Terms Partners

Ember Advertising Network Terms of Use

Effective Date: January, 2025

These Terms of Use (“Terms”) govern the relationship between Ember Holdings Limited (“Ember” or “Us”), a private limited company incorporated under the laws of Hong Kong, and its clients (“Advertiser(s)” or “You”), for the facilitation and provision of advertising and marketing services via Ember’s advertising network and its authorized third-party service providers (collectively, the “Services”). By utilizing Ember’s services, Advertisers agree to comply with and be bound by these Terms. If an Advertiser does not agree to these Terms, they must immediately cease using Ember’s services.
These Terms become effective immediately upon the acceptance of its Terms by the Advertiser, regardless of whether it is in physical or electronic form. Ember reserves the right to modify or update these Terms periodically, and when such changes are made, we will inform you by updating the revision date at the top of the Terms. Unless explicitly stated otherwise, the amended Terms will take effect immediately upon publication, and your continued participation in the Service after any changes will constitute your acceptance of those revisions. Modifications may pertain to various elements of the Terms, including but not limited to eligibility criteria, commission structures, marketing protocols, or other program-related guidelines.
If you disagree with any of the modifications or updates, you are required to cease all participation in the program immediately and notify Ember of your intent to terminate the Services. Failure to do so will result in your continued adherence to the revised Terms.
1.2 Supersession of Previous Agreements
These Terms supersede and fully replace any and all prior agreements, contracts, negotiations, discussions, or arrangements between the parties that relate to the services provided by Ember. Upon execution of these Terms, any previous agreements, whether written or oral, and any informal understandings between the parties are deemed null and void. No prior obligations, terms, or conditions will carry forward, and the rights and responsibilities of both parties shall henceforth be governed solely by the provisions set forth in these Terms.
These Terms, together with any applicable Insertion Orders (IOs) if any, constitute the entire and exclusive agreement between the Advertiser and Ember, superseding all prior discussions, understandings, agreements, or arrangements, whether written or oral, related to the subject matter herein. No additional terms, conditions, or provisions, outside of those explicitly stated in these Terms and accompanying IOs, shall be binding unless mutually agreed upon in writing by both parties. This Terms outlines all obligations, rights, and responsibilities, and any amendments or modifications must also be in writing and signed by both parties to be effective.

2. Ember’s Services
   2.1 Scope of Services
   Ember offers a wide array of marketing and advertising services designed to enhance the Advertiser’s online presence and performance. These services include, but are not limited to, the following:
   Display advertising: Creation and management of visually engaging banner ads on various platforms.
   Paid search campaigns (PPC): Strategic pay-per-click advertising campaigns to increase visibility on search engines.
   Social media marketing: Promotion and engagement through social media platforms such as Facebook, Instagram, and Twitter.
   Video advertising: Development and placement of video ads on platforms like YouTube and social media.
   Search engine optimization (SEO): Techniques to improve organic search rankings and drive traffic.
   Affiliate marketing: Managing partnerships with affiliate marketers to promote products or services.
   Programmatic advertising: Automated ad buying processes using algorithms and data.
   Content marketing: Creation of valuable and relevant content to attract and retain an audience.
   Email marketing campaigns: Targeted email campaigns designed to engage customers and increase conversions.
   Data analytics and performance reporting: Tracking and reporting on key performance metrics to optimize marketing strategies.
   Third-party ad platform integrations: Seamless integration with third-party platforms for broader ad distribution.
   These services can be tailored to meet the specific marketing objectives of the Advertiser, with the exact scope of services outlined in the corresponding Insertion Orders (IOs).The services outlined herein may be delivered through a third-party service provider.
   2.2 Modifications to Services
   Advertisers may request changes or modifications to the agreed-upon services by providing Ember with a written notice at least five (5) business days in advance. These requests may be subject to additional fees, depending on the nature and extent of the changes. Ember, however, reserves the right to decline any requested modifications that would significantly alter the original scope of services or that are not technically feasible to implement. Any such decision will be communicated to the Advertiser in a timely manner.

Ember and its third-party service providers may employ various software platforms and tools—such as Google Ads, Facebook Business Manager, or other similar services—to implement and manage the Advertiser’s marketing campaigns effectively. While these platforms are essential for optimizing campaign performance and ensuring broad reach across various channels, neither Ember nor its service providers shall be responsible for any interruptions, errors, or technical malfunctions that may arise from using these platforms. This includes, but is not limited to, outages, data processing errors, reporting inaccuracies, or any delays caused by the platforms’ internal systems, updates, or maintenance.
The Advertiser acknowledges that these platforms are operated by independent third parties over which neither Ember nor its service providers have control, and thus, their performance and availability cannot be guaranteed. Furthermore, the Advertiser agrees to adhere to all applicable terms and conditions, usage policies, and service agreements imposed by these platform providers, including any restrictions related to content, targeting, or data usage. In the event of any breach of these platform terms, neither Ember nor its service providers will be held liable, and any resulting penalties, limitations, or additional fees shall be the responsibility of the Advertiser.
Should any significant technical issues with these platforms impact the Advertiser’s campaign, Ember will make reasonable efforts to address the situation by coordinating with the relevant third-party support teams to resolve the issues; however, the resolution of such problems is ultimately outside Ember’s control.
2.4 Third-Party Service Providers
The Advertiser acknowledges and agrees that Ember operates as a facilitator and may engage third-party service providers to perform some or all of the Services under these Terms. These third-party service providers are carefully selected technology companies with expertise in digital advertising and marketing services. While Ember remains the primary point of contact and maintains oversight of the Services:
a) Service Delivery: The actual implementation and technical delivery of the Services may be performed by Ember’s authorized third-party service providers.
b) Quality Standards: Ember ensures that its third-party service providers maintain high standards of service quality and technical capability.
c) Communication: All communications, instructions, and requests regarding the Services should be directed to Ember, which will coordinate with the relevant third-party service providers as necessary.
d) Liability: Ember’s liability limitations and warranties under these Terms apply equally to services performed by its third-party service providers. The Advertiser agrees that any claims related to the Services shall be made solely against Ember, not directly against the third-party service providers.

3. Advertiser’s Obligations
   3.1 Compliance with Applicable Laws
   The Advertiser is solely responsible for ensuring that their business operations, advertising materials, and marketing practices comply with all applicable local, national, and international laws and regulations. This includes, but is not limited to, adherence to the following:
   Advertising standards: The Advertiser must ensure that all advertisements are truthful, non-deceptive, and compliant with industry-specific guidelines. Misleading or false advertising could result in regulatory actions or penalties.
   Consumer protection laws: The Advertiser must comply with all relevant consumer protection laws that govern fair business practices, ensuring that consumers are treated ethically and their rights are upheld.
   Data privacy laws: The Advertiser is required to comply with all applicable data privacy laws, such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other local privacy regulations, which govern how personal data is collected, stored, processed, and shared.
   Intellectual property laws: The Advertiser must respect intellectual property rights, including copyrights, trademarks, and patents, and ensure that any content used in marketing campaigns is either owned by the Advertiser or properly licensed for use.
   Anti-spam laws: The Advertiser must comply with anti-spam regulations, such as the CAN-SPAM Act, which govern the sending of marketing emails, ensuring that recipients are given the option to opt out and that all communications are properly labeled as advertisements.
   Industry-specific regulations: For businesses operating in regulated industries, such as financial services, healthcare, or pharmaceuticals, the Advertiser must comply with industry-specific advertising regulations that may impose additional requirements or limitations on marketing practices.
   In addition to these legal obligations, the Advertiser is responsible for securing any necessary licenses, permissions, or regulatory approvals that may be required for their business activities. This includes obtaining the appropriate licenses to use third-party content, trademarks, or proprietary technology, as well as ensuring that all advertising campaigns are compliant with relevant regulatory bodies in their respective industries.
   3.2 Provision of Accurate Information and Materials
   The Advertiser agrees to provide Ember with all necessary and accurate information, content, and materials in a timely manner. This includes, but is not limited to, the following key items that are essential for the smooth execution of marketing campaigns:
   Brand guidelines: The Advertiser will supply comprehensive brand guidelines, including color schemes, logos, tone of messaging, and any other critical elements required to maintain consistent brand identity across all marketing efforts.
   Product images and descriptions: Accurate and high-quality product images and descriptions that will be used in the creation of advertising materials. The Advertiser is responsible for ensuring that these descriptions reflect the true nature of the products or services offered.
   Logos and trademarks: The Advertiser will provide current, authorized logos, trademarks, and any other branding assets needed for campaign materials. The Advertiser affirms that it holds the necessary rights to use and distribute these assets.
   Access to analytics or CRM tools: If required for campaign performance and optimization, the Advertiser shall provide access to necessary analytics tools, Customer Relationship Management (CRM) systems, or other data platforms. Ember will use this data solely to track performance and improve marketing outcomes.
   Failure to provide these materials promptly may cause delays in the commencement or effectiveness of marketing campaigns. Ember will not be held liable for any negative impact on campaign performance caused by such delays, and the Advertiser acknowledges that Ember’s ability to deliver services effectively depends on the timely provision of accurate materials.

3.3 Marketing Content Responsibility
The Advertiser acknowledges that they bear sole responsibility for the legality, accuracy, and appropriateness of all content submitted for use in marketing campaigns. By providing content to Ember, the Advertiser expressly warrants that:
No third-party intellectual property rights are infringed: The Advertiser confirms that the provided content, including but not limited to images, logos, slogans, and promotional materials, does not infringe on any third-party intellectual property rights, such as copyrights, trademarks, patents, or trade secrets.
Content Responsibility: The Advertiser guarantees that all marketing content, conversations, or representations initiated or made by the Advertiser are truthful, accurate, and do not harm the reputation of any individual or entity, nor do they contain false or misleading statements..
Compliance with privacy and confidentiality obligations: The Advertiser ensures that the content provided does not violate any privacy or confidentiality obligations, whether under data protection laws or contractual agreements.
No promotion of illegal or unethical activities: The Advertiser affirms that the materials provided do not promote illegal, unethical, or dangerous activities, and that all campaigns comply with applicable laws and industry regulations.
Ember reserves the right to review and refuse any content that is found to be non-compliant, inappropriate, or illegal. If such content is submitted, Ember will communicate the issue to the Advertiser for resolution. However, Ember is not obligated to monitor or verify the legality or appropriateness of the Advertiser’s content. The Advertiser acknowledges and agrees that they will indemnify and hold Ember harmless from any claims, damages, or liabilities arising from the use of the submitted content, including legal fees associated with defending such claims.
Disclaimer of Liability: The Advertiser assumes full responsibility for ensuring the content they provide complies with all relevant legal and ethical standards. Ember disclaims any liability for errors, omissions, or legal issues that arise from the use of the Advertiser’s content in marketing campaigns. The Advertiser’s failure to comply with these obligations will result in sole responsibility for any resulting legal actions or penalties.

3.4 Prohibited Content
The Advertiser agrees that they will not use Ember’s services to promote, distribute, or market any content that falls under the category of prohibited or harmful materials. This includes, but is not limited to, the following types of content:
Pornographic, sexually explicit, or obscene material: The Advertiser must ensure that no marketing materials include inappropriate or offensive content that could violate community standards or advertising regulations.
Hate speech or content inciting violence or discrimination: Content that promotes hate speech, incites violence, or encourages discrimination based on race, gender, religion, nationality, disability, or any other protected status is strictly prohibited.
Misleading, fraudulent, or deceptive advertising: The Advertiser must ensure that all advertising materials are truthful and do not deceive consumers or misrepresent the nature of the products or services offered.
Content promoting illegal activities: The Advertiser agrees not to use Ember’s services to promote illegal activities, including but not limited to unlicensed gambling, the sale or distribution of firearms, controlled substances, or any other activities that violate local, national, or international laws.
Malicious software, viruses, or harmful code: The Advertiser will not provide any content that contains malware, viruses, or other harmful code designed to disrupt, damage, or gain unauthorized access to systems or data.
Spam, unsolicited commercial emails, or fraudulent leads: The Advertiser agrees not to use Ember’s services for sending spam, unsolicited commercial emails, or generating fraudulent leads through deceptive or dishonest practices.
If Ember discovers that the Advertiser is using its services to distribute or promote prohibited content, Ember reserves the right to take immediate action, including suspending services or terminating the Services without prior notice. In such cases, the Advertiser will remain liable for any fees or damages incurred and will not be entitled to any refunds.
Waiver of Liability for Prohibited Content: The Advertiser acknowledges that Ember is not responsible for monitoring or verifying the content provided by the Advertiser. In the event that prohibited or harmful content is discovered, the Advertiser agrees to indemnify and hold Ember harmless from any claims, damages, or legal actions arising from the distribution or promotion of such content. The Advertiser also waives any right to hold Ember liable for the suspension or termination of services due to the submission of prohibited content.
Disclaimer of Liability for Content Violations: Ember will not be liable for any consequences arising from the Advertiser’s failure to comply with these content requirements. The Advertiser assumes full responsibility for ensuring that all marketing content adheres to applicable legal standards and regulations and agrees that Ember is not responsible for any resulting penalties, damages, or liabilities associated with violations of these requirements.
3.5 Indemnification for Non-Compliance
The Advertiser agrees to indemnify, defend, and hold harmless Ember, along with its officers, directors, employees, and agents, from any and all claims, damages, losses, liabilities, costs, or expenses (including but not limited to legal fees) that arise from:
Any violation of applicable laws, regulations, or industry standards: This includes non-compliance with relevant local, national, or international laws governing advertising, data protection, consumer rights, and any other regulations pertinent to the Advertiser’s business activities.
Any claims of intellectual property infringement, privacy breaches, or other legal issues related to the Advertiser’s business activities or marketing materials: The Advertiser takes full responsibility for ensuring that all materials, including logos, images, text, and other content used in marketing campaigns, are either owned by them or properly licensed. This indemnity also covers any privacy violations that may result from data collection or usage practices, such as failure to comply with the GDPR, CCPA, or other applicable privacy laws.
This indemnification protects Ember from any legal actions, settlements, or judgments that may arise due to the Advertiser’s business practices or the content they provide for use in marketing campaigns.

4. Campaign Management and Reporting
   4.1 Campaign Optimization
   Ember and any third party on its behalf, will actively manage and optimize the Advertiser’s campaigns with the goal of improving overall performance. This will be achieved through a variety of strategies, such as adjusting targeting criteria, refining creative content, and analyzing key performance metrics. The optimization process will be continuous and may include refining audience segmentation, testing different creative elements, and optimizing ad placements.
   However, the Advertiser acknowledges that while Ember will use its expertise and best efforts to enhance campaign performance, no specific outcomes are guaranteed, including but not limited to increased sales, lead generation, or return on investment (ROI). Campaign performance is influenced by a variety of factors, many of which may be beyond Ember’s control, such as market conditions, consumer behavior, and third-party platform algorithms.
   4.3 Confidentiality of Campaign Data
   All data, performance metrics, analytics, and reports generated or provided by Ember in relation to the Advertiser’s campaigns are considered confidential. The Advertiser agrees not to disclose, share, or distribute this information to any third party without Ember’s prior written consent, except in cases where disclosure is required by law or as necessary for the execution of these Terms (e.g., sharing performance data with authorized vendors or partners).
   This confidentiality obligation extends to all performance-related insights, strategies, and other proprietary information that Ember provides to the Advertiser throughout the duration of the marketing campaigns. Any breach of this confidentiality clause may result in immediate termination of the Services and potential legal action.
5. Payments and Refunds

5.1 Suspension of Services for Non-Payment
In the event that the Advertiser fails to make timely payments as agreed, Ember reserves the right to suspend all services immediately. This includes, but is not limited to, pausing all ongoing campaigns, withholding any final deliverables, and ceasing work on any current or future projects until all outstanding balances are paid in full. Ember is under no obligation to provide services while there are unpaid invoices, and such suspension may result in delays in campaign performance or delivery of final results, for which Ember will not be held liable. The Advertiser acknowledges that full payment is required to resume services and receive any deliverables that were pending at the time of suspension.
5.2 Refund Policy
All payments made to Ember are considered final and non-refundable, except in cases where both parties mutually agree in writing to issue a refund under specific circumstances. Such instances will be handled on a case-by-case basis and require documented consent from both the Advertiser and Ember.
The termination of services by either party, whether due to completion of the project, suspension of services, or early termination of the Services, does not entitle the Advertiser to a refund for any services that have already been rendered, including any campaigns that are currently in progress or have already been launched. The Advertiser agrees that all amounts paid to Ember represent compensation for services rendered up to that point, and no refunds will be provided for work already performed or costs incurred by Ember in connection with the campaign.

6. Intellectual Property
   6.1 Ownership of Campaign Materials
   The Advertiser retains full ownership of all intellectual property provided to Ember for the execution of marketing campaigns. This includes, but is not limited to, any trademarks, logos, branding assets, or proprietary content that the Advertiser supplies during the course of the Service provision. These assets remain the sole property of the Advertiser and will not be used by Ember for any purpose outside of the scope of the campaign unless expressly authorized in writing.
   Conversely, Ember retains ownership of any marketing materials, campaign concepts, creatives, or proprietary tools developed during the provision of services. This includes any original designs, ad copy, concepts, strategies, and other creative works that Ember produces as part of the campaign. Unless otherwise specified in writing, these materials remain the intellectual property of Ember and may not be reproduced, modified, or distributed by the Advertiser outside the scope of the campaign.
   6.2 License to Use Campaign Materials
   The Advertiser grants Ember a limited, revocable license to use the Advertiser’s intellectual property solely for the purpose of creating, executing, and optimizing marketing campaigns under these Terms. This license is granted exclusively to enable Ember to incorporate the Advertiser’s logos, trademarks, and branding into campaign deliverables such as advertisements, social media posts, or website content. The license automatically terminates upon the completion of the campaign or the termination of these Terms, whichever occurs first. Upon termination, Ember agrees to cease any further use of the Advertiser’s intellectual property unless otherwise authorized in writing.
   6.3 Use of Ember’s Campaign Deliverables
   The Advertiser is granted a limited, non-exclusive license to use the campaign deliverables provided by Ember, such as creative content, during the campaign period. This license allows the Advertiser to use Ember’s creative work solely for the purposes specified in the campaign and for the duration of the Services. However, the Advertiser is not permitted to modify, redistribute, or reuse Ember’s proprietary materials for any other purpose, including use in subsequent campaigns, without obtaining written consent from Ember. Any unauthorized use of Ember’s materials beyond the scope of these Terms may result in legal action and will be considered a violation of Ember’s intellectual property rights.
   Disclaimer of Ownership for Third-Party Assets
   If any third-party assets, such as stock images, licensed music, or fonts, are used in campaign deliverables, the ownership of these assets remains with the respective third parties. The Advertiser is responsible for ensuring compliance with any licensing agreements associated with such third-party assets. Ember disclaims any responsibility for violations related to the misuse or unauthorized use of third-party materials provided by the Advertiser.
   Waiver of Liability
   The Advertiser acknowledges that any intellectual property provided to Ember for the execution of campaigns must be owned or properly licensed by the Advertiser. The Advertiser agrees to indemnify and hold Ember harmless from any claims, disputes, or legal actions arising from intellectual property infringement, unauthorized use, or any other legal issues related to the Advertiser’s intellectual property. Additionally, Ember disclaims any liability for the Advertiser’s use of campaign deliverables beyond the scope of these Terms or any failure to secure proper licenses for third-party materials used in campaigns.
7. Confidentiality and Data Protection
   7.1 Confidential Information
   Both parties agree that any confidential information exchanged during the course of these Terms, including but not limited to business strategies, pricing structures, customer data, proprietary techniques, or any other sensitive information, will remain strictly confidential. Neither party shall disclose any confidential information to third parties without obtaining prior written consent from the other party, except where such disclosure is required by law. This provision ensures that both parties’ business interests are protected and that any privileged information exchanged is handled with care and discretion.
   Any breach of this confidentiality obligation may result in immediate termination of the Services and potential legal action. Both parties acknowledge the importance of maintaining the confidentiality of such information and agree to take necessary steps to ensure that their employees, agents, and subcontractors comply with this confidentiality provision.
   7.2 Data Protection and Privacy
   The Advertiser agrees to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other relevant privacy regulations. This includes ensuring that any personal data provided to Ember is collected and processed in a lawful manner, with appropriate legal bases for processing.
   Ember will only process personal data provided by the Advertiser in accordance with the terms of the Data Processing Agreement (if applicable) and these Terms. Ember’s role in data processing will be limited to the execution of services related to the Advertiser’s campaigns, and Ember will not use or share the personal data for any other purposes without the Advertiser’s consent. The Advertiser agrees to provide any necessary privacy notices and obtain any required consents from individuals whose personal data will be used in campaigns, ensuring full compliance with applicable data protection laws.
   7.3 Security of Confidential Information
   Both parties commit to taking reasonable precautions to protect the confidentiality and security of any exchanged information from unauthorized access, disclosure, or misuse. This includes implementing appropriate technical and organizational security measures to safeguard the information in line with industry standards. Examples of such measures may include the use of encryption, secure access protocols, and regular security audits.
   In the event of a data breach or unauthorized access to confidential information, the affected party agrees to promptly notify the other party and cooperate in taking appropriate steps to mitigate any potential damage. Both parties recognize the importance of protecting confidential and personal data, and failure to adhere to this provision may result in legal liabilities and potential reputational harm.
8. Limitation of Liability
   8.1 No Warranty
   Ember provides its marketing and advertising services on an “as-is” and “as-available” basis. While Ember commits to delivering its services with professionalism and diligence, no specific results or outcomes are guaranteed from any marketing efforts. Ember makes no warranties, whether express or implied, regarding the performance or effectiveness of its services, including but not limited to:
   Implied warranties of merchantability: Ember does not warrant that its services are of any particular standard or quality suitable for the Advertiser’s business.
   Fitness for a particular purpose: There is no guarantee that the services provided will meet the specific needs, goals, or expectations of the Advertiser.
   Non-infringement: Ember does not guarantee that the marketing materials or campaigns it creates will not infringe on the rights of any third party.
   The Advertiser acknowledges that marketing and advertising results can vary based on numerous factors beyond Ember’s control, including market conditions, consumer behavior, and platform algorithms. As such, the Advertiser assumes the risk for any unanticipated results from marketing efforts.
   8.2 Limitation of Liability
   In no event shall Ember be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with these Terms or the services provided under it. Such damages may include, but are not limited to:
   Lost profits: Ember shall not be held responsible for any revenue losses the Advertiser may incur as a result of underperforming campaigns.
   Business interruptions: Ember is not liable for any interruptions to the Advertiser’s business operations, even if they arise in connection with the services provided.
   Loss of data: Ember shall not be liable for any data losses incurred by the Advertiser during the execution of campaigns, whether from platform issues or other external factors.
   In any case, Ember’s total liability under these Terms, regardless of the claim’s nature (whether in contract, tort, or otherwise), shall not exceed the total amount of fees paid by the Advertiser to Ember in the six (6) months immediately preceding the claim. This limitation of liability applies to all claims, including those related to service failures, underperformance, or other issues.
   By agreeing to these terms, the Advertiser acknowledges and accepts these limitations and understands that the responsibility for marketing outcomes is subject to the inherent risks of the advertising environment.
9. Governing Law and Dispute Resolution
   9.1 Governing Law
   These Terms, and any matters arising from or relating to it, shall be governed by and construed in accordance with the laws of Malta, without regard to its conflict of law principles. The parties agree that the laws of Malta shall exclusively apply to the interpretation, validity, and enforcement of these Terms, irrespective of the location of the parties or where the services are rendered.
   9.2 Dispute Resolution
   Any disputes, claims, or controversies arising out of or relating to these Terms, including its breach, shall be settled through confidential arbitration conducted in Valletta, Malta, in accordance with the rules and procedures of the Malta Arbitration Centre. The arbitration process shall be conducted by a single arbitrator, and the decision of the arbitrator shall be final and binding on both parties. The parties waive their right to pursue litigation in court for disputes covered by this arbitration clause, except for specific cases of injunctive relief as noted below.
   9.3 Injunctive Relief
   Nothing in this section shall prevent either party from seeking injunctive relief or any other equitable remedies from a court of competent jurisdiction to protect their intellectual property rights, confidential information, or any other proprietary materials. Such relief may be sought without first resorting to arbitration, particularly in situations where immediate legal intervention is necessary to prevent irreparable harm. This provision ensures that both parties retain the right to protect their intellectual property and confidential information through court orders when necessary.
10. Force Majeure
    Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, war, pandemics, labor strikes, or governmental regulations (collectively referred to as “force majeure events”). Such force majeure events may delay or prevent performance of the obligations outlined in these Terms, except for any payment obligations owed by the Advertiser to Ember, which shall remain due and payable in accordance with these Terms or the IO.
    In the event that a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the Services without further liability to the other party, except for any outstanding payment obligations or fees for services already rendered prior to the occurrence of the force majeure event. Both parties shall use reasonable efforts to mitigate the impact of any such event and resume performance as soon as possible once the event has concluded.
11. Independent Contractors
    The relationship between Ember and the Advertiser under these Terms is strictly that of independent contractors. Nothing in these Terms shall be interpreted or construed as creating any form of partnership, joint venture, agency, franchise, or employer-employee relationship between the parties. Both parties acknowledge and agree that they are independent entities, responsible for their own business operations and management.
    As independent contractors, neither party has the authority to act on behalf of the other or bind the other party to any contracts, agreements, or obligations without prior written consent. Each party will be responsible for its own personnel, taxes, insurance, and compliance with applicable laws, and nothing in these Terms shall grant either party any rights or control over the operations, employees, or management of the other.
12. Electronic Signatures and Communications
    12.1 Electronic Signatures
    These Terms may be executed electronically, and any electronic signatures affixed to this document shall hold the same legal validity and enforceability as traditional handwritten signatures. The parties agree that the use of electronic signatures complies with applicable laws governing electronic agreements and shall be treated as conclusive evidence of consent and agreement to these Terms.
    12.2 Electronic Communications
    The parties further agree that all communications, notices, and documents related to these Terms may be sent electronically via email, and such electronic communications shall have the same legal effect as physical written documents. All notices required under these Terms will be deemed effective upon being sent to the designated email addresses provided by each party.
13. Severability
    If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such a determination shall not affect the validity of the remaining provisions, which shall remain in full force and effect. Each provision of these Terms is considered separable and enforceable independently.

For any questions or concerns regarding these Terms, please contact Ember at [email protected]
Ember Holdings Limited
9th Floor, AMTEL BLDG., 148 DES VOEUX ROAD CENTRAL, CENTRAL, HONG KONG