TERMS AND CONDITIONS AGREEMENT OF YOUR AMBU SERVICE

Welcome to AmBu. These terms and conditions govern our relationship. They replace any prior agreements, whether oral or written, and are the only agreement between you and AmBu.

AmBu is Intentionis, LLC, a California limited liability company. (From here forward, the company will be called “AmBu” or “We.”) You are the client of AmBu, called herein either “You” or the “Client.”

 You can contact us at 7448 Potrero Avenue, El Cerrito, CA 94530, USA or at www.ambulabilis.com (called herein the “Web Site”).

 YOU MUST READ AND AGREE TO THIS TERMS AND CONDITIONS OF USE AGREEMENT (CALLED “AGREEMENT”) PRIOR TO USING ANY AMBU SERVICES. ANY OTHER DOCUMENTATION REGARDING PRICING, AND OTHER DOCUMENTS YOU MAY SIGN WITH AMBU, WILL ALSO BE BINDING AGREEMENTS AND WILL FORM A PART OF THIS AGREEMENT. IN CASE OF ANY CONFLICT BETWEEN THE TEXT OF THOSE OTHER AGREEMENTS AND THIS AGREEMENT, THIS “TERMS AND CONDITIONS OF USE” AGREEMENT WILL GOVERN.

 1.SERVICES. AmBu provides certain emergency alert services and other services through its software which can run on certain hardware platforms. (The “Services.”) The technical aspects of the Services, and software and hardware requirements, are described briefly in Paragraph 36 below and more extensively in the attached “Technical Description.” The use of AmBu’s software application and Services is connected to a subscription plan. There is also the option to use the same software application and Services on a free trial basis, called the “Demo” version in this Agreement. The Terms and Conditions apply to the use of the Services whether through the subscription plan or using the free Demo version, which has a time-limited use period. At present, the Services are offered in English only (audio and text messages). Other languages may be offered, but are not guaranteed. Further, the Services involve the use of sound to give warnings, so hearing impaired persons may not be able to use the Services. Upgrades to AmBu’s software and Services may be offered from time to time and will require an additional payment. Updates to fix bugs and make minor improvements will be offered for free. AmBu will decide which changes constitute “Upgrades” and which constitute “Updates.”

2.EQUIPMENT. AmBu provides the Services through its patented software. You are required to have the proper hardware requirements and connections to communications signals as set out in the Technical Description. If your equipment is lost or stolen, AmBu does not offer services to locate hardware. In such case, you must notify us if you wish to terminate the Services; AmBu will not do so automatically. …. If you change hardware, you might have to re-purchase the software application. This will depend on your application store Third Party Service Provider. Please contact them for details. Also, if you change hardware, your list of contacts will need to be reinstalled and reconfigured. … IMPORTANT NOTE: You are responsible for entering the emergency contact phone numbers with the correct syntax as required by your Third Party Service Provider. For example, if a “1” must be entered, then the area code “415,” then the phone number, you must do it this way or the Services will not function. Also, if you change areas these rules could change. You are responsible to talk to your Third Party Service Provider of your hardware and telecom services to determine how to make this function. AmBu will not be responsible for consequences or damages resulting from the user using his/her equipment incorrectly, including wrong numbers being dialed.

3.PAYMENT. For the optional monthly subscription service, you will place a credit card or debit card on file with AmBu, and AmBu will charge your credit or debit card automatically monthly. Part of your authorization to AmBu under this Agreement includes authorization for AmBu to receive information updates from your credit card or debit card company. All AmBu Services for which payment is due are payable in advance. Prices may change over time. If AmBu agrees to accept pre-payment by check, returned checks will be charged a $25 fee (or as allowed by law). If your credit card or debit card provider refuses a charge, or a check bounces, we can suspend the Services immediately without prior notice. For the free Demo version, there may be a one-time fee charged at the time of download of the software or after a trial period from a third party application store (at present Google); this is determined by those third party stores. For the subscription service, your renewal of monthly payment commitment will be automatic from month to month unless you give us 30 days’ notice that you wish to discontinue the Services.

4.PRICES. Pricing information is available on our web site under “Prices.” That information is included in this Agreement. Prices may be changed from time to time without advanced notice. You may check the Web Site at any time to see prices and changes (www.ambulabilis.com). Information on additional services included in the Services, including services you pay for, can also be found on our web site. Depending on your location, prices may be quoted and charged in dollars or in other world currencies. In addition, you should check the web site of your local virtual application store for pricing on products sold there. These currently include Google, and may include others. AmBu does not control, and is not responsible for, the information on such third-party web sites.

5.START OF SERVICES. To start the Services, you must either (1) pay for the subscription-based Services and agree to be bound by this Terms and Conditions Agreement by clicking “Agree” where indicated, or (2) download and (if required, pay) for the free Demo and agree to the “Terms and Conditions of Use – Summary” which includes the by reference the full Terms and Conditions Agreement.

6.DURATION OF SERVICES. For the optional subscription-based additional Services, the Services will continue, and your credit card or debit card on file will continue to be charged, until you inform us in writing that you wish to cancel the Services. For the Demo (free) version, the Services will end after the trial period. At that point, you may if you wish pay for the subscription and continue the Services.

7.CHANGES TO THIS AGREEMENT. AmBu can change this Agreement, including but not limited to changing the nature of services and pricing matters, by giving you 30 days’ Notice of Change (or longer period if required by law). If any such change materially affects your Services, or results in higher costs, you may cancel this Agreement. If you don’t cancel within 30 days of the date of the Notice of Change, you are thus agreeing to the changes and the changes will become a part of this Agreement. You can obtain an updated version of this Agreement on the Web Site or by calling AmBu. The Notice of Change will be sent via email to your email address on file that you provided to AmBu. It is your responsibility to keep AmBu informed if you change or deactivate an email address.

8.USAGE LIMITS. We may place usage limits or create multi-tiered pricing plans based on useage. You agree that we may charge you based on such usage limits or pricing plans. (See the Web Site for pricing.)

9.LIMITS TO SERVICE AREA. The Services are available in the fifty United States, most of Europe, and some parts of Asia. In all other places, the Services may function, but AmBu does not support the Services in such places, and they are not a part o this Agreement. If the services area expands, AmBu will inform its clients. In the areas where Services are available, there may not be service in remote or enclosed areas. Other factors beyond AmBu’s control that may limit service are (not an exhaustive list): hills, tall buildings, tunnels, weather, being inside a vehicle, or telephone system failures. In addition, you should consult local laws for the area that you are in to determine if local privacy laws or other laws will limit the use of the Services. This is true even in the United States, Europe, and Asia. Service is not guaranteed in any specific area.

10. OTHER LIMITATIONS. AmBu will not be responsible for problems with the Services or any other damages of any kind due to factors beyond its control, including but not limited to: electrical failures, battery failures, your hardware failures or third-party services failures, Internet failures, acts of war or civil disturbance, crimes, government actions, terrorism, labor shortages, labor actions, or strikes.

11. THIRD PARTY SERVICE PROVIDERS.

a.AmBu’s Services depend on the use of the products and services of many different companies and entities. AmBu does not necessarily coordinate or collaborate with such companies and entities, both public and private. “Third-Party Service Provider” will mean any such companies, including but not limited to telephone and cell phone providers, public safety answering systems, emergency responders (such as police, fire and ambulance services), vehicle towing companies, and others.

b.As part of the Services, Anbu connects you with Third-Party Service Providers. We use reasonable efforts to contact appropriate Third-Party Service Providers for help when you ask for it, but we cannot guarantee the manner, type, or timeliness of such help from such Third-Party Service Providers. Local laws may require that the party requesting help confirm the situation or take other additional action. AmBu does not take such further actions. You are responsible to take any such additional actions required by local law. Also, AmBu cannot guarantee that AmBu’s software of Services will function with the products and services of any particular Third Party Service Provider. Further, non-payment of your bill from a Third Party Service Provider, such as a telecommunications provider, may cause that company to discontinue its services and make it impossible for you to access AmBu’s Services. Check with your Third Party Service Provider for details on their products and services.

12. AMBU SOFTWARE. AmBu may change or update its software remotely from time to time without notifying its Clients. Such changes may change or erase stored data. AmBu is not responsible for lost data.

13. INTELLECTUAL PROPERTY AND INFORMATION USE. You agree that AmBu owns its software used in connection with the Services, and you do not have or acquire any rights in it by using it. Further, you agree that AmBu’s patents and patents pending are AmBu’s and that you do not have or acquire any rights in it by using it. You agree that with respect to any information you receive through AmBu and its Services, you will acquire no rights, and will not copy, store, reproduce, distribute, modify, display, publish, perform, transmit, broadcast, or create derivative works from such information, except as may be explicitly allowed under this Agreement.

14. USE OF THE SERVICES. You agree to use the Services only in the case of actual emergencies. You agree that you will not use the Services for any fraudulent, unlawful, or abusive purposes, or in any way that interferes with the Services for other clients. You agree that you will not take actions to abuse or damage AmBu’s business operations, the Services, reputation, employees, facilities, or Third-Party Service Providers. If you take any such actions, you agree to be responsible for any amount that any person claims against AmBu, plus attorney’s fees and costs, resulting from such actions.

15. PAYMENT DISPUTES. If you wish to dispute a charge, you must tell us in writing within 60 days of the charge being incurred (or if applicable law requires a longer period, the longer period), after which you waive the dispute.

16. TAXES AND GOVERNMENT FEES. AmBu may be required to collect and remit to the government certain federal, state, or local taxes or fees or service charges. These taxes, fees, and charges may change from time to time without notice.

17. SERVICE CHARGES. AmBu may charge service fees and service charges, including but not limited to federal, state, and local regulatory fees, administrative charges, gross receipt charges, and costs we incur for complying with governmental programs. We charge such rates and keep the money. These charges can change without advanced notice.

18. YOUR RESPONSIBILITY FOR THE USE OF THE SERVICES. You are responsible if you use the Services. You are also responsible if you allow other persons to use the Services, the hardware on which you receive the Services, or your personal account with AmBu, even if you were not the person actually using the hardware, the Services, or logging into your account, and even if you later claim that such use was not authorized. You are solely responsible for the use of Services through your hardware and for any access to your AmBu account using your personal I.D. number. AmBu has no obligation to inquire about who is authorized to use your hardware or personal identification number for AmBu account access. Therefore, you should carefully control the use of your hardware and access to your personal account. If you allow another person to use the Services under your account, your hardware through which you use the Services, or your AmBu account, you agree that you will indemnify AmBu for any losses that AmBu suffers as a consequence, including but not limited to attorney’s fees and costs.

19. TERMINATION OF SERVICES BY YOU. You can cancel the Services at any time. (See the “Cancel” button on our Web Site, www.ambulabilis.com.) We will prorate any payments you have made and refund the balance.

20. TERMINATION OF SERVICE BY AMBU. AmBu can terminate the Services without cause, by giving you 30 days’ notice. We will prorate unused pre-paid money and refund the difference. Also, AmBu can terminate the Services immediately without prior notice for good cause. “Good cause” includes but is not limited to: breach of this Agreement; non-payment; interference with AmBu’s business; use of the Services for illegal or improper purposes. There is no right to reactivate Services, even if the “good cause” is cured. AmBu can also suspend Services for network maintenance or improvement, or due to network congestion, or if AmBu suspects illegal or improper use. If you are using the Demo version, AmBu can terminate the Services at the end of the Demo period without notice.

21. PRIVACY. See our “Privacy Policy” attached hereto. Because AmBu provides services through wireless networks and Third Party Service Providers, AmBu cannot guarantee that your communications will not be intercepted by others. You agree that AmBu will not be responsible if your privacy is lost due to such causes. Further, AmBu may use your private information in order to be able to suggest to you local services to help with your emergency, such as a tow truck service or mechanic’s garage. AmBu may partner with such third parties. Also, AmBu may use your private data for marketing efforts. You agree that AmBu can do this. AmBu does not store health-related information.

22. YOUR INTERACTIONS WITH OUR PERSONNEL. We may record phone calls to us for quality control purposes. You agree that this is permitted.

23. NO WARRANTIES. AMBU DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, about AmBu Services. AmBu does not warranty or promise Services without interruption or without problems, or error-free data gathering or transmission. ALL DATA IS PROVIDED BY AMBU ON AN “AS IS” BASIS. THERE ARE NO WARRANTIES ABOUT CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, RELABILTIY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTEIS ARE EXCLUDED BY THIS AGREEMENT. AmBu has no control over Third-Party Service Providers, and gives no warranties regarding them.

24. LIMITATIONS OF LIABILITY AND WAIVERS OF RIGHTS AND CLAIMS.

a.You agree that AmBu is not responsible for the actions of Third-Party Service Providers or AmBu’s inability to contact any Third-Party Service Providers.

b.You agree that AmBu is not responsible for injuries to persons or property as a result of using the Services, including but not limited to failures of Third-Party Service Providers to respond or act or not act in any particular way.

c. You agree that the maximum damages that AmBu will have to pay under any theory of liability will be the amount equal to the amount of money you have paid to AmBu up to the date of alleged injury.

d.AmBu agrees that your maximum damages to AmBu under any theory of liability will be the amount equal to the amount of money you owe to AmBu up to the date of alleged injury.

e.You and AmBu specifically agree to waive and give up the right to claim punitive damages, consequential, special, or indirect damages, or attorney’s fees.

f. You agree that AmBu will have not liability of any kind, including but not limited to liability for refunds, for any service interruptions of less than 24 hours. To receive credit for longer interruptions, you must notify us within 60 days of the event in writing.

g.You agree that AmBu will have no liability for dropped calls, communications interruptions, and actions or lack of actions by Third-Party Service Providers.

h.You agree that AmBu is not liable for equipment failure, whether yours or by Third-Party Service Providers, acts of god, natural disasters, or other causes beyond the control of AmBu.

i. If a Third-Party Service Provider is involved in any event (for example, because of roaming), you agree to be limited by any limitation of liability imposed by such Third-Party Service Provider.

j. You agree that AmBu will not be responsible for data errors or omissions.

k.You agree that you have no contractual relationship with our Third-Party Service Providers, and that you are not a “third party beneficiary” of any agreement between AmBu and any Third-Party Service Provider. Unless you have a written agreement with a Third-Party Service Provider, none of our Third-Party Service Providers is liable to you in any way, and you waive such liability.

l. You agree that these limitations of liability will survive the end of this Agreement. These limitations of liability apply to you and anyone using the Services through your hardware or account, and you agree to indemnify AmBu for any claims against AmBu outside of the above limitations of liability.

25. INDEMINTY TO AMBU. You agree that you will be responsible for any amount that any other person claims from AmBu (or our Third-Party Service Providers), plus expenses, resulting from any claim, demand, or action, whatever its nature, alleging loss, costs, expenses, damages, or injuries (including death) arising out of or in connection with the Services or the alleged use, failure to use, or inability to use or function of the Services, except where the claim is based on gross negligence or willful misconduct of the Third-Party Service Provider.

26. CREDIT OR DEBIT CARD LIABILTY. If you have authorized AmBu to charge your credit card or debit card, your agreement to limit liability extends to claims, expenses, liabilities, or damages, arising from use or ownership of the credit or debit card or similar account, or from issuer’s refusal to pay amounts charged to such account.

27.  DISPUTE RESOLUTION. You agree that in case of a dispute, we will try to resolve it by talking. If this does not work, you agree that we will go to binding arbitration, and give up our right to go to court (except small claims court). The Federal Arbitration Act will apply. We will arbitrate before the American Arbitration Association (“AAA”) or the Better Business Bureau, in Contra Costa County, California, for claims of $10,000 or less. For claims over $10,000, the AAA “Wireless Industry Association” rules will apply and the AAA will arbitrate the matter. (See www.adr.org for the AAA, and www.bbb.org for the Better Business Bureau.) There is no judge or jury in arbitration, and review of the decision by a court is limited. An arbitration award is final and binding and can be enforced in any court in any jurisdiction in the United States.  Both parties agree o maintain the arbitration process confidential.

28. WAIVER OF JURY TRIAL. If for any reason the arbitration clause above is found unenforceable, the parties agree to waive a trial by jury.

29. GOVERNING LAW. California law will govern this Agreement, with venue for all action in the courts with jurisdiction over Contra Costa County, California.

30. SEVERABILITY. If any clause or section of this Agreement is found unenforceable, it shall be removed, and the rest of the Agreement shall be read as if the removed portion did not exist.

31. NOTICES. Any notice required by AmBu will be considered given when sent to the email that you put on file with AmBu. Any written notice from you is considered given when you send it via U.S. Mail to the address given at the beginning to AmBu. You are responsible to keep AmBu informed of any changes or cancellations of email addresses. If ambu sends an email message to a cancelled email, and you have not informed AmBu of the cancellation of the email, then you agree that the message is considered delivered.

32. THIRD PARTY BENEFICIARIES. Our Third-Party Service Providers are considered beneficiary of this Agreement. No other party is a beneficiary of this agreement.

33. NO FIDUCIARY RELATIONSHIP. This Agreement does not create a fiduciary relationship between you and AmBu or between you and any Third-Party Service Provider, nor a relationship of principal and agent, partnership, joint venture, or employer-employee.

34. ASSIGNMENT OF AGREEMENT. AmBu can assign this Agreement. You cannot assign this Agreement without AmBu’s prior consent.

35. ENTIRE AGREEMENT. This is the entire agreement between you and AmBu. There is no other agreement, whether oral or written. This agreement supersedes any prior or contemporaneous agreements, whether oral or written. Any changes in the future by AmBu can be seen on the Web Site. The Client cannot change this Agreement except in writing signed by AmBu and the Client.

36. TECHNICAL FEATURES. (Partial description)

a.AmBu uses your smartphone accelerometers to automatically detect human falls or crashes. Should an emergency occur, AmBu will contact (via text SMS and phone calls) a list of personal emergency contacts configured during the setup of the application. Ultimately, if the alert is not cancelled by the users, AmBu will facilitate contacting your country emergency service number or any professional service configured in the application. Note that due to regulation, contacting of numbers such as 911 in the US requires user intervention. The text messages sent to your emergency contacts captures the location and speed associated with the crash/fall event (only on devices equipped with a GPS). AmBu also offers alerts to be manually triggered by the user.

b.AmBu can warn you when a certain speed is exceeded (useful when driving a car). By the click of a button, AmBu can also report your current address (only on devices equipped with a GPS).

PRIVACY POLICY

What information does AmBu collect and disseminate? AmBu’s system and technology allows it to collection information on the location, speed, altitude, and magnitude of an event of acceleration or deceleration (usually, when a person suddenly falls down or a vehicle is in a crash). AmBu collects this information, and your name, and relays it to parties you have designated and then, potentially, to local emergency responders (such as the 9-1-1 system in the United States). AmBu also collects billing information and payment data including your credit or debit card. AmBu also collects data on your designated contact persons, including names and telephone numbers. AmBu does not store health-related information.

How does AmBu use the information it collects? AmBu uses the information to provide the Services. AmBu may also use the information to suggest local emergency services to you, such as a tow truck or mechanic’s garage. Also, AmBu may use your private data for marketing efforts. You agree that AmBu can do this.

Security of your private information: AmBu makes all reasonable efforts to maintain your data secure. However, note that because AmBu provides the Services through wireless networks and Third Party Service Providers, AmBu cannot guarantee that your communications will not be intercepted by others. You agree that AmBu will not be responsible if your privacy is lost due to such causes.

TECHNICAL REQUIREMENTS

AmBu is offered on Google Android Devices (G1 with/without keyboard and subsequent devices with or without GPS ). AmBu does not require a telecommunication data plan to provide its core features, as defined in section 36. Currently, the core and extended features of AmBu do not require AmBu’s optional subscription model described in section 3. AmBu is qualified against Google’s Android OS 1.6, 2.0, 2.0.1 and 2.1 kernels. AmBu is no longer supported on Android 1.5. Note that, due to enforced regulation or carrier policy, AmBu may require manual intervention when falling back calling emergency numbers such as 911 in the US. AmBu graphical user interface and speech synthesis module is available in English, French and Spanish based on the localisation settings of your phone.