Terms of service

Last Updated: June 29, 2024 Welcome to Empirelytics
Empirelytics is an online marketplace operated by Empirelytics Ltd. ("Empirelytics," "we," or "us"), a private limited company registered in England and Wales (Company Number 14853566) with its registered office at 61 Bridge Street, Kington, HR5 3DJ, England. We provide a platform for third-party sellers to list digital assets for sale and connect with potential buyers to communicate and transact.

Acceptance of Terms

By using Empirelytics (the "Website") and our associated products or services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"), which incorporate our Privacy Policy (available at https://empirelytics.com/privacy-policy) and Cookies & Tracking Policy (available at https://empirelytics.com/cookies-tracking-policy). Please read these documents carefully before using our Services. If you disagree with these Terms, please do not access or use the Website or Services.

Additional Terms

Certain Services may be subject to additional terms and conditions ("Additional Terms"), which will be presented to you before you use those specific Services. These Additional Terms, along with these general Terms, constitute the entire agreement between you and Empirelytics regarding your use of our Website and Services.

Empirelytics Invest

Use of our Empirelytics Invest service is governed by the Empirelytics Invest Terms & Conditions, available at Empirelytics.

1. Privacy

Your privacy is important to us. Please review our Privacy Policy and Cookies & Tracking Policy carefully, as they govern our data practices and explain how we collect, use, and share your personal information.
By using our Website and Services, you consent to the collection and processing of your personal information, including your name, contact information, payment details, browsing behavior, profile information (including your profile photo), and site activity. We use this information to provide, maintain, and improve our Services, as well as to personalize your experience and connect you with relevant buyers and sellers.

Data Use and Sharing

We may use your personal information, including your browsing, profile information, and site activity, in our proprietary and third-party algorithms to recommend suitable deals and buyers to you. If you are matched with a potential buyer or seller, we will share your profile information, including a summary you have provided, your profile photo, and your preferences with them. However, we will not disclose your phone number, street address, or email address to other parties on the site.

Your Responsibilities

You are responsible for complying with all applicable privacy laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR), when handling the personal information of other users on our platform. You must not use their personal information for any purpose other than those directly related to transactions on our platform unless you have their explicit consent.

Electronic Communication

By using the Empirelytics Services or sending us emails, text messages, or other communications from your devices, you consent to receive electronic communications from us. These communications may be in the form of emails, texts, in-app notifications, or messages through our discussion forum.

You agree that electronic communications from us satisfy any legal requirement that such communication be in writing. This includes, but is not limited to, notices, disclosures, agreements, and other information related to your use of the Empirelytics Services.

2. Copyright and Other Rights

All content made available through the Empirelytics Services, including but not limited to text, graphics, logos, button icons, images, video and audio clips, digital downloads, and data compilations, is the property of Empirelytics or its licensors and is protected by copyright, database rights, and other intellectual property laws in the United Kingdom and internationally.

Permitted Use

You are granted a limited, non-exclusive, non-transferable license to access and use the content on the Empirelytics Services solely for the purpose of using the Services as permitted by these Terms. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or Services, except as follows:

  1. You may store files that are automatically cached by your web browser for display enhancement purposes.
  2. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
Prohibited Use

You may not use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the Empirelytics Services or their content without our express written consent. You also may not create and/or publish your own database that features substantial parts of the Empirelytics Services or their content without our express written consent.

3. Trademarks

The graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Empirelytics Services are trademarks or trade dress of Empirelytics in the UK and other countries.
Empirelytics' trademarks and trade dress may not be used in connection with any product or service that is not Empirelytics', in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Empirelytics.
All other trademarks not owned by Empirelytics that appear on the Empirelytics Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Empirelytics.

Restrictions on Use

You may not use any Empirelytics trademark, logo, or trade dress without our express written consent. This includes, but is not limited to, the following:

  1. Framing: You may not frame or utilize framing techniques to enclose any Empirelytics trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express written consent.
  2. Meta Tags and Hidden Text: You may not use any meta tags or other "hidden text" utilizing Empirelytics' names or trademarks without our express written consent.
4. Your Account
Eligibility

By registering an account with Empirelytics, you represent and warrant that:

  1. You are at least 18 years old and legally capable of entering into binding contracts.
  2. If you are registering on behalf of a business, organization, or other legal entity, you have the authority to bind that entity to these Terms.

You may maintain multiple accounts on Empirelytics, but you are limited to one personal account and one business account.

Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Empirelytics will not be liable for any loss or damage arising from your failure to comply with this section.

Account Accuracy

You must provide accurate and complete information when registering for an account and must keep your information up to date. You can access and update your account information through your account dashboard.

Account Termination and Suspension

We reserve the right to suspend, restrict, or terminate your account, or remove or edit content posted by you, if we have reasonable grounds to believe that you have violated these Terms, applicable laws, or engaged in fraudulent or misleading activity. We may also take such action in cases of suspected shill bidding or similar practices. The specific action taken will depend on the nature of the violation and other relevant factors.

5. ID Verification
  1. Government ID Verification
  2. Any reference to a buyer or seller being "verified" on Empirelytics means only that they have successfully completed our identity verification process. This verification is not an endorsement, certification, or guarantee by Empirelytics of any buyer or seller's identity, background, trustworthiness, safety, or suitability.

    To access certain Empirelytics Services, you may be required to provide proof of identity or undergo additional identity verification. You agree to provide Empirelytics or its authorized third-party service providers with any identification documents (e.g., copies of passports or government-issued driver's licenses) that we request for verification purposes.

  3. Data Verified and Vetted by Empirelytics
  4. Sellers can connect their assets to third-party providers like Google Analytics, Google AdSense, Shopify, WooCommerce, Stripe, and others. Listings marked "Data Verified" indicate the seller has connected with at least one of these providers.
    Our team of specialists, including broker partners, may review assets to verify the accuracy of displayed data. Listings marked "Vetted by Empirelytics" indicate that an Empirelytics representative or broker partner has reviewed and confirmed the seller's information.
    Disclaimer: Even if a listing is marked "Data Verified" or "Vetted by Empirelytics," Empirelytics makes no warranties or representations about the accuracy, completeness, or future performance of the data or the business/asset. Third-party data verification or review by Empirelytics is not a substitute for your own due diligence. As a buyer, you are responsible for thoroughly investigating any potential purchase, including independently reviewing financial information, market conditions, and other relevant factors.

  5. Funds Verification
  6. Buyers can become "Funds Verified" by verifying with Plaid.com or manually submitting documents to Empirelytics, demonstrating a minimum of USD $5,000 in qualifying assets. Funds Verified Buyers are identified with a badge on their profile and receive exclusive access to listings over USD $250,000. They also get automatic approval for confidential listings upon signing a Non-Disclosure Agreement (NDA).

6. Empirelytics's Role
Marketplace Facilitator

Empirelytics operates as an online marketplace that enables third-party sellers to list and sell their digital assets. We do not own, create, sell, resell, provide, control, offer, or deliver any of the listed assets. The seller of each asset is clearly identified on the respective listing page.

Empirelytics facilitates transactions between buyers and sellers on the Website, but we are not a party to these transactions. The contract for the sale of an asset is solely between the buyer and seller. Empirelytics is not an agent of either party and does not assume any responsibility for the contract or the transaction.

Dispute Resolution

In the event of a dispute between a buyer and seller, Empirelytics is not a party to the transaction and will not participate in the dispute resolution process, except as follows:

  1. Prior to the shipping or delivery of the assets, or if such action is not possible, Empirelytics may, at its sole discretion, cancel the transaction if it receives notice of a dispute from either party.
  2. If either party initiates legal action against Empirelytics arising from a dispute, the non-litigating party agrees to indemnify and hold Empirelytics harmless.
No Liability

Empirelytics is not responsible for:

  1. The existence, quality, legality, or suitability of any listed asset.
  2. The accuracy, completeness, or truthfulness of any information provided in a listing.
  3. The future performance or profitability of any listed asset.
  4. The actions or conduct of any buyer, seller, or third party on the Website.
  5. The quality or suitability of any third-party goods or services used by Empirelytics, buyers, or sellers.
Buyer's Responsibility

Your decision to purchase a listed asset is solely your responsibility and should be based on your own due diligence and the advice of your legal, tax, and other advisors. Empirelytics may provide summary descriptions of assets, but you are responsible for independently investigating and verifying all aspects of a potential purchase.

Legal Services Disclaimer

Empirelytics may offer access to legal services and template legal documents through Empirelytics Legal, powered by Contracts Counsel. These services and documents are provided for informational purposes only and do not constitute legal or financial advice. Empirelytics and Contracts Counsel do not warrant the suitability or appropriateness of these documents for your specific needs. We strongly recommend that you seek independent legal counsel for any legal matters.

7. Listing Rules
Permitted Assets

The following types of digital assets may be listed for sale on Empirelytics:

  1. Website or application files, including HTML, codebase, source code, logos, images, media, licenses, and other associated works.
  2. Rights and obligations under agreements with third parties related to the asset, such as hosting agreements, payment provider agreements, affiliate agreements, and seller agreements.
  3. Brand names associated with a business, including any registered trademarks specified in the listing.
  4. Business records.
  5. Domain name rights.
  6. Other documented assets, including inventory, legal agreements, employment agreements, leasing agreements, and other agreements critical to the sale and operation of a business.
  7. Any other particulars specified as being sold as part of the listing.
Prohibited Assets

Empirelytics does not permit the listing or sale of securities through its Services.

Listing Requirements

When creating a listing, you must provide complete and accurate information about your asset, including a detailed description, current and historical financial data (where applicable), and any other relevant details. You are responsible for keeping your listing information up-to-date.
You must set a reasonable asking price for your asset, either a fixed price or an auction starting price, reserve price, and optional "Buy It Now" price. Empirelytics reserves the right to prevent or suspend listings with unreasonable or unrealistic prices.

Seller Warranties and Representations

By listing an asset, you warrant and represent to Empirelytics and potential buyers that:

  1. You own the asset or have the legal right to sell it.
  2. You own all intellectual property rights associated with the asset, including copyright, patent, trademark, and design rights.
  3. The asset is transferable to a buyer.
  4. All agreements with third parties related to the asset are transferable to the buyer.
Prohibited Listings

You may not create a listing for an asset that:

  1. Is obscene, vulgar, offensive, or otherwise inappropriate as determined by Empirelytics.
  2. Infringes the rights of any third party or facilitates such infringement.
  3. Is associated with activities that violate any applicable laws.
  4. Empirelytics deems to be in breach of these Terms.
8. Listing Types

Empirelytics offers two types of listings:

Fixed-Price Listings:
  1. The seller sets a fixed price for the asset.
  2. Buyers can submit offers to purchase the asset at the listed price or a different price.
  3. The seller can accept, reject, or counter any offer.
  4. If a seller accepts an offer, both parties are committed to completing the transaction at the agreed-upon price.
Auction-Format Listings:
  1. The seller sets a starting bid and a reserve price (the minimum price they are willing to accept).
  2. Buyers place bids for a specified period (typically 30 days).
  3. Bids must exceed the current highest bid.
  4. At the end of the auction, the highest bidder wins if their bid meets or exceeds the reserve price.
  5. The winning bidder is committed to purchasing the asset at their bid price.
Buy It Now Option

Some listings may have a "Buy It Now" option, allowing a buyer to purchase the asset immediately at a predetermined price set by the seller. By clicking "Buy It Now," the buyer commits to purchasing the asset at that price, subject to the seller's acceptance.

Empirelytics acts as a marketplace facilitator and is not an auctioneer. Sellers conduct auctions on their own behalf.

9. Exclusivity
Exclusive Listing Requirement

If you list an asset with an asking price (for fixed-price listings) or a reserve price (for auction-format listings) of USD $25,000 or more, you agree to promote and sell that asset exclusively through the Empirelytics Services.

Restrictions on Using Other Platforms
  1. Assets up to $100,000: For assets valued up to $100,000, you agree not to use any other platform, marketplace, or service, including broker services, to promote or sell your asset while it is listed on Empirelytics and for 90 days after removing the listing, unless you have obtained express written permission from Empirelytics.
  2. Assets up to $15 Million: For assets valued up to $15 million, you agree not to use any other platform, marketplace, or service, including broker services, to promote or sell your asset while it is listed on Empirelytics and for 180 days after removing the listing, unless you have obtained express written permission from Empirelytics.
Consequences of Non-Compliance

If Empirelytics determines that you have violated this exclusivity clause, we reserve the right to immediately suspend your listing, terminate your account, and potentially take further action to recover any applicable success fees.

10. Marketplace Circumvention
  1. Communication Through Empirelytics
  2. All inquiries and discussions regarding a listed asset must be conducted through the Empirelytics platform, unless explicitly authorized in writing by Empirelytics. This ensures transparency, protects both buyers and sellers, and allows us to facilitate a secure transaction environment.

  3. Success Fee Payment
  4. If you make or accept payment for a listed asset outside of the Empirelytics platform, you are still liable for the applicable success fee. Empirelytics is entitled to this fee for providing the platform and services that facilitated the connection and initial interest in the asset. If we are unable to collect the success fee from the seller, the buyer becomes responsible for paying it.

11. Our Fees
  1. Listing Fees
  2. A non-refundable listing fee is charged when you create a listing on Empirelytics. Current listing fees are available on our [Empirelytics Pricing Page](insert pricing page link). No additional fee is charged for editing an existing listing. The listing fee is payable whether or not the asset is sold.
    To cancel your listing or account, please email [email protected] and follow the instructions provided in our response.

  3. Success Fees
  4. If you sell an asset to a buyer who learned of your listing or connected with you through the Empirelytics Website, you must pay Empirelytics a
    non-negotiable and non-refundable success fee. This fee is calculated as a percentage of the total transaction value (including taxes) and is detailed on our [Success Fee Page](insert success fee page link).
    We reserve the right to modify our success fees at any time, providing you with reasonable notice before the changes take effect.

  5. Success Fees Collection
  6. If an invoice for the success fee remains unpaid, Empirelytics may charge your credit card on file for the outstanding amount. By using our Services, you authorize us to do so. We will make reasonable efforts to notify you before charging your card and will provide an invoice for the unpaid amount. If the balance remains unpaid after the due date, we may proceed with the charge without further notice. You are responsible for ensuring that your credit card information is accurate and current.

12. Credits and Refunds Refunds

If Empirelytics issues a refund, it will be processed using the same payment method you used for the original transaction. We may refund a payment if you are entitled to a refund under these Terms, if required by law, or at our discretion. Our decision regarding refunds is final and cannot be disputed.

Credits

You may earn credits for various activities on the Website. These credits are not a form of currency and cannot be exchanged for cash or used to purchase listed assets. Credits can be used to pay for certain EmpirelyticsServices, as specified in our credit redemption policies.

We reserve the right to deduct credits from your balance to cover any amounts you owe to Empirelytics, including compensation for losses we incur due to your breach of these Terms.

Credit Expiration
Your credits will expire 12 months after the date of your last credit usage. Any unused credits will be forfeited after this period. We are not liable for unauthorized withdrawals or spending of your credits, even if it results from unauthorized use of your account.
13. Payment Processing
Third-Party Payment Processors

Empirelytics is not an escrow service and does not hold funds or assets on behalf of users. We are also not a payment provider. All payment processing services for transactions on the Empirelytics platform are provided by independent third-party payment processors.

Authorization

By using our Services, you authorize Empirelytics to share your payment information and instructions with the relevant third-party payment processor(s) to facilitate your transactions.

14. Valuation Calculator
Estimation Tool Only

Empirelytics provides a valuation calculator as a tool to assist you in determining a potential listing price for your asset. However, you are solely responsible for setting the final asking price.

Any valuation generated by the Empirelytics Valuation Calculator is an estimate only and should not be considered a professional valuation. The valuation is produced using a mathematical model based on available data and does not involve an in-depth analysis of your specific asset. It also does not take into account market conditions or unique features that may affect the actual value or saleability of your asset.

15. Due Diligence
Due Diligence Services

Empirelytics offers due diligence services to help buyers assess listed assets. You can purchase a due diligence report on a listed asset.
However, while we strive for accuracy, we make no representations or warranties regarding the completeness, accuracy, or adequacy of the information in these reports. We expressly disclaim any liability for errors or omissions in the report's content.

No Warranty

The due diligence reports are provided "as is," without any warranty, express or implied, including but not limited to warranties of
non-infringement of third-party rights, title, merchantability, or fitness for a particular purpose.

Informational Purposes Only

The information in our due diligence reports is for informational purposes only and should not be considered legal, financial, or business advice. We do not recommend or endorse any specific investment or business decision.

Risk Acknowledgement

You acknowledge that purchasing a website or online business involves inherent risks. We are not responsible for any losses or damages you may incur as a result of your reliance on the information in our due diligence reports.

Educational Use Only

The information provided in our due diligence reports is intended solely for educational purposes. We strongly encourage you to seek independent professional advice from qualified experts regarding legal, financial, tax, or other matters before making any investment decisions.

16. Reviews, Comments, and Communications
Acceptable Content

You may post reviews, comments, questions, or other content on the Empirelytics platform, as long as the content is:

  1. Relevant to the listed assets or services.
  2. Not of a personal or soliciting nature.
  3. Not an attempt to conduct transactions outside of the Empirelytics platform.
  4. Not illegal, obscene, abusive, threatening, defamatory, or invasive of privacy.
  5. Not infringing on intellectual property rights.
  6. Not harmful to third parties or otherwise objectionable.
Prohibited Content

You may not post or send any content that contains:

  1. Software viruses or malware.
  2. Political campaigning or lobbying.
  3. Commercial solicitations, chain letters, mass mailings, or spam.

You may not use a false email address, impersonate others, or mislead as to the origin of any content or communication.

Empirelytics' Right to Moderate Content

We reserve the right, but are not obligated, to remove or edit any content at any time and for any reason, at our sole discretion.

Privacy of Communications

While comments and reviews are visible to other users, direct messages and exchanges within the discussion forum are private between the participants. However, Empirelytics may access these communications for moderation, security, or legal compliance purposes.

17. Confidential Information Seller's Confidential Information

To list an asset for sale on Empirelytics, you will need to provide certain confidential information relating to the asset, including but not limited to:

  1. Information explicitly marked or disclosed as confidential by you.
  2. Financial, traffic, user, and other business information.
  3. Details about your asset or business, including the URL (if applicable).
  4. Profit and loss statements or balance sheets.
  5. Any other information relevant to the listed asset.

This information is collectively referred to as "Your Confidential Information."

Ownership of Confidential Information

Your Confidential Information remains your property, and you retain all rights, title, and interest in it, including intellectual property rights, privacy rights, and other proprietary rights.

Confidentiality by Empirelytics

Empirelytics agrees to treat Your Confidential Information as confidential and will not disclose it except under the following circumstances:

  1. You make the information publicly available to registered users and account holders by publishing it as a public listing.
  2. For "Confidential" listings, we may disclose Your Confidential Information to:
    • Registered users or account holders who you approve and who have signed your Non-Disclosure Agreement (NDA).
    • Funds Verified Buyers who have signed your NDA.
Limited Disclosure

Empirelytics may disclose Your Confidential Information to its employees, agents, attorneys, accountants, officers, and directors ("Representatives") solely for the purpose of providing our Services.

Required Disclosure

In the event that Empirelytics is legally compelled to disclose Your Confidential Information, we will provide you with prompt written notice, if permitted by law, so you can seek a protective order or waive compliance with this confidentiality obligation. If, despite our efforts, we are legally required to disclose Your Confidential Information, we will do so without liability under these Terms.

18. Intellectual Property Rights
Your Content

You are solely responsible for the content you post on Empirelytics. By posting content, you represent and warrant that you own or have the necessary rights to use and share that content. You further warrant that the content is accurate, complies with these Terms, and does not violate any applicable laws.

License to Empirelytics

By posting content on the Empirelytics platform, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in any media and for any purpose.

This license is irrevocable for the duration of the intellectual property rights in your content. To the extent permitted by law, you waive any moral rights (such as the right to be identified as the author or to object to derogatory treatment of your content) and agree to take any further actions necessary to perfect these rights at our request.

Empirelytics' Intellectual Property

Empirelytics' name, logos, product and service names, designs, and slogans are trademarks of Empirelytics or its affiliates or licensors. You may not use these trademarks without our prior written permission. All other trademarks on the Website belong to their respective owners.

Indemnification

You agree to indemnify and hold harmless Empirelytics and its affiliates, officers, directors, employees, agents, and licensors from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to your content, except to the extent that such claims arise from our failure to promptly remove content after being notified of its infringing or unlawful nature.

19. Third-Party Links

The Empirelytics Website may contain links to external websites or resources that are not owned or controlled by us (e.g., links to social media platforms or analytics tools). We provide these links for your convenience, but we are not responsible for their content or practices.

Use at Your Own Risk

You acknowledge and agree that you access and use these third-party websites and resources entirely at your own risk. We encourage you to review the terms of use and privacy policies of each third-party website or resource before interacting with them.

No Endorsement or Liability

Empirelytics does not endorse or make any representations or warranties regarding any third-party websites or resources linked from our Website. We are not a party to any agreements you may enter into with these third parties and will not be liable for any claims or damages arising from your use of them.

20. Prohibited Activities

You agree not to use the Empirelytics Services for any of the following purposes:

  1. Disrupting or Impairing the Services: You may not engage in any activity that disrupts, damages, or impairs the functionality or accessibility of the Empirelytics Services, including but not limited to overloading, flooding, or attempting to gain unauthorized access to our systems.
  2. Harming Other Users: You may not use the Services to harass, harm, or otherwise interfere with the experience of other users. This includes, but is not limited to, sending unsolicited or spam messages, impersonating other users, or engaging in any form of cyberbullying.
  3. Fraudulent or Unlawful Activities: You may not use the Services for any fraudulent, deceptive, or unlawful activities. This includes, but is not limited to, misrepresenting your identity, posting false or misleading information, or engaging in any activity that violates applicable laws or regulations.
  4. Violating these Terms: You may not use the Services in any way that violates these Terms or any other policies or agreements governing your use of the Empirelytics platform.
21. Disclaimer & Liability
No Warranties

Unless otherwise specified in writing, Empirelytics provides the Website and Services "as is" and disclaims all representations and warranties, express or implied, including but not limited to:

  1. The absence of viruses or other harmful components.
  2. Uninterrupted or error-free use of the Services.
  3. The suitability or availability of the Services.
Limitation of Liability

To the fullest extent permitted by law, Empirelytics will not be liable for:

  1. Losses arising from the unavailability or inability to use the Services.
  2. Losses not directly caused by our breach of these Terms.
  3. Any indirect, incidental, consequential, or special damages, including lost profits, revenue, data, or goodwill.
  4. Delays or failures to perform our obligations due to events beyond our reasonable control (as defined in the Force Majeure clause).

For any other loss or damage relating to the Services, our liability is limited to the amount you paid us for the relevant Services.

Statutory Rights

Nothing in these Terms shall exclude or limit our liability for:

  1. Death or personal injury caused by our negligence.
  2. Fraud or fraudulent misrepresentation.
  3. Any other matter for which liability cannot be excluded or limited under applicable law.
Disclaimer for Technologically Harmful Material

To the fullest extent permitted by law, Empirelytics is not liable for any loss or damage caused by technologically harmful material (e.g., viruses, malware) that may infect your computer equipment, software, data, or other property due to your use of the Website or Services, or from downloading any material posted on it or any linked website.

22. Indemnity

You agree to indemnify, defend, and hold harmless Empirelytics and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  1. Your use of the Website or Empirelytics Services.
  2. Your purchase or sale of assets on the platform.
  3. Your breach of these Terms.
  4. Empirelytics' use of your content in accordance with these Terms.
  5. Your violation of the rights of any third party, including other buyers or sellers.
  6. Any misrepresentations you make in connection with your use of the Services.
23. Applicable Law and Jurisdiction

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. However, either party may seek injunctive relief (a court order to prevent a specific action) in any court of competent jurisdiction to protect their intellectual property or other proprietary rights.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

24. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is due to a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to:

  1. Natural disasters (e.g., fire, earthquake, storm, flood, hurricane, or other acts of God).
  2. War, terrorism, sabotage, or civil unrest.
  3. Industrial action, strikes, or lockouts.
  4. Denial of service attacks, telecommunications failures, hardware or software failures, or failures of third-party software.
  5. Significant and unexpected increases in demand for the Empirelytics Services that exceed normal operating levels and cause technical difficulties.
  6. Failure of third parties (e.g., banks, financial institutions) to fulfill their obligations to Empirelytics.

If a Force Majeure Event occurs, the affected party shall promptly notify the other party and shall use reasonable efforts to minimize the impact of the event and resume performance as soon as possible.

25. Notices

Empirelytics may provide notices to you through various channels, including:

  1. General notices posted on the Website.
  2. Email sent to the address associated with your account.
  3. Telephone calls or text messages to the phone number(s) you provided.
  4. Written communication sent by mail or pre-paid post to the address linked to your account.

Notice will be deemed given:

  1. 48 hours after sending by mail or pre-paid post.
  2. 12 hours after sending by email or telephone.

To provide notice to Empirelytics, please send written communication by mail or pre-paid post to our registered office address:
Empirelytics Ltd. 61 Bridge Street Kington, HR5 3DJ England

26. Assignment

Empirelytics may assign its rights and obligations under these Terms, in whole or in part, without your consent. However, you may not assign, transfer, or delegate your rights or obligations under these Terms without our prior written consent, which may be granted or withheld at our sole discretion.

27. Waiver

Any waiver of a provision or right under these Terms must be in writing and signed by the party waiving the right. A single or partial exercise of any right, power, or remedy under these Terms does not preclude any other or further exercise of that or any other right, power, or remedy. All rights, powers, and remedies under these Terms are cumulative and not exclusive of any other rights or remedies available under law.

28. Entire Agreement

These Terms, along with the Privacy Policy, Cookies & Tracking Policy, and any applicable Additional Terms, constitute the entire agreement between you and Empirelytics regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.

29. Amendments and Access
Changes to Terms and Services

Empirelytics reserves the right to modify these Terms, our policies, and our listings at any time. We will notify you of any material changes by posting a notice on the Website or through other communication channels. Your continued use of the Website and Empirelytics Services after the posting of revised Terms constitutes your acceptance of those changes.

Website and Service Modifications

We reserve the right to modify, suspend, or discontinue the Website or any part of the Empirelytics Services at any time, with or without notice. We will not be liable if for any reason all or part of the Website or Services are unavailable at any time or for any period. We may also restrict access to certain parts of the Website or Services to specific users, including registered users.

30. Severability

If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, that provision will be severed from the Terms to the extent necessary, and the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be replaced with a valid and enforceable provision that most closely reflects the original intent of the parties.