Terms of Service

These Terms of Service (this “Agreement”) is entered into as of the date you accepted these Agreement or as of the effective date listed on any Order that references this Agreement (“Effective Date”), by and between Ambiguous AI Corporation (“Ambiguous”) and the Customer (as defined below). This Agreement set forth the terms pursuant to which Customer will be permitted to purchase, subscribe to, access, or use certain of Ambiguous' products and services.

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SIGNING AN ORDER (AS DEFINED BELOW) REFERENCING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU (“CUSTOMER” OR “YOU”) AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, CUSTOMER DOES NOT HAVE AMBIGUOUS' PERMISSION TO ACCESS OR USE THE SERVICES. CUSTOMER'S USE OF THE SERVICES, AND AMBIGUOUS' MAKING AVAILABLE THE SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY AMBIGUOUS AND BY CUSTOMER TO BE BOUND BY THIS AGREEMENT. If Customer is an entity, organization, or company, then: (a) the individual accepting this Agreement on Customer's behalf represents and warrants that they have authority to bind Customer to this Agreement; (b) Customer agrees to be bound by this Agreement; and (c) the terms “Customer” and “you” shall refer to such entity.

1. Overview

Ambiguous provides an artificial intelligence (“AI”) workflow automation and process optimization platform which allows users, teams, and companies to build and use AI-powered agents (“Ambiguous Coworkers”) to automate and simplify workflows and processes (the “Service”).

2. Services

2.1 Ordering Process

This Agreement set forth the terms and conditions on which Ambiguous may provide the Services as expressly identified: (a) in an order form signed by Customer and Ambiguous that references this Agreement; or (b) during the sign-up or ordering process on the Service (each, an “Order”). Services are purchased as stated in an Order in the manner established for each of the Services.

2.2 Permitted Use

During a Subscription Term, subject to Customer's compliance with the terms of this Agreement, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation, this Agreement, the Acceptable Use Policy at https://www.ambiguous.ai/legal/terms#acceptable-use (the “AUP”), and any limitations set forth in an Order. “Documentation” means the then-current version of Ambiguous' usage guidelines and standard technical documentation for the Services that Ambiguous makes generally available to its customers of the applicable Services.

2.3 Users

Only Customer's employee or contractor that Customer allows to use the Services on Customer's behalf (“Users”) using the mechanisms designated by Ambiguous (“Log-in Credentials”), may access and use the Services. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Ambiguous with information (such name, email address, or other contact information). Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Ambiguous' breach of this Agreement). Customer will promptly notify Ambiguous if it becomes aware of any compromise of any Log-in Credentials. Ambiguous may Process Log-in Credentials in connection with Ambiguous' provision of the Services or for Ambiguous' internal business purposes.

2.4 Restrictions

Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users); (b) use a Service on behalf of, or to provide any product or service to, third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by applicable law (and then only with prior notice to Ambiguous); (e) modify or create derivative works of a Service or copy any element of a Service; (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; (k) access or use a Service in a manner that violates any laws or regulations; or (l) use the Services in violation of the AUP.

3. Support

Ambiguous will make commercially reasonable efforts to provide support to Customer in connection with its use of the Service. Customer may contact Ambiguous at hello@ambiguous.ai if Customer experiences any issue with respect to the Service. Except as expressly stated in this Agreement, Ambiguous is under no obligation to support or maintain the Service or to provide any updates, upgrades, or other technical support to Customer with respect to the Service or Customer's Customer Data. Customer's purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Ambiguous regarding future functionality or features of the Services.

4. Data

4.1 Input; Output

The Service may enable Customer and Users to submit, upload, or make available to the Service (including via Third-Party Platforms or through use of an Ambiguous Coworker) prompts, data, files, materials (including, documents, emails, applications), queries, instructions, and other content (“Input”). As part of the Services, Ambiguous Coworkers may generate results, documents, materials, suggestions, and other output based on Customer's Input (“Output”). As between Customer and Ambiguous, Ambiguous hereby assigns to Customer all right, title, and interest in and to the Output. The Input and Output are collectively “Customer Data.”

4.2 Use of Customer Data

Customer grants Ambiguous the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Services; (b) derive or generate information produced from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer's use of the Services, but excluding any identifiable Customer Data (collectively, “ Usage Data”); (c) create and compile Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual (collectively, “Aggregated Data”); and (d) as otherwise required by applicable laws or regulations or as agreed to in writing between the parties.

4.3 Privacy Policy

To the extent Personal Data as defined in Ambiguous' Privacy Policy at https://www.ambiguous.ai/legal/privacy (the “Privacy Policy”) is uploaded, transmitted, submitted, provided, or processed in connection with Customer's use of the Service, Ambiguous will comply with the Privacy Policy.

4.4 Usage Data; Aggregated Data

Ambiguous may collect, access, use, disclose, transfer, transmit, store, or otherwise process (“Process”) Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) develop new products and services; (f) to improve Services and its other products and services, including the algorithms, models, and other content available on or through the Services; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.

5. Third-Party Platforms

Ambiguous may make available one or more integrations through the Service that enable Customer to import or export information, including Customer Data, to or from Customer's account on a Third-Party Platform. A “ Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Ambiguous that Customer elects to integrate or enable for use with the Service. If Customer directs Ambiguous to transmit data to, or receive data from, a Third-Party Platform on Customer's behalf (including through Customer's use of an Ambiguous Coworker) then Customer authorizes Ambiguous to Process any such data (including Customer Data) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by Customer and the permissions granted to Ambiguous by the relevant integration (which Processing may include performing queries on the data held by the Third-Party Platform). Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. Ambiguous does not control and has no liability for any Third-Party Platform, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms use Customer Data.

6. Customer Obligations

By enabling an integration with a Third-Party Platform on the Service, including in connection with enabling an Ambiguous Coworker to access a Third-Party Platform, Customer represents and warrants that Customer has the necessary licenses, rights, consents, and permissions to authorize Ambiguous to access Customer's Customer Data on such Third-Party Platform and exercise the licenses granted by Customer in this Agreement in the manner contemplated by Ambiguous, the Service, and this Agreement. Customer will be responsible for enabling Ambiguous to access and use each item of Customer Data, including to the extent they are stored on a Third-Party Platform. Customer retains responsibility for its contractual obligations with respect to Customer Data, including Ambiguous' access to the materials on a Third-Party Platform. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Ambiguous to Process and use the Customer Data as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data. Customer will provide and maintain any hardware, software, other technology, and infrastructure that is necessary for Customer to access and use the Services.

7. Artificial Intelligence Technology

Customer acknowledges and agrees that the Services uses large language models and other generative AI models (“AI Technology”) and tools to provide the Services and Ambiguous Coworkers. The Output is generated through machine learning processes and is not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Ambiguous. Customer acknowledges that due to the nature of the Services and artificial intelligence technologies generally, the Output may not be unique and other users of the Services may receive output from the Services that is similar or identical to the Output. Customer should independently review and verify all Output as to appropriateness for any or all Customer use cases or applications. Customer acknowledges and agrees that: (a) the Services, including any Ambiguous Coworker, may produce inaccurate, incomplete, misleading, or erroneous Output; (b) it is Customer's sole responsibility to verify the accuracy of any information obtained from the Services; and (c) Customer is responsible for Customer's own reliance on the Output.

8. Free Trials; Beta Features

8.1 Free Trials

Ambiguous may make the Services or certain features thereof available to Customer on a trial basis at its sole discretion (“Free Trial”) for a trial period designated by Ambiguous (or if not designated, 30 days) (“Trial Period”). During the Trial Period, Customer may access and use the Services or designated features solely for Customer's internal evaluation and no other purposes.

8.2 Beta Features

Ambiguous may, at its sole discretion from time to time, add new features to the Service that may be described as “beta” or pre-release features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services apply to these Beta Features. Beta Features may include partially functional or non-functional features of the Service. Beta Features may be inoperable, incomplete, or include features that Ambiguous may never release, and their features and performance information are deemed to be Ambiguous' Confidential Information.

8.3 Disclaimers

Access to Free Trials and Beta Features are available at Ambiguous' discretion and where access is permitted, access by Customer or its Users is optional. Free Trials and Beta Features are provided “as is” without warranty of any kind, express or implied. Ambiguous will have no obligation to maintain, correct, update, change, modify, or otherwise support Free Trials or Beta Features and may discontinue providing Free Trials or Beta Features at any time, with or without notice. Ambiguous will not be liable for any lost revenue, lost profits, or other direct, indirect, incidental, or consequential damages arising out of or related in any way to the Free Trials or the Beta Features, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AMBIGUOUS PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR FREE TRIALS AND BETA FEATURES AND ITS LIABILITY FOR FREE TRIALS AND BETA FEATURES WILL NOT EXCEED US$50.00.

9. Suspension of Service

Ambiguous may immediately suspend Customer's access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions), Section 6 (Customer Obligations), or the AUP; (b) Customer's account is 30 days or more overdue; (c) changes to applicable laws or regulations that require that Ambiguous suspend a Service or otherwise may impose additional liability on the part of Ambiguous; or (d) Customer's actions risk harm to any of Ambiguous' other customers or the security, availability, or integrity of a Service. Where practicable, Ambiguous will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Ambiguous will restore Customer's access to the Service(s).

10. Commercial Terms

10.1 Subscription Term

A “Subscription Term” is the period during which Customer is authorized to access and use the Services is in effect, as identified in the applicable Order. Except as set forth in an Order, each Subscription Term for paid Services will automatically renew for successive terms equal in length to the Subscription Term unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

10.2 Fees and Taxes

Fees for the Services are described in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order are invoiced in advance, with overages being invoiced in arrears. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. If Customer purchases Services based on usage, Customer acknowledges that Ambiguous will charge Customer the Fees for the Services based on the usage calculated by Ambiguous. Fees for renewal Subscription Terms are at Ambiguous' then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees are non-refundable except as may be set out in Section 11.1 (Limited Warranty) and Section 15.4 (Mitigation). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Ambiguous' income tax (“Taxes”). Fees are exclusive of all Taxes.

10.3 Authorization

Customer authorizes Ambiguous to charge all sums for the Orders that Customer makes and any level of Service that Customer selects as described in this Agreement or published by Ambiguous, including all applicable Taxes, to the payment method specified in Customer's Account. If Customer pays any Fees with a credit card, then Ambiguous may seek pre-authorization of Customer's credit card account prior to Customer's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer's purchase. Customer agrees that Ambiguous may seek pre-authorization of the credit card account Customer provides to Ambiguous for payment prior to any purchase. If Customer's payment method is no longer valid at the time a renewal Fee is due, then Ambiguous reserves the right to delete Customer's Account and any information or Customer Data associated with Customer's Account without any liability to Customer.

11. Warranties and Disclaimers

11.1 Limited Warranty

Ambiguous warrants to Customer that the Services will perform materially as described in its Documentation (the “Limited Warranty”) during a Subscription Term (the “Warranty Period”). If Ambiguous breaches the Limited Warranty during the Warranty Period and Customer makes a reasonably detailed warranty claim in the manner specified by Ambiguous within 30 days of discovering a breach of the Limited Warranty for the applicable Services, then Ambiguous will use reasonable efforts to correct the non-conformity. If Ambiguous cannot do so within 30 days of receipt of Customer's warranty claim, either party may terminate the affected Order as it relates to the non-conforming Service. Ambiguous will then refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term. This Section sets forth Customer's exclusive remedy and Ambiguous' entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer's or Users' misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Free Trials and Beta Features.

11.2 Disclaimers

Except as expressly provided in Section 11.1 (Limited Warranty), the Services (including the Ambiguous Coworkers and Output) and all other Ambiguous services are provided “AS IS”. Ambiguous, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Ambiguous does not warrant that Customer's use of the Services will be uninterrupted or error-free, that Ambiguous will review Customer Data or Output for accuracy, or that it will maintain Customer Data without loss. Ambiguous is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Ambiguous' control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

12. Term and Termination

12.1 Term

The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

12.2 Termination

Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

12.3 Effect of Termination

Upon expiration or termination of an Order, Customer's access to and Ambiguous' obligations to provide the Services described in the Order will cease. After expiration or termination of this Agreement, Ambiguous will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion Customer Data and other Confidential Information, as defined in Section 16, may be retained in Ambiguous' standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement's confidentiality restrictions.

12.4 Survival

These Sections and all definitions survive expiration or termination of this Agreement: 2.4 (Restrictions), 4.4 (Usage Data; Aggregated Data), 6 (Customer Obligations), 8.3 (Disclaimers) 10.2 (Fees and Taxes), 11.2 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), and 19 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

13. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data provided to Ambiguous. Except for Customer's use rights in this Agreement, Ambiguous and its licensors retain all intellectual property rights and other rights in the Services, Ambiguous Coworkers, Documentation, Usage Data, and Ambiguous technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Ambiguous. If Customer provides Ambiguous with feedback or suggestions regarding the Services or other Ambiguous offerings, Ambiguous may use the feedback or suggestions without restriction or obligation.

14. Limitations of Liability

14.1 Consequential Damages Waiver

Except for Excluded Claims (as defined below) neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

14.2 Liability Cap

Except for Excluded Claims, each party's (and its suppliers' and licensor's) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Ambiguous pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.

14.3 Excluded Claims

“Excluded Claims” means: (a) Customer's breach of Sections 2.4 (Restrictions) or 6 (Customer Obligations); (b) either party's breach of Section 16 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under the indemnifying party's obligations in Section 15 (Indemnification).

14.4 Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section 14.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

15. Indemnification

15.1 Indemnification by Ambiguous

Ambiguous will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Ambiguous, when used by Customer as permitted under the applicable Order infringes or misappropriates a third-party's U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees) or agreed in a settlement by Ambiguous resulting from the claim.

15.2 Indemnification by Customer

Customer will defend Ambiguous from and against any third-party claim to the extent resulting from Customer Data or Customer's breach or alleged breach of Section 6 (Customer Obligations), and will indemnify and hold harmless Ambiguous against any damages and costs awarded against Ambiguous (including reasonable attorneys' fees) or agreed in a settlement by Customer resulting from the claim.

15.3 Procedures

The indemnifying party's obligations in this Section 15 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Ambiguous is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

15.4 Mitigation

In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Ambiguous determines necessary to avoid material liability, Ambiguous may at its option: (a) procure rights for Customer's continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service's overall functionality; or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

15.5 Exceptions

Ambiguous' obligations in this Section 15 do not apply: (a) to infringement or misappropriation resulting from Customer's modification of Services or use of Services in combination with items not provided by Ambiguous (including Third-Party Platforms); (b) to infringement resulting from or based on the Output or use thereof; (c) to unauthorized use of Services; (d) if Customer settles or makes any admissions about a claim without Ambiguous' prior consent; or (e) Free Trials, Beta Features, or other free or evaluation use.

15.6 Exclusive Remedy

This Section 15 sets out Customer's exclusive remedy and Ambiguous' entire liability regarding infringement or misappropriation of third-party intellectual property rights.

16. Confidentiality

16.1 Definition

“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Ambiguous' Confidential Information includes Usage Data, Aggregated Data, the terms and conditions of this Agreement, and any technical or performance information about the Services. Customer's Confidential Information includes Customer Data.

16.2 Obligations

As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data) and Section 5 (Third-Party Platforms); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser's request, Recipient will delete all Confidential Information, except, in the case where Ambiguous is the Recipient, Ambiguous may retain the Customer's Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Ambiguous, the Third-Party Platforms), provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.

16.3 Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

16.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.

17. Required Disclosures

Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by applicable law, subpoena, or court order, provided (if permitted by applicable law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

18. Publicity

Neither party may publicly announce that the parties have entered into this Agreement, except with the other party's prior consent or as required by applicable law. However, Ambiguous may include Customer and its trademarks in Ambiguous' customer lists and promotional materials but will cease further use at Customer's written request.

19. General Terms

19.1 Modifications

Ambiguous may revise this Agreement from time to time with notice to Customer (email or posting on Ambiguous' website being sufficient). Revisions will be effective immediately except that, for existing users, material revisions will be effective upon the start of Customer's next renewal Subscription Term. Ambiguous may require that Customer accept the revised Agreement in order to continue to use the Services. If Customer does not agree to the revised Agreement, then Customer should discontinue its use of the Services. Except as expressly permitted in this Section 19.1 (Modification), this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.

19.2 General Provisions

This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Ambiguous regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Ambiguous' prior written consent. Ambiguous may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Ambiguous' right to require performance at any other time after that, nor will a waiver by Ambiguous of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.3 Governing Law

This Agreement is governed by the laws of the State of Washington and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in King County, Washington and both parties submit to the personal jurisdiction of those courts.

19.4 Additional Terms

Customer's use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Ambiguous may post on or link to from the Service (“ Additional Terms”), including the AUP. All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

19.5 Consent to Electronic Communications

By using the Service, Customer consents to receiving certain electronic communications from Ambiguous as further described in Ambiguous' Privacy Policy. Please read Ambiguous' Privacy Policy to learn more about Ambiguous electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Ambiguous sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.6 Contact Information

The Service is offered by Ambiguous AI Corporation located at 800 Bellevue Way NE, Floor 5, Bellevue, WA 98004. Customer may contact Ambiguous by sending correspondence to that address or by emailing Ambiguous at hello@ambiguous.ai.

19.7 Notice to California Residents

If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19.8 Export

Customer will comply with all relevant U.S. and foreign export and import laws and regulations in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.