Terms & Conditions
Terms & Conditions of use
The following terminology applies to these Terms and Conditions: ‘you’ and ‘your’ refers to you, the person accessing this Website. ‘AMbrace’, ‘we,’ ‘our’ and ‘us' refers to AMbrace BV. ‘Party’ or ‘Parties' refer to both you and AMbrace. ‘Customer’ means a person or entity which subscribes to and allows its Authorized Users to use the Subscription Services for Customer projects.
LicenseAMbrace grants to you a limited, revocable, non-exclusive, non-non-transferable right to access and use the Website for your internal business use, subject to these Terms and Conditions. If you are accessing the Website as or on behalf of a Customer, your use of and access to the Website may also be governed by a Software-as-a-Service agreement between AMbrace and such Customer (‘SaaS Agreement’).
Authorized Users: Passwords, Access, and NotificationOnce you are approved by Customer and AMbrace to access and use the Subscription Services (‘Authorized User’) AMbrace will assign you a unique password and user name. Authorized User logins are solely for designated Authorized Users. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services. You will be solely responsible for any such unauthorized use or access. Any electronic communications AMbrace receives under your passwords, user name, or account number will be deemed by AMbrace to have been sent by you.
Use of the Subscription ServicesYou shall not access the Subscription Services by any means other than as a valid Authorized User through the interfaces that are provided by AMbrace. You shall not: (a) sell, lease, copy, republish, display, license or sublicense the Subscription Services; (b) introduce or transmit to the Website or Subscription Services any harmful or malicious code, malware, files, or programs; (c) transmit or store material in the Subscription Service; (d) send any electronic communication from the Subscription Service that is unlawful, harassing, libellous, defamatory or threatening.
OwnershipAll right, title and interest in and to all intellectual property rights contained on the Website and in the Subscription Services, including, without limitation, the underlying software, are retained and owned exclusively by AMbrace or its licensors. You shall not attempt, or directly or indirectly allow any third party to attempt, to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Subscription Services or Website in any form or media or by any means.
Ownership of Customer DataThe information or Customer Data collected by your use of the Website or Subscription Services shall remain the sole and exclusive property of the Customer. Notwithstanding anything in these Terms and Conditions to the contrary, AMbrace may disclose such data as requested by a government agency or authority, subpoena or court order to produce the Customer Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data provided by you. ‘Customer Data’ means all electronic data or information of any kind that is entered into the Website or Subscription Services by an Authorized User or Customer and all data derived from such data regardless of whether or not owned by such Authorized User or Customer. You acknowledge that AMbrace will rely on the accuracy of the Customer Data provided to AMbrace as it performs its requested functions under these Terms and Conditions.
Limited License to Customer DataSubject to these Terms and Conditions, you grant AMbrace the limited, non-exclusive, non-transferable, revocable license to copy, store, record, transmit, maintain, display, view, print, or otherwise use Customer Data in furtherance of offering and/or providing the Subscription Services.
Use of Customer DataIf AMbrace is hosting the Customer Data for Customer, AMbrace shall collect, process, and store the Customer Data only to the extent necessary to provide the Subscription Services. AMbrace shall: (a) keep and maintain the Customer Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in these Terms and Conditions and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose the Customer Data solely and exclusively in the use of the Subscription Service, and (c) ensure that it uses the Customer Data solely and exclusively in the use of the Subscription Service. You shall have the sole responsibility for and shall maintain and verify the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data entered into the Subscription Services. AMbrace (i) assumes no responsibility for the accuracy, propriety, or usefulness of the Customer Data and (ii) shall not be liable to you or any third-party for any loss, damage or expense related to any Customer Data. You acknowledge that you own all of the Customer Data that you provide or have all rights to grant such licenses to AMbrace to use such information in furtherance of providing the Subscription Services without infringement or violation of any third-party rights. AMbrace provides no warranties, representations or indemnification to you for its access to and use of the Customer Data. AMbrace reserves the right to edit or remove any material submitted to the Website, or stored on the AMbrace servers or elsewhere.
ConfidentialityYou agree: (a) not to use or disclose Confidential Information (as defined below), including such Confidential Information owned, developed, conceived, or licensed from a third party, except as may be required to access or use the Website in accordance with these Terms and Conditions; (b) to protect the confidentiality of such Confidential Information in the same manner as you protect the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and (c) to make Confidential Information available to authorized persons only on a ‘need to know’ basis. ‘Confidential Information’ shall include Customer Data, AMbrace’s and each Customer’s proprietary technology, business processes, methodologies, source and object code, technical product information, designs, issues, pricing information, purchase orders, all communication between you and AMbrace regarding the Subscription Services and any disclosed reasonably construed as confidential. Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without your fault; (d) you become aware of from a third party not bound by non-disclosure obligations and with the lawful right to disclose such information to you; (e) is independently developed by you without use of or reference to the Confidential Information, or (f) is aggregated, de-identified data that does not contain any personally identifiable or Customer-specific information.
Your representations and warrantiesYou represent and warrant and represent that:
— you are authorized to provide us with all Customer Data and other information that you so provide through the Website or Subscription Services and have all necessary licenses and consents to do so;
— all information you submit through the Website or Subscription Services does not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
— all information you submit through the Website or Subscription Services does not contain any defamatory, libellous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy; and
— the information you submit through the Website or Subscription Services will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
Acceptable useYou may only use this Website for the purpose for which it was intended by AMbrace You may not use the Website or Subscription Services in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website.
No representations or warrantiesThe Website and its content are provided ‘as is’ and without any warranty whatsoever. except as expressly set forth in a customer SaaS agreement to which you are a party, if applicable, AMbrace disclaims any and all express and implied warranties whatsoever to the maximum extent permitted by law, including the warranties of merchantability, title, non-infringement of third party rights, and fitness for particular purpose. Your use of this Website, services, or products, or reliance on any of its content, is at your own risk. AMbrace does not warrant that the functions or content contained in this Website will be uninterrupted, accurate or error-free. You, and not AMbrace, assume the cost of all necessary servicing, repair, or correction if there is any loss or damage arising from or in connection with the use of this Website or its content. AMbrace does not warrant or make any representation whatsoever regarding the use, or the result of use of the content of this Website related to accuracy, reliability, or otherwise. The content of this Website may include errors (including technical or typographical errors), and AMbrace may make changes or improvements to this website at any time, with or without notice. Neither AMbrace nor any other person or entity associated with the design or maintenance of this Website will be held liable or responsible in any way for any damage, loss, injury, or malfunction associated with your use of this Website.
Limitations of liabilityUnder no circumstances shall AMbrace be liable to you or any user of the Website for any indirect, consequential, exemplary, incidental or punitive damages, including but not limited to, lost profits, even if AMbrace has been advised of the possibility of such damages. By using the Website and/or accessing any information contained therein, you also waive, to the furthest extent permitted by law, any claims, liability or damages of any kind (including fines, sanctions and any other penalties) against AMbrace based upon the Website or any information contained therein or any information or data provided by you to AMbrace through the website or use and/or disclosure of such information.
IndemnificationYou shall, at your own expense, indemnify, defend, and hold harmless AMbrace, and its present and future officers, directors, employees, shareholders and agents, from and against any liability, losses, damages, penalties, interest, judgments, orders, expenses and costs (including, without limitation, reasonable attorneys’ fees) arising from any and all causes of action, demands, and suits brought by third parties, related to: (i) your breach of these Terms and Conditions; (ii) information that you submit, transmit, or otherwise make available via this Website, the Subscription Services, or otherwise, and (iii) your use of the Website or Subscription Services.
JurisdictionYour use of this Website and any dispute arising out of or in connection with this Website is governed by the laws of The Netherlands without giving effect to its provisions of choice of law. By accessing this Website, you agree that any action or proceeding arising out of or in connection with this Website must be brought solely in a court of competent jurisdiction located in Rotterdam, The Netherlands. You hereby waive any defense of an inconvenient forum to the maintenance of any action or proceeding in other courts and any objection to venue with respect to such proceeding.
Viruses and Transmission of Sensitive InformationWe cannot and do not guarantee or warrant that the materials contained on this Website will be free of viruses, worms or other code or related hazards that may have destructive properties (collectively ‘viruses'). It is your responsibility to ensure that you have sufficient procedures, firewalls, checkpoints, and safeguards within your computer system to satisfy your particular requirements to protect against viruses. AMbrace does not assume any responsibility or risk for your use of the Internet, nor do we assume any responsibility for any products or services of, or hyperlinks to, third parties.
Additional TermsWe do not represent that materials on the Website are appropriate or available for use in your location. Persons who choose to access the Website do so on their own initiative and at their own risk, and are responsible for compliance with applicable local laws. You agree that regardless of any statute or law to the contrary, any claim or cause of action of yours arising out of or related to use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred, waived, and released.