EMBILY FZ LLC TERMS OF USE

By using this website (“Site”), registering for a Embily Account (“Account”), or using any of our other Embily Services, you (“you, your, or yourself”) are agreeing to accept and comply with the terms and conditions of use stated below (“Terms of Use”). You should read the entire Terms of Use carefully before you use this Site or any of the Embily Services. As used in this Terms of Use, “Embily” refers to the company Embily FZ LLC with registered address at Units 2201 & 2202, Level 22, Boulevard Plaza, Tower 2, Downtown Dubai, including, without limitation, its owners, directors, investors, employees or other related parties. Depending upon the context, “Embily” may also refer to the services, products, website, content or other materials (collectively, “Embily Services”) provided by Embily. The Service operated by Embily allows sellers (“Sellers”), to convert their digital assets and make payments and transactions with converted currencies. The Service operated by Embily also allows all registered users of the Service (“Members”) to:

Use digital assets for purchasing goods.

Depending on your country of residence, you may not be able to use all the functions of the Site. It is your responsibility to follow those rules and laws in your country of residence and/or country from which you access this Site and Services. As long as you agree to and comply with these Terms of Use, Embily grants to you a personal, non-exclusive, non-transferable, non-sublicensable and limited right to enter and use the Site and the Service. IF YOU DO NOT ACCEPT THE TERMS OF USE AND CONDITIONS OUTLINED IN THIS AGREEMENT, DO NOT ACCESS THIS SITE AND DO NOT USE THIS SERVICE. By opening an Account, you expressly represent and warrant:

  • You have accepted these Terms; and
  • You are at least 18 years of age and have the full capacity to accept these Terms and enter into a transaction involving Digital Assets.

RISKS

The trading of goods and products, real or virtual, as well as virtual currencies involves significant risk. Prices can and do fluctuate on any given day. Due to such price fluctuations, you may increase or lose value in your assets at any given moment. Any assets – virtual or not – may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market. Digital asset trading also has special risks not generally shared with official currencies or goods or commodities or other assets in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, cryptocurrency, a kind of digital asset, is a unique kind of “fiat” currency, backed by technology and trust. There is no central bank that can take corrective measure to protect the value of digital assets in a crisis or issue more cryptocurrency. Instead, digital cryptocurrency assets are as-yet autonomous and largely unregulated worldwide systems of currency firms and individuals. Traders put their trust in a digital, decentralised and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity. Digital asset trading is probably susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in digital assets because of unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling. There may be additional risks that we have not foreseen or identified in our Terms of Use. You should carefully assess whether your financial situation and tolerance for risk are suitable for buying, selling or trading digital assets.

LIMITED RIGHT OF USE

Unless otherwise specified, all Materials on this Site are the property of Embily and are protected by copyright, trademark and other applicable laws. You may view, print and/or download a copy of the Materials from this Site on any single computer solely for your personal, informational, non-commercial use, provided you keep intact all copyright and other proprietary notices. The trademarks, service marks and logos of Embily and others used in this Site (“Trademarks”) are the property of Embily and their respective owners. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Site belong to Embily. The Trademarks and Material should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such Materials on any other Site or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

MAINTAINING YOUR ACCOUNT: OUR RULES

By registering with us, you agree to provide Embily with current, accurate, and complete information about yourself as prompted by the registration process, and to keep such information updated. You further agree that you will not use any Account other than your own, or access the Account of any other Member at any time, or assist others in obtaining unauthorised access. The creation or use of Accounts without obtaining the prior express permission from Embily will result in the immediate suspension of all said Accounts, as well as all pending purchase/sale offers. Any attempt to do so or to assist others (Members or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such Members being terminated. Termination is not the exclusive remedy for such a violation, and Embily may elect to take further action against you. You also are responsible for maintaining the confidentiality of your Account information, including your password, safeguarding your own Digital Assets, and for all activity including Transactions that are posted to your Account. If there is suspicious activity related to your Account, we may, but are not obligated, to request additional information from you, including authenticating documents and to freeze any transactions pending our review. You are obligated to comply with these security requests or accept termination of your Account. You are required to notify Embily immediately of any unauthorised use of your Account or password, or any other breach of security by email addressed to services@embily.com. Any Account who violates these rules may be terminated, and thereafter held liable for losses incurred by Embily or any user of the Site. Finally, you agree that you will not use the Service to perform a criminal activity of any sort, including but not limited to, money laundering, illegal gambling operations, terrorist financing, or malicious hacking.

TERMINATION AND ESCROW OF UNVERIFIED ACCOUNTS

You may terminate this agreement with Embily, and close your Account at any time, following the settlement of any pending transactions. You also agree that Embily may, by giving notice, in its sole discretion terminate your access to the Site and to your Account, including without limitation, our right to: limit, suspend or terminate the service and Members’ Accounts, prohibit access to the Site and its content, services and tools, delay or remove hosted content, and take technical and legal steps to keep Members off the Site if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate Accounts of Members for any reason, including without limitation: (1) attempts to gain unauthorised access to the Site or another Member’s account or providing assistance to others’ attempting to do so, (2) overcoming software security features limiting use of or protecting any content, (3) usage of the Service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities, (4) violations of these Terms of Use, (5) failure to pay or fraudulent payment for Transactions, (6) unexpected operational difficulties, or (7) upon the request of law enforcement or other government agencies, if deemed to be legitimate and compelling by Embily, acting in its sole discretion. We expressly reserve the right to cancel and/or terminate Accounts that have not been verified by the Client despite our good faith efforts to contact you seeking such verification (“Unverified Accounts”). The suspension of an Account shall not affect the payment of the commissions due for past Transactions. Upon termination, Members shall communicate a valid bank account to allow for the transfer of any currencies credited to their account. Said bank account shall be held by the Member. Digital Assets may be transferred to a valid bank account only after conversion into a currency. Embily shall transfer the currencies as soon as possible following the Member’s request within the timeframes specified by Embily. Embily will send to you the credit balance of your Account, however, in circumstances, a number of intermediaries may be involved in an international payment and these or the beneficiary bank may deduct charges. We will use reasonable efforts to ensure that such charges are disclosed to you prior to sending your payment, however where they cannot be avoided, you acknowledge that these charges cannot always be calculated in advance and that you agree to be responsible for such charges. Upon Account closing, any amount less than $500 in value will not be returned.

AVAILABILITY OF SERVICES

All services are provided without warranty of any kind, either express or implied. We do not represent that this Site will be available 100% of the time to meet your needs. We will strive to provide you with the Service as soon as possible but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or loss of transmitted information. We will use reasonable endeavours to ensure that the Site can normally be accessed by you in accordance with these Terms of Use. We may suspend use of the Site for maintenance and will make reasonable efforts to give you notice. You acknowledge that this may not be possible in an emergency.

EXTERNAL WEBSITES

Embily makes no representations whatsoever about any outside or third party website which you may access through the Site. Occasionally, the Embily website may provide references or links to other websites (“External Websites”). We do not control these External Websites third party sites or any of the content contained therein. You agree that we are in no way responsible or liable for External Websites referenced or linked from the Embily website, including, but not limited to, website content, policies, failures, promotions, products, opinions, advice, statements, prices, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those sites. You shall bear all risks associated with the use of such content. External Websites have separate and independent terms of use and related policies. We request that you review the policies, rules, terms, and regulations of each site that you visit. It is up to you to take precautions to ensure that whatever device used is free of items such as viruses, worms, Trojan horses and other items of a destructive nature.

FINANCIAL ADVICE

For the avoidance of doubt, we do not provide any investment advice in connection with the Services contemplated by these Terms of Use. We may provide information on the price, range, volatility of Digital Assets and events that have affected the price of Digital Assets but this is not considered investment advice and should not be construed as such. Any decision to purchase or sell Digital Assets is your decision and we will not be liable for any loss suffered.

FINANCIAL REGULATION

Our business model and our Service consists of being an intermediary between digital asset holders and digital payment providers. The services we are currently providing are regulated under a service provider commercial licence issued by the Dubai Internet City Free Zone Authority of Dubai, U.A.E.

EMAIL

Email messages sent over the Internet are not secure and Embily is not responsible for any damages incurred by the result of sending email messages over the Internet. We suggest sending email in encrypted formats.

DISCLOSURES TO LEGAL AUTHORITIES AND AUTHORIZED FINANCIAL INSTITUTIONS

We may share your Personal Information with law enforcement, data protection authorities, government officials, and other authorities when:

Required by law;

Compelled by subpoena, court order, or other legal procedure;

We believe that the disclosure is necessary to prevent physical harm or financial loss;

Disclosure is necessary to report suspected illegal activity; or

Disclosure is necessary to investigate violations of our Terms of Use or Privacy Policy.

Access to products and services detailed on this website may be restricted to certain persons or countries. In particular, the products and services referred to herein are not available to U.S. Persons, as defined by Regulation S of the United States Securities and Exchange Commission, as amended (“U.S. Persons”). The information contained on this website is not available to U.S. Persons. Individuals who are such “U.S. Persons” should not view this website. More generally, the products and services presented on this website may only be purchased in jurisdictions in which their marketing and distribution are authorised. Embily advises all interested parties to check in advance whether they are legally entitled to purchase the products and/or services presented on the website.

INTERNATIONAL TRANSFERS OF PERSONAL INFORMATION

We store and process your Personal Information in data centres around the world, wherever Embily facilities or service providers are located. As such, we may transfer your Personal Information outside of the European Economic Area (“EEA”). Such transfers are undertaken in accordance with our legal and regulatory obligations.

JURISDICTION

The Terms of Use shall be governed and construed in accordance with U.A.E. Law. The parties agree to irrevocably submit to the exclusive jurisdiction of the U.A.E. Courts.

LIMITATION OF LIABILITY

To the extent permitted by law, Embily will not be held liable for any damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss unless the loss suffered arising from negligence or willful deceit or fraud. Nothing in these terms excludes or limits the liability of either party for fraud, death or personal injury caused by its negligence, breach of terms implied by operation of law, or any other liability which may not by law be limited or excluded. Subject to the foregoing, Embily’s aggregate liability in respect of claims based on events arising out of or in connection with any single Member’s use of the Site and/or Service, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of either (a) the total amount held on Account for the Member making a claim less any amount of Commission that may be due and payable in respect of such Account; or (b) 125% of the amount of the Transaction(s) that are the subject of the claim less any amount of Commission that may be due and payable in respect of such Transaction(s).

INDEMNITY

To the full extent permitted by applicable law, you hereby agree to indemnify Embily, its employees and its partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred if direct or not directly arising from your use of Embily’s Sites, your use of the Service, or from your violation of these Terms of Use.

MISCELLANEOUS

If we are unable to perform the Services outlined in the Terms of Use due to factors beyond our control including but not limited to an event of Force Majeure, change of law or change in sanctions policy we will not have any liability to you with respect to the Services provided under this agreement and for a time period coincident with the event.

MODIFICATION OF TERMS

Embily reserves the right to change, add or remove portions of these Terms, at any time, in an exercise of its sole discretion. You will be notified of any changes in advance through your Account. Upon such notification, it is your responsibility to review the amended Terms. Your continued use of the Site following the posting of a notice of changes to the Terms signifies that you accept and agree to the changes and that all subsequent transactions by you will be subject to the amended Terms.

DEFINITIONS

Account. The contractual arrangement wherein an Embily Member has accepted our Terms of Use and Privacy Policy and received approval to use the Embily Services and to perform associated Transactions.

Digital Assets is anything that exists in a binary format and comes with the right to use. Data that do not possess that right are not considered assets.

User(s). Member(s) that are using Embily offered services. Commission. Refers to the fee which is payable to Embily on each Deposit, such as a Digital Assets deposit on the Users account.

Member(s). Refers to Embily service users as well as any holder of an Account.

Personal Information. Information that identifies an individual, such as name, address, e-mail address, account information, and banking details. “Personal Information” does not include anonymised and/or aggregated data that does not identify a specific user.

Price. The “price per coin” for which Members are willing to exchange Digital Assets, using the Service in a Digital Assets Exchange Transaction. The Price may be expressed in any of the currencies deposited by Members in their Account and supported by the Service.

Transaction. Includes the following:

The conversion of Digital Assets into currencies deposited by Members on their Account (“Conversion Transaction”);

The purchase of ancillary products (“Purchase Transactions”).

Transaction Price. The total price paid by the Buyer in respect of each Transaction performed through the Service.

CONTACT US

If you have any questions relating to these Terms of Use, your rights and obligations arising from these Terms and/or your use of the Site and the Services, your Account, or any other matter, please contact office@embily.com.)