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Terms of Service

Last updated: August 6, 2018

Your Acceptance

Welcome to the Terms of Service for Ember Fund LLC and any associated websites and any services provided by Ember Fund LLC (collectively referred to as the “Platform”). This is an agreement (“Agreement”) between Ember Fund LLC (“Ember Fund"), the owner and operator of the Platform and You (“You”, “Your” or “User(s)”), a User of the Platform.

Throughout this Agreement, the words “Ember Fund,” “us,” “we,” and “our,” refer to our company, Ember Fund LLC, as is appropriate in the context of the use of the words.

By clicking “I agree” or accessing the Platform You agree to be bound by this Agreement and the Privacy Policy. We may amend this Agreement at any time and may notify You if we do so. PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

User Accounts and Sign-up

Portions of the Platform may require You to create a login or sign-up for an account. You must fully complete the registration process by providing us with Your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where a User creates an account, we may ask You to provide identification so that we may verify Your identity. Where required, Ember Fund may also assign You a username and password. You are entirely responsible for maintaining the confidentiality of Your password and account and for any and all activities that occur under Your account. You agree to notify Ember Fund immediately of any unauthorized use of Your account or any other breach of security. Ember Fund will not be liable for any losses You incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by Ember Fund or another party due to someone else using Your account or password. You may not use anyone else's account at any time, without the permission of the account holder. Companies may register via the Platform but may only have one User account. If You are registering on behalf of Your company, You represent and warrant that You are authorized by Your company to create an account on Your company’s behalf and You represent and warrant that You are authorized by Your company to incur financial obligations and enter into legally binding agreements on behalf of Your company. Ember Fund has the sole discretion in granting or denying any accounts. In order to comply with US federal and state law requirements, we may conduct a background check or require You to verify the personal and financial information submitted by You. By creating an account You expressly authorize us to conduct such background check and You authorize us to verify and share any information provided by You with third parties that we may hire or use for such verifications.

Age

Users of the Platform must be at a minimum 18 years of age.

The Platform

Ember Fund allows You to send, request, receive, and store digital currency (“Digital Currency”) via your own digital wallet (“Digital Wallet”). All wallets created through the Platform are non-custodial, meaning that you control all private and public keys associated to the Digital Wallet and Ember Fund never has control or possession of your Digital Wallet to facilitate any trades made. Ember Fund reserves the right to refuse to process or to cancel any pending digital transaction as required by law, at our discretion, in response to a subpoena, court order, or other binding government order, or to enforce transaction limits. Please be aware that once a transaction is initiated via your Digital Wallet, Ember Fund may not reverse such transaction. For any transactions initiated using the Platform, Ember Fund may take a 0.8% fee for any transaction. Ember Fund has no obligation to support any Digital Currencies. Under no circumstances should you attempt to use your own Digital Wallet to store any non-supported digital currencies. PLEASE BE AWARE THAT ANY NON-SUPPORTED DIGITAL CURRENCY MAY BE LOST IF YOU ATTEMPT TO STORE SUCH DIGITAL CURRENCY IN YOUR DIGITAL WALLET. Ember Fund assumes no responsibility or liability in connection with any attempt to use OR STORE ANY digital currencies.

No Investment Advice

Ember Fund does not provide any investment, tax, or legal advice, nor does the Ember Fund broker trades on the User’s behalf. We are not your broker, intermediary, agent or advisor and have no fiduciary relationship or obligation with you when you use the Platform to exchange crypto currency. We have no liability for any of your activities or decisions made while using the Platform.

Prohibited Uses

We may prohibit your use of the Platform if you are located within a high risk jurisdiction or country including, but not limited to, to any countries sanctioned by the U.S. State Department or the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). You are prohibited from using or accessing Ember Fund to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion. Ember Fund reserves the right to deny, delay, or cancel a transaction it perceives as a risk of criminal or fraudulent activity.

Trade Rates

Digital Currencies are inherently volatile and risky. The Platform attempts to provide up to date information for all Digital Currency listed; however, due to the nature of Digital Currencies some information may be out of date or inaccurate. Any trade should be quoted at the then listed rate of the trading platform you have selected. As you control your own Digital Wallet you are solely responsible for verifying any rates for any Digital Currencies. As Ember Fund is a non-custodial exchange we are not liable to you for any inaccurately quoted rates for any Digital Currency.

Privacy

Please read Ember Fund’s Privacy Policy for more information regarding the collection and use of Your information. The Privacy Policy is integrated into this Agreement.

Access to the Platform

After properly registering for the Platform You shall be granted access to the Platform. Where you download the Platform, you are granted a limited, fully revocable license to access and use the Platform in accordance with this Agreement. Additionally, You agree to abide by the following restrictions listed below:

  • You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of the Platform.
  • You may not share Your access with any other parties unless permitted by us in writing.
  • You may not violate any laws, rules or procedures of the United States.
  • You may not violate any of our additional policies.
  • You may not use our Platform except through specific channels provided by us.
  • You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
  • You may not sell, lease, loan, distribute, transfer, or sublicense Your access to the Platform.

Please be aware that this is not an all-encompassing list of restrictions, if You breach any of these restrictions, we may revoke Your access to our Platform, at our discretion. Additionally, we may revoke or restrict Your access to our Platform if we believe that Your actions may harm or have harmed Ember Fund or the Platform itself. Failure by us to revoke Your access does not act as a waiver of Your conduct.

Your Conduct While Using The Platform

When accessing or using our Platform, You are solely responsible for Your use and for any use of the Ember Fund Platform made using Your account. You agree to abide by the following rules of conduct:

  • You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
  • You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
  • You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform;
  • You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
  • You agree not to use the Platform to stalk, harass, bully or harm another individual;
  • You agree that You will not hold Ember Fund responsible for Your use of the Platform;
  • You agree not to violate any requirements, procedures, policies or regulations of networks connected to Ember Fund;
  • You agree not to interfere with or disrupt the Platform;
  • You agree to not violate any US federal or state laws while using the Platform; and
  • You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If You are discovered to be undertaking any of the aforementioned actions or if we believe that any of Your actions may harm Ember Fund’s Platform or business interests Your privileges to use our Platform may at our sole discretion be terminated, revoked, or suspended. Generally, we will provide an explanation for any suspension or termination of Your use of any of our Platform, but Ember Fund reserves the right to suspend or terminate any account at any time without notice or explanation.

Platform Availability and Modification

Although we will attempt to provide continuous Platform availability to You, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. We make no uptime guarantees. We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons.

User Content

A User’s ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images, User trademarks, User intellectual property, or any other information will be referred to as “User Content” throughout this Agreement. All User Content You submit to the Platform will be owned by You. Please be aware that we are not required to host, display, migrate, or distribute any of Your User Content and we may refuse to accept or transmit any User Content. You agree that You are solely responsible for any User Content submitted and You release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. Ember Fund may not endorse and may not verify, monitor, or restrict any User Content submitted.

When You submit any User Content to us, You grant the Ember Fund, its partners, affiliates, Users, representatives and assigns a non-exclusive, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of Your User Content for the duration of this Agreement. It is important for You to grant us this license so that we may transmit Your User Content through the Platform. Additionally, although You own all User Content submitted by You, we own all layouts, arrangement, metadata and images that are used to render Your User Content through our Platform.

User Content Guidelines

We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to You. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.

When submitting any User Content You agree to the following:

  • You agree that User Content submitted is truthful and accurate;
  • You agree not to submit any User Content that contains any confidential information;
  • You agree not to submit any User Content that contains nudity, or sexual, or explicit content;
  • You agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others;
  • You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
  • You agree not to submit any User Content that is considered spam or politically controversial; and
  • You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If You have violated any of our User Content Guidelines or if You we believe that any User Content may harm the Platform, Your access to the Platform may be suspended or terminated.

Refunds

Once a transaction has been initiated it may not be reversed or refunded. If you have any issues with your Digital Wallet, please contact us.

Termination

You may cancel Your account at any time via the Ember Fund dashboard or contacting us at support@emberfund.io. Please be aware that upon termination of Your account, access to portions of our Platform may be become immediately disabled. Termination of this Agreement does not relieve User from any obligation to pay Ember Fund. Upon termination You will not be entitled to any refunds or proration of any fees paid except as stated in this Agreement. We may terminate Your account or this Agreement with You if we determine that: (1) You have violated any applicable laws while using our Platform; (2) if You have violated this Agreement or any other of our Platform policies; (3) if Your account has remained inactive for an extended period of time; or (4) if we believe that any of Your actions may harm Ember Fund, at our sole decision or discretion. In the event of termination, we will strive to provide You with a timely explanation; however, we are not required to do so. Where termination has occurred, portions of this Agreement shall survive and remain in full force as stated in the “Survival” section of this Agreement.

Taxes

Depending on the laws of Your jurisdiction You may be taxed for any payments or purchases. Therefore, at the time of payment we may collect all applicable taxes related to Your use of the Platform. In the event that we do not collect the applicable taxes, You agree that You are still responsible for any applicable taxes. Although no taxes may be collected by us You agree that You will pay any applicable taxes or fees to the tax agencies having jurisdiction over You.

Fraudulent Transactions

If we believe that You have participated in a fraudulent transaction we will pursue our claims against You to the fullest extent allowed by law. In the event that we believe that a User has completed a fraudulent transaction, we will forward Your information to the applicable law enforcement agency, which may result in civil or criminal penalties.

Idea Submission

Ember Fund or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Ember Fund. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Ember Fund’s products might seem similar to ideas You submitted to Ember Fund. If, despite our request that You not send us Your ideas, You agree to the following: (1) Your Submissions and their contents will automatically become the property of Ember Fund, without any compensation to You; (2) Ember Fund may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Ember Fund to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

Intellectual Property

The name “Ember Fund,” the design of the Ember Fund Platform along with Ember Fund created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein ("Marks"), are owned by or licensed to Ember Fund. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. Ember Fund reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given You express written permission. All rights not expressly granted are hereby reserved.

Representations and Warranties

THE PLATFORM ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER EMBER FUND, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE INCLUSION OF ANY DIGITAL CURRENCY ON THIS PLATFORM DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION BY EMBER FUND. EMBER FUND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND EMBER FUND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT EMBER FUND DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS BUT MAY DO SO AT OUR DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EMBER FUND OR THROUGH THE PLATFORM, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

IN NO EVENT SHALL EMBER FUND, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY, IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EMBER FUND AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by Ember Fund’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. The foregoing limitations on liability and any other limitations of liability set forth herein are not applicable to residents of New Jersey.  With respect to residents of New Jersey, Ember Fund shall not be liable for any damages arising out of Your access to or use of the Platform, unless such damages are the result of our negligent or reckless acts or omissions; provided, however, that we shall not be liable for consequential, indirect or punitive damages.

Release

THE PLATFORM IS ONLY A VENUE FOR USERS TO PURCHASE DIGITAL CURRENCIES. EMBER FUND WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY ACTIONS UNDERTAKEN BY YOU AND YOU EXPRESSLY WAIVE AND RELEASE EMBER FUND FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE PLATFORM. YOU RELEASE EMBER FUND AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE WITH ANOTHER USER, THE PLATFORM, OR OTHER THIRD PARTY.

Indemnity

You agree to release, defend, indemnify, and hold Ember Fund and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Your breach of this Agreement, (ii) Your improper use of the Ember Fund Platform or any services provided, (iii) Your interaction with any User or other third party including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of such interaction, (iv) Your breach of any laws, regulations or third party rights. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial.

Intellectual Property and Copyrights

Takedown Notice

We take copyright infringement very seriously. If You believe that any copyrighted material owned by You has been infringed upon by someone using our Platform, please send us a message which contains:

  • Your name.
  • The name of the party whose copyright has been infringed, if different from Your name.
  • The name and description of the work that is being infringed.
  • The location on our Platform of the infringing copy.
  • A statement that You have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
  • A statement that You swear, under penalty of perjury, that the information contained in this notification is accurate and that You are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Ember Fund, support@emberfund.io.

Counter Notice

In the event that You receive a notification from Ember Fund stating content posted by You has been subject to a DMCA takedown, You may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

  • Your name, address, email and physical or electronic signature.
  • The notification reference number (if applicable).
  • Identification of the material and its location before it was removed.
  • A statement under penalty of perjury that the material was removed by mistake or misidentification.
  • Your consent to the jurisdiction of a federal court in the district where You live (if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where the party is located.
  • Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding Your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: support@emberfund.io

Choice of Law

This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract is deemed to have occurred in California.

Arbitration

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the state of Georgia, without giving effect to conflict of laws principles thereof.


Informal Resolution

Each party agrees that before it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of the Agreement which are allegedly being breached). Within thirty days after such notice, knowledgeable executives of the party or the individuals themselves shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets.


Binding Arbitration

You agree that any dispute relating in any way to your use of the Platform shall be submitted to confidential binding arbitration.  If there is a dispute about whether this arbitration provision can be enforced or applies to the Dispute, You and Ember Fund agree that the arbitrator will decide that issue. However, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Arbitration under this Agreement is under the Federal Arbitration Act which governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “Rules”) then in effect, except as modified here. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The location of the arbitration shall be Los Angeles, CA or a location agreed upon by the parties. Where a Dispute does not exceed $15,000 such Dispute shall be arbitrated solely via pleadings and documents. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned (the foregoing time limitation is not applicable to residents of New Jersey). This arbitration provision does not apply to users located outside of the United States. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Los Angeles, CA. For a copy of the Rules, please visit www.adr.org or by calling the AAA at 1–800–778–7879.

Opt-Out

User has the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us at support@emberfund.io. In order to be effective, the opt out notice must include Your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If You have decided to opt-out of Binding Arbitration, all Disputes shall be heard in a court of competent jurisdiction located within Los Angeles County, CA.

Exceptions to Arbitration

User agrees that all Disputes shall be arbitrated, except for as provided above and as follows: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances such as, imminent danger or commission of a crime. Such claims shall be brought before a judicial proceeding in a court of competent jurisdiction located within Los Angeles County, CA.

Class Action

You and Ember Fund agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that You will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. The foregoing class action waiver does not apply to residents of New Jersey.

Force Majeure

You agree that we are not responsible to You for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement You may have with Ember Fund are deemed to conflict with each other’s operation, You agree that Ember Fund shall have the sole right to elect which provision remains in force.

Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, content provisions, User representations and warranties, payment provisions, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Assignment

You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email You. You may refuse to agree to the amendments, but if You do, You must immediately cease using our Platform.

California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Ember Fund must be sent to our agent for notice to: support@emberfund.io.

Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Export Controls

The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

Electronic Communications

The communications between You and Ember Fund use electronic means, whether You visit the Platform or send Ember Fund e-mails, or whether Ember Fund posts notices on the Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Ember Fund in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Ember Fund provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights.