We are Ambimat Electronic, doing business as Ambimat Electronic
(“Ambimat Electronic,” “we,” “us,” or “our”), a company
registered in the State of Delaware. We operate the website https://ambimat.com/
(the “Website”) through which we provide you our services,
(collectively, the “Services” which include the provision and
use of the Website). You can contact us by phone at (+91)79255 01989, by email at support@ambimat.com, or by post to LAXMI”, B/h St. Xavier’s School, Nr. Central Automobiles,
Mirzapur road, Mirzapur, Ahmedabad - 380001 Gujarat,
India. These Terms of Use constitute a legally binding agreement made
between you, whether personally or on behalf of an entity
(“you”) and concerning your access to and use of the Website and
the Services. You agree that by accessing the Services, you have
read, understood, and agree to be bound by all of these Terms of
Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU
ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST
DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be
posted on the Website from time to time are hereby expressly
incorporated herein by reference. We reserve the right, in
Ambimat Electronic’s sole discretion, to make changes or
modifications to these Terms of Use from time to time. We will
alert you about any changes by updating the “Last updated” date
of these Terms of Use, and you waive any right to receive
specific notice of each such change. It is your responsibility
to periodically review these Terms of Use to stay informed as
each time you access the Services, you will be subject to, and
will be deemed to have been made aware of and to have accepted,
the then applicable Terms of Use. The Services are intended for business users who are at least
18 years old. Persons under the age of 18 are not permitted to
use or register for the Services.
TABLE OF CONTENTS
OUR WEBSITE AND SERVICES
INTELLECTUAL PROPERTY RIGHTS
USER REPRESENTATIONS
USER REGISTRATION
FEES AND PAYMENT
PROHIBITED ACTIVITIES
THIRD-PARTY WEBSITES AND CONTENT
SERVICES MANAGEMENT
PRIVACY NOTICE
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND
POLICY
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
GOVERNING LAW
DISPUTE RESOLUTION
CORRECTIONS
DISCLAIMER
LIMITATIONS OF LIABILITY
INDEMNIFICATION
USER DATA
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
CALIFORNIA USERS AND RESIDENTS
OTHER IMPORTANT INFORMATION
CONTACT US
1. OUR WEBSITE AND SERVICES
We are not lawyers nor a law firm, but we help you with
compliance in relation to your privacy and contractual
obligations. We provide you a software (the “Software”), that
you access remotely via the cloud, that you can use for (a)
consent management (“Consent Platform”); and (b) the generation
of policies, legal agreements, disclaimers, and other documents
generated by the Services using information related to your
business or organization that you enter into the Software
(collectively “Forms”). The information, Consent Platform, and Forms provided when
using the Services are 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 the Services from other locations do so on
their own initiative and are solely responsible for compliance
with local laws, if and to the extent local laws are
applicable. The Services are not tailored to comply with industry-specific
regulations (including Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security
Management Act (FISMA), etc.), so if your interactions would be
subjected to such laws, you may not use these Services. You may
not use the Services in a way that would violate the
Gramm-Leach-Bliley Act (GLBA).
Using Ambimat Electronic’s Forms
You may use any Forms generated by the Software through your
use of our generator(s) for your business or organization. It is
your responsibility to determine whether the Forms generated by
the Software are appropriate for your use. From time to time, we
may notify you that a particular Form may need to be updated in
response to changes in applicable laws or other guidance, rules
or regulations, and you are responsible for determining whether
to update the Forms used in your business or organization. WE DO NOT REPRESENT THAT THE FORMS WILL MEET YOUR SPECIFIC
GOALS, PROTECT YOUR SPECIFIC INTERESTS, OR WITHSTAND CHALLENGES
TO THEIR LEGAL OR FACTUAL SUFFICIENCY. THE FORMS ARE NOT
PROVIDED WITH ANY GUARANTY, WARRANTY, OR REPRESENTATION AS TO
QUALITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE . The Forms are general in nature and may not be sufficient to
protect you against a specific risk, problem or dispute. Our
software’s generation of a Form does not constitute the practice
of law and is not legal counsel or advice. You should not rely
on a Form as a substitute for consultation with an
attorney.
Using Ambimat Electronic’s Consent Platform
If you use Ambimat Electronic’s Consent Platform, you may
access the features of the Software designed to track and
monitor consents given or withdrawn by the users of your
website(s) with regard to cookies or similar tracking technology
used on such website(s). Ambimat Electronic IS NOT LIABLE FOR YOUR FAILURE TO DISABLE OR
REMOVE COOKIES IF YOUR USERS DO NOT CONSENT TO THEIR USE.
2. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, we retain all right, title, and
interest in and to the Software and the Website, including
without limitation all graphics, user interfaces, databases,
functionality, software, website designs, audio, video, text,
photographs, graphics, logos, and trademarks or service marks
reproduced through the System. These Terms of Use do not grant
you any intellectual property license or rights in or to the
Software and the Website or any of its components, except to the
limited extent that these Terms of Use specifically sets forth
your license rights to it. You recognize that the Software and
the Website and their components are protected by copyright and
other laws. Conditioned upon your compliance with these Terms of Use and,
if applicable, your payment of the Subscription Fees, we grant
you the rights to reproduce, modify, and publicly display the
Forms and use the Consent Platform (all together “Content”) on
your website or mobile application. In addition, as to a Form
intended to serve as a legal agreement between you and a
counterparty, we grant you the right to distribute that Form to
the counterparty to the extent reasonably necessary for your
counterparty to execute the agreement. Under no circumstances
may you use the Forms and use the Consent Platform for
commercial purposes other than to facilitate compliance with
applicable laws and best practices or the execution of
agreements by your own business or organization. The Forms and
the Consent Platform generated by the Software are licensed, not
sold, and you receive no title to or ownership of the Forms or
the Consent Platform. You and Ambimat Electronic agree that none of the Feedback (as
defined below) you or your users provide to us constitute
confidential information, and nothing in these Terms of Use or
in our dealings arising out of or related to subject matter of
these Terms of Use will restrict our right to use, profit from,
disclose, publish, keep secret, or otherwise exploit Feedback,
without compensating or crediting you or the user in question.
You hereby grant us a perpetual, irrevocable right and license
to exploit the Feedback in any and every way and subject to
applicable law waive any moral rights in such Feedback. Feedback
will not constitute your confidential information. (“Feedback”
refers to any suggestion or idea for improving or otherwise
modifying any of Ambimat Electronic’s products or
services.)
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1) all
registration information you submit will be true, accurate,
current, and complete; (2) you will maintain the accuracy of
such information and promptly update such registration
information as necessary; (3) you have the legal capacity and
you agree to comply with these Terms of Use; (4) you are not a
minor in the jurisdiction in which you reside; (5) you will not
access the Services through automated or non-human means,
whether through a bot, script or otherwise; (6) you will not use
the Services for any illegal or unauthorized purpose; and (7)
your use of the Services will not violate any applicable law or
regulation. If you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to suspend or
terminate your account and refuse any and all current or future
use of the Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register with the Services. You agree to
keep your password confidential and will be responsible for all
use of your account and password. 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.
5. FEES AND PAYMENT
Ambimat Electronic offers free and paid account options. You
can create a free account (“Free Account”) without providing any
credit card information, but your access to our Website’s
features will be limited. Depending on your needs, you may want
to access more or all of Ambimat Electronic’s Services by
creating or upgrading to a paid account (“Paid Account”). You
can create or upgrade to a Paid Account by signing up for one of
Ambimat Electronic’s subscription plans (“Subscription Plans' '
and each a “Subscription' '). You can find information about our pricing options and
available Subscription Plans on the following page here.
Fees for Subscriptions
Fees for Subscriptions (“Subscription Fees”) shall be based on
the length of your Subscription (“Subscription Period”). All
Subscriptions will auto-renew at the end of the then
Subscription Period. We bill you for all initial and recurring Subscription Fees
through an online billing account and you agree to provide (and
keep updated) current, complete, and accurate purchase and
account information including email address, payment method, and
payment card expiration date, so that we can process your
payments and contact you as needed. Our prices may be updated from time to time so please make sure
that you check our current Subscription Fees before placing your
order. All payments shall be in USD, EUR, or GBP.
Accepted Forms of Payment
We accept the following forms of payment:
Visa
Mastercard
American Express
Discover
Any other Stripe supported card brands
You agree to pay all charges or fees at the prices then in
effect for your Subscription, and you authorize us to charge
your chosen payment provider for any such amounts upon placing
your order. If your Subscription is subject to recurring
charges, then you consent to our charging your payment method on
a recurring basis without requiring your prior approval for each
recurring charge, until you notify us of your cancellation in
accordance with the cancellation information described in this
section below. We reserve the right to correct any errors or mistakes in
pricing, even if we have already requested or received payment.
We also reserve the right to refuse any order placed through the
Services. In such case we will notify you by email and refund
you any Subscription Fees that you have paid.
Sales Tax
Sales tax will be added to the price of purchases as deemed
required by us. Amounts due under these Terms of Use are payable
to us without deduction and are net of any tax, tariff, duty, or
assessment imposed by any government authority (national, state,
provincial, or local), including without limitation any sales,
use, excise, ad valorem, property, withholding, or value-added
tax, whether or not withheld at the source (collectively, “Sales
Tax”). Except as forbidden by applicable law, we may require
that you submit applicable Sales Taxes to us. However, the
preceding sentence does not apply to the extent that you are tax
exempt, provided you give us a valid tax exemption certificate
within thirty (30) days of the start of your Subscription. Our
failure to include any applicable tax in an invoice will not
waive or dismiss the parties’ rights or obligations pursuant to
this Section. If applicable law requires withholding or
deduction of Sales Taxes or any other tax or duty, you shall
separately pay us the withheld or deducted amount, over and
above fees due. For the avoidance of doubt, this Section does
not govern taxes based on our net income.
Account Upgrades, Downgrades, and Cancellations
If you created a Free Account but want to upgrade to a Paid
Account, your upgrade will occur immediately upon payment of the
relevant Subscription Fees and your Subscription Period will run
from the date of your upgrade. If you created or upgraded to a Paid Account, and you want
to:
Upgrade to a different Subscription Plan: Your upgrade will
occur immediately at a prorated rate upon payment of the
price difference between the two Subscription Plans for the
remainder of your Subscription Period. Your upgraded
Subscription Plan will run until the end of the initial
Subscription Period and will auto-renew as the upgraded
Subscription Plan.
Cancel your Subscription Plan and/or downgrade your
Subscription: Your downgrade will take place following the
end of your current Subscription Period.
PLEASE NOTE THAT WHEN YOU DOWNGRADE YOUR ACCOUNT, YOU WILL ONLY
BE ABLE TO ACCESS THE SERVICES AVAILABLE WITHIN YOUR NEW
SUBSCRIPTION PLAN, AND THEREFORE YOU MAY LOSE ACCESS TO ANY
ADDITIONAL FORMS OR ANY PREMIUM CONSENT PLATFORM FEATURES
CREATED OR AVAILABLE THROUGH YOUR PREVIOUS SUBSCRIPTION
PLAN.
How to Cancel a Subscription Plan
You can cancel your Subscription Plan at any time by logging
into your account or contacting us using the contact information
provided below. Your cancellation will take effect at the end of
your current Subscription Period. Except as stated in this Section, we will not be required to
refund Subscription Fees under any circumstances. If you are unsatisfied with our services, please email us at
info@Ambimat Electronic.io or call us at (855) 234-5020.
6. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other
than that for which we make the Services available. The Services
may not be used in connection with any commercial endeavours
except those that are specifically endorsed or approved by
us. As a user of the Services, you agree not to:
Systematically retrieve data, Forms, or other Content from
the Services to create or compile, directly or indirectly, a
collection, compilation, database, or directory without
written permission from us.
Make any unauthorized use of the Services, including
collecting usernames and/or email addresses of users by
electronic or other means for the purpose of sending
unsolicited email, or creating user accounts by automated
means or under false pretences.
Use a buying agent or purchasing agent to make purchases on
the Services.
Use the Services to advertise or offer to sell goods and
services.
Circumvent, disable, or otherwise interfere with
security-related features of the Services, including
features that prevent or restrict the use or copying of any
Content or enforce limitations on the use of the Services
and/or the Content contained therein.
Engage in unauthorised framing of or linking to the
Services.
Trick, defraud, or mislead us and other users, especially
in any attempt to learn sensitive account information such
as user passwords.
Make improper use of our support services or submit false
reports of abuse or misconduct.
Engage in any automated use of the Website or Services,
such as using scripts to send comments or messages, or using
any data mining, robots, or similar data gathering and
extraction tools.
Interfere with, disrupt, or create an undue burden on the
Services or the networks or services connected to the
Services.
Attempt to impersonate another user or person or use the
username of another user.
Sell or otherwise transfer your Ambimat Electronic profile
or account.
Use any information obtained from the Services in order to
harass, abuse, or harm another person.
Use the Services as part of any effort to compete with us
or otherwise use the Services and/or the Content for any
revenue-generating endeavour or commercial enterprise beyond
the licence granted to you under these Terms of Use.
Decipher, decompile, disassemble, or reverse engineer any
of the Software comprising or in any way making up a part of
the Services.
Attempt to bypass any measures of the Website or Software
designed to prevent or restrict access to the Services, or
any portion of the Services.
Harass, annoy, intimidate, or threaten any of our employees
or agents engaged in providing any portion of the Services
to you.
Delete the copyright or other proprietary rights notice
from any Content.
Copy or adapt the Software, including but not limited to
Flash, PHP, HTML, JavaScript, or other code.
Upload or transmit (or attempt to upload or to transmit)
viruses, Trojan horses, or other material, including
excessive use of capital letters and spamming (continuous
posting of repetitive text), that interferes with any
party’s uninterrupted use and enjoyment of the Software or
the Services or modifies, impairs, disrupts, alters, or
interferes with the use, features, functions, operation, or
maintenance of the Software or the Services.
Upload or transmit (or attempt to upload or to transmit)
any material that acts as a passive or active information
collection or transmission mechanism, including without
limitation, clear graphics interchange formats (“gifs”), 1×1
pixels, web bugs, cookies, or other similar devices
(sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
Except as may be the result of standard search engine or
Internet browser usage, use, launch, develop, or distribute
any automated system, including without limitation, any
spider, robot, cheat utility, scraper, or offline reader
that accesses the Software or the Services, or using or
launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion,
Ambimat Electronic, the Software, Website, and/or the
Services.
Use the Services in a manner inconsistent with any
applicable laws or regulations.
7. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Services)
links to other websites (“Third-Party Websites”) as well as
articles, photographs, text, graphics, pictures, designs, music,
sound, video, information, applications, software, and other
content or items belonging to or originating from third parties
(“Third-Party Content”). Such Third-Party Websites and
Third-Party Content are not investigated, monitored, or checked
for accuracy, appropriateness, or completeness by us, and we are
not responsible for any Third-Party Websites accessed through
the Services or any Third-Party Content posted on, available
through, or installed from the Services, including the content,
accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party
Websites or the Third-Party Content. Inclusion of, linking to,
or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Services
and access the Third-Party Websites or to use or install any
Third-Party Content, you do so at your own risk, and you should
be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including
privacy and data gathering practices, of any website to which
you navigate from the Services or relating to any applications
you use or install from the Services. Any purchases you make
through Third-Party Websites will be through other websites and
from other companies, and we take no responsibility whatsoever
in relation to such purchases which are exclusively between you
and the applicable third party. You agree and acknowledge that
we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any
harm caused by your purchase of such products or services.
Additionally, you shall hold us harmless from any losses
sustained by you or harm caused to you relating to or resulting
in any way from any Third-Party Content or any contact with
Third-Party Websites.
8. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor
the Services for violations of these Terms of Use; (2) take
appropriate legal action against anyone who, in our sole
discretion, violates the law or these Terms of Use, including
without limitation, reporting such user to law enforcement
authorities; (3) in our sole discretion and without limitation,
refuse, restrict access to, limit the availability of, or
disable (to the extent technologically feasible) any of your
contributions or any portion thereof; (4) in our sole discretion
and without limitation, notice, or liability, to remove from the
Services or otherwise disable all files and content that are
excessive in size or are in any way burdensome to our systems;
and (5) otherwise manage the Services in a manner designed to
protect our rights and property and to facilitate the proper
functioning of the Services.
9. PRIVACY NOTICE
We care about data privacy and security. Please review our Privacy Notice
to understand our use of your personal information. You
acknowledge that you have reviewed and understand our Privacy
Notice. Please be advised the Services is hosted in the United States.
If you access the Services from any other region of the world
with laws or other requirements governing personal data
collection, use, or disclosure that differ from applicable laws
in the United States, then through your continued use of the
Services, you are transferring your data to the United States,
and you agree to have your data transferred to and processed in
the United States.
10. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND
POLICY
Notifications
We respect the intellectual property rights of others. If you
believe that any material available on or through the Services
infringes upon any copyright you own or control, please
immediately notify our Designated Copyright Agent using the
contact information provided below (a “Notification”). A copy of
your Notification will be sent to the person who posted or
stored the material addressed in the Notification. Please be
advised that pursuant to federal law you may be held liable for
damages if you make material misrepresentations in a
Notification. Thus, if you are not sure that material located on
or linked to by the Services infringes your copyright, you
should consider first contacting an attorney. All Notifications should meet the requirements of DMCA 17
U.S.C. § 512(c)(3) and include the following information: (1) A
physical or electronic signature of a person authorized to act
on behalf of the owner of an exclusive right that is allegedly
infringed; (2) identification of the copyrighted work claimed to
have been infringed, or, if multiple copyrighted works on the
Services are covered by the Notification, a representative list
of such works on the Services; (3) identification of the
material that is claimed to be infringing or to be the subject
of infringing activity and that is to be removed or access to
which is to be disabled, and information reasonably sufficient
to permit us to locate the material; (4) information reasonably
sufficient to permit us to contact the complaining party, such
as an address, telephone number, and, if available, an email
address at which the complaining party may be contacted; (5) a
statement that the complaining party has a good faith belief
that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and
(6) a statement that the information in the notification is
accurate, and under penalty of perjury, that the complaining
party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed upon.
Counter Notification
If you believe your own copyrighted material has been removed
from the Services as a result of a mistake or misidentification,
you may submit a written counter notification to our Designated
Copyright Agent using the contact information provided below (a
“Counter Notification”). To be an effective Counter Notification
under the DMCA, your Counter Notification must include
substantially the following: (1) identification of the material
that has been removed or disabled and the location at which the
material appeared before it was removed or disabled; (2) a
statement that you consent to the jurisdiction of the Federal
District Court in which your address is located, or if your
address is outside the United States, for any judicial district
in which we are located; (3) a statement that you will accept
service of process from the party that filed the Notification or
the party’s agent; (4) your name, address, and telephone number;
(5) a statement under penalty of perjury that you have a good
faith belief that the material in question was removed or
disabled as a result of a mistake or misidentification of the
material to be removed or disabled; and (6) your physical or
electronic signature. If you send us a valid, written Counter Notification meeting
the requirements described above, we will restore your removed
or disabled material, unless we first receive notice from the
party filing the Notification informing us that such party has
filed a court action to restrain you from engaging in infringing
activity related to the material in question. Please note that
if you materially misrepresent that the disabled or removed
content was removed by mistake or misidentification, you may be
liable for damages, including costs and attorney’s fees. Filing
a false Counter Notification constitutes perjury.
Designated Copyright Agent
LAXMI”, B/h St. Xavier’s School,Nr. Central Automobiles, Mirzapur road, Ahmedabad - 380001 Gujarat, Indiasupport@ambimat.com
11. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while
you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF
THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND
USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES),
TO ANY PERSON IF WE REASONABLY CONSIDER THAT SUCH PERSON IS IN
BREACH OF THESE TERMS OF USE, OUR ACCEPTABLE USE POLICY, OR OF
ANY APPLICABLE LAW OR REGULATION, INCLUDING WITHOUT LIMITATION
BREACHES OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED
IN THESE TERMS OF USE. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR
DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU
POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION IF
WE CONSIDER THAT YOU HAVE BREACHED, OR ARE LIKELY TO BREACH, ANY
OF THE ABOVE. If we terminate or suspend your account for any reason, you are
prohibited from registering and creating a new account under
your name, a fake or borrowed name, or the name of any third
party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we
reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive
redress.
12. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the Content
or the Services from time to time to comply with new laws or
regulations or to update our offerings. We also reserve the
right to modify or discontinue all or part of the Services if
Ambimat Electronic were to close down or if we decide to change
Ambimat Electronic’s business offering. We will not be liable to
you or any third party for any modification, price change,
suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all
times. We may experience hardware, software, or other problems
or need to perform maintenance related to the Services,
resulting in interruptions, delays, or errors. We reserve the
right to change, revise, update, suspend, discontinue, or
otherwise modify the Services from time to time and will
endeavour to give you notice of such changes. You agree that we
have no liability whatsoever for any loss, damage, or
inconvenience caused by your inability to access or use the
Services during any downtime or discontinuance of the
Services. Nothing in these Terms of Use will be construed to obligate us
to maintain and support the Services or to supply any
corrections, updates, or releases in connection therewith.
13. GOVERNING LAW
These Terms of Use and your use of the Services are governed by
and construed in accordance with the laws of the State of
Delaware applicable to agreements made and to be entirely
performed within the State of Delaware, without regard to its
conflict of law principles.
14. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Terms of Use (each a
“Dispute” and collectively, the “Disputes”) brought by either
you or us (individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating
arbitration or litigation (as applicable per below). Such
informal negotiations commence upon written notice from one
Party to the other Party. For our customers based in the United States, the following
will apply:
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly
excluded below) will be finally and exclusively resolved by
binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION,
YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the
Commercial Arbitration Rules of the American Arbitration
Association (“AAA”) and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes (“AAA
Consumer Rules”), both of which are available at the AAA website. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and,
where appropriate, limited by the AAA Consumer Rules. If such
costs are determined by the arbitrator to be excessive, we will
pay all arbitration fees and expenses. The arbitration may be
conducted in person, through the submission of documents, by
phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless
requested by either Party. The arbitrator must follow applicable
law, and any award may be challenged if the arbitrator fails to
do so. Except where otherwise required by the applicable AAA
rules or applicable law, the arbitration will take place in Kent
County, DE. Except as otherwise provided herein, the Parties may
litigate in court to compel arbitration, stay proceedings
pending arbitration, or to confirm, modify, vacate, or enter
judgement on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than
arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located in Kent County, DE, and the
Parties hereby consent to, and waive all defenses of lack of
personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for
the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these
Terms of Use. In no event shall any Dispute brought by either Party related
in any way to the Services be commenced more than one (1) year
after the cause of action arose. If this provision is found to
be illegal or unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the
courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the
Dispute between the Parties individually. To the full extent
permitted by law, (a) no arbitration shall be joined with any
other proceeding; (b) there is no right or authority for any
Dispute to be arbitrated on a class-action basis or to utilise
class action procedures; and (c) there is no right or authority
for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other
persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject
to the above provisions concerning informal negotiations and
binding arbitration: (a) any Disputes seeking to enforce or
protect, or concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related to, or
arising from, allegations of theft, piracy, invasion of privacy,
or unauthorized use; and (c) any claim for injunctive relief. If
this provision is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute falling within
that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal
jurisdiction of that court. For our customers based outside of the United States: If the Parties are unable to resolve a Dispute through informal
negotiations as set out in this Section (see Informal Negotiations
above), you hereby agree to the exclusive jurisdiction of the
courts of Kent County, DE, in relation to any dispute which may
arise in connection with these Terms of Use and/or your use and
receipt of the Services.
15. CORRECTIONS
There may be information on the Services that contains
typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the
Services at any time, without prior notice.
16. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE”
BASIS. YOU AGREE THAT YOUR USE OF OUR SERVICES WILL BE AT YOUR
SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
SOFTWARE OR THE SERVICES AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR
COMPLETENESS OF THE SERVICES, THE CONTENT OR ANY THIRD-PARTY
CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR
ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS
OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY
CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY
FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD-PARTY WEBSITE AND WE WILL NOT BE A PARTY TO OR IN ANY WAY
BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND
ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE
CAUTION WHERE APPROPRIATE.
17. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR Ambimat Electronic’S DIRECTORS,
EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR
PUNITIVE DAMAGES, OR ANY (DIRECT OR INDIRECT): (A) LOSS OF DATA,
(B) LOST PROFIT, OR (C) LOST REVENUE OR OTHER DAMAGES ARISING
FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER
OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6)
MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING AND (B) THE
SUM OF US$100. CERTAIN STATE LAWS AND COUNTRIES’ LAWS DO NOT ALLOW LIMITATIONS
ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY
HAVE ADDITIONAL RIGHTS.
18. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including
our subsidiaries, affiliates, and all of our respective
officers, agents, partners, and employees, from and against any
loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or
arising out of: (1) your contributions; (2) use of the Services;
(3) breach of these Terms of Use; (4) any breach of your
representations and warranties set forth in these Terms of Use;
(5) your violation of the rights of a third party, including but
not limited to intellectual property rights; or (6) any overt
harmful act toward any other user of the Services with whom you
connected via the Services. Notwithstanding the foregoing, we
reserve the right, at your expense, to assume the exclusive
defence and control of any matter for which you are required to
indemnify us, and you agree to cooperate, at your expense, with
our defence of such claims. We will use reasonable efforts to
notify you of any such claim, action, or proceeding which is
subject to this indemnification upon becoming aware of it.
19. USER DATA
We will maintain certain data that you transmit to the Services
for the purpose of managing the performance of the Services, as
well as data relating to your use of the Services. Although we
perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to
any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss
or corruption of any such data, and you hereby agree that you
shall independently back up all your data and waive any right of
action against us arising from any such loss or corruption of
such data.
20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Website or using the Services, sending us emails,
and completing online forms constitute electronic
communications. You consent to receive electronic
communications, and you agree that all agreements, notices,
disclosures, and other communications we provide to you
electronically, via email and on the Services, satisfy any legal
requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES,
CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY
OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR
COMPLETED BY US OR VIA THE SERVICES.You hereby waive any rights or requirements under any statutes,
regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the
granting of credits by any means other than electronic
means.
21. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you
can contact the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer
Affairs in writing at 1625 North Market Blvd., Suite N 112,
Sacramento, California 95834 or by telephone at (800) 952-5210
or (916) 445-1254.
22. OTHER IMPORTANT INFORMATION
These Terms of Use and any policies or operating rules posted
by us on the Services or in respect to the Services constitute
the entire agreement and understanding between you and Ambimat
Electronic. You confirm that you have not relied on any prior or
side statement, agreement, or representation, whether these were
oral or written, to enter into this agreement with us. Our failure to exercise or enforce any right or provision of
these Terms of Use shall not operate as a waiver of such right
or provision. These Terms of Use operate to the fullest extent
permissible by law. We may assign any or all of our rights and obligations to
others at any time. If any provision or part of a provision of these Terms of Use
is determined to be unlawful, void, or unenforceable, that
provision or part of the provision is deemed severable from
these Terms of Use and does not affect the validity and
enforceability of any remaining provisions. You and Ambimat Electronic are independent contractors and
shall represent ourselves in all regards. There is no joint
venture, partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or use of
the Services. You hereby waive any and all defences you may have based on the
electronic form of these Terms of Use and the lack of signing by
the parties hereto to execute these Terms of Use. You and Ambimat Electronic agree that these Terms of Use will
not be construed in favour of or against either party by reason
of authorship. You shall not (a) permit any third party to access or use the
Services or Software in violation of any U.S. law or regulation;
or (b) export any software provided by us or otherwise remove it
from the United States except in compliance with all applicable
U.S. laws and regulations. Without limiting the generality of
the foregoing, you shall not permit any third party to access or
use the Services in, or export the Software to, a country
subject to a United States embargo (as of the Effective Date,
Cuba, Iran, North Korea, Sudan, and Syria). We may send notices pursuant to these Terms of Use to the email
address you provided us, and such notices will be deemed
received twenty-four (24) hours after they are sent. You may
send notices pursuant to these Terms of Use to support@Ambimat
Electronic.io, and such notices will be deemed received
seventy-two (72) hours after they are sent. No delay, failure, or default, other than a failure to pay any
fees when due, will constitute a breach of these Terms of Use to
the extent such delay, failure, or default is caused by
epidemics or pandemics, acts of war, terrorism, hurricanes,
earthquakes, other acts of God or of nature, any law or any
action taken by a government or public authority,
non-performance by suppliers or subcontractors, interruption or
failure of utility service, strikes or other labour disputes,
riots or other acts of civil disorder, embargoes, or other
causes beyond our reasonable control.
