Accepting these Partner Terms. You accept these Partner Terms when you create an Amber account, or when you continue into Amber from a link a brand sends you, after being shown these Partner Terms. If you accept on behalf of a company, you confirm that you have authority to bind that company, and "you" means that company. Amber is for business use only.
Amber is free for Partners. Amber does not charge Partners for using Amber.
1. How Amber Works for Partners
1.1 The platform. Amber is software that brands use to manage product development, sourcing, purchase orders, quality, and shipments. Brands that subscribe to Amber ("Brands") can invite Partners to work with them inside Amber.
1.2 Access comes from Brands. You can use Amber to work with a Brand only while that Brand has invited you and keeps your access active. Each Brand controls which of its information you can see and what you can do in its workspace.
1.3 Separate workspaces. If you work with more than one Brand on Amber, each Brand can see only the information you share with that Brand, and you can see only the information each Brand shares with you.
2. Your Relationship with Each Brand
2.1 Amber is not a party to your deals. Your business relationship with each Brand, including samples, quotes, purchase orders, prices, payment, delivery, quality, and inspections, is between you and that Brand. Amber is not a party to those arrangements, does not act as an agent for you or the Brand, and does not guarantee that a Brand will pay you or perform its obligations.
2.2 Actions in Amber can bind you to a Brand. When you accept a purchase order, submit or confirm a quote, confirm a sample, or take a similar action in Amber, you may be making a binding commitment to the Brand. That commitment is governed by your agreements with the Brand and applicable law, not by these Partner Terms.
2.3 Your agreements with Brands. Nothing in these Partner Terms changes any agreement between you and a Brand. If you and a Brand disagree, you will resolve it directly with the Brand. Amber has no obligation to take part in or resolve disputes between you and a Brand.
3. Accounts and Access Links
3.1 Accounts. You may create an Amber account for your business and invite your employees and contractors to use it ("Partner Users"). You are responsible for all activity under your account and for your Partner Users' compliance with these Partner Terms.
3.2 Access links. A Brand may send you a link that gives access to Amber without creating an account. Anyone who uses a link sent to you is treated as acting on your behalf. Keep links confidential, and do not forward them outside your business.
3.3 Security. You will keep your login credentials and access links secure, and will notify Amber at security@amber.ai if you believe your account or a link has been used without permission.
3.4 Accurate information. You will provide accurate information about your business and Partner Users and keep it current.
4. What You Can Do in Amber
Depending on the permissions each Brand gives you, you may use Amber to:
- receive, view, and respond to sample requests, quotes, purchase orders, and quality control inspection requests;
- upload documents such as invoices, packing lists, certificates, and test reports;
- create and send advance shipping notifications;
- update production and order statuses; and
- message the Brand.
Amber may add, change, or remove features at any time.
5. Your Content
5.1 What your content is. "Partner Content" means the information, documents, messages, statuses, and other materials that you or your Partner Users submit to Amber, including through access links.
5.2 Accuracy. Brands rely on the information you provide in Amber to run their businesses. You are responsible for making sure that Partner Content is accurate, complete, and not misleading, including invoices, packing lists, shipping notifications, production statuses, and quality information. You will correct any error promptly after you become aware of it.
5.3 Your rights to share it. You confirm that you have the right to submit Partner Content to Amber and to share it with the Brand, and that doing so does not violate any law, contract, or third-party right.
5.4 Partner Content becomes part of the Brand's records. When you submit Partner Content in connection with a Brand, you grant that Brand the right to access, use, copy, and keep it for its business purposes, and you grant Amber a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and modify it to provide Amber to you and the Brand, to create Performance Insights and aggregated data under Section 6, and as described in Amber's Privacy Policy. Partner Content shared with a Brand forms part of that Brand's records in Amber, which the Brand controls under its agreement with Amber. The Brand may keep it after you stop using Amber or after your access ends.
5.5 Business financial information. You may include business bank details and payment information on invoices and similar documents. You will not submit government-issued identification numbers of individuals, personal bank account or payment card numbers of individuals, health information, or other sensitive personal information about individuals.
6. Performance Insights
6.1 What Amber may do. Amber may use information about your activity in Amber across Brands, such as on-time delivery, response times, production status accuracy, and quality inspection results, to create an aggregate rating of your performance as a business ("Performance Insights"). Amber shows Performance Insights only to Brands that work with you in Amber.
6.2 What Amber will not reveal. Performance Insights will not reveal which other Brands you work with, which other Partners a Brand works with, or any Brand's or your prices, costs, order volumes, or commercial terms, and will not include personal information about your Partner Users.
6.3 Aggregated data. Amber may also combine Partner Content with other data in aggregated and de-identified form that does not identify you, any Brand, or any individual, and use it for any lawful purpose, such as industry benchmarks.
7. AI Features and Brand Automations
7.1 AI features. Amber uses artificial intelligence to process information in the platform, such as reading documents, extracting data, and summarizing messages. Partner Content may be processed by the AI providers listed at amber.ai/legal/subprocessors. Amber uses these providers under commercial terms that do not permit them to train their models on the information Amber sends them.
7.2 Brand automations. Brands may use Amber's AI agents to send you messages, requests, and documents, and to read and act on your responses, on the Brand's behalf. Messages you receive from a Brand through Amber, including messages generated by those agents, come from the Brand.
7.3 Outputs. AI-generated content in Amber, such as translations, summaries, and extracted data, may be inaccurate. You are responsible for checking information before relying on it, and for the accuracy of what you submit even if Amber helped prepare it.
8. Acceptable Use
You will not, and will not allow anyone else to:
(a) submit false, forged, or misleading documents or information, or impersonate any person or business;
(b) access or attempt to access information, accounts, or workspaces you are not authorized to access, including other Brands' or Partners' information;
(c) copy, scrape, or systematically extract data from Amber, or use Amber or its data to build a competing product;
(d) reverse engineer, decompile, or attempt to discover Amber's source code, except to the extent the law prohibits this restriction;
(e) circumvent security or access controls, perform security testing without Amber's written permission, or interfere with or disrupt Amber;
(f) upload malware or other harmful code;
(g) use Amber to send spam or unlawful communications, or to harass anyone;
(h) sell, resell, or provide access to Amber to anyone outside your business; or
(i) use Amber in violation of any law, including anti-bribery, anti-corruption, sanctions, export control, customs, labor, and forced-labor laws.
You confirm that neither you nor any of your owners or Partner Users is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is on, or 50% or more owned by anyone on, a U.S. government restricted-party list.
9. Privacy and International Use
9.1 Privacy. Amber's Privacy Policy at amber.ai/legal/privacy explains how Amber handles personal information about you and your Partner Users. Personal information in Partner Content that you share with a Brand is also handled on behalf of that Brand.
9.2 Your Partner Users. You will give your Partner Users, and any other individuals whose information you submit, any notice required by law, and obtain any consent required by law, for their information to be processed as described in these Partner Terms and the Privacy Policy.
9.3 Transfer to the United States. Amber is based in the United States, and information in Amber is hosted in the United States. By using Amber, you understand that Partner Content and information about you and your Partner Users will be transferred to and processed in the United States, where privacy laws may differ from those in your country.
9.4 Communications. You agree that Amber may send you and your Partner Users emails and in-app notifications about activity in Amber, such as new purchase orders, messages, and requests from Brands, and about your account and these Partner Terms.
10. Suspension and Ending Access
10.1 Brands control access. A Brand may limit or remove your access to its workspace at any time. If a Brand stops using Amber, your access to that Brand's workspace ends.
10.2 Suspension by Amber. Amber may suspend or end your access to Amber, or any Partner User's access, at any time if Amber reasonably believes you have breached these Partner Terms, to protect Amber, Brands, or others, or if required by law. Amber may also stop offering Amber to Partners in general.
10.3 Leaving Amber. You may stop using Amber at any time and may ask Amber to close your account by emailing legal@amber.ai. Closing your account does not delete Partner Content that forms part of a Brand's records under Section 5.4.
10.4 Survival. Sections 2, 5.4, 6, 11, 12, 13, 15, 16, and 17 survive after your access ends.
11. Disclaimers
AMBER IS PROVIDED TO PARTNERS FREE OF CHARGE, "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AMBER DOES NOT WARRANT THAT AMBER WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED CONTENT WILL BE ACCURATE, OR THAT ANY BRAND WILL PLACE ORDERS WITH YOU, PAY YOU, OR PERFORM ITS OBLIGATIONS. AMBER IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY BRAND.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) AMBER WILL NOT BE LIABLE FOR LOST PROFITS OR REVENUE, LOST ORDERS OR BUSINESS OPPORTUNITIES, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE PARTNER TERMS OR YOUR USE OF AMBER, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) AMBER'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE PARTNER TERMS OR YOUR USE OF AMBER WILL NOT EXCEED US$100. THESE LIMITATIONS DO NOT APPLY TO LIABILITY FOR AMBER'S FRAUD OR WILLFUL MISCONDUCT OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
13. Indemnification
You will defend Amber and its affiliates, officers, directors, and employees against any third-party claim, including a claim by a Brand, arising from: (a) Partner Content; (b) your breach of these Partner Terms; (c) your dealings with any Brand; or (d) your violation of law. You will pay the damages, fines, penalties, and costs finally awarded against them, or agreed in a settlement you approve, for that claim. Amber will notify you promptly of the claim, give you control of its defense and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a way that admits fault by, or imposes obligations on, Amber without Amber's consent.
14. Changes to These Partner Terms
14.1 Updates. Amber may modify these Partner Terms at any time by posting the modified version at the same web address and updating the "Last updated" date.
14.2 Notice. If a modification materially and adversely affects your rights, Amber will give you at least 15 days' notice before it takes effect, by email to your account's email address or by notice in Amber, unless the change is required by law or needed to address security, fraud, or abuse. Other modifications take effect when posted.
14.3 Acceptance. If you continue to use Amber after a modification takes effect, you accept the modified Partner Terms. If you do not agree, stop using Amber.
14.4 Changes apply going forward. A modification applies only to events and claims that arise after it takes effect.
15. Governing Law and Disputes
15.1 Governing law. The laws of the State of Delaware govern these Partner Terms and all disputes arising out of or relating to them or your use of Amber, without regard to conflict of laws rules.
15.2 Courts. Any suit or proceeding arising out of or relating to these Partner Terms or your use of Amber must be brought exclusively in the state or federal courts located in Delaware, and you submit to their jurisdiction. Amber may seek injunctive relief in any court of competent jurisdiction to protect Amber, its data, or its intellectual property.
15.3 Jury waiver. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE PARTNER TERMS.
15.4 Time limit. To the extent permitted by law, any claim arising out of or relating to these Partner Terms or your use of Amber must be brought within one year after it arises.
16. General
16.1 Entire agreement. These Partner Terms and the Privacy Policy are the entire agreement between you and Amber about your use of Amber, and supersede any prior agreements or statements about it. Terms in your quotations, invoices, order confirmations, or other documents do not bind Amber.
16.2 Language. Amber may provide translations of these Partner Terms. If a translation conflicts with the English version, the English version controls.
16.3 Amber's rights. Amber and its licensors own Amber and all related technology, including Performance Insights and aggregated data. If you give Amber feedback, Amber may use it without restriction or obligation to you.
16.4 Assignment. You may not assign these Partner Terms without Amber's prior written consent. Amber may assign them without your consent.
16.5 Waiver and severability. A failure or delay in enforcing a right is not a waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Partner Terms will remain in effect.
16.6 Relationship. You and Amber are independent contractors. Nothing in these Partner Terms creates a partnership, joint venture, agency, or employment relationship. The word "Partner" describes your role in the supply chain, not a legal partnership.
16.7 Electronic acceptance and notices. Electronic acceptance of these Partner Terms and electronic notices satisfy any legal requirement for a signature or writing. Legal notices to Amber must be sent to legal@amber.ai. Amber may send notices to your account's email address or in Amber.
16.8 No third-party beneficiaries. There are no third-party beneficiaries of these Partner Terms, except the persons protected under Section 13.
17. Definitions
- "Amber" means Amber Tech Inc. and, where the context requires, the Amber software platform and related services.
- "Brand" has the meaning given in Section 1.1.
- "Partner Content" has the meaning given in Section 5.1.
- "Partner Users" has the meaning given in Section 3.1.
- "Performance Insights" has the meaning given in Section 6.1.
Amber Tech Inc.
2261 Market Street, Suite 85864
San Francisco, CA 94114, United States
legal@amber.ai