Terms of Service
Terms of Service
Effective Date: January 1, 2024 — Last Revised: ' . date('F d, Y') . '
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and Empirelytics ("we," "us," or "our") governing your access to and use of the Empirelytics website, platform, applications, and all related services (collectively, the "Platform"). Empirelytics operates as an online marketplace where users list, discover, negotiate, purchase, and sell digital assets, including but not limited to websites, domain names, software applications, online businesses, and related digital properties ("Digital Assets").
By creating an account, accessing, or using the Platform in any manner, you represent that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not access or use the Platform.
These Terms incorporate by reference our Privacy Policy, which describes how we collect, use, and protect your personal information.
1. Eligibility and Account Registration
1.1 Eligibility
To use the Platform, you must be at least 18 years of age and capable of entering into a legally binding contract. By creating an account, you represent and warrant that you meet these requirements. The Platform is not available to persons under 18 or to any user whose account has been suspended or terminated by us.
1.2 Account Creation
You must create an account to access core Platform features, including listing Digital Assets, making offers, and initiating transactions. When creating an account, you agree to:
- Provide true, accurate, current, and complete information as prompted by the registration form
- Use your legal first and last name as they appear on your government-issued identification
- Maintain and promptly update your account information to keep it accurate
- Create only one account unless we grant explicit written permission for a second account
- Not transfer, sell, or allow any other person to use your account credentials
1.3 Account Security
You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately at [email protected] of any unauthorized use of your account or any other breach of security. Empirelytics is not liable for any loss or damage arising from your failure to comply with this obligation.
1.4 Identity Verification
We reserve the right to require identity verification (KYC) at any time as a condition of using certain Platform features, including but not limited to listing Digital Assets for sale, initiating transactions above specified thresholds, and withdrawing funds. Verification may require submission of government-issued identification, a self-portrait photograph, and proof of address. We may use third-party verification services for this purpose. Failure to complete verification when requested may result in account limitation, suspension, or termination.
2. Description of Services
2.1 Marketplace
Empirelytics provides a venue where sellers may list Digital Assets for sale and buyers may discover, evaluate, and purchase such assets. We are not a party to any transaction between buyers and sellers. We do not own, create, sell, resell, control, or endorse any Digital Asset listed on the Platform. We do not guarantee the existence, quality, safety, authenticity, or legality of any listed asset.
2.2 Escrow Services
For qualifying transactions, Empirelytics facilitates payment through an escrow mechanism. When a buyer and seller agree to terms, the buyer’s payment is held by our payment processor until the seller transfers the agreed-upon Digital Asset and the buyer confirms receipt, or until a dispute is resolved under Section 8. The escrow process is governed by the specific escrow instructions presented during each transaction.
2.3 Asset Verification
We offer optional tools that allow sellers to verify ownership or control of third-party assets associated with a listing, including Google Analytics (GA4) properties, Google Search Console sites, and Google AdSense accounts, through OAuth-based authentication. A verified status indicates that at the time of verification, the seller’s Google account had access to the claimed asset. Verification does not guarantee ownership, revenue, traffic, or any other metric. Buyers must conduct their own due diligence independent of any verification badge or indicator displayed on the Platform.
2.4 Platform Modifications
We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Platform or any feature thereof.
3. User Obligations and Prohibited Conduct
3.1 Accurate Representations
You agree that all information you provide on the Platform—including in your profile, listings, messages, offers, and verification submissions—shall be truthful, accurate, and not misleading. You may not misrepresent the ownership, revenue, traffic, expenses, technology, intellectual property rights, or any other material fact concerning any Digital Asset you list for sale or express interest in purchasing.
3.2 Prohibited Conduct
You agree not to:
- Use the Platform for any unlawful purpose or in violation of any applicable local, state, national, or international law
- List or attempt to sell Digital Assets that you do not own or have the legal right to transfer
- List or attempt to sell Digital Assets involved in or derived from illegal activity, including but not limited to malware distribution, phishing, spam operations, copyright circumvention tools, counterfeit goods, stolen data, or unauthorized access tools
- Manipulate or falsify traffic statistics, revenue figures, analytics data, screenshots, or any other information provided in a listing
- Use the Platform to conduct or facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crime
- Circumvent or attempt to circumvent Platform fees by conducting transactions outside the Platform with users first contacted through the Platform
- Harass, threaten, defraud, or deceive any other user
- Scrape, crawl, or index any portion of the Platform except as permitted by robots.txt and applicable law
- Upload or transmit viruses, malware, or any code of a destructive nature
- Attempt to gain unauthorized access to any part of the Platform, other users’ accounts, or Empirelytics systems
- Interfere with or disrupt the Platform, its servers, or network infrastructure
- Use a third-party service to automate Platform actions (bots, scripts) without our express written permission
- Create listings that are deceptive in title, description, price, or asset classification
- Post content that infringes on any third party’s intellectual property, privacy, or publicity rights
3.3 Compliance with Laws
You are solely responsible for compliance with all laws applicable to your use of the Platform, including laws governing the sale and transfer of digital assets, export controls, tax reporting, and business licensing in your jurisdiction and the jurisdiction of any buyer or seller with whom you transact.
4. Listings and Transactions
4.1 Listing Creation
When you create a listing on the Platform, you represent and warrant that:
- You have the legal right to sell, transfer, and deliver the Digital Asset described in the listing
- The Digital Asset and its sale do not violate any third-party rights, including intellectual property, contractual, or licensing obligations
- All information in the listing—including revenue, traffic, expenses, technology stack, domain registration details, and monetization methods—is accurate as of the listing date and will be updated if any material changes occur
- The listing price and terms are truthful and you intend to honor them if an acceptable offer is made
4.2 Offers and Acceptance
A binding contract between buyer and seller is formed when a seller accepts a buyer’s offer through the Platform, or when a buyer accepts a seller’s counter-offer. Once accepted, both parties are obligated to complete the transaction in accordance with the agreed terms and the Platform’s escrow process, unless the transaction is lawfully cancelled under Section 8 (Disputes).
4.3 Asset Transfer
Upon acceptance of an offer and confirmation of escrow funding, the seller must complete transfer of the Digital Asset within the timeframe specified in the listing or as otherwise agreed in writing. Transfer includes providing all necessary credentials, files, accounts, domain authorization codes, database exports, documentation, and any other materials required for the buyer to assume full control and ownership of the Digital Asset. The seller must reasonably cooperate with the buyer for a period of at least fourteen (14) days post-transfer to ensure continuity of operations, unless a longer transition period is specified in the listing terms.
4.4 Buyer Due Diligence
Buyers are responsible for conducting their own due diligence before making an offer or entering into a transaction. This includes independently verifying all claims made in a listing, including revenue, traffic, expenses, asset ownership, intellectual property status, and any other material representation. Empirelytics provides the Platform and escrow facilitation but does not evaluate, warrant, or guarantee the accuracy of any listing, the quality of any Digital Asset, or the performance of any party to a transaction.
5. Fees and Payments
5.1 Platform Fees
Empirelytics charges fees for certain Platform services, including but not limited to successful-asset-sale commissions, featured-listing placements, and promoted listings. All applicable fees are disclosed before you incur them. Fees are non-refundable except as expressly provided in these Terms or as required by applicable law. We reserve the right to modify our fee structure upon thirty (30) days’ notice, with such changes applying prospectively only.
5.2 Commission
Upon successful completion of a transaction, the seller is charged a commission calculated as a percentage of the total transaction value, as disclosed in the fee schedule published on the Platform at the time of sale. The commission is deducted from the sale proceeds before disbursement to the seller unless alternative payment arrangements are agreed upon.
5.3 Payment Processing
All payments are processed through third-party payment processors. By initiating a payment, you agree to the terms and conditions of the applicable payment processor. Empirelytics does not store full payment-card numbers. We are not responsible for delays, errors, or failures attributable to payment processors.
5.4 Taxes
You are solely responsible for determining, reporting, and remitting all taxes applicable to your transactions on the Platform, including income tax, sales tax, VAT, GST, and any other taxes imposed by your jurisdiction. Empirelytics does not provide tax advice. Buyers and sellers should consult their own tax professionals regarding Platform transactions.
6. Intellectual Property
6.1 Platform IP
Empirelytics, its name, logo, domain names, trademarks, service marks, trade dress, design elements, software code, and all other proprietary materials comprising the Platform are and shall remain the exclusive intellectual property of Empirelytics. Nothing in these Terms grants you any right, title, or interest in the Platform except the limited, revocable, non-exclusive right to access and use the Platform in accordance with these Terms.
6.2 User Content
By posting listings, reviews, messages, or other content on the Platform ("User Content"), you grant Empirelytics a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, and display such User Content in connection with operating and promoting the Platform. This license survives termination of your account only as necessary for Empirelytics to maintain records of completed transactions, resolve disputes, and comply with legal obligations. You represent and warrant that you own or have the necessary rights to grant this license for all User Content you post.
6.3 Trademark and Copyright Complaints
We respect the intellectual property rights of others. If you believe that content on the Platform infringes your copyright or trademark rights, please notify us at [email protected] with a detailed description of the alleged infringement, identification of the allegedly infringing material, and your contact information. We will review and respond to such notices in accordance with applicable law, including the Digital Millennium Copyright Act (DMCA).
7. Third-Party Services and Integrations
7.1 Google Services
The Platform integrates with Google services for asset verification and analytics purposes. When you connect a Google account:
- You grant us read-only access to Google Analytics (GA4) account summaries, Google Search Console site lists, and Google AdSense account information, solely as described in our Privacy Policy
- You acknowledge that your use of Google services through the Platform is also governed by Google’s Terms of Service and Privacy Policy
- You may revoke our access at any time through your Google account settings or through the Platform’s Verification Center
7.2 Social Authentication
If you choose to create or access your account using a third-party authentication provider (such as Google or LinkedIn), you authorize us to collect and use the authentication information provided by that service in accordance with our Privacy Policy.
7.3 External Links and Resources
The Platform may contain links to third-party websites, services, or resources. Empirelytics does not endorse and is not responsible for the availability, accuracy, content, products, or services of such external resources. You access third-party links at your own risk, and you should review the terms and policies applicable to each external resource you access.
8. Disputes Between Users
8.1 Dispute Resolution Process
If a dispute arises between a buyer and seller concerning a transaction, either party may file a dispute through the Platform within ten (10) calendar days of the scheduled transfer date. Upon filing:
- Escrow funds are frozen pending resolution
- Both parties may submit evidence, including communications, proof of transfer, proof of payment, and asset-access documentation
- Empirelytics will review submitted evidence and facilitate a resolution, which may include releasing funds to the seller, refunding funds to the buyer, or a partial allocation as the evidence warrants
8.2 Dispute Resolution Authority
Empirelytics acts as an impartial intermediary in disputes. Our role is to facilitate resolution based on the evidence provided by both parties and the transaction terms agreed upon. Empirelytics’ dispute resolution decisions are final and binding on both parties with respect to the disposition of escrow funds, but do not preclude either party from pursuing separate legal remedies in a court of competent jurisdiction for matters beyond the escrow funds.
8.3 User-to-User Resolution
We encourage parties to resolve disputes directly through the Platform’s messaging system before filing a formal dispute. A dispute filed without prior good-faith communication between the parties may delay resolution.
9. Limitation of Liability
To the fullest extent permitted by applicable law:
9.1 Disclaimer of Warranties
THE PLATFORM AND ALL SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMPIRELYTICS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF INFORMATION, AND FREEDOM FROM ERRORS, VIRUSES, OR OTHER HARMFUL CODE. EMPIRELYTICS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
9.2 Limitation of Damages
IN NO EVENT SHALL EMPIRELYTICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY TRANSACTION CONDUCTED THROUGH THE PLATFORM, OR THE CONDUCT OF ANY OTHER USER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF EMPIRELYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Liability Cap
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EMPIRELYTICS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO EMPIRELYTICS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
9.4 Exclusions
Some jurisdictions do not permit the exclusion of certain warranties or the limitation of certain types of damages. In such jurisdictions, the limitations set forth in this Section shall apply to the maximum extent permitted by law. Nothing in these Terms excludes or limits Empirelytics’ liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
10. Indemnification
You agree to indemnify, defend, and hold harmless Empirelytics and its officers, directors, employees, agents, affiliates, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your use of the Platform in violation of these Terms
- Content you post, upload, or transmit through the Platform
- Any dispute between you and another user concerning a transaction, listing, communication, or any other interaction
- Your violation of any applicable law, regulation, or third-party right, including intellectual property, privacy, or publicity rights
- Any misrepresentation, fraud, or deceptive conduct by you in connection with the Platform
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense of such claims. You may not settle any claim that imposes any obligation or liability on Empirelytics without our prior written consent.
11. Termination
11.1 Termination by You
You may terminate your account at any time through your account settings or by contacting [email protected]. Termination of your account does not relieve you of any obligations arising from transactions entered into before termination, including the obligation to complete pending transactions, pay outstanding fees, or resolve pending disputes.
11.2 Termination by Us
We reserve the right to suspend or terminate your account, with or without notice, for any reason, including but not limited to:
- Violation of these Terms or any other agreement with us
- Engaging in fraudulent, deceptive, or illegal conduct
- Failure to complete identity verification when required
- Receipt of credible complaints from other users
- Extended account inactivity exceeding eighteen (18) months
- Any conduct that we determine, in our reasonable discretion, harms or could harm the Platform, its users, or its reputation
11.3 Effect of Termination
Upon termination, your right to access and use the Platform ceases immediately. We will process any pending transactions in accordance with their terms and these Terms. We may retain your information as described in our Privacy Policy. Provisions of these Terms that by their nature should survive termination—including Sections 6 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), and 14 (Governing Law)—shall survive termination.
12. Confidentiality
Users may receive or have access to confidential information of other users during the course of a transaction, including but not limited to revenue data, traffic statistics, source code, customer lists, business processes, and financial information. You agree to hold such information in strict confidence and not to disclose it to any third party or use it for any purpose other than evaluating or completing the relevant transaction, unless you receive the disclosing party’s prior written consent or such disclosure is required by law. This obligation survives termination of these Terms for a period of three (3) years from the date of disclosure.
13. Modification of Terms
We may modify these Terms at any time. When we make material changes, we will notify you by email (to the address associated with your account) and by posting a notice on the Platform at least thirty (30) days before the changes take effect. Changes that are immaterial (such as clarifying language or formatting) may take effect immediately upon posting. Your continued use of the Platform after the effective date of revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform before the effective date of the changes and may terminate your account.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
14.2 Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court. The arbitration shall be conducted in Delaware, or remotely if both parties agree. The arbitration shall be conducted by a single arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction.
14.3 Exceptions to Arbitration
Notwithstanding Section 14.2, either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims relating to intellectual property infringement, misappropriation of trade secrets, or unauthorized use of the Platform. Either party may also bring an individual claim in small claims court in Delaware if the claim falls within the small claims court’s jurisdiction.
14.4 Class Action Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND EMPIRELYTICS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
14.5 Statute of Limitations
Any claim arising out of or relating to these Terms or the Platform must be filed within one (1) year after the cause of action accrues. Any claim not filed within that period is permanently barred.
15. General Provisions
15.1 Entire Agreement
These Terms, together with the Privacy Policy, any escrow instructions, and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Empirelytics regarding your use of the Platform and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
15.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions of these Terms shall remain in full force and effect.
15.3 No Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Empirelytics. A waiver of any breach shall not constitute a waiver of any subsequent breach.
15.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
15.5 Force Majeure
Empirelytics shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riot, embargo, acts of civil or military authority, fire, flood, earthquake, pandemic, internet or infrastructure failure, power outage, or denial-of-service attack.
15.6 Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Empirelytics. You have no authority to bind Empirelytics in any respect.
15.7 Notices
We may provide notices to you via email to the address associated with your account, by posting on the Platform, or through our messaging system. Notices to Empirelytics must be sent by email to [email protected]. Legal notices shall be effective upon receipt when delivered by email with confirmation of delivery.
16. Contact
For questions about these Terms, contact:
Empirelytics
Legal: [email protected]
Support: [email protected]
General: [email protected]