amBX TRADEMARK LICENCE ("Licence")

BY CLICKING 'I accept' OR USING ANY amBX TRADEMARKED MATERIALS, YOU AGREE TO THE TERMS OF THIS LICENCE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE YOU SHOULD PRESS THE CANCEL BUTTON. YOU WARRANT YOU ARE DEALING AS A BUSINESS AND NOT AS A CONSUMER.

1. DEFINITIONS.
1. "amBX" or "us" or "we" means amBX Ltd, of Crown House, 2-8 Gloucester Road, Redhill, Surrey, RH1 1FH, UK;
2. "Application" means any software you may create in executable code or source code, containing or created with the use of any portion of the SDK;
3. "Branding Guidelines" means the Branding Guidelines set out in the Trademark Resource Centre;
4. "Distribute" or "Distribution" means the provision of an Application to a third party for charge or otherwise,
5. "email address" means the email address you have registered on the Website;
6. "Resource Centre" means the amBX resource centre to be found at www.ambx.com/guidelines. We may update these from time to time by posting new requirements in the Resource Centre;
7. "Self Certification Requirements" means the self certification requirements set out in the Resource Centre.
8. "Trademark" means any amBX registered trademarks, other branding and identification marks;
9. "Website" means the amBX Website; and
10. "you" means you and the entity you represent.
2. LICENCE
   1. In return for being granted a personal, non-exclusive, limited and non-transferable licence subject to the terms of this Licence to use the amBX trademarks in accordance with the Branding Guidelines, you agree to the terms of this Trademark Licence and confirm that you will use the Trademarks only in accordance with its terms.
   2. All use of the Trademarks must be in accordance with the Branding Guidelines and must only be used on Applications which have passed the Self Certification Requirements.
   3. You must not use the Trademarks in a manner which states or implies that we have endorsed, own or have any other involvement with your products.
3. REPRESENTATIONS. You represent and warrant to us that:
   1. you have the legal capacity to enter into this Licence and will comply with its terms; and
   2. you will use the Trademarks only for lawful purposes and in accordance with this Licence and will not violate any law or regulation or any right of amBX or its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trade mark, or patent.
4. NOTICES. You agree that we can send all notices to the e-mail address, to be effective when received in your mailbox. You may withdraw agreement by terminating use of the Trademarks, SDK and the Distribution of Applications and sending us an email to licensing@ambx.com. You agree that we may use the email address for marketing and other communications. You may withdraw your consent to receive marketing e-mails from us at any time by emailing us. All personal data will be processed in accordance with our Privacy Policy which can be found at www.ambx.com/privacy-policy.
5. TERMINATION. This Licence and your right to use the Trademarks will terminate immediately and without notice and you shall immediately cease to use the Trademarks in any manner whatsoever and shall have no further right to use them if:
   1. You breach its terms; or
   2. you become unable to pay your debts or have a receiver, administrator or liquidator appointed (or whatever may be the equivalent in your country of operation or incorporation)
6. OWNERSHIP. All rights in the Trademarks will remain our property, and you agree not to take any action to jeopardise, limit or interfere in any manner with such rights. If you become aware of any unauthorised third-party use of the Trademarks, you should inform us. We will decide at our discretion whether or not to take any action.
7. LIMITATIONS
   1. WE WARRANT WE ARE ENTITLED TO LICENSE THE TRADEMARKS IN ACCORDANCE WITH THE TERMS OF THIS LICENCE.
   2. ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
   3. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
   4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "amBX GROUP") BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS LICENCE, INCLUDING, BUT NOT LIMITED TO DIRECT OR INDIRECT LOSSES, LOSS OF GOODWILL, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN ANY CASE, THE amBX GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER THIS LICENCE SAVE FOR CLAUSE 7.2 SHALL NOT EXCEED £100 (ONE HUNDRED POUNDS). THE amBX GROUP SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT OR SOFTWARE PROVIDED BY YOU OR A THIRD PARTY WHETHER OR NOT SUCH IS MADE AVAILABLE ON THE WEBSITE.
   5. You agree to indemnify, hold harmless, and defend the amBX Group against any and all costs, damages and reasonable legal fees resulting from any breach by you of this Licence or any claim that your use of the SDK has injured or otherwise violated any right of any third party or violates any law.
8. GENERAL. (a) This Licence is the entire agreement between us. We may amend it from time to time by posting changes on the Website, which will apply to all use from the date of the posting. We will use reasonable efforts to give you notice but do not have to do so. (b) This Licence will be governed by the laws of England and Wales, excluding the conflict of law provisions, and you agree that any claim or dispute shall be heard in the courts of England. (d) This Licence shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) If any part of this Licence is illegal or unenforceable, it shall be modified or removed to the extent necessary to make it enforceable without losing its intent. All other terms shall remain in full force and effect, or we may at our option instead terminate this Agreement. (f) A waiver of any term shall not imply any future waiver of that term. (g) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. (i) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (j) Neither party intends to confer any rights on any third parties under this Licence and the Contracts (Rights of Third parties) Act 1999 shall not apply. (k) If you are a consumer, nothing in this Licence shall limit any statutory rights granted you may have. (l) The headings are for reference only and are not part of the Licence. (m) All clauses that need to survive the expiration or termination of this Licence shall survive, and you agree to continue to be bound by those terms.

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