Terms of ServiceLast Updated: September 10th, 2020
Welcome to amberdata.io, a data provider platform (the "Website") operated by Amberdata Inc., a Delaware corporation (“Amberdata”, “we”, “our”, or “us”). The Website enables users of the Website (“Users”) to learn more about us and use certain of our baseline Products (as hereinafter defined) offered for free through the Website and Users who purchase or otherwise register for a subscription (“Subscribers”) to download and use certain additional of our APIs, SDKs, code snippets and other of our data products (collectively, the “Products”) offered through the Website. This Terms of Service for the Website (this “Agreement”) sets forth the terms and conditions which govern your use of the Website. The term “you” and “your” shall refer to Users and/or Subscribers, as applicable. For clarity, all references to the “Website” in this Agreement will include the Products and any additional mention of the Products in combination with the Website shall be made out of the abundance of clarity for the particular context given.
- 1. This Agreement.
- 1.1 Acceptance via the Website. Please read this Agreement carefully before otherwise accessing the Website. In order to use the Website, you must first agree to be bound by the provisions of this Agreement. For Users who are anonymous browsers or who have not yet registered with us, by accessing the Website you indicate that you have read, understood and agree to be bound by the provisions set forth in this Agreement. And for Subscribers who register with us, you indicate your agreement to the provisions of this Agreement by means of such registration. If you do not agree to be bound by this Agreement, you are not authorized to use the Website. Furthermore, you are not authorized to use the Website if you are barred from using the Website either (a) under the laws of the jurisdiction in which you reside or from which you are attempting to access the Website, or (b) due to prior violations of this Agreement.
- 1.2 Minors.
If you are a minor in your state of residence, then you are not authorized to use the Website and thus you agree to use the Website if and only if (a) you have secured the authorization of your parent or legal guardian to use the Website and your parent or legal guardian has agreed to this Agreement on your behalf, (b) your parent or legal guardian has not revoked such agreement, and (c) you have agreed to the provisions of this Agreement and you have not revoked such agreement.
- 1.3 Modification.
We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after "Last Updated" at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and each modified version of this Agreement, then you are not authorized to use the Website . A current version of this Agreement is accessible via the footer of the Website’s homepage.
- 2. SPECIFIC DISCLAIMERS
- 2.1 NO WARRANTIES OF CONTENT.
THE DATA ACCESSIBLE BY MEANS OF THE PRODUCTS IS RECEIVED DIRECTLY FROM, OR IS OTHERWISE INDIRECTLTY BASED ON, THIRD PARTY SOURCES, AND WE CANNOT AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, QUALITY OR UTILITY OF ANY DATA (AS DEFINED IN SECTION 4.1) CONTAINED IN OR ACESSIBLE BY USING OUR PRODUCTS AND ANY OTHER INFORMATION APPEARING ON THE WEBSITE OR OTHERWISE PROVIDED TO YOU BY US (COLLECTIVELY,"CONTENT"). NEITHER AMBERDATA NOR ANY OF OUR SHAREHOLDERS, DIRECTORS, OFFICERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES (COLLECTIVELY, THE "AMBERDATA PARTIES") (A) WARRANTS THE ACCURACY, COMPLETENESS OR FITNESS OF PURPOSE OF ANY CONTENT, OR (B) PROMISES, GUARANTEES OR IMPLIES THAT ANY CONTENT WILL BE TO YOUR BENEFIT. YOU SHOULD NEVER RELY ON ANY CONTENT FOR ANY FINANCIAL, INVESTMENT OR OTHER DECISIONS THAT YOU MAKE OR OTHERWISE. ALL CONTENT IS INTENDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL, INVESTMENT, BUSINESS OR OTHER ADVICE. NONE OF THE AMBERDATA PARTIES IS, OR IS ACTING IN THE CAPACITY OF, A LICENSED FINANCIAL ADVISOR, INVESTMENT ADVISOR, BROKER-DEALER, LAWYER, ACCOUNTANT OR ANY OTHER LICENSED OR REGISTERED (OR UNLICENSED OR UNREGISTERED) ADVISOR. WE DO NOT WARRANT OR REPRESENT OR WARRANT THAT ANY CONTENT WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS APPEARING IN ANY CONTENT (OR OTHERWISE ON THE WEBSITE) WILL BE DISCOVERED OR CORRECTED. WE RESERVE THE RIGHT, BUT ARE NOT OBLIGATED, TO LIMIT OR DISCONTINUE THE PROVISION OF ANY CONTENT OR OTHERWISE OUR PRODUCTS TO ANY PERSON, GEOGRAPHIC REGION OR JURISDICTION, OR OTHERWISE, AND WE MAY EXERCISE THIS RIGHT ON A CASE-BY-CASE BASIS IN OUR SOLE DISCRETION. THE OFFER OF SUBSCRIPTION MADE THROUGH THE WEBSITE IS VOID WHERE PROHIBITED.
- 2.2 NO ENDORSEMENT.
AMBERDATA IS NEITHER AFFILIATED WITH, NOR SPONSORED OR ENDORSED BY, ANY THIRD PARTY SOURCE OF THE CONTENT, AND THE OWNERS OF ANY THIRD PARTY CONTENT ARE NOT SPONSORS OF AND DO NOT ENDORSE AMBERDATA. NO CONTENT CONSTITUTES, OR SHOULD BE UNDERSTOOD AS CONSTITUTING, A SOLICITATION, RECOMMENDATION, PROMOTION, ENDORSEMENT OR OFFER BY ANY OF THE AMBERDATA PARTIES OF ANY PARTICULAR ASSET, INVESTMENT, TRANSACTION, PROJECT OR OPPORTUNITY.
- 3. Purchase of Subscriptions.
- 3.1 Subscriptions.
Access to certain features of the Products requires you to purchase a subscription from us ("Subscription") or otherwise to register with us for a Free Plan (as hereinafter defined). If you purchase a Subscription, you will be charged the applicable recurring Subscription fee indicated at the time you select your Subscription, plus all applicable taxes and other charges (collectively, the "Subscription Fees"), upon commencement of your Subscription and at the beginning of each interval applicable to your Subscription (e.g., on a monthly, quarterly or annual basis) selected by you (the "Subscription Term") and thereafter at the then-current rate. By purchasing a Subscription to any of the Products, you acknowledge that your Subscription has recurring payment features during the Subscription Term, and you accept responsibility for all recurring payment obligations prior to written cancellation of your Subscription by you or cancellation by Amberdata. Your Subscription shall continue for the period indicated and pursuant to all applicable auto-renewals until cancelled in writing by you, or until we terminate your Subscription or otherwise terminate your access to or use of the Products in accordance with this Agreement. Please note that we also offer one type of Subscription which is free of charge (the “Free Plan”), but which has very limited usage rights ascribed to it (see further the limitations of such a Subscription option in Section 4 below).
- 3.2 Payment.
When you purchase a Subscription, we will ask you to supply payment information relevant to your purchase, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you (a) will provide us (or our third-party payment processor) with full and accurate Payment Information and (b) will update all Payment Information promptly as needed, and (c) have the legal right to use all payment methods and to authorize all amounts charged which are indicated by any such Payment Information. When you purchase a Subscription, you authorize us to provide your Payment Information to third parties so we can complete your purchase and to charge your payment method for the Subscription Fees, and specifically you expressly authorize us (and any third-party payment processor we may use) to charge you for your purchase. Thereafter, we (or our third-party payment processor) will automatically charge you at the frequency of your Subscription, using the Payment Information you have provided until the end of the applicable term in which you cancel (or we terminate) your Subscription, and subject to our "no refund" policy below. For annual subscriptions, Amberdata will endeavor to send you a reminder at least thirty (30) days prior to each renewal with the then-current Subscription Fees. You may need to provide additional Payment Information in order to verify your identity before completing your renewal purchase. Your right to your Subscription is conditional on our receipt of the appropriate full payment of all Subscription Fees for such Subscription. If any such Subscription Fees cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to cancel your Subscription immediately. Again, you are fully responsible for all charges made under your name.
- 3.3 Cancelling One-Time Payment or Subscription.
You may cancel your Subscription at any time by providing us written notice of same as indicated below, but please note that such cancellation will be effective only at the end of the then-current Subscription term. Unless otherwise specified at the time of purchase, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You may notify us of your desire to cancel your subscription at any time by providing such a notice through amberdata.io/account, or by sending an email to email@example.com. You will be responsible for all Subscription Fees (plus all applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel your Subscription, your right to use the Products will continue through the expiration of your then current Subscription term.
- 3.4 Your Personal Information.
In the event you wish to purchase a Subscription, you also will be asked by Amberdata or a third party working on our behalf (in addition to your Payment Information) to supply certain of your personally identifiable information ("PII") to us. You shall provide us or such third party (as applicable) with accurate, complete and current PII (including without limitation your email address and credit card number and expiration date), and you shall update all PII so provided or so requested if and as soon as such information changes before you make any purchase of any such services. You shall be responsible for any activity conducted through the Website which is identified with such information.
- 3.5 Taxes.
You are responsible for paying all applicable taxes arising out of any purchase made by you through the Website or otherwise.
- 3.6 No Returns.
For clarity, there are no returns, refunds or exchanges for any Subscription. All of the Products are provided to you strictly "AS IS", "WHERE IS", and "AS AVAILABLE".
- 4. License; Usage Restrictions.
- 4.1 Grant of License to Subscribers who Purchase a Subscription. Amberdata hereby grants to each Subscriber who purchases a Subscription that is not a Free Plan during the applicable Subscription Term a non-exclusive, nontransferable, revocable (in the event of a breach by Subscriber) and limited license, subject to the usage restrictions described below in this Section 4.1 and further in Section 4.3, to: (a) access, view and manipulate data included in any of the Products ("Data"), (b) create derivative works from Data for Subscriber’s own purposes (such as creating dashboards, rankings and other like works), (c) generate derived data from the Data provided to such Subscriber ("Derived Data"), and (d) enable Subscriber’s own uses to view the Data and the Derived Data. After the Subscription Term, Subscriber may continue to use the Data which had been received through the end of the Subscription Term and the Derived Data created by such Subscriber prior to such date in accordance with the provisions of this Section 4.1. Notwithstanding anything to the contrary in this Section 4.1 or otherwise in this Agreement, Subscriber (i) acknowledges that the foregoing grant of rights memorialized in Section 4.1(a), (b) and (c) above is to Subscriber only, and that the foregoing grant of rights permits users of Subscriber only to view the Data and/or Derived Data in the format provided by Subscriber, but not to manipulate the Data and/or Derived Data or otherwise to utilize any of the Data or Derived Data in any other manner, and (ii) agrees to restrict its users in writing from any prohibited use of the Data and/or Derived Data prior to granting access to the Data and/or Derived Data to such users.
- 4.2 Grant of License to Subscribers who Register for a Free Plan. Amberdata hereby grants to each Subscriber who registers for a Free Plan during the applicable Subscription Term a non-exclusive, nontransferable, revocable (at any time by Amberdata) and limited license, subject to the usage restrictions described below in this Section 4.2 and further in Section 4.3, to access and view the Data, and to use the Data for Subscriber’s non-commercial purposes only and without limiting the foregoing not to create any Derived Data. Furthermore, and notwithstanding anything to the contrary in this Section 4.2 or otherwise in this Agreement, Subscriber (i) acknowledges that the foregoing grant of rights memorialized in this Section 4.2 is to Subscriber only, and that the foregoing grant of rights permits users of Subscriber only to view the Data in the format provided by Subscriber, but not to manipulate the Data and/or create any Derived Data or otherwise to utilize any of the Data in any other manner, and (ii) agrees to restrict its users in writing (prior to granting such users access to any of the Data) from using any of the Data in any manner outside of the scope of license provided in this Section 4.2 and as further described in Section 4.3.
- 4.3 Usage Restrictions.
You shall not use the Website or any of the Products (or enable your users to use the Products) in any manner which:
- (a) enables you(or enables any other person) to(i) copy, modify, create a derivative work of any Content (other than for Derived Data as described in Sections 4.1 and 4.2 above), or(ii) copy, modify, create a derivative work of , reverse engineer, translate, adapt or decompile(or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying any portion of the Website including any of the Products or the source code of the software underlying the Website including any of the Products, or any portion thereof;
- (b) interferes with operations or services provided by the Website including any of the Products or otherwise disrupts the Website including any of the Products in any way;
- (c) interrupts, destroys or limit the functionality of , any computer software or hardware or telecommunications equipment(including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);
- (d) infringes any copyright, trademark, trade secret, patent or other right of any party(including the promoting of an illegal or unauthorized copy of another person 's copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
- (e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;
- (f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;
- (g) exports, re - exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;
- (h) causes us to lose( in whole or part) the services of our internet service providers or other suppliers;
- (i) consists of any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, or otherwise transmits, posts or sends unsolicited commercial messages, removes or modifies any postings, unauthorized commercial advertisements, affiliate links, and other forms of solicitation;
- (j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Website; or
- (k) violates, or encourages others to violate this Agreement(or engages in any other activity deemed by us to be in conflict with this Agreement), or violates or encourages others to violate any applicable local, state, national, or international law.
- 4.4 Expiration of License.
At the expiration or earlier termination of the Subscription Term, you must destroy all Data (and any Derived Data which can be converted back to Data) then in your possession, and you shall provide Amberdata with a written statement signed by you certifying to such destruction (and if you are an entity, such a statement shall be signed by an officer of your company).
- 4.5 Reporting Violations.
You shall immediately notify us in writing of any Content that you view through the Website which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.
- 4.6 Disabling or Revocation of Use.
We have the right to cancel or suspend your use of the Website including any of the Products including any purchase made by you, for any reason, as determined in our sole discretion, including without limitation if we believe you have violated this Agreement.
- 5. Intellectual Property.
- 5.1 Proprietary Rights.
The Products including without limitation all Content provided by Amberdata or any of our third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for third party Trademarks(as hereinafter defined) appearing on the Website, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Website (for the abundance of clarity including any of the Products), including without limitation all other Data and other Content appearing therein, is owned exclusively by us, and that you have no rights in and to the Website(or for the abundance of clarity including in any of the Products) other than as expressly set forth in this Agreement. Other than for the licenses granted in Sections 4.1 and 4.2 above and except for that information which is in the public domain and is not otherwise limited by third party rights, no Content (including all Data) or any software underlying the Products may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent.
- 5.2 Trademarks.
"Amberdata" is a trademark of Amberdata. All other Trademarks referenced on the Website are the property of their respective owners. Amberdata is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website and whose owner is not indicated to be Amberdata. As used herein, the term "Trademarks" means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by Amberdata or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder. The owners of any third party product, service, information, content, Trademark or copyright appearing on the Website are not sponsors of Amberdata and have not endorsed and are not affiliated with Amberdata, and Amberdata is not a sponsor and does not endorse any such third parties.
- 5.3 Removal of Notices.
You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content. You shall abide by all such notices.
- 6. Links; Third Party Resources.
The Website may provide links to third party resources which may be of possible interest to you. Because we do not endorse or otherwise have control over such resources, we are not responsible or liable, directly or indirectly, for (a) the availability of such resources, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such resources, (c) your participation, correspondence or business dealings with any third party found on or through the Website, (d) any specific goods and services provided by such parties, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third parties, or (e) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Website. Your use of any resources linked to from the Website is subject to the policies and procedures of the owner of such resource, and your use of all such resources is subject to such policies and procedures and not to the provisions of this Agreement.
- 7. Representations, Warranties and Covenants.
You represent and warrant that (a) you have all rights, power and the full legal authority to enter into this Agreement (and if you are entering into this Agreement on behalf of any entity that you are fully authorized by such entity to so enter into this Agreement on its behalf), (b) you have carefully read this Agreement and shall comply with all of your obligations under this Agreement and any other terms or conditions posted on the Website, and (c) this Agreement is enforceable against you in accordance with its terms and conditions.
- 8. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE WEBSITE (FOR CLARITY INCLUDING WITHOUT LIMITATION ANY OF THE PRODUCTS) IS STRICTLY "AS IS", "AS AVAILABLE", ‘"WHERE AVAILABLE", AND AT YOUR SOLE RISK. NONE OF THE AMBERDATA PARTIES HAS OR SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE WEBSITE (INCLUDING ANY OF THE PRODUCTS) OR OTHERWISE RELATED TO YOUR SUBSCRIPTION. AMBERDATA FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS, TIMELINESS OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM OR RELATED TO, ANY USE OF THE WEBSITE (INCLUDING ANY OF THE PRODUCTS). SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE AMBERDATA PARTIES DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE WEBSITE (INCLUDING ANY OF THE PRODUCTS) OR THAT THE WEBSITE (INCLUDING THE PRODUCTS) WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, UNDER NO CIRCUMSTANCES SHALL AMBERDATA BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE (INCLUDING ANY OF THE PRODUCTS), OR YOUR INTERACTION WITH ANY THIRD PARTY LINKED TO FROM THE WEBSITE OR OTHERWISE.
- 9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ANY OF THE AMBERDATA PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, YOUR USE OF THE WEBSITE (INCLUDING ANY OF THE PRODUCTS), INCLUDING WITHOUT LIMITATION YOUR LOSS OF ANY DATA, INCOME, OR PROFIT, OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE(INCLUDING ANY OF THE PRODUCTS), WHETHER OR NOT ANY OF THE AMBERDATA PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE AMBERDATA PARTIES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE SUBSCRIPTION FEES PAID BY YOU TO US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ARISING OF SUCH LIABILITY, OR (B) (I) ONE HUNDRED DOLLARS ($100) FOR THE SUBSRIBER OF A FREE PLAN, AND (II) FIVE HUNDRED DOLLARS ($500) FOR ALL OTHER SUBSCRIBERS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTION 8 OR THIS SECTION 9 MAY NOT APPLY TO YOU, BUT IN SUCH A CASE ALL LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- 10. Indemnification.
You shall indemnify, defend and hold harmless each of the Amberdata Parties from any and all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements (collectively, "Losses") made by any third party arising out of or related to (a) the breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct, or (c) your violation of any law or regulation. You shall provide all applicable Amberdata Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the Amberdata Parties by any third party that may give rise to liability of any such Amberdata Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable Amberdata Party; provided, however, that each such Amberdata Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the Amberdata Parties believes is adverse to its interests, without receiving the prior written consent of each of the Amberdata Parties affected by such Claim. In no event shall any of the Amberdata Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.
- 11. Privacy.
- 12. No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Amberdata by this Agreement or as a result of your use of the Website including any of the Products.
- 13. Notices.
All notices hereunder shall be given by electronic mail as follows: to Amberdata at firstname.lastname@example.org and to a Subscriber at the email listed provided to us by such Subscriber upon registration. Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.
- 14. Governing Law; Arbitration; NO CLASS CLAIMS; TIMELY FILING OF CLAIMS.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding Delaware choice-of-law principles. Any dispute arising out of or relating to this Agreement (including without limitation regarding any breach hereunder), or your use of the Website including any of the Products, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (the "CAB") but if the AAA does not agree to adjudicate such dispute under the CAB then by a private professional arbitrator and associated rules determined reasonably agreed upon by the parties in writing. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in New York, NY by an arbitrator with applicable expertise in data subscription industry, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and/or us shall be deemed to be confidential information and shall not be made public by either you or us. If the party who initiates the arbitration action is unsuccessful to all claims raised, then such party shall pay the other party’s costs and expenses associated with such arbitration, including but not limited to the other party’s reasonable attorneys’ fees. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED AND YOU HEREBY WAIVE YOUR RIGHTS TO BRING ANY SUCH CLAIM. Notwithstanding the foregoing, you and we may each apply to any court of competent jurisdiction for injunctive relief or for enforcement of this arbitration provision, without breach of this arbitration provision. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST ANY OF THE AMBERDATA PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR OTHERWISE RELATED YOUR USE OF THE WEBSITE INCLUDING ANY OF THE PRODUCTS, MUST BE FILED BY YOU PURSUANT TO THIS SECTION 14 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
- 15. Assignment.
You shall not resell or assign your rights, duties or obligations under this Agreement and any attempted assignment or delegation will be void ad initio and of no force or effect whatsoever. This Agreement may be automatically assigned by Amberdata, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred.
- 16. Force Majeure.
In addition to any excuse provided by applicable law and notwithstanding anything to the contrary in this Agreement, Amberdata shall be excused from liability for non-delivery or delay in delivery the Products (including without limitation any Data delivered through the Products) arising from or related to any cause or event beyond our reasonable control, whether or not foreseeable by either party and whether or not similar to any of the following described causes or events, including but not limited to: labor disturbance, war, fire, accident, adverse weather, electrical outage, loss of data from any exchanges/networks or other of our data sources, Internet delay or failure, inability to secure transportation, governmental act or regulation.
- 17. No Waiver.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Amberdata does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Amberdata has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Amberdata’s rights, and all such rights or remedies shall still be available to Amberdata.
- 18. Validity.
If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between you and us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and Amberdata hereunder.
- 19. Contact Us.
If you have any questions or concerns regarding the Website including any of the Products, please contact us by e-mail at email@example.com.