Partner Portal Terms of Use

The Ambient Partner Portal (the “Portal”), available at Partner Program, is provided to allow partners to access Ambient’s partner resources, submit opportunity registrations, review current opportunities, participate in Ambient’s partner program and training, and have access to a variety of other information and materials. These Partner Portal Terms and Conditions (“Agreement”) constitute a contract between Ambient, Inc. located at 2010 N. 1st Street, Suite 405, San Jose, California 95131, and its subsidiaries, (“Ambient”, “We”, or “Us”), and you, on behalf of the organization in which you represent, (“Partner” or “You”). By accessing or using the Portal, Partner agrees to be bound by this Agreement and Ambient’s Website Privacy Policy located at Privacy Policy, or such other links as Ambient may provide from time to time. If an individual is entering into this Agreement on behalf of an organization, or other entity, that individual represents that he or she has authority to bind such organization and is agreeing to this Agreement on behalf of such entity. If you do not have authority to enter into this Agreement, is not of legal age to form a binding contract, or does not agree with this Agreement, you may not use or access the Portal. This Agreement may be updated by Ambient at any time with or without notice, and Partner hereby agrees to such updated terms by logging into the Portal. We encourage you to periodically review this Agreement to stay informed about any updates we make to our terms. Your continued use of the Portal after we make changes to this Agreement is deemed to be acceptance of those changes.

Proprietary Rights

Ambient owns and retains all right, title and interest (including without limitation all copyrights patents, moral rights, trademark rights, and other intellectual property and industrial property rights) in, to and associated with its products, services, the Portal, and any materials which can be found on the Portal and all software and technology used to provide the products and services and related documents and information and all derivative works based on the foregoing, including, but not limited to, modifications or derivative works created at the request of Partner, a customer, user, or other such third party.

Content

All information, data, content, or materials that may be uploaded to, found on, or accessed in the Portal, including but not limited to, prospect or customer information, opportunity registration information, account information, business information, or user information (collectively “Content”) provided by Ambient are protected by privacy, confidentiality, trademark, service mark, trade dress, copyright or other intellectual property rights or licenses held by Ambient or third parties who have licensed such Content to Ambient.

Subject to full compliance with the terms of this Agreement, Ambient grants Partner a non-commercial, non-exclusive, non-transferable, limited right to access and use the Portal for Partner’s business purposes. Partner acknowledges that all Content is provided “AS IS.” Ambient does not provide formal support via the Portal and makes no representations or warranties, express or implied, that the Content on the Portal is accurate, timely or complete. Use of any Content is at Partner’s own risk and Ambient makes no promises, guarantees, representations or warranties regarding the Portal’s availability. Ambient reserves the right to monitor, delete, move, or edit any Content on the Portal, but is not obligated to do so. Partner may display and print for its own use, and for the use of its customers, information received via the Portal that pertains to Partner or Partner’s customers and its business with Ambient. The license to use the Portal granted in this Agreement will terminate automatically in the event that Partner ceases to be a Partner of Ambient, in Ambient’s sole discretion. Ambient may deactivate or remove Partner’s access to the Portal at any time in Ambient’s sole discretion. The license to access and use the Portal granted in this Agreement may be terminated at any time by Ambient, without notice to Partner. Except as expressly provided in this Agreement, Partner may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Portal Content. Partner may only use Ambient Content and materials on the Portal for marketing purposes that are expressly labeled as marketing materials for Partner’s use, provided Partner does not modify any such Content or materials, or remove or alter Ambient’s logos, marks, or other such proprietary rights notices. Partner must reproduce the proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Partner may only use Ambient’s logo in accordance with Ambient’s logo guidelines for its marketing purposes. If expressly permitted, via the Portal or otherwise in writing by Ambient, Partner may add its logo to marketing materials as designated by Ambient for Partner’s use.

While it is possible for Partner to upload its own Content to the Portal, Partner agrees that it is solely responsible for any activity associated with Partner’s account and any Content Partner submits, posts, transmits, includes, links to or otherwise uploads to the Portal (“Upload(s)” and derivatives thereof). By Uploading any Content to the Portal, Partner hereby grants Ambient an irrevocable, perpetual, non-exclusive, worldwide, fully-paid and royalty-free right and license to use, copy, modify, reproduce, translate and publish any such Content for Ambient’s business purposes (including, but not limited to, providing the Portal). All Uploads submitted via the Portal are hosted by a third party service provider (i.e. Salesforce.com.), not Ambient, and Ambient shall have no liability whatsoever for the security or storage of such Uploads. Partner understands that the Portal is neither intended nor designed for the Uploading, collection, storage or protection of any protected health information (“PHI”) governed by the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”), nor does it need or request any non-public consumer personally identifiable information or financial information governed by the Gramm-Leach-Bliley Act (“GLBA”) or payment card information covered by the Payment Card Industry Data Security Standards (“PCI DSS”). Partner should never disclose, or allow to be disclosed, PHI, information protected by PCI DSS or GLBA, or other sensitive information to Ambient. In the event that Partner discloses such information (which would be a violation of this Agreement), you, on behalf of your organization, acknowledge that Ambient does not take steps to ensure its products are HIPAA or PCI compliant. All obligations of the aforementioned regulations remain solely with the Partner.

Notwithstanding the licenses granted herein, to the extent that Partner’s Content includes any suggestions, ideas, enhancement requests, feedback, recommendations or other information related to Ambient’s products or services (“Feedback”), Partner hereby assigns all intellectual property rights in such Content to Ambient, without compensation to you or any third party. In addition, Partner agrees that Ambient may use, copy, modify, reproduce, translate and publish such Feedback for any purpose and in any way, including implementation in its products or services. If you do not wish to grant Ambient the rights set forth in this Agreement, do not post any Feedback or other such Content on the Portal or otherwise access the Portal. Partner shall not, directly or indirectly:

(i) alter or remove or permit a third party to alter or remove any Portal Content not Uploaded by Partner;

(ii) use, remove or alter any Ambient trademarks, service marks, logos, trade names, copyrights or other proprietary notices without Ambient’s express written permission;

(iii) distribute copies of Portal Content not Uploaded by Partner in any manner not explicitly permitted by this Agreement,

(iv) Upload any infringing, offensive, fraudulent, harmful or illegal Content (including, but not limited to, viruses, disabling devices, trojan horses, or any code, files or programs that may modify, damage, interrupt, or compromise the functionality or security of Ambient’s systems or the Portal itself); or

(v) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Ambient software, service, product or documentation (including, but not limited to, this Portal), or create or attempt to create a substitute or similar service or product through the use of or access to the Portal or any information, data or materials related thereto. There may be links on the Portal, or from communications Partner receives within the Portal, to third party services, websites or applications. Ambient does not control, maintain or necessarily endorse any such third party services, websites or applications. Partner expressly acknowledges and agrees that Ambient is not responsible or liable for any such third party services. Partner’s correspondence and business dealings with third-parties found through the Portal are solely between Partner and the third party.

Opportunity Registration

In order to register an opportunity, the opportunity must be a new Partner-originated opportunity for Ambient that was obtained through the direct assistance of Partner. The opportunity registration is contingent upon registration of the opportunity through the Portal and written or electronic acceptance of the opportunity by Ambient. The Partner is required to accept (in writing or through the electronic acceptance through the Portal):

(i) Ambient’s Partner Program Requirements & Guidelines;

(ii) a valid Reseller Agreement, MSP Agreement, Distribution Agreement, Referral Agreement or such other agreement for the resale or promotion of Ambient’s products and services between Ambient and Partner or between Partner and an authorized Distributor of Ambient (“Partner Agreement”);

(iii) Partner Code of Conduct;

(iv) Trade Compliance Certification; and

(v) any other such agreements or terms, including any terms required to be accepted when accessing the online Portal. The terms and conditions related to any successfully registered and closed opportunity will be governed solely by such separate Partner Agreement. Ambient makes no promises, guarantees, representations or warranties that an opportunity registered by Partner will result in any services, payment or other benefits to Partner or Partner’s prospective customers.

Data Protection

Partner hereby represents and warrants that it has, and that is shall, comply with all applicable data protection laws in connection with this Portal and any data it provides by way of this Portal, or otherwise, to Ambient. Partner shall ensure all necessary safeguards and agreements are in place in order to ensure the proper handling of any data, subject to applicable data protection laws. The Partner will notify Ambient of any obligations Ambient may have under applicable data protection laws prior to transferring or storing any such data in or in conjunction with Ambient’s products, services or this Portal. Partner agrees to indemnify, defend and hold Ambient harmless for any such violation of this Section.

Anti-Bribery and Corruption

The Partner shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents (collectively, “Representatives”) to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any government official or private party, in each case, in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act (“UKBA”), the Canadian Corruption of Foreign Public Officials Act (“CCFPA”), or any other applicable anti-bribery or anti-corruption law applicable in the jurisdictions where Ambient, the Partner, or its Representatives conduct business (collectively “Anti-Bribery Laws”). The Partner shall cause each of its subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Partner, its subsidiaries or Affiliates or any of its or their respective Representatives in violation of any Anti-Bribery Laws. The Partner shall also cause each of its Affiliates and subsidiaries to, maintain systems or internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with such Anti-Bribery Laws.

International Trade Compliance

Partner acknowledges that the product, services, technology, and any associated technical data received from Ambient in accordance with the terms hereunder are subject to economic sanctions, export controls, and other restrictive trade measures enforced by the United States and other applicable jurisdictions. In the performance of its obligations hereunder, Partner shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any such laws, regulations or orders, including, without limitation, (1) the Export Administration Act of 1979, as amended (50 U.S.C. app. 2401-2420) and the Export Administration Regulations, 15 C.F.R. §§ 730-774 (“EAR”); (2) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (2) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), 31 C.F.R. Part 500 et seq., and the U.S. Department of State; and (iv) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. Additionally, Partner shall not, and shall cause its representatives (if any) not to (a) export, re-export, divert or transfer Ambient product, services or any direct product thereof to any destination, company or person restricted or prohibited by the ITAR, EAR, or other applicable export controls, or (b) disclose any data derived from Ambient product, services or any direct product thereof to any national of any country when such disclosure is restricted or prohibited by the ITAR, EAR, or other applicable export controls. Additionally, Partner agrees that none of the product, services, technology, or associated technical data, or any direct product thereof is or will be shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, to any entity or individual subject to U.S. and other applicable economic sanctions or export controls, or for use in nuclear activities, chemical/biological weapons, or missile projects unless explicitly authorized in writing by the U.S. Government. Partner agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Certain product with encryption functions may be subject to additional restrictions, including restrictions on distribution to government end-users outside the EU license free zone. Additionally, Partner is solely responsible for compliance with any import or use restrictions in Partner’s countries of operation. This provision shall survive the expiration or termination of this Agreement.

Confidentiality

The term “Confidential Information” means any information disclosed on the Portal, or otherwise, from Ambient to Partner in any form, either directly or indirectly, in writing, orally or by inspection of tangible objects, that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Partner and Ambient both understand that Ambient has or may disclose Confidential Information in connection with this Agreement, but that Partner shall receive no rights in, or licenses to such Confidential Information. Confidential Information includes, without limitation, algorithms, business plans, customer data, customer lists, customer names, design documents, drawings, engineering information, financial analysis and information, pricing, margins, forecasts, formulas, hardware configuration information, know how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets.

Partner agrees to:

(i) keep all Confidential Information, data or materials strictly confidential and not use or disclose any Confidential Information, data or materials to any third party, other than as explicitly permitted in this Agreement;

(ii) ensure that any third party to whom Partner discloses Confidential Information in accordance with this Agreement keeps such information strictly confidential and does not disclose or use any Confidential Information except as permitted herein;

(iii) keep Partner’s username(s) and password(s) that relate to the Portal strictly confidential; and

(iv) not permit or allow any third party to use or access the Portal. All Confidential Information contained in the Portal shall be used for the sole purpose of conducting business with Ambient.  

Confidential Information shall not, however, include any information that:

(i) was publicly known and made generally available in the public domain prior to the time of disclosure by Ambient;

(ii) becomes publicly known and made generally available after disclosure by the Ambient to the Partner through no action or inaction of the Partner and without breach of this Agreement;

(iii) is already in the possession of the Partner at the time of disclosure by the Ambient as shown by the Partner’s files and records immediately prior to the time of disclosure;

(iv) is obtained by the Partner from a third party lawfully in possession of such information and without a breach of such third party’s obligations of confidentiality; or

(v) is independently developed by the Partner without use of or reference to the Ambient’s Confidential Information, as shown by documents and other competent evidence in the Partner’s possession.

At any time upon Ambient’s request, and promptly upon any termination of this Agreement, Partner will return to Ambient, or provide written certification of the destruction of, all Confidential Information, including all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof.

User Credentials

You are required to keep user credentials (e.g. usernames and passwords) confidential and not disclose any such credentials to any third party. In addition, You shall notify Ambient immediately upon discovery of the disclosure of any such credentials and upon any termination of the engagement of any employees or agents of Partner with Portal credentials or knowledge of any such credentials, so that such credentials can be changed by Ambient.

Restrictions

Access and use of the Portal or of Ambient’s products, services, documentation and related materials are solely authorized for the internal business purposes of the organization in which you are a representative of. Use of the Portal or of Ambient’s products, services, documentation and related materials for analytical or research purposes to be used or disclosed outside of your organization is strictly prohibited. Sharing screenshots, downloads, or other forms of copying, duplicating or replicating the products, services, documentation and other related materials publicly, or otherwise outside of your organization, is strictly prohibited, unless otherwise specified herein or as authorized in writing by Ambient. You are not permitted to access or use the Portal or any of Ambient’s products, services, documentation or other related materials if you are a competitor of Ambient. Additionally, you are not authorized to provide, or otherwise send to or communicate, to a competitor of Ambient any information gained by your access and use of the Portal or of Ambient’s products, services, documentation and related materials.

Partner may not:

(i) reverse engineer, disassemble, decompile or otherwise attempt to reveal the trade secrets or know how underlying Ambient’s products and services;

(ii) use Ambient’s intellectual property and Confidential Information to develop a product that is similar to the Products;

(iii) use any Ambient Confidential Information to contest the validity of any Ambient intellectual property;

(iv) remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed on or made available through the Products; or

(v) use the Products in any manner or for any purpose inconsistent with the terms of this Agreement or the documentation or other guidelines contained on the Portal.

Indemification

To the extent permitted by law, Partner agrees to defend, indemnify and hold Ambient harmless, at Ambient’s direction and request, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following:

(i) Partner’s access to or use of the Portal, including any Content Uploaded by Partner via the Portal;

(ii) Partner’s breach or alleged breach of this Agreement;

(iii) Partner’s violation of any third party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights;

(iv) Partner’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or

(v) any misrepresentations made by Partner. Partner will cooperate as requested by Ambient in the defense of any claim. Ambient reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Partner, and Partner will not under any circumstances settle any claim without the prior written consent of Ambient.

No Warranty

THE PORTAL AND AMBIENT CONTENT, AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. AMBIENT HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, AMBIENT AND ITS SUPPLIERS DO NOT WARRANT THAT THE PORTAL OR AMBIENT CONTENT WILL OPERATE WITHOUT ERRORS OR ARE FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND AMBIENT SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.

Prohibited Representations

Partner will not make any representations, warranties, conditions, promises or claims about Ambient’s products or services to prospects, customers, users, or any other third party except as expressly authorized in a signed writing by an authorized representative of Ambient. All warranties provided by Ambient in this Agreement or by way of the Portal, as applicable, are for the exclusive benefit of Partner and are non-transferable.

Reservation

Notwithstanding any other provision of this Agreement, nothing in this Agreement in any way limits, impairs or restricts Ambient’s right and ability, and Ambient reserves the right and ability from time to time in its absolute discretion, to directly or indirectly market, distribute, demonstrate, sell, resell, license, maintain and support and otherwise commercially exploit its products or services, or any other software-based products or services, on a worldwide or territorial basis, including in the defined Partner Territory and through other channels, resellers, referral sources and distributors. Nothing in this Agreement in any way limits, impairs or restricts Ambient’s right and ability to contact or work with users, customers, prospects, registered opportunities or other such third parties whether directly or through third parties.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL AMBIENT OR ITS SUPPLIERS BE LIABLE TO PARTNER (OR ANY PERSON CLAIMING UNDER OR THROUGH PARTNER) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, THE DELAY OR INABILITY TO USE THE PORTAL OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF AMBIENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF AMBIENT AND ITS SUPPLIERS TO PARTNER FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Severability and Entire Agreement

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in writing, signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind Ambient in any respect whatsoever.

Governing Law; Jurisdiction; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to choice of law principles. Notwithstanding the foregoing, Ambient shall have the right to seek injunctive or prejudgment relief in any court of competent jurisdiction to prevent or enjoin the misappropriation, misuse, infringement or unauthorized disclosure of Ambient’s Confidential Information or intellectual property rights. No Federal Acquisition Regulations shall be construed to apply to Ambient without Ambient’s written agreement thereto. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way related to this Agreement.

Please contact channelsales@ambient.ai with any questions you have about this Agreement