Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the EmbayLMS website at embaylms.com, the free workspace signup, and the EmbayLMS application at app.embaylms.com, provided by Embay Consulting Inc. (“Embay”, “we”, “us”). By accessing or using the service, you agree to these Terms. Paid enterprise use is additionally governed by a separate Master Services Agreement (MSA) and Data Processing Addendum (DPA).

1. Acceptance

By creating an account, signing up for a workspace, or otherwise using the service, you accept these Terms on your own behalf and, where you act for an organization, on that organization’s behalf, and you confirm you have authority to bind it.

2. The website and free workspace

Our website provides information about EmbayLMS and lets you sign up for a free workspace. We may modify, suspend, or discontinue any part of the website or a free workspace at any time.

3. Accounts and workspaces

• You agree to provide accurate, current, and complete information when registering.
• You are responsible for the security of your credentials and for activity under your account.
• You must notify us promptly of any unauthorized use of your account.

4. Plans, trials, and billing

• Paid plans are priced per active user, billed in Canadian dollars (CAD).
• Paid plans include a 1-month (30-day) free trial; no charge occurs until the trial ends.
• Billing is processed by Stripe. Card details are entered only into Stripe-served payment UI (hosted pages or embedded Stripe iframes) and are stored by Stripe — they never touch EmbayLMS servers and we never store your card number (PCI DSS SAQ A / A-EP, QSA determination pending).
• Applicable Canadian taxes (GST/HST) are added to invoices.
• Upgrades are prorated for the current period; downgrades take effect at the end of the current billing period.

5. Acceptable use

You agree not to:

• Upload or distribute unlawful, infringing, or harmful content, or malware;
• Reverse engineer, decompile, or attempt to derive the source code of the service;
• Scrape, crawl, or harvest data except through documented APIs within rate limits;
• Interfere with the security or integrity of the service or other customers’ data;
• Resell or provide the service to third parties except as expressly permitted.

6. Customer data and the DPA

You retain all rights in the data you and your users submit to the service (“Customer Data”). For personal information in Customer Data, you are the controller and Embay is your processor. Our processing commitments are set out in our Data Processing Addendum, which is incorporated into these Terms for accounts that process personal information.

7. Intellectual property

The service, including its software, design, and content (excluding Customer Data), is owned by Embay or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the service during your subscription, subject to these Terms.

8. Third-party services

The service integrates with third-party providers (for example, Zoom, single sign-on identity providers, and Stripe). Your use of those services is subject to their own terms, and we are not responsible for third-party services.

9. Disclaimers

The service is provided “as is” and “as available”, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

10. Limitation of liability

To the maximum extent permitted by law, Embay will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Our aggregate liability arising out of or related to the service is limited to the amounts you paid us for the service in the twelve months preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify and hold Embay harmless from claims arising out of your Customer Data, your use of the service in breach of these Terms, or your violation of applicable law or third-party rights.

12. Term and termination

• These Terms apply while you use the service.
• Either party may terminate a subscription in accordance with the applicable order or MSA.
• On termination, we offer an export of your Customer Data first; tenant data becomes read-only 30 days after termination and is purged 90 days after termination.

13. Governing law and disputes

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts of the Province of Quebec (district of Montreal) have exclusive jurisdiction over any dispute, subject to any mandatory consumer-protection rights.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by the “last updated” date above and, where appropriate, communicated to affected customers. Continued use after changes take effect constitutes acceptance.

15. Contact

For questions about these Terms, contact legal@embaylms.com.