Emponaut Logo

Emponaut Terms of Service

Last Updated: September 3, 2025

Please review these Terms of Use (“Terms”) carefully, as they set forth the legally binding terms and conditions that govern your use of our website located at https://www.emponaut.com (“Website”), access to our website-hosted user interface located at https://www.emponaut.com (the “Interface” or “App”), together with related trademarks, software code, and other intellectual property, (To make these Terms easier to read, the Website, our other intellectual property, and our services are collectively called the “Site”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Site.

The Sites are copyrighted works belonging to Emponaut, Inc. (“Emponaut,” “Company,” “us,” “our,” and “we”), a Delaware corporation. Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Site is governed by the terms of our privacy policy as updated from time to time (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

* * *

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND EMPONAUT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 (DISPUTE RESOLUTION & ARBITRATION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 19 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 20 (GOVERNING LAW) WILL APPLY INSTEAD. * * *

Please carefully review the disclosures and disclaimers set forth in Section 17 in their entirety before using any software initially developed by Emponaut. The information in Section 17 provides important details about the legal obligations associated with your use of the Site.

1. Agreement to Terms

By accessing and using our Site, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Site. Because our Site is evolving over time, we may change or discontinue all or any part of the Site, at any time, and without notice, at our sole discretion.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Site, for information on how we collect, use and share your information.

3. Description of the Interface

  1. The Interface. The Interface, which is hosted by the Company, is an AI-powered speech analytics platform that captures conversations and personal audio reflections to improve individual and team communication skills. Using proprietary voice recognition and natural language processing technology, Emponaut captures in-person conversations in real time, delivers actionable insights, and enables business leaders to communicate more effectively and efficiently with their teams (such conversations, together with all other information and data that Customer makes accessible to Emponaut, the “Content”).

4. Use of the Site

  1. You are fully responsible for your use of the Site in accordance with these Terms and all applicable local, state, federal, national, and international laws, regulations, and treaties. You represent and warrant that: (a) you have obtained all rights necessary to authorize Emponaut to input, process, distribute, and display the Content as contemplated by these Terms; and (b) the Content, and Emponaut’s use of it as permitted under these Terms, will not violate any laws or infringe the rights of any third party, including intellectual property rights and privacy rights. Emponaut does not take responsibility for, and assumes no liability in connection with, the Content. You are solely responsible for the Content.

  2. You will not use the Site or any Content for any purpose that: (i) is obscene, libelous, blasphemous, defamatory, incites hatred or terrorism, or constitutes a similar offense; (ii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, moral rights, or rights of publicity); (iii) violates, or encourages conduct that would violate, any applicable local, state, national, or international laws, treaties, or regulations; or (iv) may cause or encourage any third party to engage in any of the foregoing.

  3. You will not (i) use the Site for non-business purposes or misuse the Site in any way; (ii) resell, transfer, lease, rent, pledge, share, or otherwise grant others the right to use the Site or your rights under these Terms; (iii) modify, remove, or alter Emponaut’s name or logo, or reproduce, duplicate, copy, or update any part of the Site; (iv) make the Site or any Content available to anyone other than your employees and consultants for your benefit as intended under these Terms, or use the Site or Content for the benefit of anyone other than yourself; (v) use the Site in any way that restricts or interferes with others’ use of the Site; (vi) access or attempt to access any of Emponaut’s systems, programs, or data not made publicly available, or attempt to bypass any registration process, security feature, or traffic management mechanism of the Site; or (vii) attempt to decompile, disassemble, reverse engineer, or otherwise derive the source code or structural framework of the Site, or assist or allow any third party to do so, or otherwise violate Emponaut’s rights, policies, or the Site’s operational or security features.

5. Fees

  1. As a condition to accessing or using the Site, you represent and warrant to Emponaut the following:

    1. if you are entering into these Terms as an individual, that you are at least 18 years old or of legal age in the jurisdiction in which you reside, have the legal capacity to enter into these Terms and be bound by them, and are not otherwise barred from using the Site under applicable law;

    2. if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;

    3. you will comply with all applicable laws when using the Site.

    4. you are not located in a country that is subject to a U.S. Government embargo;

    5. you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties.

    6. You are solely responsible for ensuring that your access and use of the Site in such country, territory, or jurisdiction does not violate any applicable laws.

    7. You will not use any software or networking techniques, including use of a Virtual Private Network (“VPN”) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.

    8. you are not a resident, national, or agent of Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine or any other country to which the United States or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);

    9. you have not been identified as a Specially Designated National or placed on any sanctions lists by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); and you will not use our Site to conduct any illegal or illicit activity;

    10. you do not intend to and will not transact with any Restricted Person or Sanctions List Person;

    11. you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Website or App; and

    12. your access to the Site is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Emponaut, you, the Site, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.

  2. As a condition to accessing or using the Site, you acknowledge, understand, and agree to the following:

    1. from time to time, any part of the Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Emponaut or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Emponaut’s control or that Emponaut could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying artificial intelligence infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;

    2. we reserve the right to disable or modify access any part of the Site at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site being inaccessible to you at any time or for any reason;

    3. We reserve the right, but have no obligation, to monitor the locations from which our Site is accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Site, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms.

    4. the Site may evolve, which means Emponaut may apply changes, replace, or discontinue (temporarily or permanently) any part of the Site at any time in its sole discretion;

    5. Emponaut does not act as an agent for you or any other user of the Site;

    6. you are solely responsible for your use of the Site;

    7. to the fullest not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;

    8. You bear sole responsibility for evaluating the Site before use; the Interface may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things; We disclaim any ongoing obligation to notify you of all the potential risks of using and accessing the Interface; You agree to accept these risks and agree that you will not seek to hold Emponaut responsible for any consequent losses;

    9. from time to time, the Interface may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying artificial intelligence infrastructure, including potentially large-language models, or unavailability of third-party service providers or external partners for any reason.

    10. you are solely responsible for reporting and paying any taxes applicable to your use of the Site; and

  3. As a condition to accessing or using the Site, you covenant to Emponaut the following

    you will obey all Applicable Laws in connection with using the Site, and you will not use the Site if the laws of your country, or any other Applicable Law, prohibit you from doing so;

6. No Professional Advice or Fiduciary Duties

  1. All information provided in connection with your access and use of the Site is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Site, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

7. Prohibited Activity

  1. You may not use the Site to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Site involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at [____]. By using the Site, you confirm that you will not use the Site to do any of the following:

    1. violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs of any jurisdiction, such as, without limitation, the Bank Secrecy Act, and the U.S. Department of Treasury’s Office of Foreign Asset Controls;

    2. engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Emponaut’s intellectual property, name, or logo, including use of Emponaut’s trade or service marks, without express consent from Emponaut or in a manner that otherwise harms Emponaut; any action that implies an untrue endorsement by or affiliation with Emponaut;

    3. use the Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Site, or that could damage, disable, overburden, or impair the functioning of the Site in any manner;

    4. circumvent any content-filtering techniques, security measures or access controls that Emponaut employs on the Site, including, without limitation, through the use of a VPN;

    5. use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site;

    6. provide false, inaccurate, or misleading information while using the Site or engage in activity that operates to defraud Emponaut, other Users of the Site, or any other person;

    7. use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

    8. use the Site from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site is prohibited;

    9. harass, abuse, or harm of another person or entity, including Emponaut’s employees and service providers;

    10. impersonate another User of the Site or otherwise misrepresent yourself; or

    11. encourage, induce, or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 9 or any other provision of these Terms.

8. Proprietary Rights

  1. All parts of the Site are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, including as a collective work or compilation, under applicable laws and international conventions. Except for your Content, which remains your property, all rights in the Service and any derivatives thereof are retained by Emponaut. Emponaut also retains all rights to aggregated and anonymous data derived from use of the Service, provided that such data does not identify you or originate from you, and does not contain any information that directly or indirectly identifies you or any individual or entity.

  2. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Site; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Site without Emponaut’s express prior written consent; (g) create a database by systematically downloading and storing Website content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Site or reproduce or circumvent the navigational structure or presentation of the Site without Emponaut’s express prior written consent and (i) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.

  3. Emponaut reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Emponaut will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site, or any part thereof.

  4. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Emponaut. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Emponaut and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

  5. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Site (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

9. Third-Party Links

  1. The Website may provide links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Emponaut is not responsible for the availability of such external sites, applications, or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Emponaut shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

10. Modification, Suspension, and Termination

1. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, or disable (temporarily or permanently) the Site, or your account, in whole or in part, for any reason whatsoever.

2. You acknowledge and agree that Emponaut will have no obligation to provide you with any support or maintenance in connection with the Site.

3. Upon termination of your access, your right to use the Site will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Site or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site.

4. Subject to this Section, these Terms will remain in full force and effect while you use or access the Site. We may suspend or terminate your rights to use or access the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. The following sections of these Terms will survive any termination of your access to the Site, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 8 through 18\.

11. Accuracy of Information

1. We attempt to ensure that the information that we provide on the Site is complete, accurate and current. Despite our efforts, the information on the Site may occasionally be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or correctness of any information on the Site.

12. Risks

By accessing or using the Site in any way, you represent and warrant that:

You acknowledge and agree (a) that Emponaut is not responsible for the operation of the software and networks underlying the Site, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, which may materially affect the Site.

  1. You acknowledge that the Site is subject to flaws and that you are solely responsible for evaluating any code provided by the Site. This warning and others Emponaut provide in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Site.

  2. You understand that although we intend to provide accurate and timely information on the Site, the Site and other information available when using the Site may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

    You understand we must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

  3. You hereby acknowledge and agree that Emponaut will have no responsibility or liability for, the risks set forth in this Section 12 You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against Emponaut, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 12.

13. Personal Data

  1. Consent to access, processing, and storage of your Personal Data. You consent to us accessing, processing, and retaining any Personal Data you provide to us when accessing our Site. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available here for further information about how we process your Personal Data, and the rights you have in respect of this.

14. Indemnification

  1. You will defend, indemnify, and hold harmless Emponaut, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site; (b) any Feedback or user content you provide to Emponaut, if any, concerning the Site; (c) your violation of these Terms; or (d) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Emponaut (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Emponaut wishes to settle, and if so, on what terms, and you agree to corporate with Emponaut in the defense. You may not settle or otherwise compromise any claim subject to this section without Emponaut’s prior written approval.

15. Disclosures; Disclaimers

  1. The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

  2. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND EMPONAUT (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

  3. EMPONAUT DOES NOT ENDORSE ANY OTHER THIRD PARTY. YOU AGREE THAT EMPONAUT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

  4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. Dispute Resolution & Arbitration

  1. Please read this Arbitration Agreement carefully. It is part of your contract with Emponaut and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

    1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Emponaut and any User that cannot be resolved informally or in small claims court shall be resolved solely by binding arbitration on an individual basis under the terms of this Arbitration Agreement, and not in a class, representative, or consolidated action or proceeding. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Emponaut, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms. Notwithstanding the foregoing, We retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.

    2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve process in any other manner permitted by Law. After the Notice is received, you and Emponaut must first attempt to resolve the claim or dispute informally. Neither you nor Emponaut may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. If you and Emponaut do not resolve the claim or dispute within sixty (60) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

    3. Arbitration Rules. Arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) located in the Commonwealth of The Bahamas that offers arbitration as set forth in this section. If both parties mutually agree or if an ADR Provider that offers arbitration as set forth in this section is not available, then both parties shall mutually elect an ADR Provider in another jurisdiction that offers arbitration as set forth in this section. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the ADR Provider’s arbitration rules (“Arbitration Rules”). Any hearing will be held in the Commonwealth of The Bahamas, unless the parties agree otherwise. If you reside outside of the Commonwealth of the Bahamas, the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

    4. Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

    5. Time Limits. If you or Emponaut pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Arbitration Rules for the pertinent claim.

    6. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Emponaut, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Emponaut.

    7. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN A COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND EMPONAUT IN ANY COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.

    8. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

    9. Waiver of Injunctive or Other Equitable Relief. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY EMPONAUT INDEMNIFIED PARTY.

    10. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or for Emponaut to seek injunctive or equitable relief.

    11. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

    12. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

    13. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Emponaut.

    14. Small Claims Court. Notwithstanding the foregoing, either you or Emponaut may bring an individual action in small claims court.

    15. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

    16. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

    17. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within the Commonwealth of The Bahamas for such purpose.

17. Governing Law

  1. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Site, will be governed by and construed and enforced under the laws of the the State of Delaware, as applicable, without regard to conflict of law rules or principles (whether of the the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in New York will have exclusive jurisdiction. You waive any objection to venue in any such courts.

18. General Information

  1. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. It is important that you review the Terms whenever we update them or you use the Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website and App. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

  2. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Site. You agree that we may provide our Communications to you by posting them on the Website or by emailing them to you at the email address you provide in connection with using the Site, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Site at [______].

  3. Any right or remedy of Emponaut set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Emponaut in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

  4. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

  5. We will have no responsibility or liability for any failure or delay in performance of the Site, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

  6. You may not assign or transfer any right to use the Site, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

  7. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

  8. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

  9. A waiver by Emponaut of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Emponaut and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

    Copyright © 2025 Emponaut, Inc.. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

  10. For any questions, comments, or Feedback, you may contact us at any of the following channels: