OLD TERMS OF USE AGREEMENT
(no longer active)
See current Terms of Use Agreement here.
Updated April 28, 2021
Welcome to AmberEngine.com, the website and online service of Amber Engine LLC (“Amber Engine,” “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, website, and software provided on or in connection with the service (collectively the “Service” or “Services”). The Services we offer include but are not limited to:
Amber Engine Product Information Management (“PIM”), an online platform that allows our users to import, use, manage and export product data (“Product Data”).
Amber Engine Data Enrichment Services (“DES”), services to strengthen the quality of your Product Data.
By accessing or using the website or any Service, you agree to be bound by this Terms of Use Agreement (“Terms or “Agreement””) and to the collection and use of your information as set forth in the Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, members, contributors and others who access the Service (“Users”).
Please read this Agreement carefully to ensure that you understand each provision.
1. General.
1.1 Eligibility. You may not use Services from Amber Engine if you (a) do not agree to these Terms, (b) if you are an individual, are not the older of (i) at least 18 years of age or (ii) legal age to enter into a binding contract with Amber Engine under applicable law, (c) if you are a company or entity, are not authorized by all required company or entity approvals to enter into this Agreement or (d) are prohibited from accessing or using the Services by applicable law.
1.2 Updates to Terms. We may update or modify these Terms at any time effective upon posting the revised Terms, along with the date on which it was most recently updated, on our website. We may give notice of such updates and modifications by any means, including without limitation, by posting a revised version of these Terms on our website, or providing other notice through the Service (“Update Notice”). All Update Notices will be effectively immediately. Your continued use of the Services thereafter signifies your acceptance to such changes, provided that any changes to such Terms shall not modify any negotiated terms set forth in any Quote, Service Order, Scope of Work or similar project specific document (collectively, a “Service Quote”) executed
between you and us unless agreed to the parties in writing. If you have any questions about an Update Notice, please contact us at support@AmberEngine.com.
The version of these Terms posted on our website on each respective date you visit the website or use the Services will be the Terms applicable to your access and use of the website and Services on that date. Our electronically or otherwise properly stored copies of these Terms and the Privacy Policy shall be deemed to be the true, complete, valid, and authentic copies of the version of the Terms and the Privacy Policy that were in force on each respective date you visited our website or use the Services. We reserve the right to terminate these Terms, or to refuse, restrict, or discontinue access to the website or use of the Services (or any portions, components, or features thereof) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability.
1.3 License to use the Service. Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license (“License”) to use the website and any Service you purchase and as permitted by the features of the Service. Amber Engine reserves all rights not expressly granted herein in the Service. As stated below, Amber Engine may terminate the License at any time for any reason or no reason. You shall not, in any way, otherwise copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, sell, or exploit the Service. When you subscribe to a Service, we grant you a non-exclusive, limited, non- transferable, freely revocable license to use the Service to import, use, manage and export files containing Product Data on the PIM Platform.
1.4 Product Data Rights. In connection with our Services, 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 Service for us to use as necessary to provide Services to you. Amber Engine will not create or own obtain any ownership the Product Data other than the limited license you grant us to use the data as necessary to administer and provide you with the Services.
1.5 Changes to Services. We may, without prior notice, change the Services; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. 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 either the Service or Product Data is limited to exclusive use by you or (in the case of an account open on behalf of a company or entity) by agents or contractors parties working on your behalf, to support the resale of products and services offered by you. Sharing, distributing, or syndicating Product Data to third parties is expressly prohibited. Any access, use, or distribution of any Product Data in any form or by any means, other than in accordance with these Terms, constitutes a material breach of these Terms.
2.2 You agree to promptly install any upgrades, patches, enhancements, or fixes that Amber Engine may, in our sole discretion, issue for the Service.
2.3 You must return or destroy all Product Data that you do not own and our Confidential Information (as defined below) in your possession or control promptly upon the termination of this Agreement.
3. Restrictions on Use.
You agree not to:
• 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, publicly display, or otherwise transfer any rights in the Services;
• adapt, alter, modify, copy reverse engineer, disassemble, or decompile the Services, or any related technology or extract any component of the Service;
prepare derivative works based on the Services, or any Amber Engine technology;
access the Service in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service;
• 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 to interfere with or disrupt the integrity or performance of the Service or the Product Data or otherwise damage, destroy, disrupt, disable, impair, interfere with, or otherwise impeded or harm in any manner the Service;
• 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 Service or otherwise transfer or distribute the Service or any part thereof or use it 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 website or the Services, or 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 below), publicity, privacy, or other proprietary rights of Amber Engine, its licensors, or any other person or entity.
We reserve the right to prohibit access, use, conduct, communications, or content that we, in our sole discretion, deem to be harmful to the Services, users, us, our brand, our business partners and licensors, or any other person or entity, or that violates these Terms and/or applicable law.
Any unauthorized use automatically terminates the license granted to you hereunder;
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 and in our sole discretion. We may maintain different types of accounts for different types of Users. 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 representative to use such services on behalf of you. Certain features of the Services utilize the services of third- party vendors and business partners, which services may include 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 that 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 Service 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 Service by changing the settings in your account. By providing Amber Engine with your email address, you consent to our using 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 or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. You will still be responsible for adhering any updates or improvements if you opt out of such notices.
4.4 We may permanently or temporarily terminate or suspend your access to the Service without notice and liability if we suspect, in our sole determination, that you may have violated any provision of this Agreement, or upon your actual breach of this Agreement Such suspension or termination would take effect immediately. Upon termination for any reason or no reason, you continue to be bound by this Agreement If your account is terminated for any reason, you must obtain written authorization from Amber Engine prior to establishing another account. If you attempt to establish another
account without obtaining such authorization, Amber Engine may permanently ban you from the Service.
5. Prices and Payment Terms.
5.1 You are obligated to pay the then-current price for the Service when purchased. The applicable price will be the subscription fees as listed on our website, as provided in a Service Quote or as otherwise agreed to in writing by Amber Engine.
5.2 The price charged for a Service, and the underlying commitments, will be the price and commitments that are in effect at the time the order is placed and will be included in your order confirmation e-mail and such prices will remain in effect through the duration of the term of the Subscription Duration of such 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 term of 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 merchandise total and will be itemized in your shopping cart and in your order confirmation e-mail.
5.3 Terms of payment are set by us in our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept MasterCard, Visa, American Express, JCB, Discover, and Diners Club for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
6. Returns and Refunds.
6.1 All orders are final. WE OFFER NO REFUNDS OR RETURNS OF ANY TYPE ON ANY SERVICES.
7. No Warranty by Amber Engine.
THE SERVICES ARE PROVIDED ON AN AS-IS, WHERE-IS AND AS AVAILABLE BASIS. YOU ACKNOWLEDGE THAT THERE IS NOT A WARRANTY OF ANY KIND. AMBER ENGINE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, 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 ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF AMBER ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY CUSTOMER. 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.
You represent and warrant that that any Product Data that you import to the Service and your importation of such data (i) does not and will not infringe upon or violate the Intellectual Property Rights (as defined 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 existing federal, state and local laws and your own internal privacy policies and procedures; (iv) Product Data is accurate and correct; and (v) does not violate any confidentiality obligations that you have to any third party or parties. Without limiting the generality of the foregoing, the aforementioned compliance with law shall include the privacy standards and requirements of any other applicable federal or state law, each as may be amended from time to time. 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 represent and warrant that any use or exportation, use and modification of any Product Data by you and your agents: (i) complies with all applicable federal, state and local laws and your own internal privacy policies and procedures and (ii) complies with all applicable provisions of these Terms. Without limiting the generality of the foregoing, the aforementioned compliance with law shall include the privacy standards and requirements of any other applicable federal or state law, and your own internal privacy policies and procedures, each as may be amended from time to time.
9. Limitation of Liability.
9.1 THE REMEDIES DESCRIBED ELSEWHERE IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND 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 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 THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO AMBER ENGINE HEREUNDER IN THE THREE (3) MONTHS PRECEDING A CLAIM OR $50.00, WHICHEVER IS LESS.
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 OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE 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 SERVICE; (VII) ERRORS OR MISTAKES IN FILE FORMATS EXPORTED BY THE SERVICE; (VIII) THE CONDITION OR QUALITY OF ANY PRODUCT DATA; AND/OR (IX) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY
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.
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 Service is controlled and operated from its facilities in the United States. Amber Engine makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service 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 Service 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. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
11. Intellectual Property Use and Ownership.
11.1 You acknowledge and agree that: (a) all uses on this website or of the Services of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like mean the purchase or sale of a license. Each Service is made available is made available solely for license, not sale, to you and other prospective customers subject to your agreement to these Terms and to any specific terms, conditions and restrictions that may accompany, or be related to, that specific product or service; (b) in addition to these Terms, you will 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; (c) you will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these product and service license agreements; and (d) that you will remain the owner of any Product Data imported, used, or exported on the Service and remain responsible for using such Product Data responsibly and in compliance with applicable laws, regulations, and standards.
11.2 You do not and will not have or acquire any ownership of these Intellectual Property Rights in or to the products or Services made available, or of any Intellectual Property Rights relating to those products or Services. All trademarks, trade names, graphics, logos, and trade dress included in or made available through the website and Services are owned by or licensed to us and protected by U.S. and international trademark laws. You are strictly prohibited from using any of our intellectual property except as expressly provided in these Terms. You are also advised that Amber Engine and its licensors will aggressively enforce its Intellectual Property Rights to the fullest extent of the law.
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.
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 Service, Product Data, and any information that is clearly identified in writing at the time of disclosure as 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.
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 permitted by law or order of a court or other governmental authority or regulation.
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 to Amber Engine and 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, https://www.amberengine.com/privacy-policy , which governs the processing of all personal information collected from you in connection with your purchase of products or services.
15. Indemnity.
You agree to hold harmless, indemnify, and defend us, and (as applicable) our 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.
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, 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 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 these Terms, for any failure or delay in their performance under these Terms 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 these Terms are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan. 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 and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein (The AAA Rules are available at https://www.adr.org/ Rules or by calling the AAA at 1-800-778-7879.). The arbitration will be conducted in Wayne County, Michigan, 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 these Terms by: (i) sending a message to the e-mail address you provide or (ii) through the Service. 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 these Terms, you must contact us as follows: support@amberengine.com. We may update the contact information for notices to us by posting a notice on the Service or on our website.
20. Miscellaneous.
20.1 You will not assign any of your rights or delegate any of your obligations under these Terms 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 these Terms.
20.2 By agreeing to these Terms, you are consenting to the use of your electronic signature in lieu of an original signature on paper. Each party agrees that any electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
20.3 These Terms, together with any agreement, pricing, policy or guideline referenced in this A, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof and the Service, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.
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, 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 these Terms 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 These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
20.8 If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
20.9 These Terms, the license agreement relating to any product or Service you obtain on or through this our Website and Service Terms of Use ( https://www.amberengine.com/terms ) and our Privacy Policy ( https://www.amberengine.com/privacy-policy ) will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
21. Contact.
Please contact us at support@amberengine.com with any questions regarding this Agreement.