Terms of ServiceLast Updated: January 1st, 2018
IMPORTANT NOTICE REGARDING ARBITRATION: UNLESS YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER COMMERCIAL ENTITY, WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND AMBERDATA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION FOR CONSUMERS” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
- Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
- Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 17(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Who May Use the Services?
- Eligibility. You may enter into this agreement and use the Services only if you are 18 years or older and capable of forming a binding contract with Amberdata and are not barred from using the Services under applicable law.
- Registration and Your Information. If you want to use certain features of the Services you’ll have to create an account (“Account”) and become a registered user (“User”). You can do this via the Site or through your account with certain third-party networking services such as Facebook, Google, LinkedIn, Twitter and others (each, an “TNS Account”). If you choose the TNS Account option we’ll create your Account by extracting from your TNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the TNS Account permit us to access.
- Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
- Subscription. Access to certain features of the Services requires purchase a subscription (“Subscription”). If you purchase a Subscription, the following terms apply:
- Subscriptions. If you purchase a Subscription, you will be charged the applicable Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and at the frequency of your subscription (e.g., monthly, quarterly or annually) thereafter, at the then-current rate. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Amberdata. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
- Payment. When you purchase a Subscription, you expressly authorize us (or our third-party payment processor) to charge you for your purchase. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you purchase a Subscription, you authorize us to provide your Payment Information to third parties so we can complete your purchase and to charge your payment method for the Subscription Fees. Thereafter, we (or our third-party payment processor) will automatically charge you at the frequency of your Subscription, using the Payment Information you have provided until you cancel your Subscription. For annual subscriptions, Amberdata will send you a reminder at least thirty (30) days prior to each renewal with the then-current Subscription Fee. You may need to provide additional information to verify your identity before completing your purchase (such information is included within the definition of Payment Information).
- Cancelling One-Time Payment or Subscription. You may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. Unless otherwise specified at the time of purchase, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You may cancel your subscription at any time from amberdata.io/account, or by sending an email to firstname.lastname@example.org. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.
- Data Sharing
- General. The Services may allow you to connect with one or more third-party services, including the TNS Services (the “Third-Party Services”), in order to communicate with, share data with and/or import data from such Third-Party Services. If you import any data (the “Third-Party Data”) from a Third-Party Service, the imported data will be available to you through the Services. In addition, if you choose to export certain data associated with your Account (the “User Data”) to the Third Party Services, the exported data will be available to you or publicly through that Third-Party Service. Amberdata may change or discontinue any Third-Party Services accessible via the Services at any time, in its sole discretion.
- Authorization. By connecting to a Third-Party Service, you hereby authorize and permit Amberdata to access the Third-Party Service on your behalf in order to import Third-Party Data and/or export User Data, as permitted by you. YOU ACKNOWLEDGE AND AGREE THAT AMBERDATA IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT MAINTAINS OR OFFERS THE THIRD-PARTY SERVICE. If you choose to import Third-Party Data, you are responsible for ensuring that such action complies with the applicable terms of service between you and the Third-Party Service.
- Content and Content Rights.
- Definitions. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including any Content uploaded or otherwise provided to the services by you or any other User; and (ii) “User Content” means any Content that Users (including you) provide to be made available through the Services, including any Third-Party Data.
- Content Ownership, Responsibility and Removal. Amberdata does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Amberdata and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
- Rights in User Content Granted by You. We require certain licenses from you to your User Content to operate and enable the Services. By making any User Content available through the Services you hereby grant to Amberdata a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Users as permitted by the functionality of the Services.
- Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Amberdata on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Rights in Content Granted by Amberdata. Subject to your compliance with these Terms, Amberdata grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
- Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
- Rights and Terms for Apps.
- Rights in App Granted by Amberdata. Subject to your compliance with these Terms, Amberdata grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App in connection with your permitted use of the Services. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Amberdata reserves all rights in and to the App not expressly granted to you under these Terms.
- Accessing App from App Store. If you access or download an App from the Apple, Inc. (“Apple”) App Store, you acknowledge and agree that:
These Terms are concluded between you and Amberdata, and not with the Apple, and Amberdata (not the Apple), is solely responsible for the App.
The Apple has no obligation 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 the Apple, and the Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Amberdata.
The Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
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, Amberdata 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.
The Apple, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You must also comply with all applicable third party terms of service when using the App.
- General Prohibitions and Amberdata’s Enforcement Rights. You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, Amberdata’s name, any Amberdata trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Amberdata’s express written consent;
Access, tamper with, or use non-public areas of the Services, Amberdata’s computer systems, or the technical delivery systems of Amberdata’s providers;
Attempt to probe, scan or test the vulnerability of any Amberdata system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Amberdata or any of Amberdata’s providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Amberdata or other generally available third-party web browsers;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- DMCA/Copyright Policy. Amberdata respects copyright law and expects its users to do the same. It is Amberdata’s policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Amberdata’s Copyright and IP Policy at amberdata.io/privacy], for further information.
- Links to Third Party Websites or Resources. The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
- Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time from amberdata.io/settings, or by sending an email to firstname.lastname@example.org. If we terminate your access to and use of the Services due to your breach of these Terms, you will not receive a refund of your Subscription Fees for any partial-term cancellation or termination. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
- Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
- Indemnity. You will indemnify and hold harmless Amberdata and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
- Limitation of Liability.
- NEITHER AMBERDATA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AMBERDATA OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL AMBERDATA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO AMBERDATA FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO AMBERDATA, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AMBERDATA AND YOU.
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution for Consumers,” the exclusive jurisdiction for all Disputes (defined below) that you and Amberdata are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Amberdata each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution for Consumers. The following terms of Section 18 “Dispute Resolution for Consumers” only apply if you are an individual who is using the Services and Content for your own personal use and are not representing a legal entity.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. However, if for any reason a Dispute proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.
- Exceptions and Opt-out. As limited exceptions to Section 18(a) above: (i) you may seek to resolve a Dispute in small claims court If it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at email@example.com or by regular mail at Amberdata Inc. 801 California Street Mountain View, CA 94041 within thirty (30) days following the date you first agree to these Terms.
- Starting Arbitration. If you want to begin arbitrating a Dispute, you must send a letter to us at the following address Amberdata Inc. 801 California Street Mountain View, CA 94041 requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we’ll send such a letter to you at the email address or street address that you provided.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) or a comparable arbitral body (e.g., JAMS), in the event the AAA is unable to conduct the arbitration). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that we both agree to).
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Amberdata changes any of the terms of this Section 18 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Amberdata s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Amberdata in accordance with the terms of this Section 18 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- General Terms.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Amberdata and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Amberdata and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Amberdata’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Amberdata may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by Amberdata under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. Amberdata’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Amberdata. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Contact Information. If you have any questions about these Terms or the Services, please contact Amberdata at email@example.com.