BancoLibre Terms and Conditions

These BancoLibre General Terms and Conditions (these “Terms”) is an agreement between Amboss Technologies, Inc. (“Amboss”, “we”, or “us”) and the Person entering into these Terms (“Customer”, “You”, or “Your”). BancoLibre is a digital wallet and messaging service that Amboss provides to You. These Terms govern Your access to and use of the BancoLibre websites, including those currently located at https://bancolibre.com/ (opens in a new tab) and any successor sites (the “BancoLibre Sites”) and the content, products, APIs, services and features that Amboss makes available to You as well as other services that Amboss may offer from time to time and that link to these Terms (collectively, the “BancoLibre Services”). Please see Section 12 for definitions of certain additional capitalized terms used in these Terms.

THESE TERMS TAKE EFFECT WHEN YOU CLICK AN “I ACCEPT” BUTTON OR CHECK BOX PRESENTED WITH THESE TERMS OR, IF EARLIER, WHEN YOU USE ANY OF THE BANCOLIBRE SERVICES (THE “EFFECTIVE DATE”).

Dispute Resolution. PLEASE BE AWARE THAT SECTION 9 (DISPUTE RESOLUTION; ARBITRATION) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS. AMONG OTHER THINGS, SECTION 9 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9 CAREFULLY.

You can contact Amboss at [email protected] for general questions on these Terms or the BancoLibre Services, to provide Feedback or request technical support for the BancoLibre Services.

Please read these Terms carefully and make sure You understand them before using the BancoLibre Services. By using the BancoLibre Services, You acknowledge and accept these Terms. If You do not understand these Terms or do not agree to any part of them, please do not use the BancoLibre Services.

1. SCOPE OF AGREEMENT

   1.1. General. You may access and use the BancoLibre Services in accordance with these Terms. Amboss may elect, in its sole discretion, to provide the BancoLibre Services to You directly or through its affiliates or subcontractors, including Amboss Technologies, GmbH.

   1.2. Other Terms and Policies. Other Amboss services may be governed by separate terms and conditions. You may be required to accept additional terms and Policies to use such services. In the event of a conflict between these Terms and the Policies, these Terms shall prevail.

   1.3. Changes to the BancoLibre Services. Amboss may, at its sole discretion, change, discontinue, or limit access to all or part of the BancoLibre Services for any reason at any time without liability to You. If Amboss discontinues all or part of the BancoLibre Services, where possible, Amboss will give You at least 30 days prior notice via in-product messaging, adding a notice on the BancoLibre Sites, email, and/or other means that Amboss may designate from time to time.

   1.4. Changes to these Terms. Amboss may amend or modify these Terms at any time by posting the revised agreement on the BancoLibre Sites and/or providing a copy to You. The revised Terms will be effective at the time they are posted but changes will not apply retroactively. Your continued use of the BancoLibre Services after the posting of the revised Terms constitutes Your acceptance of the revised Terms. If You do not consent to any such modification, Your sole and exclusive remedy is to terminate use of the BancoLibre Services and close Your Account.

   1.5. Third Party Services. Links from the BancoLibre Services to third-party websites, content, or services are provided for Your convenience only. Amboss has no obligation to monitor, control, or restrict the use of third-party websites or services accessible via links or APIs available as part of the BancoLibre Services (“Third-Party Services”). In particular, we may enable You to access and use certain Third-Party Services that provide You with the ability to utilize the BancoLibre Services such as onboarding and offboarding (“Third-Party Services”), which are made available by third-party services providers (“Third-Party Providers”). In order to access and use such Third-Party Services via the BancoLibre Services, You may be required to agree to additional terms and conditions with the provider of such Third-Party Services. If You choose to access or use Third-Party Services through our Services, You understand that we may be required to share information about You and Your Account with the Third-Party Providers in order to provide You the BancoLibre Services as described in the BancoLibre Privacy Policy. Third-Party Services are not under Amboss’ control, and You acknowledge that (whether or not such Third-Party Services are affiliated in any way with Amboss), Amboss is not responsible for the accuracy, compliance, legality, or any other aspect of such Third-Party Services. The inclusion of such a link or ability to integrate with a Third-Party Service does not imply endorsement of any Third-Party Service by Amboss or any association with its operators. If You decide to use any Third-Party Service, You do so entirely at Your own risk and subject to the terms and conditions of use for such Third-Party Service. You acknowledge and agree that when You request assistance from Amboss or our personnel regarding Third-Party Services, Amboss can only provide assistance with respect to the technological functionality made available through the BancoLibre Services. You acknowledge and agree that nothing related to our provision of BancoLibre Services to You is investment advice, tax advice, legal advice, or an opinion as to the suitability of any transaction using Your digital wallet or otherwise, regardless of whether we provide You with any assistance related to Your use of a Third-Party Service.

   1.6. Open Source Licenses. Some components of the BancoLibre Services may include open source software licensed by third parties. If You use any such open source software as part of the BancoLibre Services, You acknowledge and agree that the terms of the respective open source software license(s) will apply to Your use of those components, and will govern in the event of any conflict with these Terms. Any Person may run the BancoLibre Services on websites (other than the BancoLibre Sites) using the open source code for the BancoLibre Services. Amboss and its affiliates are not liable in any way for these other sites and such sites will be considered Third-Party Services under these Terms.

   1.7. Beta Service. Amboss may make the BancoLibre Services available as a Beta Service. You may choose to try such Beta Service or not at Your sole discretion. You are solely liable under these Terms to Amboss and its affiliates for any Damages arising out of Your use of the Beta Service. THESE TERMS WILL GOVERN THE BETA SERVICES EXCEPT THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NEITHER AMBOSS NOR ITS AFFILIATES OR RESELLERS HAVE ANY INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE AMBOSS’, ITS AFFILIATES’ AND ITS RESELLERS’ TOTAL LIABILITY WITH RESPECT TO THE BETA SERVICE(S) WILL NOT EXCEED $100 USD.

2. CUSTOMER RESPONSIBILITIES

   2.1. Eligibility. To be eligible to use the BancoLibre Services, You must be at least 18 years old and have the legal rights in Your country to form a binding contract with Amboss. There are certain features which may or may not be available to You depending on the country to which Your Account is or may be registered, and other criteria determined by Amboss. You must not be subject to any prohibitions set forth by applicable sanctions regimes, including those promulgated by the Office of Foreign Assets Control. Further, certain additional eligibility requirements may apply to Your use of the BancoLibre Services, and we retain the right to refuse to provide the BancoLibre Services to You for any or no reason.

   2.2. User Accounts. You may need to create (or request Amboss to create) an Amboss account(s) for You to use the BancoLibre Services (“Account”). You will (a) provide accurate account information as requested by us and promptly update this information if it changes, (b) protect and keep each Account confidential, and (c) maintain the security of Your Account and immediately notify us if You discover or suspect that someone has accessed Your Account without Your permission. Your Account is provided exclusively for Your own use, and You are fully responsible for all activity that occurs under Your Account. We reserve the right, in our sole discretion, to refuse to open an Account, to limit the number of Accounts that You may hold, or suspend or terminate Your ability to use certain of the BancoLibre Services through Your Account. We reserve the right to reclaim MIBAN Codes, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those MIBAN Codes.

   2.3. Credentials. You are solely responsible for the retention and security of Your Account credentials, including Your password, private key, seed phrase, and MIBAN Code (individually and collectively, “Credentials”). You may not share the Credentials to Your Account with anyone. Your Credentials are the only way to access Your Account. Anyone with access to Your Credentials may have access to Your Account, including Your digital assets and/or messages. If You lose Your Credentials, You will not be able to access Your Account. You are solely responsible for keeping backups of Your Credentials to prevent loss of Your digital assets and data. **YOU ACKNOWLEDGE THAT AMBOSS DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE PRIVACY OR SECURITY OF YOUR CREDENTIALS AND CANNOT PREVENT OTHERS FROM ACCESSING YOUR ACCOUNT IF THEY HAVE YOUR CREDENTIALS. YOU AGREE THAT AMBOSS AND ITS AFFILIATES ARE NOT LIABLE FOR, AND YOU AGREE TO HOLD AMBOSS AND ITS AFFILIATES HARMLESS FOR, ANY LOSSES OR DAMAGES ARISING FROM LOSS, DESTRUCTION, OR UNAUTHORIZED DISCLOSURE OF YOUR CREDENTIALS. **

   2.4. Certain Restrictions on Use of the BancoLibre Services.

   a) You will not use the BancoLibre Services in any manner or for any purpose other than as expressly permitted by these Terms. Without limiting the foregoing, You will not attempt to directly or indirectly (i) access or use the BancoLibre Services in a way that is intended to avoid or exceed applicable usage limits or restrictions, (ii) violate these Terms or applicable laws, (iii) unless expressly permitted by Amboss in writing, transfer, resell, lease, share or sublease the BancoLibre Services or any part thereof, (iv) use the BancoLibre Services or any Third-Party Services to store or transmit viruses, corrupted data or other harmful, disruptive or destructive files or content, (v) permit any other Person to access or use the BancoLibre Services in a way that circumvents any contractual, technical or other restrictions; (vi) use the BancoLibre Services for any form of excessive automated bulk activity (for example, spamming); (vii) relay any other form of unsolicited advertising or solicitation through our servers; (viii) engage in, promote or encourage anything illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or instigate or encourage conduct that would be illegal or otherwise inappropriate, such as promoting violent crimes, endangering or exploiting children or others, or coordinating harm or abusive behavior, (ix) publish falsehoods, misrepresentations, or misleading statements, (x) impersonate any Person, including any of our employees or representatives, including through false association with Amboss, or by fraudulently misrepresenting Your identity or intentions, or (xi) use the BancoLibre Services in a way that restricts or inhibits any other Person from using or enjoying the BancoLibre Services, including without limitation message spamming, generating an unreasonable number of wallets or contacts for personal use, or otherwise exposing Amboss or others to any harm or liability of any type.

   2.5. User Content.

   a) The BancoLibre Services may allow You and other users to create, post, store and share messages and other materials (collectively, “User Content”). You and Your User Content must comply with these Terms, including Section 2.4. You are legally responsible for the User Content and must not submit any User Content to Amboss or the BancoLibre Services that You do not have the rights to provide or use. For example, to the extent that User Content constitutes “personal information”, “personal data” or other similar term as defined under applicable laws, You represent and warrant to Amboss that You have received all necessary consents and rights to provide such personal information to Amboss via the BancoLibre Services.

   b) In most cases, the BancoLibre Services automatically encrypt Your User Content so Amboss generally cannot access Your User Content except in encrypted form. For the sole purposes of allowing Amboss to provide You with the BancoLibre Services and comply with applicable laws, You hereby grant to Amboss and its affiliates a royalty-free, fully-paid, non-exclusive license to use, process, copy, modify, create derivative works of and store the User Content. As between You and Amboss, You retain all rights in and to Your User Content, excluding any portion of the BancoLibre Services included in Your User Content.

   2.6. Compliance with Applicable Laws and Trade Compliance. You will comply with all applicable laws in connection with these Terms, including all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to Your use of the BancoLibre Services and the User Content. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties.

   2.7. Availability of Services. The BancoLibre Services can be accessed directly through the BancoLibre Sites. Although Amboss strives to always provide reliable service, Amboss does not guarantee that the BancoLibre Services will be available without interruption. You are solely responsible for maintaining the required network connectivity, equipment, rights, licenses, Credentials, consents and any other necessary resources necessary for You to access and use the BancoLibre Services.

   2.8. Inherent Risks with Digital Asset Protocols. Amboss does not own or control the software that governs the operation of the underlying blockchain protocols and has no responsibility or liability for the operation of the underlying blockchain protocols, including any privacy or other risks related to such software or protocols. You acknowledge that using digital assets and blockchain-related solutions, networks and protocols are inherently risky and it is Your sole obligation to stay informed of and mitigate these risks. As the sole owner of digital assets reflected in Your Account, You shall bear all risk of loss of such digital assets, and in no event will Amboss be holding any digital assets in Your Account. Amboss shall have no liability for digital asset fluctuations or loss associated with Your use of the BancoLibre Services.

3. TERM, TERMINATION, AND SUSPENSION

   3.1. Term. These Terms are effective on the Effective Date and will continue until terminated in accordance with Section 3.2.

   3.2. Termination. A party may terminate these Terms (a) for convenience, upon providing at least sixty days’ prior written notice to the other party, (b) for cause, upon providing at least thirty days’ prior written notice to the other party of a material breach of these Terms if such breach remains uncured at the expiration of such period, (c) immediately without prior written notice if such breach is an incurable breach or if the other party has ceased to operate in the ordinary course, becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or general assignment for the benefit of creditors. Your breach of Sections 2.4, 2.5, 2.6, and 4 will be deemed an incurable breach of these Terms by You.

   3.3. Effect of Termination. Upon termination or expiration of these Terms, You will no longer have any right to use or access the BancoLibre Services and Amboss will have the right to close Your Accounts and delete or destroy all Your User Content within thirty days of the termination or expiration of these Terms, unless legally prohibited. After this thirty day period, Amboss has no obligation to maintain or provide any User Content. The following sections of these Terms survive termination or expiration of these Terms: Section 1.5, 1.6, 1.7, 2.5, 3.3, 4 (other than Section 4.3), 5, 6, 7, 8, 9, 10 and 11.

   3.4. Suspension and Effect of Suspension. Amboss may suspend Your right to access or use a portion or all of the BancoLibre Services immediately and without notice if Amboss determines that (a) Your use of the BancoLibre Services threatens the security, integrity or availability of the BancoLibre Services, (b) Your use of the BancoLibre Services could subject Amboss, its affiliates, or any third party to liability or risk, or (c) You are in breach of these Terms or applicable laws. You will be responsible for fees and charges You incur during any period of suspension. Amboss may elect to restore Your access to the BancoLibre Services if the applicable cause for the initial suspension is fully resolved to Amboss’ reasonable satisfaction.

4. PROPRIETARY RIGHTS AND DATA

   4.1. Consent to Process Your Data For Identity Verification, Due Diligence and Compliance Reasons. When You register for an Account or at any other time deemed necessary by Amboss, You agree to provide Amboss with information that Amboss requests in order to provide You the BancoLibre Services. You further authorize Amboss to request, use and process information associated with Your Account, whether directly or through third parties, for any purposes expressly permitted by the BancoLibre Privacy Policy. This consent is not related to, and does not affect, any rights or obligations Amboss or You have in accordance with any applicable laws relating to data protection. You can withdraw Your consent at any time by closing Your Account. However, Amboss may retain and continue to process Your personal information if Amboss reasonably believes it is necessary in order to comply with applicable laws. You agree to provide us with accurate and up-to-date information and will immediately notify Amboss if the information You previously provided is no longer accurate.

   4.2. Privacy. Our BancoLibre Privacy Policy explains how we treat personal information that Amboss collects from You, including as part of the User Content, or generates during the provision or administration of the BancoLibre Services to You.

   4.3. Limited License to You. Subject to Your compliance with these Terms, You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the BancoLibre Services for Your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, and will terminate the license granted herein and violate our intellectual property rights.

   4.4. Ownership.

   a) The BancoLibre Services are owned by Amboss, our affiliates, or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the BancoLibre Services are reserved by us, our affiliates, or our licensors.

   b) You will not remove or conceal any copyright, trademark or other proprietary notice included in the BancoLibre Services. You will comply with all attribution and branding instructions given by Amboss in connection with the BancoLibre Services. You will not use Amboss’ name, trademark or other service mark without Amboss’ prior written consent.

   c) Recognizing and acknowledging that any violations of the provisions of this Section 4.4 may cause Amboss, its affiliate(s) or other Persons irreparable damage for which other remedies would be inadequate, then, in addition to any other remedies that may be available at law or in equity, Amboss has the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to prevent any such violation.

   4.5. Repeat Infringer Policy; Copyright Complaints. In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the Accounts of users who repeatedly infringe the intellectual property rights of others. If You believe that anything on the BancoLibre Services infringes any copyright that You own or control, You may notify us by emailing [email protected]. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if You knowingly misrepresent that any activity or material on the BancoLibre Services is infringing, You may be liable to Amboss for certain costs and damages.

   4.6. Confidential Information. Each party may be sharing confidential information with the other party, including in connection with evaluation of the BancoLibre Services. Each party will use reasonable care to protect such confidential information and only share confidential information of the other party with those of its and its affiliates’ employees and contractors who have a need to know and who have agreed to protect such confidential information. However, a party may disclose the other party’s confidential information to the extent compelled by law to do so.

   4.7. Suggestions. You may provide questions, comments, suggestions or ideas to Amboss about the BancoLibre Services (“Feedback”). If You provide Feedback, then You hereby grant to Amboss and its affiliates a perpetual, worldwide, royalty-free right and license to use that Feedback without restriction and without obligation to You.

5. INVOICING AND PAYMENT

   5.1. Invoicing and Payment. We or Third-Party Providers may charge You Fees for swapping between currencies supported by the BancoLibre Services. If You are required to directly pay us any Fees, we will disclose this to You in advance and send You an invoice. You will pay us the applicable Fees for use of the BancoLibre Services as described on our invoice. All amounts payable by You under these Terms will be paid to us without setoff or counterclaim, and without any deduction or withholding.

   5.2. Withholdings, Taxes and Surcharges. The stated Fees do not include taxes. Taxes will be itemized on the invoice pursuant to applicable laws. You agree to pay all applicable taxes whether existing on the Effective Date or coming into effect at any later time in the same manner as Fees.

6. INDEMNIFICATION. You will indemnify, defend and hold harmless, Amboss, its affiliates and its licensors, and each of their respective officers, managers, directors, employees, agents, and representatives, from and against any Damages arising out of or relating to any third-party claim (“Claim”) concerning or relating to (i) Your use of the BancoLibre Services; (ii) Your violation of these Terms; and (iii) any User Content.

7. DISCLAIMERS

   7.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE BANCOLIBRE SERVICES IS AT YOUR SOLE RISK AND THAT THE BANCOLIBRE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

   7.2. AMBOSS AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BANCOLIBRE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE BANCOLIBRE SERVICES OR THAT THE BANCOLIBRE SERVICES WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOU OR ANY OTHER PERSON OR ENTITY RESULTING FROM THE USE OF THE BANCOLIBRE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE BANCOLIBRE SERVICES REMAINS WITH YOU.

   7.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBOSS AND ITS AFFILIATES FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR CREDENTIALS OR DIGITAL ASSETS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR RECOVERY PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY DIGITAL ASSET NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF TETHER USD, LIQUID BITCOIN, OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON A DIGITAL ASSET NETWORK.

8. LIMITATION OF LIABILITY

   8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT AMBOSS, ITS AFFILIATES AND ITS LICENSORS WILL NOT BE LIABLE TO YOU, ANY USER, OR ANY OTHER PERSON UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, ANY USER, OR ANY OTHER PERSON, INCLUDING ANY LOSS OF DATA OR DIGITAL ASSETS, WHETHER OR NOT AMBOSS, ITS AFFILIATES, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

   8.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AMBOSS, ITS AFFILIATES AND ITS LICENSORS FOR ANY CLAIMS UNDER THESE TERMS (WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), IS LIMITED TO THE GREATER OF $1000 OR THE AMOUNT YOU ACTUALLY PAID TO AMBOSS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING WHEN THE FIRST CLAIM ARISES. IN ALL CASES, AMBOSS, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

9. DISPUTE RESOLUTION; ARBITRATION.

   9.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property rights, You and Amboss agree (a) to waive Your and Amboss’ respective rights to have any and all Disputes arising from or related to these Terms or the BancoLibre Services resolved in a court, and (b) to waive Your and Amboss’ respective rights to a jury trial. Instead, You and Amboss agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more Persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

   9.2. No Class Arbitrations, Class Actions or Representative Actions. You and Amboss agree that any Dispute arising out of or related to these Terms or the BancoLibre Services is personal to You and Amboss and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

   9.3. Federal Arbitration Act. You and Amboss agree that these Terms affect interstate commerce and that the enforceability of this Section 9 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable laws.

   9.4. Notice; Informal Dispute Resolution. You and Amboss agree that each party will use good faith efforts to notify the other party in writing of any arbitrable or small claims Dispute within thirty days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Amboss shall be sent by certified mail or courier to Amboss Technologies, Inc., Attn: Chief Executive Officer, 1910 21st Ave S, Nashville, TN 37212, United States. If You and Amboss cannot agree how to resolve the Dispute within thirty days after the date notice is received by the applicable party, then either You or Amboss may, as appropriate and in accordance with this Section 9, commence an arbitration proceeding or, to the extent specifically provided for in Section 9.1, file a claim in court.

   9.5. Process. EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, YOU AGREE THAT YOU MUST COMMENCE OR FILE ANY DISPUTE WITHIN ONE YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Amboss agree that (a) any arbitration will occur in Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Delaware and the United States respectively, sitting in Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of Your billing address if the Dispute meets the requirements to be heard in small claims court.

   9.6. Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

   9.7. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, You either (a) acknowledge and agree that You have read and understand the rules of JAMS, or (b) waive Your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

   9.8. Severability. If any term, clause or provision of this Section 9 is held invalid or unenforceable, all other terms, clauses and provisions of this Section 9 will remain valid and enforceable. Further, the waivers set forth in Section 9.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable laws.

   9.9. Opt-Out Right. You have the right to opt out of binding arbitration within thirty days of the date You first accepted the terms of this Section 9 by writing to: Amboss Technologies, Inc., Attn: Chief Executive Officer, 1910 21st Ave S, Nashville, TN 37212, United States. In order to be effective, the opt out notice must include Your full name and clearly indicate Your intent to opt out of binding arbitration. By opting out of binding arbitration, You are agreeing to resolve Disputes in accordance with Section 10.

   9.10. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If You or Amboss need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

10. MISCELLANEOUS

    10.1. Governing Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by federal law. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in Delaware. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

    10.2. Entire Agreement. These Terms sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Terms. Amboss will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms.

    10.3. Language. All communications and notices made or given pursuant to these Terms must be in the English language. If Amboss provides a translation of the English language version of these Terms or any part of it, the English language version will control if there is any conflict.

    10.4. No Waivers. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

    10.5. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

    10.6. Headers. Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

    10.7. No Third-Party Beneficiaries. Amboss’ affiliates are third-party beneficiaries of these Terms and have a right to enforce these Terms against You if they provide BancoLibre Services to You. These Terms do not confer benefits on any third party unless they expressly state that they do.

    10.8. Severability. If any part of these Terms is illegal, invalid or unenforceable, the rest of these Terms will remain in effect.

    10.9. Assignment. You may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without Amboss’ prior written consent in each case (not to be unreasonably withheld). Notwithstanding the foregoing, any assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    10.10. Force Majeure Event. Amboss and its affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from a Force Majeure Event.

    10.11. Notices. Whenever any notice or other communication is given by one party to the other under these Terms (“Notice”), such Notice will be in writing to the address provided by such party for receiving Notices. Notices may be delivered by email (except for Notices of breach or termination of these Terms), registered mail, return receipt requested, express delivery service, courier, fax or delivered in person. Notices properly given in accordance with this Section 10.11 will be effective on the date actually received.

    10.12. E-Sign and Electronic Documents. The parties agree that execution by DocuSign (or other e-signature technology that provides comparable identity verification and security protocols) will be deemed the same as an original “wet ink” signature for all purposes, for effectiveness of these Terms. If applicable laws require original “wet ink” signature in any instance, the parties agree to cooperate to provide such further assurance to supplement any prior e-signature execution. You agree to receive electronically all communications, agreements, documents, notices and disclosures that Amboss provides in connection with Your Account and use of the BancoLibre Services.

11. Definitions

“Beta Service” means any BancoLibre services, features or functionality that Amboss or its affiliates make available to You to try at its sole discretion and that is designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Damages” means any claims, damages, losses, liabilities (whether in contract, tort (including negligence) or otherwise), costs, and expenses (including reasonable attorney’s fees).

“Fees” means the applicable fees and expenses charged by Amboss for the BancoLibre Services or specific features and functionalities thereof.

“Force Majeure Event” means any cause beyond Amboss’ reasonable control, including acts of God, disputes or other Internet disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government (including changes to applicable laws), acts of terrorism, public health crisis (including pandemics), or war.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or any similar organization or entity.

“Policies” means Amboss’ documentation and any other policy or terms referenced or incorporated into these Terms.