These Terms of Use ("Terms" or "Agreement") are entered into by and between Amberoc Inc., a Delaware corporation ("Amberoc," "we," "us," or "our"), and the entity or individual agreeing to these Terms ("Customer," "you," or "your"). By creating an account, executing an Order Form that references these Terms, or otherwise accessing or using the Amberoc platform, you agree to be bound by this Agreement.

If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not have such authority, or if you do not agree with these Terms, you may not use the Services.

*Plain language note: This is a binding legal agreement. We have included explanatory notes throughout to help you understand key provisions. These notes are for convenience only and do not modify the legal terms.*

1. Definitions

"Agreement" means these Terms of Use, together with any Order Forms, the Privacy Policy, the Data Processing Addendum (if applicable), and all documents expressly incorporated by reference.

"AI Features" means the artificial intelligence and machine learning capabilities embedded in the Platform, including Blueprint, Sculpt, and Polish, as well as any future AI-powered features made available through the Services.

"Amberoc" means Amberoc Inc., a Delaware corporation, with its principal place of business in San Francisco, California.

"Blueprint" means Amberoc's AI-assisted survey creation and design module

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, Response Data, business plans, pricing, technical specifications, product roadmaps, source code, algorithms, and security practices.

"Content" means any text, data, images, files, survey questions, survey designs, reports, or other materials that a Customer or End User uploads, creates, transmits, or otherwise makes available through the Platform.

"Customer" means (also referred to as "Client") the entity or individual that has agreed to these Terms and holds an active Amberoc account, including private equity firms, management consulting firms, investment banks, corporations, and other organizations that purchase Amberoc subscriptions.

"Customer Data" means all data, content, and information that Customer or its End Users upload, submit, or transmit to or through the Platform, including survey designs, configurations, and branding elements, but excluding Response Data and Usage Data.

"Documentation" means the user guides, help center articles, API documentation, technical specifications, and other materials describing the features, functions, and use of the Services, as made available by Amberoc and updated from time to time.

"End User" means any individual who is authorized by Customer to access and use the Platform under Customer's account, including Customer's employees, contractors, and agents.

"Order Form" means a mutually executed ordering document, online subscription page, or statement of work that specifies the Services, subscription tier, fees, Subscription Term, and any additional terms applicable to Customer's use of the Platform.

"Output" means any content, text, analysis, report, insight, survey question, quality assessment, or other material generated by the AI Features in response to Customer or End User inputs.

"Platform" means the Amberoc web-based software application, including all AI Features, APIs, integrations, and related tools, accessible at amberoc.com, amberoc.ai, or such other URLs as Amberoc may designate.

"Polish" means Amberoc's conversational AI interface for analyzing survey data, generating insights, and producing reports.

"Response Data" means all data and information collected from Survey Respondents through surveys created, distributed, or managed using the Platform, including survey answers, metadata (such as IP addresses, browser information, and timestamps), and any derived data.

"Sculpt" means Amberoc's automated quality assurance module for survey responses, including fraud detection, data cleaning, and response validation.

"Services" means the Platform, AI Features, Documentation, and any related professional services, support, or consulting provided by Amberoc to Customer under this Agreement.

"Subscription Term" means the period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form.

"Survey Respondent" means any third-party individual who completes, partially completes, or otherwise interacts with a survey created and distributed through the Platform. For the avoidance of doubt, Amberoc does not control who receives surveys; Customer is solely responsible for respondent relationships and distribution.

"Usage Data" means data generated by the Platform about how the Services are accessed and used, including log data, feature usage statistics, performance metrics, and error reports. Usage Data does not include Customer Data or Response Data.

2. Account Registration and Security

2.1 Account Creation.

To access the Services, Customer must create an account by providing accurate, current, and complete information as prompted during the registration process. Customer agrees to update such information to keep it accurate and current.

2.2 Account Administrator.

Customer shall designate at least one account administrator ("Admin") who will have the authority to manage End User access, configure account settings, and serve as the primary point of contact for account-related communications.

2.3 End User Management.

Customer is responsible for managing End User access to its account, including adding and removing End Users, assigning roles and permissions, and ensuring that each End User complies with this Agreement. Customer shall ensure that each End User account is used by only one individual and that login credentials are not shared.

2.4 Account Security.

Customer is responsible for maintaining the confidentiality of all login credentials associated with its account. Customer shall implement reasonable security measures, including the use of strong passwords, and shall promptly notify Amberoc at security@amberoc.com of any unauthorized access to or use of its account. Amberoc shall not be liable for any loss or damage arising from Customer's failure to maintain account security.

2.5 Age Restriction.

The Services are intended for use by individuals who are at least 18 years of age. By creating an account or using the Services, you represent that you are at least 18 years old. If Amberoc learns that an individual under 16 is using the Services, we will take steps to terminate that individual's access.

2.6 Free Trials and Evaluation Accounts.

Amberoc may offer free trials or evaluation access to the Services. Such access is provided "as is" without any warranty, and Amberoc may terminate trial access at any time without notice. Sections 11 (Warranties and Disclaimers), 12 (Limitation of Liability), and 13 (Indemnification) apply with full force to free trial and evaluation usage.

3. Grant of License and Restrictions

3.1 License Grant.

Subject to the terms of this Agreement and Customer's payment of all applicable fees, Amberoc grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term, solely for Customer's internal business purposes and in accordance with the Documentation and any usage limits specified in the applicable Order Form.

3.2 Restrictions.

Customer shall not, and shall not permit any End User or third party to:

1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform or any component thereof;

2. sublicense, sell, resell, lease, rent, loan, distribute, or otherwise make the Services available to any third party, or use the Services to operate a service bureau, outsourcing service, or similar offering for the benefit of third parties;

3. use the Services for competitive analysis, benchmarking, or the development of a competing product or service, or provide access to any competitor of Amberoc for such purposes;

4. remove, obscure, or alter any proprietary notices, labels, or marks on or in the Services or Documentation;

5. access the Services through automated means (including bots, scrapers, or crawlers) except through Amberoc's published APIs used in accordance with the Documentation;

6. use the Services in any manner that exceeds the usage limits, user counts, response limits, or other restrictions specified in the applicable Order Form;

7. use the Services to store or transmit any malicious code, viruses, or harmful components;

8. interfere with or disrupt the integrity, performance, or security of the Services or any third-party systems connected thereto; or

9. use the Services in violation of any applicable law, regulation, or third-party right.

3.3 Reservation of Rights.

Except for the limited license granted in Section 3.1, Amberoc reserves all rights, title, and interest in and to the Services, Platform, Documentation, and all related intellectual property. No rights are granted to Customer by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

4. Customer Obligations

4.1 Survey Content Responsibility.

Customer is solely responsible for all Content created, uploaded, or distributed through the Platform, including survey questions, instructions, branding, and communications sent to Survey Respondents. Customer shall ensure that all Content complies with applicable laws, does not infringe any third-party intellectual property or privacy rights, and is not defamatory, fraudulent, or misleading.

4.2 Respondent Consent and Data Protection.

Customer is responsible for obtaining all necessary consents, permissions, and authorizations from Survey Respondents before collecting their data through the Platform. Customer shall provide Survey Respondents with appropriate privacy notices and, where required by applicable data protection laws (including GDPR, CCPA/CPRA, and other applicable privacy regulations), shall establish a lawful basis for collecting and processing respondent personal data.

*Plain language note: Amberoc provides the survey technology, but you control what data you collect and how you collect it. You are responsible for complying with privacy laws in your surveys.*

4.3 Legal and Regulatory Compliance.

Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including:

1. data protection and privacy laws (including GDPR, CCPA/CPRA, and applicable sector-specific regulations);

2. anti-spam laws (including CAN-SPAM and, if applicable, TCPA for SMS-based survey distribution);

3. financial regulations applicable to Customer's industry, including any restrictions on the collection or use of material non-public information in connection with investment research or due diligence activities; and

4. anti-bribery and anti-corruption laws applicable to Customer's operations.

4.4 Prohibited Data Collection.

Customer shall not use the Services to collect or process: (a) data in violation of any applicable law or third-party right; (b) protected health information governed by HIPAA unless Customer has entered into a separate Business Associate Agreement with Amberoc; (c) payment card data in a manner that would subject the Platform to PCI DSS requirements; or (d) data from children under the age of 16 (or such lower age as applicable under local law).

4.5 Customer Personnel.

Customer is responsible for the acts and omissions of its End Users and shall ensure that all End Users are informed of and comply with the terms of this Agreement.

5. AI Features Terms

*Plain language note: Amberoc's AI Features (Blueprint, Sculpt, and Polish) are powerful tools, but they are not infallible. This section sets expectations about AI-generated content and how your data is handled by our AI systems.*

5.1 AI Output Disclaimer.

Outputs generated by the AI Features are provided for informational purposes and as a starting point for Customer's own analysis. AI Features may produce Outputs that are inaccurate, incomplete, or unsuitable for a particular purpose. Customer acknowledges and agrees that:

1. Outputs are not a substitute for professional judgment, and Customer is solely responsible for reviewing, validating, and approving all Outputs before relying on them or distributing them to third parties;

2. Amberoc does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any Output;

3. Outputs do not constitute legal, medical, financial, investment, tax, or other professional advice; and

4. Customer assumes all risk associated with its use of and reliance on Outputs.

5.2 Prohibited AI Uses.

Customer shall not use the AI Features to:

1. generate content intended to serve as legal advice, medical advice, or regulated financial advice;

2. make or support automated decisions that produce legal effects concerning, or similarly significantly affect, any individual, unless Customer has implemented appropriate human oversight and safeguards;

3. generate content that is intentionally misleading, deceptive, or designed to impersonate any individual or entity;

4. attempt to extract, reconstruct, or reverse engineer any underlying AI model, training data, weights, or parameters; or

5. circumvent any safety measures, filters, or usage limits applicable to the AI Features.

5.3 Customer Data and AI Training.

Amberoc does NOT use Customer Data or Response Data to train, fine-tune, or improve its general-purpose AI models or the AI models of any third-party provider, unless Customer explicitly opts into such use through a separate, clearly disclosed consent mechanism. For the avoidance of doubt:

1. Customer Data and Response Data may be processed by the AI Features solely to generate Outputs in response to Customer or End User requests during a session;

2. Amberoc may use aggregated, anonymized, and de-identified usage patterns (such as feature engagement metrics and error rates) to improve the AI Features, provided that such data cannot reasonably be used to identify Customer, its clients, or any Survey Respondent; and

3. if Amberoc engages third-party AI providers to deliver AI Features, Customer Data transmitted to such providers shall be subject to contractual restrictions that prohibit the third-party provider from using Customer Data for model training.

5.4 Third-Party AI Providers.

Certain AI Features may utilize third-party AI models or services. Amberoc will identify material third-party AI providers in its Documentation or subprocessor list. Customer's use of AI Features that rely on third-party providers is subject to any applicable usage policies of those providers, which Amberoc will make available or reference in the Documentation.

5.5 AI Feature Usage Limits.

AI Features may be subject to usage limits (such as API call volumes, token limits, or query frequency) as specified in the applicable Order Form or Documentation. Amberoc reserves the right to throttle or temporarily restrict access to AI Features if Customer's usage significantly exceeds the applicable limits or threatens Platform stability.

6. Acceptable Use Policy

6.1 Prohibited Content and Conduct.

Customer shall not, and shall not permit any End User to, use the Services to:

4. send unsolicited communications, spam, or bulk messages in violation of applicable anti-spam laws;

5. engage in phishing, social engineering, or any form of deceptive data collection;

6. harass, threaten, defame, or discriminate against any individual or group;

7. distribute, store, or transmit any malicious code, including viruses, worms, Trojan horses, ransomware, or spyware;

8. collect personal data from Survey Respondents without proper legal basis, consent, or notice;

9. distribute surveys that are designed to manipulate, deceive, or coerce respondents;

10. use the Services in connection with any illegal activity, including fraud, money laundering, insider trading, or the violation of securities laws;

11. exceed the usage limits specified in the applicable Order Form, including user seats, response volumes, or API call limits;

12. interfere with or attempt to gain unauthorized access to any Amberoc systems, accounts, or data belonging to other customers;

13. impersonate Amberoc, any Amberoc employee, or any other person or entity;

14. use the AI Features for purposes of automated decision-making that produces legal effects or similarly significantly affects individuals, without appropriate human oversight; or

15. use the Services in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Services.

6.2 Enforcement.

Amberoc reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take appropriate action, including suspension or termination of access pursuant to Section 10.

7. Data Ownership and Intellectual Property

7.1 Customer Data Ownership.

As between Customer and Amberoc, Customer retains all right, title, and interest in and to Customer Data and Response Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data or Response Data to Amberoc.

7.2 License to Amberoc.

Customer grants Amberoc a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, and process Customer Data and Response Data solely to the extent necessary to provide, maintain, support, and improve the Services in accordance with this Agreement, the Privacy Policy, and applicable law.

7.3 Amberoc Intellectual Property.

Amberoc retains all right, title, and interest (including all intellectual property rights) in and to the Platform, Services, Documentation, AI Features, and all underlying technology, algorithms, models, software, interfaces, data structures, and trade secrets, including any improvements, modifications, or derivative works thereof, regardless of whether such improvements were suggested by or derived from Customer's use of the Services.

7.4 Aggregated and Anonymized Data.

Amberoc may derive aggregated, anonymized, and de-identified statistical data from the use of the Services ("Aggregated Data"), provided that such data: (a) cannot reasonably be used to identify Customer, Customer's clients, any End User, or any Survey Respondent; and (b) does not reveal the content or substance of Customer's surveys, response data, or Confidential Information. Amberoc may use Aggregated Data for any lawful business purpose, including product improvement, benchmarking, and research.

*Plain language note: We may analyze broad usage patterns (e.g., "average survey completion rates across the platform") but we will never use this in a way that reveals your specific data, your clients' identities, or your respondents' information.*

7.5 Feedback.

If Customer or any End User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Amberoc shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without obligation or compensation to Customer.

8. Confidentiality

8.1 Obligations.

The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.2 Permitted Disclosures.

The Receiving Party may disclose Confidential Information to its employees, contractors, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 8.

8.3 Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8.4 Compelled Disclosure.

If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required and shall use commercially reasonable efforts to obtain confidential treatment for any disclosed information.

8.5 Survival.

The obligations set forth in this Section 8 shall survive for a period of three (3) years following the termination or expiration of this Agreement; provided, however, that with respect to trade secrets, such obligations shall survive for as long as the information qualifies as a trade secret under applicable law.

9. Payment Terms

9.1 Fees.

Customer shall pay all fees specified in the applicable Order Form ("Fees"). Unless otherwise stated in the Order Form, Fees are quoted in United States dollars and are due in advance for each billing period.

9.2 Taxes.

All Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for all Taxes associated with its purchase of the Services, excluding taxes based on Amberoc's net income. If Amberoc is required by law to collect Taxes, such Taxes will be invoiced to Customer.

9.3 Late Payment.

Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower), calculated from the date payment was due until the date of actual payment. Customer shall reimburse Amberoc for all reasonable costs incurred in collecting overdue amounts, including attorneys' fees.

9.4 Non-Cancellable Subscriptions.

Except as expressly provided in this Agreement, all subscriptions are non-cancellable and all Fees paid are non-refundable. This provision shall not limit Customer's right to terminate for cause under Section 10.3.

*Plain language note: Subscription commitments are firm for the term specified in your Order Form. However, if Amberoc materially breaches its obligations, you retain termination rights under Section 10.3.*

9.5 Overage Fees.

If Customer's usage of the Services exceeds the limits specified in the applicable Order Form (including response volumes, End User seats, or AI Feature usage), Amberoc will notify Customer and may invoice overage fees at the rates specified in the Order Form. If no overage rates are specified, Amberoc and Customer shall negotiate overage fees in good faith.

9.6 Payment Disputes.

If Customer disputes any invoice in good faith, Customer shall provide written notice to Amberoc within fifteen (15) days of the invoice date, specifying the disputed amount and the basis for the dispute. Customer shall pay all undisputed amounts by the applicable due date. The parties shall work in good faith to resolve any dispute promptly.

10. Suspension and Termination

10.1 Suspension for Breach.

Amberoc may suspend Customer's access to the Services, in whole or in part, immediately upon written notice (which may be provided by email) if: (a) Customer materially breaches this Agreement, including the Acceptable Use Policy; (b) Amberoc reasonably determines that Customer's use of the Services poses a security risk to the Platform or other customers; or (c) suspension is required by applicable law or a governmental authority. Amberoc will use commercially reasonable efforts to limit the scope and duration of any suspension and to provide Customer with an opportunity to cure the underlying issue.

10.2 Suspension for Non-Payment.

If Customer fails to pay any undisputed Fees within fifteen (15) days after written notice of non-payment, Amberoc may suspend Customer's access to the Services until all outstanding amounts are paid in full.

10.3 Termination for Cause.

Either party may terminate this Agreement by written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any proceeding under bankruptcy, insolvency, or similar law.

10.4 Termination for Convenience.

Either party may terminate this Agreement for convenience at the end of the then-current Subscription Term by providing written notice at least thirty (30) days prior to the expiration of such Subscription Term.

10.5 Effect of Termination.

(a) Data Retrieval.

Upon termination or expiration of this Agreement, Customer shall have thirty (30) days to export or retrieve its Customer Data and Response Data from the Platform. Amberoc will provide reasonable assistance with data export upon request. After the 30-day retrieval period, Amberoc may delete Customer Data and Response Data in accordance with its standard data retention practices and the Privacy Policy.

(b) Payment.

Termination shall not relieve Customer of its obligation to pay any Fees accrued prior to the effective date of termination. If Customer terminates for cause under Section 10.3, Amberoc shall refund any prepaid Fees covering the remainder of the Subscription Term after the effective date of termination.

(c) Survival.

The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 7 (Data Ownership and Intellectual Property), 8 (Confidentiality), 9 (Payment Terms, to the extent of accrued obligations), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law and Dispute Resolution), and 16 (Miscellaneous).

11. Warranties and Disclaimers

11.1 Amberoc Warranties.

Amberoc warrants that: (a) the Services will materially conform to the Documentation during the Subscription Term; (b) Amberoc will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) Amberoc will not materially diminish the functionality of the Services during the Subscription Term.

11.2 Customer Warranties.

Customer warrants that: (a) it has the legal right and authority to enter into this Agreement; (b) its use of the Services will comply with all applicable laws; and (c) it has obtained all necessary consents and authorizations for the collection and processing of data through the Platform.

11.3 Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 11, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AMBEROC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, AMBEROC DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (B) ANY AI FEATURES OR OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; OR (C) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO AMBEROC IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions to Limitation.

The limitations in Sections 12.1 and 12.2 shall not apply to: (a) either party's indemnification obligations under Section 13; (b) either party's breach of Section 8 (Confidentiality); (c) Customer's breach of Section 3.2 (Restrictions) or Section 6 (Acceptable Use Policy); (d) either party's willful misconduct or fraud; (e) Amberoc's obligations under applicable data breach notification laws; or (f) Customer's obligation to pay Fees.

12.4 Basis of the Bargain.

The parties acknowledge that the limitations of liability in this Section 12 reflect the allocation of risk between the parties and form an essential basis of the bargain. The Services would not be provided without such limitations.

13. Indemnification

13.1 Amberoc Indemnification.

Amberoc shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings alleging that Customer's authorized use of the Services infringes or misappropriates any third-party patent, copyright, trademark, or trade secret ("IP Claim"), and shall pay any damages finally awarded or settlements approved by Amberoc. If the Services become, or in Amberoc's reasonable opinion are likely to become, the subject of an IP Claim, Amberoc may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund any prepaid Fees for the unused portion of the Subscription Term.

13.2 Exclusions from Amberoc Indemnification.

Amberoc's indemnification obligations under Section 13.1 shall not apply to the extent an IP Claim arises from: (a) Customer Data or Content; (b) modifications to the Services made by or on behalf of Customer; (c) Customer's use of the Services in combination with products, services, or data not provided by Amberoc; or (d) Customer's continued use of the Services after being notified to discontinue use.

13.3 Customer Indemnification.

Customer shall defend, indemnify, and hold harmless Amberoc and its officers, directors, employees, and agents from and against any third-party claims, actions, or proceedings arising from or related to: (a) Customer Data, Content, or Customer's surveys; (b) Customer's or its End Users' violation of applicable law; (c) claims by Survey Respondents relating to the collection, use, or disclosure of their data; or (d) Customer's breach of this Agreement.

13.4 Indemnification Procedure.

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent.

14. Modifications to Terms

14.1 Modifications.

Amberoc may modify these Terms from time to time. Amberoc will provide at least thirty (30) days' prior notice of any modifications by posting the updated Terms on the Amberoc website and sending notice to the email address associated with Customer's account. The "Last Updated" date at the top of these Terms will be revised accordingly.

14.2 Effect of Modifications.

For Customers with active Order Forms or enterprise subscription agreements, material changes to these Terms will not apply to the then-current Subscription Term without Customer's affirmative consent. For all other Customers, continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer may terminate its subscription in accordance with Section 10.4.

15. Governing Law and Dispute Resolution

15.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2 Arbitration.

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be resolved by binding arbitration administered by JAMS in accordance with its then-current commercial arbitration rules. The arbitration shall be conducted in San Francisco, California, before a single arbitrator. The language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

15.3 Injunctive Relief.

Notwithstanding Section 15.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without the requirement of posting a bond.

15.4 Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

16. Miscellaneous

16.1 Force Majeure.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, governmental actions, labor disputes, power failures, internet or telecommunications failures, or cyberattacks. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

16.2 Assignment.

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be void.

16.3 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.4 Entire Agreement.

This Agreement (including all Order Forms and documents incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between these Terms and an Order Form, the Order Form shall control.

16.5 No Waiver.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any right must be in writing and signed by the waiving party.

16.6 Notices.

All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered by hand; (b) sent by nationally recognized overnight courier; (c) sent by certified or registered mail, return receipt requested; or (d) sent by email, provided that the sending party does not receive a delivery failure notice. Notices to Amberoc shall be sent to legal@amberoc.com. Notices to Customer shall be sent to the address and email associated with Customer's account.

16.7 Export Compliance.

Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its use of the Services. Customer represents and warrants that it is not located in, or a national or resident of, any country subject to comprehensive U.S. sanctions, and is not listed on any U.S. Government denied-party list.

16.8 U.S. Government Rights.

If Customer is a U.S. Government agency or is acquiring the Services on behalf of the U.S. Government, the Services are provided as "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. Section 2.101, and are subject to the rights and restrictions described therein.

16.9 Relationship of the Parties.

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the parties.

16.10 Headings.

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

Contact Information

If you have questions about these Terms, please contact us:

Amberoc Inc.
Email: legal@amberoc.com
Website: amberoc.com