AMBI ROBOTICS – TERMS OF SERVICE
LAST UPDATED: August 11, 2022
These Terms of Service (these “Terms”) apply to the analytics and data report services (“Services”) made available by Ambi Robotics, Inc. (“Ambi,” “we,” “us” or “our”) via the site located at https://ambirobotics.com/ (“Site”).
By registering to use any of the Services or accessing any of the Services, you agree and acknowledge that you have read all of the terms and conditions of these Terms (including, the arbitration provision set forth in Section 10 below), you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.
These Terms apply to individuals and entities that use the Services. Unless otherwise specified in these Terms, “you” or “Company” refers to users of any of the Services. “Effective Date” refers to the earlier of the first date the Services are accessed by you, or the first date you register for the Services.
Ambi reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Ambi) at any time and in its sole discretion. If Ambi makes any changes to these Terms, Ambi will provide notice of such changes by revising the “Last Updated” date above and, in some cases, Ambi may provide additional notice (such as by sending an email or other notification or by posting a notice on the Services). Any changes or modifications will be effective 7 days after Ambi provides notice that these Terms have been modified (the “Notice Period”). Your continued use of any of the Services following the Notice Period will constitute your acceptance of such changes or modifications. You are advised to review these Terms whenever you access any of the Services and at least every 30 days to make sure that you understand the terms and conditions that apply to your use of the Services.
Ambi operates the Services from the United States. Ambi makes no representation or warranty that all of the features of the Services will be available to you if you reside outside of the United States. By accessing and using the Services, you assent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
Description and Grant
Ambi provides AI and robotics services that help develop solutions that scale e-commerce operations while empowering humans to work smarter. The Services enable a user to submit data queries, including queries with respect to the usage and efficacy of the AI and robotics services within your environment, including responses to various data queries. In response to certain data queries, Ambi provides a data report (“Service Report”).
Subject to the terms and conditions of these Terms, Ambi grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Services, including making certain data queries and receiving Service Reports.
You acknowledge and agree that Ambi may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Services, your use of Ambi’s AI and robotics services, and/or any individuals/entities that interact with the Services or Ambi’s AI and robotics services (collectively, “Ambi Analytic Data”).
Data and Grants
You grant to Ambi a non-exclusive, royalty-free, worldwide, and sublicensable right and license to reproduce, modify, and store all electronic data or information provided by you to Ambi via or in connection with the Services [and Ambi’s AI and robotics services] (“Your Data”) solely in connection with the Services.
Ownership and Restrictions
As between the parties and subject to the grants set forth in these Terms, Company owns all right, title, and interest in and to Your Data and the Data Reports together with any and all intellectual property rights embodied in or related to Your Data.
As between the parties and subject to the grants set forth in these Terms, Ambi, notwithstanding any terms to the contrary in these Terms, owns all right, title, and interest in and to the Services, the Ambi Marks (as defined below), and the Ambi Analytic Data together with any and all intellectual property rights embodied in or related to the foregoing.
Except as expressly authorized by these Terms, you may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof), (c) use the Services or Site to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) copy, frame, or mirror any part or content of the Services or Site, (e) build a competitive product or service, or copy any features or functions of the Services or any of Ambi’s other products or services, (f) interfere with or disrupt the integrity or performance of the Services or Site, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services or Site, (i) remove, alter, or obscure any proprietary notices in or on the Services or Site, including copyright notices, (j) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services, (k) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services, (l) take any action that imposes an unreasonable or disproportionately large load on the Services, (m) use the Services for any purpose that is illegal in any way or that advocates illegal activity, or (n) cause or permit any individual or entity to do any of the foregoing.
In order to receive the Services, you must register for an account and subscription (“Subscription”). When registering for an account, you agree (a) to provide accurate, current, and complete information (“Registration Data”), and (b) to maintain and promptly update the Registration Data (and any other information you provide to Ambi) in order to keep it accurate, current, and complete.
You are responsible for safeguarding the passwords you use to access the Services via your account, and you agree to be fully responsible for activities and transactions that relate to your account and password. You must notify Ambi immediately if you suspect or learn of an unauthorized use of your account or password, and you may be held liable for losses incurred by Ambi due to someone else using your account or password. Ambi cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
The fees for the Services are set forth here [provide hyperlink to fees]. The fees depend upon (a) the nature of the Services to be provided by Ambi, (b) the period the Services will be provided/made available to you (each, a “Subscription Period”). The fees you must pay in exchange for the Services constitute the “Subscription Fees.”
When you register for the Services, you must provide, via the Site, a valid credit card or debit card number (“Payment Method”) to Ambi’s third party payment processor. You represent and warrant that you (a) have the right to have fees charged to your Payment Method, and (b) agree to have the fees charged to your Payment Method.
The Subscription Fee will be billed on the Effective Date and on an ongoing basis thereafter unless your Subscription is terminated or suspended. Note that the timing of the billing may change if (a) there is a problem with your Payment Method, or (b) a change has been made to the nature of the Services. You are responsible for all charges incurred in connection with your Subscription. In the event that the Payment Method provided by you to Ambi or its third party payment processor is unable to cover the Subscription Fee, Ambi may suspend your access to the Services, including your access to the Service Reports.
Modifications to Subscription Fees
From time-to-time, Ambi may modify the fees for the Services, provided that no modifications will be effective until the end of the then-current Subscription Period.
Term and Termination
Unless terminated as set forth in these Terms, the Subscription commences on the Effective Date and continues until the close of the Subscription Period. Thereafter, unless terminated as set in these Terms, the Subscription will automatically renew for successive periods equivalent to the length of the initial Subscription Period (each period referred to as a Subscription Period) unless you or Ambi provides written notice of non-renewal no less than 60 days prior to the close of the then-current Subscription Period. You acknowledge that you will not receive notice of a renewal date.
You may cancel your Subscription at any time. Please note that Subscriptions must be canceled before renewals in order to avoid being charged for the next Subscription Period. If you cancel your Subscription, the cancellation will become effective at the end of the then-current Subscription Period. Please contact Ambi’s customer support team firstname.lastname@example.org for instructions on how to cancel.
Ambi may terminate a Subscription (a) for cause, if you (or an individual or entity using your account) breaches these Terms and fails to remedy such breach within the 10-day period commencing upon the date that Ambi provides you with notice of such breach, (b) immediately and for cause, if your Payment Method fails, and (c) if Ambi reasonably believes it must cease providing the Services.
Effects of Termination
Upon any termination of your Subscription (a) all rights and licenses granted to you under these Terms will immediately cease, and (b) you must immediately pay to Ambi all amounts due for the period for which you contracted. For example, (i) if the applicable Subscription Period is 12 months, (ii) the applicable Subscription Fees are split in 12 equal payments (each of which is due and payable at the beginning of each month as measured from the Effective Date), (iii) you elect to terminate your Subscription and the effective date of termination of your Subscription occurs upon the close of the 9th month of the Subscription Period, you must immediately pay 5 monthly payments. Notwithstanding any terms to the contrary in these Terms, (x) Sections 2 (solely the ownership and restrictions subsection), 5 (solely the effects of termination subsection), 7, 8, 9, 10, and 12 will survive any termination of these Terms, and (y) no refunds will be issued.
Ambi may run advertisements and promotions from third parties through or in connection with the Services or may provide information about or links to third-party products or services. Your dealings or correspondence with, or participation in promotions of, any such third parties, and any terms, conditions, warranties, or representations associated with such dealings, correspondence, or promotions, are solely between you and the applicable third party. Ambi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions or as the result of the presence of such advertisers or third-party information made available through the Services.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. AMBI DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE SERVICE REPORTS, THE THIRD-PARTY INFRASTRUCTURE (AS DEFINED BELOW), AND THIRD-PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT AMBI NEITHER REPRESENTS NOR WARRANTS THAT THE SERVICE REPORTS ARE TRUE, ACCURATE, OR COMPLETE.
You agree, at your sole expense, to defend, indemnify, and hold Ambi (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) for (a) any actual or alleged breach of any of your obligations under these Terms, or (b) any death, injury, property damage caused by, arising out of, resulting from, attributable to or in any way incidental to your use of any of the Services.
IN NO EVENT WILL AMBI BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE SERVICE REPORTS, THE THIRD-PARTY INFRASTRUCTURE, AND THIRD-PARTY TRADEMARKS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
AMBI’S ENTIRE LIABILITY TO YOU AND ANY OTHER INDIVIDUAL OR ENTITY, ARISING FROM OR RELATED TO THESE TERMS, THE SERVICES, THE SERVICE REPORTS, THE THIRD-PARTY INFRASTRUCTURE, AND THIRD-PARTY TRADEMARKS, WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO AMBI DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED. FURTHER, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, AMBI WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF AND/OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION.
MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH AMBI AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM AMBI.
These Terms are and will be governed by and construed under the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT AMBI AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERM WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”).
The Comprehensive Rules are available online at https://www.jamsadr.com/rules-comprehensive-arbitration/ Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. The arbitrator’s decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of terms to the contrary in these Terms, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you. You can opt out of this agreement to arbitrate by contacting [provide Ambi’s address] within the 30-day period commencing upon the Effective Date, stating that you (include your first and last name) decline this arbitration agreement.
Ambi’s name, trademarks, logos, and all other Ambi product names, service names, or slogans included in or related to the Services (collectively, the “Ambi Marks”) are property of Ambi and may not be copied, imitated, or used (in whole or in part) without Ambi’s express prior written consent in each instance. The look and feel of the Services and the Site, including, but not limited to, all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Ambi, may not be copied, imitated, or used (in whole or in part) without Ambi’s express prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of any Third-Party Trademarks included in or related to the Services is typically intended to denote interoperability and does not constitute an affiliation by Ambi and its licensors with such company or an endorsement or approval by such company of Ambi or its licensors or their respective products or services.
Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.
You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Ambi. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Ambi may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.
Any suggestions, comments, or other feedback provided by you to Ambi with respect to any of the Services or Ambi (collectively, “Feedback”) will become the exclusive property of Ambi, and Ambi will be free to use, disclose, reproduce, modify, create derivative works of, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.
Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Ambi uses a third-party hosting infrastructure in connection with the Services (“Third-Party Infrastructure”), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Ambi assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.
You agree that we may communicate with you electronically regarding your use of any of the Service and that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at email@example.com
If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Entire Agreement & Precedence
These Terms (together with all terms incorporated into these Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these Terms and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom.
Your use of any of the Services may be subject to a separate agreement between you and Ambi. If any of the terms of such separate agreement conflict with any of the terms of these Terms, the terms of such separate agreement will govern to the extent of such conflict.
Ambi is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Ambi, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
Notice for California Users
If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
If you have any questions regarding the use of any of the Services, please email us at firstname.lastname@example.org