Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Cambie ("Company," "we," "us," or "our") governing your access to and use of the Cambie website, services, and any related applications (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

These Terms apply to all users of the Services, including without limitation users who are browsers, customers, merchants, vendors, and/or contributors of content.

2. Eligibility

You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into these Terms
• You are not prohibited from using the Services under applicable law
• If using the Services on behalf of an organization, you have authority to bind that organization to these Terms

3. Description of Services

Cambie provides digital marketing, paid acquisition, product optimization, and related consulting services. Our Services may include, but are not limited to:

• Marketing strategy and consultation
• Paid advertising campaign management
• Landing page and conversion optimization
• Analytics and performance reporting
• Educational content and resources

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without notice.

4. User Obligations and Conduct

You agree to:

• Provide accurate and complete information when using our Services
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized use of your account
• Use the Services only for lawful purposes
• Comply with all applicable laws and regulations

You agree NOT to:

• Use the Services for any illegal or unauthorized purpose
• Violate any applicable laws, including intellectual property laws
• Transmit any viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Services or servers
• Scrape, collect, or harvest any information from the Services without permission
• Impersonate any person or entity
• Use the Services to send spam or unsolicited communications

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Services and all content, features, and functionality (including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software) are owned by Cambie, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services without our prior written consent.

5.2 Trademarks

"Cambie" and all related names, logos, product and service names, designs, and slogans are trademarks of Cambie or its affiliates. You may not use such marks without our prior written permission.

5.3 User Content

If you submit any content to us (including but not limited to feedback, suggestions, or materials), you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed by the receiving party
• Is rightfully obtained from a third party without restriction
• Is required to be disclosed by law or court order

7. Payment Terms

If you purchase any Services from us, you agree to pay all applicable fees as described at the time of purchase. Payment terms, including pricing and billing cycles, will be specified in a separate service agreement or proposal.

• All fees are non-refundable unless otherwise specified in writing
• We reserve the right to change our pricing at any time
• You are responsible for all taxes associated with your use of the Services
• Late payments may be subject to interest charges and/or suspension of Services

8. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT

We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected.

No Guarantee of Results: While we strive to provide high-quality services, we make no guarantees regarding specific results, including but not limited to increases in traffic, conversions, revenue, or any other business metrics.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• CAMBIE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Cambie and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of a third party
• Any content you submit or transmit through the Services

11. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law and Jurisdiction

12.1 For Users in the United States

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Delaware for the resolution of any disputes.

12.2 For Users in Canada

For Canadian residents, these Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any disputes.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at hello@cambie.ai to attempt to resolve any dispute informally. We will attempt to resolve the dispute within 30 days.

13.2 Binding Arbitration (United States)

For users in the United States: If informal resolution is unsuccessful, any dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the arbitrator's decision shall be final and binding.

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. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Cambie regarding the Services.

14.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website and updating the "Last Updated" date.

Your continued use of the Services after any changes indicates your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

16. Contact Information

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

17. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.