Terms of Service
Please read these Terms carefully. They contain a binding arbitration agreement and class-action waiver (Section 13), a disclaimer of warranties (Section 9) and a limitation of our liability (Section 10). By using our websites or the Booking Service you agree to them.
1. Agreement to these Terms
These Terms of Service (“Terms”) are a legal agreement between you and Stadnytskyi Consulting LLC, a Maryland limited liability company doing business as Embedzilla (“Embedzilla”, “we”, “us”, “our”). They govern your access to and use of our websites at embedzilla.com and its subdomains (the “Sites”) and of our meeting-scheduling service at calendar.stadnytskyi.com (the “Booking Service”, and together with the Sites, the “Services”).
By accessing or using the Services you accept these Terms and our Privacy Policy. Clicking “Confirm booking” (or any similar button), submitting a booking, or attending a meeting booked through the Services also constitutes your acceptance of these Terms and your electronic signature. If you do not agree, do not use the Services. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind it, and “you” includes that organization.
We may revise these Terms by posting the revised version at https://embedzilla.com/terms/. Revisions are effective on the effective date shown at the top of the revised Terms, never earlier than 30 days after posting for material changes, and apply only to use of the Services after that date. A revision to Section 13 does not apply to any Dispute of which either party has given the other written notice before the revision’s effective date. If you do not agree to a revision, stop using the Services; that is your sole remedy.
2. Eligibility
The Services are intended for business and professional use by adults. You must be at least 18 years old and able to form a binding contract to use them. You may not use the Services if you are barred from doing so under applicable law or under sanctions or export-control rules of the United States.
3. The Booking Service
- A booking is a request, not a commitment. Submitting a booking reserves a proposed time for an introductory or working conversation. We may accept, decline, reschedule, shorten or cancel any booking at any time, for any reason or no reason, with or without notice, and we have no liability for doing so.
- Accurate information. You must provide your true name and a working email address, and any other information you give must be accurate. You are responsible for anything submitted from your device or email address.
- Communications. By booking you consent to receive a calendar invitation, confirmations, reminders, rescheduling and cancellation notices and related messages by email (including through Google Calendar and Google Meet) at the address you provide, and by phone if you provide a number.
- Availability. Times shown as available are indicative and may change or become unavailable at any moment, including after you have submitted a booking.
- Video meetings. Meetings are held using Google Meet or another service we choose. Those services are provided by third parties under their own terms, and we are not responsible for their availability, quality, security or recording features.
- Cancelling. You may cancel a booking using the link on your confirmation page or in the invitation; if the automatic cancellation fails, email us at contact@embedzilla.com. Please cancel as early as possible if you cannot attend.
- Your submissions. You grant us a non-exclusive, worldwide, royalty-free licence to store, copy, transmit and use the information you submit (including by placing it in a calendar event hosted by Google and on infrastructure operated by our service providers) to operate the Services and communicate with you. You represent that you have the right to provide that information, including any information about another person.
- No fee. The Booking Service is offered free of charge. Any paid consulting work is governed solely by a separate written agreement (Section 4).
4. No engagement, advice or reliance
Nothing on the Sites, in the Booking Service or said during a meeting creates a consulting, engineering, professional-services, fiduciary, employment, partnership, joint-venture or agency relationship between you and Embedzilla. No engagement exists, and we owe you no duty of care, confidentiality or performance, unless and until both parties sign a separate written agreement (such as a proposal, statement of work or engagement letter). If a signed agreement conflicts with these Terms with respect to that engagement, the signed agreement controls for that engagement only.
Content on the Sites, and any statements, estimates, opinions, timelines, prices or suggestions made during a meeting or in correspondence, are general information provided for discussion purposes. They are not engineering, legal, regulatory, financial, safety or other professional advice, are not a quotation or offer, and must not be relied upon. Unless you have a signed agreement with us that says otherwise, anything you disclose to us is provided on a non-confidential basis; do not share trade secrets, export-controlled data or other sensitive information before a written non-disclosure agreement is in place. This paragraph concerns business, technical and project information; personal information you provide when booking is handled as described in the Privacy Policy.
If you give us any ideas, suggestions, proposals or other feedback about the Services, our business or our work (“Feedback”), you grant Embedzilla a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable and transferable licence to use, reproduce, modify, distribute and commercialise the Feedback for any purpose without restriction, attribution or compensation, you waive any moral rights in it to the extent permitted by law, and you agree that Feedback is non-confidential and creates no obligation on us.
5. Acceptable use
You agree not to, and not to help anyone else to:
- use the Services for any unlawful, fraudulent, harassing, defamatory or harmful purpose, or to send spam, solicitations or unsolicited advertising;
- make bookings you do not intend to attend, make bookings on behalf of someone without their permission, impersonate any person, or provide false information;
- access the Services by automated means (bots, scrapers, scripts, headless browsers) other than through publicly available search engines that comply with our robots directives for the sole purpose of building a publicly available search index, or in a way that generates an unreasonable load, or circumvent rate limits, honeypots or other protective measures;
- probe, scan or test the vulnerability of the Services, attempt to gain unauthorized access to any system, account, calendar or data, or interfere with the Services’ operation;
- copy, frame, mirror, reverse-engineer, or create derivative works from the Services or their content, or remove any proprietary notice; or
- use the Services, or any content, data or output obtained from them, to develop a competing product or to train, fine-tune, evaluate, benchmark or improve any artificial-intelligence or machine-learning model, or to perform text-and-data mining; we expressly reserve all rights in our content for these purposes, including under any statutory text-and-data-mining exception.
We may investigate suspected violations, block addresses or networks, cancel bookings, remove content and report activity to law enforcement, all without notice and without liability to you.
6. Intellectual property
The Services and everything in them — text, graphics, logos, images, page designs, software, and their selection and arrangement — are owned by Stadnytskyi Consulting LLC or its licensors and are protected by copyright, trademark and other laws. “Embedzilla”, the Embedzilla logo and our taglines are our trademarks; you may not use them without our prior written consent. We grant you a limited, revocable, non-exclusive, non-transferable licence to view the Sites and to use the Booking Service for their intended purpose. All other rights are reserved. Nothing in these Terms transfers any intellectual property to you.
7. Third-party services and links
The Services rely on third-party providers, including Google (Calendar, Meet, Analytics and the Google Maps view embedded on the Sites) and Amazon Web Services, and may link to third-party websites. We do not control and are not responsible for third-party services, their content, terms, privacy practices, availability or security, and a link does not imply endorsement. Your use of third-party services is at your own risk and subject to their terms.
8. Privacy
Our Privacy Policy describes what information we collect and how we use it, including how the Booking Service uses Google Calendar data. It forms part of these Terms.
9. Disclaimer of warranties
To the fullest extent permitted by law, the Services and all content, information and materials made available through them are provided “as is” and “as available”, with all faults and without warranty of any kind. Embedzilla expressly disclaims all warranties, whether express, implied, statutory or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising from course of dealing, usage or trade. We do not warrant that the Services will be uninterrupted, timely, secure, error-free or free of viruses or other harmful components, that any booking will be honoured, that any meeting will take place, that availability shown is accurate, or that any content is complete, current or reliable. No advice or information, whether oral or written, obtained from Embedzilla or through the Services creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties; in that case the exclusions apply to the fullest extent permitted.
10. Limitation of liability
To the fullest extent permitted by law, in no event will Embedzilla, Stadnytskyi Consulting LLC, or their members, managers, officers, employees, contractors, agents, licensors or service providers (the “Embedzilla Parties”) be liable to you or any third party for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity, data or use, or for the cost of substitute services, arising out of or relating to these Terms or the Services, however caused and under any theory of liability (contract, tort including negligence, strict liability, statute or otherwise), even if advised of the possibility of such damages.
To the fullest extent permitted by law, the total aggregate liability of the Embedzilla Parties for all claims arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amount you paid us for the Services in the twelve months before the event giving rise to the claim, or (b) one hundred United States dollars (US $100). The existence of more than one claim will not enlarge this limit.
These limitations are fundamental elements of the basis of the bargain between you and Embedzilla and apply even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, such as liability for fraud or for death or personal injury caused by gross negligence where such limitation is prohibited.
11. Indemnification
You will defend, indemnify and hold harmless the Embedzilla Parties from and against any claims, demands, investigations, losses, damages, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Services; (b) any information or content you submit; (c) your breach of these Terms or of any law or third-party right; or (d) any dispute between you and a third party arising out of or relating to the Services, a booking or a meeting. We will notify you of any claim for which we seek indemnity; a delay in notice does not relieve you of your obligations except to the extent you are prejudiced by it. We may assume the exclusive defence and control of any such matter at any time, at your expense, and you will cooperate with our defence; you remain responsible for costs incurred before we assume control. You may not settle any claim without our prior written consent unless the settlement unconditionally releases the Embedzilla Parties and imposes no obligation, payment or admission on them. This Section does not require you to indemnify an Embedzilla Party for losses finally determined by a court or arbitrator to have been caused by that party’s gross negligence or wilful misconduct.
12. Suspension and termination
We may suspend or terminate your access to all or part of the Services, cancel bookings and refuse future bookings at any time, for any reason or no reason, with or without notice, and without liability. Sections 4 and 6 through 14 survive any termination.
13. Governing law, arbitration and class-action waiver
- Governing law and “Dispute”. These Terms are governed by the laws of the State of Maryland and applicable United States federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. “Dispute” means any dispute, claim or controversy between you and Embedzilla or any Embedzilla Party, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, arising out of or relating to these Terms, the Services, or any communication or meeting connected with them, regardless of when it arose (including before the effective date of these Terms), and including disputes about the existence, formation, validity, interpretation, scope, performance, breach or termination of these Terms.
- Informal resolution first. Before either party starts arbitration or a court proceeding, it must send the other a written notice of Dispute — to us at contact@embedzilla.com and the postal address in Section 15, or to you at the email address you provided when booking — stating the sender’s name and contact details, the email address used for the booking (if any), a description of the Dispute and the relief sought. The parties will try in good faith to resolve the Dispute for 60 days after the notice is received. All applicable limitation periods, including item 8 below, are tolled during that 60-day period. A court or arbitrator may stay or dismiss any proceeding started without complying with this item. Most concerns can be resolved this way.
- Binding individual arbitration. Any Dispute not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its rules then in effect (the Consumer Arbitration Rules where they apply), before a single arbitrator, seated in Montgomery County, Maryland, with the option of video or document-only proceedings. If the AAA is unavailable or declines to administer the arbitration, the parties will agree on a substitute administrator or, failing agreement within 30 days, a court of competent jurisdiction will appoint one under 9 U.S.C. §5. The Federal Arbitration Act (9 U.S.C. §1 et seq.) governs the interpretation and enforcement of this Section 13, notwithstanding item 1. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, unconscionability or formation of this Section 13, except that a court of competent jurisdiction decides whether the class-action waiver in item 5 is valid and enforceable. The arbitrator will apply these Terms, including Sections 9 and 10, to the same extent a court would, and may award any individual relief a court could award consistent with them. Judgment on the award may be entered in any court of competent jurisdiction.
- Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect intellectual property or to stop unauthorized use of the Services. Seeking such relief in court does not waive the right to arbitrate any other Dispute.
- Class-action waiver. Disputes will be resolved only on an individual basis. You and Embedzilla waive any right to bring or participate in a class, collective, consolidated or representative action. The arbitrator may award relief only in favour of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim, and may not consolidate claims or preside over any class, collective or representative proceeding. If this class-action waiver is held unenforceable as to a particular claim or request for relief (including a request for public injunctive relief), that claim or request — and only it — will be severed and litigated in the courts described in item 7 below, and will be stayed pending completion of the arbitration of all other claims.
- Jury waiver. To the fullest extent permitted by law, each party waives any right to a jury trial in any proceeding not subject to arbitration. If this jury waiver is unenforceable it is severed and does not affect the parties’ agreement to arbitrate or the class-action waiver.
- Courts. For any matter not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Montgomery County, Maryland, and waive any objection based on inconvenient forum.
- Time limit. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after it accrues (as extended by the tolling in item 2), or it is permanently barred.
14. General terms
- Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Embedzilla about the Services and supersede all prior understandings, except any separately signed engagement agreement as described in Section 4.
- Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.
- No waiver. Our failure to enforce any provision is not a waiver of it.
- Assignment. You may not assign or transfer these Terms or any rights under them; any attempt to do so is void. We may assign them freely, including in connection with a merger, sale or reorganization.
- Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of third-party services, internet failures, power failures, labour disputes, acts of government, epidemics, or natural disasters.
- Electronic communications. You agree that notices, disclosures and agreements we provide electronically satisfy any legal requirement that they be in writing.
- No third-party beneficiaries. Except for the Embedzilla Parties under Sections 10, 11 and 13, these Terms create no rights in any third party.
- Interpretation. Headings are for convenience only; “including” means “including without limitation”. No rule of strict construction against the drafter applies.
15. Contact
Stadnytskyi Consulting LLC (Embedzilla)
909 Rose Avenue, Suite 400
North Bethesda, MD 20852, United States
contact@embedzilla.com