Welcome to Ambivo
Ambivo, Inc . (“Ambivo” “we” or “us”) provides media based content creation , content editing and content sharing services, online location based presence network that allows members to create their profiles online in order to find out about events in their vicinity and possibly communicate with people in their vicinity (termed as ‘communicable geographical area’). The services offered by Ambivo include any Ambivo-branded URL (the “Ambivo Website”), the Ambivo instant messaging service, the Ambivo iPhone and Android applications, Ambivo mobile services, Photo Printing and Shipping, Paid Video Content Subscription and any other features, content, or applications offered from time to time by Ambivo in connection with Ambivo’s business (collectively, the “Services”). It provides for multi media based interaction via any internet enabled devices including but not limited to computers and mobile devices (the “Services”) by our users through our website accessible at www.ambivo.com (the “Site”). Please read the following important terms and conditions (“Terms of Service”) carefully. These Terms of Service and the other policies posted on the Site or made available via the Service govern your access to and use of the Site and Services, including any content, information, products or services therein.
These Terms of Service are a legal agreement between you and Ambivo and apply to you whether you are a Member (defined below) or a visitor just browsing the Site (collectively, “Ambivo Users”). The Ambivo Acceptable Use Policy (“AUP”) is incorporated herein by reference and to the extent that there are any conflicts between the terms or conditions of our AUP and these Terms of Service, the terms and conditions of these Terms of Service will govern.
“Plug-in Software” “Software” or “Ambivo Widget” means The Ambivo Software that runs on Your computer or net connected device.
“Server Software” means verification server software run by Ambivo.
“Ambivo” means the Ambivo, Inc., a United States Delaware Corporation , having its principal place of business at 201 Spear Street Suite 1100, San Francisco, CA 94105 USA.
“Content Provider” means third party content provider that makes content available in public Internet.
“Conditional access” means a service or software that is accessible only with certain devices, originating domains or to members of predefined services.
“Content” means, collectively, the text, data, graphics, images, photos, audio and video files made available through the Site, excluding User Submissions
“User Submissions” means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members record, stream, post, upload and otherwise submit or email to the Site, including without limitation in chats, discussion groups, message boards and Member created data
YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, OR BY USING THE SITE, SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), OR YOUR ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, SOFTWARE OR SERVICES. If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.
- Eligibility and Registration
In order to access certain features of the Site and Services, and to post User Submissions, you will have to create a Ambivo account and become a “Member”. To become a Member you must be at least 16 years of age. When you register, you will be asked to choose a username and a password.
You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify Ambivo of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete.
- Termination or Suspension of the Site or Services & Modification of these Terms of Service.
- Ambivo reserves the right, in its sole discretion, at any time to modify, discontinue or terminate the Site and Services, or modify these Terms of Service without advance notice. All modified terms and conditions will be effective after they are posted on the Site (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site and Services, and if applicable, cancel your Ambivo account. By continuing to access or use the Site and Services after Ambivo makes any such revision, you agree to be bound by the revised Terms of Service.
- Without limiting other remedies, Ambivo may immediately terminate or suspend your access to the Site and Services and remove any material (including User Submissions) from the Site or our servers, in the event that you breach these Terms of Service. Notwithstanding the foregoing, we also reserve the right to terminate the Site, Services or your access thereto at any time and for any reason. In addition, Ambivo may notify authorities or take any actions it deems appropriate, without notice to you, if Ambivo suspects or determines, in its own discretion, that you may have or there is a significant risk that you have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Ambivo; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Ambivo Users, Ambivo or any other third parties or the Site or Services.
- You may terminate your Ambivo account at any time and for any reason by selecting “Close Account” in your account preferences. Upon any termination by a Member, the related account will no longer be accessible.
- After any termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Service will immediately cease. Ambivo is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING USER SUBMISSIONS) THAT YOU HAVE SUBMITTED ON THE SITE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, Ambivo will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.
- Any suspension, termination or cancellation will not affect your obligations to Ambivo under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
- Copyrighted Materials:
No Unauthorized Use. YOU WILL NOT USE THE SITE OR SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Ambivo has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users or Members who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the Ambivo Copyright and IP Policy for further information.
- Intellectual Property Rights and Ownership
- Definitions. Certain types of content are made available through the Site. “Content” as used in these Terms of Service means, collectively, the text, data, graphics, images, photos, audio and video files made available through the Site, excluding User Submissions. “User Submissions” as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files and other content and information which Members record, stream, post, upload and otherwise submit to the Site, including without limitation in chats, discussion groups, message boards and Member created data. Ambivo reserves the right to remove and permanently delete any Content or User Submissions from the Site without notice. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting publishing or otherwise making available any User Submissions, emails or other materials that are believed to violate these Terms of Service.
- Content. You may access and use the Site, Services, Content and User Submissions for your own personal non-commercial use. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Content, User Submissions or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Content, User Submissions (other than your User Submissions). Ambivo and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, Content and the trademarks, service marks and logos contained therein other than your User Submissions.
- User Submissions.
- License Grant. Ambivo does not claim ownership rights in your User Submissions. However, by recording, uploading, streaming, submitting, emailing, posting, publishing or otherwise transmitting any User Submission to Ambivo or on the Site, you hereby grant Ambivo a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast and otherwise exploit such User Submissions in any form, medium or technology now known or later developed, including without limitation on the Site and third party websites. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to Ambivo will own all right, title and interest in and to all derivative works and compilations of User Submissions that are created by Ambivo , including all worldwide intellectual property rights therein. You agree to execute and deliver such documents and provide all assistance reasonably requested by Ambivo to give to Ambivo the full benefit of the rights granted to Ambivo by you.
- Limitations. You acknowledge and agree that Ambivo may, at its option, establish limits concerning User Submissions, including without limitation the maximum number of days that User Submissions will remain on the Site, the maximum size of any files that may be stored on or uploaded to the Site, and the maximum disk space that will be allotted to you for the storage of User Submissions on Ambivo’s servers. Ambivo will have no responsibility or liability for and you are solely responsible for creating back-ups of your User Submissions.
- Disclaimer. Ambivo has no ability to control the User Submissions that are uploaded, posted or otherwise transmitted using the Site or Services and does not have any obligation to monitor such User Submissions for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or anything said, depicted or written by Members, including without limitation any information obtained by using the Site. Ambivo does not endorse any User Submission or any opinion, recommendation, or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Ambivo with respect thereto. Ambivo will have no responsibility or liability to you or any third party as a result of your lifecasting activities and you are solely responsible for any lifecasting you do in connection with or via the Site or Services.
- Interactions between Ambivo Users.
You are solely responsible for your interactions (including any disputes) with other Ambivo Users. You understand that Ambivo does not in any way screen Ambivo site Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Services and disclosing personal information to other Ambivo Users. You agree to take reasonable precautions in all interactions with other Ambivo Users, particularly if you decide to meet a Ambivo User offline, or in person. Your use of the Site, Services, Content and any other information or other materials made available through the Site or Services is at your sole risk and discretion and Ambivo hereby disclaims any and all liability to you or any third party relating thereto. Ambivo reserves the right to contact Members, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms of Service. You will cooperate fully with Ambivo to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized Ambivo representatives access to any password-protected portions of your Ambivo account.
Without limiting the terms of Section 4.3.3, Ambivo may in its sole discretion review and/or record broadcast chat exchanges and/or other communications engaged in via the Site or Services, in accordance with applicable law, in order to evaluate compliance with the rules and policies set forth in these Terms of Service or as otherwise technically necessary.
- Obligations for Ambivo Users.
The Site and Services may be used and accessed for lawful, non-commercial purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site or Services:
- Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content;
- Upload, stream, email or otherwise transmit (i) any User Submission to which you do not have the lawful right to copy, transmit and display (including any User Submission that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Submission); (ii) any User Submission for which you do not have the consent or permission of each identifiable person in the User Submission to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Submission) and such consent or permission is necessary; or (iii) any User Submission that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
- Use any meta tags or other hidden text or metadata utilizing a Ambivo name, trademark, URL or product name;
- Upload, stream, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation;
- Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;
- Upload, record, stream, email, or otherwise transmit, via the Site or Services, any User Submissions that are unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable in the opinion of Ambivo;
- Upload, record, stream, email, or otherwise transmit any User Submissions that contain software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Site;
- Upload, record, stream, email or otherwise transmit any User Submissions that include code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Submissions that is unrelated to the immediate, aesthetic nature of the User Submissions;
- Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site or the technical delivery systems of Ambivo’s providers or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- Attempt to probe, scan or test the vulnerability of any Ambivo system or network or breach or impair or circumvent any security or authentication measures protecting the Site or Services;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Services;
- Attempt to access, search or meta-search the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Ambivo or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, or Opera), including without limitation any software that sends queries to the Site to determine how a website or web page ranks.
- Collect or store personal data about other users without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;
- Use the Site or Services in any manner not permitted by these Terms of Service; or
- Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.
- Sweepstakes, Surveys and Contests.
Ambivo may operate sweepstakes, surveys, contests and similar promotions (collectively, “Promotions”) through the Site or Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Site or Services, as they may contain additional important information about Ambivo’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.
- Disclaimer of Warranties.
Your use of the Site, Services, Content and User Submissions is at your sole discretion and risk. The Site, Services, Content and User Submissions, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. Ambivo EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Ambivo disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Site; or (ii) that the Site, Services, Content and User Submissions will be error-free or that any errors will be corrected. Disclaimers of Warranties and Limitations of Liability You understand and agree that any material, including but not limited to the Software, required or automated updates, modification, reinstallations, or Software otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damages or loss of data to your computer system or portable devices that may result from any such material. Ambivo is not responsible for any content such as audio, video, text or any other file owned by users of the Ambivo software. Therefore by using the Ambivo software you may be subject to various risks, including the exposure of information and material you have downloaded or have offered to share. The Software is provided on an “as is” basis and on an “as available” basis. Ambivo makes no representations or warranties of any kind with respect to the Software, its contents, or services that require the Software to work, and disclaims all such representations and warranties, including, without limitation, warranties of merchantability and fitness for a particular purpose, non-infringement of third party rights, error-free or uninterrupted service, accuracy, availability, reliability, security, currency and completeness arising from or relating to the Software. In no event shall Ambivo, any officer, affiliate, director, shareholder, agent, principal, contractor or employee of LinkoTec be liable for any indirect, special, incidental, consequential, punitive or aggravated damages (including without limitation damages for loss of data, income or profit, loss of or damage to property and third party claims), arising out of or in connection with the software or services offered through, contained in or advertised on Ambivo’s website or through any link provided on Ambivo’s website ; whether or not Ambivo has been advised of the possibility of such damages. This exclusion of liability shall apply to the fullest extent permitted by law.
No advice or information, whether oral or written, obtained by you from Ambivo, will create any warranty not expressly stated in THESE TERMS OF SERVICE. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
- Limitation of Liability.
IN NO EVENT WILL Ambivo, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, DAMAGES FOR LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND THIRD PARTY CLAIMS, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SOFTWARE, SERVICES, CONTENT AND USER SUBMISSIONS WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Ambivo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL Ambivo’S CUMULATIVE LIABILITY TO YOU EXCEED $100.
You agree to defend, indemnify, and hold Ambivo, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, Services, Content and User Submissions; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party, including without limitation claims that your User Submissions are infringing.
- Third Party Links.
The Site may provide links to third party websites or resources from the Site. You acknowledge and agree that Ambivo is not responsible or liable for the availability or accuracy of, and Ambivo does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
- Beta Period
You understand that Ambivo is in beta mode. During this period the site may be intermittently down and content may change frequently as Ambivo continues to evolve its features. Certain features may be discontinued without notice and new processes may be introduced. During this period there is no explicit or implied service level agreement on the site’s uptime, features or data retention. Ambivo may at its discretion take appropriate course of action regarding its ongoing concern after the results of the beta period.
- No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Ambivo. Any purported assignment or delegation by you without the appropriate prior written consent of Ambivo will be null and void. Ambivo may assign these Terms of Service or any rights hereunder without your consent.
- Relationship of the Parties. For purposes of these Terms of Service, including if you become a Member and create an account, you are not an employee or agent of Ambivo, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.
- Severability and Waiver. In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Ambivo to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
- Force Majeure. Ambivo will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Ambivo infrastructure or connectivity to the Internet, or failure at Ambivo co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Ambivo will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
- Governing Law. These Terms of Service and the relationship between you and Ambivo will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Ambivo agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California.
- Entire Agreement. These Terms of Service are the entire and exclusive agreement between Ambivo and you regarding the Site, Content, and Services and supersede and replace any prior agreements between Ambivo and you regarding the Site and Services.
- Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Ambivo via email (in each case to the address that you provide), (b) a posting on the Site or (c) by you via email to accounts@Ambivo.com or to such other addresses as Ambivo may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
- Questions. If you have questions about these Terms of Service or would like to request a copy of these Terms of Service or any other records relating to these Terms of Service of your use of the Site and Services, please contact Ambivo at firstname.lastname@example.org or by sending a written request to Ambivo, Inc. at 303 Twin Dolphin Dr, Suite 600,, Redwood City, CA 94065 USA.
If any provision of these Terms is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms, and without further action by the parties to this agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. These Terms constitute the entire agreement between the parties with respect to Ambivo’s Software and services. There are no understandings, agreements or representations with respect to the the Ambivo’s Software and services not specified here. Ambivo shall not be bound by any additional provisions that may appear in any communication from You. This Agreement shall be construed and interpreted in accordance with the laws of United States, excluding its rules for choice of law.
- Feedback.Your feedback is welcome and encouraged. You may submit feedback by emailing us at feedback@Ambivo.com You agree, however, that: (i) by submitting unsolicited ideas to Ambivo or any of its employees or representatives, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Ambivo or any of its employees or representatives automatically become the property of Ambivo. You hereby assign and agree to assign all rights, title and interest you have in such feedback and ideas to Ambivo together with all intellectual property rights therein.