TERMS OF USE
Date Last Revised: September 9, 2016
1. GENERAL TERMS.
1.1. These Terms of S set forth the terms and conditions that apply to your access and use of the information, tools, features and functionality (together the “Services”) of empiremanager.com and pro.empiremanager.com and its related mobile application (“App”) as operated by Empire Software LLC (“Empire”).
1.2. As used in these Terms of Use, the term “Site” includes all empiremanager.com and pro.empiremanager.com websites, pages that are associated or within each website, the App and all devices, applications or services that Empire operates or offers that link to these Terms of Use. By accepting electronically (for example, clicking “I Agree”), installing, accessing the Sites or using the Services, you agree that you have read and are bound by these Terms of Use and the Empire Privacy Policy. These Terms of Use are effective as of the “Last Revised” date specified above. Empire may change these Terms of Use at any time, and Empire will notify you of any material changes by posting a message on our home page. Your continued use of the Sites or Services after any such change will constitute your acceptance of any modified terms. If you do not agree to these Terms of Use, then you may not use the Services.
1.3. PLEASE NOTE THAT UNDER SECTION 22 OF THESE TERMS OF USE BETWEEN YOU AND EMPIRE, WITH CERTAIN LIMITED EXCEPTIONS, ALL DISPUTES MUST BE SUBMITTED TO ARBITRATION ON AN INDIVIDUAL BASIS, AND YOU AGREE TO WAIVE YOUR RIGHTS TO JURY TRIALS OR CLASS ACTIONS.
2. ACCEPTING THE TERMS.
2.1. By viewing the Sites or using the Services, you agree to be bound by these Terms of Use. If you wish to make use of the Services, you may do so by becoming a registered user. During the registration process, you will be required to re-read and once again indicate your acceptance of these Terms of Use.
2.2. By registering for the Services, you represent that you are at least 13 years old. Empire is committed to protecting the privacy of young children, and therefore Empire does not knowingly collect or maintain personally identifiable information from persons under 13, and no part of the Services is directed to persons under 13. If you are under 13, then you may not register for the Services. If Empire discovers that a person under 13 has registered, Empire will delete that person’s account in accordance with the law.
2.3. If you accept these Terms of Use, you represent that you have the capacity to be bound by it or if you are acting on behalf of an individual, company or entity that you have the authority to bind such individual or entity. Before you continue, you should print or save a local copy of these Terms of Use for your records.
3. PRIVACY AND YOUR PERSONAL INFORMATION.
3.1. The privacy and security of your personal information is very important to us and we’re committed to providing you with transparency about how Empire approaches those matters. Please review our Privacy Policy to read about the measures Empire takes to maintain the privacy of your data.
3.2. Empire does not share information or content that personally identifies you (personally identifiable information is information such as your name or email address that can by itself be used to contact you or identifies who you are) with data, measurement or analytics partners unless you give us your permission. By using the Services, however, you grant Empire the right to provide Empire’s partners, vendors and customers with information about you as long as: (i) such information is aggregated with information about other empiremanager.com and/or pro.empiremanager.com users; and (ii) such information does not personally identify you.
4. DESCRIPTION OF THE SERVICE.
4.1. The Services are an asset, liability, contact, document, important dates, note, team communication, and reporting management service that allows Members to consolidate and track their, or their client’s, personal and business information on empiremanager.com and pro.empiremanager.com. Based on such information, the Services may also present information relating to third party products or services (“Third Party Offers”).
4.2. The Services are provided to you by Empire and is meant as an aid to assist you in organizing and managing your personal and business assets. IT DOES NOT AND IS NOT INTENDED TO PROVIDE LEGAL, TAX, FINANCIAL, OR HEALTH ADVICE.
4.3. Note: Use of the Services is subject to a monthly fee and other applicable fees for onboarding, uploading information, training, support, valuation and other services. Empire reserves the right to alter the fees for the use of the Services in the future with prior notice and your agreement. In addition, you hereby acknowledge and agree that you may be charged for internet, maintenance of network connection and data usage charges made through use of the Services and/or Sites, according with the applicable rates charged by your respective third party internet and data usage service provider as may be from time to time.
4.4. The Sites provide you with information regarding the Services. Further, Members can contact us via the following email address: support@empiremanager.com.
5. INFORMATION FROM THIRD PARTY SITES.
5.1. With the Services, Members may direct Empire to retrieve generally available information maintained online by third-party institutions. Empire works with one or more online service providers. Empire does not review the information provided by third parties for any purpose, including, but not limited to, accuracy, legality or non-infringement. Empire is not responsible for the products and services offered by or on third-party sites.
5.2. Empire cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. Empire does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, information is only as current as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your account information through the Services, in the manner prescribed in the associated instructions.
6. EMPIRE OFFERS AND THIRD-PARTY LINKS.
6.1. Some portions of the Services may be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Services, queries made through the Services or other information (such offers shall be referred to as “Empire Offers”). Empire will always disclose when a particular Empire Offer is sponsored by Empire or a third-party.
6.2. In connection with Empire Offers, the Services will provide links to other web sites belonging to Empire advertisers and other third parties. Empire does not endorse, warrant or guarantee the products or services available through the Empire Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and Empire is not an agent or broker or otherwise responsible for the activities or policies of those web sites.
6.3. You understand that Empire is not a party to any agreement entered into between you and such third party providers, and that you are solely responsible for your use of any such websites, resources and services. Your access to such third party websites, resources and services may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Use and the terms and conditions posted with respect to your access to such websites, resources and services, the latter terms and conditions will take precedence with respect to your use of or access to such items.
6.4. In no event shall Empire be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of linked sites, the information or material accessed/imported through linked sites, or information shared from your account with linked sites through the Services.
7. YOUR ACCOUNT REGISTRATION INFORMATION.
7.1. You do not need to register with us to visit and view the Sites. However, to access certain password-protected areas of the Sites and to use the Services, you must register for an account. To register for an account, you must provide us with your first name, last name and email address (“Registration Information”). You warrant and represent that all Registration Information provided by you is truthful and accurate. You are required to update your Registration Information as necessary from time to time. All Registration Information and any other personal information that you provide us through your use of the Services is subject to the terms of our Privacy Policy.
7.2. You must create a password for your account. You are solely responsible for the confidentiality of your password, as well as for any use of the Sites or Services made using your password. Your password should only be used by you and you should not share your password with any third party. Empire reserves the right to delete or change any password at any time and for any reason upon notice to you.
7.3. By providing us with your e-mail address, you agree to receive all required notices electronically, through the Services by displaying links to notices generally on the Sites, to that email address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on our Sites, accessible through any standard, commercially available internet browser.
7.4. If you become aware of any unauthorized use of your Registration Information or account information for the Services, you agree to notify Empire immediately at the email address: security@empiremanager.com.
8. YOUR USE OF THE SERVICE.
8.1. Your right to access and use empiremanager.com and/or pro.empiremanager.com and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use empiremanager.com and/or pro.empiremanager.com for lawful purposes.
8.2. Accurate records enable Empire to provide the Services to you and you may not misrepresent your Registration Information. In order for the Services to 'function' effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services to you will be affected.
8.3. Your access and use of the Sites may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of empiremanager.com and/or pro.empiremanager.com or other actions that Empire, in its sole discretion, may elect to take.
8.4. Empire may terminate your rights to use the Services at any time if you fail to abide by the terms of these Terms of Use. All users shall be responsible and shall be held accountable for any and all actions taken by the user.
9. ONLINE AND MOBILE ALERTS.
9.1. Empire may from time to time provide automatic alerts and voluntary account-related alerts.
9.2. Automatic alerts may be sent to you following certain changes made online to your empiremanager.com and/or pro.empiremanager.com account, such as a change in your Registration Information.
9.3. Voluntary account alerts may be turned on by default as part of the Services. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages to help you organize your personal information. Empire may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.
9.4. Electronic alerts will be sent to the email address you have provided as your primary email address for empiremanager.com and/or pro.empiremanager.com. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. You can also choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts.
9.5. Because alerts are not encrypted, Empire will never include your password. However, alerts may also include your empiremanager.com and/or pro.empiremanager.com Login ID and some information about your accounts. Depending upon which alerts you select, information such as a birthday, calendar date or general data can be included. Anyone with access to your email will be able to view the contents of these alerts. YOU MAY DISABLE YOUR ALERTS AT ANY TIME.
10. RIGHTS YOU GRANT US.
10.1. By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other contents to Empire through the Services, you are licensing that content to Empire solely for the purpose of providing the Services. Empire may use and store the content, but only to provide the Services to you. By submitting this content to Empire, you represent that you are entitled to submit it to Empire for use for this purpose, without any obligation by Empire to pay any fees or other limitations.
10.2. For purposes of these Terms of Use and solely to provide the account information to you as part of the Services, you grant Empire a limited, revocable power of attorney, and appoint Empire as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN EMPIRE IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, EMPIRE IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services.
10.3. By using the Services, you expressly authorize Empire to access your account information maintained by identified third parties, on your behalf as your agent to the extent permitted by law. Empire will submit information including usernames and passwords that you provide to log you into the Sites. You hereby authorize and permit Empire to use and store information submitted by you to the Services (such as account passwords and usernames) to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information, a good example of such a service is Google or Facebook.
11. EMPIRE’S INTELLECTUAL PROPERTY RIGHTS.
11.1. The contents of empiremanager.com and pro.empiremanager.com, including its “look and feel” (e.g., text, graphics, images, logos, and button icons), photographs, editorial content, asset forms, liability forms, reports, contact and directory forms, health forms, personal information forms, financial reporting forms, notices, software (including html-based computer programs) and other material are protected under United States copyright, trademark and other laws, as well as similar laws in other jurisdictions. The contents of empiremanager.com and pro.empiremanager.com belong to or are licensed to Empire or its software or content suppliers. Empire grants you the right to view and use empiremanager.com and/or pro.empiremanager.com subject to these terms. You may download or print a copy of information provided on empiremanager.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from empiremanager.com in whole or in part for any other purpose is expressly prohibited without our prior written consent.
12. USER RESTRICTIONS.
12.1. Files and other content of the Sites may include the protected intellectual property of others. Anything you upload to Empire or empiremanager.com or pro.empiremanager.com must comply with the standards set forth in these Terms of Use. Accordingly, do not copy, upload, download, or share files unless you have the right to do so. You, not Empire, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services.
12.2. You may not use Empire’s proprietary content, information or materials in any way whatsoever except for the permitted use within the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services or third party intellectual property in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
12.3. By using the Services, you agree to not misuse it in any way. For example, you must not, and must not attempt to, use the Services to:
(a) compete with Empire or drive traffic away from Empire;
(b) resell the Service;
(c) aggregate Empire with competitors;
(d) store or aggregate Empire’s data, except as expressly permitted by Empire;
(e) slander or disparage Empire;
(f) probe, scan, or test the vulnerability of any system or network;
(g) breach or otherwise circumvent any security or authentication measures;
(h) interfere with or disrupt any user, host or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of Empire or empiremanager.com or pro.empiremanager.com;
(i) plant malware, spyware or otherwise use Empire to distribute malware; access or search empiremanager.com and/or pro.empiremanager.com by any means other than our publicly supported interfaces (for example, “scraping”);
access or search empiremanager.com by any means other than our publicly supported interfaces (for example, “scraping”);
(j) send unsolicited communications, promotions or advertisements or spam;
(k) send altered, deceptive or false source-identifying information, including “spoofing” of “phishing”;
(l) publish anything that is fraudulent, misleading, or infringes another’s rights;
(m) promote or advertise products or services other than your own without appropriate authorization;
(n) impersonate or misrepresent your affiliation with any person or entity;
(o) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or
(p) violate the law in any way, or to violate the privacy of others, or to defame others.
13. SOCIAL MEDIA SITES.
13.1. Empire may provide experiences on social media platforms such as Facebook, Twitter and LinkedIn that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of those platforms. Please refer to those social media platforms to understand your rights and obligations with regard to such content.
14. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
14.1. THE CONTENT AND ALL SERVICES ASSOCIATED WITH EMPIREMANAGER.COM AND/OR PRO.EMPIREMANAGER.COM OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EMPIRE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF EMPIREMANAGER.COM AND/OR PRO.EMPIREMANAGER.COM OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
14.2. EMPIRE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF EMPIREMANAGER.COM AND/OR PRO.EMPIREMANAGER.COM OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. EMPIRE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
15. NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR.
15.1. NEITHER EMPIRE NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. EMPIRE IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Services are intended only to assist you in organizing and managing your personal and business assets, liabilities, documents and contacts and is broad in scope. Your personal situation is unique, and any information and advice obtained through the Services may not be appropriate for your situation. Accordingly, before making any decisions or implementing any organization strategy, you should consider obtaining additional information and advice from your accountant, broker, tax advisor or other professional advisors who are fully aware of your individual circumstances.
16. NOT MEDICAL ADVICE.
16.1. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.
16.2. The Empire Health Tab included in the Directory does not offer medical advice. The forms included are for informational purposes only, and are not meant to cover all possible medical conditions, medical histories, prior surgeries or current medication use. The content is not meant to assist the user with the diagnosis of treatment of any medical condition. Please consult your doctor or other qualified medical professionals if you have any questions about a medical condition, or before taking any drug or commencing or discontinuing any course of treatment.
17. LIMITATION ON EMPIRE’S LIABILITY.
17.1. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL EMPIRE BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY DAMAGES OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO EMPIREMANAGER.COM AND/OR PRO.EMPIREMANAGER.COM, OR INABILITY TO ACCESS OR USE EMPIREMANAGER.COM AND/OR PRO.EMPIREMANAGER.COM, YOUR USE OF THE SERVICE OR THESE TERMS OF USE, EVEN IF EMPIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EMPIRE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY VIRUSES, INFECTIONS OR OTHER CONTAMINATIONS OF YOUR SYSTEM, OR DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE, OR EMPIREMANAGER.COM OR PRO.EMPIREMANAGER.COM. ANY PERSONAL OR BUSINESS DOCUMENTS IN AN EMPIRE ACCOUNT MAY NOT BE ACCEPTED FOR ANY OFFICIAL PURPOSES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, EMPIRE’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
18. YOUR INDEMNIFICATION OF EMPIRE.
18.1. You shall indemnify and hold harmless Empire and its officers, directors, shareholders and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, including attorneys’ fees and expenses, whether in tort, contract, or otherwise, that arise out of or attributable to (a) any breach of these Terms of Use by you, (b) your use of the Services, your account and your submission of content, and/or (c) any violation of any law by you or the rights of a third party. Empire reserves the right to assume the exclusive defense and control of a claim, action or other matter subject to indemnification by you.
19. ALERT DISCLAIMER.
19.1. You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. Empire does its best to provide alerts in a timely manner with accurate information. However, Empire neither guarantees the delivery nor the accuracy of the content of any alert. You also agree that Empire shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
20. ENDING YOUR RELATIONSHIP WITH EMPIRE/EMPIREMANAGER.COM/PRO.EMPIREMANAGER.COM.
20.1. These Terms of Use will continue to apply until terminated by either you or Empire. You may terminate these Terms of Use at any time by deleting you Account. Empire may at any time, terminate its legal agreement with you and access to the Service:
(a) if you have breached any provisions of these Terms of Use (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms of Use);
(b) if Empire in its sole discretion believes it is required to do so by law;
for any reason and at any time with or without notice to you; or
immediately upon notice, to the email address provided by you as part of your Registration Information.
20.2. You acknowledge and agree that Empire may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files and the Services by you. Further, you agree that Empire shall not be liable to you or any third party for any termination of your access to the Services.
21. MODIFICATIONS.
21.1. Empire may modify these Terms of Use from time to time. Any and all changes to these Terms of Use will be posted on the Sites. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
22. GOVERNING LAW; MANDATORY ARBITRATION ON INDIVIDUAL BASIS.
22.1. Except as provided below in Section 22.1, California state law governs these Terms of Use without regard to its conflict of laws provisions.
22.2. WITH THE EXCEPTION OF DISPUTES RELATING TO THE ENFORCEMENT OR VALIDITY OF YOUR OR EMPIRE’S INTELLECTUAL PROPERTY, ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS OF USE WILL BE RESOLVED BY BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN COURT. The Federal Arbitration Act governs the validity, interpretation, and enforcement of this Section 22.2; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. YOU AND EMPIRE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT SOLELY IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING, OR ACTING AS A PRIVATE ATTORNEY GENERAL. BY ENTERING THESE TERMS OF USE AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND EMPIRE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
22.3. YOU AGREE THAT THE ARBITRATION SHALL BE PRESIDED OVER BY A SINGLE ARBITRATOR, THAT THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND NOT APPEALABLE, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOVER.
22.4. MAIL A NOTICE OF DISPUTE FIRST. If you have a dispute and Empire’s customer service representatives can’t resolve it, send a notice of your dispute by U.S. Mail to: Empire Software LLC, 8247 1/2 W. 4th St., Los Angeles, CA 90048. In the notice, please include your name, address, how to contact you, what the problem is, and what you want. If Empire has a dispute with you, it will send a notice of its dispute to you at the e-mail address and any physical mailing addresses listed within your Registration Information. Either party may start arbitration if the dispute is unresolved after 60 days.
22.5. ARBITRATION PROCEDURE. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the Services for personal or household use, or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use the Services, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. To start arbitration, submit the “Demand for Arbitration” form available on the AAA website to the AAA and mail a copy to Empire at the address provided in Section 22.4. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your choice of your county of residence (or if a business your principal place of business) or Los Angeles County, California. The arbitrator may award the same damages to you individually or to Empire as a court could. The arbitrator may award injunctive relief only to you individually to satisfy your individual claim or to Empire to satisfy its claim.
22.6. ARBITRATION FEES AND PAYMENT. Each party will be responsible for their own costs.
22.7. CONFLICT WITH AAA RULES. These Terms govern to the extent they conflict with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
22.8. MUST FILE WITHIN ONE YEAR. You and Empire must file for arbitration on any claim or dispute (except intellectual property disputes—see Section 22.2) within one year from when the claim or dispute first could be filed. Claims filed after this time period are permanently barred.
22.9. REJECTING FUTURE ARBITRATION CHANGES. You may reject any change Empire makes to Section 22 (except address changes) by sending Empire notice within 30 days of the change by U.S. Mail to the address in Section 22.4. If you reject a change and provide the required notice, the most recent version of Section 22 before the change you rejected will apply.
22.10. SEVERABILITY. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts shall not be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of Section 22 is found to be illegal or unenforceable, that provision will be severed but the rest of section 22 shall still apply.
22.11. This Section of the Terms of Use shall survive expiration, termination or rescission of these Terms of Use.
23. ALLEGATIONS OF COPYRIGHT INFRINGEMENT; NOTIFICATION.
23.1. Empire respects the intellectual property rights of others and Empire asks that users of the Sites and Services do the same. If you believe that your intellectual property is being used on the Sites in a way that constitutes copyright infringement, please contact Empire at security@empireassetmanger.comand provide the following information, as required by Section 512(c)(3) of the Digital Millennium Copyright Act:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such work at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
(d) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
24. IDEAS SUBMISSION POLICY.
24.1. You may choose or Empire may invite you to submit comments or ideas about Empire, including without limitation about how to improve the empiremanager.com and/or pro.empiremanager.com. Services or our products (“Idea(s)”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that Empire are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential, non-proprietary basis or otherwise to anyone. You further acknowledge that, by accepting your submission, Empire do not waive any rights to use similar or related ideas previously known to us, or developed by us, or obtained from sources other than you.
25. TERRITORIAL RESTRICTIONS.
25.1. Empire control and operate the Services from our offices and servers in the United States of America. The Services are subject to and governed by the laws of the United States, and Empire does not represent that the Services are lawful, appropriate or available for use in other locations. By providing any personal information to Empire or otherwise using the Services, all visitors and registered users, wherever located, acknowledge and hereby unambiguously consent to the collection and processing of such information in and transfer of it to the United States. If you do not agree, you may not use the Services.
26. MISCELLANEOUS LEGAL TERMS.
26.1. These Terms, together with the Privacy Policy and any amendments and additional agreements you may enter into with Empire in connection with the Services constitute the entire and exclusive agreement between you and Empire with respect to the Services and supersede and replace any other agreements, terms and conditions applicable to the Services. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our rights to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Empire may assign these Terms without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. Empire and you are not legal partners or agents; our relationship is that of independent contractors.
27. CONTACT.
27.1. If you have any questions about these Terms, please contact us atsupport@empiremanager.com.