Terms of Service

S2N Ventures, LLC d/b/a EMCE
Terms of Service
Last Updated: September 23, 2026

These Terms of Service (this “Agreement”) are 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 Related Documents

1. Eligibility and Agreement to be Bound
   Independent users and anyone accepting contractual obligations must be at least 18 and have legal capacity under applicable law. An educational institution, EMS agency, or other organization that uses the Service to manage its educational program is an “Institution.” Students aged 13 or older who lack that capacity may use EMCE only through an Institution that authorizes and supervises their educational access and whose authorized adult representative is responsible for the Institution’s obligations under this Agreement. Any purchase of EMCE Pro for such a student must be made by the Institution or by the student’s parent or guardian, not by the student. The Institution must provide required notices and obtain parent or guardian consent or acceptance where required by law; school authorization does not replace parental consent where that consent is legally necessary. A minor’s click alone is not the basis for binding the Institution or imposing adult contractual obligations on the minor. Children under 13 may not use the Service.

   EMCE does not require users to provide a date of birth and does not independently verify their ages. These are eligibility requirements, not a representation that EMCE has age-verified each account. Independent users are responsible for meeting the applicable requirements. An Institution authorizing student access is responsible for confirming that its students meet those requirements and for obtaining any required parent or guardian involvement. The Institution need not send EMCE a student’s date of birth to fulfill this obligation. If you learn that an account does not meet these requirements, promptly notify EMCE.

   If you accept on behalf of an organization, you represent that you have authority to bind it. EMCE retains its own obligations under applicable child and student privacy laws. Institutions must provide age-appropriate supervision; availability of an EMCE account does not make every AI feature or third-party integration suitable or authorized for a minor. Such features may have additional age and safety requirements.

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

   • Privacy Policy at https://emceapp.com/privacy, which describes how we collect, use, and protect your personal data.
   • Acceptable Use Policy at https://emceapp.com/use, which outlines permitted uses of the Service and additional usage restrictions.

   Changes are governed by Section 15. A Privacy Policy explains our processing practices; accepting these Terms is not blanket consent to every use or disclosure of personal information.

3. Institutional Authority and Priority
   The Institutional Education Data Terms in Section 4A and the published Data Processing Addendum form part of this Agreement for Institutions. They apply to every Institution whose students, faculty, or staff use the Service, from the Institution’s first use, whether or not the Institution has separately accepted or signed anything; no separate DPA signature or acceptance is required, and an Institution’s authorized representative accepting this Agreement on its behalf confirms rather than creates that application. For existing Institutions, Section 15 and applicable law govern notice of new or revised terms. A student’s acceptance does not bind the Institution or authorize disclosure of other students’ records. Where an agreement must be accepted in the product on the Institution’s behalf, such as the MCP Data Sharing Addendum, the person accepting represents that they hold the authority to bind the Institution; an app role does not by itself create that authority.

   The Data Processing Addendum controls over these Terms to the extent of an express conflict concerning data processing, without requiring a separate signature. An additional addendum executed by EMCE under Section 1.4 controls to the extent of an express conflict within its scope. Section 4A controls over general data-use, feedback, security-review, and termination provisions for Education Data. The separately accepted MCP Data Sharing Addendum governs MCP-specific access and sharing; it does not authorize prohibited health information or remove Section 4A’s education-data protections. The Acceptable Use Policy supplements these Terms. Its restriction on third-party personal information does not prohibit authorized student, faculty, or preceptor information needed for the educational Service.

4. Standard Terms; No Customer-Specific Agreements
   EMCE provides the Service to every customer on these published Terms. Section 4A is EMCE’s written data-processing commitment to every Institution, and Section 4B states that the Service does not receive protected health information. EMCE does not negotiate or execute customer-specific agreements, including data processing agreements, business associate agreements, security or privacy addenda, or terms attached to purchase orders, and does not complete security questionnaires or third-party assessments (Section 9). The one exception: where an Institution identifies a statute or regulation that applies to its records and requires specific written terms not already provided in Section 4A, EMCE will provide its own standard addendum meeting that requirement. Institutional policies, procurement preferences, and vendor forms are not such a requirement. EMCE’s published Data Processing Addendum supplements Section 4A and is incorporated into this Agreement. An Institution that needs an executed copy may request EMCE’s standard Addendum at requests@emce.help; a separate signature is not a condition of its application under Section 1.3.

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 personal educational use or your Institution’s internal educational and administrative 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.
   • Use the Service, its content, or any data obtained through it, directly or indirectly, to train, fine-tune, evaluate, or improve any artificial-intelligence or machine-learning model, or to build a dataset for that purpose. This restriction does not limit EMCE’s own AI features operating as described in Section 4C, or an Institution’s internal use of its own Education Data under Section 4A.
   • Access the Service by automated means, including scrapers, bots, or software agents, except through interfaces EMCE provides for that purpose, such as exports and, where enabled, MCP access under Section 4C.3.

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.

3. Assessments and Academic Integrity
   An “Assessment” is any exam, quiz, practice test, question, skills or patient-encounter evaluation, simulation scenario, rubric, or answer key delivered through the Service, whether authored by EMCE, by an Institution, or generated by an AI feature.

   Confidentiality of Assessment content. Assessment content that EMCE provides, including question banks, practice exams, scenarios, rubrics, and answer keys, is EMCE’s confidential and proprietary information and is protected as a trade secret. Assessment content an Institution authors remains the Institution’s, subject to the same integrity rules while it is in the Service. You may not copy, photograph, screen-capture, record, transcribe, reconstruct from memory, share, post, or otherwise disclose Assessment content outside the Service, or use it on another platform, except as the Institution that owns it permits for its own program.

   Taking an Assessment. You must complete each Assessment personally, unless the Institution has authorized collaboration. You may not have another person take or assist with an Assessment on your behalf, or take one on behalf of another person; use notes, devices, earpieces, smart glasses, remote-access or screen-sharing software, or artificial- intelligence tools during an Assessment unless the Institution expressly permits them; or attempt to disable, evade, or tamper with timing, navigation, lockdown, or monitoring features.

   Integrity monitoring. The Service records integrity-relevant events for an Assessment and makes them available to the Institution: start, completion, and abandonment times; response time per question; attempt counts; and, for a closed-book exam, the number of times the app was sent to the background or a screenshot was attempted. During a closed-book exam the app also blanks the screen when it loses focus or detects a screenshot attempt. If the Institution enables a proctoring or recording feature, EMCE will present a separate notice describing what is recorded, and any required acknowledgment, before the session begins. Nothing in this Agreement authorizes the collection of biometric identifiers.

   Consequences and review. The Institution determines the academic consequences of a suspected violation, such as invalidation of a result, a retake, or discipline, under its own policies, and provides the student’s opportunity to respond. EMCE may flag suspected violations to the Institution, may withhold or invalidate a result on EMCE-provided Assessment content where it has a reasonable, documented basis after human review, and may suspend an account under Section 16. EMCE does not invalidate results by automated decision alone. EMCE reports suspected violations to a regulator, licensing body, or law enforcement only where applicable law requires or the Institution directs.

4. Customer Content and Data Use

1. Your Content
   You and the applicable rights holders retain ownership of content submitted to the Service (“Customer Content”). You must have authority to submit it and instruct its processing. You grant EMCE only the rights needed to host, process, transmit, and display that content to provide, secure, support, and maintain the Service as authorized by you or your Institution. This is not a license to sell your content or use Education Data for unrelated product development or advertising.

2. Personal Information
   Our Privacy Policy describes information collection, purposes, recipients, retention, and individual rights. Institution-directed processing is additionally subject to Section 4A and any applicable data processing agreement. A user’s account consent does not replace an Institution’s required legal authority for processing student records.

3. De-identified Information
   We may use aggregate or de-identified information for service analytics, improvement, benchmarking, and educational reporting only where the applicable agreement and law permit. Removing names or replacing them with codes is not necessarily de-identification. We must reasonably determine that individuals cannot be identified, including through combinations with other reasonably available information, maintain that protection, and prohibit recipients from re-identifying the information. Information that remains identifiable is subject to the protections in this Agreement. This provision does not establish HIPAA de-identification of patient-encounter records.

4A. Institutional Education Data Terms

1. Scope and Instructions
   “Education Data” means Customer Content and related personal information EMCE maintains on an Institution’s behalf about its students and their educational activities, including profiles, evaluations, scores, attendance, schedules, faculty notes, and associated AI inputs and outputs. The Institution determines the educational purposes, authorized users, and permitted disclosures. EMCE processes Education Data only to provide the Institution’s requested educational and administrative services, under its documented instructions, or as required by law. These Terms, the Institution’s authorized settings, and any applicable written agreement document those instructions. Actions taken in the Service by the Institution’s authorized users within their roles, including exports, sharing links, integrations, and connected applications, are the Institution’s instructions to EMCE. EMCE will notify the Institution if we believe an instruction violates applicable privacy law and may suspend the affected processing while it is resolved.

2. FERPA School-Official Relationship
   Where the Family Educational Rights and Privacy Act (“FERPA”) applies and the Institution relies on its school-official exception, EMCE acts as an outsourced school official performing functions the Institution would otherwise perform through employees. EMCE is under the Institution’s direct control regarding the use and maintenance of education records and is subject to FERPA’s use and redisclosure limits in 34 C.F.R. § 99.33. Access must be limited to legitimate educational interests. The Institution must determine that the arrangement meets 34 C.F.R. § 99.31(a)(1), including the criteria in its annual FERPA notice, or establish another lawful basis for disclosure. These Terms alone do not make every customer or every disclosure FERPA-compliant.

3. Purpose Limits and Confidentiality
   EMCE will not sell Education Data, use it for targeted advertising, build unrelated commercial profiles of students, or use it to train or fine-tune general-purpose AI or machine-learning models. Personnel with access must need it for the authorized services and be subject to confidentiality obligations. EMCE will not redisclose Education Data except as instructed by the Institution and permitted by applicable law, or as legally required. Where legally permitted, EMCE will notify the Institution of a compulsory disclosure request so it can respond.

4. Service Providers and Institutional Oversight
   EMCE may engage service providers, including AI providers, to perform authorized functions. Providers receiving Education Data must be bound by written confidentiality, security, purpose, and redisclosure restrictions consistent with this section. EMCE remains responsible for their performance of these obligations. Institutions may request information about providers and processing, direct correction, export, or deletion of their Education Data, and obtain information reasonably needed to assess our compliance. We will cooperate with oversight required by law. Where a statute or regulation applicable to the Institution’s records requires written terms beyond this Section, Section 1.4 applies.

5. Student Rights and Records
   The Institution manages requests to inspect or amend education records and determines applicable retention requirements. EMCE will assist it in responding within legally required time limits. Faculty notes shared or maintained in the Service may be education records; labeling them “private” does not make them exempt from a student’s inspection rights. Account closure does not by itself require deletion of institutional records, and records must not be destroyed while an applicable inspection request is outstanding. Nothing in these Terms waives student or parent rights under applicable law. FERPA rights ordinarily belong to parents until the student turns 18 or attends a postsecondary institution at any age; the Institution must identify the appropriate rights holder, including for dual-enrollment records.

6. Security, Incidents, and End of Service
   EMCE will maintain reasonable administrative, technical, and physical safeguards appropriate to Education Data. We will notify the Institution without undue delay after becoming aware of unauthorized access to or disclosure of its Education Data, and sooner where law or an applicable agreement requires, and cooperate with investigation, remediation, and required notices. At the Institution’s lawful request or the end of the relevant services, we will provide a reasonable opportunity to export Education Data and return or delete it under the applicable agreement and retention requirements. Any legally retained or residual backup data remains protected, restricted from ordinary use, and subject to deletion when the applicable retention requirement or backup cycle ends.

7. Partner Schools and Secondary Students
   Where the Institution provides instruction to students of another school, district, or program under an agreement with that organization (for example, a college teaching an EMT course to a school division’s high-school students), the Institution is responsible for confirming that its use of the Service, and any disclosure it directs through exports, integrations, or connected applications, is permitted by that agreement and by the student-privacy laws that apply to those records. Such agreements commonly require the school’s or a parent’s written authorization before records are shared with a third party. EMCE treats those records as Education Data of the Institution. Where an applicable K-12 student-privacy law requires records to be returned or deleted within a fixed period after the relationship ends, EMCE will do so on the Institution’s instruction within that period.

4B. No Protected or Identifiable Health Information

Do not enter, upload, transmit, or otherwise disclose protected health information (“PHI”) regulated by HIPAA, or identifiable patient or other personal health information protected by Canadian or other applicable privacy laws, through EMCE. This applies to structured fields, narratives, faculty notes, attachments, images, audio, support requests, AI prompts, and connected applications.

The Service supports education and competency documentation; it is not a patient chart, electronic health record, clinical decision system, or emergency service. The patient-encounter fields record what a student did and how well, for the student’s own education record; they are not patient care documentation and must be completed without patient identifiers as described below. Because the Service is neither designed to receive PHI nor permitted to, EMCE is not a business associate of any HIPAA covered entity, no business associate agreement is required for permitted use of the Service, and EMCE does not execute one. If an organization’s intended use would require a business associate agreement, the Service is not suitable for that use. A patient’s consent, an Institution’s instruction, or enabling an AI or MCP feature does not create an exception to this contractual prohibition.

HIPAA uses the defined term PHI. Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) regulates personal information more broadly, including sensitive health information; provincial and territorial privacy and health-information laws may also apply. Our prohibition covers identifiable patient health information regardless of whether a particular user is a HIPAA covered entity.

Do not include patient names, initials, contact details, record numbers, identifying photographs, or combinations of details that could identify a patient. Removing a name alone is insufficient. An evaluation’s date and clinical site are education-record fields the Service needs; combined with a rare condition, an unusual circumstance, or narrative detail, they can identify a patient. Keep narratives, comments, notes, attachments, and AI prompts free of anything that would let a reader single out the patient. EMCE does not represent that its structured encounter fields automatically meet HIPAA Safe Harbor or any other legal anonymization standard. For real encounters, the Institution must establish an appropriate lawful de-identification practice before entry; where a detail cannot be de-identified, omit it. Use fictional patients for practice and simulation. Do not attempt re-identification.

If prohibited information is entered, stop further sharing and promptly notify your Institution and requests@emce.help. Describe the affected record and issue without repeating the health information in email. EMCE may restrict access, quarantine, or remove the content and will coordinate appropriate remediation and any legally required notices. The prohibition does not eliminate obligations that applicable law imposes if such information is received.

4C. AI Features and Connected Applications

1. Built-in AI
   EMCE offers AI-assisted educational features that use large language models (“LLMs”), currently including PreceptoBot (evaluation documentation and tutoring assistance), EMS Oracle (study assistance), Eval Studio (evaluation-form creation), AI-generated Learning Center content (clinical pearls, study cards, and practice exams), and simulation-scenario generation. Depending on the feature, an AI provider may process your typed prompts, voice recordings, uploaded files and images, conversation history, and relevant educational context, including the evaluation being edited and the names of the people on it, to generate a response. Each of these features is enabled or disabled by the Institution for its organization or organizational units; use only features your Institution has enabled and submit only information needed for the task. AI provider terms may restrict use of their services by persons under 18; an Institution that enrolls minors is responsible for confirming that a feature is permitted for those students before enabling it, and may disable it for the affected organization or unit. The Privacy Policy explains these processing paths. Education Data remains subject to Section 4A; enabling AI does not authorize unrelated training, advertising, or disclosure.

2. Human Review and Permitted Reliance
   AI outputs can be inaccurate, incomplete, biased, or fabricated, including apparently credible references. Review outputs against source records and appropriate professional materials before saving, sharing, or acting on them. AI does not replace an instructor, preceptor, licensed clinician, or the Institution’s judgment. Do not use AI output as the sole basis for grading, admission, progression, graduation, discipline, certification, employment, patient care, or other consequential decisions about a person. Institutions remain responsible for qualified human review, applicable notices, and opportunities to challenge decisions. AI outputs may be similar to others’ outputs; no exclusivity or freedom from third-party rights is promised.

3. MCP Server Access and Separate Addendum
   If EMCE makes Model Context Protocol (“MCP”) access available, allowing an Institution to connect AI assistants and other software to its own EMCE data, it requires separate organizational opt-in and acceptance of the applicable MCP Data Sharing Addendum by a Director of the Institution who has authority to bind it. These Terms do not enable MCP access.

   Under the initial read-only offering, only authorized Administrator and Director profiles may connect an application, with each authorization tied to one profile and Institution. Available categories include organization and course information, profile names and emails, evaluation scores and structured encounter details, workflow history, and authorized calendar and attendee information. Evaluation comments, patient-encounter narratives, and faculty notes each require a separate organizational opt-in and are off by default. Students of other organizations who appear on shared events are identified only by role, not by name. Files and attachments are excluded, and connected applications cannot change EMCE records through this interface.

   The Addendum specifies the sharing options, acceptance records, suspension, revocation, and reacceptance requirements. It limits use to the Institution’s internal educational and administrative purposes and restricts resale, services for third parties, cross-organization data combination, and model development for others. Nothing in it permits PHI.

4. Institution-Selected Recipients
   A connected application selected by the Institution is a separate recipient, not automatically EMCE’s service provider or a FERPA school official. Before authorizing it, the Institution must establish lawful disclosure authority and appropriate vendor terms covering permitted use, confidentiality, training, retention, security, and further sharing. Use an institution-approved account and agreement; a personal account’s default terms may be unsuitable for education records. An administrator’s authorization is not a student’s FERPA consent. Read-only access still discloses data and permits recipients to retain copies. Revocation stops future authorized access; it does not retrieve or delete data already received. The Institution must address those copies with the recipient. EMCE remains responsible for its own disclosure and security obligations.

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
   This feedback license excludes Customer Content and Education Data. 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 for future purchases, with notice before they apply. Changes do not retroactively increase agreed prepaid fees. Current pricing is available on our Pricing page.

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. Institutional Review and Payment
   Institutions should complete any procurement or security review before purchasing. A review, or a request for documentation, a questionnaire, or an agreement that EMCE declines under Section 1.4, does not extend a payment deadline, suspend EMCE’s rights under Section 6.5, or constitute a billing dispute. A billing dispute is a good-faith objection to the accuracy of an invoice, raised in writing before its due date. Enrolling students or issuing a purchase order confirms that any procurement or security review the Institution requires was completed or waived before use began. This provision does not restrict oversight required by law or nonwaivable legal rights. Security documentation is available through our Trust Center; request access at requests@emce.help.

5. Late Payments
   If an undisputed invoice is more than thirty (30) days past due, EMCE may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and may place the Institution’s organization in restricted mode on ten (10) days’ written notice to the billing contact. In restricted mode, existing records remain viewable and exportable, but new evaluations, scheduling, AI features, and new student enrollment are suspended until the balance is paid. Restricted mode does not suspend EMCE’s obligations under Section 4A. EMCE may terminate access under Section 16 if the balance remains unpaid sixty (60) days after that notice. Where a prompt-payment statute applies to the Institution, its interest and deadlines apply in addition to this Section.

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

We may update or change the Service. Where reasonably practicable, we will provide advance notice of a material reduction or discontinuation affecting paid services and a reasonable opportunity to export institutional data. Urgent security, legal, or operational issues may require immediate action. Any applicable written service commitments and nonwaivable legal remedies remain in effect. Some features require installing current app updates.

9. Security and Cybersecurity

We maintain reasonable safeguards appropriate to the information processed. Our Trust Center provides information about security controls and available independent assurance reports, including the scope and period of any SOC 2 Type II examination. A SOC 2 report is an attestation report, not a guarantee of security or certification of compliance with every law.

You are responsible for safeguarding your credentials and devices, restricting access to authorized users, and promptly reporting suspected misuse. Institutions must keep assigned roles and access permissions current.

Request Trust Center access or report security concerns to requests@emce.help. The Trust Center, including our most recent SOC 2 Type II report and any bridge letter, is the sole means by which EMCE provides security and compliance documentation. EMCE does not complete security questionnaires, vendor-assessment forms (such as HECVAT), or other third-party assessments, and does not sign customer-specific security addenda (Section 1.4). This does not limit information or cooperation that Section 4A or applicable law requires. No system is completely secure; this fact does not excuse our contractual or statutory security and notification duties.

10. No Warranty

EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT OR AN EXECUTED AGREEMENT, AND 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. Nonwaivable Rights
   These exclusions and limits apply only to the extent permitted by law. They do not exclude liability that cannot lawfully be excluded or limit privacy rights, regulatory powers, or remedies that cannot be waived.

4. 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

To the extent permitted by law, 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.

This obligation does not apply to the extent a claim results from EMCE’s own breach, negligence, or willful misconduct, or where a public Institution is legally prohibited from giving an indemnity.

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

We will post revised Terms with an updated date. For material changes, we will provide reasonable advance notice through the Service or by email, explain when the changes take effect, and obtain renewed acceptance where required. Changes needed to address an urgent legal or security issue may take effect sooner with notice as appropriate. Changes apply prospectively and do not override the amendment requirements of an addendum executed under Section 1.4.

A change to a privacy notice or continued use alone does not authorize a new use of Education Data or replace legally required consent. Material changes to institutional data-processing instructions require the Institution’s authorization. MCP-specific reacceptance is governed by its Addendum. If you do not accept revised Terms, you may stop using the Service, subject to applicable payment, export, retention, and nonwaivable legal rights.

16. Termination

1. Termination by EMCE
   EMCE may suspend or terminate access for a material breach, nonpayment, unlawful use, or a security threat. Where practicable, we will give notice and an opportunity to resolve the issue; urgent risks may require immediate restriction. Other termination rights in an addendum executed under Section 1.4 remain applicable. Institutional export, retention, and deletion are governed by Section 4A and applicable law.

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 Sections 4A and 4B, Proprietary Rights, No Warranty, Limitation of Liability, and Indemnification.

17. Governing Law and Venue

Mandatory consumer protections and public-institution legal restrictions remain applicable. 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, subject to the priority rules in Section 1. It is not modified by a purchase order, vendor form, or institutional terms; only an addendum executed by EMCE under Section 1.4 modifies it.

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

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