Last Updated: October 23, 2024

1. YOU AGREE TO THESE TERMS OF SERVICE BY USING THE SITES

Please read the following terms of service ("Terms of Services") before accessing or using our website embassis.com, mobile sites, applications and/or features (collectively, the "Sites"). These Terms of Service are a legally binding agreement between the person accessing the Sites ("you" or "your") and Embassis Capital, Inc. ("we" "our" or "us"). By accessing the Sites, you accept these Terms of Service.

If you do not agree and accept, without limitation or qualification, these Terms of Service, you must exit the Sites immediately. You must be at least thirteen years old to access and use the Sites.

2. ACCOUNT

To access certain portions of the Sites, you may be asked to register and create an account. You are responsible for maintaining the confidentiality of the login credentials you designate during the account registration process, and you are solely responsible for all activities that occur on the Sites through your login credentials (whether or not authorized by you). You may not reveal, disclose, transfer or share your account and/or login credentials with anyone. Sharing your account and/or login credentials is considered a breach of these Terms of Service. We may hold you liable for any losses incurred by us or any other party due to someone else’s use of your account and/or login credentials. You agree to notify us immediately upon your becoming aware of any unauthorized use of your login credentials or any other breach of security involving your account. You further agree to keep any registration information you provide us current, complete and accurate. You agree that we may deny access, use, and/or registration privileges to any account at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes. If you make changes to your settings or user permissions within the Sites, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.

3. PERMITTED USE OF THE SITES

Subject to your compliance with the terms and conditions of these Terms of Service, we grant you a limited, personal, non-transferable, non-exclusive, and revocable license to access and use the Sites for the following purposes: (i) for general information purposes about us and our services, (ii) to use certain content or materials we make available to you for use in connection with the Sites ("Content"), (iii) to post, upload or otherwise submit certain Submissions (as defined below), (iv) to contact us, and (v) for personal, non-commercial purposes.

4. PROHIBITED USE OF THE SITES

You agree that you will not, directly or indirectly, at any time: (i) share your Sites account credentials with anyone, (ii) bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Sites, (iii) interfere with or disrupt the integrity or performance of the Sites, (iv) input, upload, post, transmit, store or otherwise provide to or through the Sites any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware or other technologies, devices, or means which may permit unauthorized access to, or destroy, interrupt, disrupt, disable, distort, or otherwise harm or impede the Sites in any manner or limit the functionality of any computer software, hardware or telecommunications equipment of us, (v) introduce any harmful code or prevent anyone from accessing or using the Sites, including any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device, (vi) access or use the Sites in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law, or (vii) upload, post, transmit, store, or otherwise make available Submissions in the Sites that is, in our sole discretion, unlawful, threatening, abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature, constitutes unauthorized or unsolicited advertising, or that otherwise violates our rules or policies as may be established or amended from time to time.

5. SUBMISSIONS

You may have the option to post, upload or otherwise submit content and other information to the Sites ("Submissions"). You agree that (i) you are solely responsible for your Submissions, including its legality, reliability, accuracy, and appropriateness, (ii) your Submissions complies with these Terms of Service, and (iii) you have all rights in your Submissions as necessary to grant the license granted herein.

Unless otherwise agreed by the parties, any Submissions are your property. By posting, uploading or otherwise submitting the Submissions, you grant us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize such Submissions in any media, form or format now known or hereafter developed, in any manner that is consistent with our Privacy Policy (as defined below) and applicable law.

While we are not responsible for Submissions, we may, but have no obligation to monitor, review or edit Submissions. In all cases, we reserve the right to remove any Submissions for any or no reason, including Submissions that we determine in our sole discretion violates these Terms of Service, threatens the personal safety of our users or the public, or could create liability for us. We may take these actions without prior notification to you, and shall have no liability resulting from any such action.

6. INTELLECTUAL PROPERTY

We retain all rights, titles and interest, including all intellectual property rights (including all copyrights, patents, service marks, trademarks and any other proprietary rights), in and to the Sites and Content, as well as all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation.

We may collect, analyze and compile internal data based on your use of the Sites, including, without limitation, the performance thereof, which shall be de-identified or anonymized ("Usage Data"). Usage Data is primarily, and without limitation, for purposes of improving and enhancing the Sites, security, diagnostic and/or corrective analytics. We own all Usage Data and may use such data to the extent permitted under applicable law.

You grant to us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize any request, comments, suggestion, recommendation, correction, or other feedback provided by you related to the Sites.

7. NOTICE; ELECTRONIC COMMUNICATIONS

When you visit the Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

8. PRIVACY

Our privacy policy, available at https://embassis.com/privacy-policy (or any successor site) ("Privacy Policy"), is incorporated into and made part of these Terms of Service by reference, and you hereby agree to the terms and conditions of the Privacy Policy.

9. THIRD-PARTY SITES

In an attempt to provide increased value to our visitors, the Sites may link to sites or provide content operated or owned by third parties ("Third-Party Sites"). You acknowledge and agree that we have no control over these Third-Party Sites, all of which may have separate privacy and data collection practices, independent of us. These Third-Party Sites are only for your convenience and therefore you access them at your own risk. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY RESPONSIBILITY IF SUCH THIRD-PARTY SITES: INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; ARE INACCURATE, INCOMPLETE OR MISLEADING; ARE NOT MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE; DO NOT PROVIDE ADEQUATE SECURITY; CONTAIN VIRUSES OR OTHER ITEMS OF A DESTRUCTIVE NATURE; OR ARE LIBELOUS OR DEFAMATORY.

We do not endorse the content, or any products or services available, on such Third-Party Site. Nonetheless, we seek to protect the integrity of the Sites and the links placed upon it and therefore requests any feedback on not only our own Sites, but for Third-Party Site as well (including if a specific link does not work).

10. INDEMNIFICATION

You agree to indemnify, defend and hold harmless us and each of our officers, directors, employees, contractors, licensors, agents, representatives, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of these Terms of Service, (ii) Submissions, and (iii) your use of the Sites and/or Third-Party Sites.

11. WARRANTY DISCLAIMER

THE SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OPERATION OF THE SITES WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITES (OR ANY CONTENT OR MATERIALS AVAILABLE IN CONNECTION THEREWITH) WILL MEET YOUR SPECIFIC REQUIREMENTS.

The parties acknowledge that the disclaimers of warranties set forth in this Section are an essential element of these Terms of Service, and the parties would not have entered into these Terms of Service without such disclaimers of warranties. Notwithstanding the foregoing, certain jurisdictions limit disclaimers of warranties. In such jurisdictions, you may have additional legal rights, and the provisions of these Terms of Service will remain in effect to the fullest extent permitted by law.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL US OR OUR RESPECTIVE LICENSORS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF REPLACEMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM AND REGARDLESS OF WHETHER WE ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US OR OUR LICENSORS UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE, REGARDLESS OF THE BASIS OR THEORY OF ANY CLAIM, EXCEED $1000 USD.

The parties acknowledge that the limitation of liability and release set forth in this Section are essential elements of these Terms of Service between the parties, and the parties would not have entered into these Terms of Service without such limitation of liability and release. Notwithstanding the foregoing, certain jurisdictions limit limitations of liability and releases. In such jurisdictions, you may have additional legal rights, and the provisions of these Terms of Service will remain in effect to the fullest extent permitted by law.

13. TERMINATION

You agree that we may terminate or suspend your use of the Sites at any time in our sole discretion for no reason or for any reason. Upon termination or suspension, you must immediately discontinue use of the Sites. Accessing the Sites after such termination or suspension shall constitute an act of trespass. Further, you agree that we shall not be liable to you or any third party for any termination or suspension of your access to the Sites. All sections of these Terms of Service that by their nature should survive termination shall survive.

14. GOVERNING LAW; ARBITRATION; JURY WAIVER

These Terms of Service shall be governed by the laws of the State of Delaware without giving effect to their choice of law rules.

The parties agree to attempt initially to solve all claims, disputes or controversies (each a "Dispute") arising under, out of or in connection with these Terms of Service by conducting informal, good faith negotiations lasting no less than ten (10) business days. In the event that any such Dispute is not timely resolved on an informal basis within thirty (30) days of the beginning of the Dispute, then either party may submit the Dispute to be settled by binding arbitration under the rules of the American Arbitration Association ("AAA"). The parties shall seek to mutually appoint a neutral and impartial arbitrator. If the parties cannot agree on a single, neutral and impartial arbitrator, then there shall be three (3) neutral and impartial arbitrators: one selected by each party, and a third selected in accordance with the AAA rules. Any such arbitration shall be held in the State of Delaware. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. The prevailing party in any such arbitration shall be entitled to recover from the other party, in addition to any other remedies, all reasonable costs, attorneys' fees and other expenses incurred by such prevailing party.

THE PARTIES AGREE TO GIVE UP ANY RIGHTS TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT THEY WOULD HAVE IF THEY WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

THE PARTIES AGREE THAT ANY DISPUTE HEREUNDER WILL BE SUBMITTED TO ARBITRATION ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY IS ENTITLED TO ARBITRATE ANY DISPUTE AS A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY ACTION AND THE ARBITRATOR(S) WILL HAVE NO AUTHORITY TO PROCEED ON A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL BASIS.

THE PARTIES AGREE THAT ANY DEMAND FOR ARBITRATION MUST BE MADE WITHIN ONE YEAR OF DISCOVERY OF THE CIRCUMSTANCES GIVING RISE TO THE DISPUTE, OR THE DISPUTE SHALL BE CONSIDERED WAIVED.

15. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

16. ACCESSIBILITY

We will endeavor to maximize the access of people with disabilities to these Terms of Services. If you have any accessibility problems, please report to support@embassis.com.

17. RELATIONSHIP OF THE PARTIES

These Terms of Service do not create any agency, partnership or joint venture between the parties.

18. ASSIGNMENT

You may not assign, delegate or otherwise transfer your rights or obligations under these Terms of Service without the prior written consent of us. We have the right, in our sole discretion, to transfer or assign all or any part of our rights or obligations under these Terms of Service without your consent.

19. WAIVER; SEVERABILITY

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms of Service. If any term (or part of a term) of these Terms of Service is invalid, illegal or unenforceable, the rest of the Terms of Service shall remain in effect.

20. HEADINGS OF THESE TERMS OF SERVICE

The section headings used in these Terms of Service are for reference and convenience of the readers and shall not constitute part of these Terms of Service for interpretation purposes.

21. ENTIRE AGREEMENT

These Terms of Service, including the Privacy Policy incorporated herein, constitutes the entire and exclusive understanding and agreement between you and us regarding the Sites and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between you and us regarding the Sites.

22. CHANGES TO THESE TERMS OF SERVICE

We may change these Terms of Service from time to time, including as required to keep current with rules and regulations, new technologies and security standards. When we do, we will let you know by appropriate means such as by posting the revised statement on this page with a new "Last Updated" date. Changes to these Terms of Service will become effective when posted, unless indicated otherwise.

23. HOW TO CONTACT US

If you have questions or concerns related to these Terms of Service, you can contact us at:

Embassis Capital, Inc.
PO Box 7805
3911 Concord Pike
Wilmington, DE 19803
support@embassis.com