Effective
as of August 2, 2024
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND Ambir Technology, Inc. (“We” or “AMBIR”). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE SOFTWARE PROGRAM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (the or this “EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE PROGRAM AND ANY RELATED DOCUMENTATION (collectively, the or this “Software”). AMBIR IS WILLING TO LICENSE AND ALLOW THE USE OF THIS SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SOFTWARE.
terms and conditions
1. LICENSE GRANT. The Software is provided by AMBIR, and this EULA provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Software conditioned on your continued compliance with the terms and conditions of this EULA. This EULA permits you to use and access for personal purposes only the Software (i) on a single laptop, workstation or computer and (ii) from the Internet or through an online network. You may also load information from the Software into your laptop’s, workstation, or computer’s temporary memory (RAM) and print and download materials and information from the Software solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Software on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with AMBIR regarding access and usage privileges for the Software. Nevertheless, your personal use of the Software will be subject to the obligations and restrictions regarding the use of the Software as set forth in this EULA.
2. RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by AMBIR through the Software in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Software.
3. USER OBLIGATIONS. By downloading, accessing, or using the Software in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Software, including, without limitation, when you provide information via a Software registration or submission form. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Software. This EULA is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
4. PROPRIETARY RIGHTS. This EULA provides only a limited license to access and use the Software. Accordingly, you expressly acknowledge and agree that AMBIR transfers no ownership or intellectual property interest or title in and to the Software to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Software, unless otherwise indicated, are owned, controlled, and licensed by AMBIR and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, AMBIR does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Software may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. This Software is Copyright © 2024 AMBIR and/or its licensors. All rights reserved. Software, AMBIR, the AMBIR logo, and all other names, logos, and icons identifying AMBIR and its programs, products, and services are proprietary trademarks of AMBIR, and any use of such marks, including, without limitation, as domain names, without the express written permission of AMBIR is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
5. FEEDBACK AND SUBMISSIONS. AMBIR welcomes your feedback and suggestions about AMBIR's products or services or the Software. By transmitting any suggestions, information, material or other content (collectively, “Feedback”) to AMBIR, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights or trademark rights) and that you have all rights necessary to convey to AMBIR and enable AMBIR to use such feedback. In addition, any feedback received through the Software will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for AMBIR to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
6. DISCLAIMER. WHILE AMBIR ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE SOFTWARE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE SOFTWARE. AMBIR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY OR ACCURACY OF THE SOFTWARE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. AMBIR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
7. LIMITATION OF LIABILITY. You expressly absolve and release AMBIR from any claim of harm resulting from a cause beyond AMBIR's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL AMBIR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE SOFTWARE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF AMBIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF AMBIR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO AMBIR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
8. INDEMNITY. You agree to defend, indemnify and hold harmless AMBIR and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this EULA.
9. GOVERNING LAW & ARBITRATION POLICY. This End User License Agreement (EULA) shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any disputes, claims, or controversies arising out of or relating to this EULA, including the validity, breach, or termination thereof, shall be resolved exclusively through binding arbitration. The arbitration shall be conducted in DuPage County, Illinois, in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator appointed in accordance with AAA rules. The arbitrator’s decision shall be final and binding, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. You also agree that any arbitration shall be conducted on an individual basis and not as a class action. You waive any right to participate in a class action or collective proceedings related to this EULA. If any provision of this governing law and arbitration policy is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. By using the software or services covered by this EULA, you acknowledge that you have read, understood, and agree to this Governing Law and Arbitration Policy.
10. TERM AND TERMINATION. This EULA and your right to use the Software will take effect at the moment you click “I ACCEPT” or you install, access, or use the Software and is effective until terminated as set forth below. This EULA will terminate automatically if you click “I REJECT.” In addition, AMBIR reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to the Software or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the Software, but all applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Software in your possession. In addition to the miscellaneous section below, the provisions concerning AMBIR's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.
11. MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to AMBIR, such injury would not be quantifiable in monetary damages, and AMBIR would not have an adequate remedy at law. You therefore agree that AMBIR shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that AMBIR post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to AMBIR to enforce any provision of this EULA. The parties agree that this EULA is for the benefit of the parties hereto as well as AMBIR’s licensors. Accordingly, this EULA is personal to you, and you may not assign your rights or obligations to any other person or entity without AMBIR’s prior written consent. Failure by AMBIR to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by AMBIR of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and AMBIR as a result of this EULA or your utilization of the Software. Headings herein are for convenience only. This EULA represents the entire agreement between you and AMBIR with respect to the use of the Software, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and AMBIR with respect to the Software.