Terms of Use Agreement

Updated June 1, 2022

Welcome to AmberEngine.com, the website and online service of Amber Engine LLC (“Amber Engine,” “we,” or “us”). This Terms of Use Agreement (this “Agreement”) sets forth the terms and conditions by which you may use Amber Engine’s online and mobile services, website, and software provided on or in connection with the Amber Engine services (collectively the “Services”), which include, without limitation:

• Amber Engine Product Information Management (“PIM”), an online platform that allows users to import, use, manage and export product data (“Product Data”); and

• Amber Engine Data Enrichment Services (“DES”), which strengthen the quality of your Product Data.

By accessing or using the Services, you agree to be bound by the terms of this Agreement, and to the collection and use of your information as set forth in the Privacy Policy, as may be amended by us from time to time. This Agreement applies to all visitors, users, members, contributors and others, whether or not registered, who access the Services (“Users”). If you do not agree to the terms of this Agreement, you are not authorized to use the Services.

Please read this Agreement carefully to ensure that you understand each provision.

1. General.

1.1 Eligibility. The Services may only be used by Users who are at least 18 years of age and who are not prohibited from accessing or using the Services by applicable law. If the Services are used by, or if an Amber Engine account is opened on behalf of, a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that the person(s) accessing the Services through such accounts are authorized to use such Services on behalf of such company, organization, or other entity.

1.2 Modifications. We may update or modify this Agreement at any time effective upon posting the revised terms. However, in the event of a material change, we will provide you with advance notice of such change by email and/or another method through the Services. The date that this Agreement was last modified will be posted on this page. Your continued use of the Services thereafter signifies your acceptance to such changes, unless otherwise expressly provided in any Quote, Service Order, Scope of Work or similar project specific document (collectively, a “Service Quote”) negotiated and executed in writing between the parties.

1.3 License to use the Services. Subject to the terms of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license (“License”) to use the Services you purchased as permitted by the features of such Services. For example, you may use the Services to import, use, manage and export files containing Product Data on the PIM Platform. Amber Engine reserves all rights not expressly granted herein in the Services. 

1.4 Product Data Rights. For purposes of providing the Services to you, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, run and copy Product Data and other content or information that you upload or otherwise use in connection with the Services. Other than the limited license you grant us to use your data as provided in this section, Amber Engine will not create or obtain any ownership in the Product Data.

1.5 Changes to Services. We may at any time without prior notice, change features of the Services, create usage limits or otherwise change the Services, provided, however, that we will notify you in advance of any material changes to the Services. In the event that your Services are discontinued while a Service Quote is in effect, you shall not be obligated to pay Service Fees for such discontinued Services after the date of discontinuation.

2. Permitted Uses.

2.1 You agree that any permitted use of the Services or Product Data is limited to exclusive use by you or by agents or contractors working on your behalf (in the case of an account open on behalf of a company or entity), to support the resale of products and services offered by you. Any access, use, or distribution of any Product Data in any form or by any means, other than in accordance with the terms of this Agreement, constitutes a material breach of this Agreement.

2.2 You agree to promptly install any upgrades, patches, enhancements, or fixes that Amber Engine may, in our sole discretion, issue for the Services.

2.3 You must return or destroy any Confidential Information (as defined below) of Amber Engine in your possession or control promptly upon the termination of this Agreement.

3. Restrictions on Use.

3.1 You agree not to directly or indirectly engage in, or use the Services to engage in, any of the following as determined by Amber Engine in our sole discretion:

• upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's right of privacy or publicity;

• create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Amber Engine representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

• upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

• reproduce, distribute, transmit, publicly display, publish, perform, license, modify, create derivative works from, sell, or exploit the Services;

• adapt, alter, modify, copy reverse engineer, disassemble, or decompile the Services, or any related technology or extract any component of the Services;

• remove, obscure, or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Services or any Amber Engine technology;

• send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or interfere with or disrupt the integrity or performance of the Services or the Product Data or otherwise damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services;

• frame, mirror, or in-line link the Services, or incorporate into another website, application, or other service any Amber Engine technology;

• use the Services or Amber Engine technology for any unlawful, fraudulent, or malicious purposes, or to solicit any such activity;

• provide, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, publish, or otherwise commercially exploit or make available to any third party the Services or otherwise transfer or distribute the Services or any part thereof, or use the Services, for the benefit of a third party;

• attempt to gain unauthorized access to any accounts, features, systems, or networks through hacking, password mining, or any other means;

• use any robot, spider, scraper, or other automated or manual means to access the Services, or to copy any Product Data or information thereon;

• interfere with any access control measures or attempt to disable or circumvent such security features; and/or

• violate, infringe, or misappropriate the Intellectual Property Rights (as defined in Section 11.2 below), publicity, privacy, or other proprietary rights of Amber Engine, its licensors, or any other person or entity.

3.2 Any violation of Section 3.1 shall constitute a material breach of this Agreement and Amber Engine shall have the right to terminate this Agreement and your access and use of the Services without notice. We reserve the right to prohibit access, use, conduct, communications, or content that we deem to be harmful to us, the Services, our brand, our business partners, licensors, Users, or any other person or entity, or that violates the terms of this Agreement or applicable law, in each case, as determined in our sole discretion.

4. Amber Engine Accounts.

4.1 Your Amber Engine account gives you access to the Services and functionality that we may establish and maintain from time to time in our sole discretion. We may maintain different types of accounts for different types of Users. Certain features of the Services utilize the services of third- party vendors and business partners, including without limitation, software, information, data or other services, by connecting to Amber Engine with a third-party service. You give us permission to access and use your information from such third-party service as permitted by such service, and to store your log-in credentials for such service.

4.2 You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Services with your unique username, password, or other security code. You must notify Amber Engine immediately of any breach of security or unauthorized use of your account. Amber Engine will not be liable for any losses caused by any unauthorized use of your account.

4.3 You may control your User profile and how you interact with the Services by changing the settings in your account. By providing Amber Engine with your email address, you consent to our use of the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by clicking the unsubscribe link in the email or by changing your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.  Notwithstanding the foregoing, you may not opt out of Service-related notices.  

5. Prices and Payment Terms.

5.1 Unless otherwise provided in a Service Quote or as otherwise agreed in writing by Amber Engine, the price charged for the Services will be the price in effect as listed on our website at the time the order is placed. Such pricing will be included in your order confirmation e-mail and will remain in effect through the duration of the subscription term indicated on your order. All of our prices, services, and offerings are subject to change without notice, provided that price increases will only apply to orders for Services placed after the subscription term specified in any existing Service Quote. Posted prices do not include taxes, including, without limitation, sales and use taxes. All such taxes and charges will be added to your order total and will be itemized in your shopping cart and in your order confirmation e-mail.

5.2 All orders are final. NO REFUNDS OR RETURNS OF ANY TYPE ON ANY SERVICES WILL BE PROVIDED.

6. Term and Termination

6.1 The term of your subscription to the Services shall be as set forth in the applicable Service Quote. Following such term, your subscription for the Services, subject to the terms of this Agreement, shall automatically renew for subsequent one (1) year periods unless either party provides written notice of termination at least thirty (30) days prior to the end of the then current term.

6.2 Amber Engine may terminate this Agreement and the Services if you breach a material term or condition of this Agreement and you fail to cure such breach within ten (10) days of delivery of written notice. Notwithstanding the foregoing, if the breach is deemed harmful to Amber Engine’s business, reputation or other customers, as determined by Amber Engine in its sole discretion, Amber Engine may permanently or temporarily terminate or suspend your Amber Engine account and the Services immediately without notice or liability.

7. No Warranty by Amber Engine.

THE SERVICES ARE PROVIDED ON AN AS-IS, WHERE-IS AND AS AVAILABLE BASIS. AMBER ENGINE EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ALL DATA MANAGEMENT AND ASSUME ALL RISKS ASSOCIATED WITH THE USE

OF THE PRODUCT DATA AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. AMBER ENGINE WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF AMBER ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AMBER ENGINE WILL NOT BE LIABLE FOR THE LOSS OF, OR DAMAGE TO, YOUR RECORDS OR DATA; FILE IMPORT, USE, OR EXPORT THAT DOES NOT CONFORM TO THE USER’S EXPECTATION; THE CONDITION OR QUALITY OF ANY PRODUCT DATA IMPORTED ONTO OR EXPORTED FROM THE PIM PLATFORM OR ANY DAMAGES CLAIMED BY YOU BASED ON A THIRD-PARTY CLAIM.

8. User Warranty.

8.1 You represent and warrant that that any Product Data that you import to the Services and your importation of such data (i) does not and will not infringe upon or violate the Intellectual Property Rights (as defined in Section 11 below) of any third party; (ii) does not include or transmit any viruses, Trojan Horses, worms, spyware, or other similarly destructive or malicious code; (iii) complies with all applicable foreign, federal, state and local laws, including data privacy laws, and your own internal privacy policies and procedures; (iv) is accurate and correct; and (v) does not violate any confidentiality obligations that you have to any third party or parties.

8.2 You represent and warrant that any use, exportation, or modification of any Product Data by you and your agents complies with: (i) all applicable foreign, federal, state and local laws, including data privacy laws, and your own internal privacy policies and procedures and (ii) the terms of this Agreement.

9. Limitation of Liability.

9.1 THE REMEDIES DESCRIBED IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND CONSTITUTE OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. UNDER NO CIRCUMSTANCE WILL AMBER ENGINE OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN ANY CASE, THE AGGREGATE LIABILITY OF AMBER ENGINE, ITS PARENT AND SUBSIDIARIES, AND ITS AND THEIR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS, TO YOU (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHER THEORY OF LIABILITY) FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO AMBER ENGINE HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMBER ENGINE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR TO ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) ERRORS OR MISTAKES IN FILE FORMATS EXPORTED BY THE SERVICES; (VIII) THE CONDITION OR QUALITY OF ANY PRODUCT DATA; AND/OR (IX) USER CONTENT OR ANY ALLEGED OR ACTUAL DEFAMATORY, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY COMMUNICATED THROUGH THE SERVICES.

9.3 No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of you more than one (1) year after the cause of action first arose.

9.4 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Amber Engine has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

10. Use Outside the United States

The Services are controlled and operated from Amber Engine’s facilities in the United States. Amber Engine makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

11. Intellectual Property Use and Ownership.

11.1 You acknowledge and agree: (a) that the Services are made available to you solely for license, not sale, subject to your agreement to the terms of this Agreement and to any specific terms, conditions and restrictions that may accompany, or be related to, a specific product or service; (b) to comply with all terms and conditions of the specific license agreement for any product or service, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services; and (c) you will not cause, induce or permit others to violate the terms and conditions of this Agreement or any of Amber Engine’s product and service license agreements.

11.2 For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property or proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. You agree that you do not and will not have or acquire any ownership of any Intellectual Property Rights in or to, or in relation in or to, the Services. All trademarks, trade names, graphics, logos, and trade dress included in or made available through the Services are owned by Amber Engine or licensed to us and protected by U.S. and international copyright and trademark laws as applicable. You are strictly prohibited from using any of our intellectual property except as expressly provided in this Agreement. You are also advised that Amber Engine and its licensors will aggressively enforce its Intellectual Property Rights to the fullest extent of the law.

11.3 Unless you opt-out in writing by contacting us at support@amberengine.com, we are permitted to use your logo, trademark or trade names to promote our Services. Any other use of your Intellectual Property Rights must be approved by you in writing and this Agreement does not grant us any ownership in or other right to use your Intellectual Property Rights.

12. Confidential Information.

12.1 For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Amber Engine’s proprietary technology, pricing, business processes and technical product information, designs, trade secrets, source code, issues, all communication between Amber Engine and you regarding the Services, Product Data, and any information that is clearly identified in writing at the time of disclosure as confidential or that a reasonable person would determine to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, through no fault of your own; and (4) you become aware of such information from a third party not bound by non-disclosure obligations to Amber Engine and with the lawful right to disclose such information to you.

12.2 You agree: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform your obligations or exercise rights under this Agreement or as directed by us; (c) to protect the confidentiality thereof in the same manner that you protect the confidentiality of similar information and data of your own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. You may disclose Confidential Information on a need to know basis to your contractors, employees and service providers who have a reasonable need to know such Confidential Information, who have been advised of the confidential nature of such Confidential Information, are required to protect such information in a manner that is consistent with the obligations of this Agreement and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section 12 will not prohibit your disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation provided that you promptly notify Amber Engine (to the extent permissible under applicable law) of any such request for disclosure and reasonably cooperate with Amber Engine to limit such disclosure at Amber Engine’s request and expense.

13. Feedback.

You may, at your discretion, provide feedback to Amber Engine with respect to your use of the Services (“Feedback”). Feedback may include, without limitation, errors or difficulties discovered in the Services and the characteristic conditions and symptoms of the errors and difficulties. You acknowledge that all Feedback is the exclusive property of Amber Engine, and you hereby assign all rights in and to any Feedback you provide to Amber Engine and you agree to take such actions and to execute such documents as reasonably requested by Amber Engine to effectuate Amber Engine’s sole ownership of the Feedback.

14. Privacy.

We respect your privacy and are committed to protecting it. Please review our Privacy Policy, located at https://www.amberengine.com/privacy-policy, which governs the processing of all personal information collected from you in connection with your use of the Services.

15. Indemnity.

15.1 You agree to hold harmless, indemnify, and defend us, and (as applicable) our parent, subsidiaries, affiliates, officers, agents, and employees, from and against any third party claim, action, proceeding liability, loss, damage, cost or expense, including without limitation, attorneys’ fees, experts’ fees and court costs as provided herein, arising from or in any way related to your: (a) breach (or claim or threat thereof that, if true, would be a breach) of this Agreement, (b) import, use, export, or disclosure of the Product Data, or (c) failing to prevent unauthorized access to Confidential Information and Product Data, including the payment of all amounts that a court or arbitrator awards or that you agree to in settlement of any of the foregoing, as well as any and all reasonable expenses or charges as they are incurred by us or any other party indemnified under this Section 15 in cooperating with the defense of any of the foregoing. In such a case, we will provide you with prompt written notice of such claim, suit or action, provided that any failure to provide prompt notification shall only relieve you of your indemnification obligations to the extent of any actual prejudice suffered by you as a direct result of such failure.

15.2 We agree to hold harmless, indemnify, and defend you and (as applicable) your subsidiaries, affiliates, shareholders, officers, agents, and employees, from and against any third party claim, action, liability, loss, damage, cost or expense, including without limitation, reasonable attorneys’ fees, experts’ fees and court costs as provided herein that our services constitute a violation of any third party’s Intellectual Property Rights, including any and all reasonable expenses or charges as they are incurred by you or any other party indemnified under this Section 15.2 in cooperating with the defense of any of the foregoing.

16. Force Majeure.

Neither party will be liable or responsible to the other party, nor be deemed to have defaulted or breached the terms of this Agreement, for any failure or delay in their performance (except for payment obligations for the Services) under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17. Governing Law and Jurisdiction.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. You agree that the Uniform Computer Information Transactions Act (UCITA), as passed by any state, will not apply in any way to this Agreement. Furthermore, the United Nations Convention for the International Sale of Goods shall not apply to this Agreement in whole or in part.

18. Dispute Resolution and Binding Arbitration.

18.1 For any dispute, you agree to first contact us at support@amberengine.com and attempt to resolve the dispute with us informally. In the unlikely event that Amber Engine has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Amber Engine claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), exclusively by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA (the “AAA Rules”). The arbitration will be conducted in New York County, New York, unless you and Amber Engine agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Nothing in this Section 18 shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.

18.2 You agree that all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you and Amber Engine are each waiving the right to participate in a class action or representative action.

19. Notices.

19.1 To You: We may provide any notice to you under this Agreement by: (i) sending a message to the e-mail address you provide or (ii) through the Services. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.

19.2 To Us: To give us notice under this Agreement, you must contact us at: support@amberengine.com. We may update the contact information for notices to us by posting a notice on the Services, including on this page.

20. Miscellaneous.

20.1 You will not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Agreement is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement. Amber Engine may assign this Agreement, and all our rights and obligations under this Agreement (i) to an affiliate that directly or indirectly controls us, is controlled by, us, or is under common control with us, or (ii) in the event of a transfer of all or substantially all of our capital stock or assets, whether through purchase, merger, consolidation or otherwise.

20.2  The terms of this Agreement shall apply to any Service Quote, additional license agreements relating to any product or service you obtain on or through the Services, and any addendum, amendment, pricing, policy or guideline that references this Agreement or the Services. This Agreement, any Service Orders, and any policies or other documents referenced herein constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof relating to the Services. This Agreement supersedes all prior or contemporaneous proposals, communications, and understandings, oral or written, unless otherwise expressly provided.

20.3 This Agreement, any Service Quote and/or any other document by which this Agreement is incorporated by reference, may be executed by electronic signature in two or more counterparts, all of which taken together shall constitute one and the same agreement.

20.4 Each party is an independent contractor under this Agreement and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, employment or similar relationship between the parties.

20.5 Any Sections that by their nature should survive the termination or expiration of this Agreement, or which would reasonably be expected to be performed after the termination or expiration of this Agreement, shall survive and be enforceable after termination or expiration of this Agreement, including, without limitation, provisions relating to confidentiality, ownership Intellectual Property Rights, representations and warranties, disclaimers, indemnification, exclusion of consequential damages, limitations of liability, effects of termination, and governing law. No termination or expiration of this Agreement shall relieve either party from any obligation incurred or breach occurring prior to such expiration or termination.

20.6 The failure by either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of either party.

20.7 The terms of this Agreement do not and are not intended to confer any rights or remedies upon any person other than you.

20.8 If any provision of this Agreement is found invalid, illegal, void or unenforceable, then that provision will be deemed severed from the rest of this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.

21. Contact.

Please contact us at support@amberengine.com with any questions regarding this Agreement.