Website Terms of Service

Last Updated: May 28, 2024

SF Ambi, LLC d/b/a Ambitious Idea Labs (“Ambiki,” “we,” “us,” or “our”) oversees this website, www.ambiki.com (“Site”) and related services, including the Ambiki Web Application and Ambiki Service (collectively, our “Services”). These Terms of Use, together with any documents these Terms of Use expressly incorporate by reference (collectively, “Terms”) are applicable to you (“User(s),” “you,” or “your”) and govern your access to and use of the Services, as well as any information, text, graphics, photos, or other material uploaded, downloaded or appearing on the Services. The Terms contained herein apply to all users of this Site and our Services.

Read these Terms carefully before you begin using this Site. BY CLICKING “I AGREE,” REGISTERING, OR OTHERWISE BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR USING THE SITE, ITS SERVICES, AND THE CONTENT AVAILABLE HEREIN, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS. If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are accepting the terms of this Agreement for that Entity and are representing to Ambiki that you are at least 18 years of age and that you have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “user”, “you,” and/or “your” shall refer to such Entity and its Affiliates.

Access to the Services is intended only for users located within the United States. Ambiki makes no representation or warranty of any kind that use of this Site outside of the United States is lawful or permissible. Those who access this Site from other jurisdictions are responsible for their compliance with local laws pertaining to the use of this Site. The Services are also not intended for use by minors. By using the Services, you represent and warrant that you are eighteen (18) years of age or older.

1. Definitions

Items not previously defined but appearing with Capitalization have the definitions and/or meanings set forth below.

a. Ambiki Services. The Ambiki Services encompass the entire suite of content and services that Users and Visitors engage with via a website, API, browser extension, mobile application, or other delivery mechanism. The terms Ambiki and The Ambiki Web Application and Service are interchangeable and either may be used to refer to the entire ecosystem of Users, content, and materials.

b. Registered User. A Registered User is the person or entity that signed up for, or registered with, Ambiki for use of the Site and/or Services. Registered Users can edit their/its account details, profile details, and can remove themselves and/or itself from organizations and delete their and/or its account at any time. Registered Users agree they are responsible for their/its, and anyone else they provide access to their account, compliance with these Terms, including but not limited to payment for services and compliance with all applicable laws.

c. Paid Subscriber. A Paid Subscriber is a User that has signed up for a paid subscription plan with Ambiki.

d. Visitor. A Visitor is anyone that visits, navigates to, or in any way interacts with the Site and/or Services, without creating an account or logging into the Site or Services.

e. Entity. An Entity is an organization or entity, which includes but is not limited to a School, Clinical Practice, Company, or Sole Practitioner, that has at least one User associated to it.

f. Entity Admin. An Entity Admin is a User and the person responsible for updating an Entity’s listing details and information, including which Users are associated with that Entity.

g. Profile. A Profile is a listing in Ambiki’s Site and/or Services that details a User's professional information including name, photo, NPI number, areas of expertise, demonstrated expertise, and additional collected and submitted data and metadata about that User.

h. Client. A Client receives services delivered by You, through Ambiki and its Site and/or Services. A Client's personally identifiable information is provided to Ambiki by You or Your Entity and is covered by HIPAA, FERPA and Our Business Associate Agreement.

i. Ambiki Public Activity List Library. The Ambiki Public Activity List Library is a collection of verified and approved lists of phonemes, blends, words, phrases, sentences, or paragraphs. The lists are curated and organized by taxonomy in similar groupings by letter or phoneme that Users can build, add to, or utilize for their needs.

j. Ambiki Public Goal Bank Library. The Ambiki Public Goal Bank Library is a collection of goals, written and approved, curated and organized by taxonomy that Users can build, add to, or utilize for their needs.

k. Resource. A Resource is PDF that Users have uploaded to Ambiki for their private use. Users have the option to submit their resource to the Ambiki Public Resource Library.

l. Subscription. A Subscription refers to the paid components of Ambiki, including but not limited to, the use of Ambiki's teletherapy product.

m. Account. An Account is created for purposes of connecting a User to Ambiki and its Site and/or Services and is accessed via an authenticated experience using an e-mail and password.

2. Access to and Use of the Site and the Services

Access to certain portions of the Site is restricted to registered users. To use our Services, register an Account and/or make a payment through our Site, you may be required to provide certain personally identifiable information (“Personal Information”), such as your first and last name, telephone number(s), and e-mail, as well as other personally identifiable information that you voluntarily provide. By providing such information, you acknowledge and agree that we may, and you specifically authorize us or permitted third parties, to process all requests and transactions related to this Site and its operation, including without limitation payments and/or registration. You agree to pay all fees and charges, including applicable taxes and surcharges, incurred through your activity on or through the Site and/or through your Account. You are only allowed to create one Account on Ambiki. Duplicate Accounts may be deleted or merged.

a. Registration and Security. You agree, represent, warrant, and guarantee that all Personal Information provided by you, either through our Site or when speaking to an Ambiki representative over the phone, video call, or any other method of communication, is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate, or pretend to be somebody else when providing information. When you create an Account and subsequently log in, you will be asked to choose a password. You are responsible for safeguarding and maintaining the confidentiality of your password, and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that any unauthorized person is using your password or your Account (for example, your password has been lost or stolen, someone has attempted to use the Services or Site through your Account without your consent or your Account has been accessed without your permission). We also recommend that you do not store your password through your web browser or other software. We strongly recommend that you do not use the Services or access the Site on any public computer.

b. Limitations on Use. The Site and Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Site, the Services, and its content. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and/or Services:

• in any manner transmit or submit any content to which you do not have the lawful right to copy, transmit, and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);
• in any manner transmit or submit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right, or right of publicity);
• in any manner transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful, or otherwise objectionable content or material;
• copy, reproduce, republish, upload, post, transmit, or distribute the Services, the Site, or any content thereof;
• share or sell information derived from or related to the Services, the Site, or any content thereof;
• modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute, or display, or create derivative works, compilations, or collective works based on the Services, the Site, or any content thereof;
• knowingly or negligently permit other individuals or entities to use or copy the Service or "frame" or "mirror" the Service on any other server or wireless or Internet-based device;
• circumvent, disable, or otherwise interfere with security-related features on the Site or features that prevent or restrict use or copying of any content;
• use the Services to collect or store Personal Information about other users;
• knowingly include or use any false or inaccurate information in any customer account;
• in any way transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes,” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Site, or interfere with the access of any other user to the Site;
• attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the Site;
• attack the Site via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Site;
• transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;
• attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Site;
• use the Site in any way that competes with us; or
• encourage, collaborate, or instruct any other person or entity to do any of the foregoing.

ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICES OR SITE MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.

We reserve the right, in our sole discretion, to audit or otherwise monitor any communication transmitted using the Site and/or Services. We further reserve the right at all times to review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or business assessment. NOTWITHSTANDING THE FOREGOING, WE HEREBY DISCLAIM ANY OBLIGATION TO MONITOR USE OF THE SITE AND/OR SERVICES, OR TO RETAIN THE CONTENT ON THE SITE UNLESS OTHERWISE AGREED OR REQUIRED BY LAW.

c. User Feedback and Suggestions. All feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Ambiki or otherwise disclosed, submitted, or offered concerning the Site and/or Services in connection with your use of the Site and/or Services (collectively, "Feedback") will be Ambiki’s property. Such disclosure, submission, or offer of any Feedback will constitute an assignment to Ambiki of all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Feedback. Ambiki will be under no obligation to (i) maintain any Feedback in confidence; (ii) pay any compensation for any Feedback; or (iii) respond to any Feedback.

d. Cancellation, Termination, and Account Deletion. You may cancel your Account at any time by emailing us at info@ambiki.com. At cancellation, your Account will be inactivated and you will no longer be able to log into your Account. Ambiki may terminate your password, Account, or use of the Services at any time if you breach or otherwise fail to comply with these Terms or Ambiki’s then-current payment or refund policies, if any and as applicable. In addition, Ambiki may terminate an Account at any time in its sole discretion.

e. Updates and Outages. It may be necessary for Ambiki to perform scheduled or unscheduled repairs, maintenance, or upgrades and such activities may temporarily degrade the quality of the Site or Services or result in a partial or complete outage of the Site or Services. Ambiki provides no assurance that you will receive advance notification of such activities or that the Site or Services will be uninterrupted or error-free. Any degradation or interruption of the Site or Services will not give rise to a refund or credit of any fees paid by you. You agree to allow Ambiki to retain and store copies of your User data, in accordance with these Terms, for the purpose of debugging or testing the Site and Services. You agree to promptly advise Ambiki of any errors, functionality concerns, unexpected results, non-compliance with the specifications, and any other issue and information that reasonably may be of interest to Ambiki in improving the Site and Services. You agree to work with the Ambiki team to identify what aspects of Your usage or operation (if any) cause problems or negatively affect the use of Ambiki, and You agree to provide troubleshooting, debugging, and maintenance assistance where problems appear to relate to Your usage of Ambiki.

f. Special Provisions Applicable to Software. If you download or use our software, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software. You agree that you will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.

g. Links to Third-Party Websites. The Site and/or Services may contain links to other websites on the Internet, which are not maintained by us. When you leave the Site, you do so at your own risk. By providing a link to a third-party website, we are not endorsing or attempting to associate with any other entity. Other websites are not under our control, and you acknowledge that we shall not be responsible or liable for any of the text, images, videos, content or any other content or information from a third-party website. You also acknowledge that we shall not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your reliance on any information, any good, any service, or any other material provided through a third-party website.

h. Reliance on Information Posted. We reserve the right to modify the Site in our sole discretion without notice. We will not be liable if, for any reason, any part of the Site and/or Services or the entirety of the Site and/or Services is unavailable for any period of time. Periodically, we may restrict access to portions of the Site and/or Services or the entirety of the Site and/or Services. We may make these modifications at any time and for any reason without prior notice. You assume any and all risk for decisions based on information contained within the Site and/or Services. The information presented on or through the Site and/or Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place, or decisions you make, on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on the materials of this Site and/or the Services by you or any other user of the Site, or by anyone who may be informed of any of their contents.

i. Medical Advice. ANY AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO RESOURCES, PUBLIC ACTIVITY LISTS, PUBLIC GOAL BANKS, PROFILES, ARTICLES, TUTORIALS, FAQ, AND ANY OTHER INFORMATION POSTED ON THE SITE AND/OR SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, AND/OR TREATMENT. YOU ACKNOWLEDGE AND AGREE THAT AMBIKI IS NOT ENGAGING IN THE PRACTICE OF MEDICINE OR PROVIDING ANY MEDICAL ADVICE AND THAT AMBIKI DOES NOT WARRANT THE ACCURACY OF THE INFORMATION POSTED ON THE SITE AND/OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR THE DELIVERY OF ANY HEALTHCARE OR MEDICAL ADVICE.

j. Protected Health Information. We may receive and store Protected Health Information ("PHI") that you provide to us or is provided to us by your Clients use of the Site and/or Services. Ambiki’s protection and security of that data is addressed in our Privacy Policy and our Business Associate Agreement. You agree that You are the data owner and responsible for maintaining PHI and you will comply with any and all applicable data protection laws with respect to the maintenance, transfer, storage and/or any other use of such PHI Data. You agree to not attempt to access or view any PHI you, your organization or Entity, or Users of your organization or Entity do not have authority to access or view.

3. Intellectual Property.

The Site and the Services, including all text, images, designs, graphics, content, source code, object code, data, features, functionality (including but not limited to all information, software, displays, enablement of video and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such materials. For purposes of clarity, Ambiki owns the rights to the compilation, arrangement, and assembly, along with any modifications, variations, updates, versions, and changes to all information entered and stored within our Site’s database(s) as part of the Site or Services. This material, collectively, is protected by United States copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All of the Site’s content is copyrighted material and is protected by the Copyright Act of 1976. You are not permitted to republish, reproduce, transmit, transfer, prepare derivative versions or works, or otherwise use any content on this Site without our prior, express, and written permission.

You do not and will not acquire any intellectual property rights in the Site, including but not limited to the underlying Services and the content published herein, by your use of the Site and/or the Services. Subject to your compliance with the terms and conditions of these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license, without the right to sublicense, to access and use the Site and to download and print any content provided by us, solely for your personal and non-commercial purposes, unless otherwise agreed to in writing by you and Ambiki. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the limited license expressly granted in the preceding sentence. You also agree that the content and information contained in the Services are a valuable and unique asset and trade secret, which in each instance is the property of Ambiki. You agree to ensure that You will hold Ambiki-related content in confidence and to use the Site and Services, solely for the purpose of delivering therapy service and may not be used, copied, rebroadcast, redeployed, or in any way commercially exploited outside of your use of the Site and/or Services.

By creating an Account, you grant Ambiki (and its affiliates) a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display, including providing third-party access via API, to analyze and distribute, but not display publicly User profile data. Profile data may contain attribution referencing Ambiki.

Data submitted by you or other third-parties to the, or through the, Ambiki Customer Form Builder, Public Goal Bank, or Public Activity List grants Ambiki (and its affiliates) a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, prepare derivative works of, display, reproduce, modify, adapt, publish, market and distribute said data, including providing third-party access via API, to analyze and distribute, but not display publicly, said data. Data may contain attribution referencing Ambiki. Ambiki does not claim ownership rights in data submitted by Users through the Ambiki Customer Form Builder as this data belongs to Users or their patients. Users acknowledge their responsibility to comply with all industry regulations with respect to such data, as further outlined herein.

4. Data and Content-Related Provisions.

a. Protected Health Information/Patient Data. Ambiki will not retain, use or disclose PHI you provide about your patients, except as needed for delivering and improving Ambiki for you and your Clients in accordance with these Terms. Ambiki will not make use of any PHI that is not permitted by these Terms and our Business Associate Agreement, or otherwise prohibited by applicable laws, including, but not limited to HIPAA and FERPA. You are solely responsible for complying with applicable privacy and data protection laws, including (a) ensuring that you have obtained all necessary consents and required notices from your Entity’s Users and Clients; and (b) ensuring that your Entity’s Users and Clients have agreed to the collection of data, including PHI where applicable, by You and Ambiki. If Ambiki receives any subpoena, court order, or legal obligation, compelling the disclosure of PHI, Ambiki will provide You with notification of such order. In the event of account termination by cancellation, breach of these Terms, or any other reason, you will be able to export your data, including PHI, for a period of time, depending on the data and your subscription, in accordance with Our Privacy Policy.

b. Use of Public Goal Bank Data and Public Activity List Data. Without limiting any of Ambiki’s intellectual property rights set forth in Section 3, you may use Public Goal Bank data and Public Activity List data only in conjunction with our Site and its underlying Services, or in conjunction with your personal, non-commercial use. You may only use Public Goal Bank data and Public Activity List data in conjunction with our Site and its underlying services, or in conjunction with your personal, non-commercial use. Acceptable uses of Ambiki’s goal bank and public activity list data include, but are not limited to (a) using goals and activity lists during therapy; (b) in therapy service’s documentation, including evaluations, plans of care, visit notes, and other patient-specific documentation; and (c) in collaboration with others to develop and prepare treatment plans and to coordinate patient care. Ambiki grants you a limited, revocable, non-exclusive, non-transferable license to view, copy, use and print data from Ambiki for your personal and limited commercial purposes as long as they do not violate any aspect of Ambiki's Terms, including our intellectual property rights. Ambiki reserves the right to terminate or limit your access to the Site and Services and/or the licenses granted herein for any reason and in our sole and reasonable discretion.

c. Resources and Digital Millennium Copyright Act. You agree that any Resource, regardless of file format or type, You upload to Ambiki will not be illegal, unsafe, unethical, pornographic, stolen, encumbered by someone else's intellectual property rights or trademarks, or entice others to upload content in violation of these Terms of Service. You may be presented with an opportunity to have your Resource reviewed and added to Ambiki Resource Library. Your participation in the Resource Library is not required to upload and use Your own Resources, nor to use Ambiki's free Resources. If you do choose to participate You will be presented with additional terms related to Ambiki's Public Resource Library. If Your content is vetted and approved, You will be able to earn additional income when other Ambiki Users access or use Your Resource. Ambiki takes copyright infringement seriously. If you believe that your copyrighted work has been copied or made available in Ambiki, please notify Ambiki in writing providing content necessary to process a DMCA complaint in accordance with THE DIGITAL MILLENNIUM COPYRIGHT ACT OF 1998. The required information includes: (a) electronic or physical signature of the copyright owner or their agent; (b) identify the content You believe has been infringed; (c) identification of the materials that are being infringed and their location in Ambiki; (d) contact information so that Ambiki may communicate with You; (e) a good faith statement indicating why You believe the use of the content is in violation of Your rights; and (f) a statement under penalty of perjury that the above, provided information is accurate. You may only use Resources in conjunction with Ambiki, or in the case of public, free Resources, in conjunction with your personal, non-commercial use. Any Resources provided as a part of a paid Subscription tier may only be used in conjunction with Ambiki, and may not be downloaded, copied or used in any fashion outside of Ambiki.

d. Recording of Teletherapy Session. Ambiki may offer, depending on access and subscription, opportunities to record your teletherapy session to create a record of the session, append to session or treatment log data, or for use in a patient portal. If you use the record session feature, you hereby grant Ambiki (and its affiliates) a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, excluding any personally identifiable or Protected Health Information, with respect to You and Your Clients, recordings of sessions to analyze, improve, support, and operate Ambiki and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to generate industry benchmarks or best practices guidance, recommendations or similar reports for distribution to and consumption by You and other Ambiki Users and prospects. For clarity, this does not give Ambiki the right to identify You or Your Clients as the source of any Data.

e. Administrative and Aggregate Data. You agree and acknowledges that Ambiki, may obtain and aggregate technical and other data about Your use of Ambiki, excluding any personally identifiable or Protected Health Information, with respect to You and Your Clients (Aggregated Anonymous Data). Ambiki may use the Aggregated Anonymous Data to, analyze, improve, support, and operate Ambiki and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to generate industry benchmarks or best practices guidance, recommendations or similar reports for distribution to and consumption by You and other Ambiki Users and prospects. For clarity, this does not give Ambiki the right to identify You or Your Clients as the source of any Aggregated Anonymous Data.

f. Free and Premium Content. Ambiki contains some components for free including but not limited to Public Goal Bank and Public Activity Lists, while other components, including but not limited to teletherapy resources, require creating a User Profile, and other components including but not limited to Ambiki EMR, Tenalog, and Teletherapy, require a paid Account or Subscription in accordance with Ambiki's pricing. Additionally You agree and understand that:

• i. The prices listed do not include sales tax and sales tax will be applied to purchases and Subscriptions, even if You provide a tax exemption number or affidavit of exemption, You will be solely responsible for paying all applicable taxes, including, without limitation, sales, use, property, excise, value added, and gross receipts taxes levied on this Agreement;
• ii. Ambiki may, with proper notification, add, remove, include, or exclude services in the free, Account Required, or Paid Subscription tiers at any time in accordance with our pricing policy;
• iii. You are responsible for ensuring that any credit cards or debit cards used for payment are valid and sufficient to complete payment;
• iv. You agree to the terms and conditions of Ambiki's payment processor Stripe - Stripe Services Agreement;
• v. If Your payment does not go through or Your Account becomes delinquent, Ambiki may suspend and or terminate Your Account and Your Organization's access in accordance with these Terms of Service;
• vi. All payments made to Ambiki are realized on the date payment is made, and refunds will be provided according to Ambiki's refund policy;
• vii. Ambiki reserves the right at its sole discretion to accept or refuse any payment made in any form;
• viii.Your bank or credit card company may take action or perform security checks to verify You authorized payment to Ambiki;
• ix. Downgrading, upgrading, or changing Your Account or Subscription level will become effective with the next billing cycle;
• x.Downgrading Your Account may cause You to lose access to some features, Ambiki is not responsible or liable for any loss experienced when downgrading or canceling Your Account.

g. Consent. You agree that You have obtained all necessary consents and permissions, to use and authorize Ambiki to use, retain, copy, and process the User Data You provide, or is collected by Ambiki in conjunction with delivering the service. You agree that You are solely responsible for obtaining consent from Your Clients to use Ambiki and teletherapy, in particular parental or guardian consent must be obtained for patients that are under the age of thirteen (13). In no way will Ambiki be liable if You fail to obtain necessary consents from Your Clients or patients.

5. Disclaimer of Warranties.

THE SITE, THE SERVICES, AND ALL INFORMATION CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOU ACKNOWLEDGE AND AGREE THAT AMBIKI IS SOLELY PROVIDING THE TECHNOLOGY THAT ENABLES THE SERVICE AND IS NOT PROVIDING MEDICAL ADVICE OR HEALTH CARE SERVICES. AMBIKI HAS NO LIABILITY OR RESPONSIBILITY IN CONNECTION WITH ANY HEALTH CARE SERVICES, MEDICAL ADVICE, OR RECOMMENDATIONS DELIVERED THROUGH AMBIKI.

AMBIKI, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL WARRANTIES WHETHER ARISING OUT OF LAW, STATUTE, COURSE OF DEALING, TRADE USAGE, OR ANY OTHER RELATIONSHIP. WE MAKE NO WARRANTIES OF ANY KIND REGARDING THE SITE OR INFORMATION FOUND ON THE SITE. WE MAKE NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, FUNCTIONALITY, TIMELINESS, SPEED, OR ACCESSIBILITY OF ANY INFORMATION SUPPLIED WITHIN THE SITE. WE DO NOT WARRANT THAT THE SITE WILL BE OPERATIONAL, SECURE, ERROR-FREE, OR VIRUS FREE. TO THE EXTENT ANY JURISDICTION DOES NOT PERMIT US TO DISCLAIM WARRANTIES IN THESE WAYS, WE DISCLAIM WARRANTIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

6. Limited Liability

TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE AMBIKI, TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SITE AND THE SERVICES.

You acknowledge that you are responsible for any actions you take while on the Site and Services. You recognize that your use of the Site and Services, along with any subsequent actions arising from your use of the Site and Services are taken solely at your own risk.

IN NO EVENT WILL AMBIKI, OUR DIRECTORS, OUR OFFICERS, OUR EMPLOYEES, OUR CONTRACTORS, OUR AGENTS, OR OUR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR UNDER ANY EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, CLINICAL OUTCOMES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SERVICES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

7. Indemnification.

You will indemnify, defend, and hold harmless Ambiki, our licensors and affiliates, and our and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of, in connection with, or resulting from: (a) your access to or use of the Site, including but not limited to its Services and its content; (b) your violation of any of the provisions of these Terms; (c) any activity related to your account by you or any other person accessing the Services through your account, including, without limitation, negligent or wrongful conduct; or (d) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

For purposes of clarity, these indemnification obligations apply to your use of the Site, along with your use of the Site’s content and Services, other than as expressly authorized in this Terms, and your use of any information obtained from the Site or any information you provide to the Site. We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

8. Our Compliance with COPPA.

You may use the Ambiki Site and Services, which includes teletherapy, in connection with your patients who are under the age of thirteen (13), provided, however, that you first obtain verifiable parental consent from the patient’s parents or legal guardians. Notwithstanding the foregoing, we do not directly sell products or services to anyone under the age of thirteen (13). In accordance with the Children’s Online Privacy Protection Act (“COPPA”), we will never knowingly request or solicit Personal Information from anyone under the age of thirteen (13) without verifiable parental consent. In the event that we receive actual knowledge that we have collected such Personal Information without the requisite and verifiable parental consent, we will delete that information from our database as quickly as is practical. We reserve the right to request proof of age at any stage so that we can verify that minors are not using the Service(s). For questions, please email info@ambiki.com.

9. General Provisions.

a. Your Security. You are responsible for implementing sufficient procedures and security mechanisms to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to and separate from this Site to reconstruct any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or to your downloading of any material posted on them, or on any third-party website linked to them. Some jurisdictions do not permit us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you. In such event, the exclusions shall apply to the fullest extent permitted under applicable law.

b. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Nashville, TN. Tennessee law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

c. Implied Relationship. The parties’ relationship, as established by this Agreement, is solely that of client and customer. This Agreement does not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

d. Consent to Electronic Communication. By using the Site and/or Services, you agree and consent to receive electronic communications (email) from Ambiki including, but not limited to: (a) Account creation and verification; (b) Billing notices; (c) Onboarding training; and (d) Administrative messages.

e. Technical Requirements. The Site and Services includes features such as teletherapy, green screen, screen share, white board and more that may require minimal system requirements - CPU of sufficient processing power, sufficient RAM, storage, Internet bandwidth and more. It is Your responsibility to make sure that Your system and Internet connection are sufficient to run all features in Ambiki. You can check Your system at - Teletherapy System Health Check.

f. Student Membership. For details on Ambiki's Student Membership program please visit Free Student Membership Terms and Conditions.

g. Changes to the Terms of Service. Ambiki may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. If changes to the Terms of Service are made, You will be prompted to accept those changes in order to continue Your use of Ambiki.

h. Governing Law. All questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of law principles.

i. Severability and Waiver. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions will continue in full force and effect. No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Ambiki in writing.

j. Contact Us. To ask questions or comment about these Terms, you may contact us at:

SF Ambi, LLC, DBA Ambitious Idea Labs

251 Little Falls Drive

Wilmington, Delaware 19808

Info@ambiki.com