TERMS AND CONDITIONS

OVERVIEW

Welcome to our website.

Please read these Terms and Conditions carefully as this is a legal agreement between you and Sambrosa Care, Inc.  These Terms and Conditions (“Terms”) set forth the legally binding terms and conditions for your use of the Site and the Services.  The terms “Sambrosa,” “Sambrosa Care,” “our,” “us,” and “we” refer to Sambrosa Care, Inc., and the terms “you,” “your,” “user,” “customer,” and “subscriber” refer to any visitor of our website. This page explains the terms by which you may use our website and any other services, products or applications owned, controlled, or offered by Sambrosa Care in association with our website (collectively referred to as the “Services” or “Products”).

Please read these Terms carefully before accessing or using our website.  If you do not agree to any portion of these Terms, you should not access or otherwise use the Web Site.  By accessing or using any part of the site, you agree to be bound by these Terms.  If you do not agree to all the terms and conditions of these Terms, then you may not access the website or use any services.

These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.  By visiting our site and/or purchasing something from us, you signify that you have read, understood, and agree to be bound by these Terms, which also incorporates our Privacy and Cookie Policies, whether or not you are a registered user of our Services.  Sambrosa Care offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

You should review these Terms regularly as they may change at any time at the sole discretion of Sambrosa.  Any new features, tools or content that may be added to the website shall also be subject to the Terms and Conditions.  You can review the most current version of the Terms and Conditions at any time on this page.  We reserve the right, at our discretion, to update, change, remove or replace any part of these Terms by posting updates and/or changes to our website.  It is your responsibility to check this page periodically for changes.  Your continued use of or access to the website following the integration of changes to the Terms constitutes acceptance of those changes.

Our store is hosted on Woocommerce. They provide us with the online e-commerce platform that allows us to sell our products and services to you. For more information about Woocommerce and the services it provides, please visit their Terms and Conditions here: WooCommerce Use Terms – WooCommerce and the privacy policy: Privacy Policy – Automattic

1. CONTACT

You can send your questions about our Terms and Conditions to us at:

info@sambrosa.com
1-800-651-6952

Sambrosa Care, Inc
9171 Wilshire Blvd, suite 500, Beverly Hills, Ca 90210
All rights reserved

2. TERMS

CONVENIENCE AND INFORMATION ONLY; ACCEPTANCE OF TERMS.

By merely providing access to the Web Site, Sambrosa does not warrant or represent that: (a) the Content is accurate, complete, up-to-date, or current; (b) Sambrosa has any obligation to update any Content; (c) the Content is free from technical inaccuracies or typographical errors; (d) that the Content does not infringe on the intellectual property rights of any third party; (e) that the Content is free from changes caused by a third party; (f) your access to the Web Site will be free from interruptions, errors, computer viruses or other harmful components; and/or (g) any information obtained in response to questions asked through, or postings made on, the Web Site is accurate or complete. Your use of the Web Site and the services offered therein are subject to federal law, the law of the state where Sambrosa maintains your Account, or, if Sambrosa transfers your Account to another location, where Sambrosa currently maintains your Account (“Applicable Law”).

We are not responsible if information made available on this site is not accurate, complete, up-to-date, or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more up-to-date sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store.  We cannot guarantee that your computer monitor’s display of any color will be accurate.

Occasionally, there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, or availability.  We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including, without limitation, pricing information, except as required by law.  No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

SITE USE AND CONTENT.

You may view, copy or print pages from the Web Site solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from the Web Site without the express, prior, written consent of Sambrosa.  At any time, we may, without further notice, make changes to the Web Site, to these Terms and/or to the services described in these Terms.

USER ACCOUNT, PASSWORD, SECURITY AND ELECTRONIC ACCOUNT SERVICES.

The following definitions govern the terms of this Paragraph 3 and as used elsewhere in these Terms:

  1. Bill Payment Cutoff Time means p.m. Time on any Business Day and is the time by which you must transmit Payment Instructions for such Payment Instructions to be considered effective for that particular Business Day.
  2. Business Day means every day except Saturdays and Sundays and federal holidays.
  3. Linked Accounts
  4. Payment Account means your personal or business checking, savings, or money market account from which Sambrosa bill payments for your Account(s) may be made by you. Sambrosa recommends that you confirm with your banking institution any fees that you may be changed for bill payments from your Payment Account before designating a banking account as a Payment Account (e.g., your money market account may permit a limited number of transfers before fees are imposed).
  5. Payee means Sambrosa or its subsidiary to which you direct a payment.
  6. Payment Instructions means the information provided by you for a bill payment to be made to Payee (i.e., banking account number, ABA number, payment date, payment amount, and any additional information).
  7. Payment Due Date means the Business Day of your choice and as designated by you upon which your payment will be received by Payee and your Payment Account will be debited. Note: Your Payment Due Date may be no later than the “Due Date” set by Sambrosa for your most current bill.
  8. Pending Bill Payment means a pending bill payment authorized by you through the Online Service that has not been debited to your Payment Account

ONLINE ACCOUNT ACCESS.

For certain types of features available through the Web Site, including the Online Account Access features (the “Online Service”), we require the use of encryption technologies provided for your protection and/or your use of a user identification name (“UserID”) and password after setting up a user account (“User Account”).  The Online Service is available by clicking on the Online Account Access login at My account – Sambrosa. For self-enrollment, you must provide Account-specific information to authenticate yourself (e.g., Account owner name and address).  You may also enroll by calling 1-800-651-6952.  You will be asked Account-specific information to authenticate yourself.  In these Terms, “you” and “your” refer to each person, or, if applicable, the entity who is an owner, signer, or has unrestricted access to a User Account and each person that uses the Online Service with your permission (“Authorized User”).  You may never use another person’s User Account and/or UserID without permission.  When your Online Service is linked to one or more Accounts, Sambrosa may act on the oral, written, or electronic instructions of any authorized signer regarding your service for those Accounts.  It is your responsibility to notify Sambrosa if an Authorized User should no longer be given access to an Account through the Online Service.

USER ACCOUNT AND PASSWORD.

We use reasonable precautions to protect the privacy of your UserID, password and User Account information by utilizing a Secure Socket Layer (“SSL”) connection.  Accordingly, your UserID, password and User Account information are encrypted using an SSL connection and are not expected to be read in an intelligible form as they travel to the Web Site.  You, however, are ultimately responsible for protecting your UserID, password and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies.  You are required to take reasonable precautions to safeguard your UserID and password.  You agree to never leave your computer unattended while using the Online Service and to always exit the Online Service by clicking on “Log Out.” You also agree to immediately notify Sambrosa of any unauthorized use of your UserID, password and/or User Account, or any other breach of security by calling by calling 1-800-651-6952, by email at info@sambrosa.com, or through the online message center (if applicable).  You are solely responsible for any activity that occurs with respect to your User Account and UserID.  While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception or interruption.

RELIANCE BY COMPANY.

You authorize Sambrosa to rely on your UserID and password to identify you when you use the Online Service, and as signature authorization for any payment made using the Online Service.  You acknowledge and agree that you are responsible for all payments you make using the Online Service and for paying any and all late charges or penalties.  You also acknowledge and agree that if you permit another person or persons to use the Online Service or give them your UserID and/or password, you are responsible for any payment that person makes to your Account, even if the person exceeds your authorization.  You agree that Sambrosa may comply with the Payment Instructions entered by any person using your UserID and Password, subject to the terms set forth more fully below in the Unauthorized Payments section of these Terms.

Sambrosa is committed to protecting the security and confidentiality of information about you and your Account and User Account.  Sambrosa uses, and may in the future use, several different security methods to protect your Account and User Account information, including:

  1. You can only access the Online Service with certain browsers that have high security standards.
  2. If the Online Service does not recognize your computer, you will be prompted to answer one of your challenge questions to verify your identity.
  3. The Online Service will automatically log off if prolonged periods of inactivity occur.
  4. Your session will terminate if you navigate away from the Online Service to another website.

ELECTRONIC COMMUNICATION.

Email and Online Message Center.

When you enroll in the Online Service, you must designate a primary email address that will be used for receiving electronic communication. To the extent that Sambrosa maintains an online message center now or in the future, such exchange of communications shall be considered an electronic communication and may be utilized by Sambrosa for providing you notices pursuant to these Terms, as required by Applicable Law (as permitted) or generally regarding your Account(s) with Sambrosa. Sambrosa will NEVER send you email requesting confidential information such as Account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from Sambrosa, do not respond to the email and notify Sambrosa by calling 1-800-651-6952 or forwarding the email to info@sambrosa.com.

USAGE OF ELECTRONIC COMMUNICATION

By your enrollment in the Online Service, you agree to receive these Terms and any disclosures or notices required by Applicable Law and all other communications electronically to the email address you designate in your account profile.  You also agree that Sambrosa may respond to any communication you send to Sambrosa with an electronic communication, regardless of whether your original communication with Sambrosa was an electronic communication.

Any electronic communication Sambrosa sends to you will be considered received within 5 calendar days of the date such communication is sent by computer servers utilized by Sambrosa to the email address you designate in your account profile or posted to Sambrosa’s online message center. To the extent permissible under Applicable Law, any electronic communication you send to Sambrosa will not be effective until Sambrosa has had a reasonable opportunity to act on the electronic communication.  You should not rely on electronic communication if you need to communicate with Sambrosa immediately and, in no event, should your sole method of communication with Sambrosa regarding any emergency be by electronic communication.  Sambrosa strongly suggests that you report all matters requiring immediate attention to Sambrosa by calling 1-800-651-6952.  Sambrosa may require you to provide written confirmation of any verbal or electronic notice of alleged error by Sambrosa.

PERMISSIBLE ACTIVITIES.

You may perform the following activities with the Online Service:

  1. Account Inquiry. You may retrieve Account information (such as a balance due) and view up transactions.
  2. Review Statements. You may view electronic version of Account statements.  Online statements should not be substituted for, nor represented as, your official statement.

PAYMENTS

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services.  The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor.  By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”).  You agree to make payments using that selected Payment Method.  We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Click here for the Terms of Stripe
Click here for the Terms of Paypal

The price payable for Sambrosa Products shall be as shown on our site in U.S. Dollars.  Prices advertised on our site are exclusive of any international sales, consumer, or commodity tax (VAT, GST/HST, Sales Taxes, etc), the relevant rate being chargeable at time of checkout OR upon receipt of product through customs.  The prices listed on our website exclude delivery charges which are payable in addition and shown separately during the checkout process.  Customs or import fees and applicable taxes may be applicable depending on the Customers’ shipping location and the local commodity tax laws.  Our products are offered subject to availability.

If for any reason we cannot supply you with any part of your order we will contact you via email or phone to advise you.  We may need to cancel or refund the item from your order; in which case the funds will be paid directly back to your card.  Payments will be refunded to the card used to purchase the goods.  However, prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time and in our sole discretion.

You may pay a part of our order or your full order in Sambrosa Reward Points.  You can check your available Reward Points in your account.

Please note that if you are accessing the site via a mobile device, standard fees may be incurred. Check with your mobile service provider for details.

You authorize Sambrosa to debit your Payment Account and remit funds on your behalf to the Payee.  When Sambrosa receives a Payment Instruction, you have authorized Sambrosa to debit your Payment Account and remit funds on your behalf so that the funds arrive as close as reasonably possible to the Payment Due Date as designated by you.  You also authorize Sambrosa to credit your Payment Account for payments returned to you by Sambrosa.

CANCELLING/MODIFYING PENDING BILL PAYMENTS.

The delete/edit function applies to payments initiated through the Online Service that are pending.  There is no charge for cancelling or modifying a Pending Bill Payment.  In most circumstances, you may stop a Pending Bill Payment before the Payment Due Date.  Other than as described above, you may not stop or edit a bill payment.

We reserve the right to refuse any order you place with us.  We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address.  In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

AUTO RENEWAL FOR SUBSCRIPTION SERVICES. 

Unless you opt out of auto-renewal, which can be done through your Account Settings on any subscription services, such as any auto-replacing products (“Subscription Services”), you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to your account to terminate the Subscription Service. You may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. All fees related to Subscription Services are fully earned upon payment.

Your non-termination or continued use of a Paid Service (including Subscription Services) reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

DISCLOSURE OF ACCOUNT INFORMATION.

Sambrosa will not disclose any information to third parties about you, including email addresses, or your Account, except in the situations described below or as otherwise set forth in Sambrosa’s Privacy Policy located at Privacy Policy – Sambrosa. We will disclose such information:

  1. where disclosure is necessary for completing payments, or to resolve a problem related to a payment;
  2. to verify the condition and existence of your Account for a third party, such as a credit bureau or merchant;
  3. to persons authorized by law in the course of their official duties;
  4. to a consumer reporting agency as defined by Applicable Law;
  5. to comply with a government agency or court order, such as a lawful subpoena;
  6. to Sambrosa employees, auditors, service providers, attorneys, or collection agents in the course of their duties; or
  7. if you give Sambrosa written permission (including by email).

INSUFFICIENT FUNDS TO COMPLETE BILL PAYMENT.

You must have sufficient available funds in your Payment Account on the Payment Due Date.  If your Payment Account has insufficient funds, the Bill Payment will not be completed.  Should a Bill Payment fail because of insufficient funds in your Payment Account, an amount equal to Sambrosa’s Returned Payment Fee then in effect will be applied to your Account.

COMPANY’S LIABILITY FOR FAILURE TO COMPLETE BILL PAYMENTS.

If Sambrosa debits your Payment Account incorrectly, Sambrosa will be responsible for returning the improperly debited funds to your Payment Account. If Sambrosa does not complete a Bill Payment from your Payment Account on time or in the correct amount in accordance with your Payment Instructions, Sambrosa will be liable for the actual charges incurred by you, to the extent required by Applicable Law and in any event subject to Section 10, herein. However, Sambrosa will not be liable in the following situations:

  1. You did not properly follow the provisions of these Terms, the online instructions for the Online Service, or other instructions for making a payment;
  2. Through no fault of Sambrosa’s, you have insufficient funds in your Payment Account to make a payment;
  3. Your computer, the software, phone lines, Sambrosa’s computer system or the Online Service were not working properly or were temporarily unavailable, and this problem was or reasonably should have been apparent to you when you attempted the payment or you were advised by the Online Service of the malfunction before you executed the payment;
  4. Circumstances beyond our control prevented the payment, despite reasonable precautions that we have taken, including telecommunications outages, fires, floods, or other natural disasters;
  5. Sambrosa has reasonable basis to believe that unauthorized use of your UserID, Password, or User Account or Account has occurred or may be occurring;
  6. Sambrosa or you have terminated your Online Service or closed your Account to which the UserID was linked;
  7. You have supplied your login information to another party; or
  8. For any other reason specified in these Terms or any other agreement Sambrosa has with you.

ACCURATE INFORMATION.

In creating and using your User Account on the Web Site, you agree to: (i) provide true, accurate, current and complete information about yourself on any registration form required on the Web Site (such information being the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sambrosa has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sambrosa has the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.

TERMINATION OF ACCOUNT.

Sambrosa reserves the right to terminate your use of the Online Service for any reason including inactivity and at any time without notice to you.  You have the right to terminate your use of the Online Service by calling Sambrosa at 1-800-651-6952 or by writing to Sambrosa at the address provided at the beginning of these Terms.  Any termination of your use of the Online Service, whether initiated by you or by Sambrosa, will not affect any of your or Sambrosa’s rights and obligations under these Terms that have arisen before the effective date of such termination.

RELATED AGREEMENTS.

Your Account linked to the Online Service will also be governed by the agreements, disclosures, Sambrosa’s service tariff in your area, and other documents provided to you in connection with the opening of your Account, as they may be amended periodically.  If any inconsistency exists between such other documentation and these Terms, then these Terms shall control to the extent of inconsistency.

ERRORS OR QUESTIONS ABOUT BILL PAYMENTS.

In case of errors or questions about Bill Payments, you should notify Sambrosa at once at by calling 1-800-651-6952, by email at info@sambrosa.com, or through the online message center.

3. SHIPPING

When you purchase products from us, we will arrange for shipment of the products to you. Please check the individual product page for specific delivery options.  You will pay all shipping and handling charges specified during the ordering process.  Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

Shipping and delivery dates are estimates only and cannot be guaranteed.  We are not liable for any delays in shipments.  If you opted for expedited shipping and your package is not delivered within the promised timeframe, we will refund your expedited shipping costs.

Please see our Shipping Policy for more information.

4. REFUNDS

We are fully committed to offering you quality products.  If for any reason you feel that our products did not live up to your expectations or you think that somehow our service did not meet your standards of excellence, we offer a money back guarantee for 30 days.

In the event that you are unhappy with any of the products you purchased from our site, you can reach out to us at info@sambrosa.com or call our customer service at 1-800-651-6952.  Please do so within ninety (90) days of the date you purchased the product from our site.  If ninety (90) days have gone by since your purchase, we cannot offer you a refund or exchange.  To be eligible for a return, you must return the products to us within ninety (90) days.  We do not accept returns of product cans that have been emptied.  You will be responsible for the shipping costs to return any products. Products not purchased from our site cannot be returned.

Once your return is received, we will send you an email to notify you that we have received the returned products. We will also notify you by email of our approval or rejection of your refund.  If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within a reasonable time following approval.

5. DELAYS

We are not responsible for delays outside our control.  If our supply of the Products or any related services is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimize the effect of the delay.  Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

6. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes.  These Terms are effective until terminated by either you or us.  You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Service, or when you cease using our site.

If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we may terminate these Terms or our Service at any time without notice and you will remain liable for all amounts due up to and including the date of termination.

You agree that Sambrosa, in its sole discretion, may terminate your username, password, account (or any part thereof), or use of the site, and remove and discard any content within the site, at any time and for any reason.  In such event and with respect to any use of the site on a mobile device, you must immediately remove the site from your mobile device, including all component parts.  You agree that any actions taken under this Section may be effective without prior notice to you.

7. REWARDS PROGRAM

Please see our Sambrosa Reward Program Terms & Conditions for more information.

8. DISCLAIMER

NO WARRANTIES; INDEMNIFICATION.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE, THE ONLINE SERVICE AND THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. COMPANY PROVIDES THE WEB SITE AND THE ONLINE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEB SITE, THE ONLINE SERVICE, THE CONTENT OR ANY SERVICES OFFERED IN CONNECTION WITH THE WEB SITE ARE OR SHALL REMAIN UNINTERRUPTED OR ERROR-FREE, THE CONTENT SHALL BE NON-INFRINGING ON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, THAT DEFECTS SHALL BE CORRECTED, THAT THE WEB PAGES ON THE WEB SITE, THE ONLINE SERVICE, ANY ELECTRONIC COMMUNICATION OR THE SERVERS USED IN CONNECTION WITH THE WEB SITE ARE OR SHALL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PERSON USING THE WEB SITE WILL BE THE PERSON THAT HE OR SHE REPRESENTS HIMSELF OR HERSELF TO BE. COMPANY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEB SITE AND/OR THE ONLINE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT COMPANY SHALL HAVE ADEQUATE CAPACITY FOR THE WEB SITE AND/OR THE ONLINE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.

INDEMNIFICATION.

You agree to defend, indemnify and hold Sambrosa and its affiliates, subsidiaries, owners, directors, officers, employees and agents harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by Sambrosa, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including without limitation any claims made by any third parties; and/or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right.

NOT INVESTMENT ADVICE.

SAMBROSA DOES NOT INTEND TO PROVIDE ANY INVESTMENT ADVICE OR INFORMATION RELATING TO ITSELF OR ANY COMPANY IDENTIFIED ON THE WEB SITE.  Nevertheless, the Web Site may, from time to time, contain information on the current or prospective financial condition of this and/or certain other companies.  Sambrosa cautions that there are various important factors that could cause actual results to differ materially from those indicated in the information you may encounter on the Web Site.  Accordingly, there can be no assurance that such indicated results will be realized.  These factors include, among other things, legislative and regulatory initiatives regarding regulation of American companies doing business abroad; political and economic conditions and developments in the United States and in foreign countries in which the companies discussed on the Web Site operate; financial market conditions and the results of financing efforts; and changes in commodity prices and interest rates.

LIMITATION OF LIABILITY.

SAMBROSA’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE SHALL BE THE CANCELLATION OF YOUR USER ACCOUNT WITH SAMBROSA.  EXCEPT FOR THE ACTUAL CHARGES DESCRIBED IN SECTION 3(M) ABOVE, IN NO EVENT WILL SAMBROSA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEB SITE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, INCLUDING, BUT NOT LIMITED TO, (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR COMPUTER SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, AND/OR (E) ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE, THE ONLINE SERVICE AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE BY ANY THIRD PARTY OR FOR ANY LOSS OR DAMAGE OF ANY KIND. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS SAMBROSA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

PRIVACY.

Personal data that you provide regarding yourself will be handled in accordance with Sambrosa’s Privacy Policy located at [www..com/privacy].

THIRD-PARTY CONTENT.

Sambrosa may provide hyperlinks to other web sites maintained by third parties, or Sambrosa may provide third party content on the Web Site by framing or other methods.  THE LINKS TO THIRD PARTY WEB SITES ARE PROVIDED FOR YOUR CONVENIENCE AND INFORMATION ONLY.  THE CONTENT ON ANY LINKED WEB SITE IS NOT UNDER SAMBROSA’S CONTROL AND SAMBROSA IS NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEB SITES, INCLUDING ANY FURTHER LINKS CONTAINED IN A THIRD-PARTY WEB SITE.  IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY WEB SITES LINKED TO THE WEB SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.

If a third-party links to the Web Site, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with Sambrosa.  In most cases, Sambrosa is not even aware that a third party has linked to the Web Site.  A web site that links to the Web Site: (i) may link to, but not replicate, Sambrosa’s Content; (ii) may not create a browser, border environment or frame Sambrosa’s Content; (iii) may not imply that Sambrosa is endorsing it or its products; (iv) may not misrepresent its relationship with Sambrosa; (v) may not present false or misleading information about Sambrosa’s products or services; and (vi) should not include content that could be construed as distasteful, offensive or controversial, and should contain only Content that is appropriate for all age groups.

9. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

You acknowledge that you are responsible for any material you may submit via the site or otherwise to Sambrosa, including the legality, reliability, appropriateness, originality and copyright of any such material.  You may not upload to, distribute or otherwise publish through the site or otherwise communicate to Sambrosa any content that: (i) is confidential, proprietary, false, fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.”  You may not upload commercial content onto the site.

If you submit material via any means to Sambrosa, unless we indicate otherwise, you grant Sambrosa and its affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such material throughout the world in any media.  You further agree that Sambrosa is free to use any creative ideas, suggestions, proposals, plans, ideas, concepts, and know-how that you or individuals acting on your behalf provide to Sambrosa (“Comments”).  You grant Sambrosa and its affiliates the right to use the name you submit in connection with such material, if they so choose.  You represent and warrant that you own or otherwise control all the rights to the content you post; that the content is accurate; that use of the content you supply does not violate any provision herein and will not cause injury to any person or entity; and that you will indemnify Sambrosa for all claims resulting from the content you supply.

If you provide to us any Comments, whether related to the site or otherwise, and you hereby acknowledge and agree that such Comments are not confidential, and that your provision of such Comment is gratuitous, unsolicited and without restriction, and does not place Sambrosa under any fiduciary or other obligation to you.

You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comment that you forward to us.  We are and shall be under no obligation (1) to maintain any Comment in confidence; (2) to pay compensation for any Comment; or (3) to respond to any Comment.

We may, but have no obligation to, monitor, edit or remove any Comment that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.

You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right.  You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.  You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Comment.  You are solely responsible for any Comment you make, or that is affiliated with your account or username, and its accuracy and lawfulness.  We take no responsibility and assume no liability for any Comment posted by you or any third party.

10. PERSONAL INFORMATION

Your submission of personal information to us is governed by our Privacy Policy.  Click to view our Privacy Policy.

11. INDEMNIFICATION

In addition to the indemnity obligations contained elsewhere in these Terms, you agree to indemnify, defend and hold harmless Sambrosa and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, arising from or related to your use of the site; any material you transmit using the site; or your violation, breach or alleged violation or breach of these Terms, including any claim or liability under the telephone consumer protection act, 47 U.S.C. § 227, et seq., or similar state and federal laws, and any regulations promulgated thereunder resulting from us attempting to contact you at the mobile telephone number you provided.

12. LOCAL LAWS

Sambrosa makes no representation that content or materials in the Web Site are appropriate or available for use in jurisdictions outside the United States.  Access to the Web Site from jurisdictions where such access is illegal is prohibited.  If you choose to access the Web Site from other jurisdictions, you do so on your own initiative and are responsible for compliance with applicable local laws.  Sambrosa is not responsible for any violation of law.  You may not use or export the Content or materials in the Web Site in violation of U.S. export laws and regulations.  You agree that the Web Site, these Terms and the Online Service shall be interpreted and governed in accordance with federal law and, to the extent not preempted by federal law, with the laws of the state where Sambrosa maintains your Account, or, if Sambrosa transfers your Account to another location, where Sambrosa currently maintains your Account.  The Web Site and the Online Service shall be deemed a passive website and service that does not give rise to personal jurisdiction over Sambrosa, either specific or general, in jurisdictions other than the states covered by the preceding sentence.  You agree and hereby submit to the exclusive personal jurisdiction of the state and federal courts located where Sambrosa maintains your Account, or, if Sambrosa transfers your Account to another location, where Sambrosa currently maintains your Account.  You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you reside (if different from the United States).

13. AVAILABILITY

Information that Sambrosa publishes in the Web Site may contain references or cross-references to products, programs or services of Sambrosa that are not necessarily announced or available in your area.  Such references do not mean that Sambrosa will announce any of those products, programs or services in your area at any time in the future.  You should contact Sambrosa for information regarding the products, programs and services that may be available to you, if any.

14. COPYRIGHT AND INTELLECTUAL PROPERTY

The content of the Service, including, without limitation, the texts, marks, logos, slogans, diagrams, photographs, videos, sounds, music, layout, designs, know-how, technologies, products, and processes are and shall remain the exclusive property of and owned by Sambrosa or our affiliated companies, licensors or content providers, and accordingly are protected by copyright, trademarks, patents and all other intellectual or industrial property rights which exist under applicable law.

Except as expressly provided in this Section 18, nothing contained on our site shall be interpreted or construed as granting you a license or a right to use any such content of our site.

All of the content made available through the site, including, but not limited to, all text and images (“Content”), and all software used to make the site available are and shall remain the property of Sambrosa and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws.  From time to time, we may permit you to download and view one (1) copy of selected Content on the site to which we provide you access or download, on any single computer, solely for your personal, non-commercial home use, subject to your compliance with these Terms and Conditions, and solely for so long as you are permitted by Sambrosa to access and use the site and provided that you keep intact all copyright and other proprietary notices. Except as otherwise expressly authorized here and otherwise in writing in advance by Sambrosa, you agree not to reproduce, modify, publish, license, transmit, reuse, rent, lease, loan, sell, distribute, adapt, translate, create derivative works based (whether in whole or in part) on, reverse engineer, decompile or disassemble any Service, all or any part of the site, or any Content made available through the site.

Any Content that is a trademark, logo, or service mark is also a registered or unregistered trademark of Sambrosa or others.  Your use of any Content, except as provided in these Terms, without the written permission of the Content owner is strictly prohibited.  The trade names, trademarks and service marks owned by Sambrosa, whether registered or unregistered, may not be used in connection with any product or service that is not Sambrosa’s.  Nothing contained on the site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Sambrosa’s trade names, trademarks or service marks without our express prior written consent.  Sambrosa will aggressively enforce its intellectual property rights to the fullest extent of the law, including by seeking criminal prosecution.

15. SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, these Terms shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable provision shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Sambrosa’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms and the Sambrosa Web Site Privacy Policy located here are the entire agreement between you and Sambrosa with respect to your use of the Web Site and the Online Service, and supersede any and all prior communications and prior agreements, whether written or oral, between you and Sambrosa regarding the Web Site and the Online Service.

16. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of that right or provision.

These Terms and Conditions and all policies and operating rules posted by us on this site or with respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).

Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

17. CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the site infringe your copyright, you (or your agent) may send to us a written notice by mail or email to the respective addresses set forth below requesting that we remove such material or block access to it. If you believe in good faith that Sambrosa has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice.  Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.

Notices sent under this Section may be emailed to info@sambrosa.com.

18. GOVERNING LAW

These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict or choice of law provisions.

Last updated: 01/30/2020