Emspire Terms of Service

Terms and Conditions of Service 

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY, ALONG WITH ANY OTHER TERMS AND CONDITIONS INCORPORATED BY REFERENCE HEREIN, CONTAIN IMPORTANT INFORMATION SETTING FORTH AND LIMITING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.   YOU MUST ACCEPT THESE TERMS AND CONDITIONS OF SERVICE BY CHECKING THE BOX INDICATING THAT YOU “HAVE READ AND ACCEPT THE EMSPIRE TERMS AND CONDITIONS” BEFORE YOU MAY USE THIS WEBSITE. 

 

MANDATORY ARBITRATION CLAUSE: THESE TERMS AND CONDITIONS OF SERVICE CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH REQUIRES YOU TO ARBITRATE (RATHER THAN GO TO COURT TO RESOLVE) ALL DISPUTES WITH EMSPIRE AND PROHIBITS YOU FROM COMMENCING OR PARTICIPATING IN A CLASS ACTION RELATING TO SUCH DISPUTES.  BY ACCEPTING THESE TERMS OF SERVICE, YOU EXPRESSLY AGREE TO BE BOUND BY THESE PROVISIONS IN ALL CONTEXTS.  

YOU MUST BE AT LEAST 18 YEARS OLD TO ACCESS OR USE EMSPIRE’S SERVICES. BY REGISTERING TO USE AND IN USING OUR SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. 

  1. Additional Terms and Conditions of Service 

By accessing this website (Emspire Website”) and/or utilizing any Service, you accept and you agree to comply with and be legally bound by these Terms and Conditions of Service (“Terms and Conditions”) including all modifications which may hereafter be made as well as any additional terms and conditions that may be applicable to certain functions and/or Services.  The Terms and Conditions of Service include our Privacy Policy, which is incorporated herein by reference.  A copy of our current Privacy Policy can be found at www.empsire.com/privacy.  In addition to any civil or criminal penalties to which you may be subject, if you do not accept and agree to comply with these Terms and Conditions, you immediately forfeit all rights to use the Emspire Website or Services and you must leave the Emspire Website immediately.   

  1. Emspire Services.   

 

THE SERVICES PAGE(S) OF THE EMSPIRE WEBSITE, INCLUDING THE SERVICE TIERS SHOWN, ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MAY NOT REFLECT THE SERVICES AND/OR THE SERVICE TIERS, THAT ARE AVAILABLE AT ANY SPECIFIC TIME OR TO ANY SPECIFIC MEMBER OR CLIENT.  THE SPECIFIC SERVICES AND SERVICE TIERS AVAILABLE FROM EMSPIRE, AS WELL AS THE TERMS AND CONDITIONS AND PRICE(S) UNDER WHICH THOSE SERVICES WILL BE PROVIDED, ARE THOSE, AND ONLY THOSE, THAT EMSPIRE AGREES TO PROVIDE TO EACH SPECIFIC MEMBER OR CLIENT AS SET FORTH IN A WRITTEN ENGAGEMENT AGREEMENT EXECUTED BY EMSPIRE AND EACH MEMBER OR CLIENT.  THE SERVICES AVAILABLE TO A SPECIFIC MEMBER OR CLIENT, AND THE TERMS, CONDITIONS AND PRICING UNDER WHICH THOSE SERVICES ARE PROVIDED, ARE WITHIN THE SOLE DISCRETION OF EMSPIRE AND THE TERMS, CONDITIONS AND PRICING UNDER WHICH THOSE SERVICES ARE PROVIDED MAY OR MAY NOT BE AVAILABLE TO ANY OTHER MEMBER OR CLIENT.  EMSPIRE RETAINS THE RIGHT TO ADJUST THE SERVICES THAT IT PROVIDES, AS WELL AS THE TERMS AND CONDITIONS AND PRICING UNDER WHICH THOSE SERVICES ARE PROVIDED, IN ITS SOLE DISCRETION, WITH OR WITHOUT NOTICE. 

  

EMSPIRE IS NOT A LAW FIRM AND IT DOES NOT PROVIDE ANY LEGAL SERVICES.  NO COMMUNICATION BETWEEN EMSPIRE AND ANY MEMBER OR CLIENT IS OR MAY BE CONSIDERED TO BE LEGAL ADVICE.  IT IS NOT.  ALL LEGAL SERVICES REFERENCED IN THE SERVICES PAGE(S) OF THE EMSPIRE WEBSITE OR OTHERWISE AS AVAILABLE TO OUR MEMBERS AND CLIENTS ARE PROVIDED BY TECHNOLOGY LAW GROUP, LLC (“TLG”) A WASHINGTON, DC-BASED LAW FIRM.  THE MANAGING PARTNER OF TLG IS A PARTNER IN EMSPIRE AND SERVES AS ITS GENERAL COUNSEL.  EMSPIRE’S EXCLUSIVE ROLE IN THE PROVISION OF THOSE LEGAL SERVICES IS MERELY AS A REFERRAL AGENCY.  THE TERMS AND CONDITIONS UNDER WHICH THOSE LEGAL SERVICES ARE PROVIDED WILL BE SET FORTH EXCLUSIVEY IN AN ENGAGEMENT LETTER EXECUTED BY AND BETWEEN EACH MEMBER OR CLIENT AND TLG.  EMSPIRE WILL NOT BE PARTY TO THAT AGREEMENT.  ALL PAYMENTS FOR LEGAL SERVICES PROVIDED BY TLG TO A MEMBER OR CLIENT WILL BE MADE BY EACH MEMBER OR CLIENT DIRECTLY TO TLG (AND THOSE PAYMENTS WILL NOT BE SHARED WITH EMSPIRE).  MEMBERS AND CLIENTS ARE NOT REQUIRED TO TAKE ANY LEGAL SERVICE FROM TLG AS A CONDITION OF RECEIVING ANY SERVICE FROM EMSPIRE.  ALL MEMBERS AND CLIENTS ARE FREE TO OBTAIN ANY OR ALL LEGAL SERVICES FROM ANY ATTORNEY OF THEIR CHOOSING.  

  1. No Warranty by Emspire 

YOU USE THIS WEBSITE AND THE SERVICES AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH EMSPIRE, OTHER USERS OF THE SITE, AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.  

THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EMSPIRE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EMSPIRE MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EMSPIRE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR COLLECTIVE CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EMSPIRE OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

  1. Specific Additional Disclaimers. 

EMSPIRE DOES NOT WARRANT THE ACCURACY OR THE COMPLETENESS OF THE STATEMENTS OF USERS OF THE EMSPIRE WEBSITE AND EMSPIRE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE EMSPIRE WEBSITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE EMSPIRE WEBSITE, APPLICATIONS OR THIRD-PARTY SERVICES ACCESSED THROUGH OR REFERRED BY EMSPIRE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE EMSPIRE WEBSITE, INCLUDING WHERE YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY EMSPIRE. EMSPIRE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY. 

 

 

 

  1. Limitation of Liability 

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE EMSPIRE WEBSITE AND SERVICESINCLUDING WITHOUT LIMITATION, ALL RISKS ASSOCIATED WITH A DATA BREACH, TECHNOLOGY MALFUNCTION OR ANY INTRUSION THAT CAUSES YOUR EMAIL ADDRESS OR ANY DATA YOU PROVIDE TO BE ACCESSED BY AN UNAUTHORIZED PARTY OR RELEASED TO THE PUBLIC. THE ENTIRE RISK ASSOCIATED WITH YOUR ACCESS AND/OR USE OF THE EMSPIRE WEBSITE AND/OR ANY SERVICE PROVIDED BY EMSPIRE, WHETHER ACCESSED THROUGHTREMAINS THE EMSPIRE WEBSITE OR OTHERWISE IS AND REMAINS EXCLUSIVELY WITH YOU. EMSPIRE IS NOT LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE EMSPIRE WEBSITE OR SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE EMSPIRE WEBSITE OR SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EMSPIRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

IN NO EVENT WILL EMSPIRE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (US$100).  YOU AGREE THAT THIS LIMITATIONS ON DAMAGES IS JUST AND REASONABLE IN THE CIRCUMSTANCES.  

  1. Release.   

 

In addition to the above, you specifically and expressly release Emspire, their respective officers, directors, employees, agents, successors and assigns from all liability, direct and indirect, related to any and all claims and demands you may assert against any third party arising out of your use of the Emspire Website and the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” 

 

 

  1. User Conduct.   

 

All users of the Emspire Website shall be responsible for complying with all Terms and Conditions set forth herein as well as all applicable laws, rules and regulations.  All unlawful uses of the Emspire Website and uses of the website in a manner to stalk, harass, defame, disparage, threaten or otherwise violate any third party right, including any intellectual property right of Emspire or any third party, are hereby prohibited.  Emspire will investigate and prosecute violations of any of the above to the fullest extent of the law.  

 

Emspire may monitor your use of the Emspire Website, access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Emspire or to comply with legal process (for example, subpoenas or warrants); (ii) to prevent fraud; (iii) to undertake necessary customer support; or (iv) to protect the rights, property or safety of Emspire, its users, or members of the public.  

  1. Privacy Policy 

You understand and agree that Emspire’s Privacy Policy, found at http://www.Emspire.com/Privacy, is incorporated into these Terms and Conditions by this reference and governs Emspire’s collection and use of your personal information. 

  1. Intellectual Property Ownership and Rights Notices 

The Emspire Website and the Services are protected by copyright, trademark, and other and related laws of the United States and foreign countries. You acknowledge and agree that the Emspire Website and the Services, including all associated intellectual property rights, are the exclusive property of Emspire and its licensors. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Emspire Website and the Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of Emspire used on or in connection with the Emspire Website and the Services are trademarks or registered trademarks of Emspire in the United States and abroad. Third party trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Emspire Website and the Services are used for identification purposes only and are or may be the property of their respective owners.  

  1. Emspire Content and Member Content License 

Emspire grants you a limited, non-exclusive, non-transferable license to access and view any content on the Emspire Website solely for your personal and non-commercial purposes.  No other rights are granted.  You shall not use, copy, adapt, modify, prepare derivative works based upon the Emspire Website content, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Emspire Website and the Services except as expressly permitted in these Terms and Conditions.  Any content or information that you post on the Emspire website or that you share with any third party through the Emspire website immediately becomes, is and shall at all times remain the sole and exclusive property of Emspire. 

 

  1. Member Content 

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit content on the Emspire Website (“User Content”). You hereby grant to Emspire a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Emspire Website or Services. 

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Emspire Website or Services or through Emspire promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Emspire Website or Services or through Emspire promotional campaigns or that you have all rights, licenses, consents and releases that are necessary to grant to Emspire the rights in such User Content, as contemplated under these Terms and Conditions; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Emspire’s use of the User Content (or any portion thereof) on, through or by means of the Emspire Website or Services, the Services or Emspire promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 

  1. Links 

Some portions of the Emspire platform use may use or allow you to access third party website and/or  services. In addition to your obligations hereunder, your use of these websites and/or services is subject to all applicable terms or use. 

The Emspire Website and Services may contain links to other third-party websites or resources. The availability of such links does not imply an endorsement by Emspire of such websites or resources or the content, products, or services available from such websites or resources.  You alone assume and accept all risk arising from your use of any such websites or resources or the content, products or services and you waive all claims against Emspire regarding your linking to such third-party websites.   

  1. Contacting Emspire 

You may contact Emspire by emailing us, through the “Contact” section of the Emspire website. You acknowledge and agree that all content of all contacts is and will be the sole and exclusive property of Emspire and you hereby irrevocably assign to Emspire all of your right, title, and interest in and to all content of all contacts, including, without limitation, all worldwide intellectual property rights therein. 

 

  1. Term and Termination, Suspension and Other Measures 

Your ability to access the Emspire Website and to use the Services is granted at the sole discretion of Emspire and Emspire shall have the right to terminate these rights its sole discretion, immediately, with or without cause and without prior notice.  Emspire shall have no liability whatsoever in the event of such termination and you expressly waive all claims against Emspire, its owners, agents, attorneys, successors and assigns that may arise as a result of such termination. 

  1. Injunctive Relief.  In addition to the relief available hereunder, Emspire shall have the right to obtain injunctive and other forms of equitable relief, on an ex parte basis and without the need to post a bond, to prevent the breach or threatened breach of the terms and conditions hereof as well as threats of imminent danger or harm to any Emspire employee or agent or the Emspire Website,  actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.   

 

  1. Indemnification 

You agree to release, defend, indemnify, and hold Emspire and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorneys’ and professional services fees, arising out of or in any way connected with your use of the Emspire Website or Services or your violation of these Terms and Conditions, including but not limited to any injuries, losses, or damages of any kind. 

  1. Assignment 

You may not assign or transfer these Terms and Conditions, by operation of law or otherwise, without Emspire’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, shall be null and void and of no effect. Emspire may assign or transfer these Terms and Conditions to any third party of its choosing, at its sole discretion and without restriction.  

  1. Successors and Assigns.  Subject to the foregoing limitations on assignment, these Terms and Conditions will bind and inure to the benefit of the parties, their successors and permitted assigns. 
  1. Notices 

Any notices or other communications permitted or required hereunder regarding modifications to these Terms and Conditions, shall be provided by posting to the Terms and Conditions section of the Emspire Website and they shall be effective upon such posting.   

  1. Controlling Law and Jurisdiction 

These Terms and your use of the Services will be interpreted in accordance with the laws of the District of Columbia and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of the Superior Court located in Washington, DC, or the  United States District Court for the District of Columbia for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the breach or threatened breach of the terms hereof as well as threats of imminent danger or harm to any Emspire employee or agent or the Emspire Website,  actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. 

  1. Dispute Resolution 

Any dispute arising out of or relating to these Terms or Conditions or the Services or use of the Emspire Website or Services, other than the claims and remedies set forth in paragraph 26, of these Terms and Conditions, shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association and the Federal Arbitration Act. You acknowledge and agree that you and Emspire are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding and that the arbitrator may not consolidate more than one person’s claims into a class or representative proceeding.  

  1. No Third-Party Beneficiaries 

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. 

  1. Remedies.  

 

Emspire’s remedies are cumulative and assertion by Emspire of any right or remedy does not preclude the assertion by Emspire of any other rights or the seeking of any other remedies.  

 

  1. Paragraph Headings.   

Paragraph headings are for convenience of reference only and shall not affect the interpretation of any of the provisions of these Terms and Conditions. 

  1. Entire Agreement 

Except as they may be supplemented by a document referenced and incorporated herein or by additional Emspire policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Emspire and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any Bookings or Listings of Accommodations made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Emspire and you regarding and all matters.