Terms of Service

1. Eligibility

The Services are available only to legally registered business entities and government agencies. You represent and warrant that:

• You are a legally registered entity authorized to conduct business and enter into contracts.
• You have the authority to bind the entity you represent to these Terms.
• You are not subject to any trade restrictions, sanctions, or prohibited party lists.
• You will comply with all applicable laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), and Office of Foreign Assets Control (OFAC) sanctions.

2. Account Registration and Security

We reserve the right to refuse service, terminate accounts, or remove content at our discretion. To use the Services, you must register an account. You agree to:

• Provide accurate, current, and complete information.
• Maintain the security of your account credentials.
• Notify us immediately of any unauthorized access.
• Accept responsibility for all activities occurring under your account.

3. Service Description

Empirium provides a marketplace for buyers and sellers of industrial goods, materials, and related services. We do not take ownership of or title to goods sold through the platform. Transactions occur directly between buyers and sellers, with Empirium facilitating communication, compliance verification, and payment processing.

4. Permitted Use and Restrictions

We reserve the right to suspend or terminate access for violations of these Terms. By agreeing to these terms, you agree to use the Services only for lawful purposes. You shall not:

• Engage in illegal activities or transactions violating U.S. or allied regulations.
• Post false, misleading, defamatory, or deceptive content.
• Attempt to bypass security controls or access restricted areas.
• Reverse engineer, copy, or modify any part of the Services.
• Upload malicious code, spyware, or conduct security breaches.
• Use data scraping, automated bots, or other unauthorized data collection methods.

5. Compliance Requirements

Users must comply with all applicable laws and regulations, including:

• ITAR and EAR export controls.
• OFAC-sanctioned entity restrictions.
• Government procurement regulations.
• Anti-corruption and anti-money laundering laws.

Prohibited Items:

• ITAR-controlled items without proper authorization.
• Sanctioned or embargoed goods.
• Counterfeit or stolen products.
• Products violating intellectual property rights.

Users are responsible for securing all necessary licenses and ensuring transactions comply with regulatory requirements.

6. Transaction Terms

All transactions conducted on Empirium are subject to the following:

• Buyers and sellers are responsible for negotiating terms.
• Empirium charges transaction fees as specified in the fee schedule.
• Payments are processed through third-party providers.
• Shipping must comply with applicable trade and export laws.
• Disputes must follow our dispute resolution process.
• Sellers must meet quality and compliance standards for listed products.

7. Confidentiality

You agree to maintain the confidentiality of non-public information accessed through Empirium, including proprietary transaction details and supplier data. You will implement safeguards to prevent unauthorized disclosure.

8. Intellectual Property

Empirium retains all rights, title, and interest in its platform, software, and trademarks. You may not use, reproduce, or modify Empirium’s intellectual property without prior written consent.

9.Privacy and Data Protection

Our collection and use of data are governed by our Privacy Policy. You agree to:

• Comply with applicable data protection laws.
• Refrain from sharing or processing personal data unless required for a transaction.
• Maintain confidentiality and security of any data accessed through the Services.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. EMPIRIUM DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMPIRIUM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY SHALL BE LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO EMPIRIUM IN THE 12 MONTHS PRIOR TO THE CLAIM, OR (B) $1,000.

12. Indemnification

You agree to indemnify and hold harmless Empirium, its officers, directors, employees, and agents from any claims, damages, or liabilities arising from:

• Your use of the Services.
• Your content or transactions.
• Your violation of these Terms or applicable laws.

13. Termination

We may suspend or terminate your access to the Services at any time without notice. Upon termination:

• All rights granted under these Terms cease.
• You must stop using the Services.
• Confidentiality, intellectual property, and compliance obligations survive termination.

14. Dispute Resolution

Any disputes arising under these Terms shall be resolved through binding arbitration in San Francisco, California. Class actions are not permitted. This provision does not prevent either party from seeking injunctive relief for intellectual property or confidentiality violations.

15. Governing Law

These Terms are governed by the laws of the State of California, excluding conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Changes to Terms

We may update these Terms at any time. Changes become effective upon posting to the Services. Continued use of the Services constitutes acceptance of modified Terms.

17. Miscellaneous

• These Terms constitute the entire agreement between you and Empirium.
• Our failure to enforce a provision does not waive our rights.
• If any provision is found unenforceable, the remaining provisions remain in effect.
• You may not assign your rights under these Terms without our consent.
• Notices must be sent to legal@empirium.co.