Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Ambivia, Inc., a Delaware C-Corporation ("Ambivia," "we," "us," or "our"). By accessing or using the Ambivia platform, including the mobile application, business web portal, and all related services (collectively, the "Platform"), you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

2. Platform Description

Ambivia is a technology platform that provides software tools connecting physical businesses with consumers. Ambivia, Inc. is a technology platform provider — not a business operator, event organizer, or ticketing agent.

• ●Businesses retain full control over their operations, pricing, and customer relationships
• ●Ambivia does not take possession of goods or services sold by businesses
• ●Information displayed about businesses is provided by business operators and is not independently verified by Ambivia
• ●Route suggestions are algorithmically generated and do not constitute navigation advice
• ●Accessibility compliance tools provide software for tracking and reporting — not legal certification

3. User Accounts

3.1 Eligibility

You must be at least 13 years of age to create an account. If you are between 13 and 18 years of age, you represent that your parent or legal guardian has reviewed and agrees to these Terms on your behalf. Certain features (including access to age-restricted businesses) require you to be at least 18 or 21 years of age as applicable. By providing your date of birth during registration, you represent that the information is accurate.

3.2 Account Security

• ●You are responsible for maintaining the security of your account credentials and passkey enrollment
• ●Biometric verification (Face ID, Touch ID, fingerprint) is performed entirely on your device. Ambivia does not collect, store, or receive biometric data — only a device-bound cryptographic key is transmitted to our servers
• ●You must notify us immediately of any unauthorized access to your account at security@ambivia.tech
• ●You are responsible for all activity that occurs under your account
• ●We reserve the right to suspend or terminate accounts that violate these Terms

3.3 Notifications

You may opt in to push notifications for businesses you follow or for booking updates. Notification preferences can be managed at any time in your device settings. We will not send promotional push notifications without your consent.

3.4 Business Accounts

Business operators must complete Know Your Business (KYB) verification during onboarding. By submitting KYB information, you represent that all information provided is accurate, complete, and current.

4. Subscriptions and Billing

Business accounts are offered on a monthly subscription basis. Pricing and feature availability are as disclosed during onboarding. Enterprise plans are governed by individual contract terms.

Pricing shown on the solutions page reflects the base rate for your business type. Your final subscription price may be adjusted based on local market conditions in your area. The exact price is confirmed and disclosed during onboarding before you commit.

• ●Subscriptions automatically renew at the end of each billing period unless cancelled
• ●Non-enterprise subscriptions require 30 days written notice to cancel
• ●Enterprise plans are governed by individual contract terms
• ●We reserve the right to modify pricing with 30 days advance notice
• ●Downgrading may result in loss of access to certain features or data
• ●Promotional offers, coupons, and discounts are subject to the conditions specified at the time of issuance and may be modified or discontinued at any time

5. Payments and Fees

All payments are processed through Stripe Connect. Ambivia, Inc. is not a payment processor. Stripe, Inc. is the Payment Facilitator and Money Services Business responsible for payment processing compliance.

5.1 Transaction Fees

Platform transaction fees (applied to bookings, reservations, and ticket sales) are deducted from business proceeds prior to payout. Fee rates are determined by your subscription tier and are disclosed during onboarding.

5.2 At-Location Services

When you book an at-location service (such as a mobile business appointment), the service address you provide is shared directly with the business operator to fulfill the appointment. You are responsible for ensuring the address is accurate and that you have the right to receive services at that location.

5.3 Payouts

• ●Standard payouts are processed via ACH transfer (T+2 business days)
• ●Instant payouts to debit cards are available as a premium feature
• ●All payouts are in USD via Stripe Connect
• ●Ambivia reserves the right to withhold payouts pending fraud investigation

5.4 Refunds

Refund policies for transactions between businesses and consumers are determined by the business operator. Ambivia is not responsible for refund disputes between businesses and their customers.

6. Acceptable Use

You agree not to:

• ●Use the Platform for any unlawful purpose or in violation of any applicable law
• ●Attempt to reverse engineer, decompile, or disassemble any part of the Platform
• ●Interfere with or disrupt the Platform or servers connected to the Platform
• ●Circumvent any access controls, authentication mechanisms, or security features
• ●Scrape, crawl, or use automated means to access the Platform without written permission
• ●Impersonate any person or entity or misrepresent your affiliation
• ●Submit false, misleading, or inaccurate business information or business data
• ●Use the Platform to harass, abuse, or harm other users
• ●Attempt to access accounts, data, or systems not intended for you
• ●Resell, sublicense, or redistribute Platform access without authorization

7. Intellectual Property

7.1 Ambivia Property

The Platform, including all software, algorithms, machine learning models, user interfaces, designs, trademarks, and documentation, is the exclusive property of Ambivia, Inc. and is protected by United States and international intellectual property laws.

7.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose.

7.3 User Content

You retain ownership of content you submit to the Platform. By submitting content, you grant Ambivia a worldwide, non-exclusive, royalty-free license to use, display, and distribute such content in connection with operating the Platform.

8. Business Disclaimers and Assumption of Risk

AMBIVIA IS A TECHNOLOGY PLATFORM PROVIDER. WE DO NOT OWN, OPERATE, OR CONTROL ANY BUSINESS LISTED ON THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT:

• ●Business information is self-reported by business operators and may be inaccurate or outdated
• ●Ambivia does not inspect, verify, or certify the physical conditions of any business
• ●Attendance at any physical business involves inherent risks including personal injury and property damage
• ●Accessibility compliance reports are based on self-reported data and do not constitute legal certification
• ●Route suggestions are algorithmically generated and users are responsible for their own safety while navigating
• ●Crowd density estimates and acoustic levels are approximations only

8.1 Business Operator Responsibilities

Business operators are solely responsible for the accuracy of their listed information, compliance with local regulations, and the safety and experience of patrons at their physical locations.

8.2 Independent Contractor Relationships

Independent contractors, booth renters, commission-based providers, and other service professionals operating at businesses on the Platform are not employees, agents, or representatives of Ambivia, Inc. Ambivia does not control the manner or means by which they perform services. The relationship between a business operator and their contractors is governed solely by their own agreements. Ambivia's role is limited to facilitating payment splitting as configured by the business operator.

8.3 Service Documentation

Mobile service operators may take before-and-after photographs of work performed at your location as proof of service completion. These images are stored on the Platform and visible to you in your booking history. If you do not wish photographs to be taken, inform the operator before service begins.

8.4 Consumer Assumption of Risk

By using the Platform to discover or navigate to a business, you acknowledge that visiting any physical location carries inherent risks that Ambivia cannot control or eliminate.

8.5 Prohibition on Sale or Transfer of Location-Derived Data

The Platform provides business operators with analytics, spatial intelligence, and consumer engagement data derived from geolocation telemetry ("Location-Derived Data"). As a condition of accessing the Platform, you agree that you shall NOT:

• ●Sell, lease, license, or otherwise transfer Location-Derived Data to any third party for monetary or non-monetary consideration
• ●Share, publish, or make available raw or aggregated Location-Derived Data to data brokers, advertisers, real estate investors, or any entity not party to this agreement
• ●Use Location-Derived Data to create derivative datasets intended for external distribution or commercial resale
• ●Combine Location-Derived Data with other data sources to re-identify, track, or profile individual consumers
• ●Export, scrape, or programmatically extract Location-Derived Data for any purpose other than internal operational use at your own business(s)

This restriction applies regardless of whether the data has been aggregated, anonymized, or de-identified. Violation of this section constitutes a material breach of these Terms and may result in immediate account termination, forfeiture of pending payouts, and legal action.

This provision is required for compliance with applicable state geolocation privacy laws, including without limitation the Virginia Consumer Data Protection Act (as amended by SB 338, effective July 1, 2026), the Maryland Online Data Privacy Act (effective October 2025), and the Oregon Consumer Privacy Act (as amended, 2025), which prohibit the sale of precise geolocation data regardless of consumer consent.

9. Healthcare Vertical Disclaimer

For healthcare facilities using the Platform, the following additional terms apply:

9.1 Not a Medical Device or EHR

AMBIVIA IS NOT AN ELECTRONIC HEALTH RECORD (EHR) SYSTEM, CLINICAL DECISION SUPPORT TOOL, OR MEDICAL DEVICE. The Platform manages spatial routing, queueing, arrival telemetry, and facility operations only. Ambivia does not store, process, or transmit clinical data, diagnoses, treatment plans, prescriptions, or medical records.

The Platform is not classified as a Software as a Medical Device (SaMD) under FDA regulations and is not intended for use in clinical decision-making.

9.2 No Medical Advice

Nothing on the Platform constitutes medical advice, diagnosis, or treatment. The Platform does not replace professional medical judgment. Healthcare facilities are solely responsible for all clinical decisions and patient care.

9.3 HIPAA and Compliance

• ●Healthcare facilities requiring HIPAA compliance must execute a separate Business Associate Agreement (BAA) with Ambivia, Inc.
• ●HIPAA compliance tooling, BAA generation, and data residency selection are available to all healthcare facilities regardless of subscription tier
• ●Healthcare facilities remain solely responsible for their own HIPAA compliance obligations as Covered Entities
• ●Ambivia maintains ePHI audit trails with 7-year retention and tamper-evident logging where a BAA is in effect

9.4 Interoperability

HL7 FHIR R4 interoperability is limited to scheduling data only. No clinical data flows through the Platform. SMART on FHIR consent flows use OAuth 2.0 scoped tokens restricted to scheduling operations.

9.5 Facility Responsibility

Healthcare facilities using the Platform are solely responsible for:

• ●Compliance with all applicable healthcare regulations (HIPAA, HITECH, state privacy laws)
• ●Patient safety, triage decisions, and clinical workflows
• ●Accuracy of facility information, wait times, and capacity data displayed on the Platform
• ●Obtaining patient consent for any data shared with the Platform
• ●Maintaining appropriate malpractice and liability insurance

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• ●THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND
• ●AMBIVIA DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• ●IN NO EVENT SHALL AMBIVIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ●AMBIVIA'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100)
• ●AMBIVIA IS NOT LIABLE FOR ANY LOSS ARISING FROM BUSINESS OPERATIONS, THIRD-PARTY CONDUCT, OR FORCE MAJEURE EVENTS

11. Indemnification

You agree to indemnify, defend, and hold harmless Ambivia, Inc., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• ●Your use of or access to the Platform
• ●Your violation of these Terms or any applicable law
• ●Any content you submit to the Platform
• ●Your operation of a business listed on the Platform (for business accounts)
• ●Any dispute between you and a third party

12. Termination

12.1 Termination by You

You may terminate your account at any time by contacting support or using the account deletion feature. Upon termination, your right to use the Platform ceases immediately.

12.2 Termination by Ambivia

We may suspend or terminate your account immediately for:

• ●Breach of these Terms or any applicable policy
• ●Fraudulent, abusive, or illegal activity
• ●OFAC sanctions violation or failed KYB verification
• ●Non-payment after a 30-day grace period (business accounts)
• ●Conduct that poses a risk to other users or the Platform

12.3 Effect of Termination

Upon termination: (a) all licenses granted to you cease; (b) you must cease all use of the Platform; (c) we may delete your data after a 30-day grace period; (d) Sections 7, 8, 9, 10, 11, and 13 survive termination.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware without regard to conflict of laws principles.

13.2 Binding Arbitration

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

13.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Exceptions

• ●Intellectual property disputes may be brought in court
• ●Either party may seek injunctive relief in court
• ●Small claims court (amounts under $10,000) is permitted

14. General Provisions

• ●Entire Agreement. These Terms, together with the Privacy Policy and any applicable Subscription Agreement, constitute the entire agreement between you and Ambivia.
• ●Severability. If any provision is held unenforceable, the remaining provisions continue in full force and effect.
• ●Waiver. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on another occasion.
• ●Assignment. You may not assign these Terms without our written consent. Ambivia may assign these Terms to any successor or acquirer.
• ●Force Majeure. Ambivia is not liable for delays or failures caused by events beyond our reasonable control.
• ●Notices. We may provide notices via email or in-app notification. You may contact legal@ambivia.tech.
• ●Modifications. We may modify these Terms with at least 30 days notice. Continued use constitutes acceptance.

15. Contact

If you have questions about these Terms, please contact us: