TERMS OF SERVICE

Overview of the Services

1.1General. The Services provide a personal assistant powered by artificial intelligence and machine learning technologies (“AI”). You may interact with the Services in a variety of ways, including via voice or text, where you may provide or otherwise make available to the Services your voice recordings, audio, images, video, text, prompts, documents, files, device usage data and other materials and data (“Input”). The Services use AI to generate responses (“Output”) or take actions on your behalf (“Actions”) based on your Input. Inputs, Outputs and records of Actions are collectively referred to in these Terms as “Materials.” Output is provided for informational purposes only, and is not professional advice. You should seek independent professional advice before relying on any Output for medical, legal, financial or other professional matters.

1.2Connected Services. You may be able to connect the Services to certain third-party applications and services (“Connected Services”) – these are the third party applications and services referred to as “connectors” in the App, such as Google Calendar, Gmail, Google Drive, Google Docs, Google Sheets, Slack and Lark. When you connect the Services to a Connected Service, you authorize the Services to sign in to your account with such Connected Service and access, process and exchange data and information from and with that Connected Service, including to take Actions via such Connected Service based on your Input. You are solely responsible for ensuring that your connection of the Services to any Connected Service is permitted under the terms of service that applies to your use of such Connected Service.

1.3Actions. You authorize the Services to take Actions on your behalf based on your Input. You hereby appoint the Services as your agent to enter into agreements or confirm your acceptance to the terms and conditions of any third party service or application that the Services interacts with on your behalf as part of such Actions. Please be careful when using the Services as Actions may not always be reversible. You should review your settings and connected accounts regularly to ensure Actions are limited to those you intend. We are not responsible for any unintended Actions. For the avoidance of doubt, we only take Actions upon your instruction and/or confirmation. For example, we will not modify your connected calendar or send external communications unless specifically instructed by you.

1.4Voice Recordings. The Services will record voices and sounds within auditory range of your device to be processed as Input only if you enable microphone access on your device and use the recording feature within the Services. This means the voices of other individuals near your device may be captured by the Services. You are responsible for providing any required notices to, and obtaining any necessary consents from, such individuals as may be required under applicable laws, including audio recording, privacy, and data protection laws. You represent and warrant that you will not use the voice recording functionality in any jurisdiction where such recording without all-party consent is prohibited, unless you have obtained all required consents.

1.5Responsibilities. You represent and warrant that you have all necessary rights, licenses, permissions and authority to provide or make available your Inputs, to authorize us to take Actions on your behalf (including via Connected Services), and to use any account credentials or access methods you provide to the Services (including for Connected Services). You are responsible for your Inputs, Actions, and use of any Output, including all consequences, whether financial, contractual, legal, reputational, or otherwise, arising from any Action. You agree that your Inputs, Actions, and use of Output will not violate these Terms, any third-party terms, any third-party’s rights, or applicable laws. You will not use the Services to take Actions or rely on Output where doing so without meaningful human review would be unlawful, unsafe, or otherwise inappropriate. We may implement safeguards, confirmation requirements, or other controls on certain Actions; however, we make no representation or warranty that such safeguards will prevent unintended Actions. Accordingly, you remain responsible for: (a) all Actions taken on your behalf; (b) configuring any additional safeguards or restrictions on Actions, including appropriate security settings, permissions, and sharing settings on each Connected Service; and (c) independently verifying the accuracy and appropriateness of Outputs and Actions and regularly monitoring Actions.

1.6Materials. The Company does not claim any ownership in your Materials; provided that, for clarity, the Company, its affiliates or their respective licensors own and will continue to own the Services and all technologies that were used to generate Output or take Actions. Due to the nature of AI technologies, the Company makes no representation or warranty to you that any copyright or other intellectual property rights will vest in any Output. By using the Services, you grant us a non-exclusive license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify your Materials as required to be able to operate and provide our technologies, products and services, including the Services. The Company may also use memory and personalization information, such as information you save or ask us to remember, or that the Services derive from your interactions, including preferences, recurring context, profile details, extracted facts and personalization signals, to personalize Outputs, maintain context and organize information, and to provide and improve the Services, as further described in our Privacy Policy. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and shall continue for so long as Materials are stored with us. This includes a right for us to make Materials available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your Materials to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete your Materials at any time, for any reason, and without notice. By submitting or otherwise making available Materials through the Services, 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 Materials, including any voice, audio, video, image or other content that depicts, identifies or was created by any third party. You agree that your Input will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to provide the material and to grant us the license described above. You agree that your Input will not violate any law or any third party’s rights.

1.7Notwithstanding the foregoing, any data obtained from Google APIs will be used, transferred, and processed only in accordance with the Google API Services User Data Policy, including the Limited Use requirements, and this license does not authorize Ambi to use Google API data for any purpose prohibited by that policy.

Eligibility; User Accounts

2.1Eligibility. Our Services are not intended for those under the age of 18 years old. As such, you must be 18 years of age or older to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2.2Creating and Safeguarding your Account. To use the Services, you need to create an account or link another account, such as your Apple or Google account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account by going to the account settings page of the App. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your Account. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@ambi.ai if you know or have any reason to suspect that your Account has been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise.

Privacy Policy

3.1Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

Rights We Grant You

4.1Right to Use Services. We hereby permit you to use the Services, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, periodic updating, maintenance of the Service or other actions that Company, in its sole discretion, may elect to take.

4.2Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

1. (a)download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
2. (b)duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
3. (c)use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
4. (d)use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
5. (e)access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
6. (f)attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
7. (g)circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, including any safety, privacy or content filters, controls, mechanisms or other protective features of the Services;
8. (h)use the Services for benchmarking purposes, to create or develop any competing products or services or to improve or train other AI models, tools or technologies;
9. (i)use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same, including using web scraping, web harvesting, web data extraction, or similar automated methods to extract data from the Services, unless explicitly permitted by the Company; 
10. (j)introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
11. (k)submit, transmit, display, perform, post, store or generate any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, including content relating to child sexual abuse or exploitation, facilitating violent extremism or terrorism, encouraging self-harm or facilitating illegal activities, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
12. (l)violate any applicable law or regulation in connection with your access to or use of the Services; or
13. (m)access or use the Services in any way not expressly permitted by these Terms.

4.3Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Notifications”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Notifications. You have control over the Push Notifications settings, and can opt in or out of these Push Notifications through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Notifications from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of Push Notifications from the Company.

4.4Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

4.5Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

Ownership

5.1Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Materials), including, without limitation, the exclusive right to create derivative works.

5.2Ownership of Trademarks. The Company’s name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

5.3Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“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 Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company 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 the Company 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, and you agree not to assert or exercise any such rights against the Company.

Third Party Services and Materials

6.1Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications, software or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. Third Party Materials include third party software, such as third party AI large language models (“LLM”) and third party automatic speech recognition (“ASR”) models, that are in the Services. We also rely on third party LLM and ASR providers to provide the Services – this means your Input will be shared with such providers for the purposes of generating Output or to take Actions on your behalf. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, 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. Your access and use of Third Party Materials may be governed by additional terms and conditions of the provider of such Third Party Materials, which you agree to comply with.

6.2Artificial Intelligence Disclosure. The Services use artificial intelligence and machine learning technologies, including third party large language models, to generate Output and take Actions. AI systems have inherent limitations. Output may be inaccurate, incomplete, outdated, biased or otherwise unsuitable for any particular purpose. Actions may be unintended or incorrect. By using the Services, you acknowledge and accept these limitations. You are solely responsible for evaluating and verifying any Output or Action before relying on it.

Disclaimers, Limitations of Liability and Indemnification

7.1Disclaimers.

1. (a)Your access to and use of the Services, including Actions taken via the Services, and your use of any Output are at your own risk. You understand and agree that the Services, Outputs and Actions are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services and any Action or Output generated by the Services; (b) any harm to your computer system, loss of data (including data in Connected Services), or other harm that results from your access to or use of the Services and any Action generated by the Services; (c) the operation or compatibility with any other application or any particular system or device, including any Connected Service; (d) your Actions and Outputs; (e) whether the Services, Actions or Outputs will meet your requirements or whether the Services will be available on an uninterrupted, secure or error-free basis; and (f) the deletion of, or the failure to store or transmit, your Materials and other communications maintained by the Services.
2. (b)No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. You should not rely on the Services or any Action or Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any Action or Output is not a substitute for advice from a qualified professional.
3. (c)The Services are not error-free and may generate Output containing incorrect information or take Actions that are unintended or incorrect. Records of Actions available through the Services may not be accurate. Outputs may not reflect current or complete information. You are responsible for maintaining appropriate human oversight, independently confirming the accuracy of any Actions or Output and determining whether the Action or Output is suitable for your use case. You should not use the Services as the sole basis for any decision that could have significant consequences, including any medical, legal, financial or safety decisions. Other users may create and use their own output that is similar or the same as your Output, such as because the same or similar input was provided, and you agree that such other users can use their own independently created output for their own purposes.
4. (d)THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
5. (e)THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
6. (f)YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT (INCLUDING OUTPUT) THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

7.2Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR (A) FRAUD OR FRAUDULENT MISREPRESENTATION, (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.3Indemnification. To the fullest extent permitted by applicable law, by entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) your Input and Actions and your use of any Output; or (e) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defence or settlement of such claim.

ARBITRATION AND CLASS ACTION WAIVER

8.1PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

8.2Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Entities, either party will first contact the other party 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, after first allowing the receiving party 30 days in which to respond. You may contact the Company at legal@ambi.ai and the Company may contact you at the email address associated with your Account. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

8.3Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company 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). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

8.4Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

1. (a)disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
2. (b)disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
3. (c)intellectual property disputes.

8.5Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

8.6Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@ambi.ai. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

8.7WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

Additional Provisions

9.1Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as via the App and/or by placing a prominent notice on the first page of the Website, and we will provide at least 30 days’ advance notice before such material changes become effective, or such period as required by applicable law. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

9.2Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of your Materials. The Company shall not be responsible for the failure to delete or deletion of your Materials. Upon termination or expiration of these Terms for any reason, you must cease all use of the Services and delete any copies of the App or other Company materials in your possession or control. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you, including Sections ‎1.5, ‎1.6, ‎5, ‎7, ‎8 and ‎9. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

9.3Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

9.4California Residents. If you are a California resident, in accordance with Cal. Civ. 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 them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

9.5U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

9.6Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

9.7Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9.8Severability. If any court or tribunal of competent jurisdiction determines that any provision of these Terms is invalid or unenforceable, then that provision will be removed or modified to the minimum extent necessary, and the remaining provisions of these Terms will continue to be valid and enforceable.

9.9No Third-Party Beneficiaries. Save as expressly provided in these Terms, no person who is not a party to these Terms shall have any right to enforce or rely upon any provision of these Terms.

9.10Assignment. These Terms and the licenses granted hereunder may be assigned by the Company (including in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets) but may not be assigned by you without the prior express written consent of the Company.

9.11No Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

9.12Interpretation. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

9.13Governing Law & Dispute Resolution. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth above, or if arbitration does not apply, then the state and federal courts located in New York County, New York. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

9.14How to Contact Us. You may contact us regarding the Services or these Terms at: 8 The Green, Dover, Kent County, Delaware 19901, or by e-mail at support@ambi.ai.

9.15Force Majeure. The Company shall not be liable for any delay or failure in performance resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, government actions, pandemic, epidemic, failure of third party services, power outages, or internet or telecommunications failures.

9.16Language. We may translate these Terms into other languages. In the event of any inconsistency between this English language version and any other language version, this English language version shall prevail.