Ambidio COVID-19 Supporting Program Terms and Condition

AMBIDIO COVID-19 SUPPORTING PROGRAM TERMS AND CONDITIONS

Last Updated: April 1, 2020

Ambidio Looking Glass (the "Tool"), is provided by Ambidio, Inc. and its affiliates ("Ambidio," "we," "our," or "us") to the person accessing the Tool or the entity controls the resulting audio track created through use of the Tool ("you," or “your").

1. You Agree to These Terms by Using the Tool

Your access to, and use of, the Tool is subject to the following COVID-19 Supporting Program Terms and Conditions (“Terms and Conditions”) and all applicable laws and regulations. By accessing and using the Tool, you accept, without limitation or qualification, these Terms and Conditions. Ambidio may, at any time and without notice, modify these Terms and Conditions. If we modify these Terms and Conditions, we will post the revised Terms and Conditions on our website at ambidio.co, and will email you accordingly. Your continued use of the Tool constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms and Conditions. You may not modify these Terms and Conditions except in a writing signed by Ambidio. If you do not agree and accept, without limitation or qualification, these Terms and Conditions, you must stop installing or using the Tool immediately.

2. License

  1. Grant. Subject to the Terms and Conditions, Ambidio grants you a non-exclusive, non-transferable license of Ambidio’s proprietary technologies and Tool to create spatially-enhanced immersive stereophonic audio content (“Ambidio Track”), and shall terminate on May 31, 2020, unless otherwise mutually extended or otherwise terminated earlier. You agree that the Ambidio Track will not be released, distributed, disclosed or commercially exploited in any manner, except as expressly set forth in Section 2(c) below. You will not have the right to grant any sublicense under the above license or permit anyone else to access or use the Tool.
  2. Permitted Use of the Tool. You may use the Tool to create Ambidio Track solely for the purpose of monitoring, and for internal work product reviewing process. You may not use, reproduce or distribute the Tools or Ambidio Track for any other purpose, except as expressly set forth in Section 2(c) below.
  3. Permitted Release of the Ambidio Track. You may release, distribute, disclose or commercially exploited Ambidio Track as your end product provided that such titles are provided to Ambidio (“List of Titles”) and obtain Ambidio’s acknowledgement (not to be unreasonably withheld) prior to the first use or distribution of the Ambidio Track as part of the content. As used above, a “title” refers to a specifically identified segment of content that (i) follows a predefined script where the scripted elements of the content cannot be redefined by the end user, and (ii) is advertised and marketed by the provider of such content under a single name.
  4. Limitations. You shall not (and shall not permit or assist anyone else to): (i) use or otherwise exploit the Tool for any purpose other than production of the Ambidio Track in accordance with this Terms and Conditions, or (ii) redistribute, rent, lease, sell, alter, modify, or create any derivative works of the Tool, Ambidio Track or Confidential Information or any embodiment thereof or use any of the foregoing on behalf of any third party or for any content other than the specified List of Titles provided to Ambidio.
  5. No Other Rights. The license granted to you is expressly set forth above. No other rights or licenses are granted by Ambidio, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by Ambidio. Ambidio shall retain all right, title, and interest to the Ambidio technology, including any modifications thereto and all patents, copyrights, trademarks and other intellectual property rights embodied therein.

3. Notice; Electronic Communications

When you visit our website, ambidio.co, or receive e-mails from Ambidio, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. Privacy

Ambidio collect information you provide to us when registering the COVID-19 Supporting Program, including your name, email address, employment information, iLok account, and other information you choose to provide us. Please check our Privacy Policy for how we treat the information you provided. You hereby agree to such Privacy Policy. Any personal data (for example, your name or e-mail address) that you provided when registering, through e-mail or otherwise will be used by Ambidio in accordance with the Privacy Policy.

5. No Implied Obligations; Disclaimers

  1. You is solely responsible for the content and production of the Ambidio Track and all costs and expenses associated therewith. Ambidio does not have any obligation to provide any services to you in connection with this COVID-19 Supporting Program. If you desire to obtain any services from Ambidio, the services and fees to be paid to Ambidio must be mutually agreed in a separate written agreement.
  2. Nothing in this COVID-19 Supporting Program shall be construed as: (i) requiring Ambidio to file or prosecute any patent application or to maintain any patent in force or to bring or prosecute actions or suits against any third party for infringement; (ii) providing any representation or warranty as to the validity, enforceability, value, or scope of any patent or patent application; (iii) requiring Ambidio to provide any technical or support information or any other materials, information or assistance to Licensee; or (iv) granting any right or license under any intellectual property rights of Ambidio other than the limited right to use the Tool set forth in Section 2.
  3. THE TOOL, AMBIDIO TECHNOLOGY, LICENSED PATENTS, CONFIDENTIAL INFORMATION AND ANY OTHER INFORMATION OR ASSISTANCE PROVIDED BY AMBIDIO IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND AMBIDIO SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  4. EXCEPT FOR LICENSEE’S BREACH OF SECTION 2, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS COVID-19 SUPPORTING PROGRAM REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Trademarks

Ambidio trademarks may not be used without our written consent on any product or service, except our own.

7. Copyright

Copyright © 2020, Ambidio, Inc. ALL RIGHTS RESERVED.

All content in the package material, such as text, graphics, logos, images, and software, is the property of Ambidio or its content suppliers and protected by United States and international copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from Ambidio.

8. Export Control

Software and other materials downloaded or otherwise made available from Ambidio may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from Ambidio may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders.

Ambidio does not authorize the downloading or exportation of any software or technical data from Ambidio to any jurisdiction prohibited by the United States Export Control Laws.

9. Law and Jurisdiction

These Terms and Conditions and your use of the Tool are governed by the laws of the State of California, without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Tool or these Terms and Conditions will be brought solely in the federal courts located in the Central District of California or the state courts located in Los Angeles County, California, as appropriate and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Notwithstanding the foregoing, we will at all times have the right to commence proceedings in any other court of our choice with the appropriate jurisdiction for interim injunctive relief.

10. Assignment

Ambidio may assign its rights and duties under these Terms and Conditions to any party at any time without notice to you. You shall not assign or otherwise transfer the Terms of Use or any right granted hereunder. Any assignment in violation of this section will be null and void.

11. Questions and Feedback

We welcome your questions, comments, and concerns about the COVID-19 Supporting Program. Please send us any and all feedback pertaining to the COVID-19 Supporting Program to info_at_ambidio.co. If you choose to submit questions, comments, ideas, feedback or the like, you agree that we are free to use them for any purpose without any restriction or compensation to you. Our use of such information may include but is not limited to developing, manufacturing and marketing products. By accepting your submission, Ambidio does not give up any rights to use similar or related feedback, ideas, concepts, know-how, techniques or other information previously known to us, or developed by our employees, or obtained from sources other than you.

12. General

  1. Any express waiver or failure to exercise promptly any right under the Terms and Conditions will not create a continuing waiver or any expectation of non-enforcement. If any provision of these Terms of Use is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms of use will remain in full force and effect.
  2. Ambidio reserves the right at all times to disclose any information as Ambidio deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Ambidio's sole discretion.
  3. You agree that Ambidio may provide notice to you via email, regular mail, or posting notices or links to notices on our website, ambidio.co.
  4. A printed version of these Terms and Conditions and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.