Association Member Benefits AdvisorsTerms of Use


Last updated: September 1, 2020


Welcome to AMBA. AMBA provides benefits such as medical, dental and life insurance and otherproducts and services (the “AMBA Products”) to members (the “Members”) of retiree associations thatare clients of AMBA. The various other related features, functions, software, applications, websites andnetworks (together with the Sites, the AMBA Products and the AMBA Content, collectively, the “AMBAServices”) are provided and operated, and are being made available to you, the other members and theother users of any of the AMBA Services (collectively, “Users”) by the Association Member BenefitsAdvisors, LLC (“AMBA” or “us” or “we”). All defined terms used herein shall have the meaningsprescribed to these terms in these Terms of Use.


IMPORTANT! THESE TERMS OF USE (“TERMS”) GOVERN YOUR USE OF THE SITES AND THEOTHER AMBA SERVICES. BY PURCHASING ANY AMBA PRODUCT, USING OR ACCESSING THESITES OR ANY OF THE OTHER AMBA SERVICES, OR OTHERWISE SIGNIFYING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT (A) YOU AREAUTHORIZED TO ENTER INTO THESE TERMS OF USE, AND ARE DOING SO, (B) YOU CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU SHALL BE BOUND BY THESE TERMS OF USE AND AMBA’S PRIVACY POLICY (THE“PRIVACY POLICY”) AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. IF YOU DO NOTAGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE ANY OF THE AMBA SERVICES.


These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against AMBA to binding and final arbitration. You will only bepermitted to pursue claims against AMBA on an individual basis, not as a plaintiff or classmember in any class or representative action or proceeding; and you will only be permitted toseek relief (including monetary, injunctive, and declaratory relief) on an individual basis.


1. Eligibility.


To access and use the Sites and the other AMBA Services or to purchase any AMBA Products, you mustbe at least 18 years of age. BY CLICKING THE “I AGREE” BUTTON, BY ACCESSING OR USING THE SITES OR ANY OF THE OTHER AMBA SERVICES OR PURCHASING ANY AMBA PRODUCTS, YOUREPRESENT THAT:


YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITES ORANY OF THE OTHER AMBA SERVICES;

YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AMBA;

YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE ANDNATIONAL, RULES AND REGULATIONS; AND

YOU ARE NOT A COMPETITOR OF AMBA AND DO NOT INTEND TO USE AMBA PRODUCTS OR ANY OF THE OTHER AMBA SERVICES FOR REASONS THAT ARE IN COMPETITION WITH AMBA OR OTHERWISE TO REPLICATE SOME OR ALL OF THE OTHER AMBASERVICES FOR ANY REASON.


2.  Privacy.

Your privacy is important to AMBA. Our goal is to make the AMBA Products and the other AMBA Servicesas good, useful and rewarding for you as possible. In order to do that, AMBA may collect and processinformation from you when you purchase any AMBA Products or use any of the other AMBA Services.AMBA will collect certain personally identifiable information from you as set forth in more detail in ourPrivacy Policy. By purchasing any AMBA Products or accessing or using any of the other AMBA Services,you agree that AMBA may collect, use and disclose, as set forth in the Privacy Policy, the information youprovide when you purchase any AMBA Products or use any of the other AMBA Services, and in somecases, information that is provided by or through any of the AMBA Services.Notwithstanding the foregoing, AMBA shall comply with all applicable state and federal laws andregulations including the privacy and confidentiality of patient records including but not limited to (i) TheHealth Insurance Portability and Accountability Act of 1996 (“HIPAA”); (ii) the Privacy and SecurityStandards (45 C.F.R. Parts 160 and 164) and the Standards for Electronic Transactions (45 C.F.R Parts160 and 162) (collectively, the “Standards”) promulgated or as to be promulgated by the Secretary ofHealth and Human Services on and after the applicable effective dates specified in the Standards; and(iii) The Health Information Technology Economic and Clinical Health Act of 2009 (the “HITECH Act”).AMBA shall comply with the Standards regarding the confidentiality and privacy of Protected HealthInformation, as defined in 45 C.F.R. 164.501, and Individually Identifiable Health Information (as definedin 42 U.S.C.§130d(6)) (collectively, “PHI”). AMBA will not disclose to any third party, except whererequired or permitted by law, any medical information regarding any Members, and in such case,disclosures shall be made in accordance with AMBA’s Privacy Policy and other applicable policies and theStandards. All medical information and data concerning specific Members, including but not limited to theidentification of the Members, derived from the purchase of any AMBA Products or the access and use ofany of the other AMBA Services shall be treated and maintained in a confidential manner. 3.The AMBA Products.The purchase of any AMBA Products is governed by separate terms and conditions oragreements (collectively, the “Product Terms”). If the Product Terms conflict with these Terms, theProduct Terms shall prevail.4.Fees4.1Fees. The purchase prices for the AMBA Products are available upon request from AMBA. Subject tothe foregoing, there are no fees to access and use Sites or the other AMBA Services.4.2Changes in Fees.AMBA reserves the right at any time to begin charging for services that it is currently providingfree of charge upon posting on the Sites, any of the other AMBA Services or by notifying you by email.5.Right to Access and Use; Unauthorized Use.5.1Right to Access and Use.AMBA hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right toaccess and use the Sites and the other AMBA Services (but excluding the AMBA Products), to the extentof, and in accordance with, these Terms.5.2Prevention of Unauthorized Use.AMBA reserves the right to exercise whatever lawful means it deems necessary to prevent theunauthorized access or use of Sites or the circumvention of the other AMBA Services, including, but notlimited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP)regarding such unauthorized use.6.Additional Policies.When purchasing any AMBA Products or accessing or using the Sites or any of the other AMBAServices, you may be subject to additional posted policies, guidelines or rules applicable to the AMBA
Products, the Sites and the other AMBA Services which may be posted from time to time (as modifiedfrom time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.7.Respecting other People’s Rights. AMBA respects the rights of others and so should you. You therefore shall not:violate or infringe someone else’s rights of publicity, privacy, copyright, trademark, or otherintellectual property right;post anything that is false, misleading, untruthful or inaccurate or that includes anyone’spersonal information; orimpersonate any person or entity, including any of AMBA’s employees or representatives orany other Member or User.8.Modification of these Terms.AMBA reserves the right, at its sole discretion, to change, modify, add, or remove portions ofthese Terms at any time by posting the amended Terms to the Sites or any of the other AMBA Services. IfAMBA updates these Terms, it will update the “last updated” date at the top of the Terms. Please checkthese Terms, including any Policies, periodically for changes. Your continued purchase of the AMBAProducts or the use of the Sites or any of the other AMBA Services after the posting of changesconstitutes your binding acceptance of such changes. In the event of a change to these Terms thatmaterially modifies your rights or obligations (including applicable fees), AMBA will use commerciallyreasonable efforts to notify you of such change. AMBA may provide notice through a pop-up or bannerwithin any of the AMBA Services, by sending an email to any address you may have used to register foran account, or through other similar mechanisms. Additionally, if the changed Terms materially modifyyour rights or obligations, AMBA may require you to provide consent by accepting the changed Terms. IfAMBA requires your acceptance of the changed Terms, changes are effective only after your acceptance.For all other changes, except as stated elsewhere by AMBA, such amended Terms or fees willautomatically be effective, replacing the previously effective Terms or fees, thirty (30) days after they areinitially posted on any of the AMBA Services.IF AT ANY TIME YOU DO NOT AGREE TO THESETERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL AMBA SERVICES.To the extent that any modifications to the Terms or Policies are not allowed under applicablelaws, the prior most recent version of the Terms or Policies shall continue to apply.9.Content.9.1 AMBA Content. AMBA may post information about the AMBA Products on the Sites and the otherAMBA Services (“AMBA Content”).10.2Content Disclaimer.You understand that when accessing or using the Sites or any of the other AMBA Services, you may haveaccess to AMBA Content or other materials from a variety of sources, and that AMBA is not responsiblefor the accuracy, usefulness, or intellectual property rights of or relating to such AMBA Content. Youfurther understand and acknowledge that you may be exposed to AMBA Content and other materials thatare inaccurate and you agree to waive, and hereby do waive, any legal or equitable rights or remediesyou have or may have against AMBA with respect thereto. AMBA expressly disclaims any and all liabilityin connection with any such AMBA Content except to the extent prohibited by applicable law.10.Prohibited Conduct.BY PURCHASING ANY AMBA PRODUCTS OR ACCESSING OR USING THE SITES OR ANYOF THE OTHER AMBA SERVICES YOU AGREE NOT TO:10.1Decipher, decompile, disassemble, reverse engineer, modify, translate, or otherwiseattempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements
of the AMBA Services, in whole or in part (except to the extent that the laws of your jurisdiction make suchrestrictions unenforceable);10.2Access or use the Sites or any of the other AMBA Services for the benefit of anyone otherthan yourself except in accordance with these Terms, including selling, reselling or distributing, in whole orin part, the AMBA Products as part of a service bureau or outsourcing offering;10.3Provide any services, directly or indirectly, that are similar to, or based on, the AMBAServices; 10.4Copy, disclose, or distribute any data or other information available through the AMBAProducts or any of the other AMBA Services and/or information, in any medium, including withoutlimitation on the Sites, by any automated or non-automated “scraping;”10.5Interfere with, circumvent or disable any security or other technological features ormeasures of any of the AMBA Services or attempt to gain unauthorized access to any of the AMBAServices or its related systems or networks;10.6Use bots or other automated methods to: access any of the other AMBA Services,download any information, send or redirect messages or perform any other activities through any of theAMBA Services;10.7Take any action that AMBA determines, in its sole discretion, imposes or may impose, anunreasonable or disproportionately large load on its infrastructure;10.8Upload invalid data, viruses, worms or other software agents through the Sites or any ofthe other AMBA Services;10.9Collect or derive any personally identifiable information, including names, email addressesfrom the Sites or any of the other AMBA Services except as may be expressly contemplated by theseTerms and the Privacy Policy;10.10Impersonate any person or entity, use a fictitious name, or misrepresent your affiliationwith a person or entity;10.11Use any of the AMBA Services for any unlawful or inappropriate activities, such astransmission of deceptive messages, or harassment; or10.12 Use the AMBA Services for any commercial solicitation purposes.11.Mobile and Data Services.You are responsible for any mobile and data charges that you may incur for accessing and usingthe Sites or any of the other AMBA Services. If you’re unsure what those charges may be, you should askyour service provider before using any of the AMBA Services.12.Termination; Terms of Use Violations.12.1 AMBA.You agree that AMBA in its sole discretion, for any or no reason, and without penalty, mayterminate your access and use of the AMBA Services or any account (if any) that you may have withAMBA and remove and discard all or any part of your account, user profile, at any time. AMBA may also inits sole discretion and at any time prohibit you from accessing and using the AMBA Services, or any partthereof, with or without notice. You agree that any termination of your ability to access or use the AMBAServices or any account you may have or portion thereof may be effected without prior notice, and you
agree that AMBA will not be liable to you or any third party for any such termination. AMBA reserves theright to fully cooperate with any law enforcement authorities or court order requesting or directing AMBAto disclose the identity of anyone that is believed to violate these Terms. Any suspected fraudulent,abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies arein addition to any other remedies that AMBA may have at law or in equity. As provided herein, AMBA doesnot permit copyright infringing activities on the Sites or any of the other AMBA Services, and AMBA shallbe permitted to terminate access to the AMBA Services. BY ACCEPTING THESE TERMS, YOU WAIVEAND SHALL HOLD AMBA HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTIONTAKEN BY AMBA DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANYACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AMBA OR LAWENFORCEMENT AUTHORITIES.12.2 You.Your only remedy with respect to any dissatisfaction with (i) the AMBA Services, (ii) any term ofthese Terms or (iii) any policy or practice of AMBA in providing the AMBA Services, is to terminate youruse of the AMBA Services. You may terminate your use of the AMBA Services at any time (excluding anyAMBA Products that you may have purchased which is subject to the Product Terms).13.Ownership; Feedback. AMBA shall own all right, title and interest in the AMBA Products, the Sites and the other AMBAServices. The visual interfaces, graphics, design, compilation, information, computer code (includingsource code or object code), products, software, services, and all other elements of the Sites and theother AMBA Services provided by AMBA (the “Materials”) are protected by United States copyright, tradedress, patent, and trademark laws, international conventions, and all other relevant intellectual propertyand proprietary rights, and applicable laws. All Materials contained on the Sites or any of the other AMBAServices are the property of AMBA or its subsidiaries or affiliated companies, and/or third-party licensors.All trademarks, service marks, and trade names are proprietary to AMBA or its affiliates and/or third-partylicensors. Except as expressly authorized by AMBA, you agree not to sell, license, distribute, copy,modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, orotherwise make unauthorized use of the Materials. AMBA reserves all rights not expressly granted inthese Terms.You grant to AMBA a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit,translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvementrequests or other recommendations you provide relating to the AMBA Products or any of the other AMBAServices without restriction (“Feedback”). You should not submit any Feedback to us that you do not wishto license to us as stated above. We have no obligation (a) to maintain any Feedback in confidence; (b) topay any compensation for any Feedback; or (c) to respond to any Feedback. You grant us the right to usethe name that you submit in connection with any Feedback.14.Indemnification.You agree to indemnify, save, and hold AMBA its affiliated companies, contractors, employees,agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses,damages, or liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites orany of the other AMBA Services, any violation by you of these Terms, or any breach of therepresentations, warranties, and covenants made by you herein. AMBA reserves the right, at yourexpense, to assume the exclusive defense and control of any matter for which you are required toindemnify AMBA and you agree to cooperate with AMBA’s defense of these claims. AMBA will usereasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.15.No Warranties; Disclaimers.15.1 NO WARRANTIES.EXCEPT AS SPECIFICALLY PROVIDED IN THE APPLICABLE PRODUCT TERMS, TO THEFULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AMBA AND ITS AFFILIATES,CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS,
LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “AMBA PARTIES”) DISCLAIM ALLWARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE AMBA PRODUCTS,THE SITES AND THE OTHER AMBA SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OFDEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AMBAPROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND,WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE AMBA PRODUCTS, THESITES OR THE OTHER AMBA SERVICES, INCLUDING, WILL MEET YOUR REQUIREMENTS ORACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL ORWRITTEN, OBTAINED BY YOU FROM THE AMBA PARTIES, THE AMBA PRODUCTS, THE SITES ORTHE OTHER AMBA SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.15.2 “As Is” and “As AVAILABLE” AND “WITH ALL FAULTS”.EXCEPT AS SPECIFICALLY PROVIDED IN THE PRODUCT TERMS, YOU EXPRESSLYAGREE THAT THE AMBA PRODUCTS, THE SITES OR ANY OF THE OTHER AMBA SERVICES, ANYDATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH ORTHROUGHTHE AMBA PRODUCTS OR ANY OF THE OTHER AMBA SERVICES ARE PROVIDED ONAN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES ORREPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.15.3 Operations and Content of AMBA Services.THE AMBA PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT,FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITES OR ANY OFTHE OTHER AMBA SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREEOF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANYOF THE FOREGOING WILL BE CORRECTED.15.4 Accuracy.EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY AMBA, THE AMBA PARTIES DO NOTWARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THEUSE OF THE AMBA PRODUCTS AND THE OTHER AMBA SERVICES OR ANY THIRD-PARTY SITESIN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.15.5 Harm to Your Computer.YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISEOBTAIN CONTENT, INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGHTHE SITES OR ANY OF THE OTHER AMBA SERVICES OR ANY THIRD-PARTY SITES AT YOUR OWNDISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TOYOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTSFROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.16.LIMITATION OF LIABILITY AND DAMAGES.16.1 Limitation of Liability.UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE AMBA PARTIES BELIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OREXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANYUNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES ORLOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS ORDAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS ORTHAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SITES OR ANY OF THE OTHERAMBA SERVICES OR ANY THIRD-PARTY SITES, EVEN IF AMBA OR A AMBA AUTHORIZEDREPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLELAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. IN SUCH CASES, AMBA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW.16.2 Limitation of Damages.IN NO EVENT WILL THE AMBA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES,LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR ACCESS AND USEOF THE SITES OR ANY OF THE OTHER AMBA SERVICES OR THESE TERMS, OR YOURINTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE,WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $25 AND (B) AN AMOUNT EQUAL TOTHE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THEDATE OF THE CLAIM.16.3 Third-party Sites.THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURREDBY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN AMBA AND RECEIVED THROUGHOR ADVERTISED ON ANY OF THE AMBA SERVICES OR RECEIVED THROUGH ANY THIRD-PARTYSITES.16.4 Basis of the Bargain.YOU ACKNOWLEDGE AND AGREE THAT AMBA HAS OFFERED THE SITES AND THEOTHER AMBA SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCEUPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN,THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREINREFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AMBA, AND THATTHE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORMAN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AMBA. AMBA WOULD NOT BE ABLETO PROVIDE THE SITES OR ANY OF THE OTHER AMBA SERVICES TO YOU ON ANECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.16.5 Limitations by Applicable Law.CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES ORTHE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH AJURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAYNOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OREXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLYTO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDERTHE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.17.Miscellaneous.17.1 Notice.AMBA may provide you with notices, including those regarding changes to these Terms, by email,regular mail or postings on any of the AMBA Services. Notice will be deemed given twenty-four hoursafter the email is sent, unless AMBA is notified that the email address is invalid. Alternatively, AMBA maygive you legal notice by mail to a postal address, if provided by you through any of the AMBA Services. Insuch case, notice will be deemed given three (3) days after the date of mailing. Notices posted on any ofthe AMBA Services are deemed given thirty (30) days following the initial posting.17.2 Waiver.The failure of AMBA to exercise or enforce any right or provision of these Terms will not constitutea waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if inwriting and signed by AMBA.17.3 Dispute Resolution.Except to the extent provided under the applicable Product Terms, if a dispute arises betweenyou and AMBA, the goal is to provide you with a neutral and cost-effective method of resolving the dispute
quickly. Accordingly, you and AMBA agree that any dispute, claim or controversy at law or equity thatarises out of these Terms, the Sites or any of the other AMBA Services (a “Dispute”) will be resolved inaccordance with this Section 17.3 or as AMBA and you otherwise agree in writing. Before resorting tothese dispute methods, AMBA strongly encourages you to first contact AMBA directly to seek a resolution.(a) Choice of Law.These Terms shall be governed in all respects by the laws of the State ofTexas, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY ANDUNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OFACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISEIN CONNECTION WITH THESE TERMS OR ANY OF THE AMBA SERVICES.(b) Arbitration and Class Action Waiver.PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.(i)ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND AMBA(WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITHTHESE TERMS OR ANY OF THE AMBA SERVICES, INCLUDING WITHOUT LIMITATIONYOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATIONUNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION ANDYOU AND AMBA HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALLBE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE AUSTIN, TEXAS. YOURARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BEGOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION AREGENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU ANDAMBA WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAYBRING DISPUTES ONLY ON YOUR OWN BEHALF.Neither you nor AMBA will participate in a class action or class-wide arbitration for anydisputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TOPARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIMYOU MAY HAVE AGAINST AMBA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANYCONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claimsbrought in a private attorney general or representative capacity, or consolidated claims involvinganother person’s account, if AMBA is a party to the proceeding.This dispute resolution provision will be governed by the Federal Arbitration Act and notby any state law concerning arbitration. The arbitration may be conducted in person, through thesubmission of documents, by phone or online. The arbitrator must follow applicable law, and anyaward may be challenged if the arbitrator fails to do so. Judgment on the award rendered by thearbitrator may be entered in any court having competent jurisdiction. Any provision of applicablelaw notwithstanding, the arbitrator will not have authority to award damages, remedies or awardsthat conflict with these Terms.(ii)Judicial Forum for Disputes. In the event that the agreement to arbitrate underSection 17.3(b) is found not to apply to you or your claim, you and AMBA agree that any judicialproceeding (other than small claims actions) must be brought solely and exclusively in, and willbe subject to the service of process and other applicable procedural rules of, the federal or statecourts covering Austin, TX. Both you and AMBA irrevocably consent to venue and personaljurisdiction there. Notwithstanding the foregoing, AMBA may bring a claim for equitable relief inany court with proper jurisdiction.(iii)Survival. This arbitration agreement will survive the termination of your use of theAMBA Products or any of the other AMBA Services or your relationship with AMBA.(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitrationprovisions set forth in this Section 17.3 above by sending written notice of your decision to opt-out to[compliancet@amba.info. The notice must be sent to AMBA within thirty (30) days of your use of any of
the AMBA Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes inaccordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will notbe bound by them.(d)Improperly Filed Claims.All claims you bring against AMBA must be resolved inaccordance with this Section 17.3. All claims filed or brought contrary to this Section 17.3 shall beconsidered improperly filed. Should you file a claim contrary to this Section 17.3, AMBA may recoverattorneys’ fees and costs up to $15,000, provided that AMBA has notified you in writing of the improperlyfiled claim, and you have failed to promptly withdraw the claim.(e) Prevailing Party. In the event that either party institutes any legal suit, action orproceeding against the other party arising out of or relating to these Terms, the Privacy Policy, or any ofthe other AMBA Services, the prevailing party in the suit, action or proceeding shall be entitled to receivein addition to all other damages to which it may be entitled, the costs incurred by such party in conductingthe suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.(f)Limitation on Time to File Claims.ANY CAUSE OF ACTION OR DISPUTE YOU MAYHAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, ANY OF THEAMBA SERVICES OR YOUR RELATIONSHIP WITH AMBA MUST BE COMMENCED WITHIN ONE (1)YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION ORDISPUTE IS PERMANENTLY BARRED.17.4 Severability.If any provision of these Terms (including any Policies) is held to be unlawful, void, or for anyreason unenforceable, then that provision will be limited or eliminated from these Terms to the minimumextent necessary and will not affect the validity and enforceability of any remaining provisions.17.5 Relationship of the Parties.The parties agree that nothing in these Terms shall be construed as creating a joint venture,partnership, franchise, agency, employer/employee, or similar relationship between the parties, or asauthorizing either party to act as the agent of the other. You are and will remain an independent contractorin your relationship to AMBA. Nothing in these Terms shall create any obligation between either party anda third party.17.6 Assignment.These Terms and related Policies, and any rights and licenses granted hereunder, may not betransferred or assigned by you, but may be assigned by AMBA without restriction. Any assignmentattempted to be made in violation of these Terms shall be void.17.7 Survival.Upon termination of these Terms, your use of the Sites, any of the other AMBA Services or yourrelationship with AMBA any provision which, by its nature or express terms should survive, will survivesuch termination or expiration, including, but not limited to, Sections 2 and 9 – 17.17.8 Headings.The heading references herein are for convenience purposes only, do not constitute a part ofthese Terms, and will not be deemed to limit or affect any of the provisions hereof.17.9 Entire Agreement.These Terms, together with the Product Terms, the Privacy Policy and the Policies, are the entireagreement between you and AMBA relating to the subject matter herein and will not be modified exceptby a change to these Terms or Policies made by AMBA as set forth in Section 8 above.17.10 No Agency.No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship isintended or created by these Terms.
17.11Geographic Restrictions.AMBA is based in the state of Texas in the United States. AMBA makes no claims that accessingor using or that any of the AMBA Services or any of the content is accessible or appropriate outside of theUnited States. Accessing or using the Sites or any of the other AMBA Services may not be legal by certainpersons or in certain countries. If you access any of these AMBA Services from outside the United States,you do so on your own initiative and are responsible for compliance with local laws and you agree towaive, and hereby do waive, any legal or equitable rights or remedies you have or may have againstAMBA with respect thereto.17.12Electronic Communications.The communications between you and AMBA use electronic means, whether you visit the Sites orthe other AMBA Services or send AMBA e-mails, or whether AMBA posts notices on the Sites or the otherAMBA Services or communicates with you via e-mail. For contractual purposes, you (a) consent toreceive communications from AMBA in an electronic form; and (b) agree that all terms, conditions,agreements, notices, disclosures, and other communications that AMBA provides to you electronicallysatisfy any legal requirement that such communications would satisfy if they were in writing. Theforegoing does not affect your statutory rights.17.13 Disclosures.The AMBA Products, the Sites and the other AMBA Services are offered by Association MemberBenefits Advisors, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730. If you are a California resident, you may have this same information emailed to you by sending a letter to Association Member Benefits Advisors, LLC, 6034 W. Courtyard Drive, Suite 300, Austin, TX 78730 with your email address and a request for this information.California users are also entitled to the following specific consumer rights notice: The ComplaintAssistance Unit of the Division of Consumer Services of the California Department of Consumer Affairsmay be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916)445-1254 or (800) 952-5210.© 2020 Association Member Benefits Advisors, LLC