Terms of Service

1. Terms

Welcome to the Ambrook Inc. ("Ambrook") website located at https://ambrook.com (the "Site"). By accessing the Site and/or using any of Ambrook's Services (as defined below), you agree to be bound by these terms of service (these "Terms"). You must read, agree with and accept all of the terms and conditions set forth in these Terms, including Ambrook's Privacy Policy found at ambrook.com/privacy, before you may sign up for an account with Ambrook to use the Services. If you do not agree with any of these Terms, do not use the Site or the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind it to these Terms and any reference to "you" herein shall also be deemed to include such company or other legal entity. If you do not have such authority, you may not access and use the Site and the Services on behalf of such entity.

The services offered by Ambrook under these Terms include various products and services to help you manage back office finances and apply for grants, loans and financial assistance for your agricultural operation. Any such products and services offered by Ambrook are collectively referred to in these Terms as the "Services". Any new features or tools which are added to the current Services shall be also subject to these Terms.

2. Use and Restrictions

Permission is granted for you to (i) access, view and temporarily download the materials provided on the Site, and (ii) if you have signed up for an account to access the Services, access and use the Services solely for internal business purposes. The foregoing is the grant of a license, not a transfer of title. All rights not granted herein are reserved by Ambrook.

When accessing and using the Site and Services, you may not:

  1. Use the Site or Services for any illegal or unauthorized purpose nor violate any applicable laws, rules or regulations;

  2. Reproduce, duplicate, scrape, copy, modify or create derivative works of the Site or the Services;

  3. Sell, rent, sublicense, assign, publish, resell or otherwise make the Site or Services available to any third party;

  4. Use the Site or Services to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, transmit viruses or other harmful computer code;

  5. Attempt to interfere with or disrupt the performance of the Site or Services or the data contained therein;

  6. Attempt to gain unauthorized access to the Site or Services or networks related thereto;

  7. Provide any Materials (as defined below) that infringe, violate or misappropriate the intellectual property rights or other rights of a third party;

  8. Interfere with another's use of the Site or Services;

  9. Disassemble, reverse engineer, or decompile the Site or the Services;

  10. Access or use the Site or Services to build a competitive product or service or reproduce features of the Services; or

  11. Remove any copyright or other proprietary notations from the Site or Services.

Your right to access and use the Site and/or Services shall automatically terminate if you violate any of these restrictions and may be terminated by Ambrook at any time.

3. Account

To access and use the Services, you must register for an account with Ambrook (an "Account") by providing certain required information. Ambrook may reject your application for an Account, or cancel an existing Account, for any reason, in its sole discretion. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. You acknowledge that Ambrook will use the email address you provide when opening an Account, or as updated by you from time to time, as the primary method for communication with you. You must monitor the primary Account email address you provide to Ambrook and your primary Account email address must be capable of both sending and receiving messages. You are responsible for keeping your password secure. Ambrook cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You are responsible for all activity and all content, materials, information and data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited by or in connection with your Account ("Materials"). Ambrook may, but is not obligated to, remove the Materials and suspend or terminate your Account if we determine in our sole discretion that the Materials violate these Terms.

4. Payments and Taxes

In return for the provision of the Services by Ambrook, some users may pay a mandatory fee to Ambrook, and other users may elect to pay a voluntary service fee to Ambrook, depending on what you have agreed on with Ambrook. All such fees are nonrefundable and may be paid through the Services via credit/debit card, from your bank account or using Ambrook's Wallet (as defined below). You must keep a valid payment method on file with Ambrook to pay any fees you owe. Ambrook will charge any outstanding fees to any valid payment method that you authorize (the "Authorized Payment Method"), and Ambrook will continue to charge the Authorized Payment Method for any outstanding fees owed until the Services are terminated and any and all outstanding fees have been paid in full. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. Ambrook may utilize Stripe Payments Company ("Stripe") or Plaid to facilitate any fees paid by you to Ambrook and by using the Services to pay any such fees, you are agreeing to be bound by the Stripe Connect Terms of Service (as may be amended by Stripe from time to time). For the avoidance of doubt, Stripe is a Third Party-Provider, as defined in Section 12 of these Terms.

You are responsible for all applicable taxes that arise from or as a result of your use of Ambrook's products and services. To the extent that Ambrook charges you applicable taxes, they are calculated using the tax rates that apply based on the billing address you provide to Ambrook. Such amounts are in addition to the fees paid for the Services under the paragraph directly above and will be billed to your Authorized Payment Method. If you are exempt from payment of such taxes, you must provide Ambrook with evidence of your exemption. Tax exemption will only apply from and after the date Ambrook receives evidence satisfactory to Ambrook of your exemption. If you are not charged applicable taxes by Ambrook, you are responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in your jurisdiction.

Ambrook reserves the right to change the fees it charges for its Services by giving notice to you. Such notice may be provided at any time by posting the changes to the Site and/or providing notice via e-mail. Ambrook shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

5. Ambrook Wallet

Through the Ambrook Wallet feature of the Services (the "Wallet"), you can receive, hold and disburse funds from loans and grants that you applied to using the Services and from other sources. You may also use the Wallet to pay any fees you owe to Ambrook under Section 4 above. You have sole control over which bank accounts are linked to your Ambrook account and over whether, when and how funds are disbursed from your Wallet account.

Upon completion of signing up for an Account, Ambrook may conduct a Know Your Customer and/or Know Your Business check in order to pre-authorize you for a Wallet account or other Services. Unless you expressly elect to decline the use of the Wallet by clicking on "Decline Ambrook Wallet" within the Services, and assuming a satisfactory completion of the Know Your Customer and/or Know Your Business check, a Wallet account will automatically be setup and activated by Ambrook on your behalf. By agreeing to these Terms, you consent to Ambrook (i) conducting a Know Your Customer and/or Know Your Business check on you and/or your business and (ii) setting up and activating a Wallet account for you, unless you expressly decline to use the Wallet as described above. It is your sole responsibility to maintain your Wallet account. If you do not wish to keep your Wallet account active, it is your responsibility to request that Ambrook deactivate it.

By using the Wallet feature as part of the Services, you are agreeing to be bound by the Stripe Treasury Terms of Service (as may be amended by Stripe from time to time) and you are agreeing that any necessary banking services related thereto will be provided by Evolve Bank & Trust, Member FDIC "Evolve" . For the avoidance of doubt, and as mentioned above, Stripe is a Third-Party Provider, as defined in Section 12 of these Terms, as is Evolve.

6. Prohibited Businesses

By agreeing to these Terms, you represent, warrant and covenant that you will not use the Services to engage in any illegal business. If you are paying fees to Ambrook via the Services under Section 4 and/or are using the Wallet feature under Section 5, and are therefore using products and services provided by Stripe, you represent, warrant and covenant that you are not engaged, and will not engage, in any restricted businesses as described in the Stripe Restricted Businesses policy. If you are using the Wallet feature, then you also hereby represent, warrant and covenant that you are using the Wallet only in connection with commercial business activities and not for any personal, household or family purpose.

7. Applications Via the Services

You represent, warrant and covenant that when completing and submitting applications for loans, grants and financial assistance using the Services (the "Applications"), you have and will continue to comply with all rules and requirements of the sponsor of such loan, grant or financial assistance (a "Sponsor"). You also agree that any funds awarded to you by a Sponsor will be used and/or disbursed by you in strict accordance with the intended purpose of the Sponsor's program and all applicable laws, rules and regulations and any rules and requirements of the Sponsor.

All information and content provided by Ambrook relating to the Services is for informational purposes only, and Ambrook does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Applications, you should consult your financial, legal, tax or other professional advisor as appropriate.

8. Ownership and Intellectual Property Rights

The Site and Services, and all materials displayed, performed or available on or through the Site and Services, including, but not limited to, code, text, graphics, data, articles, photos, videos, images, illustrations, and so forth (all of the foregoing, the "Ambrook Content") are owned by Ambrook and its licensors and are protected by copyright, trademark, patent and/or other intellectual property laws. Except as explicitly stated in these Terms, Ambrook reserves all rights in and title to the Site, the Services and the Ambrook Content, including all intellectual property rights therein.

All product names, whether or not appearing in large print or with the trademark symbol, are trademarks of Ambrook, its affiliates, related companies or its licensors, unless otherwise noted. The use or misuse of these trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of applicable laws.

You own the Materials but you hereby grant to Ambrook a non-exclusive, royalty-free, fully-paid, worldwide right and license to: (i) host, copy, modify, transfer, process, and otherwise use the Materials to provide the Site and Services to you during the term of these Terms, and (ii) host, copy, modify, process, disclose, transfer, and otherwise use the Materials in an anonymous, de-identified format on a perpetual basis to improve, create, and develop Ambrook's products and services, including the Site and the Services. For the sake of clarity, the Materials may be shared by Ambrook with its service providers for the foregoing purposes.

If you provide suggestions, feedback or other input to Ambrook concerning the functionality and performance of the Services or suggestions for new products and services (collectively "Feedback"), then you hereby grant Ambrook and its affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up right and license to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose.

9. Your Indemnification

You shall defend, indemnify and hold harmless Ambrook and its shareholders, officers, directors, employees, affiliates and agents (each an "Indemnified Party") from and against any and all damages, liabilities, costs, expenses, and losses (including, without limitation, reasonable legal fees) incurred by such Indemnified Party arising out of any third-party claim, action, suit or proceeding brought against an Indemnified Party related to your breach of these Terms.

10. Disclaimers

The Site, Services and Ambrook Content are provided on an "as is" basis and your use thereof is at your own risk. Ambrook makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. Further, Ambrook does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Site or Services or that the use of the Services will result in a grant, loan or other funding from a government agency. In addition, Ambrook does not warrant that the Site or Services will be uninterrupted, timely, secure, or error-free.

11. Limitation of Liability

In no event shall Ambrook or its suppliers be liable for any (i) indirect, special, incidental, punitive, exemplary or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Site, Services or Ambrook Content, regardless of whether such damages are based on warranty, contracts, tort or any other legal theory and even if Ambrook knew of the possibility of such damages. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. To the fullest extent permitted by law, in no event will Ambrook's total liability arising out of or in connection with these terms or from the use of or inability to use the Site, the Services or the Ambrook Content exceed one hundred dollars ($100).

12. Third-Party Services

Ambrook may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, "Third-Party Services") for your consideration or use, including via the Site or Services. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable provider of such Third-arty Services (each a "Third Party-Provider"). In addition to these Terms, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers. Any use by you of Third-Party Services offered through the Site or Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. Ambrook does not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that Ambrook has no control over Third-Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services. The availability of Third-Party Services on the Site or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Ambrook. Ambrook does not guarantee the availability of Third-Party Services and you acknowledge that Ambrook may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Ambrook is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. If you install or enable a Third-Party Service for use with the Services, you grant Ambrook permission to allow the applicable Third-Party Provider to access your Materials and to take any other actions as required for the interoperation of the Third-Party Service with the Services. Ambrook is not responsible for any disclosure, modification or deletion of your Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your Materials.

13. Termination

You may cancel your Account and terminate these Terms at any time by emailing such a request to support@ambrook.com and following any instructions indicated to you in Ambrook's response.

Ambrook has the right to suspend or terminate your access to all or any part of the Site and/or Services at any time, with or without cause, with or without notice, effective immediately. In addition, Ambrook reserves the right at any time, and from time to time, to modify or discontinue the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

Upon termination of the Services by either party for any reason: (i) Ambrook will cease providing you with the Services and you will no longer be able to access your Account; (ii) you will not be entitled to any refunds of any fees paid; and (iii) any outstanding balance owed to Ambrook for your use of the Services through the effective date of such termination will immediately become due and payable in full.

All provisions of these Terms which, by their nature, should survive termination will survive termination --- including, without limitation, the following provisions: Payments and Taxes, Ownership and Intellectual Property Rights, Your Indemnification, Disclaimers, Limitation of Liability, Third-Party Services, Governing Law and Miscellaneous.

14. Privacy

Ambrook is committed to protecting the privacy of your information. By using the Services, you acknowledge and agree that Ambrook's collection, usage and disclosure of your information is governed by the Privacy Policy found at ambrook.com/privacy and you hereby expressly consent to Ambrook's collection, use, processing, transfer, disclosure and sharing of your information as provided for in such Privacy Policy.

15. Modifications

Ambrook reserves the right to update and change these Terms by posting updates and changes to the Site. You are advised to check the Site from time to time for any updates or changes that may impact you, and if you do not accept such changes, you must cease using the Services. Your continued use of the Services after the amended Terms of Service are posted to the Site constitutes your agreement to, and acceptance of, the amended Terms of Service.

16. Governing Law

These Terms and any action related thereto are governed by and construed in accordance with the laws of the State of California, without regard to any principles of conflicts of law. You irrevocably submit to the exclusive jurisdiction of the courts in California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

17. Miscellaneous

All the terms and provisions of these Terms shall be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns and legal representatives. Ambrook shall be permitted to assign these Terms without notice to you or consent from you. You shall have no right to assign or otherwise transfer these Terms, or any of your rights or obligations hereunder, to any third party without Ambrook's prior written consent, to be given or withheld in Ambrook's sole discretion.

The failure of Ambrook to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of these Terms shall remain in full force and effect.

These Terms, including the documents incorporated herein by reference, constitute the entire agreement between you and Ambrook regarding your access to and use of the Site and Services and govern your use of the Site and the Services and your Account, superseding any prior agreements between you and Ambrook (including, but not limited to, any prior versions hereof) regarding your access to and use of the Site and Services.

Last updated: April 29, 2021.