Terms of Service

General


This website ‘www.esper.io’ (from now on referred to as “Website”), and the mobile application ‘Esper’ is owned by Esper Enterprises Inc., operating in the name and style of Esper. Please read the Terms of Service carefully before accessing or using our services. You can review the most current version of the Terms of Service at any time on this page.


These Terms of Service including with any extension, annex, and update, together with the Privacy Policy govern the way you will use our mobile application, our connected hardware, and, all related services including all information, tools, and services (“Services”). By accessing or using any part of the Services, you agree to be bound by this Agreement, Privacy Policy as well as rules, guidelines, policies, terms, and conditions applicable to any service/module that is provided (collectively “Terms”). If you do not agree to all the Terms, you may not access or use our Services. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.


 

Terms


For the purposes of these Terms, as amended, wherever the context so requires “You” or “User” shall mean any natural or legal person who accesses this Website or has agreed to become a user of the services provided by Esper.


“Agreement” shall mean and refer to Terms, including any amendments that may be incorporated into it.


“Intellectual Property Rights” shall mean all intellectual property rights and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world and intellectual property of the rights concerned including all extensions and renewals of such rights, whether or not such rights are registered or capable of registration, including, without limitation, copyrights, trademarks, trade names, service marks, service names, patents, designs and all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection.


“Malicious Code” shall mean code, files, scripts, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. Additionally, any file, script, program, a browser plug-in, browser helper or extension, or any robot or application designed to scrape and collect data or automate the entry of data shall also be deemed Malicious Code.


“Application” shall mean and refer to EsperOS, the modular and secure OS built on Android Open source, and any version of the software being made available through the Website and the Mobile Application.


“Third-Party” shall mean and refer to any natural or legal persons apart from the User and Esper.


“Use” shall mean directly or indirectly activating the processing capabilities of the Software, to load, execute access, employ the Software, or display information resulting from such capabilities, including but not limited to employing the proprietary information made available as part of the Services.


“We”, “us”, “Our” shall mean Esper Enterprises Inc.

 

Limited License


Subject to Terms, the user is hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, license to use the Services and other proprietary information. Esper (“Licensor”) may modify the Terms at any time. Your continued use of the Services and/or data derived there from shall constitute your acceptance of such revised Terms.


The Licensor may at any time assign, transfer or novate all or any part of the Terms (including its rights and obligations) to any other person without the consent of the licensee.


The licensee acknowledges the proprietary nature of the application, it's architecture, logic, data sources, and processes, and shall do everything within its control to protect its confidentiality.


Licensee shall not have the right to change, alter, copy, amend, reverse engineer, decompile, disassemble, publish, disclose, display or make available, in whole or in part, or otherwise use the software in any manner whatsoever, except as specified herein.


Esper, its affiliates, and its licensors, shall retain all right, title, know-how, and other proprietary and intellectual property rights in the Application. The Licensee does not acquire any rights in the Software, except as specified and granted in this Agreement, and shall not remove any proprietary, copyright, patent, trademark, design right, trade secret or any other proprietary rights legends from the Software.


The Licensee shall not modify, resell, distribute, or create derivative works based on the software or any part thereof.

 


Rights in the mobile Application


Subject to your compliance with these Terms, Esper grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Application on a mobile device or computer that you own or control and to run such copy of the Application solely for your own commercial purposes. You may not copy the Application, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify, translate or create derivative works based on the Application; (ii) distribute, transfer, publish, disclose, sublicense, lease, lend, sell or rent the Application to any third party; (iii) reverse engineer, decompile, reverse decompile or disassemble the Application, or otherwise attempt to derive the source code; (iv) make the functionality of the App available to third parties or multiple users through any means, or (v) benchmark or conduct any performance or comparison tests on the Application.


 

Reservation of Rights


No other rights are granted except as expressly set forth in the Terms. We own all right, title, and interest, including all intellectual property rights, in and to the Services and the underlying software and any and all updates, upgrades, modifications, enhancements, content, improvements or derivative works thereof, and in any idea, know-how, and programs developed by us or our licensors during the course of performance of the Services.


 

Restrictions on Use


In the event you are barred from undertaking legally binding obligations as per the laws of your region, or are for any reason, unable to provide ‘consent’, you are not eligible to register for, use or avail the Services.


Without limiting any other provisions of these Terms, you may not use this Application for any purpose that is unlawful or prohibited by these Terms and/or any applicable additional terms. Your access of this Application may be terminated immediately, in our sole discretion, with or without notice, if you fail to comply with any provision of these Terms and/or additional terms, or for any other or no reason. You may access your account from only one platform at a time and up to three devices altogether.



Registration


During registration, You agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, (b) maintain and promptly update your data to keep it true, accurate, current and complete; and (c) comply with the Terms. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we believe that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future access to the Services, or any portion thereof.


You retain sole responsibility for maintaining the confidentiality of your account, username and password and for all activities and liabilities associated with or occurring under your account. You must notify us immediately of any unauthorized use of your account, username or password and any other breach of security, and ensure that you exit from your account at the end of each session. We cannot and will not be responsible for any loss or damage arising from your failure to comply with this requirement or as a result of (mis)use of your account, username or password, by a third party, with your knowledge or otherwise. However, you could be held liable for losses incurred by us or another party due to someone else using your account, username or password.


 

Users


The Enterprise Admin may designate and authorize users with limited access to the Services. You (i) are responsible for Your Authorized Users’ compliance with the Agreement, and (ii) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify us immediately of any such unauthorized access or use. It is your responsibility to remove access to the Services if authorized status of a User or designated employee changes.


You shall not transfer your account to another person, and you may not use anyone else’s account, at any time without the permission of the account holder.


 

Features


Esper Services include but are not limited to: Provision/enrol a device (create and scan a QR code to provision a device as per policy selected) under an enterprise; Device Management (add, view device data and information such as storage, memory, battery and location, perform actions such as ping, wipe, reboot and lock, manage group, apps, policy, see status and take remote control and screenshot); Group Management (add/remove devices from groups, add/remove groups); Policy Management (create, edit, remove policy, provision devices, change policy related settings); App Management (upload and manage apps); Enterprise Configuration (create and edit company profiles); User Management (create and edit user profiles); and, Approve and install Playstore apps and setup and configure Alerts based on device parameters.


 

Communications


By using our Services, it is deemed that you have consented to receiving communications through, without limitation, telephonic calls, SMSs and/or emails. Such communications shall be sent to you on the telephone number and/or email id provided by you for the use of Esper Services. Such communication may be for purposes that inter alia include clarification calls, marketing calls and promotional calls.


 

User Content


Any information/content that you post or otherwise make available on or through the website or the mobile Application, is “User Generated Content”.  You retain all rights in, and are solely responsible for, all User Generated Content, subject to the terms set forth herein.


You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data and content that You may submit for accessing/using the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us promptly of any unauthorized use or security breach; and (iii) comply with all applicable local, state, central, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in providing the User Generated Content.


 

Our use of User Generated Content


You grant Esper, its affiliates and concerns, a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to store, display, reproduce, and distribute your User Generated Content for the purposes of operating, developing, providing Esper Services. Nothing in these Terms shall restrict other legal rights Esper may have to User Generated Content under other licenses. We reserve the right to remove User Generated Content for any reason, including a violation or an apparent violation of the Terms, as we may solely determine. However, we do not retain the right to modify any User Generated Content, and shall not access the User Generated Content, in the event such access is not required for the purposes of providing Services.


 

Our Use of Anonymous Data.


You agree that Esper may use the data generated by and stored on our servers, anonymously, for our own internal business purposes, including but not limited to the development of anonymous marketing and sales collateral materials, statistical analysis of data, and publication solely in an aggregated form of operating data in industry benchmark reports. You shall at all times retain ownership of Your data.


Following termination or deactivation of your account, or your removal of any User Generated Content from Esper, we may, but shall not be bound to, retain such content for a commercially reasonable period of time for backup, archival, or audit purposes. It is specified that Esper shall have the right to remove all User Generated Content following termination or deactivation of your account.



Intellectual Property Rights


All information, content, and data displayed on, transmitted through, or used in connection with the Services, including for example text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively and hereinafter referred to as the “Content”), as well as its selection and arrangement, is owned or licensed by Esper. You may access the Content solely through the Services, and in accordance with the Terms.


You may not republish any portion of the Content on any internet, intranet or extranet website or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, whether or not for payment or other consideration, and you may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy the Content without permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Application; not to insert any code or product or manipulate the content of the Application in any way that affects the user's experience, and not to use any data mining, data gathering or extraction method.


 

User’s Obligations / Representations and Warranties


You are responsible for all activities relating to your use of the Services as well as the use of Services by  your authorised Users.


The User undertakes to fulfil the following obligations, the failure to satisfy any of which gives us the right to permanently suspend your account and/or claim damages for any losses that accrue to us or additional costs that may be imposed on us or incurred by us.


You may not, and you shall ensure your authorized users do not,


(a) Cut, copy, recreate, reverse engineer, or create derivative works from, transfer, or sell the Content.

(b) Access (or attempt to access) the Services and/or the materials on any network by any means other than through the interface that is provided by the Services. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the mobile Application/Content/Services, or in any way reproduce or circumvent the navigational structure or presentation of the website/mobile Application, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Services is prohibited.

(c) use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise Esper’s servers.

(d) use the modules, features, or information made available through the Services to further any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or identity theft.

(e) use the modules, features, or information made available through the Services to abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;

(f) engage in any activity that interferes with or disrupts access to the Services (or the servers and networks which are connected to the Services);

(g) probe, scan or test the vulnerability of the Services or any network connected thereto, nor breach the security or authentication measures on the website/mobile Application or any network connected thereto. You may not reverse look-up, trace or seek to trace any information on any other user of the Services, or exploit the Services or information made available or offered by or through the Services, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than your own information, as required;

(h) disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems resources, servers or networks connected to or accessible through the Services or any affiliated or linked applications;

(i) violate any applicable laws or regulations for the time being in force within or outside the United States of America;

(j) license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell, distribute or otherwise commercially exploit, grant rights in or make the Services available to any third party;

(k) violate any code of conduct or other guidelines, which may be applicable for or to any particular Service; or

(l) use the Services to transmit infringing, libellous, obscene, threatening, or otherwise unlawful, unsafe, or abusive material, or to store or transmit material in violation of third-party privacy rights.

 

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY


YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:


We do not guarantee, represent or warrant that your use/access of Services will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. You agree that from time to time we may remove the Services for indefinite periods of time or limit access to the Services at any time, without notice to you. You expressly agree that your use of, or inability to use, the Services is at your sole risk.


The Services are provided 'as is' and 'as available' for your use, without any representation, warranty or condition of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.


In no event shall our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any the Services, or for any other claim related in any way to your use of the Services, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of the Services or any Content posted, transmitted, or otherwise made available, even if we have been advised of such possibility.


You agree to indemnify, defend and hold harmless Esper and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your access to the Services, breach of the Terms, or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.


 

Termination


The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. The Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).


 

Jurisdiction


This agreement is governed and construed in accordance with the Laws of the State of California. You hereby irrevocably consent to the exclusive jurisdiction and venue of the US District Court for the Northern District of California, United States of America in all disputes arising out of or relating to the use of Esper Services.


Use of Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.


 

Entire Agreement


The failure by Esper to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The Terms constitute the entire agreement and understanding between you and Esper and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Esper (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.


 

Contact Information


Questions about the Terms should be sent to partner@esper.io.