Terms of Service
Thanks for using The Ambiki Web Application and Service ("Ambiki"). These Terms of Service ("Terms") outline your access to and use of Ambiki. Please read through these Terms carefully and make sure you understand all aspects. If you have any questions, please contact us.
By accepting this Agreement, either by accessing or using Ambiki, or authorizing or permitting any User to access or use Ambiki, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and 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 “Subscriber,” “User”, “You,” and “Your” shall refer to such Entity and its Affiliates. The terms “We”, “Us” and “Our” refer to SF Ambi, LLC, DBA Ambitious Idea Labs.
The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Service”), govern your access to and use of those websites, pages, features, content, platforms, and services that we own or operate, whether as a guest or a registered user.
Items appearing with Capitalization have their definitions outlined below.
Ambiki encompasses 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.
A User is the person that signed up for, or registered with Ambiki. Users can edit their account details, profile details, and can remove themselves from organizations and delete their account at any time. Users agree they are responsible for their, and anyone else they provide access to their account, compliance with these Terms of Service and conditions, including but not limited to payment for services and compliance with all applicable laws.
A Paid Subscriber is a User that has signed up for a paid subscription plan at Ambiki.
A Visitor is anyone that visits, navigates to, or in any way interacts with Ambiki, without creating an account or logging into Ambiki.
An Organization is a School, Clinical Practice, Company, or Sole Practitioner that has at least one User associated to it.
An Organization Admin is a User and the person responsible for updating an Organization's listing details and information, including which Users are associated with that organization.
A Profile is a listing in Ambiki that details a User's professional details including name, photo, NPI number, areas of expertise, demonstrated expertise, and additional collected and submitted data and metadata about that User.
A Client receives services delivered by You, through Ambiki. A Client's personally identifiable information is provided to Ambiki by You or Your organization and is covered by HIPAA, FERPA and Our Business Associate Agreement.
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.
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.
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.
A Subscription refers to the paid components of Ambiki, including but not limited to, the use of Ambiki's teletherapy product.
An Account is created for purposes of connecting a User to Ambiki services and is accessed via an authenticated experience using an e-mail and password.
An Active Account is a User that has either maintained their paid Subscription (active) or has logged in to their Ambiki account at least once during the prior year.
Private to me only
When resources, goals, and activity lists are set to "private to me only" those materials will only be able to be viewed by the account holder.
Share with Organization
When resources, goals, and activity lists are set to "share with organization" those materials will be able to be viewed by the account holder as well as any paid account holders associated with the organization to which materials have been shared.
Ambiki Does Not Provide Medical Advice
Content including, but not limited to, Resources, Public Activity Lists, Public Goal Banks, Profiles, Articles, Tutorials, and FAQ contained in Ambiki are not intended to be a substitute for professional medical advice, diagnosis, or treatment. You acknowledge and agree that Ambiki is not engaging in the practice of medicine or providing any medical services.
You are solely responsible for the delivery of any healthcare or medical advice through Ambiki.
By accepting these Terms of Service and creating an Account, you assert that you are at least 18 years of age, or the legal age of majority where You reside if that jurisdiction has an older age of majority, and you have the legal authority to contractually agree to these Terms of Service on behalf of the User or Organization.
You must create an Account with Ambiki to use some aspects of Ambiki. You agree to provide accurate, complete, up-to-date information about You and the person who establishes your Account. You and other Organization Users, if you add them, must register with a unique email address to identify Yourselves under the Organization.
You are responsible for the security of any Account verification information, such as usernames and passwords.
You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data for their use of Ambiki. You and the Organization Admin are responsible for obtaining consent prior to anyone under age 13 using Ambiki.
You as the User are responsible for all activity conducted through your Account and You should never allow another person to use Your Account. In the event of illegal activity, fraud, violation of these Terms of Service and Conditions, criminal behavior, or behavior not in alignment with Ambiki's core values, Ambiki may suspend or terminate your Account and prevent You from creating another one.
You are only allowed to create one Account on Ambiki. Duplicate Accounts may be deleted or merged.
You agree that You will not do or upload anything in Ambiki that is 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 agree that you will not harass, discriminate, or intimidate any other Users or Visitors of Ambiki.
Ambiki provides You a non-transferable, limited liability license to access and use content, including, but not limited to, Resources, Public Activity :ists, or Public Goal Banks, collectively referred to as "Ambiki", provided You are in compliance with all Terms of Service, in good standing, and if applicable, paid. Ambiki provides this content for illustration purposes and You agree that Ambiki is not engaged in rendering or providing professional services, nor medical advice. This content is not warranted to assist You in meeting clinical documentation requirements.
You agree that the content and information contained in Ambiki are a valuable and unique asset and trade secret, which in each instance is the property of Ambiki, and are subject to copyright and intellectual property rights. You agree to ensure that You will hold Ambiki and it's related content in confidence and to use Ambiki, solely for the purpose of delivering therapy service and may not be used, copied, rebroadcast, redeployed, or in any way commercially exploited outside of Ambiki.
You agree to not:
- Allow any unauthorized User or person to access or login to Ambiki and to not share login information
- Attempt to copy any ideas, features, images, or content contained in Ambiki
- Attempt to reverse engineer, copy, decompile, breach Ambiki security systems, hack or otherwise attempt to access or derive Ambiki's source code
- Sell or sublicense your license
- Develop any software based on any portion or function of Ambiki.
You also agree that all copies, modifications, alterations, and derivative works (whether or not authorized) automatically upon creation:
- belong to Ambiki
- become subject to the limitations and obligations outlined under this Agreement
- are excluded from any warranty or other obligation by Ambiki
All content provided by Ambiki is provided AS IS and may contain technical, typographical, or photographic errors. Ambiki does not warrant that any of the content, or user-generated materials contained in Ambiki are accurate, complete, or current. Ambiki may make changes to the materials submitted at any time, without notice, but is not obligated to make changes.
You may not resell, transfer, or display Ambiki content in any manner.
User Data and Ambiki Content Licensing
Protected Health Information/Patient Data
Ambiki will not retain, use or disclose Protected Health Information You provide about your patients, except as needed for delivering and improving Ambiki for You and Your Clients in accordance with these Terms of Service. Ambiki will not make use of any Protected Health Information that is not permitted by these Terms of Service and Business Associate Agreement, or 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:
- Ensuring that you have obtained all necessary consents and required notices from your Organization's Users and Clients
- Ensuring that your Organization's Users and Clients have agreed to the collection of data, including Protected Health Information where applicable, by You and Ambiki.
Data You upload for the purpose of creating a Profile grants Ambiki, limited Intellectual Property Rights. By creating a Profile 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.
Public Goal Bank and Public Activity Lists
Data submitted to the 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.
Use of Public Goal Bank data and Public Activity List data
You may only use Public Goal Bank data and Public Activity List data in conjunction with Ambiki, 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 Ambiki, 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:
- Using goals and activity lists during therapy
- In therapy service’s documentation, including evaluations, care plans, visit notes, and other patient-specific documentation
- 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 of Service, including our intellectual property rights. Ambiki reserves the right to terminate or limit your access to The Ambiki Web Application and Service and/or the licenses granted herein for any reason and in our sole and reasonable discretion.
Any feedback, suggestions, or ideas submitted by You may be used by Ambiki, for free forever, for any purpose, without notice to You.
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:
- Electronic or physical signature of the copyright owner or their agent
- Identify the content You believe has been infringed
- Identification of the materials that are being infringed and their location in Ambiki
- Contact information so that Ambiki may communicate with You
- A good faith statement indicating why You believe the use of the content is in violation of Your rights
- 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.
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 hearby 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.
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.
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 Teletherapy, require a paid Account or Subscription in accordance with Ambiki's pricing.
Additionally You agree and understand that:
- 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
- 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
- You are responsible for ensuring that any credit cards or debit cards used for payment are valid and sufficient to complete payment
- You agree to the terms and conditions of Ambiki's payment processor Stripe - Stripe Services Agreement
- 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
- All payments made to Ambiki are realized on the date payment is made, and refunds will be provided according to Ambiki's refund policy (TODO)
- Ambiki reserves the right at it's sole discretion to accept or refuse any payment made in any form
- Your bank or credit card company may take action or perform security checks to verify You authorized payment to Ambiki
- Downgrading, upgrading, or changing Your Account or Subscription level will become effective with the next billing cycle
- 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
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 13. In no way will Ambiki be liable if You fail to obtain necessary consents from Your Clients or patients.
You agree that You, Your Organization's Users, Clients will not engage in any behavior that is illegal, unethical, causes harm, or harasses, discriminates any other user, nor will You entice others to do so. This includes content that may be uploaded, telehealth sessions, training, social media, or other communities of Ambiki Users.
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. You expressly agree that Your use of Ambiki, any Resources, content, Public Activity Lists or Public Goal Bank, is Your sole risk. Ambiki is provided "AS IS" and "AS AVAILABLE" with all faults and without warranty of any kind.
IN NO EVENT, SHALL, AMBIKI, IT'S EMPLOYEES, STAFF, OFFICERS, EQUITY OWNERS, PARTNERS, DIRECTORS, OR FUTURE ASSIGNEES, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF COVER, LOSS OF USE, LOSS OF ANTICIPATED REVENUES OR PROFITS, OR DAMAGES RESULTING FROM OR RELATING TO CLAIMS BROUGHT AGAINST CUSTOMER BY THIRD PARTIES, REGARDLESS OF WHETHER THE COMPANY OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND CUSTOMER CANNOT CLAIM, DEMAND, OR SEEK RECOVERY FROM THE COMPANY OR ITS REPRESENTATIVES FOR ANY OF THE FOREGOING LOSSES OR DAMAGES AND THE COMPANY WILL NOT INDEMNIFY CUSTOMER FOR ANY SUCH CLAIMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE. IN NO EVENT SHALL THE COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OR RELATING TO THE PLATFORM, THE SOFTWARE, THE DOCUMENTATION, OR THE SERVICES CONTEMPLATED HEREBY OR THIS AGREEMENT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO THE COMPANY HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE UPON WHICH CUSTOMER KNOWS OR SHOULD HAVE KNOWN OF THE APPLICABLE CAUSE OF ACTION AGAINST THE COMPANY. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. NO LEGAL ACTION OR OTHER CLAIM ARISING IN CONNECTION WITH THE PLATFORM, THE SOFTWARE, THE DOCUMENTATION, OR THE SERVICES CONTEMPLATED HEREBY OR THIS AGREEMENT MAY BE BROUGHT AGAINST THE COMPANY MORE THAN ONE (1) YEAR AFTER IT ACCRUES.
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.
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.
Consent to Electronic Communication
By using Ambiki You agree and consent to receive electronic communications (email) from Ambiki including:
- Account creation and verification
- Billing notices
- Onboarding training
- Administrative messages
Termination and Transfer of Account
You are free to stop using Ambiki and You may delete Your Profile or Account at any time. Maintaining a User Profile, or Active Account on Ambiki is not a right. You, Your Organization, and Your Organization's Users access to and ability to use Ambiki may be terminated at the sole, reasonable, discretion of Ambiki.
Any violation of these Terms of Service, illegal activity, activity that does not align with Ambiki's core values and community guidelines, or activity that in any way could cause harm or cause legal liability, to any user or staff at Ambiki by You, Your Organization's Users, Clients may result in immediate termination or suspension of Your Account, without refund at Ambiki's sole, reasonable discretion. If Your Account or access has been terminated due to violation of these Terms of Service or applicable laws, You will not be able to create a new Account or in any way access Ambiki.
Your Account may also be terminated in the event of unpaid subscription fees, or for free Users, if You have not accessed or logged in to Ambiki for 12 consecutive months.
In the event a User becomes incapacitated, or unable to provide services, the User will be solely responsible for arranging the transfer of User Data, or modifying access to effectively transfer the Account.
Maintenance Debugging and Testing
Ambiki, may do maintenance and updates, interrupting the service, at any time, without warning. Typically, updates are performed at night, weekends, and off hours (in US time zones) and every attempt is made to provide You with ample notice and warning, however circumstances may require an update at any time.
You agree to allow Ambiki to retain and store copies of Your User Data, in accordance with these Terms of Service, for the purpose of debugging or testing Ambiki.
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 Ambiki. 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.
Ambiki 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
For details on Ambiki's Student Membership program please visit Free Student Membership Terms and Conditions.
Changes to the Terms of Service
Ambiki, may revise and update these Terms of Service 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.
These Terms of Service are effective May 10th, 2021 and last updated on January 19th, 2022. 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.
For all inquiries or issues related to these Terms of Service please contact:
SF Ambi, LLC, DBA Ambitious Idea Labs
251 Little Falls Drive
Wilmington Deleware, 19808