Legal
Last updated: September 18, 2026
These Terms and Conditions of Use are entered into between Empact Technologies, Incorporated (“Empact Technologies”) and you as a user of the Services (“you”). These Terms and Conditions of Use, as amended from time to time and together with any documents that are incorporated by reference (collectively, these “Terms and Conditions”), govern your access to and use of:
public websites of Empact Technologies, at empacttechnologies.com, and any Empact Technologies websites that directly link to these Terms and Conditions (collectively, the “Sites”); and
any software-as-a-service platforms, applications, features, functionality, communications, application programming interfaces, data, outputs, reports, exports, products or other services that are produced, provided, operated, offered or maintained by Empact Technologies, whether accessed via the Sites, via a separate web or mobile application, via an application programming interface, or by any other means (collectively and together with the Sites, the “Services”).
Please read these Terms and Conditions carefully before accessing or using the Services. By using the Services, or by clicking or otherwise indicating that you accept or agree to these Terms and Conditions when this option is made available to you, you accept and agree to be bound by these Terms and Conditions, and these Terms and Conditions form a binding contract entered into between you and Empact Technologies. To the extent the Services permit use by a company, organization or other entity, if you, as an individual, are acting for or on behalf of an entity, such as your employer, then by accessing or using the Services, or by clicking or otherwise indicating that you accept or agree to these Terms and Conditions: (i) you represent that you are fully authorized by such entity to access or use the Services; (ii) you agree to be bound by these Terms and Conditions on behalf of yourself and such entity; and (iii) “you” shall refer collectively to you and such entity, unless expressly provided otherwise.
These Terms and Conditions contain an arbitration provision and a waiver of class action rights as set forth in Section 17 below. By agreeing to arbitration, each party waives its rights to have any claims heard in a court by a judge or jury. By agreeing to waive class action rights, each party agrees to assert claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Separately provided rules, requirements, licenses or terms and conditions may be provided, entered into or otherwise supplied within or with respect to specific Sites or Services (collectively, “Additional Terms”), and such Additional Terms shall apply in addition to these Terms and Conditions. Additional Terms may include, but are not limited to, any agreement entered into directly between you and Empact Technologies or an affiliate of Empact Technologies, for the provision of products or services by Empact Technologies or its affiliate, provided, however, that such agreement is executed by all parties, and excluding any terms specified in standard documents provided by you.
The Additional Terms are incorporated into these Terms and Conditions by this reference. To the extent there is a conflict between these Terms and Conditions and any Additional Terms, the Additional Terms shall control unless the Additional Terms expressly provide otherwise; provided, however, that Section 9 (Intellectual Property), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 17(e) (Dispute Resolution by Arbitration) and Section 18 (Confidentiality) shall control over any conflicting Additional Terms unless the Additional Terms are executed by an authorized officer of Empact Technologies and expressly identify the provision being superseded.
If you do not agree to these Terms and Conditions, or if you are not eligible or permitted to use any of the Sites or Services, then you must not visit or use those Sites, or you must not use those Services, as applicable.
Empact Technologies may amend these Terms and Conditions, from time to time, at its sole discretion, and any amendments will be noted by updating the date these Terms and Conditions were last revised. All such amendments are effective at the time these Terms and Conditions are updated. Continuing to use the Services following any update to these Terms and Conditions, or clicking or otherwise indicating that you accept and agree to the updated Terms and Conditions, shall constitute your acceptance of and agreement to such revised Terms and Conditions, and you shall be bound by the revised Terms and Conditions.
It is your sole responsibility to check these Terms and Conditions regularly in order to be aware of any such changes to these Terms and Conditions. However, Empact Technologies may at its discretion notify you of material changes to these Terms and Conditions by providing a notice on its homepage or elsewhere within the Services, or by sending email to the email addresses linked to your user account with Empact Technologies. For this additional reason, you must keep the contact and profile information linked to your user account current.
Empact Technologies respects the privacy of its users and is committed to protecting its users’ information. You acknowledge that when you interact with the Services, Empact Technologies may collect information about you and will collect information about your use of the Services. Information collected via the Services is subject to Empact Technologies’ Privacy Policy, available at https://www.empacttechnologies.com/about/privacy-policy/ (the “Privacy Policy”), which is incorporated herein by this reference. By accessing or using the Services, or otherwise agreeing to these Terms and Conditions, you acknowledge that you have read and understand the Privacy Policy and consent to the treatment of information relating to you in accordance with the Privacy Policy.
You acknowledge and agree that you must create a user account to have access to certain Services. In creating a user account, you agree that you shall (a) provide true, accurate, current and complete information about yourself as prompted by the registration or subscription process (such information, the “Registration Data”) and (b) maintain and promptly update the Registration Data to ensure that it is true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Empact Technologies has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Empact Technologies may, at its sole discretion, suspend or terminate your user account and refuse any and all current or future use of the Services or any portion thereof.
You are entirely responsible for the security and confidentiality of your user account and password. Furthermore, you are entirely responsible for any and all activities that occur under your user account. You shall not share your user account information or your user name and password with any third party. You shall not permit any third party to enter into or use the Services under your user account. You agree that you shall immediately notify Empact Technologies of any unauthorized use of your user account or any other breach of security of the Services of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services. Empact Technologies has the right to provide your user account information, billing, User Content, use records and related information concerning you to third parties under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas or warrants, or to protect its rights, customers or business).
Authorized Users. If you are granted access to the Services under a user account established by or on behalf of a company, organization or other entity (an “Account Holder”), including access granted to you as an employee, contractor, consultant or other personnel of an Account Holder, these Terms and Conditions apply to you directly and bind you individually, whether or not you have entered into any separate written agreement with Empact Technologies. Your access is limited to use in the course of performing work for that Account Holder and terminates automatically when your engagement with, or authorization from, the Account Holder ends.
Notwithstanding the restrictions on third party access set forth above, an Account Holder may permit its employees, contractors, consultants and other personnel to access the Services to the extent expressly authorized by Empact Technologies or by any applicable Additional Terms. An Account Holder shall ensure that each such individual is made aware of and agrees to comply with these Terms and Conditions before being granted access. The Account Holder is responsible and liable for all acts and omissions of such individuals in connection with the Services as if they were the acts and omissions of the Account Holder, and shall promptly notify Empact Technologies so that access may be disabled for any individual whose authorization has ended.
You are solely responsible for your user account that is used to access any Services and for all activity that occurs under your user account.
The Services include features where users may upload, submit, post, publish, share, communicate, contribute or otherwise make available (hereinafter, “transmit”) content such as text, documents, materials or other information (collectively, “User Content”).
Your use of the Services and transmission of any User Content shall comply with the rules and restrictions on use of the Services and User Content set forth in these Terms and Conditions. All User Content transmitted by you via the Services shall comply with the content standards set out in these Terms and Conditions.
You solely are responsible for all User Content that you transmit via the Services. With respect to any online distribution, communication or publication of User Content transmitted by you, you acknowledge and agree that Empact Technologies is acting solely as a passive conduit.
Grant of License to Empact Technologies. By transmitting any User Content via the Services, you thereby knowingly and voluntarily (i) grant Empact Technologies and its licensees, affiliates, successors and assigns a non-exclusive, perpetual, irrevocable, royalty-free, fully paid up, worldwide, fully sublicensable right and license to, and (ii) consent that Empact Technologies may, use, reproduce, modify, make derivative works of, perform, display, distribute and otherwise disclose to third parties in whole or in part such User Content, including, if applicable, your name, voice and likeness as included in such User Content, in each case for any purpose consistent with the Privacy Policy and any applicable user settings.
You acknowledge and agree that any User Content transmitted via the Services shall be treated by Empact Technologies as non-confidential and non-proprietary.
By transmitting any User Content via the Services, you represent and warrant that:
You, as an individual, or your employer or other company or entity represented by you, as appropriate, own or control all rights in and to such User Content or have sufficient rights to grant the license granted above, and to give consent as above, to Empact Technologies and its licensees, successors and assigns.
All such User Content does and shall comply with these Terms and Conditions.
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Empact Technologies, have full responsibility for such User Content, including its legality, reliability, accuracy and appropriateness.
Empact Technologies does not control User Content, and User Content does not represent the views of Empact Technologies or any individual associated with Empact Technologies.
Empact Technologies is not and shall not be responsible or liable to any third party for the contents, nature or accuracy of any User Content transmitted by you or any other user of the Services.
You shall use the Services only for lawful purposes and in accordance with these Terms and Conditions. You agree that you shall not under any circumstances, and shall not allow any other person to:
Additionally, you agree that you shall not under any circumstances:
You are solely responsible for any and all User Content that is transmitted via the Services under your account.
The following terms and conditions pertain to User Content. By transmitting, or permitting the transfer of, any User Content via the Services, you agree, represent and warrant as follows:
You hereby affirm that Empact Technologies has the right to determine whether User Content transmitted by you via the Services is appropriate and in compliance with these Terms and Conditions. You acknowledge and agree that Empact Technologies has the right to remove or disable any User Content transmitted by you that Empact Technologies finds, in its discretion, to be inappropriate or not in compliance with these Terms and Conditions, and to take any further actions that Empact Technologies deems appropriate under the circumstances.
Empact Technologies takes no responsibility and assumes no liability for any User Content that you or any other user or third party transmits via the Services. You understand and agree that any loss or damage that occurs as a result of the use of any User Content that you post or access via the Services is solely your responsibility. Empact Technologies is not responsible for any public display or misuse of your User Content.
Empact Technologies reserves the right, but is not obligated, to:
Without limiting the foregoing, Empact Technologies has the right to fully cooperate with any law enforcement authorities or court order requesting or directing disclosure of the identity of any users of the Services or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS EMPACT TECHNOLOGIES AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY EMPACT TECHNOLOGIES DURING, OR AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER EMPACT TECHNOLOGIES OR LAW ENFORCEMENT AUTHORITIES.
You acknowledge and agree that, at Empact Technologies’s discretion, Empact Technologies or technology that Empact Technologies employs may monitor and/or record your interactions with the Services.
Empact Technologies does not and cannot undertake to review all User Content before it is posted on or through the Services, and Empact Technologies cannot ensure prompt removal of objectionable material from the Services. Accordingly, Empact Technologies assumes no liability for any action or inaction regarding User Content, including but not limited to any transmissions, communications or content provided by any user or third party. Empact Technologies shall have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Although Empact Technologies strives to enforce these Terms and Conditions, you may be exposed by your use of the Services to content that is inaccurate or objectionable.
If you become aware of any misuse of the Services, you agree that you shall promptly contact Empact Technologies to report such misuse, at info@empacttechnologies.com.
(a) Ownership. The Services are owned by Empact Technologies or its licensors. You acknowledge and agree that Empact Technologies and its licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights.
The Services and all contents, materials, features and functionality accessed via the Services, including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof (collectively, the “Empact Technologies Content”), are owned by Empact Technologies, its licensors, or other providers of the Empact Technologies Content and protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights and related laws.
(b) License Grant; Permitted Uses. Subject to your continuing compliance with these Terms and Conditions, Empact Technologies grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your personal or internal business purposes during the period in which your access is authorized by Empact Technologies. This right is personal to you, does not include any right to resell or otherwise make the Services available to any third party, and terminates automatically upon any termination or suspension of your access to the Services. Except as expressly provided herein, you may use the Services and the Empact Technologies Content for your personal or internal business use only. Except as expressly provided herein, you shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Empact Technologies Content, except as follows:
Your computer or device may temporarily store or cache copies of the Empact Technologies Content incidental to your accessing and viewing such Empact Technologies Content.
You may print or download a reasonable number of pages of the Services or a reasonable amount of the Empact Technologies Content, in either case solely for personal or internal business use and not for further reproduction, publication or distribution.
You shall not under any circumstances:
modify copies of any Empact Technologies Content or other materials from the Services; or
delete or alter any copyright, trademark or other proprietary rights notices from copies of any Empact Technologies Content or other materials from the Services.
If you print, copy, modify, download, publicly display, distribute or otherwise use any Empact Technologies Content in breach of these Terms and Conditions, Empact Technologies may immediately terminate your right to use the Services, and you must, at Empact Technologies’s option, return or destroy any and all copies of any Empact Technologies Content in your possession.
(c) Trademarks. The names Empact Technologies and Empact Technologies, Incorporated, and all related names, logos, product and service names, designs and slogans are trademarks of Empact Technologies or its affiliates or licensors (the “Empact Technologies Marks”). All other names, logos, product and service names, designs and slogans used in connection with the Services are the trademarks of their respective owners (the “Third Party Marks”). Neither the Empact Technologies Marks nor the Third Party Marks may be used by you without the prior written consent of Empact Technologies or the applicable trademark owner.
(d) Reservation of Rights. No right, title or interest in or to the Services or the Empact Technologies Content is granted or transferred to you except as expressly set forth herein, and all rights not expressly granted herein are reserved by Empact Technologies. Any use of the Services or Empact Technologies Content not expressly permitted by these Terms and Conditions constitutes a breach of these Terms and Conditions and may violate copyright, trademark and other laws.
(e) Feedback. Certain of the Services may seek or request your suggestions for features, functionality or improvements, or you may otherwise provide such suggestions for to Empact Technologies (collectively, “Feedback”). If you choose to submit Feedback regarding such Services, you hereby grant Empact Technologies a non-exclusive, perpetual, irrevocable, royalty-free, fully paid up, sublicensable, worldwide right and license to make, use, copy, sell, distribute, create derivative works of and otherwise exploit the Feedback. You irrevocably release Empact Technologies from any and all liability and claims that may result from or are related to the intellectual property or other proprietary rights in any Feedback submitted by you.
You acknowledge and agree that, with respect to any Feedback submitted by you to Empact Technologies, (i) the Feedback does not contain confidential or proprietary information of third parties; (ii) Empact Technologies is under no obligation of confidentiality regarding the Feedback, whether express or implied; (iii) Empact Technologies may already have information or materials identical or similar to the Feedback; (iv) Empact Technologies is under no obligation to use the Feedback; and (v) Empact Technologies may use, distribute, exploit, assign and further develop and modify the Feedback for any purpose; and (vi) you shall not be entitled to any credit or compensation of any kind for the Feedback.
Empact Technologies reserves the right to add, modify, disable or remove the Empact Technologies Content at any time and in Empact Technologies’s sole discretion, with or without notice to you. The Empact Technologies Content is not necessarily complete or up to date. Any of the Empact Technologies Content made available through the Services may be out of date at any given time, and Empact Technologies is under no obligation to update such material.
Empact Technologies does not represent or warrant that descriptions of products and services, or other information available through the Services, is or will be current, complete or free from error.
Moreover, to the extent that the Services include content provided by third parties (including, but not limited to, other users) or licensed from third parties, such third party content suppliers are solely responsible for the statements and opinions, and the accuracy and completeness of the content they make available through the Services. Such content provided by third parties does not necessarily reflect the opinions of Empact Technologies. Empact Technologies is not responsible or liable to you or any third party, for the content or accuracy of any such content provided by any third parties.
As part of the Services, Empact Technologies may provide links to third party sites or other resources provided by third parties. These links are provided solely as a courtesy to users of the Services. If you use such links, you will leave the Services, and Empact Technologies has no control over the contents of those third party sites or resources, including, but limited to, any content, materials, information, promotions goods or services that may be available outside of the Services (collectively, the “External Content”).
Empact Technologies cannot endorse or guarantee, is not responsible for and does not warrant any materials, information, goods or services available through any linked websites or any privacy or other practices of such websites. Empact Technologies may terminate any link at any time.
Empact Technologies is not responsible for and cannot endorse, guarantee or make any representations or warranties regarding any External Content, or the results that you may obtain from using any External Content. You acknowledge and agree that Empact Technologies shall have no responsibility for any External Content, and that Empact Technologies shall have no responsibility for any loss or harm that may arise from your use of any External Content. If you decide to access any External Content linked to or from the Services, you do so entirely at your own risk.
Empact Technologies may add, modify, disable or remove any link to External Content at any time and in Empact Technologies’s sole discretion, with or without notice to you.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND EMPACT TECHNOLOGIES HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES AND ALL INFORMATION PRESENTED VIA THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, EMPACT TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PRESENTED VIA THE SERVICES; THAT ACCESS TO OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; SECURITY OR PERFORMANCE OF THE SERVICES; EXISTENCE OR ABSENCE OF ANY DEFECTS IN THE SERVICES; OR COMPATIBILITY OF THE SERVICES WITH ANY EQUIPMENT OR SOFTWARE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICES AND FROM DOWNLOADING OR USE OF CONTENT, INFORMATION OR OTHER MATERIALS OBTAINED VIA THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EMPACT TECHNOLOGIES, ITS PARENT, SUBSIDIARIES, AFFILIATES OR JOINT VENTURES, NOR EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARTNERS OR REPRESENTATIVES, BE LIABLE TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THEIR SUBJECT MATTER, UNDER ANY LEGAL THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES; (b) YOUR USE OF THE SERVICES OR ANY IMPAIRMENT, DELAY OR OTHER INTERRUPTION IN THE SERVICES OR YOUR ABILITY TO USE THE SERVICES; (c) LOSS OF BUSINESS, REVENUE OR PROFIT, DIMINUTION IN VALUE OR OTHER ECONOMIC LOSS; (d) HARM TO REPUTATION OR GOODWILL; (e) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (f) CONTENT, ACCURACY OR COMPLETENESS, AND ANY ERRORS IN, OR OMISSIONS FROM, THE MATERIALS INCLUDED IN OR AVAILABLE THROUGH THE SERVICES; OR (g) CONTENT RETRIEVED FROM THE INTERNET EVEN IF RETRIEVED OR LINKED TO, FROM OR WITHIN THE SERVICES, IN EACH CASE REGARDLESS OF WHETHER EMPACT TECHNOLOGIES WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF EMPACT TECHNOLOGIES, OR ITS PARENT, SUBSIDIARIES, AFFILIATES OR JOINT VENTURES, NOR EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARTNERS OR REPRESENTATIVES, TO YOU UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THEIR SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100). ALL CLAIMS AGAINST EACH OF EMPACT TECHNOLOGIES, ITS PARENT, SUBSIDIARIES, AFFILIATES OR JOINT VENTURES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARTNERS OR REPRESENTATIVES WITH RESPECT TO ANY LIABILITY RELATED TO THESE TERMS AND CONDITIONS OR THEIR SUBJECT MATTER SHALL BE AGGREGATED TO DETERMINE SATISFACTION OF SUCH LIMIT, AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE FOREGOING LIMITATION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Certain jurisdictions do not permit the disclaimer or exclusion of certain warranties or the disclaimer, exclusion or limitation of certain liabilities. To the extent that they are held to be legally invalid, disclaimers, exclusions and limitations, including those set forth in Section 12 and Section 13, shall not apply, and all other terms and conditions herein shall remain in full force and effect.
You agree to indemnify, defend and hold harmless Empact Technologies, its parent, subsidiaries, affiliates and joint ventures, and each of their officers, directors, employees, agents, licensors, partners, representatives, successors and assigns (each, an “Indemnitee”) from and against any and all losses, damages, obligations, liabilities, costs, debt and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by such Indemnitee in connection with any claims or action by a third party arising out of or related to (a) your use of and access to the Services; (b) any User Content that you transmit via the Services; (c) your violation of any of your representations, warranties, covenants or obligations under these Terms and Conditions; (d) your violation of any third party right, including, without limitation, any intellectual property or privacy right; or (e) negligence or any more culpable act or omission (including recklessness or willful misconduct) by you in connection with these Terms and Conditions or their subject matter, or your use of the Services. This indemnification obligation shall survive these Terms and Conditions and your use of the Services.
You agree that Empact Technologies may, with or without prior written notice, terminate, suspend or otherwise limit your access to the Services for cause. Cause for such termination, suspension or other limitation of access shall include but not be limited to: (a) any material breach of these Terms and Conditions or other incorporated agreements, rules or guidelines; (b) failure to pay any amount due relating to any of Empact Technologies’s products or services; (c) any request by law enforcement or other government agency; (d) unexpected technical or security issues or problems; and (e) engagement in fraudulent or illegal activities. Further, you agree that all such terminations, suspensions or other limitations of access for cause shall be made in Empact Technologies’s sole discretion, and Empact Technologies shall not be liable to you or any third party for any such termination, suspension or other limitation of your access to the Services. Empact Technologies is not responsible for any loss or damage arising out of your failure to comply with these Terms and Conditions or the steps that may be required as a consequence of any actual or perceived breach or other violation of these Terms and Conditions by you.
(a) Notice to Empact Technologies. Communications made through messaging systems within the Services, if any are available, shall not constitute notice to Empact Technologies or any of its officers, employees, agents or representatives in any situation where notice to Empact Technologies is required by contract or applicable law or regulation. Where notice to Empact Technologies is required by contract or applicable law or regulation, you shall provide written notice to Empact Technologies at:
(b) Notice to You; Consent to Receive Communications in Electronic Form. For purposes of providing notice to you as required by contractual or applicable law or regulation, you (i) consent to receive such notice from Empact Technologies in electronic form, including, without limitation, by sending email to the email addresses linked to your user account with Empact Technologies, and (ii) agree that all terms and conditions, agreements, notices, disclosures and other communications that Empact Technologies provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
(c) Assignment. Empact Technologies may assign or delegate these Terms and Conditions, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms and Conditions without Empact Technologies’s prior written consent, and any unauthorized assignment or delegation by you is ineffective.
(d) Governing Law. Except as expressly set forth herein, you and Empact Technologies each agree that these Terms and Conditions and any dispute arising out of or relating to these Terms and Conditions or use of the Services shall be governed by the laws of the State of Texas without regard to its choice or conflict of law provisions or rules.
(e) Dispute Resolution by Arbitration. Except as set forth in Section 17(m) (Equitable Relief), any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms and Conditions or use of the Services shall be settled exclusively by arbitration involving one arbitrator and administered by the American Arbitration Association (“AAA”) or its successor in accordance with its Commercial Arbitration Rules, including, where applicable, the AAA’s Supplementary Procedures for Consumer-Related Disputes, or other applicable rules as determined by the arbitrator. Arbitration proceedings shall by conducted in Houston, Texas in the English language, and, at the request of either party, result in a written statement of the facts and legal reasoning supporting the decision of the arbitrator(s). The arbitrator may award any individual relief or individual remedies that are permitted by applicable law. Judgement on an award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be confidential, and neither you nor Empact Technologies may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. The costs of arbitration shall be borne equally by the parties. Each party shall pay its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law. The Federal Arbitration Act (“FAA”) shall govern the arbitrability of any dispute arising out of or relating to these Terms and Conditions or the Services.
(f) Waiver of Class and Collective Actions. To the fullest extent permitted by applicable law, YOU AND EMPACT TECHNOLOGIES AGREE THAT (i) ANY CLAIM BROUGHT BY YOU OR EMPACT TECHNOLOGIES AGAINST THE OTHER THAT ARISES FROM OR RELATES TO THESE TERMS AND CONDITIONS OR USE OF THE SERVICES SHALL BE NOT BE ASSERTED AS A CLASS ACTION OR COLLECTIVE ACTION, WHETHER IN ARBITRATION, COURT OR ANY OTHER FORUM; AND (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDE RELIEF. Disputes between the parties arising from or relating to these Terms and Conditions or use of the Services shall be resolved only on an individual basis and will not be joined or consolidated with any other proceeding that involves any claim or controversy of any other party. Neither party shall have a right to resolve such disputes on a class action basis or on any basis involving such disputes brought in a purported representative capacity on behalf of other persons or entities similarly situated or the general public.
(g) Limitation of Time to File Claims. Each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and Conditions or use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
(h) Third Party Beneficiaries. Except as expressly set forth herein and except for Empact Technologies’s service providers, licensors or others involved in creating or providing the Services, nothing herein, express or implied, shall give or be construed to give any rights hereunder to any third party.
(i) Entire Agreement. These Terms and Conditions, together with any Additional Terms or other documents that are expressly incorporated by reference, shall constitute the entire agreement between you and Empact Technologies regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the Services.
(j) Waiver. The failure of either party to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. No waiver of Empact Technologies’s rights under these Terms and Conditions shall be valid or effective except by a written agreement bearing the physical signature of an officer of Empact Technologies. No purported waiver or modification of these Terms and Conditions by Empact Technologies via telephonic or email communications shall be valid.
(k) Severability. If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms and Conditions will continue in full force and effect.
(l) Headings. The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.
(m) Equitable Relief. You acknowledge that any breach or threatened breach by you of Section 6 (Use Restrictions), Section 9 (Intellectual Property) or Section 18 (Confidentiality) would cause irreparable harm to Empact Technologies for which monetary damages would be an inadequate remedy. Notwithstanding Section 17(e), Empact Technologies may seek injunctive or other equitable relief in any court of competent jurisdiction, without posting a bond or proving actual damages, and such relief shall be in addition to, and not in lieu of, all other remedies available at law or in equity, which remedies are cumulative. Seeking such relief shall not constitute a waiver of the right to arbitrate any other claim.
(a) Confidential Information. In connection with your access to and use of the Services, you may be given access to non-public information of Empact Technologies, an Account Holder or other users, including non-public features and functionality, product roadmaps, pricing, technical and security documentation, and business or operational data submitted to the Services by or on behalf of an Account Holder (collectively, “Confidential Information”). Confidential Information does not include information that (i) is or becomes publicly available other than through your act or omission, (ii) was lawfully known to you without restriction prior to disclosure, or (iii) is lawfully obtained by you from a third party without restriction.
(b) Obligations. You shall (i) hold all Confidential Information in confidence and not disclose it to any third party, (ii) use Confidential Information solely as necessary for your permitted use of the Services and, where applicable, in the course of performing work for the Account Holder through which your access was granted, and (iii) protect Confidential Information using at least the degree of care you use to protect your own confidential information of like importance, and in no event less than reasonable care. These obligations continue for so long as the information remains non-public and survive any termination or suspension of your access to the Services. No “residuals,” “unaided memory” or similar provision in any other agreement shall permit any use or disclosure of Confidential Information, and any such provision is of no force or effect as against Empact Technologies.
(c) Compelled Disclosure. If you are required by law, regulation or valid legal process to disclose any Confidential Information, you shall, to the extent legally permitted, provide Empact Technologies with prompt written notice and reasonable cooperation so that Empact Technologies may seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information you are legally required to disclose.
(d) Return or Destruction. Upon any termination, suspension or expiration of your access to the Services, you shall immediately cease all use of the Confidential Information and shall, within ten (10) business days, return or destroy all Confidential Information in your possession or control and, upon request, certify in writing that you have done so. You may retain copies residing in routine automated backup systems and any materials you are required to retain by applicable law, in each case subject to this Section 18 for so long as they are retained.
The Services are provided and operated by Empact Technologies, Incorporated, 1000 Main Street, Suite 2300 PMB1087, Houston, TX 77002
All other questions, comments, concerns, requests for technical assistance and communications may be directed to Empact Technologies at the address above, by email at info@empacttechnologies.com; provided, however, that any comments, ideas, suggestions, analysis, requested modifications and improvements shall constitute Feedback in accordance with Section 9 above.