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S2N Ventures, LLC d/b/a EMCE
Terms of Service
Last Updated: January 24, 2024

This Terms of Service (“Agreement”) is a legal agreement between you (“you,” “your,” or “Customer”) and S2N Ventures, LLC d/b/a EMCE (“EMCE,” “we,” “us,” or “our”) that governs your access to and use of:

  • The “EMCE” software applications (including any related mobile or desktop apps),
  • The EMCE website and platform available at https://emce.app, https://ca.emce.app, or any other web properties owned or operated by EMCE (collectively, the “Web App”),
  • And any related services, resources, content, information, and communications (collectively, the “Service” or “Services”).

Please read this Agreement carefully. By creating an account, accessing or using any part of the Service, or otherwise indicating your assent, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, you must not access or use the Service.

1. Scope of Agreement and Incorporation by Reference

  1. Agreement to be Bound
    By accessing or using the Service, you represent that (a) you are at least 18 years old and have the legal capacity to form a binding contract, and (b) if you are using the Service on behalf of an organization, you have the authority to bind that organization to this Agreement.

  2. Related Documents
    Your use of the Service is subject to the following policies, which are incorporated into this Agreement by this reference:

    We may update these policies from time to time without notice, and any such changes will be effective upon posting. You agree to review them regularly to stay informed of any updates.

2. License Grant

  1. Limited License
    Subject to your compliance with this Agreement, EMCE grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service (including any Licensed Application, as defined below) for your internal non-commercial use. This Agreement does not convey any ownership or title to the Service or its underlying intellectual property.

  2. Licensed Application
    If you download or install any EMCE mobile or desktop application (the “Licensed Application”), you may use it solely in object code form for your personal or authorized organizational use. You shall not distribute, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Licensed Application except to the extent expressly permitted by law notwithstanding this limitation.

  3. Third-Party App Stores
    Where the Licensed Application is obtained through a third-party app store (e.g., Apple App Store, Google Play Store), additional terms and conditions may apply. Such terms are provided at the end of this Agreement, or via the respective app store, and are incorporated herein by reference.

3. Restrictions

  1. Prohibited Conduct
    You agree not to:

    • Rent, lease, lend, sell, redistribute, or sublicense the Service.
    • Copy, modify, adapt, translate, create derivative works of, decompile, or reverse engineer the Service or any part thereof, except where explicitly allowed by law.
    • Circumvent or disable any security or technical features of the Service.
    • Use the Service for any illegal or unauthorized purpose or in violation of any applicable laws, including export control laws.

  2. Acceptable Use
    Your use of the Service is also governed by our Acceptable Use Policy. Any violation of the Acceptable Use Policy constitutes a breach of this Agreement and may result in the immediate suspension or termination of your right to use the Service.

  1. Data Collection and Use
    Your use of the Service is subject to EMCE’s Privacy Policy, which explains how we collect, use, and safeguard your personal data. EMCE may collect technical information about your devices, systems, and usage in order to provide and improve the Service.

  2. User Content
    If you upload, submit, or otherwise transmit any data or content through the Service, you represent and warrant that you have all necessary rights and consents to do so. You grant EMCE a limited license to use, reproduce, distribute, and display your content solely for the purpose of providing and improving the Service.

  3. De-Identified and Aggregated Data
    EMCE reserves the right to compile and use de-identified and/or aggregated data derived from user interactions with the Service for legitimate business purposes, including analytics, product improvement, benchmarking, and reporting, provided that such data does not identify you or any individual.

5. Proprietary Rights

  1. Ownership
    EMCE, its affiliates, and/or their respective licensors own all right, title, and interest in and to the Service, including all intellectual property rights. Nothing in this Agreement shall be construed to grant you any ownership interest in the Service or its content.

  2. Feedback
    If you submit suggestions, ideas, or other feedback to EMCE, you agree that EMCE may freely use, copy, modify, distribute, and otherwise exploit such feedback for any purpose, commercial or otherwise, without compensation or acknowledgement to you.

6. Payments

  1. Free Companion Applications
    The EMCE iOS, macOS, and Android applications (the “Apps”) are provided free of charge as companion apps for accessing EMCE’s platform. These free applications allow students to capture evaluations and track progress toward educational requirements without cost. They do not offer or facilitate in-app purchases for EMCE Pro. All EMCE Pro fees are handled outside the Apps, either through our web app or by invoice.

  2. EMCE Pro

    • Scope: EMCE Pro enables additional features required by educational institutions, including scheduling, advanced reporting, and technical support. Some institutions cover EMCE Pro costs as part of tuition, while others may require students to pay out-of-pocket (similar to books or other supplies). Unless otherwise stated, all prices are in USD or CAD, and charged per student, per cohort.
    • Modifications: EMCE reserves the right to revise its pricing or introduce new fees. Current pricing is available via the Pricing section of this site.

  3. Payment Methods

    • No In-App Purchases: EMCE Pro is not sold or billed through the Apple App Store or Google Play Store. Because the Apps are offered solely as companions, Apple Inc. and Google LLC have no responsibility for EMCE Pro purchases, refunds, or customer support related to fees.
    • Shop Access via Web App: Individual students and institution administrators wishing to purchase EMCE Pro online must do so through the Shop screen of our web app—available at https://emce.app (for US customers) or https://ca.emce.app (for Canadian customers).
    • Online/Electronic Payments: Payments made via credit/debit card or bank (ACH) transfer will be processed by Stripe, Inc. (“Stripe”), our third-party payment processor. EMCE does not store or have direct access to your full credit card or bank account details. Stripe collects and processes all payment information in accordance with its own Privacy Policy and Terms of Service. By submitting your payment information, you authorize Stripe to charge your card or bank account for all applicable fees owed to EMCE.
    • Invoice Payment: Institutional customers may request invoice billing. Unless otherwise agreed in writing, all invoices are due and payable in full within thirty (30) days of the invoice date (NET 30). Any alternative payment schedule must be documented in a separate, written agreement.

  4. Prohibition on Withholding Payment

    • Cybersecurity Vetting: Withholding or delaying payment on the grounds of a cybersecurity or IT vetting process is expressly prohibited under these Terms. EMCE Pro is designed for use on devices not owned or controlled by your institution, and the Service is not subject to additional institutional vetting or control beyond reviewing publicly available materials (e.g., our Trust Center). Any attempt by an institution or its IT department to withhold payment for EMCE Pro on this basis is deemed a material breach of these Terms.
    • Rationale & Disclaimer: The responsibility for ensuring your institution’s cybersecurity requirements remain an internal matter between you (or your institution) and its IT department. EMCE provides extensive security documentation through our Trust Center and holds SOC 2 Type II certification. However, your institution’s internal review process—whether for vendor risk assessments or otherwise—does not supersede your contractual obligation to pay for EMCE Pro when amounts become due. Because EMCE Pro functions on devices outside the direct control or ownership of your institution, the institution’s vetting process cannot be invoked to suspend, delay, or revoke payment.
    • Security Information: Institutions or IT departments seeking further information about EMCE’s security posture are welcome to request access to our Trust Center at any time by emailing requests@emce.help. This access is the sole means for conducting a security review. No additional questionnaires, forms, or external materials are recognized or completed by EMCE.

  5. Late Payments
    In the event of late payment, EMCE reserves the right to (a) charge interest in accordance with applicable laws, (b) suspend access to EMCE Pro services, or (c) terminate access to EMCE Pro services.

  6. Taxes
    Unless otherwise indicated, fees do not include taxes. You are responsible for any applicable taxes, duties, or levies, unless you provide valid documentation verifying your tax-exempt status.

  7. Refunds and Credits
    Unless otherwise stated or required by law, fees (including prepaid amounts) are non-refundable. If EMCE, in its sole discretion, determines that you are entitled to a refund or credit, we will provide such refund or credit as we deem appropriate.

7. Wireless Access Charges

Certain Licensed Application functions and Services require data access. Your mobile carrier may charge data fees in connection with your use of the Licensed Application. You are solely responsible for any such data access or other charges.

8. No Guarantee of Continued Use or Availability

EMCE may modify, update, supplement, discontinue, remove, or disable access to all or part of the Service at any time and without notice. EMCE will not be liable to you or any third party for any such actions. Certain functions of the Service may become unavailable if you do not install updates or upgrades that EMCE makes available.

9. Security and Cybersecurity

  1. Confidential Security Information To safeguard the confidentiality and integrity of our platform, EMCE does not disclose specific details about its internal security posture, infrastructure, or policies via email. All such information is available exclusively through our Trust Center, as described below.

  2. SOC 2 Certification
    EMCE maintains SOC 2 Type II certification, adhering to industry-recognized standards for information security, availability, and confidentiality.

  3. Scope of EMCE’s Security Obligations
    While EMCE employs rigorous security measures consistent with SOC 2 Type II standards, we do not assume total responsibility for the security of your own systems or credentials. Customers and end users share responsibility for safeguarding access to EMCE services, including maintaining the confidentiality of usernames, passwords, and other account information.

  4. Trust Center

    • Documentation & Resources: EMCE provides detailed information regarding its security controls, audits, and certifications through its Trust Center.
    • Access Requests: Institutional IT departments or other authorized representatives may request access to the Trust Center by emailing requests@emce.help.

  5. Internal Questionnaires & Third-Party Assessments

    • No External Forms: EMCE does not recognize or complete external security questionnaires, forms, spreadsheets (e.g., HECVAT), or other third-party assessments.
    • Exclusive Resource: Our Trust Center is the sole method by which EMCE provides security and compliance documentation. Any requirement for additional forms is disclaimed and nonbinding.

  6. Disclaimer of Complete Guarantee
    Although we strive to maintain robust security controls and continually monitor our systems, no method of electronic storage or data transmission is completely infallible. EMCE cannot guarantee absolute security of your data and disclaims liability for unauthorized access that occurs despite our safeguards.

  7. Disclosure of Vulnerabilities
    EMCE encourages responsible disclosure of any security vulnerabilities in accordance with the guidelines outlined in our Trust Center. We reserve the right to determine how and when to respond to any reported issues.

10. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING ANY LICENSED APPLICATION) IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. EMCE, ITS AFFILIATES, AND LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EMCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

  1. Exclusion of Certain Damages
    TO THE EXTENT NOT PROHIBITED BY LAW, EMCE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, GOODWILL, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2. Liability Cap
    IN NO EVENT WILL EMCE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO EMCE FOR THE SPECIFIC SERVICE AT ISSUE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

  3. Basis of the Bargain
    You acknowledge that EMCE has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, which allocate risk between the parties and form an essential basis of the bargain.

12. Indemnification

You agree to indemnify, defend, and hold EMCE, its affiliates, and their respective officers, directors, employees, agents, and licensors harmless from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to (a) your breach of this Agreement, (b) any claim that user-submitted content infringes any third-party rights, (c) your violation of any law or regulation in connection with your use of the Service, or (d) your use of the Service in violation of this Agreement.

EMCE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.

13. Export Restrictions

You may not use or otherwise export or re-export the Licensed Application, except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.

14. App Store Terms

  1. Apple App Store
    If the Licensed Application is downloaded from the Apple App Store, you acknowledge that this Agreement is between you and EMCE, not Apple. Apple has no obligation to furnish any maintenance or support services. In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application (if any). To the maximum extent permitted by law, Apple will have no other warranty obligation. Apple is not responsible for addressing claims by you or any third party relating to the Licensed Application (including product liability, consumer protection, or intellectual property claims). Apple and its subsidiaries are third-party beneficiaries of this Agreement.

  2. Google Play Store
    If the Licensed Application is downloaded from the Google Play Store, your use of the Licensed Application must comply with the then-current Google Play Store Terms of Service. Google is only a provider of the platform where you obtained the Licensed Application. EMCE, not Google, is solely responsible for the Licensed Application and its content.

15. Changes to this Agreement

EMCE may make changes to this Agreement at any time by notifying you of the change, including by posting a revised Agreement on or within the Service, or by sending you an email or other electronic notification. Your continued use of the Service after any such changes constitutes your acceptance of the new terms. If you do not agree to the revised terms, you must cease using the Service.

16. Termination

  1. Termination by EMCE
    EMCE may suspend or terminate your access to the Service at any time, with or without notice, for any or no reason, including if you violate this Agreement or the Acceptable Use Policy.

  2. Termination by You
    You may stop using the Service at any time. If you wish to terminate your account, you may do so by contacting EMCE via the contact information below or through the Service if such functionality is available.

  3. Effect of Termination
    Upon termination, your right to use the Service immediately ceases. Sections of this Agreement that by their nature should survive will survive termination, including but not limited to Proprietary Rights, No Warranty, Limitation of Liability, and Indemnification.

17. Governing Law and Venue

To the extent not prohibited by law, this Agreement and any disputes arising hereunder shall be governed by the laws of the State of Minnesota, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Hennepin County, Minnesota, for resolution of any lawsuit or court proceeding permitted under this Agreement.

18. Miscellaneous

  1. Waiver
    No failure or delay by EMCE to exercise any right under this Agreement shall be deemed a waiver of that or any other right.

  2. Severability
    If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

  3. Assignment
    You may not assign or transfer this Agreement or any of your rights or obligations hereunder without EMCE’s prior written consent. EMCE may freely assign this Agreement.

  4. Entire Agreement
    This Agreement, together with the Privacy Policy, Acceptable Use Policy, and any other documents expressly incorporated by reference, constitutes the entire agreement between you and EMCE regarding your use of the Service and supersedes all prior agreements, written or oral, relating to the subject herein.

  5. Contact Information
    You may contact EMCE directly with any questions or comments via the Contact section of this site or by writing to:

    S2N Ventures, LLC d/b/a EMCE
    PO Box 270697
    Saint Paul, MN 55127
    U.S.A.