Terms of Service

Terms of Service

Effective Date: November 22, 2021

These Terms of Service (the “Terms”) are a legal agreement between you and Ember Technologies, Inc. and its corporate affiliates, subsidiaries, and divisions as may change from time to time (collectively, “Ember,” “we,” “us,” and “our”). These Terms apply to individuals located outside of the United States that use the Ember website (www.ember.com), Ember mobile app, and the services available through and connected thereto that include a link to these Terms (together, the “Services”).  If you are located in the United States, please see our United States Terms of Service.

By accepting these Terms, you acknowledge that these Terms govern your use of the Services. If you do not agree to these Terms, then you must stop accessing and using the Services. The purchase of any Ember products or services is subject to a separate Terms of Sale, which will be presented to you during the purchase process.

We may revise these Terms to reflect changes to the Services, our users' needs, our business priorities or changes in laws and regulations. We will give you reasonable notice of any major revisions in accordance with applicable legal requirements. Every time you wish to use the Services, please check these Terms to ensure that you understand the terms that apply at that time. These Terms were most recently updated on the date at the top of them.

  1. ELIGIBILITY AND SCOPE

To use the Services you must be, and confirm that you are, of legal age (18 years of age or older, or otherwise of legal age in your jurisdiction, or, if you have parental consent, at least 13 years of age or older) and able to agree to these Terms. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of that organization or entity and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except in this sentence, refer to that organization or entity). If Ember has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

  1. ACCOUNT REGISTRATION AND USE

2.1. Account registration and confidentiality. You may be required to create an account to use parts of the Services. If so, during the registration process, you must select a username and password. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications that we receive under your account have been made by you.

2.2. Unauthorized account use. You are responsible for notifying us if you become aware of any unauthorized use of or access to your account. To contact us, please see the “Contact Us” section below. You agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.

  1. OUR PROPRIETARY RIGHTS

The Services are owned and operated by Ember and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) that are derived in whole or in part from materials supplied by Ember and its partners, as well as other sources, and are protected by intellectual property rights.

You agree to abide by all applicable intellectual property laws. You acknowledge that the Services have been developed, compiled, prepared, revised, selected and arranged by Ember and others through the application of methods and standards of judgement developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property of Ember and others.

You agree to notify Ember immediately upon becoming aware of any claim that the Services infringe any intellectual property rights. No right, title, or interest in or to our Services or any content on our Services is transferred to you, and all rights not expressly granted are reserved by Ember. You must not use any marks, logos, product and service names, designs, slogans or trademarks of Ember without our permission.

If you print off, copy or download any part of our Services in breach of these Terms, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials that you have made.

  1. USER CONTENT AND SUBMISSIONS

4.1. User Content and Posts. The Services may enable you to submit, post, upload or otherwise make available (collectively, "Post") content such as reviews, ratings, pictures, and other content such as videos, questions, comments, ideas, designs, features, plans, and other feedback (collectively, "User Content") that may or may not be viewable by other users. Any material, information or idea that you transmit to us or Post by any means will be treated as non-confidential. By providing a Post on any of our Services, you grant us the non-exclusive right to use any Post in any way. You agree that any Post will not involve any Prohibited Conduct (as defined below) and you agree to compensate us in accordance with applicable laws if you engage in any Prohibited Conduct that causes us to incur damages as a direct result of your Prohibited Conduct.

4.2 User Content statements. You acknowledge and agree that all User Content that you Post is your sole responsibility. You further agree that you have all required rights to Post such User Content without infringing any third-party rights. You understand that Ember does not control, and is not responsible for, User Content. By using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may also contain typographical errors, other inadvertent errors, or inaccuracies. We reserve the right, at our own expense, to take control of any disputes resulting from User Content that you Post, and in any event, you will co-operate with us in trying to resolve any disputes, or defend any related claims made against us.

4.3. User Content review. You acknowledge and agree that Ember may or may not, at Ember’s discretion, pre-screen User Content before it appears on the Services, but that Ember has no obligation to do so. You further acknowledge and agree that Ember reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any User Content that is contributed to the Services. Additionally, Ember has the right to remove any User Content that breaches these Terms or is otherwise objectionable in Ember's sole discretion. You acknowledge and agree that Ember does not verify, adopt, ratify or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

  1. PROHIBITED CONDUCT

Use of the Services for any illegal purpose or any purpose not expressly permitted in these Terms is strictly prohibited. Without limitation, you will not (collectively, "Prohibited Conduct"):

  • Post User Content that: (1) harasses, abuses or threatens any other person or that contains obscene content; (2) is false, misleading or inaccurate; (3) degrades or discriminates against others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or any other classification; (4) is indecent, offensive, harassing, violent, hateful, inflammatory, unlawful, harmful, tortious, defamatory, libelous or invasive of another's privacy; (5) promotes sexually explicit or pornographic material, violence or any illegal acts; (6) infringes the legal rights of any person or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms; or (7) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
  • Use the Services commercially, for benchmarking, or to compile information for a product or service.
  • Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, "mirror", duplicate, publish, republish, upload, license, reverse engineer, create derivative works from or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with the prior written consent of Ember.
  • Scrape, access, monitor, index, frame, link or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler or any other method of access other than manually accessing the publicly available portions of the Services through a browser or accessing the Services through any API approved by Ember.
  • Breach the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services.
  • Post material that advocates illegal activity or discusses illegal activities with the intent to commit them.
  • Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling", "lock-out", "metering" device or any malicious code).
  • Post or do anything that could disable, overburden or impair the proper working of the Services.
  • Post material that impedes or otherwise prohibits communication or disrupts user discussion.
  • Post, utilize or otherwise make available any other party's intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services.
  • Post any trade secrets or other confidential information, or post any material that you do not have a right to make available under any law or under contractual or other relationships, including but not limited to inside information, proprietary and confidential information learnt or disclosed as part of employment relationships or under non-disclosure agreements.
  • Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody.
  • Solicit personal or sensitive information from other users including without limitation address, credit card or financial account information or passwords.
  • Send spam or other advertisements or solicitations, surveys, contents, pyramid schemes, promote commercial entities or otherwise engage in commercial activity on or through the Services.
  • Frame, inline link or similarly display the Services or any portion of the Services.
  • Breach or facilitate the breach of these Terms, our Terms of Sale, or any guidelines or policies posted by Ember.
  • Interfere with any other party's use and enjoyment of the Services.
  1. LEGAL COMPLIANCE

You acknowledge and agree that Ember may access, preserve and disclose your information and/or any User Content you submit or make available for inclusion on the Services, if required to do so by law or in a good-faith belief that such access, preservation or disclosure is in accordance with Ember’s Privacy Policy  or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal proceedings or requests; (2) to enforce these Terms, our Privacy Policy  or other contracts with you, including investigation of potential breaches of them; (3) to respond to claims that any User Content infringes the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property or personal safety of Ember, its agents and affiliates, its users and the public. This includes exchanging information with other companies and organizations for fraud protection, spam/malware prevention and similar purposes.

  1. PRIVACY

For information about how we collect, use and share the data that we collect from and about you, please see our Privacy Policy.

  1. LIMITATION OF LIABILITY

If we fail to comply with these Terms, we are responsible for loss or damage that you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was an order that was accepted. We also only provide the Services for domestic and private use. You agree not to use the Services for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity. We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of your legal rights in relation to the Services.

The information presented on or through the Services is made available solely for general information purposes. We do not confirm the accuracy, completeness or usefulness of this information. Any reliance that you place on such information is strictly at your own risk.

  1. VIRUSES

You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

  1. THIRD-PARTY LINKS AND SERVICES

The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Ember is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for (i) any content, advertising, products or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. Ember shall not be responsible or liable to you or any third party for use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties' own terms of service and privacy policies, and any other similar terms.

  1. MODIFICATION AND ACCESS

11.1. Modification of services. Ember reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. Ember shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

11.2. Access. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you, including if, in our opinion, you have breached any provision of these Terms. We reserve the right to disable any username, password, or other identifier, whether chosen or provided by us, at any time in our sole discretion for any or no reason. However, we will give you advance notice of this if it is reasonable to do so.

  1. APPLICABLE LAW

Please note that these Terms, and their subject matter and its formation, are governed by the laws of the Netherlands. However, if you are a consumer and resident of any other country you will benefit from any mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights.

You and we both agree that the courts of the Netherlands will have exclusive jurisdiction. However, if you are a resident of any other country with mandatory jurisdiction rules, you may also bring proceedings in that country.

  1. GENERAL TERMS

13.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you. To contact us, please see the "Contact us" section below.

13.2. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

13.3. Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.

  1. QUESTIONS

If you have any questions about these Terms, please email us at legal@ember.com, or write to us at:

Ember Technologies, Inc.
4607 Lakeview Canyon Rd., #500
Westlake Village, CA 91361