Terms of Use
Association Member Benefits Advisors Terms of Use
Last updated: September 1, 2020
Welcome to AMBA. AMBA provides benefits such as medical, dental and life insurance and other products and services (the “AMBA Products”) to members (the “Members”) of retiree associations that are clients of AMBA. The various other related features, functions, software, applications, websites and networks (together with the Sites, the AMBA Products and the AMBA Content, collectively, the “AMBA Services”) are provided and operated, and are being made available to you, the other members and the other users of any of the AMBA Services (collectively, “Users”) by the Association Member Benefits Advisors, LLC (“AMBA” or “us” or “we”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Use.
IMPORTANT! THESE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF THE SITES AND THE OTHER AMBA SERVICES. BY PURCHASING ANY AMBA PRODUCT, USING OR ACCESSING THE SITES OR ANY OF THE OTHER AMBA SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS OF USE, AND ARE DOING SO, (B) YOU CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU SHALL BE BOUND BY THESE TERMS OF USE AND AMBA’S PRIVACY POLICY (THE “PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE ANY OF THE AMBA SERVICES.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against AMBA to binding and final arbitration. You will only be permitted to pursue claims against AMBA on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
1. Eligibility.
To access and use the Sites and the other AMBA Services or to purchase any AMBA Products, you must be at least 18 years of age. BY CLICKING THE “I AGREE” BUTTON, BY ACCESSING OR USING THE SITES OR ANY OF THE OTHER AMBA SERVICES OR PURCHASING ANY AMBA PRODUCTS, YOU REPRESENT THAT:
YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITES OR ANY OF THE OTHER AMBA SERVICES;
YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AMBA;
YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE AND NATIONAL, RULES AND REGULATIONS; AND
YOU ARE NOT A COMPETITOR OF AMBA AND DO NOT INTEND TO USE AMBA PRODUTS OR ANY OF THE OTHER AMBA SERVICES FOR REASONS THAT ARE IN COMPETITION WITH AMBA OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER AMBA SERVICES FOR ANY REASON.
2. Privacy.
Your privacy is important to AMBA. Our goal is to make the AMBA Products and the other AMBA Services as good, useful and rewarding for you as possible. In order to do that, AMBA may collect and process information from you when you purchase any AMBA Products or use any of the other AMBA Services. AMBA will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By purchasing any AMBA Products or accessing or using any of the other AMBA Services, you agree that AMBA may collect, use and disclose, as set forth in the Privacy Policy, the information you provide when you purchase any AMBA Products or use any of the other AMBA Services, and in some cases, information that is provided by or through any of the AMBA Services.
Notwithstanding the foregoing, AMBA shall comply with all applicable state and federal laws and regulations including the privacy and confidentiality of patient records including but not limited to (i) The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (ii) the Privacy and Security Standards (45 C.F.R. Parts 160 and 164) and the Standards for Electronic Transactions (45 C.F.R Parts 160 and 162) (collectively, the “Standards”) promulgated or as to be promulgated by the Secretary of Health and Human Services on and after the applicable effective dates specified in the Standards; and (iii) The Health Information Technology Economic and Clinical Health Act of 2009 (the “HITECH Act”). AMBA shall comply with the Standards regarding the confidentiality and privacy of Protected Health Information, as defined in 45 C.F.R. 164.501, and Individually Identifiable Health Information (as defined in 42 U.S.C.§130d(6)) (collectively, “PHI”). AMBA will not disclose to any third party, except where required or permitted by law, any medical information regarding any Members, and in such case, disclosures shall be made in accordance with AMBA’s Privacy Policy and other applicable policies and the Standards. All medical information and data concerning specific Members, including but not limited to the identification of the Members, derived from the purchase of any AMBA Products or the access and use of any of the other AMBA Services shall be treated and maintained in a confidential manner.
3. The AMBA Products.
The purchase of any AMBA Products is governed by separate terms and conditions or agreements (collectively, the “Product Terms”). If the Product Terms conflict with these Terms, the Product Terms shall prevail.
4. Fees
4.1 Fees.
The purchase prices for the AMBA Products are available upon request from AMBA. Subject to the foregoing, there are no fees to access and use Sites or the other AMBA Services.
4.2 Changes in Fees.
5. Right to Access and Use; Unauthorized Use.
5.1 Right to Access and Use.
AMBA hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Sites and the other AMBA Services (but excluding the AMBA Products), to the extent of, and in accordance with, these Terms.
5.2 Prevention of Unauthorized Use.
AMBA reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of Sites or the circumvention of the other AMBA Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
6. Additional Policies.
When purchasing any AMBA Products or accessing or using the Sites or any of the other AMBA Services, you may be subject to additional posted policies, guidelines or rules applicable to the AMBA
AMBA reserves the right at any time to begin charging for services that it is currently providing free of charge upon posting on the Sites, any of the other AMBA Services or by notifying you by email.
Products, the Sites and the other AMBA Services which may be posted from time to time (as modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
7. Respecting other People’s Rights.
AMBA respects the rights of others and so should you. You therefore shall not:
- violate or infringe someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;
- post anything that is false, misleading, untruthful or inaccurate or that includes anyone’s personal information; or
- impersonate any person or entity, including any of AMBA’s employees or representatives or any other Member or User.
8. Modification of these Terms.
AMBA reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Sites or any of the other AMBA Services. If AMBA updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued purchase of the AMBA Products or the use of the Sites or any of the other AMBA Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations (including applicable fees), AMBA will use commercially reasonable efforts to notify you of such change. AMBA may provide notice through a pop-up or banner within any of the AMBA Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, AMBA may require you to provide consent by accepting the changed Terms. If AMBA requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by AMBA, such amended Terms or fees will automatically be effective, replacing the previously effective Terms or fees, thirty (30) days after they are initially posted on any of the AMBA Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL AMBA SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
9. Content.
9.1 AMBA Content.
AMBA may post information about the AMBA Products on the Sites and the other AMBA Services (“AMBA Content”).
9.2 Content Disclaimer.
You understand that when accessing or using the Sites or any of the other AMBA Services, you may have access to AMBA Content or other materials from a variety of sources, and that AMBA is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such AMBA Content. You further understand and acknowledge that you may be exposed to AMBA Content and other materials that are inaccurate and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AMBA with respect thereto. AMBA expressly disclaims any and all liability in connection with any such AMBA Content except to the extent prohibited by applicable law.
10. Prohibited Conduct.
BY PURCHASING ANY AMBA PRODUCTS OR ACCESSING OR USING THE SITES OR ANY OF THE OTHER AMBA SERVICES YOU AGREE NOT TO:
10.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the AMBA Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
10.2 Access or use the Sites or any of the other AMBA Services for the benefit of anyone other than yourself except in accordance with these Terms, including selling, reselling or distributing, in whole or in part, the AMBA Products as part of a service bureau or outsourcing offering;
10.3 Provide any services, directly or indirectly, that are similar to, or based on, the AMBA Services;
10.4 Copy, disclose, or distribute any data or other information available through the AMBA Products or any of the other AMBA Services and/or information, in any medium, including without limitation on the Sites, by any automated or non-automated “scraping;”
10.5 Interfere with, circumvent or disable any security or other technological features or measures of any of the AMBA Services or attempt to gain unauthorized access to any of the AMBA Services or its related systems or networks;
10.6 Use bots or other automated methods to: access any of the other AMBA Services, download any information, send or redirect messages or perform any other activities through any of the AMBA Services;
10.7 Take any action that AMBA determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
10.8 Upload invalid data, viruses, worms or other software agents through the Sites or any of the other AMBA Services;
10.9 Collect or derive any personally identifiable information, including names, email addresses from the Sites or any of the other AMBA Services except as may be expressly contemplated by these Terms and the Privacy Policy;
10.10 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
10.11 Use any of the AMBA Services for any unlawful or inappropriate activities, such as transmission of deceptive messages, or harassment; or
10.12 Use the AMBA Services for any commercial solicitation purposes.
11. Mobile and Data Services.
You are responsible for any mobile and data charges that you may incur for accessing and using the Sites or any of the other AMBA Services. If you’re unsure what those charges may be, you should ask your service provider before using any of the AMBA Services.
12. Termination; Terms of Use Violations.
12.1 AMBA.
You agree that AMBA in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the AMBA Services or any account (if any) that you may have with AMBA and remove and discard all or any part of your account, user profile, at any time. AMBA may also in its sole discretion and at any time prohibit you from accessing and using the AMBA Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the AMBA Services or any account you may have or portion thereof may be effected without prior notice, and you agree that AMBA will not be liable to you or any third party for any such termination. AMBA reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing AMBA to disclose the identity of anyone that is believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that AMBA may have at law or in equity. As provided herein, AMBA does not permit copyright infringing activities on the Sites or any of the other AMBA Services, and AMBA shall be permitted to terminate access to the AMBA Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD AMBA HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AMBA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AMBA OR LAW ENFORCEMENT AUTHORITIES.
12.2 You.
Your only remedy with respect to any dissatisfaction with (i) the AMBA Services, (ii) any term of these Terms or (iii) any policy or practice of AMBA in providing the AMBA Services, is to terminate your use of the AMBA Services. You may terminate your use of the AMBA Services at any time (excluding any AMBA Products that you may have purchased which is subject to the Product Terms).
13. Ownership; Feedback.
AMBA shall own all right, title and interest in the AMBA Products, the Sites and the other AMBA Services. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Sites and the other AMBA Services provided by AMBA (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Sites or any of the other AMBA Services are the property of AMBA or its subsidiaries or affiliated companies, and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to AMBA or its affiliates and/or third-party licensors. Except as expressly authorized by AMBA, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. AMBA reserves all rights not expressly granted in these Terms.
You grant to AMBA a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations you provide relating to the AMBA Products or any of the other AMBA Services without restriction (“Feedback”). You should not submit any Feedback to us that you do not wish to license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) to pay any compensation for any Feedback; or (c) to respond to any Feedback. You grant us the right to use the name that you submit in connection with any Feedback.
14. Indemnification.
You agree to indemnify, save, and hold AMBA its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, or liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites or any of the other AMBA Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. AMBA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify AMBA and you agree to cooperate with AMBA’s defense of these claims. AMBA will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
15. No Warranties; Disclaimers.
15.1 NO WARRANTIES.
EXCEPT AS SPECIFICALLY PROVIDED IN THE APPLICABLE PRODUCT TERMS, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AMBA AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “AMBA PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE AMBA PRODUCTS, THE SITES AND THE OTHER AMBA SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AMBA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE AMBA PRODUCTS, THE SITES OR THE OTHER AMBA SERVICES, INCLUDING, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE AMBA PARTIES, THE AMBA PRODUCTS, THE SITES OR THE OTHER AMBA SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
15.2 “As Is” and “As AVAILABLE” AND “WITH ALL FAULTS”.
EXCEPT AS SPECIFICALLY PROVIDED IN THE PRODUCT TERMS, YOU EXPRESSLY AGREE THAT THE AMBA PRODUCTS, THE SITES OR ANY OF THE OTHER AMBA SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE AMBA PRODUCTS OR ANY OF THE OTHER AMBA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
15.3 Operations and Content of AMBA Services.
THE AMBA PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITES OR ANY OF THE OTHER AMBA SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
15.4 Accuracy.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY AMBA, THE AMBA PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE AMBA PRODUCTS AND THE OTHER AMBA SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
15.5 Harm to Your Computer.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN CONTENT, INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITES OR ANY OF THE OTHER AMBA SERVICES OR ANY THIRD-PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
16. LIMITATION OF LIABILITY AND DAMAGES.
16.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE AMBA PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SITES OR ANY OF THE OTHER AMBA SERVICES OR ANY THIRD-PARTY SITES, EVEN IF AMBA OR A AMBA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, AMBA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 Limitation of Damages.
IN NO EVENT WILL THE AMBA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR ACCESS AND USE OF THE SITES OR ANY OF THE OTHER AMBA SERVICES OR THESE TERMS, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $25 AND (B) AN AMOUNT EQUAL TO THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
16.3 Third-party Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD- PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN AMBA AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE AMBA SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
16.4 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT AMBA HAS OFFERED THE SITES AND THE OTHER AMBA SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AMBA, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AMBA. AMBA WOULD NOT BE ABLE TO PROVIDE THE SITES OR ANY OF THE OTHER AMBA SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
16.5 Limitations by Applicable Law.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
17. Miscellaneous.
17.1 Notice.
AMBA may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the AMBA Services. Notice will be deemed given twenty-four hours after the email is sent, unless AMBA is notified that the email address is invalid. Alternatively, AMBA may give you legal notice by mail to a postal address, if provided by you through any of the AMBA Services. In such case, notice will be deemed given three (3) days after the date of mailing. Notices posted on any of the AMBA Services are deemed given thirty (30) days following the initial posting.
17.2 Waiver.
The failure of AMBA to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by AMBA.
17.3 Dispute Resolution.
Except to the extent provided under the applicable Product Terms, if a dispute arises between you and AMBA, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and AMBA agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Sites or any of the other AMBA Services (a “Dispute”) will be resolved in accordance with this Section 17.3 or as AMBA and you otherwise agree in writing. Before resorting to these dispute methods, AMBA strongly encourages you to first contact AMBA directly to seek a resolution.
(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS OR ANY OF THE AMBA SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND AMBA (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR ANY OF THE AMBA SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION AND YOU AND AMBA HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE AUSTIN, TEXAS. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND AMBA WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor AMBA will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST AMBA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if AMBA is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 17.3(b) is found not to apply to you or your claim, you and AMBA agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Austin, TX. Both you and AMBA irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, AMBA may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of the AMBA Products or any of the other AMBA Services or your relationship with AMBA.
(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 17.3 above by sending written notice of your decision to opt-out to [[email protected]. The notice must be sent to AMBA within thirty (30) days of your use of any of the AMBA Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(d) Improperly Filed Claims. All claims you bring against AMBA must be resolved in accordance with this Section 17.3. All claims filed or brought contrary to this Section 17.3 shall be considered improperly filed. Should you file a claim contrary to this Section 17.3, AMBA may recover attorneys’ fees and costs up to $15,000, provided that AMBA has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
(e) Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, or any of the other AMBA Services, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
(f) Limitation on Time to File Claims. ANY CAUSE OF ACTION OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, ANY OF THE AMBA SERVICES OR YOUR RELATIONSHIP WITH AMBA MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR DISPUTE IS PERMANENTLY BARRED.
17.4 Severability.
If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
17.5 Relationship of the Parties.
The parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to AMBA. Nothing in these Terms shall create any obligation between either party and a third party.
17.6 Assignment.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AMBA without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
17.7 Survival.
Upon termination of these Terms, your use of the Sites, any of the other AMBA Services or your relationship with AMBA any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2 and 9 – 17.
17.8 Headings.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.9 Entire Agreement.
These Terms, together with the Product Terms, the Privacy Policy and the Policies, are the entire agreement between you and AMBA relating to the subject matter herein and will not be modified except by a change to these Terms or Policies made by AMBA as set forth in Section 8 above.
17.10 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
17.11 Geographic Restrictions.
AMBA is based in the state of Texas in the United States. AMBA makes no claims that accessing or using or that any of the AMBA Services or any of the content is accessible or appropriate outside of the
United States. Accessing or using the Sites or any of the other AMBA Services may not be legal by certain persons or in certain countries. If you access any of these AMBA Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against AMBA with respect thereto.
17.12 Electronic Communications.
The communications between you and AMBA use electronic means, whether you visit the Sites or the other AMBA Services or send AMBA e-mails, or whether AMBA posts notices on the Sites or the other AMBA Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from AMBA in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that AMBA provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
17.13 Disclosures.
The AMBA Products, the Sites and the other AMBA Services are offered by Association Member Benefits Advisors, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730.
If you are a California resident, you may have this same information emailed to you by sending a letter to Association Member Benefits Advisors, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730 with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California. Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.