Last updated: September 1, 2020
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against AMBIA to binding and final arbitration. You will only be permitted to pursue claims against AMBIA on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
To access and use the Sites and the other AMBIA Services or to purchase any AMBIA Products, you must be at least 18 years of age. BY CLICKING THE “I AGREE” BUTTON, BY ACCESSING OR USING THE SITES OR ANY OF THE OTHER AMBIA SERVICES OR PURCHASING ANY AMBIA PRODUCTS, YOU REPRESENT THAT:
- YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITES OR ANY OF THE OTHER AMBIA SERVICES;
- YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AMBIA;
- YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE AND NATIONAL, RULES AND REGULATIONS; AND
- YOU ARE NOT A COMPETITOR OF AMBIA AND DO NOT INTEND TO USE AMBIA PRODUTS OR ANY OF THE OTHER AMBIA SERVICES FOR REASONS THAT ARE IN COMPETITION WITH AMBIA OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER AMBIA SERVICES FOR ANY REASON.
- The AMBIA Products.
The purchase of any AMBIA Products is governed by separate terms and conditions or agreements (collectively, the “Product Terms”). If the Product Terms conflict with these Terms, the Product Terms shall prevail.
The purchase prices for the AMBIA Products are available upon request from AMBIA. Subject to the foregoing, there are no fees to access and use Sites or the other AMBIA Services.
4.2 Changes in Fees.
AMBIA reserves the right at any time to begin charging for services that it is currently providing free of charge upon posting on the Sites, any of the other AMBIA Services or by notifying you by email.
- Right to Access and Use; Unauthorized Use.
5.1 Right to Access and Use.
AMBIA hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Sites and the other AMBIA Services (but excluding the AMBIA Products), to the extent of, and in accordance with, these Terms.
5.2 Prevention of Unauthorized Use.
AMBIA reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of Sites or the circumvention of the other AMBIA Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
- Additional Policies.
When purchasing any AMBIA Products or accessing or using the Sites or any of the other AMBIA Services, you may be subject to additional posted policies, guidelines or rules applicable to the AMBIA Products, the Sites and the other AMBIA Services which may be posted from time to time (as modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
- Respecting other People’s Rights.
AMBIA respects the rights of others and so should you. You therefore shall not:
- violate or infringe someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;
- post anything that is false, misleading, untruthful or inaccurate or that includes anyone’s personal information; or
- impersonate any person or entity, including any of AMBA’s employees or representatives or any other Member or User.
- Modification of these Terms.
AMBIA reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Sites or any of the other AMBIA Services. If AMBIA updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued purchase of the AMBIA Products or the use of the Sites or any of the other AMBIA Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations (including applicable fees), AMBIA will use commercially reasonable efforts to notify you of such change. AMBIA may provide notice through a pop-up or banner within any of the AMBIA Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, AMBIA may require you to provide consent by accepting the changed Terms. If AMBIA requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by AMBIA, such amended Terms or fees will automatically be effective, replacing the previously effective Terms or fees, thirty (30) days after they are initially posted on any of the AMBIA Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL AMBIA SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
9.1 AMBIA Content. AMBIA may post information about the AMBIA Products on the Sites and the other AMBIA Services (“AMBIA Content”).
10.2 Content Disclaimer.
You understand that when accessing or using the Sites or any of the other AMBIA Services, you may have access to AMBIA Content or other materials from a variety of sources, and that AMBIA is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such AMBIA Content. You further understand and acknowledge that you may be exposed to AMBIA Content and other materials that are inaccurate and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AMBIA with respect thereto. AMBIA expressly disclaims any and all liability in connection with any such AMBIA Content except to the extent prohibited by applicable law.
- Prohibited Conduct.
BY PURCHASING ANY AMBIA PRODUCTS OR ACCESSING OR USING THE SITES OR ANY OF THE OTHER AMBIA SERVICES YOU AGREE NOT TO:
10.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the AMBIA Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
10.2 Access or use the Sites or any of the other AMBIA Services for the benefit of anyone other than yourself except in accordance with these Terms, including selling, reselling or distributing, in whole or in part, the AMBIA Products as part of a service bureau or outsourcing offering;
10.3 Provide any services, directly or indirectly, that are similar to, or based on, the AMBIA Services;
10.4 Copy, disclose, or distribute any data or other information available through the AMBIA Products or any of the other AMBIA Services and/or information, in any medium, including without limitation on the Sites, by any automated or non-automated “scraping;”
10.5 Interfere with, circumvent or disable any security or other technological features or measures of any of the AMBIA Services or attempt to gain unauthorized access to any of the AMBIA Services or its related systems or networks;
10.6 Use bots or other automated methods to: access any of the other AMBIA Services, download any information, send or redirect messages or perform any other activities through any of the AMBIA Services;
10.7 Take any action that AMBIA determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
10.8 Upload invalid data, viruses, worms or other software agents through the Sites or any of the other AMBIA Services;
10.10 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
10.11 Use any of the AMBIA Services for any unlawful or inappropriate activities, such as transmission of deceptive messages, or harassment; or
10.12 Use the AMBIA Services for any commercial solicitation purposes.
- Mobile and Data Services.
You are responsible for any mobile and data charges that you may incur for accessing and using the Sites or any of the other AMBIA Services. If you’re unsure what those charges may be, you should ask your service provider before using any of the AMBIA Services.
You agree that AMBIA in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the AMBIA Services or any account (if any) that you may have with AMBIA and remove and discard all or any part of your account, user profile, at any time. AMBIA may also in its sole discretion and at any time prohibit you from accessing and using the AMBIA Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the AMBIA Services or any account you may have or portion thereof may be effected without prior notice, and you agree that AMBIA will not be liable to you or any third party for any such termination. AMBIA reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing AMBIA to disclose the identity of anyone that is believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that AMBIA may have at law or in equity. As provided herein, AMBIA does not permit copyright infringing activities on the Sites or any of the other AMBIA Services, and AMBIA shall be permitted to terminate access to the AMBIA Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD AMBIA HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AMBIA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AMBIA OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy with respect to any dissatisfaction with (i) the AMBIA Services, (ii) any term of these Terms or (iii) any policy or practice of AMBIA in providing the AMBIA Services, is to terminate your use of the AMBIA Services. You may terminate your use of the AMBIA Services at any time (excluding any AMBIA Products that you may have purchased which is subject to the Product Terms).
- Ownership; Feedback.
AMBIA shall own all right, title and interest in the AMBIA Products, the Sites and the other AMBIA Services. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Sites and the other AMBIA Services provided by AMBIA (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Sites or any of the other AMBIA Services are the property of AMBIA or its subsidiaries or affiliated companies, and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to AMBIA or its affiliates and/or third-party licensors. Except as expressly authorized by AMBIA, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. AMBIA reserves all rights not expressly granted in these Terms.
You grant to AMBIA a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations you provide relating to the AMBIA Products or any of the other AMBIA Services without restriction (“Feedback”). You should not submit any Feedback to us that you do not wish to license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) to pay any compensation for any Feedback; or (c) to respond to any Feedback. You grant us the right to use the name that you submit in connection with any Feedback.
You agree to indemnify, save, and hold AMBIA its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, or liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites or any of the other AMBIA Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. AMBIA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify AMBIA and you agree to cooperate with AMBA’s defense of these claims. AMBIA will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
- No Warranties; Disclaimers.
15.1 NO WARRANTIES.
EXCEPT AS SPECIFICALLY PROVIDED IN THE APPLICABLE PRODUCT TERMS, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AMBIA AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “AMBIA PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE AMBIA PRODUCTS, THE SITES AND THE OTHER AMBIA SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AMBIA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE AMBIA PRODUCTS, THE SITES OR THE OTHER AMBIA SERVICES, INCLUDING, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE AMBIA PARTIES, THE AMBIA PRODUCTS, THE SITES OR THE OTHER AMBIA SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
15.2 “As Is” and “As AVAILABLE” AND “WITH ALL FAULTS”.
EXCEPT AS SPECIFICALLY PROVIDED IN THE PRODUCT TERMS, YOU EXPRESSLY AGREE THAT THE AMBIA PRODUCTS, THE SITES OR ANY OF THE OTHER AMBIA SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AMBIA PRODUCTS OR ANY OF THE OTHER AMBIA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
15.3 Operations and Content of AMBIA Services.
THE AMBIA PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITES OR ANY OF THE OTHER AMBIA SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY AMBIA, THE AMBIA PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE AMBIA PRODUCTS AND THE OTHER AMBIA SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
15.5 Harm to Your Computer.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN CONTENT, INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITES OR ANY OF THE OTHER AMBIA SERVICES OR ANY THIRD-PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
- LIMITATION OF LIABILITY AND DAMAGES.
16.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE AMBIA PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SITES OR ANY OF THE OTHER AMBIA SERVICES OR ANY THIRD-PARTY SITES, EVEN IF AMBIA OR A AMBIA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, AMBA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 Limitation of Damages.
IN NO EVENT WILL THE AMBIA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR ACCESS AND USE OF THE SITES OR ANY OF THE OTHER AMBIA SERVICES OR THESE TERMS, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $25 AND (B) AN AMOUNT EQUAL TO THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
16.3 Third-party Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN AMBIA AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE AMBIA SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
16.4 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT AMBIA HAS OFFERED THE SITES AND THE OTHER AMBIA SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AMBIA, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AMBIA. AMBIA WOULD NOT BE ABLE TO PROVIDE THE SITES OR ANY OF THE OTHER AMBIA SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
16.5 Limitations by Applicable Law.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
AMBIA may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the AMBIA Services. Notice will be deemed given twenty-four hours after the email is sent, unless AMBIA is notified that the email address is invalid. Alternatively, AMBIA may give you legal notice by mail to a postal address, if provided by you through any of the AMBIA Services. In such case, notice will be deemed given three (3) days after the date of mailing. Notices posted on any of the AMBIA Services are deemed given thirty (30) days following the initial posting.
The failure of AMBIA to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by AMBIA.
17.3 Dispute Resolution.
Except to the extent provided under the applicable Product Terms, if a dispute arises between you and AMBIA, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and AMBIA agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Sites or any of the other AMBIA Services (a “Dispute”) will be resolved in accordance with this Section 17.3 or as AMBIA and you otherwise agree in writing. Before resorting to these dispute methods, AMBIA strongly encourages you to first contact AMBIA directly to seek a resolution.
(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS OR ANY OF THE AMBIA SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND AMBIA (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR ANY OF THE AMBIA SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION AND YOU AND AMBIA HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE AUSTIN, TEXAS. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND AMBIA WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor AMBIA will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST AMBIA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if AMBIA is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 17.3(b) is found not to apply to you or your claim, you and AMBIA agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Austin, TX. Both you and AMBIA irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, AMBIA may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of the AMBIA Products or any of the other AMBIA Services or your relationship with AMBIA.
(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 17.3 above by sending written notice of your decision to opt-out to [email@example.com. The notice must be sent to AMBIA within thirty (30) days of your use of any of the AMBIA Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(d) Improperly Filed Claims. All claims you bring against AMBIA must be resolved in accordance with this Section 17.3. All claims filed or brought contrary to this Section 17.3 shall be considered improperly filed. Should you file a claim contrary to this Section 17.3, AMBIA may recover attorneys’ fees and costs up to $15,000, provided that AMBIA has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
17.5 Relationship of the Parties.
The parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to AMBIA. Nothing in these Terms shall create any obligation between either party and a third party.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AMBIA without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your use of the Sites, any of the other AMBIA Services or your relationship with AMBIA any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2 and 9 – 17.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.9 Entire Agreement.
17.10 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
17.11 Geographic Restrictions.
AMBIA is based in the state of Texas in the United States. AMBIA makes no claims that accessing or using or that any of the AMBIA Services or any of the content is accessible or appropriate outside of the United States. Accessing or using the Sites or any of the other AMBIA Services may not be legal by certain persons or in certain countries. If you access any of these AMBIA Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AMBIA with respect thereto.
17.12 Electronic Communications.
The communications between you and AMBIA use electronic means, whether you visit the Sites or the other AMBIA Services or send AMBIA e-mails, or whether AMBIA posts notices on the Sites or the other AMBIA Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from AMBIA in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that AMBIA provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
The AMBIA Products, the Sites and the other AMBIA Services are offered by Association Member Benefits & Insurance Agency, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730.
If you are a California resident, you may have this same information emailed to you by sending a letter to Association Member Benefits Advisors, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730 with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
© 2020 Association Member Benefits Advisors, LLC