Terms of Service

1. Acceptance of Terms

By accessing or using any part of the Emily Group website, platform, or sourcing services (collectively, the "Services"), you confirm that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services.

These Terms constitute a legally binding agreement between you ("Client," "User," or "you") and Emily Group ("Company," "we," "us," or "our").

2. Description of Services

Emily Group provides B2B product sourcing, supplier coordination, quality inspection, logistics facilitation, and related consulting services to business clients worldwide. Our Services include but are not limited to:

• Product sourcing and supplier identification from verified manufacturers
• Request for Quotation (RFQ) management and price negotiation
• Sample procurement and quality verification
• Order management, production monitoring, and factory audits
• Shipping coordination, customs documentation support, and logistics advisory
• After-sales coordination and dispute mediation with suppliers

Emily Group acts as a sourcing agent and intermediary. We do not manufacture products directly and are not the seller of record unless explicitly stated in a separate written agreement.

3. Eligibility & Registration

3.1 Business Use Only

The Services are intended exclusively for business-to-business (B2B) use. By registering or using the Services, you represent that you are acting in a commercial or professional capacity and not as a consumer.

3.2 Account Registration

To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

3.3 Age & Legal Capacity

You must be at least 18 years of age and have full legal capacity to enter into binding contracts in your jurisdiction to use the Services.

4. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services to source, trade, or facilitate the sale of counterfeit, illegal, or prohibited goods
• Misrepresent your identity, business, or the intended use of sourced products
• Attempt to bypass, disable, or interfere with any security features of the platform
• Scrape, harvest, or systematically extract data from the platform without prior written consent
• Use the Services to engage in any activity that violates applicable export control laws, sanctions, or trade regulations
• Transmit any unsolicited commercial communications or spam through the platform
• Engage in any conduct that could damage, disable, or impair the Services or servers connected to them
• Attempt to gain unauthorized access to any portion of the Services or related systems

We reserve the right to investigate and take appropriate action against any violation of this policy, including suspending or terminating your account.

5. Orders & Transactions

5.1 Quotations

All quotations provided by Emily Group are estimates based on information available at the time of inquiry. Prices are subject to change based on supplier pricing, currency fluctuations, raw material costs, and shipping rates. A quotation does not constitute a binding offer until confirmed in writing by both parties.

5.2 Order Confirmation

An order is considered confirmed only upon receipt of a signed purchase order or written confirmation from the Client and the corresponding deposit payment as specified in the applicable service agreement or proforma invoice.

5.3 Payment Terms

Payment terms are specified in individual service agreements or invoices. Unless otherwise agreed in writing, standard terms require a deposit prior to production commencement and the balance prior to shipment. All payments are non-refundable once production has commenced, except as expressly provided in these Terms or a separate written agreement.

5.4 Cancellations & Modifications

Order cancellations or modifications must be submitted in writing. Cancellation fees may apply depending on the stage of production. Emily Group will communicate applicable fees prior to processing any cancellation.

5.5 Delivery & Risk

Unless otherwise agreed, delivery terms follow Incoterms® 2020 as specified in the relevant transaction documents. Risk of loss or damage transfers to the Client in accordance with the agreed Incoterms. Emily Group is not liable for delays caused by suppliers, carriers, customs authorities, or force majeure events.

6. Intellectual Property

6.1 Our Content

All content on the Emily Group website and platform -- including text, graphics, logos, images, and software -- is the property of Emily Group or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works without our prior written consent.

6.2 Client Materials

You retain ownership of any designs, specifications, trademarks, or other intellectual property you provide to Emily Group for sourcing purposes ("Client Materials"). By submitting Client Materials, you grant Emily Group a limited, non-exclusive license to use such materials solely for the purpose of fulfilling your service requests.

6.3 Confidential Designs

Emily Group will not share your proprietary designs or specifications with third parties beyond what is necessary to fulfill your order, and will take reasonable steps to protect the confidentiality of such materials.

7. Confidentiality

Both parties acknowledge that in the course of the business relationship, each may receive confidential information belonging to the other party, including but not limited to pricing, supplier identities, business strategies, and technical specifications ("Confidential Information").

Each party agrees to: (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for the purposes of the business relationship.

These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

8. Disclaimers & Warranties

8.1 "As Is" Basis

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 Supplier Performance

Emily Group acts as an intermediary and does not guarantee the performance, quality, or compliance of any third-party supplier. While we conduct due diligence and quality checks where agreed, we cannot warrant that all products will be free from defects or will meet every specification in all circumstances.

8.3 Regulatory Compliance

It is the Client's sole responsibility to ensure that sourced products comply with all applicable laws, regulations, certifications, and standards in the destination country or market. Emily Group does not provide legal or regulatory compliance advice.

8.4 Platform Availability

We do not warrant that the platform will be uninterrupted, error-free, or free of viruses or other harmful components. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMILY GROUP AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Damages arising from supplier delays, product defects, or shipping issues beyond our reasonable control
• Damages resulting from unauthorized access to or alteration of your data or transmissions

IN NO EVENT SHALL EMILY GROUP'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO EMILY GROUP IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Emily Group and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party intellectual property or other rights
• Any misrepresentation made by you in connection with the Services
• The use or resale of products sourced through Emily Group in your market

11. Termination

11.1 Termination by You

You may terminate your account or cease using the Services at any time by providing written notice to Emily Group. Termination does not relieve you of any payment obligations for Services already rendered or orders already placed.

11.2 Termination by Us

We reserve the right to suspend or terminate your access to the Services immediately and without prior notice if we determine, in our sole discretion, that you have violated these Terms, engaged in fraudulent activity, or if continued provision of Services poses a legal or reputational risk to Emily Group.

11.3 Effect of Termination

Upon termination, all licenses granted to you under these Terms will immediately cease. Provisions that by their nature should survive termination -- including confidentiality, intellectual property, limitation of liability, indemnification, and governing law -- shall survive.

12. Governing Law & Disputes

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.

12.2 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days of written notice, either party may pursue resolution through binding arbitration or the courts of competent jurisdiction as specified in the applicable service agreement.

12.3 Waiver of Class Actions

To the extent permitted by law, you waive any right to participate in a class action lawsuit or class-wide arbitration against Emily Group.

13. Changes to Terms

Emily Group reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify registered users by email or platform notification.

Your continued use of the Services after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.

14. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact our legal team: