Terms governing your use of this website.

1. Acceptance

These Website Terms of Use (these “Terms”) are an agreement entered into by and between you (acting in your personal capacity or capacity as an employee or other representative of your company or other entity, if applicable) (“you” or “your”) and Empiric Earth Inc. (“Empiric Earth,” “we,” “us,” or“our”). These Terms, together with any documents they expressly incorporate by reference (collectively, this “Agreement”), govern your access to and use of our website located at www.empiricearth.com and any other website(s) to which these Terms of Use link (collectively, our “Website”). Please read this Agreement carefully before you start to use our Website. By using our Website, you accept and agree to be bound by this Agreement. If you do not want to agree to this Agreement, you must not access or use our Website. This Agreement applies solely to our Website and not to the access or use of any services we offer. Please see the applicable terms of service or solution terms for our services. You acknowledge that this Agreement contains legally binding terms and conditions that affect your legal rights and remedies.

2. Changes to These Terms

We reserve the right to change these Terms at any time upon notice. We may give notice by posting the updated Terms on our Website, by providing notice to the contact information you have provided to us, or by any other reasonable means. You can review the most current version of these Terms at any time in the footer of our Website. The version of these Terms in effect at the time of your use of our Website applies. The updated Terms are binding on you with respect to your use of our Website on or after the date indicated in the updated Terms. If you do not agree to the updated Terms, you must stop using our Website. Your continued use of our Website after the date of the updated Terms will constitute your acceptance of the updated Terms.

3. Accessing our Website

We reserve the right to withdraw or amend our Website in our sole discretion without notice. We will not be liable if for any reason all or any part of our Website is unavailable at any time. From time to time, we may restrict access to our Website to certain users. To access our Website, you may be asked to provide certain registration details or other information. It is a condition of your use of our Website that all the information you provide on or in connection with our Website is correct, current, and complete. You hereby consent to all actions we take, consistent with our Privacy Policy and this Agreement, with respect to all information you provide to or in connection with our Website, including through the use of any interactive features on our Website (collectively, “User Submissions”). We may disable any username, password, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

4. Use of Information Provided by You

You acknowledge, represent and agree that any User Submission is submitted voluntarily and is not confidential or proprietary, and that any User Submissions do not establish a relationship between you and us. You hereby grant us and our affiliates and sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law or this Agreement. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you either own all User Submissions or otherwise have all the rights necessary to grant the rights in this Agreement and that use of User Submissions by us does not violate any law. You may not upload to, distribute, or otherwise publish through or in connection with our Website any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.

5. Intellectual Property Rights

Our Website (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of those things), and associated know-how, are owned by us or our affiliates, or their licensors or other providers, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Website IP”). We retain all right, title, and interest in and to all Website IP. This Agreement contains no implied licenses. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Website without our prior written consent.

6. Permitted Uses

You represent and warrant that (1) you are at least 18 years of age; (2) you have full power and authority to enter into this Agreement; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the US, UK, or EU; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access our Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so. We do not intend for our Website to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use our Website. You may use our Website only for lawful purposes and in accordance with this Agreement. You agree not (a) to use our Website in any way that violates any applicable national, federal, state, provincial, local, or international laws or regulations, (b) use our Website for any unauthorized, fraudulent, or malicious purpose, (c) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Website, or which, as determined by us, may harm us or users of our Website or expose them to liability, (d) use our Website in any manner that could disable, overburden, damage, or impair our Website, (e) use any robot, spider, or other automatic device, process, or means to access our Website for any purpose, including monitoring or copying any of the material on our Website, (f) to access systems, data or information not intended by us to be made accessible to a user, (g) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us; or (f) to use our Website for any use other than the purpose for which it was intended.

7. Reliance on Information Posted

We do not warrant the accuracy, completeness, or usefulness of any information presented on or through our Website. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Website, or by anyone who may be informed of any of its contents.

8. Links from our Website

If our Website contains links to other sites or resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you access any such third-party sites or resources, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9. Disclaimer of Warranties

YOUR USE OF OUR WEBSITE IS AT YOUR OWN RISK. OUR WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT OUR WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT OUR WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

10. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL EMPIRIC EARTH OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, THE “EMPIRIC EARTH PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE, OR INABILITY TO USE, OUR WEBSITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON OUR WEBSITE OR SUCH OTHER WEBSITES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE EMPIRIC EARTH PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE OUR WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH OUR WEBSITE OR SUCH OTHER WEBSITES WILL NOT EXCEED $100 U.S. DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 10 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.

11. Indemnification

You will defend, indemnify, and hold harmless the Empiric Earth Parties from and against any thirdparty claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of this Agreement, (b) your use of our Website, (c) any User Submissions made by you, including with respect to violations of any other party’s rights, such as intellectual property or other proprietary rights, and laws related to privacy or information security; or (d) your violation of any other party’s rights or applicable law.

12. Governing Law; Venue

You agree that for purposes of this Agreement we are solely based in New York, USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions. To the fullest extent permitted by law, any disputes arising out of or relating to this Agreement or our Website will be governed by the laws of the State of New York without regard to its conflict of law principles. To the extent Section 13 below is not applicable, you and we each irrevocably accept the non-exclusive jurisdiction of state and federal courts located in New York County, New York having competent jurisdiction and waive any right to object to the venue on any ground.

13. Arbitration

YOU WILL SUBMIT ANY DISPUTES ARISING FROM THIS AGREEMENT OR OUR WEBSITE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING NEW YORK LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN NEW YORK, NEW YORK. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASSACTION BASIS (THE “CLASS ACTION WAIVER”). FURTHER, UNLESS YOU AND WE OTHERWISE EXPRESSLY AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. NOTHING HEREIN PRECLUDES US FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE A COURT OF COMPETENT JURISDICTION WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Arbitration provision, including any question concerning its scope, applicability, enforceability, and arbitrability, except as otherwise provided with respect to the Class Action Waiver.

14. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15. Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH HEREBY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OUR WEBSITE.

16. General

If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and Empiric Earth intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, you and we agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement or assign, transfer, or sublicense your rights, if any, to access or use our Website or its content, and any attempt by you to do so is void. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. A waiver will only be binding on us if it is in a written document signed by one of our authorized representatives. This Agreement (including any incorporated terms) constitutes the entire agreement between you and us with respect to our Website and its contents. Both you and we warrant to each other that, in entering into this Agreement, neither we nor you, respectively, have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this Agreement. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. Other than indemnitees pursuant to Section 11 (Indemnification), this Agreement does not create a contractual relationship with any third party. Neither this Agreement nor our Website create a partnership, joint venture, employment, or other agency relationship between you and us. You may not enter into any contract on our behalf or bind us in any way.