Terms of Service

1. Terms

Any entity or individual using the Ambrook Site or Services, or as set forth in an applicable Service Order (the "Customer") agrees to be bound by these Terms of Service (these "Terms"). This Agreement is entered into by and between Ambrook, Inc., a Delaware corporation ("Ambrook") and the Customer. This Agreement is effective as of the earlier of either (i) the effective date set forth Customer's executed Service Order (as defined below) (ii) the date of Customer's first use of the Site or Services, or (iii) Customer's acceptance of this Agreement via an "Accept" or similar button or checkbox during the sign-up process (the "Effective Date"). This Agreement will remain in effect during the Subscription Period (as defined below) or until terminated as specified in this Agreement.

If Customer does not agree with any of these Terms, do not use the Site or Services. If an individual is entering into these Terms on behalf of a company or other legal entity, such individual represents that they have the legal authority to bind it to these Terms.

The services offered by Ambrook under these Terms include various products and services to help its customers manage back-office finances and apply for grants, loans, and financial assistance for agricultural operations. Ambrook products and services are for business purposes only and are not to be used for personal, family, or household purposes. Any such products and services offered by Ambrook, including, but not limited to the Wallet and Card described in Section 5 below, 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

Subject to Customer's compliance with these Terms, Ambrook grants Customer a limited, non-exclusive, non-transferable, revocable (as set forth herein) license during the Subscription Period to (i) access, view, and temporarily download the materials provided on the Site, (ii) download any mobile applications Ambrook may provide as part of the Services to a single device Customer owns and controls, and (iii) if Customer has signed up for an account to access the Services, access and use the Services solely for internal business purposes. All rights not granted herein are reserved by Ambrook.

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

  • Use the Site or Services for any illegal or unauthorized purpose nor violate any applicable laws, rules, or regulations;
  • Use the Site or Services for transactions involving (a) use of funds, grants or loans for unauthorized purposes or in violation of funding documents; (b) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety; (c) drug paraphernalia; (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity; (e) stolen goods including digital and virtual goods; (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime; (g) ammunition, firearms, firearm parts or accessories or other weapons regulated under applicable law; or (h) involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;
  • Reproduce, duplicate, scrape, copy, modify or create derivative works of the Site or the Services;
  • Sell, rent, sublicense, assign, publish, resell or otherwise make the Site or Services available to any third party;
  • Use the Site or Services to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, transmit viruses or other harmful computer code;
  • Attempt to interfere with or disrupt the performance of the Site or Services or the data contained therein;
  • Attempt to gain unauthorized access to the Site or Services or networks related thereto;
  • Provide any Materials (as defined below) that infringe, violate or misappropriate the intellectual property rights or other rights of a third party;
  • Interfere with another's use of the Site or Services;
  • Disassemble, reverse engineer, or decompile the Site or the Services;
  • Access or use the Site or Services to build a competitive product or service or reproduce features of the Services; or - Remove any copyright or other proprietary notations from the Site or Services.

In the event of Customer's Customer violation of any of these restrictions, Customer's right to access and use the Site and/or Services may be terminated by Ambrook at any time in its sole discretion. We reserve the right (but do not have the obligation) to edit, delete or remove any Materials (as defined below) that violate any of the foregoing restrictions.

3. Account

To access and use the Services, Customer must register for an account with Ambrook (an "Account") by providing certain required information. Ambrook may reject Customer's application for an Account, or cancel an existing Account, for any reason, in its sole discretion. Customer must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where Customer resides and from which Customer uses the Services to open an Account. Customer must be a legal resident of the United States and not on the AMBROOK Department of Treasury Specially Designated Nationals or Blocked Persons Lists to register and use the Services.

Customer acknowledges that Ambrook will use the email address Customer provides when opening an Account, or as updated by Customer from time to time, as the primary method for communication with Customer. Customer must monitor the primary Account email address Customer provides to Ambrook and Customer's primary Account email address must be capable of both sending and receiving messages. Customer is responsible for keeping Customer's password secure. Ambrook cannot and will not be liable for any loss or damage from Customer's failure to maintain the security of Customer's Account and password. Customer is 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 Customer's Account, including without limitation, any business or personal data provided in connection with any application for funding or grants (collectively, the "Materials"). Ambrook may, but is not obligated to, remove the Materials and suspend or terminate Customer's Account if we determine in our sole discretion that the Materials violate these Terms.

Customer agrees that Customer shall perform the following functions: (a) make all management decisions and perform all management functions with respect to the Services provided by Ambrook; (b) assign an individual who possesses suitable skill, knowledge and experience to oversee such use of Services and to evaluate the adequacy and results of such Services; and (c) accept responsibility for the results of such Services.

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 Customer has agreed on with Ambrook or as set forth in an applicable order form (a "Service Order"). All such fees are nonrefundable and may be paid through the Services via credit/debit card, from Customer's bank account or using Ambrook's Wallet (as defined below). Customer must keep a valid payment method on file with Ambrook to pay any fees Customer owe. Ambrook will charge any outstanding fees to any valid payment method that Customer 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 Customer to Ambrook and by using the Services to pay any such fees, Customer is agreeing to be bound by the Stripe Terms (as defined below). For the avoidance of doubt, Stripe is a Third-Party Provider, as defined in Section 12 of these Terms.

Customer is responsible for determining, reporting, paying, and remitting all applicable taxes, levies, duties or similar governmental assessments (including, but not limited to, value-added, sales, use or withholding tax) that arise from or as a result of Customer's use of the Services, including any funds or loans received through the Services. To the extent that Ambrook charges Customer applicable taxes, they are calculated using the tax rates that apply based on the billing address Customer provides to Ambrook. Such amounts are in addition to the fees paid for the Services under the paragraph directly above and will be billed to Customer's Authorized Payment Method. If Customer is exempt from payment of such taxes, Customer must provide Ambrook with evidence of Customer's exemption. Tax exemption will only apply from and after the date Ambrook receives evidence satisfactory to Ambrook of Customer's exemption. If Customer is not charged applicable taxes by Ambrook, Customer is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Customer's jurisdiction.

Ambrook reserves the right to change the fees it charges for its Services by giving notice to Customer. 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 Customer or to any third party for any modification, price change, suspension, or discontinuance of the Services.

5. Ambrook Wallet and Ambrook Card

Through the Ambrook Wallet feature of the Services (the "Wallet"), Customer can receive, hold and disburse funds from loans and grants that Customer applied to using the Services and from other sources. Through the Ambrook Card feature of the Services (the "Card"), Customer is issued a business charge card which can be used to spend funds from Wallet. Customer may also use the Wallet to pay any fees Customer owes to Ambrook under Section 4 above. Customer agrees not to use the Wallet and/or Card for personal, family, or household purposes. Customer has sole control over which bank accounts are linked to Customer's Ambrook account and over whether, when and how funds are disbursed from Customer's Wallet account, including through spend on Customer's Card.

Upon completion of signing up for an Account, Ambrook may conduct a Know Customer's Customer and/or Know Your Business check in order to pre-authorize Customer for a Wallet account, Card, or other Services. Unless Customer expressly elects to decline the use of the Wallet by clicking on "Decline Ambrook Wallet" within the Services, and assuming a satisfactory completion of the Know Customer's Customer and/or Know Your Business check, a Wallet account will automatically be setup and activated by Ambrook on Customer's behalf. By agreeing to these Terms, Customer consents to Ambrook (i) conducting a Know Customer's Customer and/or Know Your Business check on Customer and/or Customer's business and (ii) setting up and activating a Wallet account for Customer, unless Customer expressly declines to use the Wallet as described above. These checks may include:

  • asking Customer for further information, such as a user's date of birth, a social security or taxpayer identification number, physical address, and other information that will allow Ambrook to reasonably identify Customer;
  • requiring Customer to take steps to confirm ownership of Customer's email address, phone number or financial instruments;
  • ordering a credit report from a credit reporting agency, or verifying Customer's information against third-party databases or through other sources; or - requiring Customer to provide Customer's driver's license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information if Customer uses certain Services. We reserve the right to close, suspend, or limit access to Customer's account and/or the Services in the event that, after reasonable enquiries, we are unable to obtain information about Customer required to verify Customer's identity.

It is Customer's sole responsibility to maintain Customer's Wallet account and Card. If Customer does not wish to keep Customer's Wallet account active, it is Customer's responsibility to request that Ambrook deactivate it. If Customer wishes to freeze or deactivate a Card, it is Customer's responsibility to request that Ambrook do so.

By using the Wallet feature as part of the Services, Customer authorizes Ambrook to create an account ("Stripe Account") with Stripe Payments Company ("SPC") and agree to be bound by the Stripe Treasury Agreement, the Connected Account Agreement, and the Stripe Services Agreement, including all related policies, and updates and modifications SPC or Stripe, Inc. may make to any of the same (collectively, the "Stripe Terms"). Customer further agrees that any necessary banking services related thereto will be provided by Evolve Bank & Trust, Member FDIC ("Evolve"). We are the Platform Provider under the Stripe Terms and Customer authorize Ambrook to access, initiate Financial Account Transactions (as defined in the Stripe Term), make deductions, and otherwise provide instructions to Stripe on Customer's behalf in connection with the Stripe Account through the Wallet.

If Customer requests to be issued a Card, Customer authorizes Ambrook to arrange for issuance of a Card through Stripe, Inc., and Customer acknowledge that:

  1. The name of our Card program is the Ambrook Card Program.
  2. The Card is issued by Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah and the Card program is issued by Stripe, Inc.
  3. The Card will be a Visa Commercial Credit card.

Customer further agrees to the Stripe Issuing Spend Card User Terms ("Stripe Card Terms").

We reserve the right to terminate or suspend access to the Wallet and/or Card in our sole discretion if Customer is in violation of these Terms, the Stripe Terms or if we reasonably suspect any fraudulent or illegal activity through the Wallet, Card or Stripe Account.

For the avoidance of doubt, and as mentioned above, Stripe, Evolve, and Celtic are Third-Party Providers, as defined in Section 12 of these Terms. Customer agrees that Customer is solely responsible for all Financial Account Transactions through the Wallet, Card, and Stripe Account and that we have no responsibility for the services provided by Stripe, Evolve, or Celtic.

Please refer to the Stripe Services Agreement to report any errors or dispute charges related to the Wallet and the Stripe Card Terms to report any errors or disputes charges related to the Card If Customer has a complaint regarding the Wallet or the Card, please contact Stripe at issuing-complaints@stripe.com. If we receive a complaint regarding the Wallet or the Card, we will forward that complaint to Stripe for further response.

6. Prohibited Businesses

By agreeing to these Terms, Customer represents, warrants, and covenants that all Materials Customer submits are accurate, complete and not misleading, Customer meets the eligibility requirements for any program for which Customer are applying for funding through the Services, and Customer will not use the Services to engage in any illegal business, commit any fraud or violate any applicable laws and regulations. If Customer are paying fees to Ambrook as set forth in Section 4, via the Services, and/or are using the Wallet or Card feature under Section 5 and are therefore using products and services provided by Stripe, Customer represents, warrants, and covenants that Customer is not engaged, and will not engage, in any restricted businesses as described in the Stripe Restricted Businesses policy. If Customer is using the Wallet feature or Card, then Customer also hereby represents, warrants, and covenants that Customer is using the Wallet and Card only in connection with commercial business activities and not for any personal, household or family purpose.

7. Applications Via the Services

Customer represents, warrants, and covenants that when completing and submitting applications for loans, grants and financial assistance using the Services (the "Applications"), Customer has and will continue to comply with all rules and requirements of the sponsor of such loan, grant or financial assistance (a "Sponsor"). Customer also agrees that any funds awarded to Customer by a Sponsor will be used and/or disbursed by Customer 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. Customer expressly authorizes Ambrook to forward Customer's Applications and any data or information contained in such Applications, including Customer's personal information or business data to the Sponsor (collectively, "Application Data"). We have no responsibility for how such Sponsors may use Customer's Application Data.

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. We make no representations or warranties regarding any government-sponsored funding program. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Applications, Customer should consult Customer's 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.

Customer owns the Materials (including Customer's personal information) but Customer hereby grants 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 Customer 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.

In addition, Customer agree that Ambrook shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Materials and data derived therefrom) (collectively, "Resultant Data"), and Ambrook will be free (during and after Customer's use of the Services) to (i) use such Resultant Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other offerings and future products, including loan offerings, and (ii) disclose such Resultant Data solely in aggregate or other de-identified form for any research, marketing or other purposes. However, to the extent Customer's personal information is included in any Resultant Data, Customer may opt-out of having Ambrook use Customer's personal information in creating such Resultant Data by emailing Ambrook at support@ambrook.com; however, this will not apply to any Resultant Data or aggregate or de-identified data we created prior to receiving Customer's opt-out.

Customer also agrees that Ambrook can use and share Customer's Application Data and other Materials and information about Customer or Customer's business or operations with third parties for research and analytical purposes. We will require such third parties to maintain the confidentiality of such information In addition, Customer can opt-out of any sharing by emailing Ambrook at support@ambrook.com; however, this will not apply to any use of such information or any results of our research or analytics that were created prior to receiving Customer's opt-out.

If Customer provides 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 Customer hereby grants 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. Customer's Indemnification

Customer 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 Customer's breach of these Terms or any representations and warranties hereunder, any application for funding or use of funds received through any application using the Services, any use of the Wallet or Card, or any use of Customer's Materials.

10. Disclaimers

The Site, Services and Ambrook Content are provided on an "as is" basis and Customer's use thereof is at Customer's 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 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 CUSTOMER. 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 Customer with access to, or enable third-party software, applications, products, services or website links (collectively, "Third-Party Services") for Customer's consideration or use, including via the Site or Services. Such Third-Party Services are made available only as a convenience, and Customer's purchase, access or use of any such Third-Party Services is solely between Customer and the applicable provider of such Third-Party Services (each a "Third-Party Provider"). In addition to these Terms, Customer also agrees to be bound by the additional service-specific terms applicable to services Customer purchases from, or that are provided by, Third-Party Providers. Any use by Customer of Third-Party Services offered through the Site or Services is entirely at Customer's own risk and discretion, and it is Customer's 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 Customer with respect to Third-Party Services. Customer acknowledges that Ambrook has no control over Third-Party Services and shall not be responsible or liable to Customer 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 Customer acknowledges that Ambrook may disable access to any Third-Party Services at any time in its sole discretion and without notice to Customer. Ambrook is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. If Customer installs or enable a Third-Party Service for use with the Services, Customer grants Ambrook permission to allow the applicable Third-Party Provider to access Customer's Materials and to take any other actions as required for the interpretation of the Third-Party Service with the Services. Ambrook is not responsible for any disclosure, modification, or deletion of Customer's Materials, or for any corresponding losses or damages Customer may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to Customer's Materials.

13. Termination

This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect until the completion of the Service Order Term Length set forth in the applicable Service Order (the "Initial Subscription Period") or as otherwise agreed by the parties in writing. Thereafter, this Agreement shall renew as mutually agreed by the parties in signed writing. The Initial Subscription Period and any subsequent renewal term(s) shall each be referred to as the "Subscription Period." The pricing and related terms applicable during any renewed Subscription Period will be as set forth in the new Service Order.

Either party may terminate this Agreement (including any Service Order then in effect) if the other party breaches any material term of this Agreement or Order and fails to cure such breach within thirty (30) days after receipt of a written notice thereof. Ambrook may suspend Customer's Account (including any individual Account) and Customer's use of the Services as Ambrook deems appropriate to prevent, investigate, or otherwise address any suspected misuse of the Site or Services. Ambrook has the right to suspend or terminate Customer's access to all or any part of the Site 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: (i) Ambrook will cease providing Customer with the Services and Customer will no longer be able to access Customer's Account; (ii) Customer will not be entitled to any refunds of any fees paid; and (iii) any outstanding balance owed to Ambrook for Customer's 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, Customer's Indemnification, Disclaimers, Limitation of Liability, Third-Party Services, Privacy, Arbitration, Class Action and Jury Trial Waiver, Governing Law and Miscellaneous.

14. Privacy

Ambrook is committed to protecting the privacy of Customer's information. By using the Services, Customer acknowledges and agree that Ambrook's collection, usage and disclosure of Customer's information is governed by the Privacy Policy found at ambrook.com/privacy and Customer hereby expressly consent to Ambrook's collection, use, processing, transfer, disclosure and sharing of Customer's 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 or by emailing Customer at the address provided in Customer's Account. Customer is advised to check the Site from time to time for any updates or changes that may impact Customer and keep the email address in Customer's account up to date, and if Customer does not accept such changes, Customer must cease using the Services. Customer's continued use of the Services after the amended Terms are posted to the Site or notice is sent to Customer's email address constitutes Customer's agreement to, and acceptance of, the amended Terms.

16. Arbitration

If a dispute arises between Customer and Ambrook regarding the Services or otherwise, our goal is to learn about and address Customer's concerns. Please contact Ambrook at support@ambrook.com if Customer wishes to make a complaint about the Services. Except to the extent prohibited under any applicable federal program, if we are unable to resolve the dispute, Customer further agrees that any claim or controversy between Customer and Ambrook arising in connection with or relating in any way to these Terms or the Services MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. We may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; or (2) through a non-appearance based telephonic hearing.

The following matters are not subject to this arbitration requirement ("Excluded Claims"): (1) an individual action that can be brought in a small claims court in Santa Clara County, California, or (2) an individual action by Ambrook to protect our intellectual property rights. In addition, this arbitration provision does not stop Customer or Ambrook from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against Ambrook on Customer's behalf (or vice versa).

The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, and except for Excluded Claims, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of the Terms including, but not limited to, any claim that all or any part of these Terms is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, we will pay the costs of the arbitration (but not Customer's attorney fees), up to $3,000.

The Terms and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.

17. CLASS ACTION AND JURY TRIAL WAIVER

TO THE EXTENT ALLOWED BY LAW, CUSTOMER AGREES TO IRREVOCABLY WAIVE ANY RIGHT CUSTOMER MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST AMBROOK AND/OR RELATED THIRD PARTIES.

18. 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. To the extent not subject to arbitration under Section 16, Customer irrevocably submits to the exclusive jurisdiction of the courts in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

19. 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 Customer or consent from Customer. Customer shall have no right to assign or otherwise transfer these Terms, or any of Customer's 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 Customer and Ambrook regarding Customer's access to and use of the Site and Services and govern Customer's use of the Site and the Services and Customer's Account, superseding any prior agreements between Customer and Ambrook (including, but not limited to, any prior versions hereof) regarding Customer's access to and use of the Site and Services.

Last updated: September 8, 2022

Last updated: September 8, 2022.