Terms of Service

Effective date: May 17, 2026

1. Agreement to Terms

This Terms of Service Agreement (the "Terms" or "Agreement") of Ember Legacy, Inc. ("we," "our," "us," "Company," "Ember," or "Ember Legacy"), is an agreement that describes your and our rights, obligations and responsibilities. Specifically, these Terms govern how you can access and use: (i) emberlegacy.ai, its subdomains, and any other website where these Terms are posted; (ii) our online hosted services; and (iii) our software, meaning, collectively, our browser extensions, mobile applications, other downloadable apps, application programming interfaces ("APIs"), and tools and documentation (collectively, our "Platform" or the "Services").

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY CREATING AN EMBER LEGACY ACCOUNT, CLICKING SIGN UP, SUBMIT, OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, AGREEING TO THESE TERMS OR ANY OTHER DOCUMENT REFERENCING THESE TERMS, OR ACCESSING OR USING EMBER LEGACY, WHETHER OR NOT YOU ARE A REGISTERED USER OF EMBER LEGACY, YOU SIGNIFY AND CERTIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS. THESE TERMS ALSO DESCRIBE EMBER'S PRACTICES WITH RESPECT TO ARTIFICIAL INTELLIGENCE FEATURES AND USER CONTENT, INCLUDING THE LIMITS ON HOW EMBER AND ITS SERVICE PROVIDERS MAY USE YOUR CONTENT.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION SET FORTH IN SECTION 31 (THE "ARBITRATION AGREEMENT") AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 32 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 31, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

2. Description and Use of the Services

Ember Legacy, Inc. operates the Services with the intention to provide a secure, long-term platform for preserving and sharing personal and family stories, including voice recordings, photos, videos, and written messages. The Services are designed to help users:

3. Definitions

The following defined terms apply throughout these Terms:

4. Eligibility and Account Registration

You must be at least 13 years old to create an Ember account. If you are between 13 and 17 years old, you must have the consent of a parent or legal guardian to use the Service. Parents and guardians are responsible for managing minor accounts within their Family Group.

You agree to provide accurate and complete information when creating your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Please notify us immediately at support@emberlegacy.ai if you suspect unauthorized access to your account.

For more information about how we collect, use, and disclose personal information, including information about children, and about parents' rights to review, delete, and control their child's personal information, please review our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy explains what data we collect from children under 13 (if applicable), how we obtain verifiable parental consent where required by law, and how parents can contact us to access, delete, or limit the use of their child's information.

5. Community Guidelines

Everyone on Ember is expected to treat others as they would in real life, communicate politely and with respect, and respect User privacy. Failure to comply with these User guidelines may result in your removal from the Ember Platform, regardless of your method of use or prior payment for access or use.

You agree to use the Service for personal and family purposes only. You agree not to:

You represent that you have the right to share all content you upload, including appropriate consent from individuals depicted in photos, videos, or recordings. You are responsible for complying with all applicable laws regarding recording and wiretapping in your jurisdiction.

Prohibited Content. You may not create, upload, send, request, store, or share content through Ember that is pornographic, sexually explicit, includes nudity intended for sexual purposes, depicts or promotes sexual exploitation of minors, depicts graphic violence or gore, promotes self-harm, threatens or harasses another person, is hateful or discriminatory, is unlawful, or otherwise violates these Terms. Ember may remove content, restrict sharing, suspend accounts, or report content to appropriate authorities where required or appropriate.

Reporting and moderation. Users can report objectionable content or abusive behavior in the app or by contacting support@emberlegacy.ai. We review reports promptly and take appropriate action, which may include removing content, restricting access, blocking users, or suspending accounts.

6. Ember Accounts

Your account on our Platform (your "Ember Account") gives you access to the Services and functionality that we may establish and maintain from time to time. We may maintain different types of Ember Accounts for different types of users. You acknowledge and agree that you do not own your Ember Account.

You may control certain aspects of your Ember Account profile and how you interact with our Services by changing the settings in your Account Settings page. If you provide us with your email address, we may use the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages, such as changes to features of our Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences through your Account Settings page, or by clicking the unsubscribe link within each marketing or advertising message. Opting out will prevent you from receiving marketing or promotional messages but we may still send you transaction or service-related notices.

7. User Conduct

By using Ember's Platform and Services, you agree that you will not violate any law, contract, intellectual property, or other third-party right or commit a tort. You also agree that you are solely responsible for your conduct when accessing or using Ember's Platform and Services. You agree that you will abide by these Terms and refrain from:

8. License to Access and Use Our Platform and Content

Unless otherwise indicated in writing by Ember Legacy, the Services and all content and materials contained therein, excluding your User Content, including the Ember Legacy logo, designs, text, graphics, software, and selection and arrangement thereof (collectively, "Ember Content") are Ember Legacy's proprietary property. They are protected by U.S. and international copyright laws.

You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access Ember's Platform, Services, and content. This license is subject to these Terms and does not include the right to:

Any use of the Platform, site, or Ember Content other than as specifically authorized herein, without Ember's prior written permission, is strictly prohibited and will terminate the license granted herein. Unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by Ember, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright, or other proprietary rights of Ember or any third party, whether by estoppel, implication, or otherwise. The license is revocable at any time. Notwithstanding anything to the contrary in the Terms, the Platform, site, and Ember Content may include software components provided by Ember or a third party which are subject to separate license terms; in such case(s), the license terms will govern the software components.

9. User Content

Ember's Platform and Services include interactive features and areas which allow individuals to create, post, share, or store content. This includes, but is not limited to, text, images, videos, social media posts, photographs, handwritten note scans, written stories and other materials (collectively, "User Content").

If you decide to share your User Content on Ember or third-party platforms, you acknowledge that you are solely responsible for the User Content and your use of any interactive features and areas of the Ember Platform and Services. By using the interactive features and areas of the Platform and Services, you agree that you will not create, post, share, or store unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable content. Nor will you create, post, share, or store content that would constitute, encourage, or provide instructions for a criminal offense; violate the rights of any party or violate any local, state, national, or international law; infringe a patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; contain misleading, false, or dishonest information; misrepresent your identity and/or affiliation(s); contain a third party's private information without their consent; contain unsolicited promotions, political campaigning, advertising, or solicitations; irresponsibly reference alcohol; and transmit viruses, corrupted data, or other harmful files or content.

User Content that Ember judges to be objectionable or that restricts or inhibits others' ability to use or enjoy Ember's Platform or Services, or which may expose Ember or others to any harm or liability, is also prohibited.

Ember is not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Platform at any time and for any reason.

10. User Content Rights

Ember claims no ownership interest in your User Content. Uploading, posting, or submitting User Content to Ember grants Ember a nonexclusive, royalty-free, worldwide license to host, store, reproduce, transmit, and display your User Content, and to create technical copies or derivatives thereof, solely as necessary to provide, operate, and improve the Services for you and the Recipients you designate.

Uploading, posting, or submitting User Content to Ember constitutes representing and warranting that:

11. Third-Party Content

Ember may display content from third parties through the site, Platform, or associated Services (collectively, "Third-Party Content"), such as links to external websites or services integrated with the Platform. Ember does not control, endorse, or adopt any Third-Party Content; further, Ember makes no representation or warranties with regard to Third-Party Content, including, without limitation, regarding its accuracy and completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and the parties, and that Ember is not responsible or liable in any manner for such interactions or the Third-Party Content.

12. Claims of Copyright Infringement

Pursuant to The Digital Millennium Copyright Act of 1998 (the "DMCA"), if you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

Our Copyright Agent for Notice of Claims of copyright infringement on the Platform may be reached by email at support@emberlegacy.ai. You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Platform on your copyright.

13. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable laws, Ember has adopted a policy of limiting access to the Services and Platform or terminating the accounts of users in appropriate circumstances and in our sole discretion. Users who infringe the intellectual property rights of others will be subject to these actions.

If you believe that anything on the Platform or Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent at support@emberlegacy.ai. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

14. Security

We have implemented measures designed to secure User Content from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use User Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide User Content at your own risk.

15. Payment and Billing

Current status of subscription features. As of the Effective date of these Terms, the Ember Services are provided free of charge and no paid subscription is active. The Subscription, Subscription Fee, Subscription Period, Payment Method, billing, and renewal provisions in this Section 15 apply only when paid subscription features are activated in a future release of the Services. Ember will provide notice through the app and obtain any required consent before any paid subscription becomes available, and no Payment Method will be charged before then.

Some features of the Services require a paid subscription. The fees depend upon (a) the nature of the Services to be provided by Ember, (b) the period the Services will be provided/made available to you (each, a "Subscription Period"). The fees you must pay in exchange for the Services constitute the "Subscription Fees."

By providing your Payment Method to Ember, you authorize Ember and/or our third-party payment processor to charge your Payment Method the then-effective rate ("Payment Method"). If your Payment Method cannot be authorized or is otherwise in error, we may suspend or cancel the Ember Services. In the event of such failure of your Payment Method, we may take reasonable steps to retry your Payment Method. We may contact you to reconfirm or update your Payment Method. We are not responsible for any fees incurred by you when charging or retrying your Payment Method, including but not limited to, overdraft fees.

We use a third-party payment service to process your Payment Method. We do not receive, store, or process your Payment Method. By submitting your Payment Method through the Platform, you agree that we may use a third party to receive, store and process your Payment Method. You further agree that we will not be responsible for any failures of the third party to adequately protect your Payment Method and other information in such third party's possession. You agree that your provision of your Payment Method and other information to such third party is subject to the conditions of the third-party payment service provider's terms of service and privacy policy and by providing your Payment Method and related information you agree to such third party's terms and conditions of service. You acknowledge that we may change the third-party payment service and move your information to other service providers that encrypt your information using industry standard security technology.

The Subscription Fee will be billed on the Effective Date and on an ongoing basis thereafter unless your Subscription is terminated or suspended. Note that the timing of the billing may change if (a) there is a problem with your Payment Method, or (b) a change has been made to the nature of the Services. You are responsible for all charges incurred in connection with your Subscription.

Unless otherwise stated at the time of purchase, Subscriptions renew automatically for successive periods of the same length as the initial subscription term (e.g., monthly or annually). You can cancel your Subscription at any time, effective at the end of the then-current billing period, through your account settings or, if you purchased through a mobile app store, through that store's subscription management tools. You will continue to have access to the paid features through the end of the period you have already paid for, except where required by applicable law. In the event that the Payment Method provided by you to Ember or its third-party payment processor is unable to cover the Subscription Fee, Ember may suspend your access to the Services.

If you are dissatisfied with the Service, you may request a refund within 14 days of your initial Subscription Period. Refund requests for renewal periods are handled on a case-by-case basis. Refunds for subscriptions purchased through the Apple App Store or Google Play Store are subject to the respective platform's refund policies.

16. Modifications to Subscription Fees

From time to time, Ember may modify the fees for the Services, provided that no modifications will be effective until the end of the then-current Subscription Period.

17. Term, Termination, Deactivation, and Suspension

Unless terminated as set forth in these Terms, the Subscription commences on the Effective Date and continues until the close of the Subscription Period. Thereafter, unless terminated as set in these Terms, the Subscription will automatically renew for successive periods equivalent to the length of the initial Subscription Period (each period referred to as a Subscription Period) unless you or Ember provides written notice of non-renewal no less than 60 days prior to the close of the then-current Subscription Period. You acknowledge that you will not receive notice of a renewal date.

You may cancel your Subscription at any time. Please note that Subscriptions must be canceled before renewals in order to avoid being charged for the next Subscription Period. If you cancel your Subscription, the cancellation will become effective at the end of the then-current Subscription Period. Please contact Ember's customer support team at support@emberlegacy.ai for instructions on how to cancel.

The Company reserves the right to terminate or suspend accounts, refuse service, bar access to the Services, remove or edit content, or cancel subscriptions in our sole discretion, without prior notice or liability, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

If the Company suspends or deactivates your account or limits your use of the Services pursuant to this Agreement, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Even after your right to use the Services is suspended, terminated, or limited, this Agreement will remain enforceable against you. The Company reserves the right to take appropriate legal action pursuant to this Agreement.

The Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services in its sole discretion.

Upon any termination of your Subscription all rights and licenses granted to you under these Terms will immediately cease.

18. Trademarks

Ember's name, trademarks, logos, and all other Ember product names, service names, or slogans included in or related to the Services are property of Ember and may not be copied, imitated, or used (in whole or in part) without Ember's express prior written consent in each instance. The look and feel of the Services and the Site, including, but not limited to, all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Ember, and may not be copied, imitated, or used (in whole or in part) without Ember's express prior written consent.

All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services ("Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of any Third-Party Trademarks included in or related to the Services is typically intended to denote interoperability and does not constitute an affiliation by Ember and its licensors with such company or an endorsement or approval by such company of Ember or its licensors or their respective Platform or Services.

19. Use of Artificial Intelligence

By accepting these Terms of Service, the User expressly authorizes Ember Legacy to use artificial intelligence ("AI") technologies to assist with processing User Content as necessary to provide the Services. The User acknowledges and agrees that AI processing may involve:

Ember commits to implementing industry-standard security measures to protect User Content during AI processing and visualization. Ember shall ensure that all AI models and algorithms used are designed with privacy-preserving techniques, including data minimization and purpose limitation. Ember's use of AI shall be limited to providing and improving the Services and shall be conducted in strict accordance with the Company's Privacy Policy, which is incorporated by reference into these Terms of Service.

The User understands and accepts that AI-generated outputs, including transcriptions, message suggestions, content descriptions, and media compilations:

Ember Legacy disclaims any liability for decisions made by you based on AI-generated outputs. As between Ember Legacy and the User, the User retains ownership of their original User Content. Ember Legacy retains all rights, title, and interest in the AI technologies, algorithms, and platform features used to provide the Services, but does not acquire any ownership interest in User Content through the operation of those features.

The User acknowledges that AI technologies are rapidly evolving and consents to Ember's ongoing development and improvement of its AI capabilities. Ember may update its AI processing methods without prior notice, provided such updates do not materially diminish the security or functionality of the Services or expand the scope of AI processing beyond what is described in this section and the Privacy Policy.

20. No Modifications, Reverse Engineering, Artificial Intelligence/Machine Learning

Except as expressly permitted in these Terms of Service, you may not (and may not allow third parties or assist third parties to):

21. Intellectual Property

You acknowledge and agree that our Services and all materials and content displayed or made available on our Services, and all software, algorithms, code, technology, and intellectual property underlying and included in or with our Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors' as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.

22. Error Reporting and Feedback

You may provide us directly at support@emberlegacy.ai or via third party sites with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to Ember, our Platform, the site, and/or the Services (collectively "Feedback"). You acknowledge and agree that:

Ember will own exclusive rights, including, without limitation, all intellectual property rights in, and to, such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

In the event the transfer of the ownership of the Feedback is not possible due to applicable mandatory laws, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited, and perpetual right to use (including copy, modify, create derivative works, publish, distribute, and commercialize) the Feedback in any manner and for any purpose.

23. Confidentiality

From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party ("Confidential Information"). Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information, and Trial features.

Confidential information does not include any information that:

The Receiving Party shall:

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, then, prior to making such disclosure (unless prohibited by law or legal process) it shall use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party's sole cost and expense, a protective order or other remedy.

Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

24. Privacy

We care about the privacy of our users. By using our Services, you acknowledge that we may collect, use and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Policy, and you acknowledge that you may have your personal information collected in, used in, transferred to, and processed in the United States. If your use of the Services requires us to process any personal data or personal information within your Content, as these Terms are and in accordance with applicable privacy laws or regulations, we will do so at all times in accordance with our Privacy Policy.

25. Third-Party Services and Marketplace Extensions

OUR SERVICES MAY CONTAIN LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY US, WE MAY REFER YOU TO CERTAIN THIRD PARTIES WHO PROVIDE INDEPENDENT SERVICES RELATING TO OR SUPPORTING YOUR USE OF OUR SERVICES, AND CERTAIN FUNCTIONALITY OF OUR SERVICES MAY REQUIRE YOUR USE OF, OR MAY BE COMPATIBLE WITH, THIRD-PARTY SERVICES, SITES, INFORMATION, MATERIALS, PRODUCTS, APPLICATIONS, EXTENSIONS, OR SERVICES (EACH, A "THIRD-PARTY SERVICE"). IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY'S TERMS OF SERVICE (OR OTHER APPLICABLE TERMS AND CONDITIONS) AND PRIVACY POLICY MADE AVAILABLE BY OR VIA THE THIRD-PARTY SERVICE.

WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICE (EVEN WHERE WE PERFORM A REVIEW OF THE FUNCTIONALITY OR SECURITY OF SUCH A THIRD-PARTY SERVICE, SUCH AS AN EXTENSION DEVELOPED BY A THIRD-PARTY AND MADE AVAILABLE THROUGH THE PLATFORM). IF YOU ACCESS A THIRD-PARTY SERVICE FROM OR WITH EMBER OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

26. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Ember, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Ember Parties"), from and against all actual or alleged Ember or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:

You agree to promptly notify Ember of any third-party Claims and cooperate with Ember in defending such Claims. You further agree that Ember shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ember.

27. Disclaimers

You are solely responsible for your conduct on Ember's Platform, Services, and other associated properties. Ember reserves the right to change any and all Content and to modify, suspend, or terminate access to the Platform and Services (or any features and functionality of the same). Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, vendor, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation with, Ember. Some jurisdictions prohibit the disclaimer of implied terms in contracts with consumers; in such cases, some, or all of the disclaimers in this section may not apply to you.

28. No Warranty

OUR SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICES.

FEDERAL LAW, SOME STATES OR PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

29. Limitation of Liability; Release

To the fullest extent permitted by applicable law, in no event shall Ember or any of the other Ember parties be liable for any indirect, special, incidental, consequential, exemplary or punitive damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access or use of the Services or Platform or the order, receipt or use of any service or product (including, but not limited to, any damages caused by or resulting from reliance by any user on any information obtained from Ember, or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, Trojan Horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Ember records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), strict product liability or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of Ember and the other Ember parties (jointly) arising out of or in any way related to (a) the order, receipt or use of Services or Platform purchased from Ember exceed the amount paid for such Services; and (b) the order, receipt or use of product, or access or use of the Services or content, exceed the greater of $250 or the amount you paid to us in the one (1) month period immediately preceding the date on which your claim arose. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute Ember and the other Ember Parties' sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), strict product liability or any other legal or equitable theory.

To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge Ember and the other Ember parties from and against, and covenant not to sue any such Ember party for, all claims you have or may have arising out of or in any way related to these Terms.

If you are a California resident, you hereby waive your rights under California Civil Code 1542, which states "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

Access to Ember and/or any other content, information, products and/or services offered by and/or through the same would not be provided to you without such limitations. Some jurisdictions prohibit the disclaimer of implied terms in contracts with consumers; in such cases, some or all of the disclaimers in this section may not apply to you.

30. Modifications to the Services

Ember reserves the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Platform and Services (or any features or parts thereof) at any time and without liability thereafter. Ember reserves the right to withdraw or amend its Services, and any service or material Ember provides, in its sole discretion without notice. Ember will not be liable if for any reason all or any part of the Platform or Services is unavailable at any time or for any period.

You are responsible for both:

31. Governing Law

You agree that: (i) we will be deemed solely domiciled in the State of Delaware; and (ii) our Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in this Section and preempts all state laws to the fullest extent permitted by law. If the FAA is determined not to apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

32. Arbitration and Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH EMBER AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EMBER.

These Terms are and will be governed by and construed under the laws of the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT EMBER AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures ("Comprehensive Rules"). The Comprehensive Rules are available online at www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator.

The arbitrator's decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself.

Notwithstanding any of the terms to the contrary in these Terms, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

You can opt out of this Agreement to arbitrate by contacting Ember Legacy, Inc. at 2118 Wilshire Blvd #1222, Santa Monica, CA 90403 within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this Arbitration Agreement.

33. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

34. Miscellaneous

Independent Contractors. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment. You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Ember. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Ember may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

Third-Party Infrastructure. Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Ember uses a third-party hosting infrastructure in connection with the Services ("Third-Party Infrastructure"), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Ember assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.

Electronic Communications. You agree that we may communicate with you electronically regarding your use of any of the Service and that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@emberlegacy.ai.

Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

Force Majeure. Ember is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Ember, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

Termination. The Company may terminate this Agreement at any time, with or without notice, for any reason.

Relationship of the Parties. Nothing contained in this Agreement or your use of the Platform or Services shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

Notice for California Users. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Entire Agreement. These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersedes all prior agreements or understandings with respect to such subject matter and all past dealing or industry custom.

Your use of any of the Services may be subject to a separate agreement between you and Ember. If any of the terms of such separate agreement conflict with any of the terms of these Terms, the terms of such separate agreement will govern to the extent of such conflict.

35. Contact Information

Ember Legacy, Inc. 2118 Wilshire Blvd #1222 Santa Monica, CA 90403

Email: support@emberlegacy.ai