These Terms of Use (these “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and Volt Equity LLC (“Ambly”, “Company”, “we”, “us”, or “our”), concerning your access to and use of our website located at www.ambly.io, the Ambly application, or any of our other websites, applications, or online services that link to these Terms (collectively, our “Services”). You agree that by accessing our Services, you have read, understood, and agreed to be bound by these Terms.
PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING OUR SERVICES, WHETHER AS A GUEST OR REGISTERED USER, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING OUR SERVICES.
Your access and use of our Services is also subject to our Privacy Policy located at https://ambly.io/privacy and any terms disclosed to and agreed by you when you access or purchase additional features, products, or services from us (“Additional Terms”), which are incorporated by reference into these Terms.
You must be at least 16 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services.
At this time, Ambly is intended only for users in the United States. If you are a resident of any region outside the United States, you are not permitted to use our Services.
The information provided on our Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access our Services do so on their own initiative and are solely responsible for compliance with any applicable local laws.
THESE TERMS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF OUR SERVICES, INCLUDING THE VALIDITY, APPLICABILITY, OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, ARBITRATION, OR OTHER SIMILAR PROCESS. PLEASE REVIEW THE BINDING ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
We may update these Terms from time to time at our sole discretion. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms” link within our Services, or as otherwise made available by us. Your continued use of our Services following the publication of any amended Terms shall signify your acceptance of such amended Terms, except where we are otherwise required by law to seek your direct consent.
Use of Our Services
Subject to your strict compliance with these Terms, Ambly grants you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to use and access our Services on a personal your computer, mobile phone, or other wireless device (“Device”) strictly for your personal, non-commercial use.
Excluding any of Your Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in our Services and its content are owned by Ambly or our suppliers. Neither these Terms nor your access to our Services transfers to you or any third party any right, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth above under the heading “Use of Our Services”, Subsection A (License). We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
You may not access or use our Services for any purpose other than that for which we make our Services available. Our Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing.
You agree not to do any of the following:
Attempt to or do harm to us, our Services, or any others, or engage in any activity that interferes with a user’s access to our Services or the proper operation of our Services.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use our Services in a manner inconsistent with any applicable laws or regulations.
Systematically retrieve data or other content from our Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Create a new account after we suspend or terminate your account without our express written consent.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Upload, transmit, or distribute to or through our Services any computer viruses, worms, or any software intended to damage or alter a computer system or data.
Interfere with, disrupt, or create an undue burden on servers or networks connected to our Services, or violate the regulations, policies, or procedures of such networks.
Reverse engineer, disassemble, or modify any source or object code or any software or other products, services, or processes accessible through our Services, install any software, file, or code on our Services that is not authorized by us, or attempt to do so.
Attempt to gain unauthorized access to or test the vulnerability of our Services (or to other computer systems or networks connected to or used together with our Services), whether through password mining or any other means.
Use any meta tags or other “hidden text” utilizing any reference to Ambly or our Services (or any of our trademarks, trade names, service marks, logos or slogans).
Interfere with or circumvent any security feature of our Services or any feature that restricts or enforces limitations on the use of or access to our Services.
Access or collect information from our Services using automated means (such as through scripts, robots scrapers, or spiders).
Use our Services to harvest, collect, gather, or assemble information or data regarding other users, including e-mail addresses, without their consent.
Send through our Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
Harass, intimidate, bully, stalk, threaten, defame, harm, or otherwise mistreat any other users of our Services or employees or representatives of Ambly.
Disparage our performance, or distribute any false or misleading statement, or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of us or our employees or representatives.
Use our Services for commercial or political purposes.
Access or use our Services outside of the United States.
Otherwise violate these Terms, or any additional terms with us that you may agree to, or solicit, encourage, or facilitate anyone else to do so.
The license granted to you under these Terms and any authorization to access our Services is automatically revoked in the event that you violate any of the foregoing.
We reserve the right, at any time, to modify, suspend, or discontinue our Services (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of our Services or any part thereof.
You acknowledge and agree that while we may endeavor to provide you with customer support in connection with any inquiries, we have no obligation to do so or otherwise provide you with any support or maintenance in connection with our Services.
If you elect to provide or make available to us any suggestions, comments, ideas, improvements or other feedback relating to our Services (“Feedback”), we shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
Accounts
When you access or use our Services, whether as a guest or registered user, you represent and warrant that: (1) you are a United States resident at least 16 years of age, and if you are under 18 years of age (or the age of legal majority where you live), your use of our Services is and will be exclusively under the supervision of a parent or legal guardian who agrees to be bound by these Terms; (2) you are legally permitted to use our Services; (3) you will not access our Services through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use our Services for any illegal or unauthorized purpose; and (5) your use of our Services will not violate any applicable law or regulation.
When you register for an account with us, you further represent and warrant that all registration information you submit is truthful, accurate, current, and complete, and you will maintain the accuracy of such information and promptly update such registration information as necessary. If you are registering to use our Services on behalf of an entity, you represent and warrant that: (a) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (b) you are authorized by such legal entity to act on its behalf.
You may create an account directly through us or by using login credentials from a third party (e.g., Google). If you create an account using third-party login information, you authorize us to access, display, and use certain information from your third-party account. To learn more about the information we collect and how we use it, please visit our Privacy Policy located at https://ambly.io/privacy.
You are responsible for maintaining the confidentiality of your account login information, such as your username and password, and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your account or any other breach of security. You will not sell, transfer, or assign your account or any account rights. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. We are not liable for any loss or damage arising from your failure to comply with the foregoing requirements.
By creating an account, you agree to subscribe to newsletters, marketing or promotional materials, and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link at the bottom of any email we send.
We may terminate or suspend your account and bar access to our Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever. If you wish to terminate your account, use the “Delete Account” function in the Ambly website or application or contact us at support@ambly.io. Your account will be deleted immediately, but it may take some time for Your Content (defined below) to be completely removed from our Services. Please note that deleting the Ambly application does not automatically terminate any Purchases (defined below) or subscriptions that you may have. To cancel a subscription, please review the provision below under the heading “Purchases and Subscriptions”, Subsection E (Subscription Cancellation).
Purchases and Subscriptions
For certain types of accounts, we may charge a fee, such as an account fee or subscription fee. If you sign up for an account with an associated fee or purchase any product or service made available through our Services (a “Purchase”), whether under a subscription or otherwise, you may be asked to supply certain information relevant to your purchase including payment and billing information (“Payment Information”). You represent and warrant that: (i) all Payment Information you provide to us is and will be true, correct, and complete; and (ii) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase and the Payment Information you provide. Purchases are void where prohibited by law.
We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting any Payment Information, you grant us the right to use and provide such information to these third parties subject to our Privacy Policy located at https://ambly.io/privacy. You acknowledge and agree that in the event the third-party payment processor experiences a data breach that affects your information through no fault of us, we will in no way be responsible or liable to you for any such breach. Should the mechanism of payment provided initially be declined for insufficient funds or any other reason, we reserve the right to attempt to recharge the mechanism of payment in full or in lesser installments of the initially incurred charge. You will be solely responsible for all overdraft fees and/or penalties that may be assessed by your payment provider.
All fees for Purchases are payable in accordance with the payment terms in effect at the time of the Purchase. We may offer promotional trial subscriptions to access our Services for free or at special discounted prices. If you sign up for a trial subscription, your rights to use our Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. Please note that we do not provide price protection or refunds for existing subscribers in the event of a price drop or promotional offering for new subscribers. Unless otherwise provided in these Terms, all Purchases are non-refundable.
We reserve the right to discontinue our Services or suspend or terminate your access to our Services, including to your account or Your Content, at any time, without notice, for any reason and without any obligation to you or any third party. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, or otherwise violates these Terms, we may suspend or terminate your account or deny you access to all or part of our Services. Any suspension or termination will not affect your obligations to us, including any payment obligations to us, and you will not be entitled to a refund of any payments previously made. Upon suspension or termination of your access to our Services, or upon notice from us, your license to use our Services will terminate immediately.
By making a Purchase under a subscription, you agree that we may renew your subscription automatically for the same subscription term on the day after your previous subscription ends, and you authorize us to charge you for the subscription term at the then-current price, unless you cancel your subscription prior to its renewal date. We will charge your credit card (or the other method of payment initially used by you) each year, month, or other applicable period (depending on the term that you selected) for the then-current applicable price.
If you purchase a subscription directly through us (rather than through a third party, such as Apple’s iTunes App Store), you can cancel your subscription prior to its renewal date by following the instructions on our Services in user settings or by emailing support@ambly.io. If you email us, please know that we endeavor to have customer requests handled within two business days; however, we cannot guarantee that your cancellation will be registered within that time period. We will honor all cancellation requests for subscriptions that were made directly through us that are received before the renewal date. If you purchased your subscription through a third party, such as Apple’s iTunes App Store or Google Play Store, you must follow the cancellation instructions provided by such third party. Removing the Ambly application from your Device will not automatically cancel your subscription.
For all subscriptions, you will continue to have access to your Purchase for the period of time that has already been prepaid. After you cancel your subscription, we will not charge you any subscription fees after the expiration of your then-current subscription period. Please note we do not provide full or partial refunds for prepaid sums other than as described elsewhere in these Terms. In any event, you will be able to continue to use our Services throughout the remainder of the subscription period for which you have already paid.
Because our Services may be utilized without a subscription, canceling your subscription does not remove your profile from our Services. If you wish to terminate your account, you must follow the procedures described above under the heading “Accounts”, Subsection C (Account Termination).
If you sign up for a free trial and do not cancel before the end of the trial period, your trial may convert into a paid subscription and you will be charged at the then-current price for such subscription. Once your free trial converts to a paid subscription, your paid subscription will continue to automatically renew at the end of each period as described above under the heading “Purchase and Subscriptions”, Subsection D (Subscription Renewal). To avoid charges for a new subscription period, you must cancel before the end of the then-current subscription period or free trial period as described above under the heading “Purchase and Subscriptions”, Subsection E (Subscription Cancellation). Deleting your account or deleting the Ambly application from your Device does not cancel your free trial.
Generally, all charges for Purchases are nonrefundable, and there are no refunds or credits for partially used periods.
For users residing in Arizona, Colorado, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin, the terms below apply:
You may cancel your subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date you subscribed. In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use Ambly) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing Ambly notice in the same manner as you request a refund as described below in the next paragraph.
To request a refund for payments made directly to us, please support@ambly.io. To request a refund for payments made through a third party, such as Apple’s iTunes App Store or Google Play Store, you must follow the cancellation instructions provided by such third party.
The payments described in the subsections under the heading “Purchases and Subscriptions” do not include any Sales Tax (defined below) that may be due in connection with any Purchases. If we determine that we have a legal obligation to collect Sales Tax from you in connection with any Purchases, we will collect such Sales Tax in addition to any applicable payments. If any Purchases, or payments for any Purchases, are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. As used herein, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Content
You are solely responsible and liable for any content that you upload or provide to us (“Your Content”). By submitting any Content, you warrant that (a) you are the sole author and owner of the Content; and (b) the use of any Content you supply will not violate these Terms and will not cause injury to any person or entity.
You hereby grant (and you represent and warrant that you have the right to grant) to us and our affiliates and service providers an irrevocable, nonexclusive, royalty-free, fully-paid, transferable, perpetual, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your Content in any form or medium (whether now or later developed), and to grant sublicenses of the foregoing rights, in connection with our Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to Your Content. You acknowledge and agree that the technical processing and transmission of data associated with our Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices. We are not obligated to backup any of Your Content, and Your Content may be deleted at any time without prior notice.
Other than Your Content, as between you and us, any content that we provide or otherwise make available (“Our Content”), including any text, images, graphics, video, audio, user interfaces, trademarks, logos, and other data, materials, and intellectual property appearing on our Services, are owned, controlled, or licensed by us and protected by intellectual property rights, including copyrights, patents, trademarks, and trade secrets. All right, title, and interest in and to Our Content remains with us at all times. Subject to your strict compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to access and use Our Content on a personal Device strictly for your personal, non-commercial use. This license does not give you any rights of ownership of, or any other intellectual property interest in, Our Content or our Services, and you may not distribute, modify, transmit, reuse, download, repost, copy, or otherwise use Our Content or our Services, whether in whole or in part, for commercial purposes or for personal gain, without our prior written consent. All rights not expressly granted to you are reserved by us and/or our licensors and other third parties.
Third-Party Links
Our Services may contain links to third-party websites or services, and/or display advertisements for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under our control, and we are not responsible for any Third-Party Links or their content or your reliance thereon. We provide access to these Third-Party Links only as a convenience to you, and we may not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You acknowledge and agree that your use of all Third-Party Links is at your own risk. When you click on any Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering policies. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
You hereby release and forever discharge Ambly (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, our Services (including any interactions with, or act or omission of, other users of our Services or any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you link to our Services, you must adhere to the following requirements: (i) the link to our Services must not damage, disparage, present false information about, or tarnish the goodwill associated with any of our trademarks, products, services and/or intellectual property; (ii) the link to our Services must not create the false appearance that your websites and/or organization is sponsored by, endorsed by, affiliated with, or associated with us; (iii) no one may “frame” our Services or create a browser environment around any of the Content; and (iv) you may not link to our Services from a website that is unlawful, abusive, indecent, obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory, or that we otherwise deem inappropriate in our sole discretion. We reserve the right to prohibit linking to our Services for any reason, in our sole discretion, even if the linking complies with the requirements described above in this paragraph.
Disclaimers, Liabilities, and Indemnification
As used in this section, “Company Parties” means us, our affiliates, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns.
We do not provide investment, tax, or legal advice. Our Services are not intended for persons of any jurisdiction where we are not authorized to do business or where our Services would be contrary to the securities regulations, futures regulations, or other local laws and regulations of that jurisdiction.
Our Content may include calculations, projections, opinions, and other information (collectively, “Calculations”) for which we cannot be certain as to the accuracy or reliability. These Calculations are for educational and informational purposes only. Despite our efforts to provide useful and accurate Calculations, errors may appear from time to time. We make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of the Calculations. YOUR ACCESS TO AND USE OF OUR SERVICES, INCLUDING ANY CALCULATIONS, IS AT YOUR OWN RISK.
Calculations may relate to stock options or other securities. Options involve risk and are not suitable for all investors as the special risks inherent to options trading may expose investors to potentially significant losses. We recommend that you perform your own research and fully understand the risks and characteristics of options trading before engaging in options trading or other investment activities. You assume all risks associated with the use by any person or entity of any Calculations, including any reliance on the accuracy, completeness, or usefulness thereof. THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE CALCULATIONS.
OUR SERVICES AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH OUR SERVICES IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY THAT OUR SERVICES (INCLUDING ANY PURCHASES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES DO NOT GUARANTEE THE TRUTH OR ACCURACY OF ANY USER CONTENT NOR THE COMPATIBILITY OF ANY MATCHES MADE ON OUR SERVICES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO OUR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
Some jurisdictions limit or do not allow the disclaimer OR LIMITATION of implied or other warranties, so the above disclaimers AND LIMITATIONS may not apply to the extent that such jurisdictions’ laws are applicable.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT, OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO: (I) YOUR ACCESS TO OR USE OF THE SERVICES (OR LACK THEREOF), (II) ANY USER CONTENT OR THE CONDUCT OF ANY USER OR THIRD PARTIES ON OR THROUGH OUR SERVICES; OR (III) ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT. THE FOREGOING SHALL APPLY EVEN IF ANY COMPANY PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED IN ANY WAY WITH OUR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE COMPANY PARTIES’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO AMBLY DURING THE PREVIOUS TWELVE MONTHS FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION.
To the maximum extent allowed by law, you agree to indemnify, defend, and hold harmless the Company Parties from and against any and all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from: (i) your breach or alleged breach of these Terms; (ii) your use of our Services or activities in connection with our Services; (iii) your User Content; (iv) your negligence or willful misconduct; (v) your violation of any law, rule, or regulation; or (vi) your violation of any third-party rights. The Company Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company Parties in asserting any available defenses. You will not, in any event, settle any claim without our prior written consent. The foregoing provision does not require you to indemnify any Company Parties for any unconscionable commercial practice or act of fraud, deception, or misrepresentation in connection with our Services.
Copyright Infringement Policy and Reporting Procedure
We respect the intellectual property of others and ask that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to us at support@ambly.io, with the subject line: “Copyright Infringement”:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
If you must send your notice by physical mail, you may do so by including the same information as indicated above by sending a notice to the address identified below under the heading “Contact Us” but please note that it will take us significantly longer to respond.
Dispute Resolution
Please read this Arbitration Agreement (DEFINED BELOW) carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any product or service provided by Ambly that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this section under the heading “Dispute Resolution” (this “Arbitration Agreement”). Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Ambly, and to any of Ambly’s subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.
To commence arbitration proceedings, you must first send us a written notice of dispute (the “Notice”) describing the nature and basis of the claim or dispute and the requested relief. The Notice should be sent to: _2193 Fillmore St. San Francisco, CA, 94115_. After the Notice is received, you and Ambly must first attempt to resolve the claim or dispute informally. If you and Ambly do not resolve the claim or dispute within thirty (30) days after the Notice is received, either you or Ambly may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/. All other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the alternative dispute resolution provider.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Ambly. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Ambly.
YOU AND AMBLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ambly are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above under the heading “Dispute Resolution”, Subsection A (Applicability of Arbitration Agreement). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@ambly.io with the subject “Opt Out Arbitration”, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Ambly username (if any), the email address you used to set up your Ambly account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Except as provided above under the heading “Dispute Resolution”, Subsection F (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with Ambly.
Ambly agrees that if we make any future material change to this Arbitration Agreement, you may reject that change by sending written notice of your decision to reject such change to: support@ambly.io with the subject “Reject Modification of Arbitration Agreement” within thirty (30) days of such change becoming effective.
General Provisions
By using our Services, you agree to be bound by the terms and conditions of these Terms, our Privacy Policy located at https://ambly.io/privacy, and any Additional Terms (each as may be modified from time to time). If you do not accept and agree to be bound by all such terms and conditions, you are not permitted to use our Services.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above in this paragraph, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Services. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If you do not agree to any changes to these Terms, you must discontinue use of our Services.
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. All claims arising out of or relating to these Terms and/or your relationship with us that for whatever reason are not submitted to arbitration, and all claims or cases challenging the enforceability or applicability of the arbitration provisions herein, will be litigated exclusively in the federal or state courts of Alameda County. You agree that such courts shall have personal jurisdiction and venue and waive any objection based on inconvenient forum.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
We control and operate our Services from the United States. If you use our Services from other locations, you are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. If you live in a country with data protection laws, the storage of your personal data may not provide you with the same protections as you enjoy in your country of residence. By submitting your personal information or otherwise using our Services, you agree to the transfer of your personal information to, and storage and processing of your personal information in, any such countries and destinations.
Our Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from Ambly, or any products utilizing such data, in violation of the United States export laws or regulations.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
The communications between you and us use electronic means, whether you use our Services or send us emails, or whether we post notices on our Services or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
We shall not be liable or deemed to be in breach for any delay or failure in performance of these Terms or interruption of services resulting directly or indirectly from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order, or any other cause beyond our reasonable control.
These Terms, together with any other documents referenced herein, constitute the entire agreement between you and us regarding the use of our Services. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. The terms and conditions set forth in these Terms shall be binding upon successors and assigns.
Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” or similar language means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. In the event of any termination of these Terms or termination of your account, your obligations under these Terms shall survive. You agree that these Terms will not be construed against us because we drafted them.
Contact Us
Please contact us with any questions or comments about these Terms.
By email: support@ambly.io
By mail: _2193 Fillmore St. San Francisco, CA, 94115_