Terms and Conditions

PLEASE READ THE FOLLOWING TERMS CAREFULLY

These Amby AI, Inc. Platform Terms and Conditions (these "Terms") are entered into as of the Effective Date between Amby AI, Inc. ("Amby AI, Inc.", "us" or "we") and the individual

Definitions

The website heyamby.ai is referred to in these Terms.

• "AI Features" means any features and/or functionality of the Services powered by artificial intelligence (including machine learning).
• "Application" means any mobile application released by Amby AI, Inc. associated with the Services.
• "Beta Services" means services or features identified as "alpha," "beta," or "evaluation," or words or phrases with similar meanings.
• "Content" means all data, files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Services
• "Documentation" means any documentation provided or made available by Amby AI, Inc. to Subscriber under these Terms concerning use of the Services.
• "Effective Date" means the earlier of: (a) the date Subscriber first accesses the Services; or (b) the date Subscriber registers to use the Services.
• "Amby AI, Inc. Technology" means, individually or collectively, the Services, AI Features, the Documentation, the Application, the Website, the Content, and any other software, techno
• "Services" means Amby AI, Inc.'s relationship intelligence platform to increase sales, as further described on the Website.
• "Subscriber Data" means text, communications, photographs, or other data uploaded to or transmitted through the Services by Subscriber.
• "Third-Party Technology" means any software, source code, object code, models, processes, methods, algorithms, inventions, APIs, SDKs, or other technology which is not owned by Amby A
• "Updates" means periodic enhancements, updates, new features, new functionalities, or other improvements or changes to the Services or any other Amby AI, Inc. Technology.
• "Website" means heyamby.ai.

Grant of Rights and Restrictions

Right to Use Services

Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Amby AI, Inc. hereby grants to Subscriber a non-exc

• Amby AI, Inc. hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable, revocable, and royalty-free license during the applicable Subscription Period to use, copy, and r
• Subject to your strict compliance with these Terms, including the payment of all applicable Subscription Fees (defined in Section 4.4 below), Amby AI, Inc. hereby grants to Subscriber a non-exc
• Subject to your strict compliance with these Terms, Amby AI, Inc. hereby grants to Subscriber a non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the Term (defined
• Notwithstanding anything to the contrary, in order to use the Services, you must register and maintain an account with Amby AI, Inc.. In registering an account, you will be asked to provide a v
• By registering to use the Services, you represent and warrant to Amby AI, Inc. that you are at least 18 years old and are located within the United States. If you are not 18 years old or are lo
• Other than as expressly authorized in these Terms, the rights and licenses granted to Subscriber in this Section 2 do not include any right to, and you will not, and will not permit anyone to,
• If you provide any feedback, suggestions, or comments ("Feedback") to Amby AI, Inc. concerning the functionality and performance of any portion of the Services or Website (including identifying
• Amby AI, Inc. may modify the Services from time to time through periodic Updates. Amby AI, Inc. reserves the right to charge additional fees for Updates that add material new modules, features,
• All rights and license not expressly granted by Amby AI, Inc. under these Terms are reserved.
• Amby AI, Inc. will use its commercially reasonable efforts to provide Subscriber with technical support for the Services during the Term. Support inquiries should be directed to hello@heyamby.ai

Subscription Pricing and Payment

General

Use of the Services, or certain features of the Services, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charg

Amby AI, Inc. currently uses the third-party payment processor Stripe ("Stripe"), but we may direct you to use a different payment processor at our sole discretion (Stripe, or another designate

• Amby AI, Inc. reserves the right to determine pricing for the Services. Amby AI, Inc. will make commercially reasonable efforts to keep pricing information published on the Services up to date. See heyamby.ai/#pricing.
• The Services may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Services"). The "Subscription Billing Date" is th
• Except as otherwise expressly provided for in these Terms, all payments made for Subscription Services, once paid, are non-refundable, and there are no refunds or credits for partially used per
• Other than net income taxes imposed on Amby AI, Inc., Subscriber will bear all taxes, duties, and other governmental charges resulting from these Terms. Subscriber will pay any additional taxes

Ownership and Intellectual Property

Amby AI, Inc. Technology

Amby AI, Inc. owns, and will retain ownership of, all right, title, and interest, including intellectual property rights, in and to the Amby AI, Inc. Technology. Except for the limited licenses

• As between Amby AI, Inc. and you, you will be the exclusive owner of all Subscriber Data. You will comply with all applicable legal requirements, including obtaining prior consent or licenses i
• Use of Subscriber Data. Except as otherwise permitted by these Terms, Amby AI, Inc. will access and use Subscriber Data solely for purposes of providing the Services, delivering maintenan
• Use of Usage Data. Amby AI, Inc. may generate aggregate, deidentified data from your use of the Services and Subscriber Data ("Usage Data") and use it to operate, improve and support the
• For so long as Amby AI, Inc. is in possession or control of any Subscriber Data, Amby AI, Inc. will implement and maintain commercially reasonable and industry standard administrative, physical
• Please read the Amby AI, Inc. Privacy Policy available at heyamby.ai/privacy ("Privacy Policy") carefully for further information relating to our collection, use, storage, and disclosure

AI Terms

Responsible Use

You agree to use the AI Features available on the Service and the Outputs (as defined below) in compliance with all applicable laws, statutes, and regulations.

• Subscriber may submit Subscriber Data and other information (including by submitting queries or prompts) ("Input") to the AI Features and receive output, predictions, results, suggestions, or o
• Amby AI, Inc. may leverage third-party artificial intelligence systems, such as OpenAI, in providing the AI Features (those entities, "Providers"). Amby AI, Inc. may use, analyze, and process I
• Due to the nature of the AI Features, Amby AI, Inc. does not represent or warrant that: (a) any Output does not incorporate or reflect third-party content or materials; or (b) any Output will n

Term and Termination; Suspension

Term

These Terms commence on the Effective Date and continue until the expiration of all active Subscription Periods or Trial Periods, unless terminated earlier in accordance with these Terms (the "

• Either Party may terminate these Terms if the other Party: (a) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days after written notice of that breac
• Amby AI, Inc. may terminate these Terms at any time for convenience upon written notice to you, provided that Amby AI, Inc. will issue you a pro-rata refund of any pre-paid, unused fees for you
• Upon expiration or termination of these Terms, the Parties agree that: (a) all active Subscription Periods will immediately terminate; (b) Subscriber's rights to the Services, the Documentation
• Amby AI, Inc. reserves the right, in its sole discretion, to immediately suspend your use and access to the Services if: (a) Amby AI, Inc. believes your use of the Services threatens the integr
• The following Sections will survive any termination or expiration of these Terms: 2.7, 2.8, 2.10, 4.5, 4.7, 5.1, 5.2, 5.3.2, 6, 7.4, 7.6, 8, 9.5, 9.6, 10, 11, 13, 14, and 15.

Confidentiality

Confidential Information

"Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), directly or indirectly, in writing, orally, or

• The confidentiality and non-use obligations under this Section 8 will not apply to any information that: (a) was publicly known and made generally available in the public domain prior to the ti
• Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under these Terms. The Receiving Part
• Receiving Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the f
• Upon the termination of these Terms, Receiving Party will deliver to the Disclosing Party or, at the Disclosing Party's election, destroy all of the Disclosing Party's Confidential Information
• Each Party acknowledges that any violation or threatened violation of this Section 8 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addi

Warranties and Disclaimer

Mutual Warranties

Each Party represents and warrants to the other that: (a) these Terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against that Party in accor

• Amby AI, Inc. represents and warrants that the Services will be materially as described in the Documentation and Amby AI, Inc. will not materially decrease the overall functionality of the Serv
• Amby AI, Inc. will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Subscriber. If Amby AI, Inc. fails to do so within 60 days after Subscriber's warr
• Subscriber represents and warrants to Amby AI, Inc. that: (a) it will use the Services in compliance with all applicable laws; (b) it has all necessary rights, consents, and authorizations to p
• EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 9, AMBY AI, INC. MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT
• Subscriber may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in these Terms or otherwise: (a) Beta Services may not be supported and may be change
• Subscriber will defend Amby AI, Inc. from and against any third-party claim resulting from: (a) a breach of any material provision of these Terms; (b) violation of any applicable law in connect

Limitations of Liability

Disclaimer of Consequential Damages

AMBY AI, INC. WILL HAVE NO liability arising out of or related to these Terms for any loss of use, lost data, lost profits, or interruption of business, or any indirect, special, incidental, re

• Amby AI, Inc.'S entire liability arising out of or related to these Terms (INCLUDING WARRANTY CLAIMS) will not exceed in aggregate the amount paid or payable by Subscriber to Amby AI, Inc. purs
• EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS AL
• Amby AI, Inc. may, from time to time, modify these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing subscribers, mater
• This Section 13 only applies to the extent you are using our mobile Application on an iOS device. You acknowledge that these Terms are between you and Amby AI, Inc. only, not with Apple, Inc. ("

For questions, contact us at hello@heyamby.ai.

Dispute Resolution; Arbitration Agreement

We will try work in good faith to resolve any issue you have with the Services, including any products or services ordered or purchased through the Services, if you bring that issue to the atte

• You and AMBY AI, INC. Are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Ot
• Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the sam
• In any dispute, neither you nor AMBY AI, INC. will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any cl
• The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power t

Miscellaneous

E-Mail Communications

We may send you emails concerning our products and services, as well as those of third-parties. You may opt out of promotional emails by following the unsubscribe instructions in the e-mail its

• The relationship of the Parties established by these Terms is that of independent contractors, and nothing contained in these Terms should be construed to give either Party the power to: (a) ac
• These Terms may not be assigned by you without the prior written consent of Amby AI, Inc.. Any purported assignment in violation of this Section 15.3 is void. Subject to the foregoing, these Te
• These Terms are governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule. Subject to Section 14, any d
• Amby AI, Inc. may give general notices related to the Services that are applicable to all customers by email or through the Services. All other notices required to be sent under these Terms wil
• Amby AI, Inc. is permitted to use subcontractors to perform any part of its obligations under these Terms, but Amby AI, Inc. remains responsible for any action or inaction by those subcontracto
• Performance of either Party (except for Subscriber's inability to pay applicable fees) will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental
• Subscriber will comply with all relevant U.S. and foreign export and import laws in using the Services and other materials received from Amby AI, Inc. in connection with these Terms. Subscriber
• To the extent applicable, the Services is "commercial computer software" or a "commercial item" for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modifi
• The waiver by either Party of any breach of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under these Terms
• These Terms, along with the Privacy Policy, constitute the final and complete expression of all agreements between these Parties and supersedes all previous oral and written agreements regardin