Terms of Service February 19, 2019



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About the Terms of Service

The Terms of Service constitutes a contract between you and AmbiFi. The Terms include the provisions set forth in this document and in the AmbiFi Privacy Policy, Acceptable Use Policy, IP Compliance Policy and other terms or conditions that may accepted by you in connection with specific Services and Product offerings. You do not have the right to access or use AmbiFi Services or Products if you do not agree to these Terms. By registering for or otherwise using AmbiFi Services and Products, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.

By using AmbiFi Services and Products, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of any Content (the text, images, and other data you choose to input, upload, or store in AmbiFi) and your personal information in accordance with such Privacy Policy.


AmbiFi Service

AmbiFi Service is made up of the Services, Products, Websites, Platforms, and other Software, hosted or made available by AmbiFi. In exchange for being enabled to use the Service, you agree to abide by these Terms.


Contract and Parties

As an Account Holder, or customer of AmbiFi, you are one party to this contract. The other party to this contract is AmbiFi, Inc. a C corporation headquartered in Pennsylvania.


Changes to the Terms of Service

The Terms may be changed or amended as Services or Products change, or legal requirements arise. You will be notified if there is a significant change, and, a new consent may be required.

If the Terms are changed, you are free to decide whether to accept the updated terms or to stop using our Service; continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.


Creation of Account

If you create a AmbiFi account, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify AmbiFi of any unauthorized uses of your account or any other breaches of security. AmbiFi will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.


Account and Service Rules

Any use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the AmbiFi service.

Our Acceptable Use Policy provides more specific details regarding prohibited conduct on the Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property or privacy rights), we reserve the right to un-share or take down such content.

AmbiFi accounts should not be shared. If you share your account information with anyone, we may not be able to determine who is the proper Account Holder. AmbiFi will not have any liability to you, or anyone that you share your account information with, as a result of your or their actions under those circumstances.

Personal Accounts are not permitted to be used for business or commercial purposes. All Commercial Accounts are governed by these Terms, except to the extent the separate agreement governing the AmbiFi Commercial Accounts provides conflicting terms.

You are entirely responsible for any Content that you upload or create in your account, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

  1. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  2. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  3. you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  4. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
  5. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  6. the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
  7. your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and websites, and similar unsolicited promotional methods;
  8. your content is not named in a manner that misleads your readers into thinking that you are another person or company; and
  9. you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by AmbiFi or otherwise.

Account Holder Rights

Once you have created an account, and accepted these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the AmbiFi Service for the sole purpose of enabling you to use the AmbiFi Software and enjoy the benefit of the Service, subject to any applicable license terms until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in AmbiFi or the Service.


Data Protection Laws

You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Service. But you do have to grant AmbiFi a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, AmbiFi acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.


Licenses Granted to AmbiFi

You agree to grant limited license rights to process your Content that is covered by intellectual property rights so that technical actions taken in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting AmbiFi a license to display, perform and distribute your Content and to modify and reproduce such Content to enable AmbiFi to operate the Service.

You also agree that AmbiFi has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for AmbiFi to make such Content available to, and pass these rights along to, others with whom AmbiFi has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if AmbiFi determines such access is necessary to comply with its legal obligations.

If you elect to use any third-party service or application that is integrated with AmbiFi, you also agree that the licenses granted to AmbiFi in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third-party service or application you elect to use would access or extract Content, you grant AmbiFi the right and license to enable third party access to and extraction of your Content. AmbiFi does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.

As we rely upon your rights to upload and distribute your Content, you represent and warrant to AmbiFi that (1) you have the unfettered legal rights and authority to submit your Content to AmbiFi, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to AmbiFi under these Terms; and (2) your Content complies with our User Guidelines and these Terms.

Finally, you understand and agree that AmbiFi, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.


AmbiFi Rights Relating to the Service

Content Rights

While you own the Content you store within the AmbiFi service (subject to third party rights), you acknowledge and agree that AmbiFi (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all AmbiFi software deployed by you or a third party to enable capturing of Content originating outside the Service, and any AmbiFi software applications for compatible computing devices that enable access and use of the Service through such device.

Intellectual Property Rights

In agreeing to these Terms, you also agree that the rights in the Service and AmbiFi Software, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any AmbiFi Software, unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.

Right to Modify the Service

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or AmbiFi Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice.

You also acknowledge that a variety of AmbiFi actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that AmbiFi has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service.

Right to Engage Third Parties

AmbiFi may engage certain affiliates or other third parties (“Service Providers”) to provide technical or other services relating to all or part of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. In addition, AmbiFi may contract with third party resellers and payment processors to enable payments in your local currency and payment systems. Please see our Privacy Policy to understand the extent to which any affiliate or third party may have access to your account information or Content and our Commercial Terms to understand our relationship with any reseller or payment processor.

Right to Use Third Party Software

AmbiFi may from time to time include as part of the Service and AmbiFi Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. AmbiFi expressly disclaims any warranty or other assurance to you regarding such third party software.

Right to Update Our Software

In connection with any modification of the Service, AmbiFi may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. AmbiFi will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), AmbiFi may require you to install the update to continue accessing the Service. In all cases, you agree to permit AmbiFi to deliver these updates to you (and you to receive them) as part of your use of the Service.


Payment

Fees

Customer will pay AmbiFi or AmbiFi reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and the AmbiFi reseller. Customer authorizes AmbiFi, or AmbiFi reseller, to charge Customer for all applicable Fees using Customer's selected payment method. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

Payment

Customer will pay AmbiFi invoices on the payment interval set forth in the Order Form. AmbiFi may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to AmbiFi or to AmbiFi reseller.

Taxes

Fees are exclusive of taxes and Customer is responsible for all Taxes. AmbiFi, or AmbiFi reseller, will charge Taxes when required to do so. If Customer provides AmbiFi or the reseller with a valid exemption certificate, AmbiFi or the reseller will not collect the taxes covered by that certificate.

Withholding Taxes

Customer will pay AmbiFi or the reseller net of any applicable Withholding Taxes. Customer and AmbiFi, or reseller as applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If AmbiFi or the reseller qualifies for a tax exemption, or a reduced treaty withholding rate, AmbiFi or the reseller will provide Customer with reasonable documentary proof. Customer will provide AmbiFi or the reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.

Auto-renewals and Trials

IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO AMBIFI FOR THE SERVICES, AMBIFI (OR THE RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES AMBIFI (OR THE THE RESELLER, AS APPLICABLE) THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. AmbiFi may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge.

Purchase Orders

If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer's reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.


Suspension

Of User Accounts by AmbiFi

If a User: (a) violates this Agreement; or (b) uses the Services in a manner that AmbiFi reasonably believes will cause it liability, then AmbiFi may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then AmbiFi may do so.

Security Emergencies

Notwithstanding anything in this Agreement, if there is a Security Emergency then AmbiFi may automatically suspend use of the Services. AmbiFi will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.


Copyright or Other Intellectual Property Violations

We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the United States Digital Millennium Copyright and other applicable laws). If you believe that your intellectual property rights have been violated, please notify us according to the instructions provided by our IP Compliance Policy and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and AmbiFi does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.


Term

Agreement Term

This Agreement will remain in effect for the Term.

Services Term

AmbiFi will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.

Automatic Renewals

Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to AmbiFi for recurring charges, Customer may elect to terminate the Agreement prior to the day a Renewal Term begins.


Termination

AmbiFi may terminate your account, and access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account, you may simply discontinue using the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


Indemnity

You agree to indemnify and hold AmbiFi, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavor to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.


Limitation of Liability and Disclaimer of Warranties

To the maximum extent permitted by law, the Service Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY SERVICES ARE ALL AT YOUR SOLE RISK.
  2. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBIFI EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  3. AMBIFI DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
  4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
  5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AMBIFI OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT AMBIFI, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF AMBIFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TO USE PROMOTIONAL CODES OR AMBIFI POINTS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) AMBIFIS’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR BASIC SUBSCRIBER INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD-PARTY PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.

NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.


Miscellaneous

These Terms constitute the entire agreement between you and AmbiFi and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and AmbiFi for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.

You acknowledge and agree that each affiliate of AmbiFi shall be a third-party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third-party beneficiary to these Terms.