Terms and Conditions

EmmerScale Terms and Conditions 

The following terms and conditions (the “Terms” or “Agreement”) govern all use of the  EmmerScale website (the “website”), the products and Services made available on or through  the Website (collectively, the “Service”). The Website is owned and operated by EmmerScale LLC.  (“EmmerScale”). The Website is offered subject to your acceptance without modification of all of  the terms and conditions contained herein and all other rules, policies and procedures that may  be made available on the Service from time to time.  

These Terms, together with the privacy policy available at (“Privacy Policy”), limited warranty  available at (“Limited Warranty”), and other additional agreements referred to and/or linked  herein, all of which are incorporated herein by reference, are, collectively, the “Agreement.” 

Certain services that we provide to you may be subject to additional terms and such additional  terms will be presented to you when you make use of such service. If the terms and conditions  herein this Agreement are inconsistent with the additional terms, the provisions of the additional  terms shall be superior and shall control with respect to such additional service and your use  thereof. The additional terms, upon acceptance, are incorporated into these Terms. 

Please, read these Terms, Agreement and any additional terms applicable to your use of the  Services before using it. By accessing or using the Services, you confirm your agreement to be  bound by these Terms. These Terms expressly supersede prior agreements or arrangements with  you regarding the use of the Services.  

Throughout these Terms, we use “EmmerScale,” “we,” “us,” and “our” to refer to EmmerScale  LLC., offering our Services to you. “You” means the organization you represent in accepting these  Terms or, if that is not applicable, “you” refers to you as an individual who makes use of the  EmmerScale services. 

IMPORTANT ARBITRATION NOTICE: THESE TERMS CONTAIN DISCLAIMERS AND WARRANTIES,  AND LIMITATIONS OF LIABILITIES, INCLUDING ARBITRATION AND CLASS ACTION WAIVER  PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND  RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE  REMEDY FOR ANY AND ALL DISPUTES ARISING OUT OF YOUR USE OF OUR SERVICE UNLESS TO  THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. BY ENTERING THIS AGREEMENT, YOU  EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS  AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS  IMPORTANT DECISION.

1. Changes to the Terms 

We may modify these Terms at any time, at our sole discretion, as they are subject to change. If  we do so, we will let you know by posting the modified Terms on the Service or through other  communications, such as the mobile phone number and email address on file. You must review  the Terms whenever we modify them. If you continue to use the Services after we have posted  modified Terms on the platform, you are indicating that you agree to be bound by the modified  Terms.  

If you do not agree to be bound by the modified Terms, then you may not use the Services  anymore. Because our Services are evolving over time, we may change or discontinue all or any  part of the Services, at any time and without notice, at our sole discretion. 

2. EmmerScale services description and use of Service 

The EmmerScale service provides several business consulting services to individuals or  organizations looking for these services. 

3. Intellectual property, copyrights, and trademarks 

Intellectual property: All the content included on the EmmerScale Services, including, but not  limited to, images, code, illustrations, text, scripts, graphics, audio clips, video clips,  documentation, and other interactive features made available to you on the Service, logos,  trademarks, and service marks contained herein, are owned by EmmerScale or its licensors. 

Other service marks, logos, and names on this Service are the property of their respective owners.  Any use of the Service or the contents made available to you through the Service other than as  specifically authorized herein, without our prior written permission is strictly prohibited and will  terminate the license granted herein. Such unauthorized use may also violate applicable laws,  including, without limitation, copyright and trademark laws and applicable communications  regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be  construed as conferring any license to intellectual property rights, whether by estoppel,  implication, or otherwise. This license is revocable by EmmerScale at any time without notice and  with or without cause. Despite the foregoing, we make no claim to the trademarks, copyrights,  patents, or other intellectual property contained in certain third-party features, which are  entirely the property of its owner, assignees, and licensees. 

License and restrictions: As an authorized user and subject to your compliance with these terms  as expressly stated herein and your payment of all applicable fees, we grant you a limited, non exclusive, non-sublicensable, revocable, non-transferable license to access and use the services 

provided in connection with the Service is solely for your own use, and not for the use or benefit  of any third party. Unless otherwise expressly authorized herein or in the Service or any  documentation provided by us, you agree not to display, publish, copy, modify, create derivatives  from, upload, transfer, use, distribute, license, sell or resell for any commercial purposes, any  portion of the Service, use of the Service, or access to the Service. 

EmmerScale may change, discontinue or suspend the Service, including the availability of any  feature, content, or database, at any time, with or without notice. EmmerScale may also impose  limits on certain features and services or restrict your access to parts or all of the Services without  notice or liability. You agree that EmmerScale may establish general rules and limits concerning  the use of the Service, including the maximum period that content or other data will be retained  by the Service. 

You may not: (i) remove any copyright, trademark, or other proprietary notices from any portion  of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license,  lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or  otherwise exploit the Service except as expressly permitted by us; (iii) decompile, reverse  engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to,  mirror or frame any portion of the Service; or (v) cause or launch any programs or scripts for the  purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or  unduly burdening or hindering the operation and/or functionality of any aspect of the Service.. 

4. User representation and acceptable use 

You hereby represent, warrant and agree that no materials of any kind submitted or otherwise  posted or shared by you through the service will be in violation of the rights of any third party,  including but not limited to the copyright, trademark, publicity, privacy or other personal or  proprietary rights. 

Although we are committed to providing a safe user experience, we do not guarantee that the  Services, or any content in it, will be safe, error-free, or uninterrupted or that it will be free from  bugs or viruses. From time to time, access to the service may be interrupted, suspended, or  restricted, including because of a fault, error or unforeseen circumstances, or scheduled  maintenance. We shall not be liable to you for any loss or damage that you may suffer as a result  of the service being unavailable at any time for any reason. 

You agree, undertake and confirm that your use of the service shall be strictly in accordance with  the following binding guidelines:

1. You shall not host, display, upload, modify, publish, transmit, update or share any  information that: 

i is in violation of local, state, or federal laws and regulations. 

ii belongs to another person and to which you do not have any right to make use of  or promote an illegal or unauthorized copy of another person’s copyrighted work  such as providing pirated computer programs or links to them, providing  information to circumvent manufacture-installed copy-protect devices; 

iii is grossly harmful, harassing, defamatory, obscene, pornographic, paedophilic,  libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable,  disparaging, relating or encouraging money laundering or gambling, or otherwise  unlawful in any manner whatever; or, 

iv is patently offensive to the online community, such as sexually explicit content, or  content that promotes obscenity, pedophilia, racism, bigotry, hatred, or physical  harm of any kind against any group or individual or provides material that exploits  people in a sexual, violent or otherwise inappropriate manner or solicits personal  information from anyone; 

v Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing  or “spamming” or contains any trojan horses, worms, time bombs, cancelbots,  easter eggs, or other computer programming routines that may damage,  detrimentally interfere with, diminish the value of, surreptitiously intercept or  expropriate any system, data or personal information; 

vi promotes illegal activities or conduct that is abusive, threatening, obscene,  defamatory or libelous; 

vii Provides instructional information about illegal activities such as making or buying  illegal weapons, violating someone’s privacy, or providing or creating computer  viruses; contains video, photographs, or images of another person (with a minor or  an adult); 

viii tries to gain unauthorized access or exceeds the scope of authorized access to the  Service or to profiles, blogs, communities, bulletins, or other areas of the Service or  solicits pass-codes or personal identifying information for commercial or unlawful  purposes from other users. 

ix interferes with another user’s use and enjoyment of the Service or any other  individual’s user and enjoyment of similar services; 

x refers to any website or URL that, in our sole discretion, contains material that is  inappropriate for the Service or contains content that would be prohibited or  violates the letter or spirit of these Terms. 

1. You shall not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic  devices, program, algorithm, or methodology, or any similar or equivalent manual 

process, to access, acquire, copy or monitor any portion of the Service or any Content, or  in any way reproduce or circumvent the navigational structure or presentation of the  Services or any Content, to obtain or attempt to obtain any materials, documents or  information through any means not purposely made available through the Services. 

1. You shall not abuse any discounts, coupons, or promotions by harvesting or farming  discounts or coupons. 
2. You shall not attempt to gain unauthorized access to any portion or feature of the Service,  or any other systems or networks connected to the Services or to any server, computer,  network, or any of the services offered on or through the Service, by hacking, password  “mining” or any other illegitimate means. 
3. You shall not attempt to encourage, permit, or allow other users of the Service to do  anything that is prohibited or anything that violates the terms of this agreement. f. You shall not use the Service for fraudulent or illegal purposes or in connection with a  criminal offense or any unlawful activity. 
4. You shall not probe, scan or test the vulnerability of the service or any network connected  to the service nor breach the security or authentication measures on the service or any  network connected to the Service. You may not reverse look-up, trace or seek to trace  any information on any other user to Services, or any other customer, including any  account on the Services not owned by you, to its source, or exploit the Services or  information made available or offered by or through the Service, in any way where the  purpose is to reveal any information, including but not limited to personal identification  or information, other than your own information, as provided for by EmmerScale. 
5. You shall not attempt to obtain another user’s account username, password, or other  security information. 
6. You shall not conceal your true IP address or otherwise misrepresent or impersonate your  identity. 
7. You agree not to use any device, software, or routine to interfere or attempt to interfere  with the proper working of the Service or any transaction being conducted on the  Services, or with any other person’s use of the Services. 

You shall not use our Services for any other purpose that is other than what is intended by  EmmerScale as described herein. 

5. Feedback, your content and submissions 

The EmmerScale Services may permit you to add and share certain content such as posts, images,  links, text, questions, and other files and information about the EmmerScale services and/or your  use of the Services (“Content”), to share publicly with other users of the EmmerScale Service. You  understand that all Content is the sole responsibility of the person who originated such Content. 

EmmerScale cannot guarantee the authenticity of any Content or data which users may provide  about themselves or their use of the EmmerScale Services. You acknowledge that all Content  accessed by you using the Service is at your own risk and you will be solely responsible and liable  for any damage or loss to you or any other party resulting therefrom. 

In order to protect the integrity of the EmmerScale Services and protect our users from abuse,  EmmerScale reserves the right (but is under no obligation) to remove posted content or  information that, in EmmerScale’s sole judgment, violates these Terms or negatively affects our  Services, diminishes the integrity of the EmmerScale Services, system or otherwise is inconsistent  with the business interests of EmmerScale. 

You shall be solely responsible for all and the consequences of sharing, posting or publishing any  content on the EmmerScale Service. You agree that EmmerScale has no liability with respect to  any of your content, and you hereby irrevocably release EmmerScale and its officers and  directors, employees, agents, representatives, and affiliates from any and all liability arising out  of or relating to your content or any part thereof. 

By submitting your content to EmmerScale, or displaying, publishing, or otherwise posting any  content on or through the EmmerScale Service, you hereby grant EmmerScale a worldwide, non exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to reproduce,  distribute, modify (such as by editing or otherwise creating derivatives), display your content in  accordance with the terms of this Agreement. You agree not to contest any modifications made  by EmmerScale and hereby waive any claims with respect thereto. For clarity, the foregoing  license grant to EmmerScale does not affect your ownership or license rights in the content you  make available on the Service, including the right to grant additional licenses to the content in  any of your submitted content.  

In connection with your content made available on the EmmerScale Service, you affirm,  represent, and warrant that: 

1. you own or have the necessary rights, licenses, consents, and permissions to use and  authorize EmmerScale to use such content and to enable inclusion and use of such  content in the manner contemplated by the Service and this Terms;  
2. you have the written consent, release, and/or permission of every identifiable  individual in your content to use the name or likeness of every such identifiable  individual to enable inclusion and use of the content in the manner contemplated by  the Service and the Terms herein; and  

iii. the posting of your content on or through the Service or otherwise does not violate  the privacy rights, publicity rights, intellectual property rights, contract rights, or any  other rights of any individual or entity. You agree to pay all royalties, fees, and other 

monies owing to any individual or entity by reason of any content posted by you to or  through the Service. 

1. Such content does not in any way, create a risk of loss, harm, mental or physical injury,  disability, emotional distress, mental illness or death to you or to any other entity.  v. Such content does not include information that you know for a fact is incorrect and  misleading. 

You are solely responsible for all content that you upload, post, publish, display or email via the  Service. EmmerScale does not endorse any User Content, submission, opinion, recommendation,  or advice expressed therein, and EmmerScale expressly disclaims all responsibility or liability in  connection with User Content Submission(s). You acknowledge the global nature of the Internet  and you agree to comply with all local rules and laws regarding your use of the Service, including  as it concerns online conduct and acceptable content. 

Again, you acknowledge that EmmerScale does not pre-screen Content, and agree that  EmmerScale has the right to, in its sole discretion, remove any User Content at any time (with or  without notice). 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other  information about the Service, provided by you to EmmerScale are non-confidential and  EmmerScale can unrestrictedly use and disseminate them for any purpose, commercial or other,  without acknowledgment or compensation to you. 

6. Obscene and offensive content 

We are not responsible for any obscene or offensive content that you receive or view from others  while using our Service. However, if you do receive or view such content, please contact us by  email at learn.nore@emmerscale.com so that we can investigate the issue. Although we are not  obligated to do so, we reserve the right to monitor, investigate, and remove obscene or offensive  material posted to our Service. 

7. Privacy 

In the course of accessing and/or using the Website and the Services that we offer; we may obtain  certain information about you or you may be required to provide certain information to us. All  uses of your information will be treated in accordance with our Privacy Policy which herein forms  an integral part of these Terms. Please refer to our Privacy Policy for information on how we  collect, use and disclose information from our users. If you use the Services and/or the Website,  and/or if you register for an account, you are accepting our Privacy Policy, which may be 

amended from time to time. If you do not agree to have your information used in any of the ways  described in the Privacy Policy, you must discontinue the use of the Website and the Services. 

8. Third-party content and resources 

The Service may permit you to link to other websites, services or resources on the Internet, and  other websites, services, or resources may contain links to the Services; (“Third-Party Content”).  These other websites or resources are not under EmmerScale’s control, and you acknowledge  that EmmerScale is not liable or responsible for the content, accuracy, functions, legality,  appropriateness or any other aspect of such websites or resources. The inclusion of any such link  does not imply endorsement by EmmerScale.  

You further acknowledge and agrees that EmmerScale 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 the  use of or reliance on any content, goods, information, or services available on or through any  such website or resource. 

9. How we communicate: consent to electronic transactions, communication, and disclosures 

To the fullest extent permitted by law, these Terms and any other agreements, notices or other  communications from EmmerScale to you regarding our services and the services being offered  to you, (“Communications”) may be provided to you electronically, and you consent and agree  to receive Communications in an electronic form. Electronic Communications may be posted on  the pages within the EmmerScale website and/or delivered to your email address.  

Also, you expressly consent to be contacted by us, our agents, representatives, affiliates, or  anyone calling on our behalf for any and all purposes, at any telephone number, physical or  electronic address you provide or at which you may be reached. You agree we may contact you  in any way, including SMS messages (including text messages), calls using prerecorded messages  or artificial voice, and calls and messages delivered using an auto telephone dialing system or an  automatic texting system. Automated messages may be played when the telephone is answered,  whether by you or someone else. In the event that an agent or representative calls, he or she  may also leave a message on your answering machine, voice mail, or send one via text. 

Consent to monitoring and recording of calls: EmmerScale may, at its own discretion and without  further notice or warning to you, monitor and/or record telephonic communications for our  business purposes, such as quality control, fact verification, and training purposes and to help  protect our rights and the rights of others, and you hereby consent to such monitoring and  recording. All calls between EmmerScale and any user will be confidential. 

Opting-out and withdrawal of consent: You may withdraw your consent to receive  Communications electronically by contacting us in the manner described below. If you withdraw  your consent, from that time forward, we may still send you relevant information about your  service account with us, and any transaction detail carried out between you and us. You further  acknowledge and agree that opting out and withdrawing consent may impact your use of the  EmmerScale service. 

10. Copyright and infringement notification 

EmmerScale respects the intellectual property of others and asks its users of the Service to do  the same. EmmerScale’s Service may not be used to transmit, retransmit, distribute, post, or  store any material that is in violation of any rights of any person including rights protected by  copyright, trade secret, patent, or other intellectual property or similar laws or regulations. 

EmmerScale has established procedures for enforcing this statement which is designed to be in  accord with the Digital Millennium Copyright Act. If you believe that your copyrighted work has  been copied and is accessible on any of EmmerScale’s Services in a way that constitutes copyright  infringement, please notify us by sending us an email at learn.more@emmerscale.com.  

In order to be valid, the notification must be in writing and must contain the following  information: 

1. a description of the copyrighted content or other intellectual property that you claim  has been infringed; 
2. a statement by you that you have a good faith belief that the use of this content or  intellectual property is not authorized and for which reason; 

iii. a detailed description of where this content or intellectual property is located on the  Service, in order for us to find it; 

1. your address, telephone number, and email address; 
2. a signature of the person authorized to act on behalf of the owner of the copyright or  other intellectual property interest; 
3. a statement by you, made under penalty of perjury, that the above information  provided by you in the notification is accurate and that you are the copyright or  intellectual property owner or authorized to act on the behalf of the copyright or  intellectual property owner. 

Please note that (i) any person who knowingly misrepresents to EmmerScale that material is  infringing shall be liable to EmmerScale and/or the alleged infringer for any damages (including  costs and attorneys’ fees) suffered or incurred by EmmerScale and/or the alleged infringer as a  result of EmmerScale’s reliance on such misrepresentation and removing or disabling access to 

such material. ii) Similarly, any person who knowingly misrepresents to EmmerScale that the  material was removed or access blocked by mistake or misidentification shall be liable to  EmmerScale and/or the copyright owner or its authorized licensee for any damages (including  costs and attorneys’ fees) suffered or incurred by EmmerScale and/or the copyright owner or its  authorized licensee as a result of EmmerScale’s reliance on such misrepresentation and replacing  such removed or blocked material. 

11. Disclaimers and Warranties 

EMMERSCALE EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS  OR IMPLIED WARRANTIES: (A) THAT THE WEBSITE, WEBSITE CONTENT, SERVICES, ADVICE,  INFORMATION OR LINKS PROVIDED OR DISPLAYED ON THE WEBSITE WILL MEET YOUR  REQUIREMENTS; (B) THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE  FROM ERROR OR THAT ANY ERRORS WILL BE CORRECTED; (C) THAT DEFECTS IN THE OPERATION  OR FUNCTIONALITY OF THE WEBSITE, WEBSITE CONTENT, SERVICES, OR PRODUCTS WILL BE  CORRECTED; AND (D) REGARDING THE WEBSITE, USER CONTENT, WEBSITE CONTENT, SERVICES,  PRODUCTS, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES OR USERS. NO  ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE  SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 

You acknowledge and agree that any and all representations, promises, warranties or statements  by EmmerScale’s salesperson, representative or agent that differ in any way from the terms  hereof shall be given no force or effect. If EmmerScale furnishes you with any advice or assistance  concerning any services, products, subscriptions, or systems which is not required pursuant to  these Terms, the furnishing of such advice or assistance shall not subject EmmerScale to any  liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or  otherwise. 

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS”  AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR  IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER EMMERSCALE NOR ANY  PERSON ASSOCIATED WITH EMMERSCALE MAKES ANY WARRANTY OR REPRESENTATION WITH  RESPECT TO THE SITE, USER CONTENT, SITE CONTENT, SERVICES, PRODUCTS, INFORMATION AND  OTHER MATERIALS CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER  EMMERSCALE NOR ANYONE ASSOCIATED WITH EMMERSCALE REPRESENTS OR WARRANTS THAT  THE SITE OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED,  THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES THAT MAKE THE SITE  AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY 

SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR  EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR  USE OF THE SITE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

You understand that the technical processing and transmission of any Website Content and User  Content may be transferred unencrypted and involve transmissions over various networks and  changes to conform and adapt to technical requirements of connecting networks or devices.  Please be advised that we do not guarantee that any information sent to or from our Website  will be secure during transmission, nor can we guarantee the confidentiality of any  communication or material transmitted to us via the Website or the Internet, including, for  example, personal information such as your name or address.  

EmmerScale reserves the right to interrupt or discontinue any or all of the functionalities of the  Webite. EmmerScale assumes no responsibility for: (a) any error, omission, interruption,  deletion, defect, delay in operation or transmission, communications line failure, theft or  destruction or unauthorized access to, or alteration of, any communication; (b) any problems or  technical malfunction of any telephone network or lines, computer online systems, servers or  providers, computer equipment, software, failure of any email due to technical problems or  traffic congestion on the Internet or on any of the Site, including any injury or damage to you or  to any person’s computer related to or resulting from use of the Site; and (c) any damage to, or  viruses that may infect, your computer equipment or other property on account of your access  to, use of or browsing of the Site or your downloading of any materials, data, text, images, video or audio from the Site. 

12. Limitation of Liability 

YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMMERSCALE  WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY.  

INFORMATION MADE AVAILABLE TO YOU VIA OUR WEBSITE SHOULD NOT NECESSARILY BE  RELIED UPON AND SHOULD NEVER BE CONSTRUED TO BE PROFESSIONAL ADVICE FROM US. WE  DO NOT GUARANTEE THE ACCURACY, EFFICACY OR COMPLETENESS OF ANY OF THE  INFORMATION PROVIDED, AND ARE NOT RESPONSIBLE FOR ANY LOSS RESULTING FROM YOUR  RELIANCE ON SUCH INFORMATION. 

IN NO EVENT SHALL EMMERSCALE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING,  OR DELIVERING THE EMMERSCALE SERVICES, PRODUCTS OR CONTENT BE LIABLE FOR ANY  INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT  LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER  DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OR PRODUCTS ARISING 

OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT,  TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND  WHETHER OR NOT CALM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF  A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

IN ADDITION, EMMERSCALE SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING,  DIRECTLY OR INDIRECTLY, FROM THE USER’S ACCESS OR INABILITY TO ACCESS OR OTHERWISE  USE THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO  ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, PROCESSING  FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES). 

IN NO EVENT WILL EMMERSCALE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH  THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE EXCEED THE AMOUNTS  YOU HAVE PAID TO EMMERSCALE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY  PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100), IF  YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO EMMERSCALE, AS APPLICABLE. THE  EXCLUSION AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS  OF THE BASIS OF THE BARGAIN BETWEEN EMMERSCALE AND YOU. 

YOU AGREE THAT IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE  TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SERVICE. 

13. Indemnification 

You agree that as a condition of use of the Services, you will indemnify, defend, and hold harmless  EmmerScale, its officers, directors, employees, agents, licensors and suppliers from and against  any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting  from your use of the Services or any product, including any claims alleging facts that if true would  constitute a violation of these Terms or any activity related to your account (including negligent  or wrongful conduct) by you or any other person accessing the Services using your account. 

14. Compliance with Legal and Regulatory Requirements 

You represent and warrant that you: (a) will comply with all applicable legal and regulatory  requirements of any governmental or supranational body with jurisdiction over these Terms or  either party, which include: (i) anti-bribery, anti-corruption, and anti-money laundering laws and  regulations, and (ii) international trade laws and regulations, including those of the US, EU, UK,  and UN (“Sanctions”); (b) you are not (and to the extent you act on behalf of your company, your  company is not) a target of Sanctions; (c) to the extent that you act on behalf of your company,  your company is not owned or controlled by any person or entity that is a target of Sanctions; 

and (d) you are not (and to the extent you act on behalf of your company, your company is not)  located in a jurisdiction that is a target of Sanctions (including Cuba, Iran, North Korea, Syria, and  the Crimea Region of the Ukraine) (“Sanctioned Jurisdiction”). You further represent and warrant  that you will not (and to the extent you act on behalf of your company, your company will not)  transfer, provide access, or use the Website and Services (including tools and intellectual  property) to or for the benefit of any Specially Designated National and Blocked Person (as  designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in  any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute  a violation of Sanctions. 

15. Choice of law and jurisdiction 

These Terms and your use of the service are governed by and construed in accordance with the  laws of the State of North Carolina, U.S.A., applicable to agreements made and to be entirely  performed within the State of North Carolina, without regard to its conflict of law principles. 

16. Dispute resolution; arbitration 

(i) Informal negotiations 

To expedite dispute resolution and control the cost of any dispute, controversy or claim related  to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof)  (“Dispute”), you, as a user of the EmmerScale Services agree to first attempt to negotiate any  Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days  before initiating any arbitration. Such informal negotiations commence upon written notice from  one party to the other. We are available by email at learn.more@emmerscale.com to address  any concerns or questions that you may have regarding your use of the EmmerScale Website. 

(ii) Agreement to Binding Arbitration 

You and EmmerScale agree that any dispute, claim or controversy arising out of or relating to  these Terms or the breach, termination, enforcement, interpretation or validity thereof or the  use of the Website, Products or Content (collectively, “Disputes”) will be settled by binding  arbitration in the event where informal negotiation did not work, except that each party retains  the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other  equitable relief in a court of competent jurisdiction to prevent the actual or threatened  infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets,  patents or other intellectual property rights (the action described in the foregoing clause (ii), an  “IP Protection Action”). 

Without limiting the preceding sentence, you will also have the right to litigate any other Dispute  if you provide EmmerScale with written notice of your desire to do so by email at learn.more@emmerscale.com within thirty (30) days following the date you first agree to these  Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide EmmerScale with an  Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have  knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth  in clauses (i) and (ii) above. All claims arising out of or relating to these Terms (including their  formation, performance, and breach), the parties’ relationship with each other, and/or your use  of the EmmerScale Services will be finally settled by binding arbitration administered by AAA, in  accordance with the AAA Consumer Arbitration Rules, excluding any rules or procedures  governing or permitting class actions. Each party will have the right to use legal counsel in  connection with arbitration at its own expense. The parties will select a single neutral arbitrator  in accordance with the AAA Consumer Arbitration Rules. The arbitrator, and not any federal, state  or local court or agency, will have exclusive authority to resolve all disputes arising out of or  relating to the interpretation, applicability, enforceability, or formation of these Terms, including,  but not limited to, any claim that all or any part of these Terms is void or voidable. Either party  may elect to appear at the arbitration by phone or, if mutually agreed, to conduct it online, in  lieu of appearing live. The arbitrator will be empowered to grant whatever relief would be  available in a court under law or in equity. 

(iii) Arbitration Rules 

The arbitration will be administered by the American Arbitration Association (“AAA”) in  accordance with the Commercial Arbitration Rules and the Supplementary Procedures for  Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute  Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA  at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement  of this Section. 

(iv) Arbitrator’s Decision 

The arbitrator will render an award within the time frame specified in the AAA Rules. The  arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator  based the award. Judgment on the arbitration award may be entered in any court having  jurisdiction thereof. The arbitrator’s award will be in writing and provide a statement of the  essential findings and conclusions, will be binding on the parties and may be entered as a  judgment in any court of competent jurisdiction. The interpretation and enforcement of these  Terms will be subject to the Federal Arbitration Act.  

(v) Class action and class arbitration waiver

You and EmmerScale agree to the fullest extent permitted by applicable law, that each may bring  claims against the other only in your or its individual capacity, and not as a plaintiff or class  member in any purported class or representative proceeding. Further, if the parties’ dispute is  resolved through arbitration, the arbitrator may not consolidate another person’s claims with  your claims, and may not otherwise preside over any form of a representative or class  proceeding. If this specific provision is found to be unenforceable, then the entirety of this  Dispute Resolution section shall be null and void. 

(vi) Changes 

Notwithstanding the provisions as regards how we can make changes to these Terms, if  EmmerScale changes this “Dispute Resolution” section after the date you first accepted these  Terms (or accepted any subsequent changes to these Terms), you may reject any such change by  sending us written notice (including by email to learn.more@emmerscale.com) within 30 days of  the date such change became effective, as indicated in the “Last Updated” date above or in the  date of EmmerScale’s email to you notifying you of such change. By rejecting any change, you are  agreeing that you will arbitrate any Dispute between you and EmmerScale in accordance with  the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms  (or accepted any subsequent changes to these Terms). 

17. General provisions 

(i) Severability 

If any provision of these Terms is determined by a court to be invalid, void or  unenforceable, the Parties agree that the remaining provisions of this Agreement will not  be affected thereby and that this Agreement will in any event otherwise remain valid and  enforceable. 

(ii) Survival 

After this Agreement terminates, the terms of this Agreement and the other Terms that  expressly or by their nature contemplate performance, after this Agreement terminates  or expires, will survive and continue in full force and effect. For example, the provisions  requiring arbitration, protecting intellectual property, indemnification, and setting forth  limitations of liability each, by their nature, contemplate performance or observance after  this Agreement terminates. Without limiting any other provisions of the Terms, the  termination of this Agreement for any reason will not release you or EmmerScale from  any obligations incurred prior to termination of this Agreement or that thereafter may  accrue in respect of any act or omission prior to such termination.

(iii) Waiver 

No waiver of any of the provisions of this Agreement will constitute a continuing waiver  unless otherwise expressly so provided in writing. The failure of either Party to enforce at  any time any of the provisions of this Agreement, will in no way be construed to be a  present or future waiverof such provisions. We do not guarantee that we will pursue leg 

al actions against all breaches of this Agreement. 

(iv) Assignment 

You may not assign these Terms, or any of its rights or obligations hereunder, without  EmmerScale’s prior written consent in the form of a written instrument signed by a duly  authorized representative of EmmerScale. We may assign these Terms without your  consent.  

(v) Entire Agreement 

These Terms with other policies presented to you, constitute the entire agreement  between you and us with respect to the Services and its use and supersedes all prior  agreements, proposals, communications between the parties, and understandings,  whether oral or written. 

18. Questions or Complaints? 

Feedback, comments, requests for technical support, and other communications relating to the  App and the Services should be directed to us. 

Please contact us at learn.more@emmerscale.com.