Accepting these Terms. You accept these Terms when you do any of the following: (a) check the box or click the button accepting these Terms when you subscribe or sign up; (b) pay for a Subscription; or (c) access or use the Services. No signature or order form is required. If you accept on behalf of a company, you confirm that you have authority to bind that company, and "you" means that company. The Services are for business use only, and you may not use them for personal, family, or household purposes.
Partners. If a Customer has invited you to work with it in Amber as a supplier or other business partner, the Partner Terms at amber.ai/legal/partner-terms apply to you instead of these Terms.
How these Terms change. We may update these Terms as Amber grows. Section 17 explains how, including the advance notice we give for changes that materially and adversely affect you.
1. The Agreement
1.1 Documents. Your agreement with Amber (the "Agreement") consists of these Terms and the following documents, each incorporated by reference: (a) the Data Processing Addendum at amber.ai/legal/dpa (the "DPA"); (b) the Sub-processors page at amber.ai/legal/subprocessors; (c) any additional terms we present for a specific feature before you first use it ("Feature Terms"); and (d) any Quotes you accept under Section 1.2.
1.2 Quotes. Amber may offer you pricing, a Subscription commitment, Digital Workers, custom development, or other services in a written proposal, which may be a formal quote, a statement of work, or an email (a "Quote"). You accept a Quote by confirming it in writing, including by replying to Amber's email, or by using the Services or Digital Workers it describes after receiving it. A Quote governs only the pricing, commitments, and services it describes, and is otherwise governed by these Terms. A Quote does not change any other part of these Terms unless it expressly identifies the Section it changes and is set out in a document signed by an officer of Amber. An email alone is not enough to change these Terms.
1.3 Order of precedence. If documents conflict, this order applies, from highest to lowest: (a) the DPA, as to the processing of Personal Data; (b) Feature Terms, as to that feature; and (c) these Terms. An accepted Quote controls only as to the pricing, commitments, and services it describes, and as to any change to these Terms made in the manner required by Section 1.2.
1.4 Your paperwork does not apply. Terms in your purchase orders, vendor onboarding portals, supplier codes of conduct, security questionnaires, or similar documents are for your internal administrative purposes only and do not form part of the Agreement, even if Amber accepts, completes, or signs them.
1.5 Other Amber documents. Amber's Privacy Policy explains how Amber handles personal information for which Amber decides the purposes and means of processing, such as account and billing information. Amber's Website Terms of Use at amber.ai/legal/website-terms apply only to visitors of Amber's public websites. Neither document governs your use of the Services, which is governed by the Agreement.
2. Accounts, Users, and Partners
2.1 Your account. You must provide accurate account and billing information and keep it current. You are responsible for all activity under your account.
2.2 Users. You may allow your employees and contractors ("Users") to use the Services on your behalf. You are responsible for your Users' compliance with the Agreement, for managing their access and permissions, and for keeping their login credentials confidential. You will notify us promptly at security@amber.ai if you suspect unauthorized access to your account.
2.3 Affiliates. Your Affiliates may use the Services under your account as Users. You are responsible for their use as if it were your own.
2.4 Partners. The Services let you invite your suppliers, factories, agents, inspection companies, freight forwarders, customs brokers, and other businesses in your supply chain ("Partners") to work with you inside Amber, including through access links you send them. Inviting Partners is permitted use of the Services. Partners use the Services under Amber's Partner Terms at amber.ai/legal/partner-terms and are not charged by Amber. You are responsible for choosing whom to invite, what information and permissions to give them, and your business dealings with them. We may suspend a Partner's access if we reasonably believe it is misusing the Services.
3. Subscriptions, Fees, and Billing
3.1 Subscriptions. Your subscription (the "Subscription") consists of the plan, features, usage allowances, Digital Workers, and billing interval you select when you subscribe, later through your billing settings, or in an accepted Quote. Your billing interval (the "Billing Period") may be monthly, quarterly, annual, or another interval that Amber offers or agrees to.
3.2 Fees. You will pay all fees for your Subscription and any other Services you order, including subscription, usage-based, and outcome-based fees and fees for Digital Workers and custom development, as shown at checkout, on your billing settings page, or in an accepted Quote (the "Fees"). Fees are in U.S. dollars unless stated otherwise.
3.3 Payment. Unless Amber agrees to invoice you, you authorize Amber and its payment processor to charge your payment method on file at the start of each Billing Period, and for usage-based and outcome-based Fees monthly in arrears unless a Quote states otherwise, without further approval. You will keep a valid payment method on file. If a charge fails, we may retry it. If Amber agrees to invoice you, invoices are due within 30 days of the invoice date. For invoiced Fees, you are responsible for any bank or transfer fees so that Amber receives the full invoiced amount.
3.4 Price changes. We may change Fees by giving you at least 30 days' notice. A price change takes effect at the start of your first Billing Period that begins after the notice period ends. If you do not agree, you may cancel before the change takes effect.
3.5 Upgrades and downgrades. Upgrades take effect immediately and may be charged on a prorated basis. Downgrades take effect at the start of your next Billing Period.
3.6 No refunds. Fees are non-refundable, and there are no refunds or credits for partial Billing Periods, downgrades, or unused features, except where these Terms expressly provide a refund.
3.7 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes relating to the Services, whether or not we list them on an invoice, other than taxes on Amber's net income. If you are required to withhold tax, you will increase your payment so that Amber receives the full amount it would have received without the withholding.
3.8 Late payment. Overdue amounts accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower. You will reimburse Amber's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees.
3.9 Billing disputes. If you dispute a charge in good faith, you must tell us at billing@amber.ai within 30 days after the charge or invoice date, with reasonable detail, and pay any undisputed amount on time. We will work with you in good faith to resolve the dispute within 15 days. You will not initiate a chargeback or payment reversal without first following this Section. If you do, we may suspend the Services and recover the reversed amount and any related fees.
3.10 Outcome-based Fees. Where Fees are based on outcomes delivered, the applicable Quote describes what counts as an outcome. Amber's records of outcomes delivered determine the Fees owed, absent clear error. You may dispute the count under Section 3.9. Outcome-based Fees are owed only for outcomes delivered, and not delivering an outcome is not a breach of the Agreement.
4. Term, Renewal, and Cancellation
4.1 Term. The Agreement starts when you first accept these Terms and continues until your Subscription ends.
4.2 Automatic renewal. Your Subscription renews automatically for successive Billing Periods of the same length until you or Amber cancels it.
4.3 Cancellation by you. You may cancel at any time in your billing settings or by emailing billing@amber.ai. Cancellation takes effect at the end of your current Billing Period, and you will not be charged again. You may also cancel an individual Digital Worker in the same way, effective at the end of the current Billing Period. If a Quote includes a minimum term or commitment, cancellation takes effect at the end of that term and you remain responsible for the committed Fees.
4.4 Cancellation by Amber. Amber may cancel your Subscription or end the Agreement for any reason by giving you at least 30 days' notice. If Amber does so before the end of a Billing Period you have prepaid, Amber will refund the prepaid Fees for the remaining part of that Billing Period.
5. Acceptable Use
5.1 Permitted use. Subject to the Agreement, during your Subscription you may access and use the Services for your internal business purposes.
5.2 Restrictions. You will not, and will not allow anyone else to:
(a) sell, resell, rent, sublicense, or otherwise provide the Services to anyone other than your Users and Partners;
(b) copy, modify, or create derivative works of the Services, or reverse engineer, decompile, or attempt to discover their source code or underlying models, except to the extent the law prohibits this restriction;
(c) use the Services, or data extracted from them, to build or train a competing product or service;
(d) scrape, crawl, or systematically extract data from the Services by automated means other than through the features or APIs Amber provides;
(e) circumvent usage limits, access controls, or security measures, or perform security or vulnerability testing without Amber's prior written permission;
(f) access accounts or data you are not authorized to access;
(g) upload malware or interfere with or disrupt the Services or other customers' use of them;
(h) use the Services to send spam or unlawful communications, or to deceive, harass, or impersonate anyone;
(i) use the Services in violation of any law, including export control, sanctions, anti-bribery, customs, and forced-labor laws;
(j) use the Services in any situation where their failure could reasonably be expected to lead to death, bodily injury, or environmental damage; or
(k) submit Prohibited Data (Section 6.4).
5.3 Sanctions. You confirm that neither you nor any of your owners or 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. You will not use the Services to deal with any such person or place.
6. Customer Data
6.1 Your data stays yours. As between you and Amber, you own your Customer Data. You grant Amber a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and modify Customer Data as needed to provide, secure, and support the Services, to create Aggregated Data under Section 7.2, and as otherwise permitted by the Agreement.
6.2 Your responsibilities. You are responsible for the accuracy and legality of Customer Data, and for having all rights, notices, and consents needed for Amber to process it under the Agreement, including Personal Data about your employees, Partners, and other individuals.
6.3 Business financial information. The Services are designed to handle business financial information, such as supplier bank details, payment terms, and pricing that appear on purchase orders, invoices, quotes, and similar documents. Submitting this information is permitted.
6.4 Prohibited Data. You will not submit to the Services: (a) health information regulated by HIPAA; (b) Social Security numbers, passport numbers, driver's license numbers, or other government-issued identification numbers of individuals; (c) payment card numbers, or bank account numbers belonging to individuals in their personal (non-business) capacity; or (d) information about individuals' racial or ethnic origin, religious beliefs, health, sex life or sexual orientation, genetic or biometric data, or other categories of sensitive personal information defined by applicable privacy law (together, "Prohibited Data"). If Prohibited Data is included incidentally in a document you upload, you will delete or redact it once you become aware of it. Amber has no liability for Prohibited Data submitted in breach of this Section.
6.5 Export and deletion. You may export Customer Data at any time during your Subscription using the export features of the Services. For 30 days after your Subscription ends, Amber will keep your Customer Data available for export on request, unless Amber terminated the Agreement for your breach. Amber will then delete Customer Data within 90 days, except for copies kept in routine backups (which are deleted on their normal cycle) or that the law requires Amber to keep.
7. Usage Data and Aggregated Data
7.1 Usage Data. Amber may collect Usage Data and use it to operate, secure, support, improve, and develop Amber's products and services.
7.2 Aggregated Data. Amber may create Aggregated Data and use it for any lawful purpose, including to provide benchmarks, cost and lead-time indices, and supplier performance insights. Aggregated Data will not identify you, your Users, or any individual, and will not reveal your individual prices, costs, or commercial terms with any supplier. Aggregated Data includes aggregate performance ratings of Partners, based on each Partner's activity across Amber customers. Amber shows a Partner's rating only to customers that work with that Partner, and a rating will not reveal which other customers a Partner works with or any customer's data. Aggregated Data will not be derived from data Amber obtains through your connected email or productivity accounts (such as Google Workspace or Microsoft 365).
7.3 Disclosure. Amber will only share Usage Data or Aggregated Data outside Amber in a form that meets the requirements of Section 7.2.
8. AI Features and Digital Workers
8.1 AI providers. The Services use artificial intelligence models from third-party providers listed on the Sub-processors page. Amber uses these providers under commercial terms that do not permit them to use Customer Data to train their models.
8.2 No training for others. Amber will not use Customer Data to train or fine-tune any artificial intelligence model that is made available to any other customer, except in the form of Aggregated Data.
8.3 Outputs. AI-generated outputs, including summaries, extracted data, reconciliations, recommendations, landed-cost and duty estimates, and tariff classification suggestions, may be incomplete or inaccurate. Outputs are not legal, customs, tax, accounting, or financial advice. You are responsible for reviewing outputs before relying on them. As between you and Amber, you own the outputs generated for you from Customer Data, and they are treated as Customer Data.
8.4 Digital Workers. Some features of the Services ("Digital Workers") can take actions on your behalf, such as composing and sending messages to Partners from connected accounts, creating or updating purchase orders and other records, and reconciling documents ("Agent Actions"). You control which Agent Actions are enabled, which require approval, and who can approve them, using the settings in the Services. You authorize Amber to perform each Agent Action that is enabled and, where approval is required, approved under those settings, and you are bound by each such Agent Action as if you had taken it yourself. Amber is responsible for performing Agent Actions in line with your settings. Amber is not responsible for the business outcome of an authorized Agent Action or for how recipients respond to it.
8.5 Custom Digital Workers. Amber may build or configure Digital Workers for your specific workflows under a Quote. Amber does not guarantee that any Digital Worker will achieve a particular result, volume, or business outcome.
9. Integrations and Third-Party Services
9.1 Integrations. You may connect the Services to third-party products such as commerce, accounting, ERP, email, file storage, and communication platforms ("Third-Party Services"). When you connect a Third-Party Service, you authorize Amber to exchange Customer Data with it as needed for the integration. Your use of a Third-Party Service is governed by your agreement with its provider.
9.2 No responsibility for Third-Party Services. Amber does not control and is not responsible for Third-Party Services, including their availability, security, or changes to their APIs. A change to or discontinuation of a Third-Party Service that affects an integration is not a breach of the Agreement.
9.3 Freight coordination. The Services include tools to plan, track, and coordinate shipments and related documents with the carriers, freight forwarders, and customs brokers you work with ("Logistics Providers"). Amber is a software provider. Amber is not a carrier, freight forwarder, customs broker, or other transportation intermediary, and does not take possession of goods, issue transport documents, or conduct customs business. Transportation and customs services are performed by Logistics Providers under your agreements with them. You are responsible for the accuracy of the shipment and customs information you provide, including product descriptions, classifications, values, and country of origin, and for all charges, duties, taxes, and penalties relating to your goods.
10. Security and Data Protection
10.1 Security. Amber maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described on Amber's Security page at amber.ai/security. Customer Data is hosted in the United States.
10.2 DPA. When Amber processes Personal Data within Customer Data, Amber does so as your service provider and processor under the DPA, which applies automatically without a separate signature.
11. Confidentiality
11.1 Obligations. Each party (the "Recipient") will use the other party's (the "Discloser") Confidential Information only to perform its obligations and exercise its rights under the Agreement, will not disclose it except as allowed in this Section, and will protect it with at least reasonable care.
11.2 Permitted disclosure. The Recipient may disclose Confidential Information to its and its Affiliates' employees, contractors, advisors, and service providers (including sub-processors) who need to know it for purposes of the Agreement and are bound by confidentiality obligations at least as protective as this Section. Amber may also disclose Customer Data to Partners and Third-Party Services as you direct through the Services. The Recipient is responsible for their compliance.
11.3 Legally required disclosure. The Recipient may disclose Confidential Information when required by law, after giving the Discloser reasonable advance notice (where legally allowed) and reasonable help, at the Discloser's expense, to seek confidential treatment.
11.4 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a confidentiality obligation; (c) the Recipient receives from someone else without a confidentiality obligation; or (d) the Recipient develops independently without using the Discloser's Confidential Information.
12. Intellectual Property and Feedback
12.1 Amber's rights. Amber and its licensors own the Services, Usage Data, Aggregated Data, and all related technology, including improvements. Except for the rights expressly granted in the Agreement, no rights are granted to you.
12.2 Feedback. If you give Amber suggestions or feedback, Amber may use them without restriction or obligation to you.
12.3 Custom work. Unless a document signed by an officer of Amber says otherwise, Amber owns all Digital Workers, integrations, software, and other work it creates for you, including under a Quote, and they form part of the Services. Amber may build similar work for other customers, but will not use your Confidential Information to do so. Your Customer Data remains yours under Section 6.1.
13. Warranties and Disclaimers
13.1 Mutual. Each party confirms that it has the authority to enter into the Agreement and will comply with the laws that apply to its performance under it.
13.2 Amber's warranty. Amber will not materially reduce the core functionality of your Subscription during a Billing Period you have prepaid, except where required by law, caused by a Third-Party Service, needed to address a security risk, or where the functionality is replaced with materially similar functionality. If Amber breaches this warranty and does not fix the breach within 30 days after you notify us with reasonable detail, you may cancel your Subscription and Amber will refund the prepaid Fees for the remaining part of that Billing Period. This is your sole remedy for breach of this warranty.
13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, INCLUDING ALL OUTPUTS, AGENT ACTIONS, DIGITAL WORKERS, ESTIMATES, AND BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE". AMBER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS OR ESTIMATES WILL BE ACCURATE OR COMPLETE, OR THAT ANY DIGITAL WORKER WILL ACHIEVE A PARTICULAR RESULT. AMBER IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, LOGISTICS PROVIDERS, OR PARTNERS, OR FOR THE QUALITY, SAFETY, OR COMPLIANCE OF YOUR PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
14. Limitation of Liability
14.1 General cap. EXCEPT AS PROVIDED IN SECTION 14.4, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY YOU TO AMBER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) US$1,000 (THE "GENERAL CAP").
14.2 Increased cap. FOR CLAIMS ARISING FROM (A) A PARTY'S BREACH OF SECTION 11 (CONFIDENTIALITY), (B) AMBER'S BREACH OF SECTION 10 (SECURITY AND DATA PROTECTION) OR THE DPA, OR (C) A PARTY'S OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION), EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES THE GENERAL CAP. THIS INCREASED CAP REPLACES, AND IS NOT IN ADDITION TO, THE GENERAL CAP FOR THOSE CLAIMS.
14.3 Excluded damages. EXCEPT AS PROVIDED IN SECTION 14.4, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.
14.4 Exceptions. SECTIONS 14.1 AND 14.3 DO NOT LIMIT: (A) A PARTY'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (B) YOUR OBLIGATION TO PAY FEES; (C) YOUR LIABILITY FOR BREACH OF SECTION 5.2(b), (c), OR (d); OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SECTION 14.3 DOES NOT LIMIT AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 15.
14.5 Scope. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. Indemnification
15.1 By Amber. Amber will defend you against any third-party claim alleging that the Services, when used as permitted by the Agreement, infringe or misappropriate that third party's U.S. patent, copyright, trademark, or trade secret, and will pay the damages and costs finally awarded against you, or agreed in a settlement approved by Amber, for that claim. Amber has no obligation for claims arising from Customer Data, Third-Party Services, combinations with items Amber did not provide, modifications Amber did not make, or use in breach of the Agreement. If the Services are, or Amber believes they may be, subject to such a claim, Amber may obtain the right for you to keep using them, modify them to avoid the claim, or, if neither is commercially reasonable, end your Subscription and refund prepaid Fees for the remaining part of the Billing Period.
15.2 By you. You will defend Amber and its Affiliates, officers, directors, and employees against any third-party claim arising from: (a) Customer Data; (b) your breach of Section 5; (c) your products, including their design, manufacture, labeling, safety, import, export, customs treatment, and sale; (d) your dealings with Partners, Logistics Providers, and your own customers; (e) Agent Actions authorized under your settings; or (f) 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.
15.3 Process. The party seeking defense must promptly notify the other party of the claim (a delay only reduces the defending party's obligations to the extent it is prejudiced), give the defending party sole control of the defense and settlement, and provide reasonable cooperation at the defending party's expense. The defending party may not settle a claim in a way that admits fault by, or imposes obligations on, the other party without its consent. The defended party may participate with its own counsel at its own expense.
15.4 Exclusive remedy. This Section 15 is each party's exclusive remedy for the third-party claims it covers.
16. Suspension and Termination
16.1 Suspension. Amber may suspend all or part of your or any User's or Partner's access to the Services if: (a) any amount you owe is more than 15 days overdue; (b) you breach Section 5; (c) Amber reasonably believes suspension is needed to protect the Services, Amber, other customers, or third parties, or to address a security threat or suspected fraud; or (d) the law requires it. Where practical, Amber will notify you before suspending, will limit the suspension to what is needed, and will restore access once the issue is resolved.
16.2 Termination for cause. Either party may terminate the Agreement by notice if the other party: (a) materially breaches the Agreement and does not cure the breach within 30 days after notice (10 days for non-payment); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings not dismissed within 60 days. Amber may terminate immediately if required to comply with sanctions or export control laws.
16.3 Effect. When the Agreement ends: (a) your right to use the Services ends, subject to Section 6.5; (b) all amounts you owe become due; and (c) each party will delete the other's Confidential Information, subject to Section 6.5 and routine backup and legal retention. Sections that by their nature should survive will survive, including Sections 3 (for amounts owed), 6.5, 7, 11, 12, 13.3, 14, 15, 16.3, and 20 through 23.
17. Changes to These Terms
17.1 Our right to update. Amber may modify these Terms, the DPA, the Sub-processors page, or any Feature Terms at any time by posting the modified version at the same web address and updating its "Last updated" date. Your signature or further consent is not required for a modification to take effect.
17.2 Notice of adverse changes. If a modification materially and adversely affects your rights or obligations or your use of the Services (an "Adverse Change"), Amber will give you at least 30 days' notice before it takes effect by email to your account's primary email address, by notice in the Services, or both. Amber may make an Adverse Change on shorter notice if it is required by law, a court, a government authority, or a Third-Party Service provider, or is needed to address security, fraud, or abuse, in which case Amber will give notice as soon as practical. Changes to sub-processors follow the notice process in the DPA. All other modifications take effect when posted.
17.3 Acceptance. If you continue to access or use the Services, or pay for your Subscription, after a modification takes effect, you accept the modified Terms.
17.4 Your right to leave. If you do not agree to a modification, you may cancel your Subscription before it takes effect. If you cancel because of an Adverse Change that takes effect during a Billing Period you have prepaid, and you tell us that is the reason within the notice period, Amber will refund the prepaid Fees for the remaining part of that Billing Period.
17.5 Changes apply going forward. A modification applies only to events and claims that arise after it takes effect. It does not apply to any dispute that arose, or that either party had notice of, before it took effect.
17.6 What these rules do not cover. Price changes follow Section 3.4. A modification under this Section does not change the Fees, commitments, or services in an accepted Quote during its term.
17.7 Prior versions. Amber will make prior versions of these Terms available on request or on its legal page.
18. Changes to the Services and Beta Features
18.1 Changes to the Services. Amber regularly adds, changes, and removes features. Amber may do so at any time, subject to Section 13.2.
18.2 New features. Some new features may be subject to Feature Terms, which Amber will present before you first use the feature. Your first use of the feature constitutes acceptance of its Feature Terms.
18.3 Beta features. Amber may offer features identified as beta, preview, early access, or similar ("Beta Features"). Beta Features are optional, provided "AS IS", excluded from Sections 13.2 and 15.1, and may be changed or discontinued at any time. AMBER'S TOTAL LIABILITY ARISING FROM BETA FEATURES WILL NOT EXCEED US$1,000.
19. Publicity
Amber may identify you as a customer, including by using your name and logo on Amber's website and in marketing materials, in line with any brand guidelines you provide. You may opt out at any time by emailing legal@amber.ai, and Amber will remove your name and logo from materials it controls within 30 days. Case studies, testimonials, and press releases require your prior approval, which may be given by email.
20. Notices and Electronic Communications
20.1 Notices to Amber. Legal notices to Amber must be sent to legal@amber.ai.
20.2 Notices to you. Amber may send notices to your account's primary email address or post them in the Services. You are responsible for keeping that email address current and monitored.
20.3 When notices are given. Email notices are deemed given when sent, unless the sender receives a delivery failure message. Notices posted in the Services are deemed given when posted.
20.4 Electronic acceptance. You agree that electronic acceptance of these Terms, and electronic notices and records, satisfy any legal requirement for a signature or writing. Amber's records of your acceptance, including the version accepted and the time of acceptance, are presumed accurate absent clear error.
21. Governing Law and Disputes
21.1 Governing law. The laws of the State of Delaware govern the Agreement and all disputes arising out of or relating to it, without regard to conflict of laws rules.
21.2 Courts. Any suit or proceeding arising out of or relating to the Agreement must be brought exclusively in the state or federal courts located in Delaware, and each party submits to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.
21.3 Jury waiver. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.
21.4 Time limit. To the extent permitted by law, any claim arising out of or relating to the Agreement must be brought within one year after it arises, except claims for unpaid Fees.
22. General
22.1 Entire agreement. The Agreement is the entire agreement between you and Amber about its subject and supersedes all prior or contemporaneous agreements, proposals, and statements about it.
22.2 Assignment. You may not assign the Agreement without Amber's prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of your business or assets, if the successor is not an Amber competitor and you notify Amber. Amber may assign the Agreement without your consent to an Affiliate or a successor in a merger, acquisition, reorganization, or sale of all or substantially all of its business or assets. Any other attempted assignment is void.
22.3 Subcontractors. Amber may use subcontractors and sub-processors to provide the Services and remains responsible for their performance under the Agreement.
22.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, pandemics, government action, labor disputes (other than its own workforce), or failures of the internet, utilities, or third-party hosting providers. This Section does not excuse your obligation to pay Fees.
22.5 Waiver and severability. A waiver is effective only if in writing and signed by the waiving party. 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 the Agreement will remain in effect.
22.6 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.
22.7 No third-party beneficiaries. There are no third-party beneficiaries of the Agreement, except the persons protected under Section 15.2.
22.8 Government use. The Services are "commercial computer software" and "commercial items" under FAR 12.212 and DFARS 227.7202, and any U.S. Government use is governed solely by the Agreement.
22.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation". The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
23. Definitions
- "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests.
- "Aggregated Data" means data derived from Customer Data, Usage Data, or data of other customers that is aggregated or de-identified so that it meets the requirements of Section 7.2.
- "Confidential Information" means non-public information disclosed by or for a party in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Your Confidential Information includes Customer Data. Amber's Confidential Information includes non-public information about the Services and the terms of any Quote.
- "Customer Data" means data, documents, and other materials submitted to the Services by or for you, your Users, or your Partners, or obtained by the Services from your connected accounts and Third-Party Services, and the outputs generated from them. Customer Data excludes Usage Data and Aggregated Data.
- "Personal Data" means information relating to an identified or identifiable individual that is protected as personal data or personal information under applicable law.
- "Services" means Amber's hosted software platform, including its AI features, Digital Workers, integrations, applications, and documentation, as included in your Subscription.
- "Usage Data" means data about the operation, performance, and use of the Services, such as logs, metrics, and feature usage, excluding Customer Data.
- Other capitalized terms have the meanings given where they are first used in bold.
Amber Tech Inc.
2261 Market Street, Suite 85864
San Francisco, CA 94114, United States
legal@amber.ai