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”).
2. ACCEPTING THE TERMS.
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.
3. PRIVACY AND YOUR PERSONAL INFORMATION.
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: email@example.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.
6.4. 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.
7.2. 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: firstname.lastname@example.org.
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.
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.
10.3. 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.
12.2. 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.
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.
18. YOUR INDEMNIFICATION OF EMPIRE.
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.
(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.
22. GOVERNING LAW; MANDATORY ARBITRATION ON INDIVIDUAL BASIS.
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.
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 email@example.com 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.
27.1. If you have any questions about these Terms, please contact us firstname.lastname@example.org.