Terms

Agreement to these terms

These Terms govern your access to and use of the Ember school community marketplace, websites, and related services provided by MASI, LLC, doing business as Ember (“Ember,” “we,” “us,” or “our”). By creating an account, accepting these Terms, or using Ember, you agree to these Terms and acknowledge our Privacy Policy. If you do not agree, do not use Ember.

You agree that we may provide agreements, disclosures, notices, and other communications electronically. Nothing in these Terms limits rights that cannot lawfully be limited or waived.

You can retain these Terms by printing or saving them. Using Ember requires a device, internet access, a current web browser, and an email address you monitor. Contact us through the Help page to request a paper copy or withdraw consent to electronic records. Withdrawal may prevent us from providing an online-only account or service.

Eligibility and school access

You must be at least 18 years old and legally able to enter a binding agreement to create, sign in to, or operate an Ember account. A minor may not operate an account, use an adult's credentials, list, buy or sell an item, send marketplace messages, or conduct a handoff. A parent or legal guardian may use their own account for household activity and is responsible for that activity.

Access to a school marketplace requires a school-authorized invitation or other valid access method. Use only communities you are authorized to join, and do not publish or misuse invitations, codes, or links. Ember or a participating school may revoke community access when reasonably necessary to administer or protect the community.

Your account and authority

Provide accurate, current information, keep your sign-in methods secure, and promptly report suspected unauthorized use. You are responsible for activity under your account. You may not impersonate another person, create deceptive accounts, sell or transfer an account, or use another person's account without permission.

If you create or manage a marketplace, group, or payout account for a school or other organization, you represent that you are authorized to act for it and to provide the information you submit. A school's participation does not mean it endorses every user, listing, item, or transaction.

Ember's role

Ember provides tools for authorized community members to list, discover, buy, sell, and communicate about goods. Unless we expressly state otherwise, Ember does not own, inspect, possess, store, deliver, or guarantee listed items and is not a party to the agreement between a buyer and seller. The seller or payment recipient identified for the listing—not Ember—is the transaction merchant and is responsible for the item, sale, required disclosures, refunds, taxes, and other obligations associated with the sale. Participating schools are not responsible for member listings or transactions merely because they participate in Ember.

We may review, remove, or restrict content or activity, but we do not promise to monitor every listing, message, user, or transaction. Users must exercise their own judgment and take appropriate safety precautions.

Listings and seller responsibilities

A seller must own or be authorized to sell each item, have legal capacity to complete the sale, transfer good title free of undisclosed liens, use photos of the actual item, and accurately describe its price, condition, provenance, and material defects. A seller may not make false safety, authenticity, warranty, or charitable claims.

Listings may not offer unlawful, stolen, counterfeit, recalled, hazardous, unsafe, age-restricted, regulated, infringing, or fraudulently obtained goods, or any item Ember identifies as prohibited. This includes weapons and ammunition, controlled substances and drug paraphernalia, alcohol, tobacco and vaping products, prescription products or regulated medical devices, pornography, food or ingestibles, opened cosmetics, animals, personal data or credentials, gift cards or currency, gambling or raffle entries, titled vehicles, and items that create an unreasonable risk to children or the school community. Services, rentals, and digital goods are prohibited unless Ember expressly supports them. Sellers are responsible for checking applicable product recalls and laws before listing an item. Ember may remove or limit any listing or category that violates these Terms or creates legal, financial, safety, or community risk.

Transactions, fees, and school allocations

For an item sold by an individual community member, the seller pays a school allocation equal to 5% of the item's sale price, an Ember service fee equal to 5% of the item's sale price, and the applicable payment-processing fees. For a group sale in which the group receives sale proceeds separately from the school recipient, the seller pays the 5% school allocation and no Ember service fee. If group-sale proceeds are paid directly to the school recipient, no separate school allocation or Ember service fee is deducted. A sale made directly by a school pays neither a school allocation nor an Ember service fee. Payment-processing fees may still apply unless expressly stated otherwise.

The seller authorizes the applicable amounts to be deducted from sale proceeds. The buyer pays the displayed item price and any taxes or other charges disclosed before purchase. The amounts shown at checkout or in the seller's proceeds estimate control for that transaction if they differ from this general description because of a lawful promotion, adjustment, or correction.

The school allocation is deducted from seller proceeds and paid for the benefit of the school recipient identified for that marketplace; it is not an amount the buyer pays in addition to the displayed price. Ember does not determine whether a recipient is a qualified charitable organization, issue charitable receipts, or provide tax advice. Do not treat any amount as tax-deductible without appropriate documentation and advice from a qualified tax professional.

Payments and payouts

Stripe processes payments and payouts and may require a seller, group, or school to create a connected payment account, verify identity or authority, provide tax or banking information, and accept the Stripe Connected Account Agreement. Stripe handles information under its Privacy Policy. A buyer authorizes the charge displayed at checkout. You authorize Ember and Stripe to take actions reasonably necessary to process marketplace transactions, including charges, fees, allocations, refunds, reversals, disputes, transfers, reserves, and payouts, and to exchange necessary account and transaction information as described in our Privacy Policy.

Funds may be released after a handoff is confirmed or other transaction conditions are satisfied. Payment settlement, identity verification, refunds, disputes, reserves, suspected fraud, legal requirements, processor rules, or a financial institution may delay, reject, reverse, or restrict a payment or payout. Ember may pause or delay a transaction when reasonably necessary to investigate risk, comply with law, or protect users, schools, or Ember. A payout estimate is not a guarantee of timing or availability.

Pickup, delivery, and safety

Buyers and sellers are responsible for agreeing on and safely completing the handoff. Communicate clearly, use an appropriate public or school-approved location, inspect the item before confirming receipt, and do not proceed if a situation feels unsafe. Do not share unnecessary personal information. Any shipping or delivery arrangement not expressly provided by Ember is made at the users' own responsibility and risk.

Cancellations, refunds, and disputes

A buyer may ask the seller to cancel after payment but before handoff. A cancellation is not guaranteed unless required by law. The buyer must inspect the item before selecting “Confirm pickup.” Confirmation means the buyer has received and accepted the item and authorizes release of proceeds and the school allocation. After confirmation, the sale is final unless the seller agrees otherwise or a refund is required by law, including where applicable for fraud, non-delivery, a materially misdescribed item, or an unlawful or recalled item.

Contact the other party and Ember promptly if a transaction cannot be completed or a problem is discovered. The seller is responsible for legally required refunds, chargebacks, disputes, payment-network assessments, and any resulting negative payment-account balance. Payment-processing fees charged to the seller may be nonrefundable. A refund may proportionally reverse the school allocation and Ember service fee.

Ember may review relevant listings, messages, transaction records, reports, and other information; ask the parties for evidence; pause a payout; or facilitate a resolution. Ember does not guarantee a refund or a particular outcome, and its assistance does not make Ember the buyer or seller. Nothing in this section limits nonwaivable consumer rights.

Taxes and legal compliance

Ember may calculate, collect, withhold, report, and remit taxes or regulatory fees where required. Sellers must provide accurate tax information and remain responsible for obligations that Ember does not collect or remit. Nothing in these Terms reallocates an obligation contrary to law.

Ember may collect, verify, retain, require certification of, or disclose seller information and may suspend sales when reasonably necessary to comply with tax, marketplace-transparency, product-safety, stolen-goods, sanctions, anti-money-laundering, or other laws. You must promptly provide accurate information we or a payment provider lawfully request.

School and student information

Ember is an adult community marketplace, not a student information system. Do not upload school rosters, student identification numbers, grades, attendance, disability or disciplinary information, education records, or other pupil records. Avoid including a minor's name, face, contact details, location, or other identifying information in listings, photos, messages, or support requests. A school or user must not provide regulated student data unless Ember has expressly authorized it under an appropriate written agreement.

Community conduct and acceptable use

Be respectful, accurate, and safe. Do not harass or discriminate; threaten, exploit, or endanger another person; send spam; manipulate transactions or reviews; evade fees; misuse community access; collect personal information without permission; or use Ember for fraud or unlawful activity.

You may not scrape, crawl, harvest, copy, frame, or systematically extract Ember data; reverse engineer or attempt to discover source code except where law expressly permits it; bypass access, security, or rate limits; introduce malicious code; interfere with the service; use automated means without written permission; or use Ember content or data to train, evaluate, or improve a competing model, marketplace, or service.

Your content

You retain ownership of content you submit. You give Ember a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, format, display, and distribute that content as reasonably necessary to operate, secure, improve, and provide Ember and your listings. This license ends when the content is deleted from our systems, except for copies reasonably retained for legal, safety, backup, or transaction-record purposes and content already shared by others. We will not use private messages or private-marketplace listing content in advertising without permission.

You represent that you have all rights and permissions needed for your content and that it does not violate law, privacy, publicity, copyright, trademark, or other rights. You are responsible for removing personal or confidential information that should not be visible to others before uploading content. Nothing in these Terms restricts a lawful, honest review or requires you to transfer ownership of review content.

Ember intellectual property and feedback

Ember and its licensors own the service and all associated software, designs, branding, text, graphics, interfaces, data compilations, and other materials that are not user content. Subject to these Terms, Ember grants you a limited, personal, revocable, non-exclusive, non-transferable right to use the service for its intended purpose. No other rights are granted.

If you voluntarily provide ideas or feedback, Ember may use them without restriction or compensation, but this does not give Ember ownership of your separately submitted user content or confidential information.

Intellectual-property complaints

If you believe content on Ember infringes your copyright, trademark, or other rights, submit a report through our Help page that identifies the protected work or right, the challenged content and its location, your contact information, a good-faith statement, and any other information required by law. We may remove challenged content, notify the user, request additional information, and restrict repeat infringers. Knowingly material false reports may create liability.

Third-party services

Ember may rely on or link to third-party services. Their products, terms, and privacy practices govern their services. Ember is not responsible for a third-party service outside our control, and a link or integration does not necessarily mean Ember endorses it.

Changes, pilots, and availability

Ember may add, change, suspend, or discontinue features or eligibility, including pilot features, at any time. We may impose reasonable limits or correct errors in prices, fees, availability, or descriptions. We do not promise that any feature will remain available or that data will be stored indefinitely; keep copies of information you need.

Suspension and termination

You may stop using Ember at any time. We may restrict or terminate access, remove content, cancel or pause transactions, or preserve information when we reasonably believe these Terms were violated, an account creates legal, financial, or safety risk, or action is necessary to protect Ember or its community. Termination does not eliminate obligations or liabilities already incurred. Provisions that by their nature should survive will survive.

Disclaimers

To the fullest extent permitted by law, Ember is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade. We do not warrant any listing, item, user, school, transaction, handoff, charitable or tax result, uninterrupted availability, or that Ember will always be accurate, error-free, or secure. Some jurisdictions do not allow certain exclusions, so some of these disclaimers may not apply to you.

Limitation of liability

To the fullest extent permitted by law, Ember and its members, officers, employees, contractors, and affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or opportunities, arising from Ember, user content, an item, or a transaction between users, even if advised that such loss was possible.

To the fullest extent permitted by law, the total liability of Ember and those parties for all claims relating to the service will not exceed the greater of $100 or the Ember service fees you paid during the 12 months before the event giving rise to the claim. These limitations apply collectively and do not apply to liability that cannot lawfully be excluded or limited.

Indemnity

To the extent permitted by law, you will defend, indemnify, and hold harmless Ember and its members, officers, employees, contractors, and affiliates from third-party claims, losses, liabilities, damages, judgments, and reasonable legal costs arising from your content, item or any injury or damage it causes, listing, transaction, taxes, misuse of school or student information, violation of these Terms or law, or violation of another person's rights. Ember may control the defense of a covered claim, and you will reasonably cooperate. You may not settle a claim imposing liability or admissions on Ember without our written consent.

Disputes, governing law, and venue

Before filing a claim against Ember, you agree to send a description through our Help page and give us 30 days to try to resolve it informally. This does not prevent either party from seeking urgent relief or pursuing a claim before a legal deadline expires.

These Terms are governed by California law, without regard to conflict-of-law rules. Unless applicable law requires otherwise, any dispute between you and Ember that is not resolved informally must be brought exclusively in the state or federal courts located in Orange County, California, and you consent to those courts' personal jurisdiction. You may bring an eligible individual claim in small claims court.

Changes to these terms

We may update these Terms as Ember evolves. We will post revised Terms with a new effective date and provide additional notice or request renewed acceptance when required. Changes apply prospectively from their effective date. If you do not agree to revised Terms, stop using Ember.

General terms

These Terms and policies expressly incorporated into them are the entire agreement between you and Ember about the service, except for a separate written agreement signed by Ember. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the rest will remain in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent. Ember may assign them in connection with a financing, reorganization, merger, acquisition, asset transfer, or operation of the service. No person other than the parties has rights under these Terms. Nothing creates an agency, employment, partnership, franchise, or joint venture between you and Ember. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations.

Contact us

Questions, notices, and legal reports can be submitted through our Help page or emailed to support@okember.com.