Legal Center.

Definitions

1. “Aggregated Data” means data that has been anonymized so that it does not constitute Personal Data nor Confidential Data, such as usage data and general business intelligence derived from various customers’ use of Embr Checkout.
2. “Charges” means any fees, taxes, Transaction Fees, amounts and charges which are invoiced or charged to Users through Embr Checkout, including any Transaction Fees, as applicable.
3. “Confidential Data” means data that either one of us or our Affiliates (the “Receiving Party”) that is disclosed by the other Party or its Representatives (the “Receiving Party”), such as source codes, programs, codes, applications, trade secrets, strategic deployment plans regarding Tokens or amounts relating to Transactions. Customer Data is Confidential Data.
4. “Customer Data” means any Personal Data and Confidential Data which are processed by us on your behalf, or which you otherwise share with us as part of our use of Embr Checkout. Customer Data specifically excludes Aggregated Data.
5. “Documentation” means the specifications and service description, help desk online information and other product-related information made available by Embr at: https://docs.embr.org/
6. “Embr Checkout” means the products, applications, services and technologies commercialized as “Embr Checkout”, as described in the Documentation, including the design and automation of Transaction Workflows, the Checkout Widget, the Licensed Data and any related  technical support services, . Embr Checkout is our IP.
7. “IP” means any and all intellectual property whether registered or not, and any rights related there too, including (a) all domestic and foreign patents, including applications, re-examinations, reissues, divisions, renewals, extensions, provisional and continual patents; (b) all trade-marks, trade names, service marks, service names, certification marks, brands, logos, domain names and social media identifiers,  together with the goodwill associated therewith (the “Marks”); (c) all copyrights, integrated circuits topography; (d) all industrial designs, CAD designs and works protected by copyright, including computer software, Tokens, algorithms, source code, computer programs, documentation, designs, schematics, specifications or records; (e) any inventions (whether or not patentable); and (g) all proprietary and Confidential Data including technical data, trade secrets, ideas, formulas, algorithms, methods, techniques, processes, research and development and technology know-how, databases, data compilations and collections and technical data. Intellectual Property includes all registrations, applications, common-law rights and moral rights, however, denominated, throughout the world and in all media now known, and all rights to sue at law or in equity for any past infringement or other impairment of any and all of the foregoing, including the right to receive all proceeds and damages therefrom, where applicable at law.
8. “Intended Purposes” means the authorized and intended use of Embr Checkout as described in the Documentation from time to time, such as the integration of the Checkout Widget in your Interface(s), the creation of Transactions Flows. The Intended Purposes do not include any Restricted Business Activities.
9. “Licensed Data” means data, datasets, structure or unstructured information, reports or documents licensed to Customer by Embr pursuant to these Terms, as part of Embr Checkout, if applicable.
10. “Liquidity Pool” means a crowdsourced pool of Tokens locked in a smart contract which is used to facilitate trades between assets in a decentralized exchange.
11. “Personal Data” means any data which allows us to directly or indirectly identify a User, such as phone numbers or emails, and which we process on your behalf as part of Embr Checkout
12. “Representatives” means any affiliates, subsidiaries, licensors, suppliers, vendors, employees, directors, officers, and distributors of either party.
13. “Restricted Business Activities” means any business or activity that is listed by Embr online at checkout eligibility disclaimer, as modified from time to time.
14. “Specific Terms” means additional terms applicable to a Transaction which you are responsible for making available on your website to complete, override, or specify the Transaction Terms.
15. “Transaction” means a transaction conducted through Embr Checkout in which the User acquires, exchanges, purchases, buys, leases, invests in or otherwise makes a transaction regarding a Token, such as by connecting a Wallet.
16. “Transaction Fees” has the meaning set forth under Section 10.1. The Transaction Fees are available here https://docs.embr.org/, as modified from time to time.
17. “Transaction Terms” means the terms applicable when a User conducts a Transaction through Embr Checkout, available here, as modified from time to time.
18. “Transaction Workflows” means a transaction workflow designed, built or engineered by the Customer through Embr Checkout to permit the purchase of Tokens by Buyers, as we further explain in the Documentation.
19. “Token” means a cryptocurrency or digital asset which is subject to a Transaction using Embr Checkout. You are responsible for ensuring that you have the rights to subject the Token to a Transaction through Embr Checkout.
20. “Token Price” means the price of a Token for the Buyer, excluding additional Charges. “User” means a person who uses Embr Widget through your Interface to conduct a Transaction.
21. “Wallet” means a digital wallet that can store and transfer certain supported virtual currency, such as Tokens.

Embr Checkout

1. Accounts. You may need an account to access or use part or all Embr Checkout. If you create an account with us, you represent that, to the best of your knowledge, the information provided is true and accurate.  You are also responsible for keeping your credentials secure.
2. Users. You agree that Users must be at least 18 years old. Users must be authorized to complete Transactions using Embr Checkout by law. You are responsible for making sure that the conditions applicable to Users which are not covered in the Transaction Terms are included in your Specific Terms, as required by law. You are solely responsible for determining the legal requirements applicable to Users.
3. Transactions Terms. You agree that all Transactions are subject to the Transaction Terms which apply by default between you and the User. The Transaction Terms may be completed, supplemented or amended by Specific Terms, except that such Specific Terms may not create more liability or obligations to Embr or its Representatives than as intended hereunder. You are responsible for publishing and making any Specific Terms available to Users. We do not warrant nor make any representation that the Transaction Terms will be adequate for your legal needs. You are responsible for reviewing them accordingly, and using Specific Terms, as needed to address your legal needs, along with the specific circumstances applicable to your use of Embr Checkout.  You agree to indemnify us, defend us and hold us harmless from any any claims, allegations, damages, fines, costs and reasonable attorneys’ fees (“Losses”) resulting from the Specific Terms, or otherwise from any obligations or liabilities which exceed those intended herein.
4. Wallets. To complete a Transaction, Users can connect their Wallet, or otherwise create a temporary Wallet by using their phone numbers or emails and connecting to the link transmitted accordingly to conduct a Transaction. We are not responsible for any damages resulting from (a) the wrongful or unauthorized use of phone number or e-mail address and (b) a security breach resulting from Users’ failure to use multifactor authentication or failure to backup the two-factor authentication. Online wallets should only be used temporarily and are always at risk of security vulnerabilities, fraudsters and other online threats. The use of the Wallet is subject to the Transaction Terms.
5. Configurations. You are responsible for integrating, featuring, embedding, configuring or otherwise making available the Embr Widget through your Interfaces, and for configuring the Transaction Workflows (the “Configurations”). You are responsible for (a) completing the Configurations based on the Documentation, and for making reasonable tests prior for allowing Users to conduct Transactions; (b) configuring payout accounts; and (c) providing us with accurate information when configuring the Transaction Workflows. The Transaction Works can be configured to accept different mechanisms to collect the Token Price and deposit it in your wallet, bank account or other designated location for transferring the Token Price. We are not responsible for any Losses, resulting from errors, misconfigurations or otherwise erroneous Configuration.
6. 3PS. We are not responsible for selecting, contracting with or for any third party services, applications, technologies or products such as blockchains, Liquidity Pools, or decentralized exchanges  (“3PS”). 3PS may have additional terms and conditions applicable to Transactions, and may be subject to additional Charges. 3PS are not suppliers of Embr Checkout, and Embr Checkout is not responsible for any Losses resulting from the use of 3PS. Some 3PS may not be available with Embr Checkout, or may not be adapted for your circumstances. You are responsible for ensuring that you use 3PS that are adapted for your Transactions, and for complying with applicable laws when doing so.
7. Payment Providers. We do not process payment card data. Customer is the merchant of record, and is responsible for using 3PS to complete Transactions including for collecting the Token Price. You are responsible for complying with PCI DSS as well as any laws applicable to Transactions, such as anti-money laundering requirements. You are responsible for negotiating payment processing rates with 3PS and entering into agreements with them. We are not responsible for chargebacks, errors or fraud relating to Transactions. We will not participate, and you will not cause us to participate, in any dispute involving Users.
8. Customer Obligations. You are responsible for ensuring that Users are informed of and understand key elements of the Transactions. This includes the Token Price, the Specific Terms, your legal name and contact information, and the purpose of the Transaction. You agree to (a) accurately communicate, and not misrepresent, the nature of the Transaction, the specifications of the Tokens, and the amount of the Token Price; (b) collect and remit taxes in accordance with the law; (c) provide Users with contact information in the event that there is any issue relating to their Transactions; (d) refrain from using Embr Checkout to promote, exchange, market or sell Tokens (i) in a deceptive or unfair manner, or (ii) in violation of the law (iii) in a way that exposes Users to unreasonable risks, or (iv) without disclosing material terms of a Transaction in advance, and (e) inform Users of the identity of any payment processors used in a Transaction Workflow.
9. Legal Obligations. You are responsible for complying with applicable laws when offering Transactions, or otherwise using Embr Checkout. Without limiting the foregoing, you are responsible for collecting and remitting taxes, for informing Users of Transaction Fees, for disclosing to Users any elements that must be disclosed pursuant to applicable laws (including through Specific Terms, if necessary) .
10. Availability. We make commercially reasonable efforts to ensure that Embr Checkout is available 7 days per week, and 24 hours per day, even on holidays. Embr Checkout may not be available due to maintenance.
11. Technical Support. If you have technical issues with Embr Checkout, please consult our Knowledge Center. You can also reach out to us via live chat or email, as indicated in the Documentation. We usually respond within 24 hours to technical support requests, depending on availability.
12. Financial Information. If we make record keeping, financial or business information available to you about your Transactions, it is provided “as is” based on your use of the Embr Checkout, and you are responsible for reconciling and validating this information with the information made available by 3PS,, as well as for any taxes remittance or decisions relating to such information. You agree to review the information provided by your 3PS regarding your Transactions and inform us of any reported error if applicable. You understand that Transactions conducted over blockchains cannot be changed, refunded, or cancelled once completed. Please test your Transaction Workflows accordingly.
13. Beta Services. If we provide you with access to services, products, software, functionalities, features, or licences identified as “beta” or “pre-released” (the “Beta Services”), you understand that such Beta Services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Notwithstanding anything to the contrary, we provide Beta Services “as is” and without warranty of any kind, and your use of, or reliance on Beta Services, is at your own risk.

Licenses

1. Embr Checkout, Subject to your compliance with these Terms, and for the duration of the Term, we hereby grant you a limited, revocable (but only pursuant to these Terms), non-sublicensable and non-transferable (except as set forth in these Terms) right and licence to use Embr Checkout, including (a) the right and licence to publish, install, copy and paste, insert and reproduce the Checkout Widget in or through your Interface to use Embr Checkout, and (b) the right to download, aggregate, reproduce, use and modify Licensed Data in all cases, the whole for the Intended Purposes. We can revoke this licence at any time if you breach these Terms. This licence does not allow you to integrate the Checkout Widget in an interface that you do not own or control, or for which you do not have the rights to integrate the Checkout Widget (including through snippets).
2. Data. During the Term, you grant us a limited, revocable (but only pursuant to these Terms), non-sublicensable, non-transferable (except as set forth in these Terms), right and licence to process the Customer Data as reasonably necessary to provide Embr Checkout, including for complying with your instructions (e.g., for disclosures to 3PSs), and the technical support services. During the Term, you grant us a licence to use anonymized Customer Data to provide you with Embr Checkout, to conduct research and development, to improve our products and services, and for aggregation with other data as part of Aggregated Data. The Aggregated Data is ours, and we can use it after the Term.
3. Marks. During the Term, each party hereby grants to the other party (including its Representatives) a limited, revocable (but only pursuant to these Terms), non-sublicensable and non-transferable (except as set forth in these Terms), right and licence to use the other Marks as necessary to (a) use Embr Checkout and allow Embr to facilitate Transactions, including by identifying you in checkout pages appropriately; (b) generate domains and Shareable URLs as required to use Embr Checkout in the Documentation and (c) as reasonably implied, permitted or required in these Terms. You also grant us the right to use your Marks to identify you in lists of customers, proposals, marketing documents and other media, such as our website. You can revoke this consent in writing at any time by sending us an email at legal@embr.org. You agree that your Marks include those associated with your Tokens. You represent and warrant that we are authorized to use the Marks as intended in these Terms and in the Documentation, and that you have all necessary rights to provide us and allow us to use the Marks.

Intellectual property

It’s simple: what is yours, stays yours, and what is ours, stays ours! We know you work hard on your projects, and we do too!
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1. Our IP. Our IP includes Embr Checkout  (including any codes or snippets relating to the Checkout Widget), our Marks, our Confidential Data and the Aggregated Data. All rights not granted in these Terms in our IP are reserved by us. We may modify our IP as we deem fit, including by modifying Embr, such as by adding services, functionalities or modules to Embr Checkout. In some cases, you may have to perform some actions, such as activating functionalities or downloading updates to access the features that we decide to include in your access and use of Embr. If you don’t agree with our changes or the changes result in a lack of compatibility, you can stop using Embr Checkout at any time by removing it from your Interface.
2. IP Limitations. You agree that you cannot (a) claim or register ownership of our IP, either on your behalf or on behalf of others; (b) sub licence any rights in our IP; (c) import or export our IP to a person or country in violation of export control laws, or otherwise in a manner that violates applicable laws or attempt to do any of the foregoing. Without limiting the foregoing, you agree that it is your responsibility to verify that Users have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the List of Specially Designated Nationals maintained by The Office of Foreign Assets Control of the U.S. Department of the Treasury, or the Denied Persons or Entity List of the U.S. Department of Commerce. Embr reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of Embr Checkout in certain countries or regions.
3. Your IP. The Interfaces, your Confidential Data, your Marks and the Customer Data are your Intellectual Property. We will only use it to provide Embr Checkout, as required for our obligations herein, based on your instructions or otherwise as permitted herein.
4. Feedback. If you share any questions, comments, suggestions, ideas or feedback with us (“Feedback”), you agree that we can use this Feedback to (a) improve Embr Checkout; (b) develop new products or services and (c) for any other purposes. We will not owe you any royalties, payments or compensation for the use of the Feedback, and you agree that we can commercialize it as we see fit, without any liability to you.
5. Open Source Software. You acknowledge that Embr Checkout may use, incorporate or link to certain open-source components and that your use of the Embr Checkout is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in these Terms or (b) otherwise use Embr Checkout in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.

Confidential Data

1. Exclusions. Confidential Data exclude (a) data that is generally known to the public or in the industry; (b) data that is now or subsequently becomes generally available to the public through no wrongful act of the Receiving Party; (c) data rightly in possession of the Receiving Party prior to receiving the Confidential Data from the Disclosing Party; (d) data that is independently created by the Receiving Party without direct use of the Disclosing Party’s Confidential Data or (e) data that the Receiving Party obtains from a 3PS with whom it has no obligation of confidentiality. If the Receiving Party relies on any such exclusions, it has the burden of demonstrating its application through documented evidence.
2. Limitations. Except as set forth in these Terms, the Receiving Party may not use or disclose the Disclosing Party’s Confidential Data for other purposes than (a) to exercise its rights and fulfill its obligations hereunder; (b) to comply with applicable laws, or the administration thereof, such as for anti-money laundering, anti-fraud and other regulatory purposes, and including for any required monitoring and know-your-customer, digital ID and authentication purposes; (c) to collaborate with law enforcements when required by subpoenas, court orders and other legal instruments, laws, treaties and obligations; (d) if such use or disclosure is reasonably necessary to protect individuals from harm and (e) if required to obtain legal, financial, or professional advice, to the extent that such recipients are under appropriate confidentiality undertaking.
3. Security Breach. In case of an unauthorized access, use or disclosure of the Disclosing Party’s Confidential Data (a “Security Breach”), the Receiving Party will notify the Disclosing Party without undue delays, by providing the information reasonably required for the Receiving Party to comply with applicable laws, including for informing any notifications to the concerned individuals or authorities. The Party which submits the Security Breach will (a) conduct a reasonable and documented examination of the systems affected and report on the root cause of the Security Breach and (b) proceed with the prompt remediation of the vulnerabilities that caused the Security Breach.
4. Deletion. Upon termination of these Terms, the Receiving Party will securely delete the Disclosing Party’s Confidential Data as soon as reasonably practicable, except for any Confidential Data which the Receiving Party is required to keep copies of (a) to ensure proper business continuity and disaster recovery in accordance with generally accepted industry practices and (b) to comply with applicable laws, or the administration thereof. If this Agreement is terminated for any reason, the Customer will remove the Checkout Widget from the Interfaces and cease to use Embr's Marks without undue delays.

Acceptable use

1. Acceptable Use. Your use of Embr Check must be for the Intended Purposes, in compliance with applicable laws, and in accordance with these Terms. Your use of Embr Checkout will not include any uses which would result in the following activities:
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   - Decompiling, disassembling, reverse engineering, investigating, or otherwise accessing portions of Embr Checkout which we do not allow you to access, including using deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of Embr Checkout, or replicate or bypass the navigational structure or presentation of Embr Checkout in any way, including in order to obtain or attempt to obtain any materials, documents or information in a manner not purposely provided through Embr Checkout.
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   - Violating other people or entities’ IP, such as copyrights.
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   - Circumventing any limitations in Embr Checkout, including by making modifications to Embr Checkout which we have not authorized, probing, scanning, or testing the vulnerabilities of Embr or any networks connected to Embr Checkout without our authorization, including by violating any authentication measures.
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   - Offering Tokens to Buyers which they are not allowed to purchase or for purposes which are not permitted under applicable laws, such as for money laundering, and otherwise in violation of these Terms.
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   - Processing personal data in violation of the law,
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   - Collecting data without authorization or rights including through scripts, data scraping, indexing, surveying or data mining. This also includes reverse look-up, tracking or seeking to track any information of individuals in violation of the laws.
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   - Interfering with our normal operations, such as by taking any actions that impose an unreasonable or disproportionately large load on our infrastructure or networks.
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   - Using Shareable URLs in a manner that constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “sweepstakes” or any other form of solicitation which is not permitted under applicable laws.
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   - Removing from the Documentation or Embr Checkout any IP notices, including open-source software disclosures or notices.
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   - Using Licensed Data that we provide to you through Embr Checkout for purposes other than the Intended Purposes, including prohibited uses such as commercial sell and resell, trading services and market bulletin board information, data feeding or streaming services and any other website, applications or services that charge for or otherwise profit from (including through advertising or referral fees) the Licensed Data.
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   - Using 3PSs in violation of their terms and conditions.
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   - Using Embr Checkout for or as part of market manipulation such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law.
   
2. Restricted Business Activities. You warrant not to use or allow the use of Embr Checkout to facilitate Transactions with the implicit or explicit purpose of promoting or involving any Restricted BusinessActivities.
3. Injunction. You agree that your breach of this Section 6 can cause us and our Representatives significant harm of a monetary amount of which may be difficult to estimate. Thus, you agree that we will be entitled to an injunction to mitigate any damages and prevent Losses resulting from a breach of this Section  6.

Personal Data

1. Compliance. You agree that only you are responsible for your Interfaces and 3PSs, including any security and privacy controls implementation requirements for the Interface or the use of 3PSs. This also includes any 3PSs activities relating to the purchase and use of Tokens as facilitated by Embr Checkout, such as payment processing, Liquidity Pools, public ledgers, decentralized exchanges and other 3PSs. We are not responsible for validating that you can lawfully share Personal Data with 3PSs, this is your responsibility.
2. Transparency Notices. You are responsible for informing Users of your processing of Personal Data in accordance with applicable laws, including regarding any uses of 3PSs. We process Personal Data as described in our Privacy Policy on our website, and as instructed by you.
3. International Transfers. The Transaction Workflows may result in the sharing of Personal Data to locations worldwide, including to 3PSs, or otherwise as a result of Personal Data transiting through blockchain nodes. You are responsible for informing Users and for any compliance requirements associated with the Transactions.
4. Retention. When you cease to use Embr Checkout, we will delete any Personal Data without undue delays, except if we are required to keep such Personal Data longer to comply with applicable laws.
5. Measures. We will deploy commercially reasonable efforts to help you respond to requests from Users to exercise their rights regarding their Personal Data. We will also implement commercially reasonable technical and organizational measures to protect Personal Data.
6. Fraud Prevention. Although you are responsible for validating the identity of Users (and for the overall ‘know-your-client’ process), you agree that we may (and you agree to ensure that we can by disclosing this collection and obtaining consent from Buyers’ if required): (a) use Buyers’ Personal Data for identity verification and prevention of money laundering, terrorist financing, fraud, and other financial crimes when validating Transactions and as part of their use of Embr for this purpose; (b) conduct investigations directly or through a third party to verify Buyers’ identity or protect them from financial crimes, such as fraud. We may also conduct inquiries on you and your Representatives accordingly. You agree to collaborate in good faith with such investigations, such as by sharing the information required.
7. European Union. If you are in the European Union, or in the United Kingdom, then the EU Data Processing Agreement available on our website, as updated from time to time, shall prevail over any conflicting terms in the Agreement.

Compatibility Requirements

1. 3PS Compatibility. Embr Checkout may not be compatible with all blockchain, networks or 3PS required for your Transaction Workflow. Please read the Documentation for more information on the 3PS compatible with Embr Checkout. We can modify compatible 3PS from time to time. We don’t represent or warrant that any 3PS will be or will remain available. We don’t control 3PS. We will try to notify you in advance if we cease to offer compatibility or be compatible with 3PS (e.g. a network). We don’t fully control compatibility requirements, and we may not know in advance. Networks can make changes unilaterally or can fork in unpredictable manners. You can cease to use Embr at any time if your Transactions require 3PS that are no longer supported.
2. Configurations Compatibility. Embr Checkout may not be compatible with the Interfaces. We may also make changes to the Checkout Widget that result in incompatibility between Embr Checkout and the Interfaces, even if we deploy commercially reasonable efforts to avoid these situations. We do not guarantee that Embr Checkout will be compatible with your Interface in the future, nor that Embr Checkout will continue to be adequate for your current Configurations, or that such Configurations will remain available.You can submit a request ticket if you have questions about compatibility, or if your Configurations generate errors of compatibility. We won’t be able to provide you with support for 3PS.

Financial Terms

1. Transaction Fees. Your use of Embr Checkout is not subject to any monthly or subscription fee. Embr charges a fee for each Transaction completed through Embr Checkout (the “Transaction Fees”).The Transaction Fees are automatically added to the Token Price when a User completes a Transaction and are configured to be paid by the User. We can modify the Transaction Fees from time to time. We will try to provide you with a prior written notice. You can cease to use Embr Checkout if you do not agree to the changes that we make to the Transaction Fees. You can’t circumvent the use of the Embr Checkout by completing Transactions offline to avoid paying Transaction Fees.
2. Charges. These Transactions Fees are not inclusive of any charge, rate, fees or amounts charged by 3PSs to complete the Transaction (together, with the Transaction Fees, the “Charges”). The Charges are added to the Token Price, not deducted from the Token Price. The Charges are added to the Token Price when the Charges are collected. We do not remit any Taxes on your behalf, nor are we responsible for validating that the Transaction is lawful.
3. Unless caused by our fault, the Transaction Fees are non-refundable and non-cancellable, even if the Transaction is not successful or otherwise contested. You have 15 days from a Transaction to issue any Dispute in accordance with this Agreement.
4. You determine the amount and nature of the taxes, duties, levies or governmental fees (the “Taxes”) must be collected as part of your Transaction, if any, and for assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. We are not obliged to nor will we determine the applicability of any taxes, or calculate, collect, report or remit any taxes or any tax authority arising from any Transaction, but we may redeem any amounts that we deem appropriate to cover such taxes if we cannot validate any tax-related identification information that you provide us, if we are required to do so under applicable laws, or upon being forced to by the authorities.

Termination; Suspension

1. Termination. Both parties can terminate these Terms at any time by (a) after 30 days by disconnecting Embr Checkout from the Interfaces; (b) within 30 days of a written notice or (c) immediately by making Embr Checkout unavailable, if required by applicable laws.
2. Suspension. If you are in breach of these Terms, we may suspend your access to Embr Checkout as long as required to resolve the violation, or permanently, at our sole discretion. If possible, we will provide you with a written notice. We are not responsible for any Losses resulting from a suspension. We also reserve our right to, at our discretion following a breach of the Terms, refuse, condition or suspend a Transaction, conduct independent financial compliance checks, and report any Transaction or use of Embr Checkout in violation of the law.
3. Effect. The parts of these Terms which should survive by their nature, including any limitation and exclusion of liability, will survive the Term.

Disclaimers; Indemnification

1. Information. We are not brokers, agents, a financial institution nor a creditor. The material, information or content (including Licensed Data) provided by Embr is for informational purposes only, and Embr does not guarantee its accuracy, completeness, timeliness, or reliability. We do not and will not provide you with any financial, legal, tax or professional advice. It is your responsibility to consult professionals in relation to your Transactions.
2. Disclaimer of Warranty. Except as stated otherwise in these Terms, and to the maximum extent permitted by law, your use of Embr Checkout is at your own risk and is supplied on an “as is” and “as available” basis. We, and our Representatives, disclaim any guarantees, conditions, warranties of any kind, express, implied, or statutory or other terms not stated therein that could apply to Embr by effect of the law or otherwise, including as to (a) the compliance, accuracy, correctness, completeness, reliability, or security of Embr Checkout or any Licensed Data; (b) its suitability for a particular use; (c) any warranties of title or non-infringement, and (d) your satisfaction or the performance of the Embr Checkout. We do not warrant that Embr Checkout will be uninterrupted or error-free, that all defects will be corrected, or that Embr Checkout is free of viruses or other harmful components. You assume all responsibility for selecting Embr Checkout, for using it with 3PS and using the Embr Widget in your Interface.
3. Indemnity. You agree to indemnify and defend us as well as to not hold us responsible for any third-party Losses resulting from your use of Embr Checkout in violation of these Terms, or any Transactions conducted in violation of these Terms. You agree that we may intervene in such indemnification action, except that such intervention will be at our expenses. You will provide us with prompt notice when receiving a claim for such Losses you will collaborate with us in good faith to resolve the claim promptly, including by sharing reasonably required information. You will not accept any settlement without ensuring that it has no residual liability for us without our prior written consent.

Limitation of Liability

1. Indirect Damages. To the fullest extent permitted by applicable laws,and except for obligations of indemnification, neither parties nor their Representatives will be liable for (a) any indirect, incidental, special, consequential, punitive or exemplary damages; (b) damages for loss of profits; (c) damages for loss of goodwill; (d) damages for loss of use, loss of data or system reconstruction charges; (e) loss or corruption of data or (f) other intangible losses (even if this party has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise.
2. Direct Damages. To the fullest extent permitted by applicable laws,, in no event will our total liability to you exceed the Transaction Fees paid by Customer from you in the last twelve (12) months.
3. Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the exclusions of liability set forth above may not apply to you.

Dispute Resolution

1. Dispute Resolution. All disputes arising out of or in connection with these Terms (each a “Dispute”) shall be resolved in accordance with this section.
2. Notice of Dispute. In case of a Dispute, either party may provide the other party with a notice of Dispute, detailing the object of the Dispute, and the nature of the requested reparation.
3. Mediation. The parties agree to first attempt to resolve the Dispute by mediation under the International Chamber Commerce (the “ICC”) Mediation Rules. The parties may agree to proceed by online means. The seat of mediation will be the British Virgin Islands. Neither party will use Confidential Data obtained in mediation as part of subsequent or other proceedings.
4. Arbitration. All Disputes will be finally settled under the ICC’S Rules of Arbitration by one arbitrator appointed in accordance with the said rules. The seat of arbitration will be the British Virgin Island, and the mediation will occur in English.
5. Legal Actions. Customer hereby waives the right to participate in a trial by jury or any class actions, including coordinated or joint actions.  Notwithstanding anything to the contrary, nothing in these Terms will prevent the parties from exercising extraordinary and injunctionary reliefs through common courts, in which case, the parties attorn to the jurisdiction of the competent courts of the British Virgin Islands.
6. Governing Laws. These Terms are governed by the laws applicable in the British Virgin Islands.

General

1. Modifications. We can change these Terms from time to time, check the latest update date above. We’ll try to notify you if possible. You should check back on these Terms from time to time. If you continue to use Embr Checkout after a change, you agree to these changes. You can terminate these Terms at any time by ceasing to use Embr Checkout.
2. Assignment. You may not assign nor transfer this DPA without our prior written consent, except in the case of a merger and acquisition, sale of part or all your assets, or as part of a bona fide corporate restructuring. We may assign or transfer these Terms upon written notice to you. These Terms will inure to the benefits of permitted assigns and successors. Any assignment or transfer of these Terms in violation of this section will be null and void.
3. Interpretation. If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under applicable law, such provision or part thereof shall to that extent be deemed to not form part of these Terms, but the legality, validity, and the enforceability of the other provisions in these Terms or part thereof shall be maintained.These Terms constitute the entire agreement between you and us regarding its subject matter and may only be modified or amended as set forth herein.
4. Governing Laws. These Terms are governed by the laws applicable in the British Virgin Islands.

Definitions

1. “Blockchain” means a distributed ledger, maintained by a network of computers, that records all Transactions of Tokens in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entity history of transactions regarding the Tokens.
2. “Checkout Tool” means the checkout tool which allows you to connect a Wallet to obtain Tokens.
3. “Private Key” means the private key that pairs together with the public key to evidence ownership or possession of a specific number of Tokens in a Wallet via the relevant Blockchain. The public key is visible to all participants in a Blockchain’s network. A Private Key is confidential and used to Trade Tokens represented by the corresponding public key.
4. “Representatives” means the Transaction Services, our licensors, service providers, directors, officers, affiliates, employees, and agents.
5. “Trade” means to trade, exchange, purchase, acquire, transfer, or license a Token as part of a Transaction, and pursuant to these Terms.
6. “Tokens” means any cryptocurrency, virtual currencies, crypto asset, digital assets or other such similar terms that are Traded to a Wallet through the Checkout Tool. A Token does not include a derivative of a Token. Tokens are evidenced on and can be electronically Traded using a Blockchain.
7. “Token Price” means the cost of Trading the Tokens as part of a Transaction, excluding any Transaction Fees.
8. “Transaction” means the Trade of a Token through the Checkout Tool, in accordance with these Terms.
9. “Transaction Services” means third-party services, applications, Blockchains, decentralized exchanges and liquidity pools which are used to complete the Transactions.
10. “Transaction Fees” means any fees, charges, conversion rates, or transaction fees which are applicable to the Transaction, including those that are charged by Transaction Services. We do not control Transaction Fees, and they may fluctuate from one Transaction to another Transaction.
11. “Transaction Initiation” means to initiate the Trade of a Token using a link provided to your phone number or email address such as to create a digital Wallet.
12. “Wallet” means a digital wallet that can be used to Trade the Tokens, and which is connected to the Checkout Tool as part of a Transaction. A Wallet can be a digital wallet created through the Checkout Tool for the purpose of the Transaction, as part of the Transaction Initiation, or a third-party wallet, in which case, it is a Transaction Services.

User Obligations

1. You agree that you must be at least 18 years old to conduct a Transaction, or older, if required by applicable laws. Unless we agree otherwise in the Specific Terms, you cannot enter these Terms on behalf of an organization or entity. If permits and licenses are required for you to conduct a Transaction, you must obtain these before conducting a Transaction. We won’t be responsible if you conduct a Transaction in violation of applicable laws.
2. You agree to comply with these Terms, and any Specific Terms applicable to the Transactions. In case of a conflict between the Specific Terms and these Terms, these Terms will prevail, unless indicated otherwise herein.
3. You agree not to conduct a Transaction (a) in violation of applicable laws, (b) in connection with or as part of any criminal or terrorist activities; (c) to conduct, directly or indirectly, market manipulations, including pump and dump schemes, wash trade, self-trading, front running, quote stuffing and spoofing or layering, even if not prohibited by law. In addition:

• If required by law in relation to a Transaction, the use or ownership of the Tokens, you represent and warrant that you are a qualified or informed investor.
• The Tokens are not intended for consumer or domestic use. You represent and warrant that you are not conducting a Transaction for a consumer or domestic purpose.
• You cannot conduct any Transactions if you are listed on any trade embargoes or economic sanctions list (such as the United Nations’ Security Council Sanctions List), the List of Specially Designated Nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the denied persons or entity list of countries. From time to time, we may refuse your Transactions or limit the sale of the Tokens in other jurisdictions as we see fit, or to comply with such laws, treaties, or trade standards. You represent and warrant that you are not on any such lists, and that your Transaction does not breach trade nor export control requirements of any relevant countries.
• You represent and warrant that the Transaction, or Trade of the Token, will not violate regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

Transaction Terms

1. Blockchain transactions are irreversible. Make sure to connect the appropriate Wallet to your Transaction or you may irreversibly transfer Tokens to another Wallet. You must be the owner of the Wallet that you connect to the Checkout Tool to purchase the Tokens.
2. A Transaction is successfully completed when confirmed and recorded by a Blockchain associated with the Token. We do not control Blockchains, and neither do other Transaction Services. We cannot promise that the transaction details that you submit or receive through the Checkout Tool will be confirmed on the relevant Blockchain. We cannot facilitate cancellation or modification requests. You must own and control the Private Key associated with the Tokens to own the Tokens.
3. The Transaction is irreversible, and the information on the Blockchain resulting from the Transaction cannot be modified, suppressed, or deleted thereafter. This information may allow for your indirect identification, even if the Blockchain does not reveal your Private Key. You may not be able to exercise some privacy rights on your personal data permanently associated with the Blockchain.
4. There can be a delay between the time of the Transaction, and the time at which the ownership of the Tokens by the Private Keys is verifiable on the Blockchain. The Transaction cannot be cancelled even in the interim. It is possible that a Transaction will not be incorporated in a Blockchain, e.g., in case of network congestion on a Blockchain, even if we rebroadcast the Transaction. It can take up to 48 hours for a failed Transaction to be confirmed. Neither us nor our Representatives are responsible for delays and failed Transactions.
5. To complete the Transaction, you must Trade the Token Price, as well as any Transaction Fees. The Transaction Fees are set forth in the Checkout Tool. You also agree to pay for any taxes which we are required to collect from you in relation to a Transaction, as indicated in the Checkout Tool. If you are required to remit any taxes yourself, you are responsible for these taxes and remittances, not us. This includes any tax remittance on profits or valuation associated with the Tokens over time, if any. You understand and agree that we may be required to disclose information about your Transaction to tax authorities and other regulators under certain laws, or if we receive a court order requiring us to disclose some information.
6. The Token Price and the Transaction Fees may fluctuate over time. The Tokens may be available in limited quantities, and we may not issue more Tokens in the future.
7. When you conduct a Transaction, you understand that we may be required to conduct identity verification, anti-money laundering verification and fraud prevention, or work with suppliers or third parties to do so (“Fraud Prevention”). When you provide us with information to conduct Fraud Prevention, you understand that it may be shared with others to make the required verification. You warrant that this information is true and accurate.
8. If you use a Wallet created through the Checkout Tool, you agree that (a) you must provide your own phone number or email; (b) it is your responsibility to use multifactor authentication; (c) if you do not backup your two-factor authentication, you may be unable to access your Wallet, and you may not be able to recover access to your Wallet. If you use your phone as a Wallet, you understand that you may not be able to retrieve your Tokens if you lose your phone. We will not be responsible if someone else accesses your phone and authorizes transactions upon receipt of the security code.

Technological Risks

1. You understand that Tokens may not be insured by the Federal Deposit Insurance Corporation (“FDIC”), the Securities Investor Protection Corporation (“SIPC”) or any other public or private insurer, including against cyber theft or theft.
2. The value of the Tokens may fluctuate over time. There may be risks of financial losses associated with the Transaction and the Tokens. We make no representations or warranties on potential financial gains. The User assumes all risks relating to the Transaction, and to the value of the Tokens over time. The User is responsible for understanding the risks relating to the Transaction.
3. You represent and warrant that (a) you have the necessary technical expertise, ability or professional advice required to review and evaluate the security, integrity and operation of your Wallet to your satisfaction; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallets; (c) know, understand and accept the risks associated with your Wallet and (d) accept the risks associated with Tokens generally and are responsible for conducting your own independent analysis of the risk specific to the Tokens. You further assume and agree that neither us nor our Representatives will have no responsibility or liability for such risks. You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against us or our Representatives related to any of the risks set forth in these Terms.
4. You represent that you understand the risks associated with the Transaction, including technological and compliance risks. Such risks include the following, for which we are not responsible:

• Tokens can be stolen, especially when not appropriately stored. Wallets, digital exchanges, liquidity pools and networks can all be victims of a security breach.
• Advancements in cryptography could render inoperative the current cryptography algorithms utilized by a Blockchain supporting the Tokens.
• Tokens are not part of, managed by or related to a central bank that can take corrective measures to protect the value of such Tokens.
• Changes to applicable laws may adversely affect the use, transfer, exchange, or value of Tokens. Such changes may be sudden and without notice; Tokens are not legal tenders and are not backed by a government.
• Blockchain technology is relatively new and constantly changing. Therefore, it is possible that you experience losses due to technical issues with blockchains that are beyond our control, including the possibility that a blockchain could be compromised or fail. Protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Tokens evidenced on that Blockchain.
• Tokens may not be considered “securities” under many laws and regulations. The Tokens may not grant any rights, remedies, or other protection associated with ownership of securities.
• It is your responsibility to determine if your Wallet is compatible with the Tokens. Some Wallets may not be adapted for the desired Transaction. This can result in the permanent loss of the Tokens during a Transaction. Tokens must be stored in an appropriate Wallet that allows for the reception and storage of the Tokens. You are responsible for ensuring that your Wallet has the appropriate security controls for the intended storage. Cold Wallets may be more appropriate for long-term storage.

Transactional Limitations

1. We may decide to limit your Transactions, such as by limiting the number of the Tokens available to you, the number of Transactions you can make, or the conditions required to be authorized to purchase the Tokens. These limits may also depend on how you pay for the Tokens, the verification steps that have been completed, and any other factors that we or third parties involved in the completion of the Transaction find relevant. These limits can also change from time to time, at our sole discretion. They may also relate to our obligations to prevent or control financial crimes and changing regulatory requirements. These limits may be contained in the Specific Terms. Please review these additional terms.
2. We always reserve the right to refuse to process or to cancel any Transaction you initiate, or attempt to initiate, for any reason, including:

• To prevent reputational risks associated with the Transaction or with you.
• If required by applicable law, any court order, or the request of any governmental authority.
• To enforce any limits associated with your Transaction.
• For any reason indicated in the Specific Terms.
• For financial crime prevention and detection purposes.
• For safety and security purposes.
• If you publish untrue or defamatory statements about us or our business.
• To preserve the integrity of our computer systems.
• To preserve the digital currency ecosystem.

Transaction Material

1. The materials displayed, performed, available or otherwise used as part of a Transaction, including the Checkout Tool, the Tokens, the Wallets, the Transaction Services, and any text, graphics, data, articles, photos, images, illustrations, and so forth (together, the “Transaction Material”) are protected by copyright and/or other intellectual property laws. You agree to comply with copyright notices, trademark rules, information, and restrictions contained in any Transaction Material you access in relation to the Transaction. You won’t use, copy, reproduce, modify, translate, public, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit the Transaction Material except (a) with the prior consent of the owner of the Transaction Material and (b) as intended under these Terms. You agree that the Transaction Material can only be used for the Transaction, as reasonably intended.
   
2. If the Transaction Material incorporates or links to certain open-source components, then your use of the Transaction Material is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (together, the “Open-Source Licenses’). You cannot use the Transaction Material in violation of the Open-Source Licenses.3.
3. You represent that you will not use the Transaction Material in any way that (a) infringe or violate the intellectual property rights or any other rights of anyone; (b) violates any law or regulation, including, without limitation, any applicable export control laws; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your Wallet (or someone else’s Wallet), including by allowing someone else than you to access and use your Wallet); (e) violate the security of any computer network, or cracks any passwords or security encryption codes; (f) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Transaction Material or (g) attempts to access Transaction Material without authorization. If you breach any of the foregoing rules, we may suspend your right to use the Wallet in the future, or to conduct further Transactions.
4. Any marks, products, service names, logos and other marks used as part of the Transaction Material, including our name and logo, are owned by their respective licensors and owners. You cannot copy, imitate, or use them without our or their written consent.

No Professional Advice

1. We are not your broker, intermediary, agent, or advisor and we have no fiduciary relationship or obligation to you in connection with any trades or other decisions or relating to your Transaction.
2. No communication or information provided to you by us is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice, including legal advice.
3. Unless otherwise specified in these Terms, all Transactions are executed automatically, based on the parameters of your order instructions and in accordance with Transaction execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related Transactions are appropriate for you according to your personal investment objectives, financial circumstances, and risk tolerance, and you shall be solely responsible for any loss or liability therefrom.
4. You should consult legal or tax professionals regarding your specific situation. We do not recommend that any Tokens should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Tokens, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. We will not be held responsible for the decisions you make to buy, sell, or hold Token based on the information we provide.

Beta Services

1. If we provide you with access to services, products, software, functionalities, features, or licences identified as “beta” or “pre-released” (the “Beta Services”), you understand that such Beta Services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Notwithstanding anything to the contrary, we provide Beta Services “as is” and without warranty of any kind, and your use of, or reliance on Beta Services, is at your own risk.

Disclaimer

1. Neither us nor our Representatives make any representations or warranties regarding the Transaction Material, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of the Transaction Material. To the fullest extent permitted under applicable laws, the Transaction Material is provided “as is” and without any warranty of any kind from us or our Representatives, unless stated otherwise in the Specific Terms, in which case, these Specific Terms will not be interpreted to create additional liability for Representatives than as intended hereunder.
2. The Transaction Material is provided by us and or Representatives “AS IS”, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, that the Transaction will be uninterrupted or error-free, or the security associated with the Transaction, or the transmission of data as part of the Transaction. Some states do not allow limitations on how long an implied warranty lasts, so the foregoing limitations may not apply to you.
3. You take responsibility for all activities that occur under your Wallet, with the Tokens, or in connection with the Transaction. You accept the risks of any unauthorized or authorized access to your Wallet, to the maximum extent permitted by law.
4. The Tokens are an emerging asset class. Neither us nor our Representatives make any warranty as to the markets in which the Tokens are Traded.
5. Neither us nor our Representatives assume responsibility for any inherent risks associated with Blockchain, nor with any Transaction Material, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. We do not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.
6. Neither us nor our Representatives make any guarantees as to the security of the Transaction Material. We are not liable for any hacks, double spending, stolen Tokens, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.
7. The Transaction Material may contain links or connections to third party websites, applications or services that are not owned or controlled by us. We are not responsible for any third-party websites, applications, or services, including the Transaction Material, where applicable.
8. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Limitations of Liability

1. Neither us, nor our Representatives, will be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to: (a) the ownership, validity or genuineness of any Tokens; (b) the collectability, insurability, effectiveness, marketability or suitability of any Token; or (c) losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond our control, including, without limitation, non-performance by a third party, denial-of-services attack, and zero-day exploit.
2. Notwithstanding anything in these Terms to the contrary, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall we or our Representatives be liable to you or to any other person for (a) any indirect, special, incidental, or consequential damages of any kind, including damages from lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction or (b) 100$. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you.

Indemnification

1. You agree to indemnify, defend, and hold us and our Representatives harmless from and against any third-party claims, actions, proceedings, investigations, demands, suits, costs, expenses, and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related (a) to your breach of these Terms; (b) your breach of applicable laws

Dispute Resolution

1. Unless indicated otherwise in the Specific Terms, you agree that any dispute, claim or controversy between you and us related to these Terms, including any question regarding its existence, validity or termination of the Terms, the Transaction or the Token (a “Dispute”) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of litigation will be in Singapore, unless indicated otherwise in the Specific Terms. If the parties agree, the arbitration may occur through video conferencing means, if authorized by the SIAC. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. In case of a Dispute, each party must submit a notice of Dispute within 12 months after discovering the motives of the Dispute, or from the moment it should have reasonably known of such motives. If applicable law prohibits a one-year limitation period for asserting Dispute, any Dispute must be asserted within the shortest period permitted by applicable law.
2. Unless indicated otherwise in the Specific Terms, the Terms are governed and construed in accordance with the laws of the British Virgin Islands. Subject to the foregoing arbitration agreement, the parties attorn to the courts of the British Virgin Islands.
3. Judge and Jury Waiver. YOU AND EMBR.ORG HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Instead, the Parties elect that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except the defined exceptions. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
4. Class-Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Embr.org agree that no Dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought before the courts of the British Virgin Islands. All other claims shall be arbitrated.

Termination

1. We or our Representatives may terminate (or suspend your access to) any Transaction Material. We or our Representatives have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
2. You can export the contents of a Wallet created through the Checkout Tool at any time. You may also choose to export a copy of your Private Key from your Wallet’s account. Upon electing to export your Private Key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet (the “Private Key Copy”) by following the instructions provided by the Wallet. Once you access your Private Key Copy, you agree and understand that we, and our Representatives, disclaim all liability with respect to your Private Key Copy and any Tokens that were contained in your Wallet. You alone will be responsible for the management of your Private Key Copy and keeping such Private Key Copy secure, and neither us nor our Representatives will assist you with storing your Private Key Copy. If you lose access to your Private Key Copy, you acknowledge and agree that neither us nor our Representatives can assist you in retrieving or accessing that Private Key Copy and the Tokens you have associated with that Private Key Copy will become inaccessible. Neither us nor our Representatives will be responsible or liable for any of the foregoing.
3. Upon termination of these Terms, provisions that, by their nature, should service termination of these Terms shall survive termination. By way of example, all of the following will survive termination. Any obligation you must pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between.

General Terms

1. We are an independent contractor. We are not your agent. These Terms will not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
2. We are not liable to you for events which are beyond our reasonable control, including cyberattacks, denial of services, acts of war, unavailability of Internet or other Networks, and similar situations.
3. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
4. You cannot transfer or assign These Terms (including your rights and obligations hereunder), even if you exchange, trade, or transfer the Tokens later. We can assign or transfer these Terms as needed, with or without notice to you.
5. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. The waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

1. What is covered by this Privacy Policy?

This Privacy Policy only applies to the Embr Checkout, for instance:

• When users connect to Embr Checkout, including to build transaction workflows
• When conducting a Transaction.
• To obtain analytics on the use of Embr Checkout, including Transactions

(Let’s call these data flows together, “Embr Checkout”).

This Privacy Policy applies to our processing of personal data on the behalf of our clients. Personal data is data that allows us to identify you, either directly (e.g. your name) or indirectly when combined with other types of data (e.g. the color of your hair). Some of the data that we refer to as “personal data” may not be protected by the same rights under the law. This page is just to provide you information, not some legal advice.

You understand that we don’t control how our clients process your personal data on their websites, or otherwise in relation with a Transaction. Please refer to their respective privacy notices for more information. For clarity, we are not the merchant in a Transaction, nor a payment provider. We only facilitate the workflows for the Transaction, based on our clients’ instructions. To conduct a Transaction, you may interact with third-party services, such as blockchains, decentralized exchanges, wallets and other services or products (“Third-Party Services”). We are not responsible nor do we control the privacy practices of these Third-Party Services; please refer to their respective notices.

2. How do we process your personal data, and for what purposes?

We collect personal data for these main purposes: (a) to allow users to create and register through accounts that contain functionalities such as building workflows for Transactions, (b) to process the Transaction; (c) to provide technical support to our clients’ users, and (d) to protect individuals by conducting identity checks and other money laundering monitoring, as applicable from time to time. We don’t sell your personal data.

We don’t process credit card data, and we don’t conduct transactions, we just automate a series of transactions using cryptocurrencies and third parties.

We may obtain your personal data from third parties involved in the Transaction (e.g. a wallet), or we may disclose your personal data to these third parties to complete the Transaction, depending on Project Owners’ instructions.

If a processing is based on your consent, you have the right to withdraw your consent. However, the withdrawal will apply to the future. You understand that we cannot remove information published on a blockchain and that such information is public.

Table 1 : Purposes for Processing X Corresponding IconsIconPurposes

Icon	Purposes
	To allow users to subscribe to online services, login to a secured portal and use online services.
	To prevent fraud, comply with money laundering, conduct know-your-customer verification and comply with legal obligations.
	To allow buyers to purchase tokens from Project Owners, providing the services or goods requested, executing instructions from Project Owners.
	To protect Embr Checkout’s infrastructures, assets and related data.
	To respond to technical support requests, including when making tests with Project Owners’ agents to validate a workflow or correct a bug.
	To improve our services or products, such as develop new functionalities.
	To generate anonymized or aggregated data that no longer identifies you.
	To automate functionality or allow third parties to perform their functionalities (including collection for another party involved in the Transaction, e.g. the Project Owner or payment provider).

For each of the purposes of processing, the table below identifies what are the purposes of processing for each data type.

Table 2 : Personal Data Types x Purposes of Processing

Personal Data Types	Purposes of Processing
User Data Credentials E-mail address Subscription information
Usage Data IP address Make, model and operating system of a device Geolocation
Technical Support Data Live chat log Chat bot log Voice notes GIFs, emojis Elements shared with the requests Metadata on the support provided, such as read receipts Wallet information when testing token procurement workflow
Preferences Data IP addresses Consents Configurations of online services
Identification Data Identification requested from the buyer as part of the Transaction, such as IDs, names and other information required for identity validation and know-your-customer requirements
Transaction Data Time of payment Wallet address Transaction amounts Method of payment Number of tokens purchased Any personal data received from third parties such as decentralized exchanges and liquidity pools
Marketing Data Metadata regarding shareable URLs, such as time of creation, IP addresses of Buyers using the links, method of sharing by the Project Owner, whether the shareable link is clicked or used	Embr Checkout contains features and services that allow Project Owners to market their tokens to buyers, like shareable URLs

3. Do we use Cookies and for what purposes?

We install our own cookies and third-party cookies on your browser or device through our Website. Some of these cookies are uninstalled automatically at the end of your browsing session. Others are persistent, which means that they remain installed for up to 24 months unless you uninstall them.

We currently do not respond to “Do Not Track Signals”, and we do not sell your personal data nor use marketing cookies. If this changes, we will update this Privacy Policy.

As part of Embr Checkout, the following cookies may be used, such as to complete a Transaction.

We do not conduct interest-based advertising using your data.

4. How can you manage your cookie preferences?

You can manage your cookie preferences through your browser, by uninstalling and blocking certain cookies. Click on your browser below to obtain instructions. You can withdraw your consent on the use of cookies at any time by managing your preferences. However, certain features, such as patent processing, require cookies for security purposes.

• Google Chrome
• Firefox
• Safari
• Microsoft Edge
• Opera
• Brave

You can install the Google Analytics opt-out browser add-on, which prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity. For more information on the privacy practices of Google, please visit the Google Privacy & Terms.

5. Do we share your personal data with other entities?

We share your personal data with our service providers so that we can provide you with the functionalities in Embr Checkout, and make sure that our product is safe to use. For instance, we use a cloud service provider for some aspects of Embr Checkout, and we use Zoho to provide some of our technical support services.

We may also share your personal data as required to execute a Transaction. To conduct and automate Project Owner’ desired transaction workflow and completing the token transaction, we may be required to share your personal data with third parties, as indicated by the Project Owners. Here are some types of third parties with whom we may share personal data about Buyers.

• Decentralized exchanges and blockchain networks
• Cryptocurrency wallets providers
• Payment processors to complete payments
• Identity validation services

We may also disclose personal data to affiliates. In unusual circumstances, we may also share personal data:

   With law enforcement and other authorities if we are required to do so (or if we reasonably believe that we are required to do so) to comply with legal or regulatory requirements, or in the context of legal proceedings.

   With prospective buyers or sellers in the context of a restructuring of our business or the sale or purchase of our business or any of our assets, or in case of a merger or acquisition.

6. How long do we retain personal data, and where is my personal data processed?

We keep your personal data, if necessary (a) for the purposes of the collection or (b) as long as required under applicable laws, whichever is longer. For instance, we may be required to keep personal data about Transactions after they are completed, to demonstrate compliance with certain fiscal regulations.

Transactions facilitated by Checkout occur on blockchains, which means that your transaction data is recorded and kept on the blockchain’s ledger which is publicly accessible to everyone. Blockchain is by nature decentralized, therefore individual nodes on the ledger can be located anywhere worldwide. Transaction data is also stored indefinitely by blockchain networks, due to the very nature of blockchain technology. It allows such Transactions to be verifiable. We have no control over the blockchain network.

Performing transactions requires processing personal data in various jurisdictions. The use of blockchains may leverage nodes in different regions through which personal data can transit. Third parties may also be in other jurisdictions than yours. Therefore, we may transfer information to countries outside of your country of residence which may have data protection laws and regulations that differ from those in your country. We put reasonable measures in place before transferring personal data to service providers. These measures include, when required or appropriate and feasible, obtaining written assurances from third parties that may access your personal information that they will protect the information with safeguards designed to provide a level of protection equivalent to that adopted by us.

7. How do we keep your personal data safe?

Embr Checkout’s security is audited, including through smart contracts and Token LP Basic Security Check. Embr Checkout includes on-chain AML analysis, KYC and fraud monitoring functionalities.

8. Do you collect personal data from minors?

We do not allow individuals under 18 years old to use Embr Checkout.

9. What are my rights over my personal data?

Your rights differ depending on where you are in the world when the personal data is collected. However, we try to provide the same rights to all concerned individuals.

In most locations, you can access a copy of your personal data, be informed of its processing and to rectify your personal data if it is inaccurate. Additional rights may include the following:

• The right to revoke your consent at any time when processing is based on consent, without affecting the lawfulness of processing based on consent before its withdrawal.
• The right to object to the processing of your personal data
• The right to restrict the processing of your personal data
• The right to data portability, which means that your personal data is provided to you or a third party in normal format to allow you to re-use them, including with another provider.
• The right to have automated decisions to be reviewed by a human in some cases, and some rights over profiling.

If you would like to learn more about these rights in the EU/UK, click here.

10. How do I exercise my rights?

You can send us a request to exercise your rights directly, but we may direct you to the Project Owner or collaborate with the Project Owner when handling your request. You can lodge your complaint directly with our Privacy Officer at privacy@embr.org.

Once we receive your request, we will get back to you within 30 days. In some cases, we may need additional information to validate your identity, in which case we will use it only for this reason and delete it after.

We do not charge any fees for you to exercise your rights. However, we may charge reasonable fees for requests that are manifestly unfounded or excessive, in particular because of their repetitive character. We may also refuse to act on any such requests.

If you disagree with how we handle your personal data or how we responded to your request, you are also always entitled to lodge a complaint with your competent data protection authority, such as the Office of the Privacy Commissioner of Canada. You can find a list of data protection authorities and their contact information here.

You can find more information on how to lodge a complaint with these authorities on their respective websites.

11. Can we change this Privacy Policy?

We can change this Privacy Policy for many reasons, including to comply with new disclosure requirements, or to reflect new functionalities or services.