Terms of Service

1. Who this agreement is between

This agreement is between Ambix L.L.C., a Delaware limited liability company ("Ambix," "we," "us," "our"), and the business that accepts these terms and uses the software ("you," "your," "the Store").

If you are accepting on behalf of a company, you are confirming that you have the authority to bind that company. If you do not have that authority, do not accept these terms.

2. Accepting these terms

You accept these terms when you click to accept them during setup, or when you begin using the software, whichever happens first. We record the version you accepted and the date you accepted it.

Every version of these terms carries a version number at the top of this page. When we publish a new version, the version number changes, and Section 18 describes how you are told.

3. What Ambix provides

Ambix provides software for running a retail store, currently consisting of:

• Ambix Station — the iPad register your staff ring sales on.
• Ambix Daisho — the iPhone companion for managers and owners, covering invoices, books and reports.
• The Nexus portal — the web application for inventory, scheduling, reporting and store administration.

We give you a non-exclusive, non-transferable right to use this software to operate your own store during the term of this agreement. That right is not a sale, and it ends when this agreement ends.

We may add, change or remove features. If we remove a feature you rely on materially, and that removal significantly reduces the value of the software to you, you may end this agreement under Section 17 and receive a pro-rated refund of fees you have already paid for the period after termination.

4. Your account, your staff, your PINs

You decide who works for you, and you control who gets a login, a register PIN, and which permissions they hold. You are responsible for what the people you authorise do in the system.

Keep credentials secure. Tell us promptly if you believe an account or PIN has been compromised. We are not responsible for losses arising from someone using credentials you issued, unless the compromise was caused by our failure to meet our obligations under this agreement.

You must give us accurate registration information and keep it current, including a working email address and phone number, because that is how we reach you about outages, billing and changes to these terms.

5. Fees and payment

The fees for your store are the ones stated in the order form, quote or written confirmation you received when you signed up. Unless that document says otherwise:

• Fees are billed in advance for each billing period.
• Your subscription renews automatically for successive periods of the same length until it is cancelled under Section 17.
• Fees are exclusive of taxes. You are responsible for any sales or use taxes, other than taxes on our income.

We may change our fees. We will give you at least thirty (30) days' written notice before a change takes effect, and a change never applies to a period you have already paid for. If you do not want to pay the new fee, you may cancel before it takes effect.

If payment is late, we will tell you and give you at least ten (10) days to put it right. If it is still unpaid after that, we may suspend the software until the account is current. We will not delete your data because of non-payment during a suspension; Section 7 governs deletion, and it only begins after this agreement has actually ended.

Except where this agreement says otherwise, fees already paid are non-refundable.

6. Your data

6.1 Ownership and permissions

You own your store's data. That includes your products and pricing, your sales and transaction records, your inventory and invoices, your employee records, your customer and loyalty records, and everything else you or your staff enter or generate through the software (together, "Store Data").

You give us the permission we need to host, copy, transmit, display, back up and analyse Store Data for two purposes: to run the software for you, keep it secure and support it; and to create the aggregated market data described in Section 6.3 and sell it. That permission gives us no ownership of your Store Data.

Two limits on the sentence above, stated plainly rather than left to be inferred. For everything except the aggregated market data, we act on your instructions. For the aggregated market data we act for our own commercial purposes, and we keep what we earn from it. And while your Store Data is deleted under Section 7, aggregated market data already created or already supplied to a buyer cannot be recalled — it identifies no store under Section 6.4, and after deletion your data feeds nothing new.

6.2 What we never do

These are commitments, not preferences:

• We never sell, rent or disclose Store Data in a form that identifies your store.
• We never sell your data, or any market data built from it, to a retailer — not to another store, not to a chain, and not back to you. There is no Ambix benchmark product sold to stores, and we never show one store another store's figures. (This does not touch your own reporting: your own numbers are always available to you inside the software, as part of the service you pay for.)
• We never include customer or employee information in anything we sell. Loyalty records, shopper phone numbers, purchase histories tied to a person, payroll, timeclock records and staff details are excluded entirely.
• We never use your data to advertise to your customers.

6.3 Aggregated market data

Ambix combines transaction data across the stores that use the software to produce aggregated, de-identified market data — for example, how a product category moves in a geographic area, typical price ranges, and seasonal trends. We create, use and sell that aggregated market data to brands, distributors, suppliers and market-research firms, and we keep the proceeds. We do not sell it to any business that operates retail stores selling the products concerned — which includes every other Ambix store, and includes yours.

The aggregated market data describes an area, never a store. It contains no personal information, and by Section 6.2 it contains nothing about your customers or your staff.

This is not optional. Contributing to the aggregate is part of using Ambix, and there is no separate opt-out. If that is not acceptable to your business, do not accept these terms. We would rather tell you that here, in plain words, than have you discover it later.

6.4 How we keep your store anonymous

Anonymity is a rule we enforce before a figure is published, not a promise we make afterwards. We publish or sell an area-level figure only when both of the following are true:

• it combines data from at least five (5) contributing stores; and
• no single store accounts for more than forty percent (40%) of it.

Where an area does not meet both tests — a thinly served ZIP code, or one store dominating its neighbours — we combine it into a wider area such as a city or county, or we do not publish it at all. We do not lower the thresholds to make an area sellable.

We also commit that:

• we will not attempt to re-identify an individual store from aggregated data, and we will not help anyone else do so;
• every buyer is contractually prohibited from attempting to re-identify any contributing store, and from combining the data with other information for that purpose; and
• we will maintain the data in de-identified form and will not release it in a form that would defeat these thresholds.

If we ever change these thresholds in a way that weakens them, that is a material change to these terms and Section 18 applies — including your right to cancel.

6.5 Operating and improving the software

Separately from the above, we use anonymised, aggregated information that cannot identify you, your staff or your customers — for example, overall system performance or feature-usage counts — to operate and improve the software.

How personal information is handled is described in our Privacy Policy, which forms part of this agreement.

7. Getting your data out

You can export your data at any time while this agreement is in force, using the export features in the software.

After this agreement ends, you have thirty (30) days to export your Store Data. During that window we will keep it available and will help you get it if you ask. After that window we may delete it, and we will delete it within a further sixty (60) days unless the law requires us to keep it longer. Backups are cycled out in the ordinary course after that.

If you want your data deleted sooner, ask us in writing and we will do it.

Deleting Store Data does not withdraw aggregated market data that was already created from it or already supplied to a buyer, for the reason given in Section 6.1. After deletion, nothing of yours feeds any new aggregate.

8. Acceptable use

You agree not to:

• resell, sublicense or provide the software to another business as a service;
• copy, reverse engineer, decompile or attempt to extract the source code, except where the law expressly permits it;
• use the software to break the law, including alcohol, tax, employment and privacy law;
• upload material you have no right to upload, or anything designed to damage the system;
• attempt to access another store's data, or probe, scan or test the security of the system without our written permission;
• use the loyalty or messaging features to send messages to people who have not consented, or to keep messaging someone who has opted out.

If you find a security vulnerability, please tell us rather than exploit it. We will not pursue you for good-faith research that you report to us promptly and do not disclose publicly before we have had a fair chance to fix it.

9. Alcohol law and age verification

This one matters more than the rest, so it gets its own section.

You are the licensed retailer. We are not. Ambix provides tools — age-verification prompts, ID-scanning support, restricted-hours settings. Those tools help you comply, but they do not make us responsible for your compliance, and using them is not a legal opinion that you are compliant.

You remain solely responsible for holding the licences your jurisdiction requires, for refusing sales to underage or intoxicated customers, for observing permitted hours and any local restrictions, and for training your staff. A tool being switched off, misconfigured or overridden by your staff does not transfer that responsibility to us.

Where the software is used to send marketing to shoppers, you are the sender of those messages and you are responsible for the consent behind them, subject to our Privacy Policy.

10. Payment processing and other outside services

Ambix is not a payment processor and does not hold your money. Card payments are processed by a separate payment provider under a separate agreement between you and that provider. Their terms, their fees, their settlement times and their chargeback rules apply, and we do not control them.

The same is true of other outside services the software connects to, including mobile carriers for text messaging and any distributor or vendor systems you choose to connect. We are not responsible for those services' availability, accuracy or acts, though we will act reasonably to help you resolve problems that involve them.

We will provide a current list of the vendors we use to provide the software on request, and we will publish that list once it is maintained on this site.

11. Availability and support

We aim to keep the software available and to fix problems promptly, and we will use commercially reasonable efforts to do so. We do not promise a specific uptime percentage. We would rather tell you that plainly than publish a number we are not yet organised to stand behind.

We may take the system down for maintenance. Where maintenance is planned and likely to interrupt your use, we will give you notice and, where we reasonably can, schedule it outside normal trading hours.

Support is provided by email and phone using the contact details in Section 21.

Your register keeps working during an internet outage. Ambix Station is built to continue ringing sales offline and to synchronise when the connection returns. That is a design property of the software rather than a guarantee, and it does not extend to features that inherently require a live connection, such as card authorisation or text messaging.

12. Confidentiality

Each of us may learn confidential information about the other. Each of us agrees to protect the other's confidential information with at least the care we use for our own, and not to disclose it except to people who need it and are under similar obligations.

This does not apply to information that is public through no fault of the receiver, was already known without obligation, or is independently developed. If either of us is legally compelled to disclose the other's confidential information, we will give notice where we lawfully can.

13. Who owns the software

Ambix owns the software, its interfaces, its documentation, and all intellectual property in them. Nothing in this agreement transfers any of that to you beyond the right to use it described in Section 3.

If you send us feedback or suggestions, we may use them to improve the software without owing you anything. That does not give us any right to your Store Data, which is governed by Section 6.

14. Disclaimer of warranties

Except as expressly stated in this agreement, the software is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the software will be uninterrupted or error free, or that it will meet every requirement you have. We do not warrant that reports, cost calculations, tax figures or inventory counts produced by the software are correct for your legal or accounting purposes; they are tools, and you remain responsible for reviewing them and for your own filings and records.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

15. Limitation of liability

To the fullest extent permitted by law:

• Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost goodwill or lost or corrupted data, even if we were told such damages were possible.
• Our total liability arising out of or relating to this agreement, taken together across all claims, will not exceed the total fees you paid to Ambix in the twelve (12) months immediately before the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees you owe; either party's breach of Section 12 (Confidentiality); either party's fraud, gross negligence or wilful misconduct; or any liability that cannot be limited or excluded under applicable law.

Each of us agrees that these limits are a reasonable allocation of risk, and that the fees charged reflect them.

16. Indemnification

We will defend you against a third-party claim that the software, used as this agreement permits, infringes that third party's intellectual property rights, and we will pay damages finally awarded or agreed in settlement. If the software becomes subject to such a claim, we may modify it, obtain a licence for it, or end the affected part of this agreement and refund fees you have paid for the period after termination.

You will defend us against a third-party claim arising from your Store Data, from your use of the software in breach of this agreement or of the law, or from your obligations as a licensed alcohol retailer under Section 9, and you will pay damages finally awarded or agreed in settlement.

In each case, the party seeking to be defended must notify the other promptly, give the other control of the defence, and provide reasonable cooperation. A settlement that imposes an obligation on the other party requires that party's consent, which will not be unreasonably withheld.

17. Term and termination

This agreement starts when you accept it and continues until it is ended.

You may cancel at any time, effective at the end of your current billing period, by telling us in writing using the details in Section 21. You are not locked in for a term beyond the billing period you are in, unless your order form says otherwise and you agreed to it.

We may end this agreement on thirty (30) days' written notice, or immediately if you materially breach it and have not fixed the breach within fifteen (15) days of our written notice, or immediately if required by law.

When this agreement ends, your right to use the software stops, any fees you owe become due, and Section 7 governs your data. Sections 6, 7, 12, 13, 14, 15, 16, 19 and 20 survive termination.

18. Changes to these terms

We may update these terms. When we do, we publish the new version here with a new version number and a new "Last Updated" date.

For a material change — one that meaningfully reduces your rights or increases your obligations — we will give you at least thirty (30) days' notice by email to your registered address before it takes effect. If you do not accept a material change, you may cancel before it takes effect and we will refund fees covering any period after the cancellation. Continuing to use the software after a material change takes effect means you accept it.

Changes that do not affect your rights, such as correcting a typo or clarifying wording, take effect when published.

19. Governing law and disputes

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each of us consents to that jurisdiction.

Nothing in this section removes any right you have under the mandatory consumer-protection or business law of the state where your store operates, where that law applies regardless of what this agreement says.

Talk to us first. Before starting formal proceedings, each of us agrees to raise the problem in writing and to try in good faith for thirty (30) days to resolve it. This does not prevent either of us from seeking urgent injunctive relief.

20. General

• Entire agreement. This agreement, together with your order form, the Privacy Policy and any policies it references, is the whole agreement between us about the software, and replaces earlier discussions about it.
• Order of precedence. If your signed order form conflicts with these terms, the order form governs for that conflict.
• Assignment. Neither of us may assign this agreement without the other's written consent, except that either may assign it to a successor in a merger or sale of substantially all assets, on notice to the other.
• Severability. If a provision is held unenforceable, it is modified to the least extent necessary, and the rest of the agreement stays in force.
• No waiver. Not enforcing a right on one occasion does not waive it.
• Force majeure. Neither of us is liable for a delay or failure caused by events beyond reasonable control, other than an obligation to pay money.
• Notices. Notices to you go to the email address registered on your account. Notices to us go to the address in Section 21.
• Independent contractors. Nothing here creates a partnership, joint venture or employment relationship between us.

21. Contact us

Questions about this agreement, notices, or cancellations:

These terms are written in plain English so that a store owner can read them without a lawyer. Plain wording does not make them less binding. If a court finds any provision unenforceable, the remaining provisions stay in full force and effect.