Empire Terms of Service

Last Revised: February 22, 2024

Empire Operating System LLC and its parents, subsidiaries, affiliates, properties, and property owners (collectively, “Empire,” “us,” or “we”) provide systems and processes solutions using technology and education services enabling organizations, business owners, and leaders to improve operational efficiencies. Our training may also help individuals to participate in meetings, events, conferences, and trade shows (together, “Events”). We require that all users, including customers, clients, trainers, end users, participants, and attendees, to the extent applicable (together “you” or “yours”) of our website adhere to the following terms and conditions of use (these “Terms”). These Terms govern your participation in and use of our services, including any content or information therein, including our Web Apps and any other website pages on which services are provided by us (collectively, the “Services”).

If you intend to enter or have entered into a separate agreement with Empire with respect to your use of the Services, the specifics shall be documented in one or more Services Agreement(s) or exclusive Terms of Service Agreements, which, once approved by you and Empire (each, a “Services Agreement”) shall become an integral part of these Terms. The Services Agreement shall govern solely with respect to the specific Services covered thereunder and will supersede these Terms to the extent they are in conflict.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. THESE TERMS CONTAIN DISPUTE RESOLUTION PROVISIONS THAT REQUIRE YOU TO SUBMIT TO ARBITRATION, WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. BY USING THE SERVICES, YOU ARE AGREEING TO COMPLY WITH THESE TERMS. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS.

By accessing and using the Services, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Services (your “Company”), to be bound by and comply with these Terms and to comply with all applicable laws and regulations.

You hereby waive all applicable rights to require an original (non-electronic) signature, delivery, or retention of non-electronic records to the extent not prohibited under applicable law.

  1. CHANGES TO THESE TERMS AND THE SERVICES

We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including but not limited to posting a revised version of these Terms or other notice on Empire’s website. You should view these Terms often to stay informed of changes that may affect you. Your use of the Services after the effective date of any changes constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to our applications or any information, text, data, databases, editorial content, graphics, design elements, images, photographs, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Services (all such materials, and any compilation, collection, or arrangement thereof, the “Content”).

  1. PRIVACY POLICY

Information that you provide to us or that we collect about you or your Company through your access to and use of the Services is governed by our Privacy Policy, available at https://empireom.com/privacy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.

  1. ORDER CONFIRMATION

Your order is confirmed when we send you a confirmation in the form of a confirmation page or email (“Order Confirmation”). If you do not receive an Order Confirmation after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm whether or not your order has been placed. Only you may be aware of any problems that may occur during the purchase process. We will not be responsible for losses (monetary or otherwise) if you assume that an order was not placed because you failed to receive confirmation.

  1. KEYNOTE SPEAKERS AND OTHER PRESENTERS

Our events generally feature several keynote and other speakers delivering content tailored to financial, professional, and personal growth. The agenda, schedule, presentation length, and format may vary by event. If circumstances beyond our control prohibit or limit a particular speaker from attending, we may attempt to arrange for the speaker to be available by videoconference or live broadcast. In any case, no refund will be owed if a speaker or presenter is replaced or canceled.

  1. THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY WEBSITES

Our Services and event content may contain sponsored advertisements, third-party-owned content, links, or other material directing you to other services and websites. We do not endorse, sponsor, recommend, or otherwise accept responsibility for any third-party services or linked websites.

Empire is not liable for any damages or losses related to your use of the Services. We don’t mediate disputes between you and any third party relating to the use of the Services. We do not determine individual third-party project risk or the likelihood of success, oversee the performance or timeliness of projects, or endorse any content third parties provide on our website, in our Web Apps, or deliver at our events. When you use our Services or attend our events, you release us from claims, damages, and demands of every kind – known or unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or in any way related to such disputes and the Services. All content you access or receive through the Services is at your own risk. You are solely responsible for any resulting damage or loss to any third party, whether they be a presenter, participant, or attendee of an event or user of the Services.

If the Services or event content contains investing-related information, you should be aware of the following:

Investing Risk. Investments are speculative and may carry substantial risk of loss. Anyone considering investing should exercise caution by conducting thorough due diligence and obtaining advice from professional financial advisors and attorneys to fully understand and evaluate individual transaction risks, consequences, and suitability before acting on any information a third party provides.

No Guarantees. Past performance, as indicated in potential analyses, is not necessarily indicative of future results. All investments carry risk, and all investment, financial, or legal decisions of an individual remain the specific responsibility of the individual. Investors should fully understand all risks associated with any investing they choose and should consider seeking advice from professional or licensed advisors.

Hypothetical Scenarios and Examples. Hypothetical or simulated performance is not always indicative of future results. You should carefully evaluate any representations or warranties whatsoever that you will, or are likely to, achieve profits similar to those shown because hypothetical scenarios or simulated performance does not necessarily indicate future results. Estimated projections or historical performance do not always represent or guarantee the actual results of any transaction. Do not enter any investment without fully understanding the worst-case scenarios of the investment.

Due Diligence and Professional Advice. The information provided by a third party or any party seeking an investment is not intended to replace or serve as a substitute for any legal, tax, or other professional advice, consultation, or service. Each investment carries unique opportunities, risks, and consequences. As such, you should consult with a professional in the respective legal, tax, accounting, or other professional areas before making any decisions or entering into any contracts pertaining to an investment. No content contained in the Services or event material or any other medium should be construed or intended to be a recommendation to purchase or invest in any business, asset, or security or otherwise to be investment, tax, financial, accounting, legal, regulatory, or compliance advice.

We encourage you to review and evaluate any investments at your discretion and determine the appropriateness of making the particular investment. You should consider factors such as age, experience, capital, overall investment portfolio, and risk tolerance. We strongly encourage you to conduct thorough due diligence with licensed financial, tax, and legal professionals before investing. We do not offer any financial, tax, investment, or legal advice.

  1. CANCELED, POSTPONED, RESCHEDULED, AND MOVED EVENTS

Occasionally, events are canceled, postponed, rescheduled to a different date or materially different time, or moved to a different venue:

If the event is canceled: no action is required to obtain a refund; we will issue a refund to the original method of payment used at the time of purchase. In some cases, we may also give you the option to choose either a credit or a refund; if so, we will send you a notification explaining your options and how to submit a request for a credit.

If the event is postponed, rescheduled, or moved: your ticket(s) (including any additional add-ons or upgrades, such as VIP or parking) are still valid, and no further action is required. However, we may approve refunds or the option to choose between a refund or a credit for the event; any refund and credit policies are determined on an event-by-event basis by us and may be subject to limitations set by us at the time of purchase. If we approve refunds or credits, we will send you a notification explaining your options, and you may submit a request for a refund or credit. Alternatively, you may simply keep your ticket(s) to the postponed, rescheduled, or moved event.

If the event is canceled, postponed, rescheduled, or moved, we will attempt to contact you to update you on the status of the event and inform you of any refund, credit, or exchange procedures. For exact instructions on any canceled, postponed, rescheduled, or moved event, please contact us at info@empireom.com.

We will not be liable for travel or any other expenses that you or anyone else incur in connection with a canceled, postponed, rescheduled, or moved event.

  1. REFUNDS, CREDITS, AND EXCHANGES

All sales are final, and refunds are only allowed in limited circumstances, as explained in this section and the “Canceled, Postponed, Rescheduled, and Moved Events” section above. Before purchasing tickets, carefully review your event and ticket selection.

Refunds. If your event is eligible for refunds and funds have been received by us, we will issue a refund of the ticket price you paid (or, for a discounted ticket, then instead of the discounted ticket price paid), any service fees, and any additional add-ons or upgrades (such as parking). In no event will merchandise purchases or any other amounts be refunded.

If a refund is issued, it will be processed to the original method of payment used at the time of purchase. We cannot issue a refund to a different credit or debit card. If your credit card or debit card number has changed but is for the same account (e.g., a new card has been issued for the same account), the refund will be processed to that account.

We may occasionally offer tickets at a discount after the original on-sale date and will not refund the difference between the original and sale prices.

Credits. We may provide the option to request a credit for canceled, postponed, rescheduled, or moved events; if so, we will send you a notification, and you can submit a request for credit. Credits may be applied toward the purchase of eligible event tickets and ancillary purchases (such as parking) at the same venue (or, in some cases, at one of a number of venues designated by us) during the timeframe specified by us. Credits cannot be used for resale tickets or third-party tickets. We will determine which future events, venues, and ancillary purchases are eligible, as well as the amount of the credit (including any potential promotional amount). The amount of the credit will always include at least 100% of the price of the original ticket(s), plus fees and taxes. The amount of the credit will not include any additional add-ons or upgrades included in your original purchase (such as parking), which will be refunded to your original method of payment used at the time of purchase. Once you’ve requested to receive credit and we’ve verified your order is eligible for credit, we’ll send you a credit code, which you can use for eligible purchases, along with instructions for redeeming that credit. Please note that credits typically have an expiration date and must be used before that date. The email that you received with your credit code will contain the expiration date for your credit.

Credits are non-transferable, may not be sold, are not redeemable for cash, and may not be combined with other promotions. Credits may not be applied to previously placed orders and may not be redeemed to purchase tickets for the same event as the tickets in your original purchase for which you accepted the credit.

Exchanges. For many events, certain tickets may be exchanged for tickets from us of equal or higher price. A per-ticket exchange fee may apply. Exchanges are not available for: (a) tickets purchased through resale, (b) VIP and other premium tickets, or (c) tickets purchased with additional related items or bundled products, or (d) tickets for events that are less than 24 hours away.

Merchandise. All merchandise purchases are final, and in no event will there be refunds, exchanges, or credits for merchandise purchases.

Chargebacks and Other Refund Prohibitions. You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner regarding the ticket(s) you purchased. Without limiting the generality of the foregoing, you will not dispute or otherwise seek a “chargeback” from the company whose credit card or other method of payment you used to purchase tickets from our website. Should you do so, your tickets are subject to immediate cancelation, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit future purchases from all persons in whose name the credit card accounts exist, and from any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Site.

  1. MOBILE MESSAGING

We may, from time to time, offer browsing and mobile messaging services, which may include Promotions, offers for services, and confirmation, reminder, and service-related messages. You may choose to receive mobile messages by signing up or participating in an event or Promotion. If you do, you authorize us to use automated technology to send messages to the mobile phone number you supply when you sign up. Your consent to receive mobile communications is never required in order to purchase something from us.

Message and data rates may apply according to the rate plan provided by your wireless carrier. We will not be responsible for any text messaging or other wireless charges incurred by you or by a person who has access to your wireless device or telephone number. You may not receive our messages if your carrier does not permit text alerts. Your carrier may not allow you to use pre-paid phones or calling plans to receive alerts. We may send you a bounce-back message for every message you send to us. Service may not be compatible with all wireless carriers or devices.

You may opt out of any alerts by replying to a message with the text message “STOP”. If you opt out by sending us a text message, we may send you a text to confirm your request. If you do not want to receive a confirmation text message, you may opt out by sending an email to info@empireom.com with your request and mobile device number. It may take us up to 10 days to remove your mobile device number from our database. For additional help, text “HELP” to any text message or email info@empireom.com.

  1. INTELLECTUAL PROPERTY

You understand and agree that we own, or (where applicable) we have lawfully licensed from third parties, all rights, title, and interest in and to the Services and all the Content (excluding user-supplied content). You acknowledge and agree that the Content constitutes valuable proprietary information protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries and that you acquire no ownership interest by accessing or using the Services or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights and the property of Empire or its licensors and Content providers.

  1. USER LICENSE AND ACCESS AND USE

You may access and use the Services only for lawful purposes. Any other access to or use of the Services or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws. We make no representation that the Content is appropriate or available for use in your location. A reference to a product, service, or feature on our applications or websites does not imply that such product or service is or will be available in your location. The Content, including advertising content, is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations. Each product or service is void where prohibited by law.

You may not access, use, or copy any portion of our applications, websites, or any of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of our applications, websites, or the Content or any access to or use of our applications, websites, or the Content.

  1. AGE REQUIREMENTS

No one under the age of 18 may use the Services. By using or attempting to use the Services, you represent that you meet the age requirements and can enter into legally binding contracts, including these Terms.

  1. RESTRICTIONS ON ACCESS

You represent and agree that all information you provide to us in connection with your access to and use of the Services is true, accurate, and complete to the best of your knowledge and belief. Empire reserves the right, at its sole discretion, to terminate your access to all or part of the Services, without notice or liability, for any reason, including, but not limited to, the breach of any agreement between you and Empire, including, without limitation, these Terms. Following any such termination of access, you will continue to be bound hereunder to the fullest extent applicable.

Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Services, and you may not access the Services after your access is terminated without our written approval. After terminating your access, Empire will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.

  1. ACCOUNTS

To set up an account with us, you may be asked to provide your first and last name, email address, phone number, password, and other personal information as may be required (details in our Privacy Policy). You also must acknowledge and agree to these Terms to create an account. You must provide accurate information when setting up an account and keep all account information current.

You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all your password and account uses, including any unauthorized use. You agree to (i) keep your password confidential and not share it with anyone else and (ii) immediately notify us of any unauthorized use of your password or account.

You acknowledge and agree that we are authorized to act on instructions received through the use of your password and account and that we may, but are not obligated to, deny access or block any transaction made through the use of your password or account without prior notice if we believe your password and account are being used by someone other than you, or for any other reason.

When you register an account with us, you will be prompted to give your consent to our processing of your personal data. By indicating your consent, you expressly authorize Empire to collect and process your personal data in a manner consistent with the purposes described in our Privacy Policy.

  1. USER-SUPPLIED CONTENT

You will retain ownership of all Content that you post and permit us to use. You hereby grant to Empire the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to access, use, process, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, import, and display all content, remarks, suggestions, ideas, graphics, or other information communicated, submitted, and transmitted to Empire through the Services or any Content (together, the “User-Supplied Content”), and to incorporate any User-Supplied Content in other works in any form, media, or technology now known or later developed. In the absence of a specific agreement with Empire to the contrary, Empire will not be required to treat any User-Supplied Content as confidential and may use any User-Supplied Content in its business (including, without limitation, for services, products, or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Empire operations.

You understand and agree that User-Supplied Content may include information, views, opinions, recommendations, and offers of many individuals and organizations and is designed to help you gather the information to help you make your own decisions. You are responsible for your financial or investment decisions, properly verifying any information you intend to rely upon, conducting your own due diligence, and relying upon your own expert opinions from licensed professionals. We do not endorse any recommendation or opinion made by any user of the Services. We do not routinely screen, edit, or review User-Supplied Content. We reserve the right to monitor or remove User-Supplied Content from the Services at any time without notice. You should be aware that other users may not be who they say they are. We take no action to perform a background check on any of our users’ profiles. We do not guarantee that users’ profiles are accurate. You should be aware that other users may use our Services for personal gain. As a result, please approach messages with appropriate skepticism. User-Supplied Content may be misleading, deceptive, or in error.

You understand that we may use your Content but shall not be obligated to. You understand that we may edit or remove Content from any use or material for any reason and at any time without notice. You understand we cannot be responsible for any third-party use of your Content, even if that use is derived from our use.

By posting any Content through our Services, you provide your consent for Empire to process any of your personal data contained in such posts subject to our Privacy Policy, if applicable.

  1. USER CONDUCT AND ACCEPTABLE USE

In connection with your access and use of the Services and that of any person authorized by you to access and use the Services, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct.

You may not and ensure that you do not post, send, submit, publish, collect, or transmit in connection with the Services or any Content any material that:

  • you do not have the right to transmit, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • does not pertain directly to the Services;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor or otherwise engages in any commercial activity except as may be specifically authorized or by any applicable Services Agreement;
  • solicits funds, advertisers, or sponsors;
  • includes programs that contain viruses, worms, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications;
  • includes any sensitive personal data (including social security number, driver’s license number, financial account information, State identification card, or passport number, etc.);
  • disobeys any policy or regulations established from time to time regarding your use of the Services or any networks connected to our applications and websites; or
  • contains links to other sites containing content that falls within the abovementioned descriptions.

In connection with your use of the Services, you must also comply with the following rules of conduct:

  • You will not attempt to harvest any personally identifiable information, such as names, phone numbers, or email addresses, for any commercial use, and you will not collect or store personal information about any other individual or user of the Services;
  • You will not impersonate any other person or misrepresent a relationship with any person or entity, including misrepresenting a relationship with Empire, and you will not adopt a false identity if the purpose of doing so is to deceive or defraud another; or
  • You will not send any bulk unsolicited advertising, promotional information, commercial email, or other solicitation to any person through the use of the Services.

Empire reserves the right to monitor your use of the Services and Content to determine compliance with these Terms at its sole discretion and the right to edit, remove, or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither Empire nor any third party that provides Content to Empire will assume or have any liability for any action or inaction by Empire or such third party with respect to any Submission or User-Supplied Content.

  1. PROMOTIONAL AND OTHER INFORMATION

We may make information regarding specific programs, offers, or promotions that we are conducting available on our applications and websites. Any such program, offer, or promotion is subject to the specific terms, conditions, and restrictions listed on the applications and websites in connection with such program, offer, or promotion. We reserve the right to alter or withdraw any program, offer, or promotion at any time. Each program, offer, and promotion is void where prohibited by law. Please refer to and carefully read the terms, conditions, and restrictions on the applications and website in connection with each program, offer, or promotion.

Our applications and websites may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to your transaction. We do not assume responsibility or liability for any such inaccuracies, errors, or omissions and shall have no obligation to honor reservations or information affected by such inaccuracies. We reserve the right to make changes, corrections, cancellations, or improvements to our applications and websites and the products and programs described therein at any time without notice, including after confirmation of a transaction.

  1. DISCLAIMER

THE USE OF THE SERVICES BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, EMPIRE OPERATING SYSTEM LLC AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF THE SERVICES OR ANY THIRD-PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE USE OF THE SERVICES OR ANY SUCH THIRD-PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) THAT ANY DEFECTS IN THE SERVICES OR THE CONTENT WILL BE CORRECTED; OR (e) THAT THE SERVICES AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. WE EXPRESSLY WAIVE ANY LIABILITY OR DAMAGE YOU MAY INCUR FROM THE USE OF THE SERVICES THAT INTEGRATE ANY THIRD-PARTY WEBSITE OR SOFTWARE.

  1. LIMITATION OF LIABILITY

In no event will Empire or its parents, subsidiaries, affiliates, property owners, contractors, suppliers, content providers, and other similar entities, and the officers, directors, employees, representatives, and agents of each of the foregoing (collectively, the “Empire Parties”), be liable to you, your Company, or any third-party for any losses or damages, alleged under any legal theory, arising out of or in connection with (i) your use of, or reliance on, the Services or the Content or (ii) the Empire Parties’ performance of or failure to perform their obligations in connection with these Terms.

Under no circumstances will the Empire Parties be liable to you, your Company, or any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including but not limited to lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, loss of contracts; loss of anticipated savings; wasted management or office time; claims of third parties, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise) arising out of or in connection with these Terms or the use of the Services or the Content, or the transmission of information to or from our applications and websites over the Internet, even if they were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of the Empire Parties will be limited in accordance with these Terms to the extent permitted by law.

Without limiting any of the foregoing, if the Empire Parties are found liable to you or any third party as a result of any claims or other matters arising under or in connection with these Terms, the Services, or your use of the Services, the maximum liability for all such claims and other matters will not exceed $10 in any calendar year.

  1. INDEMNIFICATION

You agree to defend and indemnify the Empire Parties and their officers, directors, employees, representatives, and agents against all claims, demands, suits, or other proceedings and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by any third party arising out of (i) your access to and use of the Content, the Services, and other materials, products, and services available on or through the Services and the Empire Parties; (ii) your violation of these Terms; (iii) your violation of any rights of any third party; and (iv) your website. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.

  1. TERM AND TERMINATION

The period of these Terms will commence on the date when the user accepts the Terms on our Services by signing up and creating an account (“Effective Date”).

The paid Services have a term that may be terminated according to the separate agreement with Empire.

A party may terminate the relationship immediately if the other party breaches a material provision of this Agreement and (i) the breach is incurable or (ii) the other party does not remedy any remediable breach of a material provision of this Agreement within fourteen (14) days of receiving a written notice from the non-breaching party specifying the breach and requiring its remedy.

Empire may terminate the Service immediately if (i) any user fails to pay undisputed amounts due; (ii) any regulatory decision or governmental order requiring Empire to suspend Services, or which is reasonably likely to result in the loss of Empire’s operating authority; or (iii) in an event of bankruptcy or other cause preventing Empire from providing the Services.

Empire may terminate the relationship without cause in writing with a one-month notice period (the notice period commences on the first calendar day of the month following the calendar month in which the notice of termination was delivered to the other party).

  1. FORCE MAJEURE

Except for payment obligations, neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond its reasonable control.

  1. ARBITRATION AND DISPUTE RESOLUTION AGREEMENT

We are available by email at legal@empireom.com to address any concerns regarding our use of the Services. Most concerns may be quickly resolved in this manner. We and you (each a “party” and together, the “parties”) shall use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration.

If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to section 18.1 above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, construction, validity, interpretation, performance, and enforceability), the parties’ relationship with each other, or our use of the Content shall be finally settled by binding arbitration administered by the American Arbitration Association on a confidential basis in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer-related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act shall govern the interpretation and enforcement of this agreement.

THE AAA’S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR BY CALLING THE AAA AT 1-800-778-7879. TO THE EXTENT THE FILING FEE FOR THE ARBITRATION EXCEEDS THE COST OF FILING A LAWSUIT, WE WILL PAY THE ADDITIONAL COST. A REQUEST FOR PAYMENT OF FEES SHOULD BE SUBMITTED TO AAA ALONG WITH YOUR FORM FOR INITIATING THE ARBITRATION, AND WE WILL MAKE ARRANGEMENTS TO PAY ALL NECESSARY FEES DIRECTLY TO THE AAA. IF THE ARBITRATOR FINDS THE ARBITRATION TO BE NON-FRIVOLOUS, WE WILL PAY ALL OF THE ACTUAL FILING AND ARBITRATOR FEES FOR THE ARBITRATION, PROVIDED YOUR CLAIM DOES NOT EXCEED $100. THE ARBITRATION RULES ALSO PERMIT YOU TO RECOVER ATTORNEYS’ FEES IN CERTAIN CIRCUMSTANCES.

THE PARTIES UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAT IN COURT.

CLASS ACTION AND CLASS ARBITRATION WAIVER. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. IF ANY COURT OR ARBITRATOR DETERMINES THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION SET FORTH ABOVE IN SECTION 18.2 SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.

  1. MISCELLANEOUS

These Terms and the Privacy Policy (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Services and the Content.

Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to the Services.

We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.

Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.

Discontinuation of use of the Services is your sole right and remedy for any dissatisfaction with the Services or any of the Content.

  1. OTHER AGREEMENTS

If you have entered into a separate agreement with Empire with respect to your use of the Services or any Content, that agreement will supersede these Terms to the extent they are in conflict.

  1. QUESTIONS

Please contact us with any questions regarding the Services or these Terms at:

Empire Operating System LLC

90 Fort Wade Rd

Ponte Vedra, FL 32081

legal@empireom.com

  1. ACKNOWLEDGEMENT

BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY.