Terms of Service

Terms of Service

These Terms of Service ("Terms") constitute an agreement governing the use of the Services (defined below) provided by Helium AI Corp., a Delaware corporation doing business as Ambral ("Ambral" or "Company") to the organization identified in the applicable Order Form or that otherwise accesses the Services ("Customer"). This Agreement is effective as of the date of an applicable signed Order Form or, if earlier, the date upon which Customer first accesses the Services (as applicable, the "Effective Date"). This Agreement also refers to and incorporates any ordering document signed by Customer and Ambral or Ambral webpage that Customer uses to purchase the Services (each, an "Order Form") (collectively with these Terms, the "Agreement").

By clicking a box or otherwise indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Services or otherwise entering into an Order Form or other contract with Ambral for the purchase of Services or under which Services are made available to you, or by otherwise accessing and/or using the Services, whichever is earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Services, you shall not access or use the Services. If you are accessing and/or using the Services on behalf of a company (such as your employer) or other legal entity, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms.

1. SERVICES AND SUPPORT

1.1 Services

Customer may obtain from Ambral the right to access and use the software, platforms, AI agents, and other technology made available by Ambral for purchase or use by its customers (the "Services") pursuant to the terms of this Agreement.

1.2 Rights

Subject to the terms of this Agreement, Ambral grants Customer during the applicable Subscription Term (as defined below) a non-exclusive, non-sublicensable, non-transferable right to access and use the Services in accordance with this Agreement and Ambral's published product documentation ("Documentation").

1.3 Support

While under valid license, Ambral will provide Customer with reasonable technical support services in accordance with Ambral's standard practice.

1.4 Authorized Users

Customer will not allow any person other than Authorized Users to access or use the Services. Customer may authorize any employee or contractor of Customer to access or use the Services (each an "Authorized User") on behalf of Customer, provided that Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services as if made by Customer itself. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created.

1.5 Third-Party Services

Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services") through the Services. Ambral does not provide any aspect of the Third-Party Services, and Third-Party Services are not "Services." Ambral makes no representations or warranties regarding Third-Party Services and is not responsible for any issues, errors or bugs in the Third-Party Services or in the Services to the extent caused by the Third-Party Services. Customer is solely responsible for maintaining the Third-Party Services, obtaining any associated licenses and consents necessary to use the Third-Party Services in connection with the Services, and the interoperation and configuration of any Third-Party Services with Customer's use of the Services.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Restrictions

Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Ambral in writing); (iii) sell, assign, lease, sublicense, or otherwise transfer the Services or Software, in whole or in part, to any third party without Ambral's prior written consent; (iv) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi) interfere with or disrupt the integrity or performance of the Services, Software or data contained therein; (vii) attempt to gain unauthorized access to the Services, Software or its related systems or networks; or (viii) use the Services or Customer Data in a manner that infringes, misappropriates, or otherwise violates any third party's rights or violates laws and regulations.

2.2 Customer Equipment

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, Customer's access credentials and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.3 Suspension

Ambral may suspend Customer's access to the Services if (i) required by law to do so, or (ii) if Ambral believes, acting reasonably and in good faith, that the use of the Services by Customer violates this Agreement or if Customer's use of the Services poses a credible security risk or risk of harm to the Services, Ambral, or a third party. Ambral will use reasonable efforts to narrowly tailor the suspension and to give Customer notice before suspending Customer's use of the Services, unless prohibited by law.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances (hereinafter referred to as "Confidential Information"). Confidential Information of Ambral includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes Customer Data (as defined below). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect the Disclosing Party's Confidential Information, but in no event using less precautions than the Receiving Party uses to protect its own confidential information of a similar nature; (ii) not to use (except in performance of the Services or as otherwise permitted herein) such Confidential Information; or (iii) disclose to any third person any such Confidential Information except as permitted in this Agreement. The Receiving Party may disclose Confidential Information to the extent required by law, provided that Receiving Party uses reasonable efforts to notify the Disclosing Party in advance (unless prohibited by law).

3.2 Customer Data

As between Customer and Ambral, Customer shall retain all right, title and interest in and to the data and information submitted by Customer and its Authorized Users to the Services ("Customer Data"). Customer is responsible for all Customer Data provided to Ambral and represents and warrants that Customer has all rights, licenses, and permissions required to provide Customer Data and for Ambral to access and use Customer Data in accordance with this Agreement. Customer hereby grants to Ambral a limited, non-exclusive, worldwide license to access and use Customer Data as necessary to provide the Services to Customer and its Authorized Users.

3.3 AI Features

The Services include features powered by artificial intelligence ("AI Features"). In certain cases, the AI Features may allow Customer to submit Customer Data as input (including as prompts or queries) ("Input") in order for the AI Features to return outputs to Customer based on the Input ("Output"). As between Ambral and Customer, the Output that Customer generates using AI Features forms part of Customer Data. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of any Output from any AI Features for Customer's use case. Ambral will not use, or permit its subcontractors to use, Customer Data to (i) train artificial intelligence models underlying the Services; or (ii) improve or develop the Services or other products or services of Ambral (except for fine tuning and similar activities conducted exclusively for the benefit and use of Customer).

3.4 Ambral Rights

Ambral shall own and retain all right, title and interest in and to (a) the Services, Software, Documentation, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation or support services, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth in this Agreement, and all rights are expressly reserved by Ambral and its licensors.

3.5 Usage Data

Notwithstanding anything to the contrary, Customer understands and agrees that Ambral shall have the right to collect and use Usage Data (defined below) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Ambral offerings. As used herein, "Usage Data" means analytics, statistics or performance data about the use of the Services. For clarity, Usage Data: (a) will not include any Customer Data and (b) will be anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify Customer, its Authorized Users or any natural person.

3.6 Feedback

From time to time, Customer or its employees, contractors, or representatives may provide Ambral with suggestions, comments, feedback or the like regarding Ambral's products and services (collectively, "Feedback"). Customer hereby grants Ambral a perpetual, irrevocable, transferable (with right to sublicense), worldwide, royalty-free, fully-paid up license to use and exploit all Feedback for any purpose, including, without limitation, the testing, development, maintenance and improvement of the Services.

4. PAYMENT OF FEES

4.1 Fees

Customer will pay Ambral the fees described in the Order Form in accordance with the terms therein (collectively, the "Fees"). All Fees are nonrefundable and all payment obligations are non-cancelable except as expressly provided herein. If Customer in good faith believes that Ambral has billed Customer incorrectly, Customer must contact Ambral no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to request an adjustment or credit.

4.2 Payment Terms

Customer is responsible for providing complete and accurate billing and contact information to Ambral and notifying Ambral of any changes to such information. Ambral may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Ambral thirty (30) days after the mailing date of the invoice, unless otherwise agreed in an Order Form. Unpaid undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection and may result in immediate termination of Service.

4.3 Taxes

Customer is responsible for payment of all sales, use and excise taxes applicable to Fees and other services fees ("Taxes"), except for taxes based upon Ambral's income. Fees are exclusive of Taxes.

5. TERM AND TERMINATION

5.1 Agreement Term

This Agreement commences on the Effective Date and continues until terminated as permitted herein (the "Term"). If there are no active Order Forms, this Agreement may be terminated by either party upon thirty (30) days' prior written notice.

5.2 Subscription Term; Renewal

The term of Customer's Services subscription ("Subscription Term") is indicated in the applicable Order Form. Unless otherwise agreed in the Order Form, after the applicable Subscription Term, Customer's Order Forms shall automatically renew for successive one-year Subscription Terms unless either party provides written notice of its intention not to renew at least 30 days before the end of the then-current Subscription Term. Upon renewal, all terms and conditions of this Agreement shall remain in effect unless amended in writing by mutual agreement of the parties.

5.3 Mutual Termination for Cause

In addition to any other remedies it may have, either party may also terminate this Agreement, in whole or in part, upon written notice if the other party (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after such notice; or (b) ceases its business operations or becomes subject to a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within ninety (90) days.

5.4 Effect of Termination

If this Agreement expires or is terminated for any reason: (a) all rights granted by Ambral hereunder shall cease on the effective date of termination; (b) within 30 days of written request, Ambral will delete Customer Data from its systems, and each Receiving Party will delete any Confidential Information of the other in its possession or control, provided that a Receiving Party may retain Confidential Information following its standard back up or retention policies or as required by applicable law; and (c) if Customer terminates for Ambral's uncured material breach, Ambral will provide Customer a refund of any prepaid, unused fees for the Services. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination.

5.5 Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Warranty

Ambral shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ambral or by third-party providers, or because of other causes beyond Ambral's reasonable control, but Ambral shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

6.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND AMBRAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AMBRAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

7. LIMITATION OF LIABILITY

7.1 Limitation

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AMBRAL AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND AMBRAL'S REASONABLE CONTROL.

7.2 Liability Cap

IN NO EVENT SHALL AMBRAL'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO AMBRAL IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS IN THIS SECTION 7 WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

8. INDEMNIFICATION

8.1 Customer Indemnification

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Ambral's standard published policies then in effect and all applicable laws and regulations. Customer agrees to indemnify, defend, and hold Ambral and its Affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys' fees) arising out of a third-party claim related to (i) Customer's violation of this Agreement, (ii) any Customer Data or use thereof (except to the extent such a claim arises from Ambral's use of Customer Data in violation of this Agreement). Although Ambral has no obligation to monitor Customer's use of the Services, Ambral may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

9. MISCELLANEOUS

9.1 Entire Agreement

This Agreement (including any Order Form incorporated herein) and its exhibits and attachments constitute the entire agreement of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, relating to such subject matter. In the event of a conflict between the documents that make up the Agreement, the documents will control in the following order: (a) Order Form; (b) any separate written agreement between the parties (e.g., Master Services Agreement); and (c) Terms of Service. All modifications to the Agreement must be in a writing signed by both parties.

9.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.3 Assignment

This Agreement is not assignable, transferable or sublicensable by Customer except with Ambral's prior written consent. Ambral may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Relationship

The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

9.5 Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9.6 Governing Law

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

9.7 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations hereunder (other than any obligation to make a payment) resulting from any cause beyond such party's reasonable control, including pandemic, weather, fire, floods, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism, provided that such party cures the breach as soon as possible after the occurrence of the unforeseen event.