Terms and Conditions
Last Updated: September 24, 2025
These Terms and Conditions (“Terms” or “Agreement”) govern Your access to and use of the services, software, platform, APIs, tools, and support provided by Emgage LLC (“Emgage,” “Company,” “We,” or “Us”) (collectively, the “Services”). By accessing or using the Services, You (whether an individual or entity, “Client,” “Customer,” or “You”) agree to be bound by these Terms.
1. Definitions (Updated)
Account – Your unique account registered to access and use the Services.
Client Data – All data, content, and information that You or Your users provide through the Services.
Documentation – User guides, manuals, or API documentation provided by Emgage describing features, functionality, or use of the Services.
Fees – Charges for access to and use of Emgage’s SaaS / cloud Services only, as set forth in an Order. Fees do not include professional services, consulting fees, or third-party product sales.
Order – A subscription or purchase order executed by You and accepted by Emgage referencing these Terms, covering only Emgage’s SaaS / cloud Services, and specifying Fees, Term, and other applicable terms. Orders do not cover professional services, consulting engagements, or third-party products.
Support Services – Technical support and maintenance services (if any) described in an Order or Documentation.
Term – The period during which You are authorized to use the Services, as established in the applicable Order.
2. Provision of Services & Access
License Grant. Subject to Your compliance with these Terms and payment of Fees, Emgage grants You a non-exclusive, non-transferable right to access and use the Services during the Term, solely for internal business purposes and in accordance with Documentation.
Restrictions. You shall not:
Reverse engineer, decompile, or attempt to access the source code of the Services;
Modify or create derivative works of the Services;
Use the Services in violation of law or third-party rights;
Store or transmit illegal, harmful, or infringing content;
Permit unauthorized third parties to use the Services;
Circumvent any security or usage limits.
Account Responsibilities. You are responsible for maintaining account credentials and all activity under Your Account. Notify Emgage immediately of unauthorized use.
Third-Party Integrations. The Services may interface with third-party applications. Emgage is not responsible for third-party functionality or security.
3. Client Data & Privacy
Ownership. You retain all rights to Client Data. Emgage does not acquire any ownership rights.
Usage. Emgage may use anonymized, aggregated data for analytics or improvement of Services but will not identify You or Your users.
Security. Emgage maintains reasonable safeguards to protect Client Data per industry standards.
Privacy Policy. Emgage’s handling of personal data is governed by its Privacy Policy (https://emgage.com/privacy-policy-page).
4. Fees, Payment & Usage
Fees. You agree to pay all Fees in accordance with the Order. All fees are non-refundable unless otherwise stated.
Payment Terms. Payments are due within thirty (30) days of invoice unless otherwise specified. Overdue amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
Taxes. You are responsible for all applicable taxes, except taxes based on Emgage’s net income.
Usage Limits. Exceeding subscription limits may result in additional charges as per the Order or rate card.
5. Term & Termination
Term. Begins on the Effective Date and continues for the initial subscription period. Automatically renews unless notice of non-renewal is provided at least thirty (30) days prior to expiration.
Termination for Cause. Either party may terminate for material breach if uncured within thirty (30) days, or immediately if the other party becomes insolvent or ceases business operations.
Effect of Termination. Access to Services will cease. You remain liable for unpaid Fees. Emgage may delete Client Data after a commercially reasonable period.
6. Warranties & Disclaimers
Limited Warranty. Emgage warrants the Services will perform materially in accordance with Documentation. Defects will be addressed using commercially reasonable efforts.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.
7. Indemnification & Liability
Client Indemnification. You agree to indemnify and hold harmless Emgage from claims arising from Your use of Services, Client Data, or violation of law or these Terms.
Limitation of Liability.
Liability cap: total Fees paid in the 12 months preceding the claim.
No indirect or consequential damages.
Does not limit liability for gross negligence, willful misconduct, or death/bodily injury.
8. Confidentiality
Each party will protect the other party’s Confidential Information with at least reasonable care, use it only for purposes of fulfilling these Terms, and restrict disclosure to employees or contractors with a need to know. Obligation survives three (3) years post-termination.
9. Modifications
Emgage may modify the Services or these Terms with thirty (30) days’ notice. Continued use constitutes acceptance.
10. Governing Law & Jurisdiction
Governing Law. California law governs these Terms, without regard to conflicts of law principles.
Dispute Resolution. Parties submit to exclusive jurisdiction and venue in state or federal courts located in Los Angeles County, California.
Injunctive Relief. Parties may seek injunctive relief for breaches of confidentiality or IP rights.
11. Assignment & Change of Control
You may not assign these Terms without Emgage’s written consent.
Emgage may assign or transfer rights to a successor entity.
12. Notices
All notices must be in writing via email, certified mail, or courier to the address in the Order. Notices are effective when received or refused.
13. General
Independent Contractor. Parties are independent, no partnership, joint venture, or agency created.
Severability. Invalid provisions are reformed to the minimum necessary; remainder survives.
Waiver. Waiver must be written. No waiver of one breach waives future breaches.
Entire Agreement. These Terms, Orders, and Documentation constitute the complete agreement.
Force Majeure. Parties not liable for delays caused by events beyond reasonable control.
