Terms of Service

1. Acceptance of Terms

By accessing or using Embarkist ("Embarkist," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not use the Platform.

These Terms form a legally binding agreement between you and CJD Inc.

2. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction.

By creating an account and using the Platform, you represent and warrant that you have legal capacity to enter into these Terms.

3. Description of Platform

Embarkist is a software-as-a-service (SaaS) platform providing AI-assisted tools and infrastructure for entrepreneurship, including:

• Skill and interest assessments
• Business idea generation
• Financial modeling and projections
• Brand asset generation (including names and logos)
• Storefront and commerce enablement ("SellPort")
• Booking and subscription enablement
• Coaching connection services

Embarkist provides software tools and connection services only. We are not a law firm, accounting firm, financial advisor, investment advisor, tax advisor, therapist, business broker, marketplace operator, employer of coaches, or merchant of record.

4. Contextual Continuity Across Modules

Embarkist operates using a contextual continuity model. Information you provide in one module may be used to inform outputs in subsequent modules in order to personalize results and reduce re-entry of data.

By using the Platform, you acknowledge and consent to this contextual use of your inputs solely for purposes of providing Platform functionality.

5. User Content License & Warranties

You retain ownership of content, prompts, uploads, and other materials you submit to the Platform ("User Content").

You grant Embarkist a worldwide, royalty-free, non-exclusive license to host, store, copy, process, transmit, and analyze User Content solely for purposes of operating, securing, supporting, and improving the Platform. For clarity, this license does not include the right to use your User Content to train general artificial intelligence models.

You represent and warrant that:

• You have the legal right to submit the User Content;
• Your User Content does not infringe intellectual property or other rights of third parties;
• Your User Content complies with applicable laws.

6. No Professional Advice

All outputs are generated through automated systems, including artificial intelligence.

Embarkist does not provide legal, financial, tax, accounting, regulatory, therapeutic, or investment advice.

You are solely responsible for:

• Verifying legality of any business idea;
• Conducting trademark and IP clearance searches;
• Obtaining licenses and permits;
• Ensuring tax and regulatory compliance;
• Validating financial projections.

You agree to consult qualified professionals before making business decisions.

7. AI Output Ownership & Risk Allocation

7.1 Ownership of Generated Assets

Subject to your compliance with these Terms and any applicable payment obligations, CJD Inc. hereby assigns to you all right, title, and interest it may have, if any, in AI-generated outputs created specifically for your use through the Platform ("Generated Assets").

This assignment applies only to rights, if any, that Embarkist may legally transfer.

7.2 No Warranty of Originality or Non-Infringement

Embarkist makes no representations or warranties that Generated Assets:

• Are original or unique;
• Do not infringe third-party intellectual property rights;
• Are eligible for copyright or trademark protection;
• Are available for trademark registration;
• Are legally compliant in any jurisdiction.

You acknowledge that AI-generated content may resemble content generated for other users or third parties.

7.3 User Responsibility

You are solely responsible for conducting independent trademark searches, legal reviews, and compliance checks before using Generated Assets in commerce.

You assume all risks associated with use of Generated Assets.

8. AI Data Usage and Model Training

We process user inputs and uploaded content solely to provide Platform functionality.

We do not use your prompts, business ideas, or other user-submitted content to train our own general artificial intelligence models.

To the extent we use third-party AI infrastructure providers, we use commercially available API services that do not use API-submitted data to train their general models.

9. SellPort & Commerce Enablement

Embarkist may provide tools enabling users to sell digital products, physical products, services, subscriptions, or bookings.

Embarkist:

• Is not the merchant or seller of record;
• Does not take title to goods or services;
• Does not control pricing, fulfillment, delivery, or service quality;
• Does not collect or remit taxes on your behalf;
• Does not guarantee payment processing outcomes;
• Is not responsible for customer disputes, refunds, cancellations, chargebacks, or regulatory compliance.

Where Embarkist processes personal information of your customers on your behalf, you acknowledge that you are the data controller and Embarkist acts as a service provider or processor for the limited purpose of providing the Platform.

You are solely responsible for:

• Compliance with consumer protection laws;
• Tax obligations (GST/HST/PST/VAT or other);
• Refund and cancellation policies for your customers;
• Compliance with payment processor rules;
• Delivery of goods or services;
• Compliance with laws applicable to regulated goods or services.

10. Coaching & Third-Party Services

Embarkist may provide access to independent third-party coaches or service providers.

Coaches are independent contractors and are not employees, agents, partners, or representatives of Embarkist.

Embarkist does not supervise or control coaching sessions and does not guarantee outcomes.

Any engagement between you and a coach is solely between you and that coach.

Embarkist disclaims liability for acts, omissions, or advice of coaches.

11. Intellectual Property Reporting

Embarkist respects intellectual property rights.

If you believe content available through the Platform infringes your rights, you may submit notice to: [email protected].

We may remove or disable access to allegedly infringing content and may terminate repeat infringers.

12. Data Portability

You may request export of your account data in a reasonable and technically feasible format by contacting support.

13. User Accounts & Termination

You agree to provide accurate information and maintain confidentiality of login credentials.

We may suspend or terminate accounts for violations, fraud, legal exposure, or operational risk.

If your account is suspended or terminated, you may contact support to request a review. We reserve final discretion regarding reinstatement.

14. Subscription & Payments

14.1 Billing

Paid subscriptions are billed in advance on a recurring basis.

14.2 Auto-Renewal

Subscriptions renew automatically unless canceled prior to the renewal date.

14.3 Cancellation

You may cancel your subscription at any time through your account dashboard. Cancellation takes effect at the end of the billing period.

14.4 Refunds & Consumer Rights

Except where required by applicable law, payments are non-refundable.

If you qualify as a consumer under Ontario's Consumer Protection Act, 2002, you may have statutory cancellation or refund rights for internet agreements. Nothing in these Terms limits any non-waivable consumer rights under applicable law.

15. Acceptable Use

You agree not to:

• Use the Platform for unlawful purposes;
• Offer illegal or infringing goods or services;
• Attempt to extract system prompts or exploit AI vulnerabilities;
• Circumvent safeguards;
• Upload malicious code;
• Use the Platform to send unsolicited commercial electronic messages in violation of applicable anti-spam laws.

16. Third-Party Services

The Platform relies on third-party providers including payment processors, hosting providers, analytics services, email providers, booking systems, and AI infrastructure providers.

We are not liable for interruptions or errors caused by third-party services.

17. Limitation of Liability

To the maximum extent permitted by law:

Embarkist and its officers, directors, employees, contractors, and affiliates shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

Total aggregate liability shall not exceed the greater of $100 CAD or the amount paid by you in the preceding 12 months.

Nothing limits liability where prohibited by law.

18. Indemnification

You agree to indemnify and hold harmless Embarkist from claims arising from:

• Your User Content;
• Your use of Generated Assets;
• Your business operations;
• Your commercial transactions;
• Intellectual property infringement related to your activities;
• Breach of these Terms.

19. Dispute Resolution

Where permitted by applicable law, disputes shall be resolved by arbitration administered by ADR Institute of Canada (ADRIC) under its applicable rules in Ontario, Canada, in English, before a single arbitrator.

Each party shall bear its own costs unless otherwise determined by the arbitrator.

If you are considered a consumer under applicable legislation, arbitration applies only to the extent permitted by law. Small Claims Court rights remain unaffected.

20. Governing Law

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein.

21. Modifications to Terms

We may modify these Terms from time to time. For material changes that affect your rights or obligations, we will provide notice and at least 30 days before such changes take effect.

Continued use of the Platform after the effective date of changes constitutes acceptance.

22. Severability

If any provision is found unenforceable, remaining provisions remain in effect.

23. Assignment

We may assign these Terms without restriction. You may not assign without written consent.

24. Entire Agreement

These Terms constitute the entire agreement between you and Embarkist.

25. Contact