Terms of Use

We are EMBI Inc. (“EMBI,” “We,” “Our,” or “Us”) and we develop, maintain, and provide a voice-first application that lets you capture meaningful moments with your closest people.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES OFFERED BY EMBI, INCLUDING OUR WEBSITE AT WWW.EMBI.APP (THE “WEBSITE”) AND THE EMBI MOBILE APPLICATION (THE “APPLICATION”) (COLLECTIVELY, THE “SERVICES”).

By using the Services in any manner, including but not limited to downloading the Application or visiting or browsing the Website, you (“User” or “you”) agree to all of the terms and conditions contained herein (the “Terms”), and all other operating rules, policies and procedures that may be published from time to time on the Website by EMBI, each of which is incorporated by reference and each of which may be updated by EMBI from time to time in accordance with the terms set out herein. In addition, some services offered through the Services may be subject to additional terms and conditions specified by EMBI from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. These Terms apply to all users of the Services, including users who contribute content, information and other materials or services. If you do not agree to all of the terms and conditions of these Terms, you do not have any right to use the Services.

1. Use of the Services

Subject to the terms and conditions of these Terms, EMBI may provide the Services, as described more fully on the Website, solely for your own use, and not for the use or benefit of any third party. The Services shall include, but not be limited to, any services EMBI performs for you, as well as the offering of any materials displayed or performed on the Website or the Services (including, but not limited to text, graphics, photographs, images, illustrations, audio clips and video clips, and the like, also known as the “Content”). Currently, the Services let you capture meaningful moments in your life with the people you care about most. You authorize EMBI to access, store, process, and display content you post in order to provide the Services to you and to the Circle members you authorize. EMBI may make such content available to you through the Application, or otherwise through the Services, and you give EMBI permission to do so. You agree that any content that you submit to a third party service, on which you have allowed EMBI to access your profile or content, may be stored by EMBI at your direction, although we are not obligated to store, or responsible for the availability of, such content. If a third party site or service on which you have allowed EMBI to access your profile or information becomes unavailable or restricts EMBI's access to your account, any content from that third party account will no longer be viewable on or through the Services.

EMBI may change, suspend or discontinue the Services (or any part thereof) including any Content for any reason, at any time, including the availability of any feature, database, or content. EMBI may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

EMBI may modify these Terms from time to time. For non-material changes, we may post the updated Terms on the Website or notify you via email, and your continued use of the Services after posting constitutes acceptance. For material changes — including any change to Section 13 (Arbitration) or Section 14 (Class Action Waiver) — we will provide you with at least thirty (30) days' advance notice via email or within the Services before the change takes effect, and the change will bind you only if you continue to use the Services after the stated effective date. If you do not agree to a material change, your sole remedy is to discontinue use of the Services and, if applicable, cancel your subscription before the effective date.

You certify that you are legally permitted to access and use the Services and take full responsibility for the selection and access and use of the Services. These Terms of Use are void where prohibited by law, and the right to access the Website and use the Services is revoked in such jurisdictions. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Website or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2. Accounts Registration and Security

You must be at least 18 years of age to use our Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from our Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations. Anyone who is otherwise eligible to use the Services in accordance with these Terms may browse the public-facing pages of the Services. But to use most features of the Services, you must create an account (“Account”).

As a condition to using the Services, you may be required to supply EMBI with certain registration information, including your date of birth for age verification and registration information for third party services you access through EMBI. You shall provide EMBI with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your access to and/or use of the Website or the Services. You may not (i) select or use as your username a name of another person with the intent to impersonate that person; or (ii) use as your username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as your username a name that is otherwise offensive, vulgar or obscene. You shall never use another User's account or registration information, for EMBI or any third party services you access through EMBI, without permission. EMBI reserves the right to refuse registration of, or cancel a username in its discretion. You shall be responsible for maintaining the confidentiality of any and all EMBI logins, passwords, or other credentials that you select or that are provided to you for use in connection with the Website or the Services. You will notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at privacy@embi.app. You hereby irrevocably authorize EMBI to disclose your personally identifiable information at the request of any state, federal or other governmental agency or in response to any valid judicial process (including, without limitation, a subpoena).

3. Content of the Services; User Content; Rights

You may, to the extent the Services expressly authorize you to do so, access, use, and display the Content, and other items displayed on the Website or Services, for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content; otherwise, you shall not store any significant portion of any Content in any form. Copying or storing of any Content, or using the Services or Website, for other than personal, noncommercial use is expressly prohibited without prior written permission from EMBI. All trademarks, service marks, and trade names which appear on the Website or through the Services (other than those appearing in any User Content as defined below, if applicable) are proprietary to EMBI and/or third parties. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Except as expressly permitted in these Terms, you may not use, copy, adapt, modify, publish, transmit, stream, broadcast, license, sell, transfer, participate in the transfer or sale of, reproduce (except as provided in this Section of these Terms), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Website or Services in whole or in part. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by EMBI or its licensors, except for the licenses and rights expressly granted in these Terms.

You acknowledge and agree that if you use any of the Services to contribute content, such as audio files, images, videos, and recordings (“User Content”) directly to the Services, you hereby grant EMBI a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers acting on our behalf) right to access, host, store, use, modify, reproduce, transmit, prepare derivative works of, and display such User Content solely for the purposes of operating, providing, securing, and improving the Services — including transcription, AI-based processing, generation of the insights, captions, and other outputs the Services provide, and display to the Circle members you authorize — and as otherwise permitted by our Privacy Policy. To the extent you retain any rights of paternity, integrity, disclosure and withdrawal or other rights that may be known as “Moral Rights” under applicable law, you consent to actions taken by EMBI with respect to such Moral Rights solely to the extent necessary for EMBI to exercise the license granted above, and agree not to assert such Moral Rights with respect thereto. You hereby grant EMBI a non-exclusive, worldwide, royalty-free, transferable, sublicensable right to use, modify, reproduce, distribute, prepare derivative works of, display, and publish, solely as necessary to provide the Services to you and to others, the User Content appearing on other sites to which you have granted EMBI access, if any. You warrant, represent and agree that you have the right to grant EMBI and the Services the rights set forth above. You represent, warrant and agree that you will not contribute directly or allow EMBI to collect any User Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party; (b) reveals any trade secret, unless you own the trade secret or have the owner's permission to post it; (c) infringes any intellectual property right of another or the privacy or publicity rights of another; (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party; (e) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or (f) remains posted after you have been notified that such User Content violates any of sections (a) to (e) of this sentence.

You can remove your User Content by specifically deleting it. When you delete User Content or your Account, we delete your identifiable content as described in our Privacy Policy. Content that other users contributed to shared Moments belongs to those users and is not deleted by your request, and certain derived, non-identifying signals may be retained in de-identified, aggregate form as described in our Privacy Policy.

EMBI reserves the right to remove any User Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if EMBI is concerned that you may have breached these Terms), or for no reason at all. You understand that EMBI shall have the right to reformat, excerpt or translate any User Content submitted by you, that all information publicly or privately transmitted through the Services is the sole responsibility of the person from whom such information originated and EMBI will not be liable for any errors or omissions in content, and that EMBI cannot guarantee the identity of any other users with whom you may interact in the course of using the Services or the authenticity of data provided by other users. You are responsible for all User Content posted or developed by you, and all User Content contributed through third party sites and services whom you have authorized to post User Content under your username (whether in the form of comments or any other form). If you believe User Content residing on the Services infringes a copyright, please see our Copyright Policy below.

4. User Conduct

You are solely responsible for your activity in connection with the Services and for all forms of content that you post on or through the Services or otherwise transmit to or share with other Users. As a specific condition of your use of any of the Services, you explicitly agree not to:

• use any of the Services for any purpose that is unlawful or prohibited by these Terms;
• intentionally submit or transmit inaccurate information through the Services;
• impersonate or pretend to be anyone else while using the Services;
• use the Services in any way that could damage, disable, overburden, or impair any of the Services, or interfere with anyone else's use of any of the Services;
• run Maillist, Listserv, any form of auto-responder, or spam on the Website or through the Services;
• attempt to gain unauthorized access to EMBI's computer systems or networks connected to EMBI, through hacking, password mining or any other means;
• attempt to reverse engineer any portion of any of the Services or attempt to infringe the intellectual property rights of others in any way;
• obtain or attempt to obtain any materials or information through any means not intentionally made available through any of the Services;
• attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
• use tools that anonymize your internet protocol address (e.g., anonymous proxy) to access the Services;
• introduce any malicious or technologically harmful material into the Services;
• develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services; or
• use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

5. Subscriptions

We offer a version of the Services for which we charge a subscription fee (“Fees”). When you sign up for the Services, you must designate and provide information about your preferred payment method (e.g., online via credit card, third party platform, like Apple App Store or Google Play) (“Payment Method”). You expressly authorize us and certain third-party service providers to receive, store and encrypt your payment information. You can choose to pay for the Services on a monthly or annual basis. Unless otherwise stated, all Fees due for the Services will be billed automatically to the Payment Method at the start of the monthly or annual Service period, as applicable. Unless you cancel your monthly or annual subscription before the end of the current period, your subscription will automatically renew and you authorize payment of the subscription fee for the next period (including any taxes payable) using the payment method on record for you. Subscriptions can be managed and canceled at any time through the Apple App Store or Google Play. The cancellation of a subscription will go into effect at the end of your billing period and you will have access to the Services through the end of the billing period. All purchases of Services are final and non-refundable, except at our sole discretion. Please be aware our ability to give refunds may be restricted or otherwise constrained by the Apple App Store or Google Play.

We reserve the right to change our Fees for the Services from time to time. We will provide you with reasonable notice of any such change, and if you do not wish to pay the new Fees, you may cancel your subscription prior to the date that the change will take effect.

You can delete your Account at any time, but please note that deleting your Account may not result in a cancellation of your subscription — you have to specifically cancel your subscription via the Application provider where you signed up (i.e., Apple App Store or Google Play). Please also be aware that deleting the Application from your device also does not result in the cancellation of your subscription.

We may offer free trials which provide you with access to Services for a limited period of time at no charge (each a “Free Trial”). In order to sign up for a Free Trial, you may need to provide us or the Application provider with your preferred Payment Method. You will not be charged until the Free Trial period ends.

6. Feedback

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Feedback”), provided by you to EMBI are non-confidential and shall become the sole property of EMBI. EMBI shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

7. Privacy Policy

EMBI's Privacy Policy can be found at our Privacy Policy page. By entering into these Terms, you represent that you have read, understood, and agree to EMBI's Privacy Policy, which is fully incorporated into these Terms by reference.

8. Third Party Software and Services

The Application you download consists of a package of components, including certain third-party software provided under separate license terms. Additionally, you may gain access from the Services to third party sites on the Internet through hypertext or other computer links contained on or in the Services, and may access, download, or use content or information from third party sites via the Services. Your use of the third-party software in conjunction with the Services in a manner consistent with the terms of these Terms is permitted; however, you may have broader rights under the applicable third-party terms and nothing in these Terms is intended to impose further restrictions on your use of the third-party software.

EMBI may provide links or access to other websites, apps, products or services provided by third-party service providers (“Third-Party Services”) when you use the Services. By using the Services, you authorize and permit EMBI to present content and information to you from third party sites or Third-Party Services. EMBI has no control over the content or privacy policies of Third-Party Services that you may link to from the Services or their advertisers. If you visit a linked website, be aware that the third party operating any such website may have access to any information you submit via that website. EMBI is not responsible for any third party's failure to establish or abide by its or our Privacy Policy. Check the privacy policy for each website that you visit prior to submitting any personal information. Links to third-party websites do not imply endorsement of the websites by EMBI. EMBI makes no representations or warranties with respect to Third-Party Services and will not be liable for such Third-Party Services, even when used in conjunction with the Services.

You hereby irrevocably waive any claim against the Services or EMBI with respect to such sites and third party content and services. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such third party materials and we disclaim any liability that you may incur arising from your access to or use of such third party materials via the Services.

9. Limitation of Liability

Notwithstanding anything to the contrary contained herein and to the fullest extent permitted by law, the liability of EMBI and its affiliates, partners, members, managers, directors, officers, employees and agents to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the greater of (a) the amount paid, if any, by you to EMBI for the Services in the immediately preceding six months, or (b) $100.00.

You acknowledge that if no fees are paid to EMBI for your use of the Services, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from EMBI, regardless of the cause of action. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

10. Indemnification

You will indemnify and hold EMBI, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to the Application, the Website, or use of the Services, your violation of these Terms, or your infringement, or the infringement by any third party using your registration information, of any intellectual property or other right of any person or entity. We will provide notice to you of any such claim, dispute or demand. We reserve the right, at your expense, to assume the exclusive defense and control of any claim, dispute or demand that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. Disclaimer of Warranty

EMBI has no special relationship with or fiduciary duty to you. You acknowledge that EMBI has no control over, and no duty to take any action regarding: which users gain access to the Services; what content you access via the Services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release EMBI from all liability for your having acquired or not acquired content through the Services. The Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. EMBI makes no representations concerning any content contained in or accessed through the Services, and EMBI will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

12. Suspension; Termination

Either party may terminate the Services at any time by notifying the other party by any means. If we believe you are abusing our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), and take technical and/or legal steps to prevent you from using our Services. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property/ownership provisions, disclaimers of warranties, and limitations of liability.

13. Arbitration

(a) Access to and use of any of the Services and these Terms are governed by the laws of the State of Delaware and the United States as applicable therein, without resort to conflict of law provisions. EMBI makes no representation that the contents of any of the Services are appropriate or available for use outside of the United States, and those who choose to access any of the Services from other locations are solely responsible for compliance with their local laws. Except for any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) arising out of or related to a violation of these Terms or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and EMBI agree to (a) waive your and EMBI's respective rights to have any and all Disputes arising from or related to these Terms, or the Services resolved in a court, (b) waive your right to proceed in a class, collective, or consolidated capacity, and (c) waive your and EMBI's respective rights to a jury trial. Your rights and EMBI's rights during the arbitration process may be more limited than the rights you or EMBI would have in civil trial or appellate court. The Federal Arbitration Act and federal arbitration law apply to these Terms.

(b) Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

(c) Any arbitration between you and EMBI will be settled under the Federal Arbitration Act and governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) (the “AAA Rules”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.

(d) You have the right to opt out of the provisions of this Arbitration Section by sending written notice of your decision to opt out to the following address: EMBI Inc., 251 Little Falls Drive Wilmington, DE 19808, within 30 days after first becoming subject to these Terms. Alternatively, you may send an email to privacy@embi.app, with “30-Day Right to Opt Out” in the subject line. Your notice must include your name and address, your EMBI username (if any), the email address you used to set up your EMBI account (if you have one), and an unequivocal statement that you want to opt out of arbitration. If you opt out of this Arbitration section, all other parts of these Terms will continue to apply to you and you can still use the Services. Opting out of this Arbitration section has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

14. Class Action Waiver

Any claim must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

15. Equitable Remedies

You agree that a breach or threatened breach of any of your obligations under these Terms would cause EMBI irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, EMBI is entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

16. Compliance

You agree to ensure that any information you provide during your use of the Services, whether such dissemination is made (a) by you or on your behalf by a person authorized to disseminate information on your behalf or (b) otherwise, in any case, complies with all statutes, rules, regulations, orders or other governmental acts of any jurisdiction, whether foreign or domestic.

17. Notices

Any notices or other communications provided by EMBI under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

18. Assignment

If EMBI sells its assets to or is acquired by another company, or if it merges with another company, you, by using the Services, authorize EMBI to assign the information you provided to EMBI or that EMBI collected while you used the Services. You may not assign or transfer these Terms, by operation of law or otherwise, without EMBI's prior written consent. EMBI may freely assign or transfer these Terms without restriction.

19. Severability

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

20. Consent to Electronic Communication

By using the Services, you consent to receiving electronic communications from us regarding your Account, your use of the Services, or for operational and informational purposes. You also agree that by using the Services, you affirmatively consent to EMBI using electronic records or your digital signature to satisfy any statute, regulation, or rule of law requiring that such information be provided in writing and that you have not withdrawn such consent.

21. No Waiver

The failure of EMBI to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

22. Governing Law and Venue

These Terms, your access to and use of the Services, and any claim or dispute you may bring against EMBI, its affiliates, subsidiaries, parent companies, members, shareholders, agents and assigns, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved in the state or federal courts of the Commonwealth of Massachusetts and the United States, respectively, sitting in the Commonwealth of Massachusetts.

23. No Beneficiaries

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

24. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between EMBI and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between EMBI and you regarding the Services.

25. Contact

If you have any questions about these Terms or the Services you can contact us at hello@embi.app.

Copyright Policy

EMBI has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (copyright.gov/legislation/dmca.pdf) and other applicable laws. The address of EMBI's Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy. It is EMBI's policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, or Users; and (2) remove and discontinue service to repeat offenders.

If you believe that content residing on or accessible through EMBI's Website or Services infringes a copyright, please send a notice of copyright infringement by facsimile or regular mail (not e-mail) to EMBI, Attn: Larry Foy (Copyright Agent), 160 Alewife Brook Parkway Cambridge, MA 02138 containing the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
• Identification of works or materials being infringed;
• Identification of the content that is claimed to be infringing including information regarding the location of the content that the copyright owner seeks to have removed, with sufficient detail so that EMBI is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number and, if available, e-mail address;
• A statement that the notifier has a good faith belief that the content is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once proper infringement notification is received by the Designated Agent, it is EMBI's policy to remove or disable access to the infringing content and to notify the content provider or User that it has removed or disabled access to the content; repeat offenders will have the infringing content removed from the Services and EMBI will terminate such content provider's or User's access to the Website and the Services.

In the event that EMBI notifies User that EMBI has received proper infringement notification about User's content, User may elect to send EMBI a counter notice. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. The process for counter-notifications is governed by Section 512(g) of the Digital Millennium Copyright Act (copyright.gov/legislation/dmca.pdf).

To file a counter notification with EMBI, User must provide the following items to us in writing:

• the specific URLs of material that EMBI has removed or to which EMBI has disabled access;
• User's name, address, telephone number, and email address;
• a statement that User consents to the jurisdiction of the Federal District Court for the judicial district in which User's address is located (or Suffolk County, Massachusetts if User's address is outside of the United States), and that User will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person;
• the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”; and
• User's signature.

Send the written communication to the following address:

EMBI Inc., 160 Alewife Brook Parkway Cambridge, MA 02138, Attn: Larry Foy, larry@embi.app

After we receive User's counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes User's personal information. By submitting a counter-notification, User consents to having User's information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must notify us within ten (10) days that he or she has filed an action seeking a court order to restrain User from engaging in infringing activity relating to the material on EMBI. If we receive such notification we will not display, distribute or otherwise exploit the material. If we do not receive such notification, we may elect to do so.