Ambiently Inc. ("Ambiently") welcomes you. Ambiently provides the Ambiently Services (defined below) to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://ambiently.com/terms. By accessing and using the Ambiently Services, you accept and agree to be bound by the terms and provision of the TOS. In addition, when using particular Ambiently owned or operated services, you and Ambiently shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. Ambiently may also offer other services that are governed by different Terms of Service.
Ambiently provides users with access to a collection of resources, including without limitation various communications tools and search services which may be accessed through any various medium or device now known or hereafter developed (the "Ambiently Services"). You also understand and agree that the Ambiently Services may include advertisements and that these advertisements are necessary for Ambiently to provide the Ambiently Services. You also understand and agree that the Ambiently Services may include certain communications from Ambiently, such as service announcements, administrative messages and the Ambiently Newsletter, and that these communications are considered part of Ambiently membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Ambiently Services, including the release of new Ambiently properties, shall be subject to the TOS. You understand and agree that the Ambiently Services is provided "AS-IS" and that Ambiently assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Ambiently Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Ambiently Services.
You understand that the technical processing and transmission of the Ambiently Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. Ambiently does not control the Content found via the Ambiently Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Ambiently Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Ambiently be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Ambiently Services.
You agree to not use the Ambiently Services to:
You acknowledge that Ambiently may or may not pre-screen Content, but that Ambiently and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Ambiently Services. Without limiting the foregoing, Ambiently and its designees shall have the right to block any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Ambiently or submitted to Ambiently, including without limitation information in Ambiently Message Boards and in all other parts of the Ambiently Services.
You understand that the Ambiently Services and software embodied within the Ambiently Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Ambiently and/or content providers who provide content to the Ambiently Services. You may not attempt to override or circumvent any of the usage rules embedded into the Ambiently Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Ambiently Services, in whole or in part, is strictly prohibited.
When you register with Ambiently, you acknowledge that in using the Ambiently Services to send electronic communications (including but not limited to search queries and other Internet activities), you will be causing communications to be sent through Ambiently's computer networks, portions of which are located in California, Texas, Virginia, and other locations in the United States and portions of which are located abroad. As a result, and also as a result of Ambiently's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this TOS, you acknowledge that use of the service results in interstate data transmissions.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the Ambiently Services and transfer, posting and uploading of software, technology, and other technical data via the Ambiently Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology, and other technical data via the Ambiently Services to parties identified on such lists; (b) agree not to use the Ambiently Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the Ambiently Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Ambiently through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Ambiently is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Ambiently shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Ambiently may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Ambiently without any obligation of Ambiently to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Ambiently under any circumstances.
You agree to indemnify and hold Ambiently and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Ambiently Services, your use of the Ambiently Services, your connection to the Ambiently Services, your violation of the TOS, or your violation of any rights of another.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Ambiently Services (including Content, advertisements and Software).
Ambiently reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Ambiently Services (or any part thereof) with or without notice. You agree that Ambiently shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Ambiently Services (or any part thereof).
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Ambiently Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Ambiently shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Ambiently Services.
The Ambiently Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that Ambiently is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Ambiently shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You acknowledge and agree that the Ambiently Services and any necessary software used in connection with the Ambiently Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Ambiently Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by Ambiently or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Ambiently Services, such Content or the Software, in whole or in part.
Ambiently grants you a personal, non-transferable and non-exclusive right and license to use the Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Ambiently Services. You agree not to access the Ambiently Services by any means other than through the interface that is provided by Ambiently for use in accessing the Ambiently Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AMBIENTLY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AMBIENTLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE AMBIENTLY SERVICE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE AMBIENTLY SERVICE; OR (e) ANY OTHER MATTER RELATING TO THE AMBIENTLY SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF PRECEEDING DISCLAIMER AND LIMITATIONS OF WARRANTIES MAY NOT APPLY TO YOU.
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS.
Ambiently may provide you with notices, including those regarding changes to the TOS, including by but not limited to email, regular mail, SMS, MMS, text message, postings on the Ambiently Services, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOS by accessing the Ambiently Services in an unauthorized manner. Your agreement to this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the Ambiently Services in an authorized manner.
You agree that all of Ambiently’s trademarks, trade names, service marks and other Ambiently logos and brand features, and product and service names are trademarks and the property of Ambiently Inc. (the "Ambiently Marks"). Without Ambiently's prior permission, you agree not to display or use in any manner the Ambiently Marks.
Entire Agreement. The TOS constitutes the entire agreement between you and Ambiently and governs your use of the Ambiently Services, superseding any prior version of this TOS between you and Ambiently with respect to the Ambiently Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Ambiently services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. You and Ambiently each agree that the TOS and the relationship between the parties shall be governed by the laws of the State of Texas without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOS, or the relationship between you and Ambiently, shall be brought exclusively in the courts located in the county of Harris, Texas or the U.S. District Court for the Southern District of Texas, Houston Division. You and Ambiently agree to submit to the personal jurisdiction of the courts located within the county of Harris, Texas or the Southern District of Texas, Houston Division, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
Waiver and Severability of Terms. The failure of Ambiently to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Ambiently Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.
Please report any violations of these TOS to our Customer Care group at .