1. Definitions
"Platform" means Emberix applications and related services other than the Emberix platform. "Customer" means the business that signs up for or uses the Platform. "Authorized Users" means employees, contractors, or agents permitted to use the account.
2. License Grant & Access
Subject to these terms and payment of applicable fees, Emberix grants Customer a limited, non-exclusive, non-transferable right to access the Platform for internal business use during the subscription term.
- Access is limited to the seat count or usage limits in the chosen plan.
- Customer is responsible for all actions taken through its account.
- Customer may not reverse engineer, resell, or build a competing service from the Platform.
3. Customer Responsibilities
- Keep account credentials secure and notify us of unauthorized access.
- Provide accurate information and keep it current.
- Use the Platform in compliance with applicable law and your own customer obligations.
4. Subscription Fees
Fees, billing intervals, and overage handling are described in your plan order or signup flow. Fees are in U.S. dollars unless stated otherwise and may be updated with prior notice where permitted by law.
5. Confidentiality
Each party must protect the other's non-public information and only use it to perform obligations under these terms. Confidentiality does not apply to information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law.
6. Data Privacy & Security
Where Emberix processes personal data on behalf of a Customer, the Customer remains the controller and Emberix acts as a processor. We maintain commercially reasonable safeguards intended to protect customer data in transit and at rest.
7. Intellectual Property
Emberix retains all rights in the Platform, software, and documentation. Customer retains ownership of its own data and materials submitted to the Platform. Feedback may be used by Emberix without restriction.
8. Warranties & Disclaimers
The Platform is provided on an "as is" and "as available" basis, except where a written service commitment states otherwise. To the maximum extent permitted by law, Emberix disclaims implied warranties of merchantability, fitness, and non-infringement.
9. Limitation of Liability
To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages. Emberix's aggregate liability is capped at the fees paid in the twelve months before the claim, or one thousand U.S. dollars, whichever is greater, unless a written contract says otherwise.
10. Indemnification
Emberix will defend claims that the Platform infringes third-party IP rights, subject to prompt notice and cooperation. Customer will defend claims arising from its data, its breach of these terms, or its unlawful use of the Platform.
11. Term & Termination
The agreement starts when Customer accepts it and continues for the selected subscription term. Either party may terminate for material breach if the breach is not cured within the stated cure period. Upon termination, Customer must stop using the Platform and any export window described in the account flow or order form applies.
12. General Provisions
- Electronic acceptance is valid and may be recorded for compliance purposes.
- Texas law governs these terms unless a separate contract says otherwise.
- Notices may be sent to [email protected] and to Emberix LLC, 1000 Bourbon Street #290, New Orleans, LA 70116.
- If a provision is unenforceable, the rest of the agreement remains in effect.