Terms of Service

Last updated: June 12, 2026

These Terms of Service ("Terms") form a binding agreement between you (an MSP creating an account, or any individual using the Service on behalf of an MSP, "you" or "Customer") and [LEGAL ENTITY NAME], a [STATE/JURISDICTION] [ENTITY TYPE, e.g. LLC] ("Embarqly," "we," "us," or "our"), governing your access to and use of the Embarqly onboarding platform, including our website, dashboard, APIs, and client onboarding portals (collectively, the "Service").

By creating an account, clicking "Create account," or otherwise accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

1. The Service

Embarqly is a software platform that helps managed service providers ("MSPs") create onboarding checklists/templates, share onboarding "portals" with their own clients ("Clients"), collect information and files from Clients, and optionally collect and temporarily store sensitive credentials submitted by Clients via the "Credential Vault" feature.

We may add, change, suspend, or discontinue features of the Service at any time, including during a free or early-access period, with or without notice.

2. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract to use the Service.
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
You must provide accurate, current information when creating an account and keep it up to date.
You are responsible for the actions of any team members or users you authorize to access your account, and for ensuring they comply with these Terms.
You must notify us promptly at hello@embarqly.com if you become aware of any unauthorized access to your account.

3. Your Responsibilities as an MSP

As between you and us, you are solely responsible for the Onboarding Data and Credential Data you and your Clients submit through the Service ("Customer Data"). You represent and warrant that:

You have all necessary rights, consents, and legal bases to collect, submit, and process Customer Data (including personal information of your Clients and their personnel) through the Service, and to share it with us as your service provider;
Your use of the Service, including any onboarding templates you create and any requests you make of Clients (including requests for credentials), complies with applicable laws and with your own agreements and obligations to your Clients;
You will provide your Clients with any privacy notices required by applicable law before directing them to a Client Portal; and
You will promptly purge Credential Data from the Service once it has been retrieved and securely stored in your own systems (e.g., your password manager), and will not rely on the Service as a long-term credential store.

4. Client Portals and End Users

Clients who access a Client Portal do so via a unique link provided by the MSP and generally do not create an Embarqly account. The MSP is responsible for the relationship with its Clients, including obtaining any necessary consents for the Client to submit information (including credentials) through the portal. Nothing in these Terms creates a direct contractual relationship between Embarqly and a Client, except that Clients must comply with Section 6 (Acceptable Use) when using a Client Portal.

5. Credential Vault — Important Disclosures

The Credential Vault is provided as a convenience to help transfer sensitive credentials from a Client to an MSP. It is not a substitute for a dedicated password manager, and Embarqly assumes no responsibility for credentials retained in the Service longer than necessary.

Credential Data submitted via the Credential Vault is encrypted at rest (AES-256-GCM), and access to it is logged. However, no system is completely secure, and you acknowledge the inherent risks of transmitting and storing sensitive credentials in any system, including this one.
You are responsible for promptly retrieving and purging Credential Data, and for rotating any credentials that may have been exposed to additional parties as part of the onboarding process, consistent with your own security practices.
We may, in the future, implement automatic expiration or deletion of unpurged Credential Data after a defined period, and will provide notice of any such change.
You must not use the Credential Vault to store credentials unrelated to a legitimate onboarding, or as general-purpose password storage.

6. Acceptable Use

You agree not to, and not to permit any user (including Clients accessing a portal) to:

Use the Service for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;
Upload, submit, or transmit any content that is unlawful, infringing, defamatory, or that you do not have the right to share;
Submit credentials, files, or information belonging to a third party without that party's authorization;
Attempt to gain unauthorized access to any account, data, or system, or to probe, scan, or test the vulnerability of the Service or any related systems;
Interfere with or disrupt the integrity or performance of the Service (e.g., via malware, denial of service, or excessive automated requests);
Reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law;
Use the Service to store or transmit malicious code; or
Resell, sublicense, or provide the Service to third parties as a standalone service without our prior written consent.

We may investigate and take appropriate action against anyone who violates this section, including suspending or terminating access and reporting violations to law enforcement where appropriate.

7. Fees and Payment

The Service may currently be offered free of charge during an early-access period, as indicated on our website. We may introduce paid subscription plans in the future. If we do, we will provide notice of applicable fees before they apply to your account, and continued use of paid features after that notice constitutes acceptance of the applicable fees. Except as required by law, fees (once introduced) are non-refundable. [Insert detailed billing terms, including billing cycle, taxes, late payment, and cancellation policy, once a paid plan is introduced.]

8. Intellectual Property

Our IP. The Service, including its software, design, text, graphics, and trademarks (excluding Customer Data), is owned by Embarqly and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.
Your IP / Customer Data. You retain all rights to Customer Data. You grant us a limited license to host, store, process, and transmit Customer Data solely as necessary to provide the Service to you and as described in our Privacy Policy.
Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, royalty-free license to use that feedback without restriction or obligation to you.

9. Confidentiality

Each party may have access to non-public business, technical, or product information of the other party ("Confidential Information"). Each party agrees to use the other party's Confidential Information only as necessary to perform under these Terms, and to protect it using at least the same degree of care it uses for its own confidential information of similar nature, but no less than reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law (with notice to the other party where legally permitted).

10. Service Availability; Disclaimers

We will use commercially reasonable efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable due to maintenance, updates, or factors outside our control.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY CONTENT, INCLUDING CREDENTIAL DATA, WILL BE PRESERVED WITHOUT LOSS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EMBARQLY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF EMBARQLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMBARQLY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO EMBARQLY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). DURING ANY PERIOD IN WHICH THE SERVICE IS PROVIDED FREE OF CHARGE, EMBARQLY'S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law (such as liability for gross negligence, willful misconduct, or fraud, where prohibited from being limited).

12. Indemnification

You agree to defend, indemnify, and hold harmless Embarqly and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) Customer Data, including any Onboarding Data or Credential Data you or your Clients submit; (c) your violation of these Terms; or (d) your violation of any rights of a third party, including your Clients.

13. Term, Suspension, and Termination

These Terms remain in effect for as long as you use the Service or maintain an account.
You may stop using the Service and request deletion of your account at any time by contacting hello@embarqly.com.
We may suspend or terminate your access to the Service, with or without notice, if we reasonably believe you have violated these Terms, created risk or possible legal exposure for us, or if required to do so by law.
We may discontinue the Service (or any part of it) with reasonable advance notice where practicable, except where immediate action is required for security or legal reasons.
Upon termination, your right to use the Service ceases. We may delete Customer Data associated with your account following termination, subject to any retention obligations described in our Privacy Policy or required by law. You are responsible for exporting any Customer Data you wish to retain before termination.
Sections that by their nature should survive termination (including Sections 8–12, 14, and 16) will survive.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-laws principles, except to the extent applicable law of your jurisdiction provides otherwise and cannot be waived.

Before initiating any formal proceeding, you agree to first contact us at hello@embarqly.com to attempt to resolve the dispute informally. Subject to applicable law, any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in [COUNTY/STATE], and each party consents to personal jurisdiction there. [Add arbitration clause and/or class-action waiver here if desired, with legal review — enforceability varies by jurisdiction and may require additional conspicuous notice.]

15. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice (such as by email to the account owner or a notice within the Service) at least a reasonable time before the changes take effect, except for changes required by law or to address an immediate security concern, which may take effect immediately. Continued use of the Service after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

16. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any order/subscription terms agreed in writing, constitute the entire agreement between you and Embarqly regarding the Service and supersede any prior agreements.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
No Waiver. Our failure to enforce any right or provision will not be considered a waiver of that right or provision.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control.
Notices. We may provide notices to you via email to the address associated with your account or through the Service. You may provide notices to us at hello@embarqly.com.
Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Embarqly.

17. Contact Us

Questions about these Terms can be directed to:

Email: hello@embarqly.com
[LEGAL ENTITY NAME], [BUSINESS ADDRESS]

This document is a general template and does not constitute legal advice. It is provided to help Embarqly get baseline terms in place quickly, but should be reviewed and customized by qualified legal counsel before being relied upon — particularly the bracketed placeholders, the dispute-resolution section, and any future billing terms.