AmberESG
Terms of Service

AmberESG Terms of Service

Version 2.1 - Effective May 1, 2024

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Our Terms of Service (“Terms”) are a legally binding agreement between you and AmberFlux EdgeAI Inc.  (“AmberFlux” or “we” or “our”).

 

The Terms govern your access to and use of our websites (www.amberflux.com,  www.amberesg.ai ), products, and services, including any web interfaces, Application Programming Interfaces (“APIs”), and other software, tools, services, documentation, content, intellectual property, and functionalities that AmberFlux may make available to you (collectively, AmberFlux “Services”). Please read our Terms carefully before you AmberFlux  Services. By accepting the Terms or otherwise accessing or using our Services, you agree to be bound by and comply with the Terms and acknowledge that you have read and understood our Privacy Policy, and Fair Use Policy. If you do not agree to the Terms, or if you have any objection to our Privacy Policy and Fair Use Policy, you must not access or use AmberFlux Services.

 

By accepting the Terms on behalf of a team of people, company, organization, or other entity, you represent and warrant that you are authorized to bind the company, organization, or other entity on whose behalf you are accepting the Terms – you and such entity collectively are “you” in this case - and you agree on behalf of that entity that the Terms bind such entity. If you are accepting the Terms for yourself, then you agree to be personally bound by our Terms – you individually are “you” in this case.

 

1. Changes to the Terms: AmberFlux at its sole discretion may revise and update the Terms from time to time. Such revised terms are applicable from the moment we update them on at least one website listed above. If you continue to use the Services after we post the updated Terms, or otherwise give you notice of such changes, it means that you accept and agree to the updated Terms. If you do not accept the updated Terms, you must not continue to access or use the Services.

2. Accounts: To access or use the Services, we may ask you to register for an account (“Account”) and provide certain information to us. Any such information must be correct, current, and complete. You agree that we may use this information to communicate with you about our Services. You explicitly agree that any communication sent to you at the email ID, phone number, or address provided by you to us will satisfy any requirements for legal notices. You acknowledge that your account is specific to you. You must keep all passwords, API keys, or other credentials to access or use our Services confidential and not disclose them to any other person or entity. You must not provide any other person or entity with access to our Services using your account credentials. You are responsible for all activities occurring under your account or with use of your credentials. You agree to notify us immediately if you become aware of any unauthorized access to or use of your account or access credentials by sending an email to amberESG@amberflux.com. We may terminate your access to the Services or to your account as per the Terms. You may close your account at any time by contacting us at amberESG@amberflux.com.

3. Additional Terms for some Services: Some Services maybe subject to your acceptance of additional terms. Such additional terms will supplement our Terms with respect to such Services. Such additional terms may revise or update your rights or obligations concerning those Services, including your obligations to pay fees. If you accept any such terms on behalf a company, organization, or other entity, you represent and warrant that you are authorized to bind that entity to those additional terms.

4. Fees: You may be required to pay fees to us to access or use the Services or certain features of the Services. You are responsible for paying any applicable fees listed on the Services. Except as expressly provided in these Terms, all fees are non-refundable, to the fullest extent permissible under applicable law. You agree that any fees for access to or use of the Services may increase at any time. Additional fees may apply for additional Services or features of the Services that AmberFlux may make available. In those cases, we will provide you with notice before charging the additional fees. If we charge additional fees in connection with our Services, you will have an opportunity to review and accept the additional fees that you will be charged, before being charged. If you do not accept any such additional fees, we may discontinue your access to the Services or features. You acknowledge and agree that we will not be held liable for any errors caused by third party payment processors that we may use.

5. Payment Method: Fees may recurring or based on usage. If these are specified to be recurring or based on usage, you agree that we may charge such fee on a periodic basis to a payment method you specify (your “Payment Method”). By using a Payment Method to pay fees, you are expressly agreeing that we are authorized to charge to the Payment Method the fees, together with any applicable taxes. You confirm that the card or bank account which is being used as your Payment Method is yours, or that you have the authorization of the account holder to use it. If you use a Payment Method which you are not authorized to use, you will be liable to us for any losses that we suffer because of your use of that Payment Method.

6. Subscriptions: Unless we and you agree otherwise, to place an order for our paid-for Services, you must sign up for a subscription with us (a “Subscription”). You are responsible for ensuring your sign up for a subscription is complete and accurate. Subscription may have additional terms applicable and such terms become legally binding on you. Each Subscription will incorporate the current version of these Terms.

7. Subscription Term and Automatic Renewal: Your Subscription may have a minimum term (“Initial Term”). Your Subscription contract will last for the initial term and automatically renew, and your Payment Method will be charged at the end of the initial terms for an additional term equal in duration to the initial term and will continue to renew and incur charges for additional term equal in duration to the initial terms (each such additional terms, a “Renewal Term”). For example, if you subscribe on January 1st for a Subscription with a one-month Initial Term, the Renewal Term will run from February 1st, then from March 1st, and so on. The Subscription continues and automatically renews, and we will charge your Payment Method for each Renewal Term until the Subscription is canceled as per the Terms of this agreement.

8. Subscription Cancelation & Refund Policy: You may cancel your Subscription anytime by using a method we may provide to you through our products in your customer portal or console) or by notifying us at amberESG@amberflux.com. To avoid renewal and charges for the next Renewal Term, cancel your subscription at least 48 hours before the last date of the Initial Term or any Renewal Term. In the event of cancellation, your fees will not be refunded, but your access to the Services will continue through the end of the Initial Term or any Renewal Term for which you have previously paid the fees.

9. Subscription Fees: You will pay to us the fees for the Initial Term and each subsequent Renewal Term up front at the start of the Initial Term or Renewal Term as applicable. We have the right to make changes to the fees applicable to your Subscription from time to time, although we will not make any change to the fees applicable to your Subscription during the current Initial Term or Renewal Term (as applicable). If these changes increase the fees payable by you, we will inform you at least 7 days in advance of the change; you agree to the increase in fees payable by you unless you cancel the Subscription before the Renewal Term to which the increase in fees will apply.

10. Ownership of Services: The Services are owned and operated by us and our affiliates, licensors, and service providers (collectively “Providers”). We and our Providers retain all our respective rights, title, and interest, including intellectual property rights, in and to the Services. Other than the rights of access, and use expressly granted in our Terms, our Terms do not grant any right, title, or interest in or to our Services.

11. Right to Materials: Our Services may allow you to submit text, documents, or other material to the Services for processing (“Your Input”). Our Services may generate responses based on Your Inputs (“Outputs”). We may use third parties to generate Outputs. Your Inputs and Outputs are collectively referred as “Material”. You represent and warrant that you have all rights and have provided us all consents, rights, and licenses that are necessary for AmberFlux and or its partners, service providers, and applicable third parties to process Your Input to the Services in accordance with our Terms. You represent and warrant that your submission of Your Input to us will not violate our Terms, our Fair Use Policy, or any laws applicable to Your Inputs including intellectual property laws, and any privacy, or data protection laws governing personal information contained in Your Input. Except as expressly provided in our Terms, you retain all right, title, and interest – including any intellectual property rights – that you have in and to Your Input. Subject to the Terms of this agreement, we authorize you to use the Outputs for the Permitted Use.

12. Personal Information: If you submit any personal information to us in connection with your use of the Services, whether as a part of Your Input or otherwise, you acknowledge that our Privacy Policy governs our use and processing of such personal information.

13. Nature of Outputs: You agree that we may use third parties to generate Outputs. By providing Your Input, you authorize us to use Your Input for processing by third parties of our choice to generate Outputs. Responses that the Services generated based on material submitted by third parties may be identical or similar to Outputs that the Services generated based on Your Input. You acknowledge and agree that such third-party outputs are not your Outputs and that you have no right, title, or interest in or to any such third-party Outputs.

14. Third-Party Services: Our Services may use or be used in connection with third-party content, services, or integrations. We do not control or accept responsibility for any loss or damage that may arise from your use of Services, any third-party content, services, and integrations for which we make no representations or warranties. Use of any of third-party content, services and/or integrations for our Services is at your own risk and subject to any terms, conditions, or policies of applicable third-parties.

15. Reliance on Outputs: Outputs are generated by AI engines and their large language models like ChatGPT, Gemini, Llama etc., and the information is provided for general education and informational purposes only. The information provided by AI Large Language Models may be inaccurate, unreliable, unsuitable, and/or unavailable for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We make no representations, or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the Outputs for any purpose whatsoever. In no event will we be liable for any loss or damage including without limitation, direct, indirect, or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of our products, tools, websites, applications, AI engines and AI models.

16. Our use of Material: We may use Material to provide, maintain, and improve the Services and to develop other products and services. If you provide feedback to us regarding any Material, we may use that Feedback. If your Material is flagged for trust and safety review, we may use or analyze that Material to improve our ability to detect and enforce Fair Use Policy violations, including training models for use.

17. Viruses: We do not guarantee that our Services will be totally secure or free from bugs or viruses. You must not abuse, harm or interfere with, or disrupt our websites or Services, including, but not limited to, introducing viruses or malware, spamming or DDOS attacks on our websites or Services, or bypassing any of our systems or protective measures.

18. Modification, Suspension, and Discontinuation of our Services: Our services are novel and will evolve. We reserve the right to temporarily or permanently modify, suspend, or discontinue the Service or your access to the Services or account at any time, in our sole discretion, without notice to you. You understand and agree that we will not be liable to any loss, or risk of any kind to you. You agree that you are solely responsible for any loss or risk caused by the modification, suspension, or discontinuation of our Services.

19. Your feedback, comments, suggestions, improvements, or questions: You grant us an irrevocable, royalty-free, perpetual license to use all feedback, ideas, comments, suggestions, improvements, or questions or any such input (collectively “Feedback”) regarding the Services, Your Input or Outputs. You agree that we and our Providers may use the Feedback – together with Your Input and Outputs or any derivative thereof – in any manner without any payment or credit to you, including in connection with the development, improvement, and marketing of our Services or other products or services.

20. Disclaimer of Warranties, Limitations of Liability and Indemnity: Your use of the Services and Material is solely at your own risk. The Services and Outputs are provided on an “as is” and “as available” basis and, to the fullest extent permissible under applicable law, are provided without warranties of any kind, whether express, implied or statutory. AmberFlux and our Providers expressly disclaim any and all warranties of fitness for a particular purpose, title, merchantability, accuracy, availability, reliability, security, privacy, compatibility, non-infringement, and any warranty implied by course of dealing, course of performance or trade usage. To the fullest extent permissible under applicable law, in no event will we, our Providers, or our or their representatives, affiliates, investors, directors, officers, employees, agents, successors or assigns (collectively “AmberFlux Parties”), be liable for any direct, indirect, punitive, incidental, special, consequential, exemplary, or other damages arising out of or in any way related to the Services, the Material, or these Terms, whether based in contract or tort (including negligence), strict liability, or other theory, even if any AmberFlux Parties have been advised of the possibility of damages, and even if the damages are foreseeable. To the fullest extent permissible under applicable law, the AmberFlux Parties total aggregate liability to you for all damages, losses, and causes of action arising out of or in any way related to the Services, the Material, or these Terms, whether in contract, tort (including negligence) or otherwise, will not exceed the lesser of the amount you paid to AmberFlux for access to or use of the Services (if any) in the one month preceding the date of such damages, losses, and cause of action first arose and US$25. The foregoing limitations are essential to these Terms and we would not offer the Services to you under these Terms without these limitations. You agree to indemnify and hold harmless AmberFlux Parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorney’s fees and costs), and other losses arising out of or related to your breach or alleged breach of these Terms; Your access to, use of, or alleged use of the Services or the Material, Your Feeback, any products or services that you develop, offer, or otherwise make available using or otherwise in connection with the Services; Your violation of applicable law or any third-party right, and any actual or alleged fraud, intentional misconduct, gross negligence, or criminal acts committed by you or employees or agents. We reserve the right to engage separate counsel and participate in or assume the exclusive defense and control of any matter otherwise subject to indemnification by you, hereunder, in which case you agree to cooperate with us and with such separate counsel as we reasonably request.

21. Termination: We may terminate our Terms at any time by publishing a notice on our websites. Our Terms will terminate automatically without notice upon your violation or breach of any provisions of our Terms. You may also terminate our Terms at any time, for any reason, by discontinuing your access to and use of the Services. Upon termination, the rights granted to you under our Terms to access and use the Services will immediately terminate and you must destroy all Confidential Information in your or your representatives’ possession or control. If there is a subscription contract between you and us, we may terminate the subscription contract immediately at any time by giving you notice by way of email. If we exercise this right, we will refund you on a pro-rata basis the fees paid by you that account for the portion of your subscription remaining after the termination of your subscription contract occurs, except that, if we exercise our right of termination due to your violation of our Terms (as determined in our sole discretion), you will not be entitled to any refund (pro rate or otherwise). Upon termination of our Terms (or a subscription contract or your access to the Services, we may at our option delete any Material or other data associated with your account. Sections whose intent is to survive termination will survive upon termination.

22. Additional Terms: When using our Services, you agree to comply with and are subject to any guidelines, rules, or supplemental terms applicable to such Services that may be posted on the Services from time to time. Supplemental terms will supersede our Terms with respect to your use of the portion of the Services governed by such supplemental terms, solely to the extent of the conflict.

23. Entire Agreement; No Assignment: Our Terms and any other terms expressly incorporated by reference form the entire agreement between you and AmberFlux regarding the subject matter of our Terms. Our Terms may not be transferred or assigned by you without our prior written consent, but maybe assigned by us without restriction.

24. Equitable Relief: You agree that (a) no adequate remedy exist at law if you breach any of the Terms of this agreement; (b) it would be difficult to determine the damages resulting from such breach, any such breach would cause irreparable harm; (c) a grant of injunctive relief provides the best remedy for any such breach. Therefore, you waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

25. No Joint Venture, Partnership, Employment or Agency Relationship: You agree that no joint venture, partnership, employment, or agency relationship exists between you and AmberFlux or any AmberFlux Parties because of our Terms or your access to or use of the Services.

26. No Sponsorship: You may not, without our prior written consent, use our name, logo, or other trademarks to promote products or services other than the Services, or in any other way that implies our affiliation, endorsement, or sponsorship.

27. Severability: If any provision of our Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent necessary to comply with applicable law, such that the remaining provisions of our Terms will continue in full force and effect.

28. No Waiver: No waiver by us of any term or condition set forth in our Terms will be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to assert a right or provision under the Terms will not constitute a waiver of such right or provision.

29. Legal Compliance: We may comply with governmental, court, and law enforcement requests or requirements relating to the provision or use of the Services, or to information provided to or collected under our Terms. We reserve the right, at our sole discretion, to report Your Input or Outputs to law enforcement.

30. Export and Sanctions: You may not export or access, or provide access to the Services into any USA-embargoed countries or any India-embargoed countries or to anyone on the (a) the US Treasury Department’s list of Specially Designated Nationals, (b) any other restricted party lists as published by Governments of the USA and/or India. You represent and warrant that You or anyone accessing or using the Services on your behalf, or using your credentials are not such persons or entities or located in any such country.

31. Governing Law; Exclusive Jurisdiction: Our Terms will be governed by, and construed and interpreted in accordance with the laws of Delaware without giving effect to conflict of law principles. You and AmberFlux agree that any dispute arising out of or relating to these Terms or our Services will be resolved solely and exclusively in the courts of Wilmington, DE, USA. By using the Services, you waive any claims that may arise under the laws of all other jurisdictions anywhere in the world.