Ambula Terms of Service

ACCEPTANCE OF TERMS

IMPORTANT – READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE AMBULA, INC. SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the Terms of Service for the website, ambula.io (the “Website”), and the Ambula, Inc. software-as-a-service platform (the “Platform”), each of which is operated on behalf of Ambula, Inc. (“Ambula”, “we” or “us”), and together with any content, tools, features and functionality offered on or through our Website and Platform (collectively, the “Service”). Your use of the Service is subject to these Terms of Service. These Terms of Service are a legal agreement between You and Ambula. “You” and “Your” refers to any individual who creates an account on the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” includes You and such entity. If You are accessing the Service on behalf of an entity, You represent and warrant that (i) You are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and (ii) You agree to these Terms of Service on that entity’s behalf. If You do not agree with the terms of these Terms of Service, do not use the Service.

Please note that Section 17 contains an arbitration clause and class action waiver. By agreeing to these Terms of Service, You agree (a) to resolve all disputes with us through binding individual arbitration, which means that You waive any right to have those disputes decided by a judge or jury, and (b) that You waive Your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 17.

  1. MASTER SERVICES AGREEMENT

If You and Ambula are party to a Master Services Agreement governing Your use of the Platform, then these Terms of Service do not apply to Your use of the Platform and the terms of such Master Services Agreement shall instead govern.

  1. REGISTRATION

In order to use the Platform and certain sections of the Website, You must have a valid account. You may receive an invitation, a verification code, invite-link or other means of authorizing You to create an account from Your employer or another person or entity who is referred to as the “Customer” who has separately entered into a Master Services Agreement with us (or from Ambula on behalf of the Customer).  In this case, You will be deemed a “User” of such Customer. You agree not to share or distribute the verification code, invite-link or other authorization method You receive with or to any other persons.

Since Your access to the Service results from an invitation to the Service from Customer, Your permissions to the Service may be different and Your use may be governed by certain other terms and conditions, including those terms and conditions imposed by Customer.  Furthermore, You agree that we may provide Customer with certain tools and controls over Your access to their projects and the User Content You submit to the Platform.

You are responsible for maintaining the confidentiality of the access data, including Your password, for Your account, and are fully responsible for all activities that occur under Your account. You agree to immediately notify Ambula of any known or suspected unauthorized use of Your account or any other breach of security. Ambula is not liable for any loss or damage arising from acts or omissions by You in connection with Your account and Your failure to comply with this section. You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration form, and (b) maintain and promptly update Your information to keep it true, accurate, current and complete. By using the Service (and registering an account on the Service), You represent and warrant that You are at least 18 years of age.

  1. LOCATION OF OUR PRIVACY POLICY

Our Privacy Policy describes how we handle the information You provide to us when You use the Service. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.ambula.io/privacy-policy/.

  1. LICENSE; RESTRICTIONS

Subject to the provisions in these Terms of Service, Ambula hereby grants You for the term of these Terms of Service a non transferable, non exclusive, limited right to access the Service solely for Your internal business purposes.

You may not: (a) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, or otherwise permit any third party to access or use the Service; (b) decipher, decompile, disassemble, reverse assemble, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Service; (c) modify, translate, or develop any derivative works based upon the Service; (d) access the Service in order to build a competitive product or service; (e) use the Service to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (f) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (h) attempt to gain unauthorized access to the Service or its related systems or networks; (i) disclose or publish performance or capacity statistics or the results of any benchmark test performed on the Service; (j) obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on the Service or (k) otherwise use the Service except as expressly permitted herein.

  1. PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS

Ambula and/or its licensors, as applicable, retain ownership of all rights (including all intellectual property rights) in the Service and in all trade names, trademarks and service marks associated or displayed with the Service.

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant You any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Ambula, and Ambula may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to You and without retention by You of any proprietary or other right or claim. You hereby assign to Ambula any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that You may have in and to any and all Feedback.

  1. USER CONTENT

Ambula does not claim ownership over any content, materials or information You submit on or through the Service (the “User Content”). Your User Content belongs to You. However, by uploading any User Content to the Service, You grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative works (either alone or as part of a collective work) from Your User Content. To the extent You choose to share any of Your User Content with other users of the Service, You agree to allow these users to view, use, publish, display, modify or include a copy of Your User Content as part of their own use of the Service and, to the extent applicable, collaborate with You and Your User Content.

You understand that all User Content is the sole responsibility of the person from which such User Content originated. This means that You, and not Ambula, are entirely responsible for all User Content that You upload, post, transmit or otherwise make available via Your account. Ambula does not control and has no duty to pre-screen the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such User Content.  By posting or submitting Your User Consent through the Service, You represent and warrant that You have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your User Content. You agree that Your User Content will not contain material subject to copyright or other proprietary rights, unless You have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

You agree that You will not:

(a) upload, post, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;

(b) upload, post, transmit or otherwise make available any User Content that is (i) personal data enumerated in Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (ii) credit, debit or other payment card data subject to PCI DSS; (iii) other personal information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (iv) government ID numbers; or (v) any data similar to the foregoing that is protected under foreign or domestic laws or regulations;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content;

(d) upload, post or otherwise transmit any User Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships;

(e) upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(f) upload, post, or transmit unsolicited commercial email or “spam”.

  1. THIRD PARTY MATERIALS

The Service may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. You agree that Ambula is not responsible for the accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites.  We do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products or services of third parties.  Third Party Materials and links to other websites are provided solely as a convenience to You.  If You have any complaints in connection with any Third Party Materials or third-party website, please contact such third party directly, or contact Your state Attorney General or the Federal Trade Commission at www.ftc.gov.

  1. NO WARRANTIES OR REPRESENTATIONS BY AMBULA

THE SERVICE IS PROVIDED “AS IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, SECURITY OR CONTENT OF THE SERVICE, OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHERMORE, AMBULA DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF ERROR, VIRUSES OR OTHER MALICIOUS CODE, WILL BE UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SERVICE WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY AMBULA.  .

  1. NOTICE OF INFRINGEMENT – DMCA POLICY

If You believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Service have been copied in a way that constitutes copyright infringement, You may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

(a) identification of the copyrighted work that is claimed to be infringed;

(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

(c) information for our copyright agent to contact You, such as an address, telephone number and e-mail address;

(d) a statement that You have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

(e) a statement that the information above is accurate, and under penalty of perjury, that You are the copyright owner or the authorized person to act on behalf of the copyright owner; and

(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: Ambula, Inc., Attn: Legal Team, 13912 Ventura Blvd, Sherman Oaks, CA 91423; or by e-mail to legal@ambula.io.  It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

A user of the Service who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, You must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that You will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

  1. INDEMNITY

You agree to indemnify, defend and hold harmless Ambula, its affiliates, and their respective officers, directors, employees, consultants, and agents (the “Ambula Indemnified Parties”) from any and all liabilities, damages and/or costs (including, but not limited to, attorneys’ fees) incurred by any Ambula Indemnified Party arising from (a) Your use of the Service, (b) Your User Content, or (c) Your negligence or willful misconduct.

  1. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL AMBULA BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE, OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF AMBULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE, AMBULA’S MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

  1. WAIVER AND SEVERABILITY

Failure by either party to exercise any of its rights under, or to enforce any provision of, these Terms of Service will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms of Service is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms of Service will remain in full force and effect.

  1. STATUTE OF LIMITATIONS

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

  1. CHOICE OF LAW

These Terms of Service shall be governed by and construed under the laws of the State of California.

  1. ARBITRATION AND CLASS ACTION WAIVER
  2. Informal Process First. You agree that in the event of any dispute between You and Ambula, You will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
  3. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Your use of the Service will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Ambula agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Service). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules in southern California in a location to be determined by Ambula. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms of Service will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms of Service, You and Ambula are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, You and Ambula will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert Your claim in “small claims” court, but only if Your claim qualifies, Your claim remains in such court and Your claim remains on an individual, non-representative and non-class basis.
  4. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of Your claim does not exceed $10,000, Ambula will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of Your claim or the relief sought was frivolous or brought for an improper purpose.
  5. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms of Service by sending written notice of Your decision to opt-out to legal@ambula.io or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms of Service. The notice must be sent to Ambula within thirty (30) days of Your registering to use the Service or agreeing to these Terms of Service, otherwise You shall be bound to arbitrate disputes in accordance with these Terms of Service. If You opt-out of these arbitration provisions, Ambula also will not be bound by them.
  6. TERMINATION OF LICENSE AND YOUR ACCOUNT

If You breach any provision of the Terms of Service, all licenses granted by us will terminate automatically. Also if our agreement with the Customer who invited You to access the Service terminates, then Your access to the Service will terminate immediately. Additionally, Ambula may suspend, disable, or delete Your account and/or the Service (or any part of the foregoing) with or without notice, for any or no reason. If Ambula deletes Your account for any suspected breach of the Terms of Service by You, You are prohibited from re-registering for the Service under a different name. In the event of account deletion for any reason, Ambula may, but is not obligated to, delete any of Your User Content. Ambula shall not be responsible for the failure to delete or deletion of Your User Content. All sections which by their nature should survive the termination of the Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of the Terms of Service by Ambula or You. Termination will not limit any of Ambula’s other rights or remedies at law or in equity.

  1. CALIFORNIA RESIDENTS

If You are a California resident, in accordance with Cal. Civ. Code section 1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

  1. EXPORT RESTRICTIONS

You acknowledge that the Service, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

  1. INJUNCTIVE RELIEF

You acknowledge that any use of the Service contrary to these Terms of Service, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, will cause irreparable injury to Ambula and under such circumstances Ambula will be entitled to seek equitable relief without posting bond or other security in addition to any remedies it may have hereunder or at law.

  1. MODIFICATIONS TO SERVICE

Ambula reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that Ambula shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

  1. NO AGENCY

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and Ambula is intended or created by these Terms of Service.

  1. AMENDMENTS

Ambula may change the terms of these Terms of Service at any time by posting modified terms on its website, in which case we will update the “Last Revised” date at the top of the Terms of Service. It is Your responsibility to review the Terms of Service from time to time to view any such changes.  The updated Terms of Service will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Service. Your continued access or use of the Service after the modifications have become effective will be deemed acceptance of the modified Terms of Service.

  1. HOW TO CONTACT US

You may contact us regarding the Terms of Service at: 13912 Ventura Blvd., Sherman Oaks, CA 91423, by phone at (818) 308-4108, or by email at legal@Ambula.io.