Terms of Service - Ambar Memories
Last updated: December 18, 2025
These Terms of Service (these “Terms”) govern your access to and use of all products and services provided by Ambar Memories Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “Ambar Memories,” “we,” “our,” or “us”). Ambar Memories operates a digital memorabilia platform that connects physical tokens to immersive digital experiences, including software applications, websites, tools, and related services that allow users to view, upload, create, manage, publish, and interact with multimedia content.
By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by any additional terms and policies referenced herein, including our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.
These Terms constitute a legally binding agreement between you and Ambar Memories. If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and in such cases, “you” and “your”, as referenced in these Terms, refer to that entity.
These Terms apply to all components of the Ambar Memories ecosystem, including without limitation: (i) the Ambar Memories Player, which encompasses the iOS App, Web App, Android-compatible experience, and app clip, (ii) the Ambar Memories Composer, (iii) the public Website (ambarmemories.com), (iv) any interactive or digital experiences accessed through Tokens or similar physical artifacts, and (v) any future applications, tools, or services that link to these Terms.
We may modify or update these Terms from time to time to reflect changes in our practices, technologies, legal requirements, or operations. When we make material changes, we will update the “Last Updated” date at the top of this document and may provide additional notice, such as through the Platforms or by email. Your continued use of the Services after any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modifications, you must stop using the Services.
You may use the Services only if you (i) are at least the minimum age required by applicable law to form a binding contract, (ii) have the legal capacity to enter into these Terms, and (iii) comply at all times with these Terms and all applicable laws and regulations. Certain features or components of the Services, such as the Ambar Memories Composer, may require you to create an account or meet additional eligibility requirements, which will be described where applicable.
1. Definitions
For purposes of these Terms, the following terms shall have the meanings set forth below. Capitalized terms used elsewhere in these Terms shall have the meanings assigned to them in this Section or where the term is first defined in context.
(a) “Ambar Memories App Clip” or “App Clip” means the limited-functionality iOS App Clip experience that enables lightweight access to certain Ambar Memories Player features without installing the full Ambar Memories iOS application.
(b) “Ambar Memories Composer” or “Composer” means the web-based content creation and publishing platform that allows authorized users to upload, create, manage, configure, and publish multimedia content or digital experiences accessible through the Services.
(c) “Ambar Memories Player” or “Player” means the applications and browser-based experiences (including the iOS App, Web App, Android-compatible Player, and App Clip) that allow users to access, view, or interact with multimedia content associated with Tokens or published through the Composer. Depending on the platform, the Player may also allow users to upload photos, videos, or other media for private viewing.
(d) “Ambar Materials” means, collectively, the Platform, the Services, Company IP, all information, data, analytics, reports, software-generated content, Token-related materials, documentation, and any other materials made available by Ambar Memories under these Terms.
(e) “Company IP” means all intellectual property owned, controlled, or licensed by Ambar Memories, including software, source code, algorithms, interfaces, tools, templates, workflows, multimedia elements, branding, documentation, and any other materials provided through the Platform or the Services, excluding User Content.
(f) “Device” means any hardware capable of accessing or interacting with the Services, including smartphones, tablets, computers, or NFC-capable devices that can read or activate Tokens.
(g) “DMCA” means the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512 et seq.
(h) “Effective Date” means the date these Terms are accepted by you or first applied to your use of the Services.
(i) “Organization” means any company, group, team, or entity that administers one or more Composer accounts or under whose authority Composer users are granted access.
(j) “Platforms” or “Services” means collectively the Ambar Memories Player, the Ambar Memories Composer, the App Clip, the public Website (ambarmemories.com), and all related software, tools, applications, features, APIs, documentation, hardware-integrated interactions (including Token use), and any future services linked to these Terms.
(k) “Subscription Services” means any paid, recurring, or premium features of the Services, including subscription access to the Ambar Memories Composer or other paid platform capabilities.
(l) “Third-Party IP” means any software, libraries, tools, content, open-source components, or other materials owned or licensed by third parties and incorporated into or made available through the Services.
(m) “Token” or “Ambar Memories Token” means a physical artifact (including NFC devices, cards, or similar objects) that directs a Device to access or interact with digital experiences created through the Ambar Memories Composer and made available via the Services. Tokens function solely as access mechanisms and do not contain, store, or constitute ownership of any content.
(n) “User,” “Customer,” or “you” means any individual or entity that accesses or uses the Services, including visitors to the public Website, Player users, Composer users, Token holders, and organizational accounts.
(o) “User Content” means all content, media, data, text, images, videos, audio, metadata, or other materials submitted, uploaded, created, or published by Users through the Services. User Content does not include Company IP.
2. Services
(a) Ambar Memories Composer. The Ambar Memories Composer is a web-based platform that enables authorized users to create, upload, manage, and publish multimedia content and digital experiences. Content published through the Ambar Memories Composer may be linked to Tokens or made accessible through the Ambar Memories Player. Ambar Memories Composer users are solely responsible for ensuring they have all rights, licenses, and permissions necessary to upload and distribute their content.
(b) Ambar Memories Player. The Ambar Memories Player allows users to access and interact with digital memories, multimedia content, and immersive experiences associated with Tokens or with content published via the Ambar Memories Composer. Depending on the platform, the Ambar Memories Player may allow users to upload photos, videos, or other media for private viewing. Users remain solely responsible for the content they upload and must ensure that such content complies with these Terms and applicable law. Functionality of the Ambar Memories Player may vary by device, operating system, or browser, and we may modify, update, or discontinue features at our discretion.
(c) Ambar Memories App Clip. The Ambar Memories App Clip provides lightweight access to certain Ambar Memories Player features without requiring installation of the full iOS application. App Clips are limited by design and may not support uploads, account features, or advanced interactions. Accessing the App Clip constitutes use of the Services and is subject to these Terms. Certain versions of the Ambar Memories Player allow users to upload personal photos, videos, or other media for private viewing through the Player. These uploads are stored by us to enable playback, cross-device access, and account-linked features. You remain responsible for all content you upload and represent that you hold all necessary rights to upload such content and store it via the Services.
(d) Tokens. Ambar Memories Tokens are physical items that provide users with access to digital experiences created through the Ambar Memories Composer. When tapped, scanned, or otherwise activated, a Token may direct a device to the corresponding content available through such Token. Tokens do not store personal information, do not constitute ownership of digital content or intellectual property, and do not guarantee permanent access to any experience. Tokens simply act as access devices, and we are not responsible for lost, damaged, or malfunctioning Tokens or for the availability of content linked to them.
(e) Public Website. The public website provides marketing, informational, and support content regarding our products and services. Certain pages may allow you to submit inquiries, contact us, or access resources such as documentation or support materials. Use of the public website constitutes use of the Services and is subject to these Terms.
(f) The Services are designed to work together across multiple platforms. The availability, functionality, and performance of certain features may vary depending on (i) the capabilities of your device, browser, or operating system, (ii) whether you use the iOS App, Web App, Android-compatible Player, or App Clip, (iii) whether you create an account, and (iv) whether you are a user of the Ambar Memories Composer with access to additional features. We may modify, enhance, restrict, or discontinue features at any time without notice. We may introduce new tools, features, or experimental functionality as part of the Services. Such features may be labeled as beta, preview, early access, or similar terms, and may be offered for limited testing, evaluation, or feedback. Beta features may contain bugs, may be incomplete, and may be modified or discontinued at any time. Your use of any beta or experimental functionality is voluntary and subject to these Terms.
3. Account Registration
(a) Account Registration. When you create an account, you agree to provide accurate, current, and complete information and to keep such information updated at all times. Ambar Memories may require different account types for different roles or functions within the Services, and certain account types may be limited to approved or authorized users. Some components of the Services may be accessed without creating an account. However, certain features, including those available in the Ambar Memories Composer, may require you to register for an account. Creating an account to use the Ambar Memories Player is optional. Without an account, you may still access Token content and certain features; however, features such as cross-device sync, media uploads, and persistent preferences may require an account. If you choose to create an account, you agree to comply with these Terms and any additional requirements applicable to account-enabled features. To use the Ambar Memories Composer, you must create an account and, if applicable, be granted the necessary permissions by your organization or team. You represent and warrant that all information you provide during registration is accurate and that you are authorized to use the Composer to upload, create, or publish content. We may grant, restrict, or revoke access to the Composer in our own discretion.
(b) Account Security. You are responsible for maintaining the confidentiality of your login credentials, including your username, password, and any authentication mechanisms enabled for your account. You agree that (i) you will not share your credentials with anyone else, (ii) you will notify us immediately if you become aware of any unauthorized use of your account or any breach of security, and (iii) you are solely responsible for all activities that occur under your credentials, whether or not you authorized them.
(c) Account Ownership. Except as otherwise expressly permitted by Ambar Memories, account rights are personal to you and may not be transferred, assigned, sublicensed, or shared. For Composer accounts used by organizations, the organization, and not any individual user, may be deemed the account owner. Ambar Memories may request documentation to verify ownership or authority in the event of a dispute. If we believe that your account has been compromised, misused, or accessed without authorization, we may suspend or disable the account, require password resets or identity verification, or take any other action we deem necessary to protect the Services and their users.
(d) Termination or Suspension of Accounts. Ambar Memories may suspend, restrict, or terminate your account or access to the Services at any time, with or without notice, if we determine that (i) you have violated these Terms, (ii) your use poses a security, operational, or legal risk, (iii) we are required to do so by law or by a third-party service provider, or (iv) your account has been inactive for an extended period, as determined by Ambar Memories in its sole discretion. Termination of your account may result in the loss or deletion of your stored content, as described in these Terms and our Privacy Policy.
(e) Responsibility for End Users. If you administer or manage a team account within the Ambar Memories Composer, you are responsible for ensuring that all authorized individuals under your account comply with these Terms. You further acknowledge that (i) you are responsible for any content uploaded by your team, (ii) you must remove or restrict access for individuals who should no longer use your organizational account, and (iii) Ambar Memories may require you to verify your authority before making changes to team membership or permissions.
License to Use the Services
(a) License to Use the Services. Subject to your continued compliance with these Terms, Ambar Memories hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your personal or authorized business use and strictly in accordance with these Terms. This license includes the right to install and use the Ambar Memories Player on compatible devices and to access the Ambar Memories Composer, public website, and any related tools made available to you by Ambar Memories.
(b) Restrictions on Use. Except as expressly permitted by these Terms, you agree that you will not, and will not attempt to: (i) copy, modify, translate, or create derivative works of the Platforms; (ii) distribute, transfer, license, lease, sell, or otherwise commercialize or make the Platforms available to any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying structure, algorithms, or data of the Platforms, except to the extent such restrictions are prohibited by law; (iv) circumvent, disable, or interfere with security or access controls, technical protections, or usage limits within the Platforms; (v) access the Platforms using automated tools (such as bots, crawlers, or scrapers) except as expressly permitted by Ambar Memories in writing; (vi) use the Platforms in a manner that violates any applicable law or regulation; (vii) use the Services to store or transmit malicious code, spam, or content intended to disrupt or damage systems or data; or (viii) interfere with, disrupt, or impair the performance or integrity of the Platforms or any third-party data, content, or systems.
(c) Limitations to Users of Ambar Memories Composer. If you are a user of the Ambar Memories Composer, your license to use the Composer is limited to uploading, managing, organizing, configuring, and publishing multimedia content in accordance with these Terms and any additional policies or guidelines provided by Ambar Memories. You may not use the Composer for purposes that violate intellectual property rights, privacy rights, or any contractual obligations, or in general any rights of third parties.
(d) No Rights in the Services or Content. Except for the limited licenses expressly granted to you under these Terms, you acknowledge and agree that all right, title, and interest in the Platforms (including software, interfaces, tools, designs, content, trademarks, graphics, and other materials provided by us) are and remain the exclusive property of Ambar Memories. You further acknowledge that no ownership rights or licenses are granted to you by implication, estoppel, or otherwise.
(e) Software Updates and Modifications. The Services may automatically download, install, or prompt you to install updates, patches, enhancements, or new versions designed to improve functionality, security, or performance. You agree that Ambar Memories may deploy such updates without additional notice to you and that these Terms apply to any updated versions of the Platforms. Ambar Memories may modify or discontinue features at any time.
(f) Third-Party App Store Terms. If you download the Ambar Memories Player or any related mobile application from an app store or distribution platform (such as Apple’s App Store or Google Play), you acknowledge that your use of such applications is also subject to the terms and conditions of the applicable platform provider. In the event of a conflict between those terms and these Terms, these Terms govern your relationship with Ambar Memories, while the platform terms govern your relationship with the platform provider.
(g) Reservation of Rights. All rights not expressly granted to you under these Terms are reserved by Ambar Memories. Your license to use the Services will automatically terminate if you fail to comply with these Terms or if your access is suspended or terminated pursuant to these Terms, without need of further action by us.
5. Tokens
(a) Functionality of Tokens. Ambar Memories Tokens are physical items designed to provide access to digital experiences hosted through the Services. When a Token is tapped, scanned, or otherwise activated using a compatible device, the Token may direct you to multimedia content created in the Ambar Memories Composer and made available through the Ambar Memories Player. Tokens function solely as access mechanisms, and their operation depends on the availability of the Services and the continued existence of the associated digital content. Tokens do not contain, embed, or store personal information. They contain only an identifier or reference that points to digital content hosted on our Platforms. Accessing content via a Token may cause Ambar Memories to process your information as described in our Privacy Policy, but the Token itself does not carry or collect personal data.
(b) No Ownership Rights. A Token does not grant ownership of, or any intellectual property rights in, the associated content. You understand and agree that all content accessible through Tokens remains the property of Ambar Memories or the applicable user of the Ambar Memories Composer, as determined by the uploader. Access to content may depend on account status, platform availability, or configuration; and content may be modified, removed, or made unavailable at any time pursuant to these Terms. The content linked to a Token is hosted within the Platforms and is subject to these Terms. Ambar Memories is not responsible for the accuracy, legality, completeness, or appropriateness of content uploaded to the Ambar Memories Composer. The availability of such content may vary based on content settings, publication status, or platform updates.
(c) Access. Tokens rely on the proper functioning of device hardware, software, operating systems, network connectivity, and the Platforms. Ambar Memories does not guarantee that Tokens will function indefinitely or that the associated digital experiences will always remain accessible. Ambar Memories may modify, relocate, restrict, or discontinue content or features linked to a Token in accordance with these Terms. We may modify, suspend, or discontinue token-related features or functionality at any time as part of updates to the Services. Except as required by law, we have no obligation to maintain backward compatibility with older Tokens, systems, or configurations.
(d) Lost, Damaged, or Malfunctioning Tokens. Ambar Memories is not responsible for replacing Tokens that are lost, stolen, damaged, destroyed, or non-functional due to user actions, device incompatibility, or third-party interference. We do not guarantee that Tokens will operate on all devices or in all environments.
6. User Content
(a) Ownership. You retain all rights, title, and interest in and to the User Content. Ambar Memories does not claim ownership of User Content. User Content includes, without limitation, photos, videos, text, and other media uploaded through the Ambar Memories Player and to the Ambar Memories Composer
(b) License You Grant to Ambar Memories. By submitting, uploading, or publishing User Content, you grant Ambar Memories a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, process, modify (solely for technical purposes), transmit, display, and otherwise use User Content as necessary to operate, maintain, and provide the Services, including enabling access through the Ambar Memories Player and Tokens. Ambar Memories does not use User Content for advertising or commercial purposes unrelated to providing the Services.
(c) Your Responsibility for User Content. You are solely responsible for User Content and you represent and warrant that: (i) you have all rights, licenses, permissions, and consents necessary to submit or publish User Content through the Services; (ii) User Content does not violate any law, infringe any intellectual property right, privacy right, publicity right, or contractual obligation; (iii) User Content does not contain harmful, abusive, deceptive, infringing, or otherwise objectionable material; and (iv) User Content complies with these Terms and any guidelines provided by Ambar Memories. Ambar Memories does not monitor or verify rights for User Content and is not responsible for obtaining any permissions or clearances.
(d) Additional Terms for Users of Ambar Memories Player. Content uploaded through the Ambar Memories Player is private by default, accessible only to you and your authorized devices unless explicitly shared using future features. Ambar Memories does not publish, distribute, or display User Content to others except as required by law or necessary to provide the Services.
(i) Technical Limitations and Storage. While Ambar Memories uses commercially reasonable measures to store User Content, you acknowledge that: (i) Ambar Memories does not guarantee permanent retention or backup; (ii) storage capacity, compression, or performance optimizations may apply; (iii) User Content may be lost, corrupted, or become temporarily or permanently unavailable; and (iv) you are responsible for maintaining your own backups. Ambar Memories disclaims liability for loss or corruption of User Content to the extent permitted by law.
(ii) Deletion of User Content. You may delete User Content at any time. Deleted content will be removed from active systems within a reasonable time, though residual copies may persist in backups or logs for a limited period.
(e) Additional Terms for Users of Ambar Memories Composer
(i) Publication and Distribution. Composer users may configure how their User Content is published or made accessible, including through Tokens, direct or indirect URLs, the Ambar Memories Player, or access settings within the Composer. Ambar Memories is not responsible for misconfigurations, unintended publication, or unauthorized access caused by settings chosen by users of Ambar Memories Composer.
(ii) Required Rights and Permissions. If you use the Ambar Memories Composer, you hereby represent and warrant that your use of the Ambar Memories Composer and your User Content: (i) does not infringe intellectual property or privacy rights; (ii) complies with all applicable laws and third-party obligations; (iii) does not require additional royalties, residuals, or fees beyond those you have secured; and (iv) does not contain unauthorized personal data. Ambar Memories is not responsible for verifying or policing rights in User Content.
(iii) Prohibited User Content. User Content may not include material that is illegal, infringing, harmful, deceptive, defamatory, exploitative, or otherwise objectionable, including malware or code intended to disrupt systems.
(iv) Data Loss, Uptime Limitations, and Technical Risks. You hereby acknowledge and agree that: (i) the Ambar Memories Composer may experience outages, interruptions, or delays; (ii) User Content may be lost, corrupted, modified, or become inaccessible; (iii) Ambar Memories does not guarantee continuous uptime, error-free operation, or permanent storage; and (iv) Ambar Memories Composer users must maintain their own backups outside the Services. To the fullest extent permitted by law, Ambar Memories disclaims liability for any loss or corruption of User Content.
(v) Removal by Ambar Memories. Ambar Memories may remove or restrict User Content if it: (i) violates these Terms; (ii) infringes third-party rights; (iii) poses legal, security, or operational concerns; or (iv) is subject to a lawful takedown notice.
(f) Takedown Requests and Complaints. Ambar Memories may remove or restrict access to User Content if we believe it violates these Terms or applicable law, or if we receive a notice alleging infringement or unauthorized use. You agree to cooperate with Ambar Memories in resolving any such complaints, including providing evidence of your rights in the User Content.
(g) No Obligation to Monitor. Ambar Memories has no obligation to screen, edit, or monitor User Content. However, we reserve the right to access, review, or remove User Content if we believe such action is necessary to enforce these Terms, comply with applicable law, or protect the safety, rights, or property of Ambar Memories, or users of the Services, or any third parties.
(h) Copyright Complaints and DMCA Compliance. Ambar Memories respects the intellectual property rights of others and expects users of the Platforms to do the same. In accordance with the DMCA and other applicable laws, Ambar Memories has adopted the policy described in this Section 6(h) through 6(l) to address claims of copyright infringement occurring in connection with the Services.
If you believe that content hosted, displayed, or distributed through the Services infringes your copyright, you may submit a DMCA notice requesting its removal or the blocking of access to it.
(i) DMCA Takedown Notice. To submit a DMCA notice, you must send a written request to Ambar Memories’ designated copyright agent (“Designated Agent”) that includes all of the following information: (i) a physical or electronic signature of the owner of the copyrighted work or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed, or a representative list if multiple copyrighted works are involved; (iii) identification of the material claimed to be infringing and information reasonably sufficient to permit Ambar Memories to locate the material (including URLs or Token references, if applicable); (iv) your contact information, including name, address, telephone number, and email address; (v) a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on their behalf.
DMCA notices must be sent to Ambar Memories’ Designated Agent at the following email: support@ambarmemories.com
(j) Counter-Notification Procedure. If material you uploaded or published was removed or disabled as a result of a DMCA notice and you believe that such removal was in error, you may submit a counter-notification to the Designated Agent containing the following: (i) your physical or electronic signature; (ii) identification of the material that was removed or disabled and the location where the material appeared before removal; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (iv) your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal courts in the judicial district where you reside and that you will accept service of process from the person who submitted the original DMCA notice. Upon receipt of a valid counter-notification, Ambar Memories may restore the removed material unless the original complainant notifies Ambar Memories within 10 business days that they have filed a legal action seeking a court order to restrain the user from engaging in infringing activity.
(k) Repeat Infringer Policy. In accordance with the DMCA and other applicable laws, Ambar Memories has adopted a policy of terminating, in appropriate circumstances and in its sole discretion, the accounts of users who are determined to be repeat infringers. Ambar Memories may also temporarily disable access, remove content, or suspend publication privileges for users suspected of repeated or flagrant violations.
(l) Reservation of Rights. Ambar Memories reserves the right to remove content alleged to be infringing without prior notice, at its sole discretion, and without liability to the user whose content is removed. Ambar Memories may take any additional action it deems appropriate under these Terms or otherwise required by law. Nothing in this Section 6 limits Ambar Memories’ ability to enforce other provisions of these Terms or its rights under applicable law.
7. Ownership of Platforms; Ambar Memories Intellectual Property
(a) Ownership of Platforms. The Services, including all software, source code, algorithms, interfaces, graphics, design elements, layouts, text, images, audiovisual materials, animations, metadata structures, workflows, templates, compilation logic, content delivery systems, Token protocols, and all other materials or content provided or made available by Ambar Memories through, or in connection with, the Platforms, and the Ambar Memories name, logos, product names, domain names, user interface elements, and other branding components (collectively, “Company IP”) are the exclusive property of Ambar Memories Inc. and its subsidiaries and affiliates or, where applicable, its third-party licensors. Except for the limited licenses expressly granted in these Terms, no ownership or intellectual property rights in the Company IP are transferred to you, and all such rights are reserved by Ambar Memories and its licensors.
(b) Limited License to Use Company IP. Subject to your compliance with these Terms, Ambar Memories grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Company IP solely as necessary for your personal or authorized business use of the Services. This limited license does not permit you to: (i) copy, modify, adapt, translate, or create derivative works of Company IP; (ii) distribute, publish, sell, or sublicense Company IP; (iii) remove, obscure, or alter any branding, logos, copyright notices, or proprietary legends; (iv) reverse engineer or attempt to extract any source code, data structures, or algorithms; or (v) use Company IP for any commercial purpose not expressly permitted by Ambar Memories in writing.
(c) Third-Party Content and Licenses. The Services may include or rely upon third-party software, media, libraries, open-source components, or other materials (“Third-Party IP”). Third-Party IP is licensed solely in accordance with the terms accompanying such content. Nothing in these Terms modifies your rights or obligations with respect to Third-Party IP. Ambar Memories does not guarantee availability, accuracy, or continued functionality of Third-Party IP.
(d) Content Created Using the Ambar Memories Composer. Users of Ambar Memories Composer may use tools, templates, UI elements, and other Company IP within the Ambar Memories Composer to assemble or create multimedia experiences. While such users retain ownership of their own User Content pursuant to this Section 7, all Company IP used to compose or display it remains the exclusive property of Ambar Memories and is licensed, and not sold, to such users. Users of Ambar Memories Composer may not extract, export, or repurpose Company IP outside the Services without Ambar Memories’ written permission.
(e) Feedback and Improvements. If you provide us with suggestions, ideas, comments, enhancement proposals, or any other form of feedback regarding the Services (“Feedback”), you acknowledge and agree that we may use, modify, incorporate, publish, or otherwise exploit such Feedback in perpetuity and without restriction, without any obligation to you. All improvements or enhancements to the Services, whether based on Feedback or developed independently, remain the exclusive property of us.
(f) Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by Ambar Memories and its licensors. No implied licenses are granted.
8. Privacy
Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains how we collect, use, store, share, and protect personal information when you access or interact with any component of the Services. By using the Services, you acknowledge that you have read and understand the Privacy Policy and agree that we may process your information in accordance therewith.
9. Payments
(a) Subscription Fees. Access to certain features of the Ambar Memories Composer, including content publishing, advanced media management, and collaboration tools, may require the purchase of a subscription or payment of recurring fees (collectively, “Subscription Services”). Subscription Services, if offered, will be billed on a monthly, annual, or other interval disclosed at the time of purchase. By enrolling in a Subscription Service, you authorize Ambar Memories to automatically charge the applicable fees to your designated payment method at the beginning of each billing cycle, unless you cancel before the renewal date.
(b) Pricing and Billing. Prices for Subscription Services, Tokens, or any other paid features are displayed at the time of purchase and are subject to change. Ambar Memories may modify pricing at any time by providing notice through the Services or by email. Continued use of the Subscription Services after a price change constitutes your acceptance of the new pricing. All payments are due in the currency indicated at checkout and must be made using a valid, accepted payment method. You represent and warrant that you are authorized to use the payment method provided.
(c) Automatic Renewal. Unless explicitly stated otherwise, Subscription Services automatically renew at the end of each billing cycle at the then-current rate. You may cancel renewal at any time through your account settings or by following the instructions provided in your billing confirmation. Cancellation will take effect at the end of the current billing period; no refunds will be issued for partial periods except where required by law.
(d) Tokens. Ambar Memories may sell physical Tokens or other access artifacts that provide users with the ability to view corresponding digital experiences. Token purchases are final and non-refundable, unless required by applicable law. Tokens do not guarantee perpetual access to any digital content, as access depends on the availability and functionality of the Services and the settings selected by the user who published the associated content. Token purchases may be processed by Ambar Memories directly or by authorized third-party distributors.
(e) Additional Paid Features. Ambar Memories may introduce paid features within the Services. These may include, without limitation: (i) storage upgrades; (ii) premium media formats or processing features; (iii) AI-powered enhancements or interactive tools; (iv) limited-time unlocks for specific content; or (v) advanced audience management features in the Ambar Memories Composer. Any such paid features will be clearly disclosed at the time of purchase and are subject to these Terms.
(f) Trials, Promotions, Credits, and Discounts. Ambar Memories may offer, from time to time, in its sole discretion, free trials, promotional pricing, referral credits, or other temporary access incentives. Ambar Memories reserves the right to modify, cancel, or revoke any such promotions at any time, including before redemption. If a Subscription Service transitions from a free trial to a paid plan, you will be charged at the end of the trial period unless you cancel before the trial expires.
(g) Taxes. Fees may be subject to applicable taxes, including sales, VAT, GST, or other transaction-based taxes. You are responsible for all taxes associated with your purchase, excluding taxes based on Ambar Memories’ net income. Tax amounts will be charged to your payment method when required by law.
(h) No Refunds. Except as expressly stated in these Terms or required by applicable law, all payments are final and non-refundable, including payments for Subscription Services, Tokens, upgrades, or unused portions of billing cycles. Ambar Memories is not responsible for financial losses related to account termination, data loss, content removal, or service outages.
(i) Payment Processing. Payments may be processed by third-party payment processors on behalf of Ambar Memories. By submitting payment information, you agree to comply with such processors’ terms and conditions. Ambar Memories is not responsible for errors, delays, or security incidents involving third-party payment processors.
(j) Failure to Pay. If you fail to pay any fees when due, Ambar Memories may, without liability to you: (i) suspend or terminate your access to Subscription Services; (ii) restrict publication or distribution of User Content through the Platforms; (iii) disable access to stored content; or (iv) take any other action permitted under these Terms. Ambar Memories may also use collection services or legal processes to recover unpaid amounts.
10. Prohibited Uses
Ambar Memories reserves the right, but has no obligation, to monitor use of the Services and enforce this Section 10. Ambar Memories may remove or disable access to any content, suspend accounts, revoke Token functionality, or take legal action where necessary. You agree that you will not, and will not authorize, assist, or enable any third party to:
(a) Misuse or Tamper With the Services
(i) access the Services through unauthorized means, including scraping, crawling, or automated systems;
(ii) bypass, circumvent, or interfere with security features, access controls, Token authentication, or content-delivery mechanisms;
(iii) probe, scan, or test the vulnerability of any system or network;
(iv) deploy malware, harmful code, or disruptive technologies; or
(v) interfere with or disrupt servers, networks, or infrastructure supporting the Services.
(b) Infringe or Violate Rights
(i) upload, publish, distribute, or otherwise make available content without sufficient rights, licenses, permissions, or consents;
(ii) infringe any copyright, trademark, patent, trade secret, privacy, publicity, or other proprietary right; or
(iii) impersonate any person or misrepresent your affiliation with any entity.
(c) Use the Services for Harmful or Unlawful Purposes
(i) upload illegal, deceptive, defamatory, obscene, hateful, or exploitative content;
(ii) violate applicable laws or regulations;
(iii) stalk, harass, or harm any person; or
(iv) engage in fraud or deception.
(d) Misuse Composer or Token Infrastructure
(i) improperly configure publishing or access settings;
(ii) intentionally expose content to unauthorized audiences;
(iii) use Tokens to host or distribute unlawful content;
(iv) produce counterfeit, cloned, or unauthorized Tokens; or
(v) use the Composer to distribute spam, advertisements, or unrelated commercial material.
(e) Reverse Engineering and Derivative Use
(i) reverse engineer, decompile, disassemble, or attempt to extract source code, data models, or algorithms;
(ii) modify, adapt, translate, or create derivative works of the Services or Company Content; or
(iii) use Company Content outside the Services without express written consent.
(f) Unauthorized Commercial Use
(i) sell, rent, sublicense, or commercialize access to the Services without permission;
(ii) operate a competing service using any part of the Ambar Materials; or
(iii) resell Tokens or other platform features except as expressly permitted.
11. No Warranties
(a) DISCLAIMER OF WARRANTIES. THE SERVICES, THE COMPANY IP, AND ALL INFORMATION, CONTENT, DATA, REPORTS, ANALYTICS, USER CONTENT, SOFTWARE-GENERATED CONTENT, TOKEN–RELATED MATERIALS, THIRD-PARTY MATERIALS, AND ANY OTHER MATERIALS MADE AVAILABLE BY AMBAR MEMORIES (COLLECTIVELY, THE “AMBAR MATERIALS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBAR MEMORIES, ON BEHALF OF ITSELF, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AMBAR MEMORIES MAKES NO WARRANTY THAT THE AMBAR MATERIALS OR ANY RESULTS THEREOF: (i) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR COMPATIBLE WITH ANY PARTICULAR DEVICE OR SYSTEM; (iii) WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL CODE; (iv) WILL PRESERVE OR MAINTAIN ANY CONTENT, INCLUDING USER CONTENT; OR (v) WILL PROVIDE ANY PARTICULAR BUSINESS, CREATIVE, OPERATIONAL, OR FINANCIAL RESULT.
YOU ACKNOWLEDGE THAT AMBAR MEMORIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING USER CONTENT, AUTOMATED OUTPUT, OR ANY MATERIALS PROVIDED BY THIRD PARTIES.
AMBAR MEMORIES SHALL HAVE NO LIABILITY FOR, AND SHALL NOT INDEMNIFY OR DEFEND YOU AGAINST, ANY CLAIM BROUGHT BY A THIRD PARTY ARISING OUT OF YOUR CONTENT OR YOUR USE OR RELIANCE ON ANY AMBAR MATERIALS OR RESULTS PRODUCED THROUGH THE SERVICES.
(b) Service Availability and Limitations. You acknowledge that the Services may be subject to interruptions, delays, failures, or data loss. The availability and performance of the Services may depend on third-party providers, device compatibility, browser behavior, operating system policies, network conditions, and other factors beyond Ambar Memories’ control. Ambar Memories does not guarantee that the Services will be continuously available, operate without interruption, or be free from errors.
(c) No Guarantee of Data Preservation. You acknowledge that the User Content may be lost, corrupted, unavailable, or unrecoverable. Ambar Memories makes no warranty regarding the preservation, reliability, or continued availability of any content uploaded, stored, or published through the Services. You are solely responsible for maintaining your own backup copies.
(d) Token Limitations. Ambar Memories does not guarantee the proper functioning of Tokens or the availability of content linked to them. Token functionality may be dependent on external hardware, software, network connectivity, and the continued operation of the Services. Ambar Memories may modify or discontinue Token-related features at any time.
12. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AMBAR MEMORIES, ITS SUBSIDIARIES, AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) LOSS OF BUSINESS, REVENUE, PROFITS, OR GOODWILL; (c) LOSS OF DATA, LOSS OF CONTENT, CORRUPTION OF CONTENT, INABILITY TO ACCESS CONTENT, INTERRUPTION OF SERVICE, OR BREACH OF SYSTEM SECURITY; (d) COST OF SUBSTITUTE GOODS OR SERVICES; OR (e) ANY DAMAGES ARISING FROM TOKEN MALFUNCTION, DEVICE INCOMPATIBILITY, OR CONTENT UNAVAILABILITY. EVEN IF AMBAR MEMORIES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT SHALL AMBAR MEMORIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EXCEED THE TOTAL AMOUNT PAID BY YOU TO AMBAR MEMORIES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, INCLUDING INDEMNIFICATION CLAIMS, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AMBAR MEMORIES.
13. Termination
(a) Termination by Ambar Memories. Ambar Memories may suspend or terminate your access to the Services, your account, your ability to publish or distribute content, or the functionality of any Token at any time, with or without notice, if Ambar Memories determines, in its sole discretion, that: (i) you have breached or violated any provision of these Terms; (ii) your use of the Services poses legal, operational, reputational, or security risks to Ambar Memories or other users; (iii) you have engaged in fraud, misconduct, or unlawful activity; (iv) you have infringed or misappropriated the rights of others; (v) your account has been inactive for an extended period; or (vi) continued access is no longer commercially or technically feasible.
(b) Termination by Customer. You may terminate your account at any time by following the account closure procedures in the Services or by providing written notice to Ambar Memories, or selecting the corresponding option made available through the Platforms. Termination is effective when Ambar Memories processes the request. Subscription fees are non-refundable unless required by law.
(c) Effect of Termination. Upon termination: (i) your right to use the Services immediately ceases; (ii) access to your account and User Content may be disabled; (iii) Ambar Memories may retain or delete User Content in accordance with its data retention policies; (iv) Tokens linked to your User Content may cease to function or may display an error page; (v) Ambar Memories may continue to store backup copies for a limited period; and (vi) any provisions that by their nature should survive termination will survive.
14. Indemnification
(a) User Indemnification. You agree to indemnify, defend, and hold harmless Ambar Memories Inc., its subsidiaries and affiliates, and each of their respective directors, officers, employees, contractors, licensors, and agents (collectively, the “Ambar Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) User Content, (ii) your use or misuse of the Services; (iii) your breach of these Terms or violation of any applicable law or regulation; (iv) your infringement, misappropriation, or violation of any intellectual property right, privacy right, publicity right, or other right of any person or entity; (v) your failure to obtain required rights, permissions, or authorizations for content you upload or publish; (vi) any disputes between you and third parties relating to content, rights, attribution, distribution, or access; and (vii) any fraud, negligence, willful misconduct, or other wrongful acts committed by you.
(b) Composer Specific Indemnification. If you are a user of the Ambar Memories Composer, your indemnification obligations further extend to claims arising out of: (i) the publication, distribution, or configuration of User Content; (ii) unauthorized or unlawful inclusion of third-party personal data or proprietary material; (iii) misconfigured access settings that expose content to unintended users; (iv) reliance on User Content by end users; and (v) failures to comply with your obligations concerning rights clearance, licensing, and lawful content distribution.
(c) Defense and Control. Ambar Memories reserves the right, at its option and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate fully with Ambar Memories in defending any claim. You may not settle any claim without Ambar Memories’ prior written consent unless the settlement: (i) includes a full and unconditional release of the Ambar Parties; (ii) imposes no obligation on any Ambar Party; and (iii) does not require any admission of fault or liability.
(d) Survival. Your indemnification obligations under this Section survive your use of the Services, the termination of your account, and any expiration or termination of these Terms.
15. Electronic Notices and Disclosures; Electronic Signature
(a) Acceptance by Use. By registering for, accessing, or using the Services, Customer acknowledges and agrees that it is bound by these Terms of Service, including any supplemental terms of use, policies, or guidelines, including our Privacy Policy, each as amended or updated from time to time. Continued use of the Services after any such amendment or update constitutes Customer’s acceptance of the Agreement and all such supplemental terms, policies, and guidelines, as modified.
(b) Changes to Terms. Ambar Memories may, at any time and in its sole discretion, modify or update these Terms of Service, the Privacy Policy, or any supplemental terms of use, policies or guidelines. When Ambar Memories determines, in its sole discretion, that changes are significant, Ambar Memories may provide notice to Customer in any manner Ambar Memories deems appropriate, including by email, by posting on the Ambar Memories website or platform, or by other electronic means. Customer’s continued use of the Services after any such notice or posting constitutes acceptance of the updated terms. Customer is responsible for regularly reviewing the Agreement, Privacy Policy, and Supplemental Terms to remain informed of any modifications.
(c) Electronic Notices and Disclosures. As an online service, Ambar Memories provides communications, including receipts, confirmations, periodic notices, updates to agreements, and disclosures, in electronic form unless otherwise required by law. Ambar Memories will provide such communications by posting them on our Platforms or by sending them to the email address associated with your account, if applicable. You hereby consent to receive such communications in electronic format, acknowledge that such electronic communications have the same meaning and effect as paper copies, and agree that withdrawal of such consent will terminate your ability to use the Services.
(d) Electronic Signature. By selecting the “I agree” box, clicking to accept, or typing its name as directed on any form or screen, Customer agrees that its electronic signature constitutes valid execution and acceptance of these Terms of Service and any related documents. Such electronic signature is the legal equivalent of a manual signature and shall be enforceable as such. No certification authority or third-party verification is required to validate the enforceability of any electronic signature under these Terms of Service.
(e) Conclusive Records. Customer agrees that Ambar Memories’ records of any registration, click-through, acceptance, or other use of the Services, including logs, timestamps, and copies of notices sent by email or posted to the platform, shall be deemed conclusive evidence of Customer’s agreement to and acceptance of these Terms of Service, any supplemental terms, and any updates or modifications thereto.
16. Miscellaneous
(a) Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Service, excluding its Exhibits; (ii) second, the Exhibits to these Terms of Service as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Force Majeure. In no event shall Ambar Memories be liable to Customer, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service, if and to the extent such failure or delay is caused by any circumstances beyond Ambar Memories’ reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(c) Amendment and Modification; Waiver. We may modify these Terms of Service at any time by posting a revised version on our Platforms or by otherwise communicating such amendments to you. Any modification to these Terms of Service will become effective upon posting or notice to you. You will be deemed to have accepted the modification if you continue to use the Services after the amended Agreement has been posted and a communication has been sent to you. We may, at any time and without liability, modify or discontinue all or part of the Services.
(d) Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Service so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(e) Governing Law; Submission to Jurisdiction. These Terms of Service are governed by and shall be construed in accordance with the internal laws of the State of New York, without regard to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. You agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the Services, including their interpretation, formation, performance, or enforcement, shall be brought exclusively in the state or federal courts located in New York County, New York. You hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue or forum, including objections based on inconvenient forum. Notwithstanding the foregoing, Ambar Memories shall retain the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy actual or threatened misuse, misappropriation, or infringement of its intellectual property rights, confidential information, or proprietary materials.
(f) WAIVER OF JURY TRIAL. YOU AND AMBAR MEMORIES EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THESE TERMS.
(g) CLASS ACTION WAIVER. YOU AGREE THAT ANY CLAIMS OR DISPUTES SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. THE COURTS REFERENCED ABOVE SHALL HAVE EXCLUSIVE JURISDICTION TO ADJUDICATE ANY DISPUTE REGARDING THE SCOPE OR ENFORCEABILITY OF THIS CLASS ACTION WAIVER.
(h) Assignment. You may not assign any rights or obligations under these Terms of Service, without our prior written consent. Any attempt to do so will be void and constitute a material breach of these Terms of Service. Ambar Memories may assign these Terms of Service without your consent upon reasonable notice to you.
(i) US Government Rights. Each of the SaaS Documentation, and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services, and SaaS Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations hereunder, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.