Terms of Use

Last updated: March 7, 2022
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AMBERFLO.IO INC. ("WE","US", "OUR", "COMPANY", OR "AMBERFLO") WELCOMES YOU (“CLIENT”, "USER", "YOU", OR "YOUR") TO OUR PLATFORM. THE FOLLOWING TERMS (THE “AGREEMENT”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE PLATFORM. THE PLATFORM IS PROVIDED SOLELY FOR YOUR OWN USE. BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM "YOU" OR "CLIENT" WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE PLATFORM.

Definitions

1. "Account"means an online account registered by you for the purpose of using the Services.
2. “Client Product” means the Client’s product in connection with which the Client uses the Services.
3. "Content" means any files, data, material and information submitted, uploaded and stored by you through the Service.
4. “Customer” means a user of the Client Product.
5. "Platform" means Amberflo's hosted proprietary technology services designed to enable Client to incorporate the SaaS features enabled through the Account.
6. "Services" means any applications, products, services, documentation, and software made available through the Platform and enabled by Client through the Account.
7. "You" or "Client" means the company or other legal entity and its affiliates for which you are accepting these Terms.

The Services

1. Following the initial registration of an Account you will have the ability to access the Platform and use the Services solely for the purpose of implementation of the Services on the Client Products. We may update the Services from time to time, including adding or removing functions.
2. During the Term and subject to Client’s compliance with the terms and conditions of this Agreement, Amberflo grants Client a non-exclusive, non-transferable (except as permitted herein), non-sublicense able (except as permitted herein), limited, revocable right (i) for Client employees, agents, representatives and contractors who are permitted to access the Services through the applicable Account ("Authorized Users") to access the Amberflo Platform and marketing, offering, promoting, making available and distributing the Services as a feature within the Client Products either directly or indirectly, under brand names selected by Client at Client’s sole discretion; and (ii)upload Amberflo's proprietary code and access the documented features of Amberflo's APIs according to Amberflo's instructions and technical documentation("Documentation").
3. Some Services may require you to download software. Subject to your compliance with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use such software, under the terms of any license accompanying such software. If any software is offered under an open source license, we will make the license available to you and the provisions of that license shall apply not with standing any provisions to the contrary under these Terms.
4. The Service is subject to usage limitations according to the service level chosen by Client through the Account and the pricing applicable thereto as reflected on our pricing page. Exceeding the limitations may incur excess charges.

Registration and User Account

1. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate.
2. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
3. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to subscribe or unsubscribe for Services, migrate between hosting models, and delete, copy, or view Content and data accessible in your Account. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service, Users will no longer be able to access such Service or any of the Content within such Service.
4. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
5. You may delete your Account at any time. Upon termination of the Services to you, the Account will be terminated, and from the date of termination you will no longer be able to access your Account. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account.

Your Content

1. You grant us a worldwide, non-exclusive license to host, copy and use your Content as required by us to provide you with the Services. Subject to this limited license we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content.
2. You warrant that you have full rights to provide to us any Content that you provide through the Services.

Fees and Payment

1. You will pay, and you authorize Amberflo to charge using your selected payment method for, all fees with respect to Services subscribed to by you through the Platform. Fees are non-refundable except as required by law.
2. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. We may suspend or terminate the Services if fees are past due.
3. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

Use Obligations and Restrictions

1. Client agrees to do each of the following: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by its Users,Customers or other individuals to whom Client provides access. Client represents and warrants that it is in compliance with its agreements with its Customers governing their use of Client Products and such agreements allow Client to grant Amberflo the rights granted hereunder in connection with the data collected by the Services, including with regard to employees and contractors of Customers using the Client Products.
2. You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services other than to Customers, as incorporated in the Client Product, by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or that violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e) reverse engineer or decompile the Services, attempt todo so, or assist anyone in doing so.

Data Protection and Privacy

1. Amberflo shall process personal data as necessary to perform the Services, in accordance with the terms of the Privacy Policy available at here.

Intellectual Property Rights

1. All rights not expressly granted to you under these Terms are reserved by Amberflo and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to you an interest in or to Amberflo’s intellectual property rights. Nothing in theTerms constitutes a waiver of Amberflo’s Intellectual Property Rights under any law.
2. To the extent you provide us any feedbacks, comments or suggestions ("Feedback"),you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

Indemnification

You will indemnify, defend, and hold harmless Amberflo, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs(including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.

Disclaimers of Warranties

1. THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND AMBERFLO DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
2. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

Limitation of Liability

1. IN NO EVENT WILL AMBERFLO BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA,BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED,REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF AMBERFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL AMBERFLO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Term and Termination

1. These Terms commence on the date you first accept them and will remain in effect for the period of your subscription to the applicable Services as set forth in the Order entered into between you and Amberflo (the "Initial Term"), and thereafter shall automatically renew for additional consecutive periods equal to the Initial Term (together, the "Term") unless either party notifies the other of its intent not to renew at least 30 days prior to the expiration of the then current Term, or until these Terms are terminated. If no such Order is applicable, these Terms commence on the date you first accept them and will remain in effect until you choose to terminate your Account (the "Term").
2. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if you do not comply with these Terms.
3. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability Governing Law and Jurisdiction, and General sections, will survive the termination, or expiration of the Terms.
   

Miscellaneous

1. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, you shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
2. Amberflo may change the Terms from time to time, and such change will become effective upon the date in which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
3. If any part of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
   
4. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
   
5. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Amberflo.
   
6. These Terms contain the entire agreement between Amberflo and you relating to your use of the Services and supersedes any and all prior agreements between Amberflo and you in relation to the same. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by Amberflo in these Terms.
   
7. You may not assign your rights or delegate your obligations under these Terms without Amberflo’s prior written consent. Any purported assignment contrary to this section will be null and void.
   
8. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to Client's rights under these Terms.
   
9. Amberflo may issue publicity or general marketing communications concerning its involvement with the Client. In addition, Amberflo may use Client’s logo in publications of Amberflo’s customers.
   
10. These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of California. You may not assign or otherwise transfer by operation of law or otherwise these Terms or any right or obligation herein without the express written consent of the Company. The Company expressly reserves its right to assign or transfer these Terms and to delegate any of its obligations hereunder at its sole discretion. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of the Terms, which shall remain valid and enforceable according to its terms. The failure of the Company to act with respect to a breach of these Terms by you or others shall not constitute a waiver and shall not limit the Company’s rights with respect to such breach or any subsequent breaches.