Terms of Service

A. Accounts

You must provide accurate, complete, and current account information and keep it up to date, and we may use it to contact you. Each Member signs in with their own account, and accounts may not be shared. You are responsible for keeping sign-in credentials confidential, for turning on the multi-factor authentication your Workspace offers, and for all activity under your accounts. Tell us right away at security@emra.ai if you suspect unauthorized access.

B. The Customer and its Members

The Customer controls its Workspace. Through its Admins, it decides who can join, what roles Members hold, and which Agents exist. The Customer is responsible for all acts and omissions of its Members and Agents, and any act or omission that would breach these Terms if done by the Customer is the Customer's breach. The Customer will make its Members aware of the parts of these Terms and the AUP that apply to them. A Member's access depends on the Customer: when an Admin removes a Member, or the Customer's subscription ends, the Member loses access to the Workspace and its content.

A. What Customer Data Is

"Customer Data" means everything you, your Members, and your Agents put into or create in the Services, including Input; Output; chats; files; Agent memory, routines, and messages; and data retrieved through Connections or from the web. Customer Data does not include Emra Materials or Third-Party Materials (Section 3.B).

B. Your Ownership; Emra Materials; Third-Party Materials

Your ownership. As between you and Emra, you own your Customer Data, and Emra does not claim ownership of it. You keep all rights in your Input, and Emra assigns to you all of Emra's right, title, and interest, if any, in the Output generated for you, effective on generation. To the extent that assignment is ineffective under applicable law, Emra grants you a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and commercialize that Output for any purpose, and agrees not to assert against you any right Emra may hold in it.

You acknowledge that (i) Output lacking sufficient human authorship may not be protectable by copyright, and Emra makes no representation that Output is copyrightable, original, or non-infringing (see Section 4); and (ii) this Section allocates rights between you and Emra only and does not create rights against third parties, including where the same or similar Output is generated for others.

Emra Materials. Output may incorporate Emra Materials. Emra Materials are licensed, not assigned. Emra grants you a non-exclusive, worldwide, royalty-free, perpetual license to use Emra Materials solely as incorporated in Output, including in copies you export.

Third-Party Materials. Output may incorporate open-source or other third-party components ("Third-Party Materials"). Third-Party Materials are licensed by their owners under their own terms, are not assigned under this Section, and you are responsible for complying with their licenses.

C. License You Grant to Emra

You grant Emra, and the sub-processors and service providers acting on Emra's behalf, a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and modify Customer Data only as needed to provide, secure, and support the Services for you (including running Agents, sending Input to the AI Tools, and acting through Connections), to prevent abuse, and to comply with law, consistent with the Privacy Policy and, where it applies, the DPA. This license ends when the Customer Data is deleted from the Services (Section 15.C). You represent and warrant that you have all rights and consents needed to provide your Input and to connect your accounts, and that your Input, your instructions to Agents, and your use of Output will not violate any law or any third party's rights, including intellectual-property, privacy, publicity, contract, or trade-secret rights.

D. No Training on Customer Data

Emra does not use Customer Data to train AI models. Emra sends Customer Data only to AI Tool providers whose terms with Emra prohibit them from training their models on it. This does not apply to a model subscription a Member connects under Section 4.E. Emra may use usage data and other information about how the Services are used (such as feature usage, token counts, costs, and performance), which does not include the content of chats or files, to operate, secure, and improve the Services, and may publish it only in aggregated form that does not identify you or any individual.

E. Monitoring

Emra may review usage, and where reasonably necessary Customer Data, to secure the Services, investigate suspected violations of these Terms or the AUP, and comply with law, with access limited as described in Section 8.D. We are not obligated to monitor, and except as required by law we assume no responsibility or liability for Customer Data.

A. Agents Act on Your Behalf

Agents act on the instructions of your Members, on routines your Members set, and on messages from other Agents. Agents can run code, install software, read and write files, browse the web, and, through Connections, send email and messages and change data in Third-Party Services. Actions an Agent takes in your Workspace are taken on your behalf, and you are responsible for them as if you had taken them yourself. Emra does not choose the tasks you give Agents and does not review or approve their actions before they take them.

B. Your Controls and Responsibilities

You are responsible for:

• Deciding which accounts you connect, and connecting only the access your Agents need.
• Reviewing Output, and the actions Agents propose or take, before relying on them, and keeping a person in the loop for any action with the significant effects described in AUP Section 2.
• Reviewing, testing, and securing any code before you rely on it or make it available to others.
• Telling people that they are interacting with an AI system, or that content was generated by AI, where the law requires it.

C. Accuracy Disclaimer

EMRA OFFERS NO GUARANTEES REGARDING THE ACCURACY, CORRECTNESS, SECURITY, OR FITNESS OF OUTPUT OR OF ACTIONS AGENTS TAKE. DUE TO THE NATURE OF AI, OUTPUT MAY APPEAR CORRECT YET CONTAIN ERRORS, SECURITY VULNERABILITIES, OR NON-FUNCTIONING CODE, AND AGENTS MAY MISUNDERSTAND INSTRUCTIONS OR TAKE ACTIONS YOU DID NOT INTEND. YOU MUST INDEPENDENTLY REVIEW AND VERIFY OUTPUT BEFORE RELYING ON IT. OUTPUT IS NOT PROFESSIONAL ADVICE, INCLUDING LEGAL, MEDICAL, FINANCIAL, OR TAX ADVICE.

D. Output May Not Be Unique

Because of how generative AI works, Output is not guaranteed to be unique. The AI Tools may generate the same or substantially similar Output for others. You hold no rights in Output generated for others, and others may receive Output similar to yours.

E. Your Own Model Subscriptions

If a Member connects their own model subscription to an Agent, that Member's agreement with the model provider governs that provider's handling of the traffic, the provider is not Emra's sub-processor for it, and the Member is responsible for complying with that agreement.

F. Changes to AI Tools

Emra may add, replace, or remove AI Tools. Different models may produce different Output for the same Input.

A. Connections

When you make a Connection, you authorize Emra to access that account with the permissions you grant, and to act in it when an Agent works for you, including on routines you set up. Each Connection belongs to the Member who made it, and that Member can disconnect it at any time. You are responsible for having the right to connect each account and for complying with each service's terms.

B. Third-Party Services

Third-Party Services are not part of the Services, Emra does not control them, and they are not Emra's sub-processors. Their handling of data is governed by your agreement with them. Emra is not responsible for the availability, accuracy, security, or behavior of Third-Party Services, or for changes they make that affect a Connection.

C. Google API Data

Emra's use of data received from Google APIs follows the Google API Services User Data Policy, including its Limited Use requirements, as described in the Privacy Policy.

D. Social Networks

When an Agent publishes, replies, or takes any other action on a social network through your Connection, it does so as you, and you are responsible for that content as if you had posted it yourself, including compliance with the network's terms, community rules, and advertising and disclosure requirements. Some networks charge for access to their APIs, and Emra may pass those charges on to you as the Services describe.

E. YouTube

The Services use YouTube API Services. By connecting YouTube, you agree to be bound by the YouTube Terms of Service, and Google's handling of your data is governed by the Google Privacy Policy.

A. General Conduct

You must comply with all applicable laws, including export-control and sanctions laws, and with the Acceptable Use Policy, which contains the content and conduct standards and applies to your Agents as well as your Members. In connection with the Services, you must not:

• Bypass or attempt to bypass security controls, authentication, Workspace isolation, or the audit log.
• Reverse engineer, decompile, or disassemble the Services (except to the extent this restriction is prohibited by applicable law), or attempt to extract Emra's source code or proprietary algorithms, except for components Emra makes available under an open-source license.
• Probe, scan, or test the vulnerability of the Services except under the coordinated-disclosure rules in the AUP.
• Disrupt the Services or their infrastructure.
• Resell, sublicense, or provide the Services to third parties except as expressly permitted in an Order Form or with our written permission.
• Circumvent your plan's Allowance, usage limits, or billing.
• Use the Services to build a competing product by copying Emra's software, interfaces, or prompts.
• Use the AI Tools in a way that violates the usage policy their provider publishes for the model your Agent runs on (AUP Section 3).
• Infringe or misappropriate any third party's rights, or engage in fraud, including payment fraud and illegitimate chargebacks.

B. Enforcement

Emra may enforce these Terms and the AUP by removing or disabling content, pausing Agents or Connections, suspending Members or Workspaces, or terminating accounts, in accordance with Section 15 and applicable law.

A. Roles and the DPA

The Customer is the controller (or equivalent) of the personal data in Customer Data, and Emra processes it as a processor or service provider on the Customer's behalf and under its documented instructions, which include these Terms and the Customer's use and configuration of the Services. The DPA governs this processing. Where an individual uses the Services in a purely personal capacity and the law treats Emra as the controller of that individual's Customer Data, Emra handles it as the Privacy Policy describes for Customer Data. The Customer is responsible for having a lawful basis for the personal data it submits and for giving the notices and obtaining the consents the law requires, including for people its Agents email or message. The Privacy Policy describes the personal data Emra handles as a controller.

B. Security Program

Emra maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, and disclosure, including logical separation of each Workspace, encryption of data in transit over public networks and at rest, restricted production access, and an audit log of security-relevant events that Admins can review. Emra will not materially reduce the overall level of these safeguards during your subscription. Emra makes its current security documentation, and any independent audit reports it holds, available to Customers under confidentiality on request at security@emra.ai.

C. Security Incidents

If Emra becomes aware of a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data held by Emra or its sub-processors, Emra will notify the affected Customer without undue delay, share the information the Customer reasonably needs to meet its own obligations, and take reasonable steps to contain and remediate the incident.

D. Emra Personnel Access

Emra limits access to Customer Data to authorized personnel who need it to provide support you request, maintain and secure the Services (for example, restoring a backup), investigate suspected violations of these Terms or the AUP, or comply with law. Personnel with access are bound by confidentiality obligations.

E. Sub-processors

Emra uses the third parties listed on its Sub-processors page to process Customer Data. Emra binds each of them by written agreement to protect Customer Data and remains responsible for their performance of Emra's obligations under these Terms.

A. Plans and Fees

The Services are offered on paid plans, which you can buy monthly or annually at the prices shown at checkout, or on the terms of an enterprise Order Form. There is no free plan or free trial unless we offer one in writing. Fees are billed in advance, in U.S. dollars, and are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes on your purchase, other than taxes on Emra's income. Promotional codes apply only as stated when they are issued.

B. Renewal, Changes, and Cancellation

Your subscription renews automatically. Unless you cancel before the end of the current billing period, it renews for another period of the same length, and we charge your payment method the price then in effect for your plan. You can cancel at any time from your billing settings or by writing to support@emra.ai, and cancellation takes effect at the end of the period you have paid for. Before an annual subscription renews, we email you a reminder with the renewal date, the price, and how to cancel.

Fees are non-refundable, including for partial periods and unused Allowance, except where these Terms or the law require a refund. If you move to a higher plan, we charge the prorated difference right away; if you move to a lower plan, the change takes effect at the end of your current period. If you are a consumer in the European Economic Area or the United Kingdom, you may withdraw within 14 days of your first purchase by writing to support@emra.ai. When you subscribe you ask us to start the Services immediately, so if you withdraw we refund your payment less a proportionate amount for the Services provided up to your withdrawal. Other mandatory cancellation and withdrawal rights under the law where you live are unaffected.

C. Allowance

Agents consume AI Tool usage, which the Services meter per turn. Each paid plan's monthly Allowance is divided into seven-day periods, with a proportionate shorter period at the end of the allowance month. Unused included usage does not carry over. Each 5-hour window allows 20% of a normal seven-day allowance and starts with the first turn; it resets exactly 5 hours later. Both limits apply to the whole Workspace. When either limit is reached, new turns pause until it resets unless the Workspace has purchased tokens. Purchased tokens bypass both limits and are used after included usage. A turn already running may finish above the allowance without an automatic overage charge. Billing prices and renewal dates do not change with these usage resets. Complimentary access, active Enterprise contracts, and verified Super Admin turns are not subject to these included usage limits.

D. Payment and Failed Payments

Card payments are handled by our payment processor (currently Stripe), subject to its terms and privacy policy. You authorize us to charge your payment method for the fees for your plan at each renewal, and for any upgrades and Credits you buy. If a payment fails, we may retry it, we may pause your Agents until it succeeds, and we may suspend the Workspace if the amount stays unpaid (Section 15.A).

E. Price Changes

We may change plan prices or Allowances for future periods with at least 30 days' notice by email or in the Services, so you can cancel before the change takes effect. A change does not affect a period you have already paid for.

F. Credits

Credits, shown in the Services as tokens, are prepaid additional usage. Purchased tokens do not expire and unused tokens remain when a subscription ends. An active paid plan is required to spend them. They are shared by the Workspace, bypass weekly and 5-hour included usage limits, and are used only after included usage. They are a limited right to use the Services, not money or property, have no cash value, and cannot be transferred. We do not automatically buy more tokens when they run out. Refunds are available where the law requires or Section 15.B provides one.

A. Suspension

Emra may suspend all or part of your access, including specific Agents or Connections, if you breach these Terms or the AUP, if your use poses a security risk or risk of harm to the Services, other Customers, or third parties, if your account is past due, or if the law requires it. Where practicable and lawful, we will give notice first and limit the suspension to what is needed to address the problem, and we will restore access promptly once the cause is resolved.

B. Termination

You may stop using the Services and cancel at any time (Section 14.B). Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 30 days of notice, and Emra may terminate immediately for serious or repeated violations of the AUP. Either party may choose not to renew a subscription by giving notice before the current period ends. If Emra discontinues a paid Service you are subscribed to, or terminates other than for your breach, we will give reasonable notice and a pro-rated refund of prepaid, unused fees, including the price you paid for unused Credits. If you terminate for Emra's uncured material breach, Emra refunds prepaid fees for the period after termination. When these Terms end, your right to use the Services ends, and any fees you owe remain payable.

C. Workspace Deletion

When your paid subscription period ends, Agents stop starting new turns. Canceling your subscription does not automatically delete your Workspace or its Customer Data. You may request Workspace deletion by writing to support@emra.ai. After deletion, personal data may remain in recovery backups for at most 30 days. We retain billing records and other information as required by law. If we terminate for a serious violation of the AUP or because the law requires it, we may delete or withhold content.

D. Deleting Your Workspace Account

Deleting your account from one Workspace removes your membership and personal data there as described in our Privacy Policy. It does not delete your shared sign-in account, remove your access to other Workspaces, cancel the Customer's subscription, or delete the entire Workspace. Shared conversations and routines, and records retained for billing, security, or legal obligations, remain as described in that policy. Deleted personal data may remain in recovery backups for at most 30 days; recorded account deletions are reapplied before a restored Workspace resumes service.

E. Survival

Provisions that by their nature should survive termination (including those on ownership, confidentiality, fees owed, disclaimers, limitations of liability, indemnification, and dispute resolution) survive termination of these Terms.

A. Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMRA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, ANY OUTPUT, ANY ACTION AN AGENT TAKES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICES, INCLUDING THIRD-PARTY SERVICES; (C) ANY CONTENT OR CODE OBTAINED FROM THE SERVICES, INCLUDING ANY OUTPUT; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CUSTOMER DATA, IN EACH CASE WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF EMRA HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.

B. Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMRA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU PAID EMRA FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS, THE DPA, ANY ORDER FORM, AND THE SERVICES; THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE IT.

C. Scope

The limitations in this Section apply even if a remedy fails of its essential purpose, and they reflect the allocation of risk between the parties that the fees are based on. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (including, where applicable, liability for fraud or fraudulent misrepresentation, willful misconduct, or death or personal injury caused by negligence), and nothing in this Section limits either party's liability to data subjects under the Standard Contractual Clauses.

If you are a consumer who lives in the European Economic Area, the United Kingdom, or Switzerland, Sections 17.A and 17.B do not apply to you. Emra is liable to you without limit for intent and gross negligence, for death or personal injury, and where mandatory law requires. For a negligent breach of an obligation that is essential to the contract, Emra's liability is limited to the loss that was foreseeable when you agreed to these Terms. Your statutory rights are not affected. A "consumer" is a natural person acting for purposes outside their trade, business, craft, or profession.

A. Informal Resolution

Before starting a formal proceeding, the party with a dispute will send the other a written notice that describes the claim and the relief sought. Send notices to Emra at legal@emra.ai. Emra sends notices to the email address on your account. The parties will try in good faith to resolve the dispute for 60 days after the notice is received. Statutes of limitation are tolled during those 60 days. If the dispute is not resolved, either party may begin formal proceedings.

B. Judicial Forum

Any judicial proceeding to resolve claims relating to these Terms or the Services will be brought exclusively in the state courts located in San Francisco County, California, or the U.S. District Court for the Northern District of California, subject to the agreement to arbitrate below. Both parties consent to venue and personal jurisdiction in those courts. If you reside in a country whose laws give consumers the right to bring disputes in their local courts, this paragraph does not affect those rights.

C. Agreement to Arbitrate

IF YOU LIVE IN, ARE ORGANIZED IN, OR HAVE YOUR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

You and Emra agree to resolve any claims relating to or arising out of these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under "Exceptions" below. Except as Section 19.E provides, this includes disputes about the interpretation, scope, enforceability, revocability, or validity of this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section 19.C, and not state arbitration law. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claims, and may not award relief on behalf of others or the general public. YOU AND EMRA EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO HAVE A DISPUTE DECIDED IN COURT, EXCEPT AS THIS SECTION ALLOWS.

Opt Out. You may opt out of this agreement to arbitrate by emailing legal@emra.ai within 30 days of first agreeing to these Terms, from the email address on your account, with your name and a statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

Arbitration Procedures. The American Arbitration Association (AAA) administers the arbitration. Its Consumer Arbitration Rules apply if you are an individual using the Services for personal or household purposes. Its Commercial Arbitration Rules apply in every other case. The rules are available at www.adr.org. If the AAA is unavailable, the parties will agree on another administrator or a court will appoint one. The arbitration will be held in the U.S. county where you live or work, in San Francisco, California, or at any other location the parties agree to, and may be conducted by video or on written submissions where the rules allow.

Arbitration Fees. The AAA rules govern payment of arbitration fees, including rules regarding frivolous or improper claims.

Batch Arbitration. If 25 or more demands for arbitration are filed against Emra raising similar claims, and counsel for the claimants are the same or coordinated, the parties agree that the AAA's Mass Arbitration Supplementary Rules (or successor rules) will apply, and the demands will be administered in batches of up to 50 per arbitrator. Statutes of limitation and filing deadlines for a claimant's claims are tolled from the date the claimant's demand is first submitted until that demand is assigned to an arbitrator. Each demand is still decided individually, and a decision in one arbitration does not bind another claimant.

Exceptions. Either party may bring qualifying claims in small-claims court in San Francisco County, California, or in any U.S. county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or intellectual-property infringement (for example, trademark, trade-secret, copyright, or patent) without first arbitrating or completing the informal process above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the courts named in Section 19.B.

D. No Class or Representative Actions

TO THE EXTENT PERMITTED BY LAW, YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE PROHIBITED, EXCEPT AS THE BATCH ARBITRATION PARAGRAPH OF SECTION 19.C PROVIDES.

E. Severability

If any part of this Section 19 is found unenforceable, the rest remains in effect, except that if the class and representative action waiver in Section 19.D is found unenforceable as to a claim, the agreement to arbitrate in Section 19.C does not apply to that claim, which must be brought in the courts named in Section 19.B. Only a court, and not an arbitrator, may decide whether Section 19.D is enforceable. If you are found to have a non-waivable right to bring a claim or seek relief that the arbitrator cannot redress or award under this Section (including public injunctive relief), then only that claim or request may be brought in court, and both parties agree that litigation of any such claim will be stayed pending resolution of any individual claims in arbitration.

A. Copyright Agent

Send copyright notices and counter-notices to: Copyright Agent, Emra Tech, Inc., 84 Crestview Ave, Daly City, CA 94015, phone: 916-865-9844, email: dmca@emra.ai.

B. Infringement Notices

To be effective under 17 U.S.C. §512(c)(3), your notice must include:

1. your physical or electronic signature (or that of a person authorized to act for the copyright owner);
2. identification of the copyrighted work(s) claimed to be infringed;
3. identification of the material claimed to be infringing and information reasonably sufficient to locate it;
4. your contact information (address, telephone number, and email);
5. a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notice is accurate and, under penalty of perjury, that you are the owner or authorized to act on the owner's behalf.

Upon receiving a valid notice, we will expeditiously remove or disable access to the identified material (which may include unpublishing an app), notify the responsible Customer, and record the event under our repeat-infringer policy.

C. Counter-Notices

If your material was removed and you believe this was a mistake or misidentification, you may send our Copyright Agent a counter-notice including: (1) your physical or electronic signature; (2) identification of the removed material and where it appeared before removal; (3) a statement, under penalty of perjury, that you have a good-faith belief the material was removed as a result of mistake or misidentification; and (4) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for your district (or, if outside the United States, any judicial district in which Emra may be found) and that you will accept service of process from the person who filed the original notice or their agent. We promptly send the original claimant a copy of the counter-notice and tell them we will restore the material in 10 business days. We restore the material not less than 10 and not more than 14 business days after we receive the counter-notice, unless our Copyright Agent first receives notice that the claimant has filed a court action to restrain the alleged infringement.

D. Repeat Infringers; Misrepresentation

We will terminate, in appropriate circumstances, the accounts of Customers and Members who are repeat infringers, and may treat repeated uncontested takedowns against an account as grounds for suspension or termination without refund. Knowingly materially misrepresenting that material is infringing, or that it was removed by mistake, can expose you to liability under 17 U.S.C. §512(f). Complaints that are not copyright claims (for example, trademark or impersonation) should be reported under Section 7 instead.

A. Entire Agreement and Order of Precedence

These Terms, together with any Order Form, the AUP, and, where it applies, the DPA, are the entire agreement between you and Emra about the Services, and they replace any prior or contemporaneous agreements on that subject. If these documents conflict, they apply in this order: the Order Form or other written agreement signed by both parties, the DPA (for the processing of personal data), these Terms, and then the AUP. Terms in any purchase order or other document you provide do not apply, even if we accept or sign it.

B. Notices

We may send you notices by email to the address on your account or by posting them in the Services, and they are effective when sent or posted. You must send legal notices to Emra at legal@emra.ai, with a copy by mail to Emra Tech, Inc., Attn: Legal, 84 Crestview Ave, Daly City, CA 94015. Notices to Emra are effective when received.

C. Electronic Communications

You agree to receive communications from us electronically, and you agree that agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

D. Assignment

You may not assign or transfer these Terms without Emra's prior written consent, and any attempt to do so is void. Emra may assign these Terms without consent to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of the business or assets related to the Services. These Terms bind and benefit the parties and their permitted successors and assigns.

E. Force Majeure

Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, failures of utilities or the internet, and widespread failures of third-party hosting or AI model providers that the party could not reasonably have avoided.

F. Export Controls and Sanctions

You and your Members will comply with all applicable export-control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on, or owned or controlled by anyone on, a U.S. government list of restricted parties. You will not use the Services, or allow them to be used, in violation of these laws or for a prohibited end use such as weapons development.

G. Publicity

Emra will not use your name or logo to identify you as a customer without your prior written consent, which you may withdraw at any time.

H. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them.

I. No Third-Party Beneficiaries

There are no third-party beneficiaries of these Terms, except for the indemnified parties named in Section 18.

J. U.S. Government Users

The Services are a commercial product and commercial service, and include commercial computer software and commercial computer software documentation. If you are a U.S. government entity, your rights in the Services are only those set out in these Terms, consistent with FAR 12.212 and DFARS 227.7202.

K. Waiver, Severability, and Interpretation

A failure or delay in enforcing any provision is not a waiver of it. If a court finds any provision unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. Headings are for convenience only. The words "including" and "for example" mean "including without limitation." These Terms are written in English, and any translation is for convenience only.

L. California Users

Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. The Services are provided by Emra Tech, Inc. at the address below.

M. Contact

Questions about these Terms: support@emra.ai. Legal notices: legal@emra.ai. Emra Tech, Inc., 84 Crestview Ave, Daly City, CA 94015.