Terms of Service

This User Service Agreement is a policy governing the Subscriber’s use of the software and services provided by Amberlo Limited registered in Ireland with company number 621379 and with its registered office at Ground Floor, 8-9 Marino Mart, Fairview, Clontarf Dublin 3 Ireland further referred as (“AMBERLO”) under the brand name of Amberlo. This is a legal agreement which incorporates the Privacy Policy at https://www.amberlo.io/privacy-policy/. By registering to use the Service, the Subscriber agrees to be bound to the terms of this User Service Agreement.

1. Definitions

(a) “Account Data” means data that pertains to the Subscriber and Users necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Users relating to contacts, matters, tasks, or similar data. (b) “Administrator” means the person designated by Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator. (c) “Agreement” means this entire User Service Agreement and incorporates by reference the Privacy Policy located at https://www.amberlo.io/privacy-policy/. (d) “Confidential Information” means the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises. (e) “Content” means any information or materials User uploads or posts to the Service, including, without limitation, information about its Users or Registered Clients. (f) “Data Protection Law” means the Data Protection Act 1988 as amended from time to time, or any legislation enacted in substitution for such legislation in the Republic of Ireland. (g) ‘Good Industry Practice’ means the deployment of that degree of care and skill, technical resources, and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the European Union. (h) “Including” means ‘including, without limitation’ and ‘include’ and ‘included’ will be interpreted in like manner. (i)“Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectuals, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing. (j) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client (or representative of a client) of a Subscriber. (k) “Regulator” means for Subscribers practicing law in the European Union, the body which is responsible for regulating the provision of legal services. (l) “Service” means the services provided from time to time by AMBERLO under the brand name ‘Amberlo’ through the website located at www.amberlo.io. (m) “Subscriber” means the entity (typically a law firm) which purchases the Service. (n) “Security Emergency” shall mean a breach by Subscriber of this Agreement that (a) could disrupt (i) AMBERLO’s provision of the Service; (ii) the business of other Subscribers; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service. (o) “User” means an individual person, other than a Registered Client, provided with access to the Service by an Administrator.

2. Limited Licence & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service. 2.2 AMBERLO does not review or pre-screen Content and AMBERLO claims no Intellectual Property Rights in the Content. 2.3 Subscriber shall ensure that Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Users. 2.4 Subscriber shall not copy or resell the Service. Subscriber must not exploit access to the Service or any portion of the Service, including the HTML, cascading style sheet, or any visual design elements otherwise than for Subscriber’s own internal business and for the design purpose of the Service. 2.5 Subscriber shall not modify, reverse engineer, adapt or otherwise tamper with the Service, except as mandated by law, or modify another website so as to falsely imply that it is associated with the Service, AMBERLO, or any other service provided by AMBERLO. 2.6 Subscriber shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. 2.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. 2.8 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licenses, Intellectual Property Rights, and other rights and interests in and to the Service shall remain solely with AMBERLO. Subscriber is not entitled or permitted to use the Service otherwise than through the medium of the internet-hosted version deployed by AMBERLO. 2.9 AMBERLO reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content. 2.10 AMBERLO reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that AMBERLO shall provide Subscriber with thirty days’ notice of any modification that materially reduces the functionality of the Service and in such circumstances Subscriber shall have the right to terminate this Agreement by contacting Amberlo Support via email at support@amberlo.io. 

2.11 AMBERLO reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repairs, or installation of upgrades. AMBERLO will provide no less than two business days’ notice prior to any such suspension. Such notice may include posting a message using the Service. AMBERLO shall have the right to temporarily suspend access to the Service without notice in circumstances where urgent action is required to protect the Service if the delay caused by giving notice could cause material harm. AMBERLO shall use all reasonable endeavors to minimize operational suspensions in order to minimize disruption to the Service. 2.12 The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers. 2.13 AMBERLO uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. 2.14 Subscriber grants to AMBERLO the right during Subscriber’s use of the Service, to store and process the Confidential Information for the sole purpose of performing AMBERLO’ obligations under the Agreement in accordance with its terms.

3. Access to the Service

3.1 Only Users and Registered Clients are permitted to use the Service. In order to access the Service, Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by AMBERLO. 3.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Subscriber shall use all reasonable endeavors to ensure that each Username is only used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users. 3.3 The Administrator shall have the authority to administer the subscription to the Service on behalf of the Subscriber and to designate additional Users and/or Administrators. Each Subscriber may have multiple Administrators. The Administrator shall have the authority to deactivate an active Username if the Administrator wishes to terminate access to the Service for that User. 3.4 Where a Subscriber has just one Administrator, it will provide AMBERLO with the name and contact information of a designated User for use as an alternative point of contact if AMBERLO is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator. 3.5 As between AMBERLO and the Subscriber, any Content remains the property of the Subscriber. 3.6 Upon cancellation or termination of the Service, AMBERLO shall only liaise with the Administrator or the designated User described in Clause 3.4 above (if the Administrator is unable to be reached) regarding the retrieval of Content. 3.7 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. 4.2 AMBERLO acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties imposed by the Regulator) owed by the Subscriber to its clients.

5. Security and Access

5.1 AMBERLO shall provide a secure method of authentication and access to the Service, including: (a) User password management and the protection of passwords by utilizing code consistent with Good Industry Practice relating to password management; and (b) Transmission of passwords in an encrypted format. 5.2 Except as set out in Clause 5.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated with the Service, and for the accuracy and adequacy of Content. 5.3 Subscriber will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify AMBERLO upon suspicion that a Username or password has been lost, stolen, compromised, or misused. 5.4 At all times, AMBERLO, shall: (a) use Good Industry Practice in relation to information security and processing Content; (b) employ Good Industry Practice with respect to network security techniques, including firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; (c) ensure its hosting facilities use Good Industry Practices for security and privacy; 5.6 AMBERLO shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that AMBERLO reasonably believes has led to or is likely to lead to unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). AMBERLO shall make such report within 48 hours after learning of the Security Breach. 5.7 In the event of a Security Breach, AMBERLO shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and (d) use all reasonable endeavors to mitigate any harmful effect of the Security Breach.

6. Data Protection

6.1 References to ‘Data Controller’, ‘Data Processor’, ‘Personal Data’ have the meanings defined in the Data Protection Law. 6.2 Subscriber, acting as Data Controller, shall comply with the Data Protection Law. 6.3 AMBERLO, acting as Data Processor, shall comply with the Data Protection Law. AMBERLO shall: (a) act only on instructions from Subscriber or the Regulator in respect of any Personal Data processed by AMBERLO; (b) have technical and organisational measures in place, having regard to the state of technological development and the cost of implementing any measures, against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Personal Data and the nature of the Personal Data; (c) take reasonable steps, having regard to the state of technological development and the cost of implementing any measures, to ensure the reliability of any of its staff who have access to Personal Data processed in connection with this Agreement; and (d) not transfer the Personal Data provided by Subscriber to a country or territory outside the European Economic Area without ensuring the Personal Data is afforded adequate protection within the meaning of the Data Protection Law. 6.4 Subscriber acknowledges that, with certain exceptions, AMBERLO support personnel do not have access to Content and will require permission from a User if asked to provide services related to a specific document (other than certain document restoration services which are provided without need for access). Subscriber shall instruct Users to provide Content access to AMBERLO personnel only on an as-needed basis and to terminate such access promptly after the need for such access has expired. In the performance of help desk support where file-sharing is used, it is the responsibility of Users to ensure that any and all sharing sessions are terminated.

7. Regulatory Requirements

7.1 Subscriber authorizes and AMBERLO agrees to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) for access to Content pertaining to the clients and business of Subscriber. 7.2 Notwithstanding any other provisions of the Agreement, AMBERLO agrees to return, upon demand, in a complete, readable, and understandable form, all Content. This obligation will prevail even if Subscriber is in breach of its obligations to AMBERLO or if Subscriber is in dispute with AMBERLO.

8. Legal Compliance

If AMBERLO is required by law to make any disclosure of Confidential Information, AMBERLO will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, AMBERLO may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled to disclose.

9. Managed Backup and Archiving

9.1 AMBERLO maintains a managed backup service on servers located in the European Economic Area to facilitate the restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. AMBERLO shall use such service to recover lost or corrupted Content at no cost to the Subscriber. 9.2 Following termination of the Service for any reason, Subscriber shall have ninety days to retrieve any and all Content before it is deleted.

10. Payment, Refunds and Subscription Changes

10.1 In exchange for the Service, Subscriber shall pay the subscription fees advertised by AMBERLO and in the manner and at the times specified below. 10.2 Subscribers must provide AMBERLO with a valid credit card for payment for the applicable subscription fees. All subscription fees are exclusive of VAT or other sales or use taxes which Subscribers agree to pay as required by law, subject to AMBERLO raising a valid VAT invoice. 10.3 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidental to using the Service including charges for Internet access, data roaming, and other data transmission charges. 10.4 Monthly Subscribers will be charged their inaugural monthly fee at the conclusion of their free trial period. Thereafter, they will be charged in advance every thirty days. Annual Subscribers will pay their annual fee in advance and will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable. 10.5 Except in so far as the Service is unavailable by reason of the acts or omissions of AMBERLO, no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription. 10.6 There are no charges for canceling a subscription, and subscriptions canceled prior to the end of their current billing cycle will not be charged again in the following cycle. 10.7 The amount charged to the Subscriber on successive billing cycles will be automatically updated to reflect any changes to the Subscriber’s subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of features, or an increase or reduction in the amount of available capacity for Content provided by the Service. 10.8 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, AMBERLO receives an amount equal to the sum it would have received had no such deduction or withholding been made. 10.9 If the Client is paying by credit card, the Client authorizes the Operator to charge their credit card or bank account for all fees payable for each payment period. The Client further authorizes the Operator to use a third party to process payments and consents to the disclosure of their payment information to such a third party.

11. Term and Termination

11.1 To cancel a subscription, Subscribers must provide at least 30 days’ notice by contacting Amberlo Support via email at support@amberlo.io. Cancellations requested through any other means, will not be accepted for security reasons. 11.2 The term of this Agreement shall commence when the first User logs in to the Service and shall continue until the Service is terminated, as specified in Section 11.1 (or as otherwise expressly set out in this Agreement). The Service can be terminated at the end of the current subscription period, which is typically one month but may vary based on commercial offers available at the time. Without prejudice to AMBERLO’s rights and remedies expressly set out in this Agreement, AMBERLO is similarly entitled to terminate the Services (by giving at least 30 days’ notice to the Subscriber) at the end of the current subscription period. 11.3 Without prejudice to any rights that have accrued under this Agreement or any of their rights or remedies, either party may at any time terminate this Agreement: (a) by giving written notice to the other party with immediate effect if the other party commits a material breach of this Agreement (including failure to pay any amounts due under this Agreement for more than thirty days after the due date for payment) and fails to remedy that breach within a period of thirty days after being notified in writing to do so; or (b) by giving thirty days’ written notice after the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts due to bankruptcy, or (being a partnership) has any partner to whom any of the foregoing apply; or (c) by giving thirty days’ written notice after any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to Clause 11.3.b. 11.4 Subscriber shall remove all Content from the Service prior to termination of this Agreement. AMBERLO is authorized to delete and destroy all Content stored on the Service in the repository of Subscriber 90 days after the Agreement terminates. AMBERLO shall have no obligation to notify any Users of termination of this Agreement or the Service or the deletion of Content. AMBERLO shall have no liability to Subscriber or any Users related in any way to its deletion and destruction of Content in accordance with this Agreement. To the extent Subscriber requests the assistance of AMBERLO in converting, copying, deleting, or otherwise affecting Content in connection with the termination of this Agreement, such services will be performed on a time and material basis at rates outlined in AMBERLO’ then-current price list and payment schedule. 11.5 As required by Clause 9 above (“Managed Backup and Archiving”), upon the termination of a subscription, Content is made available to the Administrator or the designated User described in Clause 3 above. Following a period of no less than ninety (90) days from the termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement. 11.5 As required by Clause 9 above (“Managed Backup and Archiving”), upon the termination of a subscription, Content is made available to the Administrator or the designated User described in Clause 3 above. Following a period of no less than ninety (90) days from the termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement. 11.6 AMBERLO reserves the right to cancel accounts using a free-of-charge plan if there has been no login or activity on the account for a period exceeding three (3) consecutive months. Amberlo will make reasonable efforts to notify users of their account’s impending cancellation due to inactivity for at least seven (7) days before taking any action. Cancellation of such accounts will not result in any financial liability to Amberlo or the user. 

12. Limitation of Liability

12.1 Nothing in this Agreement shall exclude or limit any party’s liability for: (a) death or personal injury resulting from that party’s negligence; (b) that party’s fraud or statements made fraudulently by that party; or (c) any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability. 12.2 No party will be liable under any circumstances for any: (a) loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or (b) pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or (c) punitive or exemplary damages; even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result. 12.3 AMBERLO will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of: (a) back-up facilities available as part of the Service; or (b) advice from help desk support or reasonable practices and tools promulgated by AMBERLO to avoid such loss or claims. 12.4 AMBERLO’ aggregate liability to Subscriber for any claims, losses, damages or expenses whatsoever and howsoever caused arising in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, shall not exceed the total fees (excluding VAT) for all Users paid by the Subscriber during the 6 months leading up to the date the claim first arose. 12.5 A Regulator may enforce any term of this Agreement. 12.6 AMBERLO shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of AMBERLO (a “Force Majeure Event”).

13. Warranties and Representations

13.1 Subscriber warrants and represents that it has the legal right to store, process, and distribute Content using the Service. 13.2 AMBERLO shall use reasonable care and skill when performing the Services. 13.3 AMBERLO warrants that the Content will be encrypted and will be stored securely, having regard to the state of technological development and the cost of implementing any measures. 13.4 Each of the parties agrees to perform this Agreement in accordance with applicable laws. 13.5 AMBERLO warrants and represents that it is lawfully entitled to enter into this Agreement and to provide the Services without infringing the Intellectual Property Rights of any third party. 13.6 The Services may not be compatible with Subscriber’s computer and/or other equipment. The Service may not be error-free. AMBERLO disclaims any warranty as to any results that may be obtained from the use of the Service. Nothing in this Clause 13.6 shall modify AMBERLO’ obligations under Clause 4 above (“Confidentiality”) or Clause 5 above (“Security and Access”). 13.7 Each party acknowledges and agrees that it has not entered into this Agreement on the basis of any representations or promises not expressly contained herein. 13.8 Except as specifically provided elsewhere in this agreement, AMBERLO hereby disclaims all warranties of any kind, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by AMBERLO.

14. Indemnification

14.1 Subscriber hereby agrees to indemnify and hold harmless AMBERLO from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following: (a) Users’ breach of any obligation stated in this Agreement, and (b) Users’ negligent acts or omissions. 14.2 AMBERLO will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit, or proceeding with legal advisers reasonably acceptable to AMBERLO. AMBERLO reserves the right to participate in the defense of the claim, suit, or proceeding, at AMBERLO’s expense, with counsel of AMBERLO’s choosing. 14.3 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, AMBERLO shall indemnify, defend and hold Subscriber harmless from and against any and all direct party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Service infringes any Intellectual Property Rights of any third party. 14.4 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Subscriber shall indemnify, defend and hold AMBERLO harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content infringes any Intellectual Property Rights of any third party. 14.5 Any indemnity given by AMBERLO to Subscriber under this Agreement is subject to the pre-condition that (i) Subscriber must mitigate its loss; (ii) AMBERLO is given prompt and complete control of the claim giving rise to the indemnity (at AMBERLO’ cost); (iii) Subscriber does not prejudice AMBERLO’ defense of such claim; (iv) Subscriber gives AMBERLO all reasonable assistance with such claim (at AMBERLO’ cost); and (v) the claim does not arise as a result of any breach of Subscriber’s contractual obligations to AMBERLO or other acts or omissions of Subscriber.

15. Miscellaneous

15.1 AMBERLO shall be entitled to subcontract part, but not the whole, of the Service. To the extent that AMBERLO does subcontract any part of the Service, AMBERLO shall: (a) be responsible for the acts and omissions of its subcontractors; (b) procure from subcontractors obligations and restrictions consistent with AMBERLO’ obligations and restrictions in this Agreement (including those relating to confidentiality, data protection and use of Content); and (c) exercise reasonable care and skill in the appointment of subcontractors. 15.2 Technical support and training are available to Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at https://support.amberlo.io/. 15.3 AMBERLO may provide the ability to integrate the Service with third party products and services at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Where such third party providers are based outside of the European Economic Area and data is transferred to them, this may mean that the Subscriber’s data is not stored in accordance with the Data Protection Law. Subscriber agrees that AMBERLO has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. AMBERLO can modify or cancel the integrations at any time without notice. For purposes of calculating downtime, such calculation does not include the unavailability of any integration or any third party products or services. 15.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 15.5 This Agreement constitutes the entire agreement between Subscriber and AMBERLO and governs Subscriber’s use of the Service, superseding any prior agreements between Subscriber and AMBERLO (including any prior versions of this agreement). 15.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Clause 15.6 shall be void and of no effect. 15.7 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Ireland. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the exclusive jurisdiction of the courts in the Republic of Ireland.

AMBERLO service level commitments and support services

AMBERLO shall provide SLC Credits (defined in paragraph 3 below) and Support Services in accordance with the Service Level Commitments and Support Services Terms as defined herein. In the event of any conflict between the remainder of the Agreement and the Service Level Commitment and Support Services Terms, the Service Level Commitment and Support Services Terms will prevail. The Service Level Commitments and Support Services incorporate the definitions set forth in Clause 1 of the Agreement.

1. Schedule Definitions

(a) “Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices. (b) “Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients. (c) “Downtime” means any period, greater than ten minutes, during which the Subscriber is unable to access or use the Service because of a Service Outage, excluding any such period that occurs during any Scheduled Downtime (d) “Request” means a modification to the Service outside of the scope of the functional specifications. (e) “Scheduled Downtime” means the time period identified in advance by AMBERLO in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time. (f) “Service Outage” means a situation in which the datacentres hosting the Service are not accessible as a result of failures at the datacentres (as distinguished from the internet provider of any User or any intervening server) or the failure of AMBERLO to provide login ability. A decrease in system response time due to a temporary failure of a non-critical component shall not constitute a Service Outage. (g) “Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month. (h) “User Administration Support” means issues that have an impact on the usability of the Service and are addressable through the adjustment of Users’ access privileges, processes or procedures.

2. Scope of Service Level Commitments.

AMBERLO obligations do not extend to Service Outage or other issues caused by: 1. any modification of the Service made by any person other than, or on behalf of, AMBERLO; 2. any third party hardware or software used by Subscriber or any Registered Clients; 3. the improper use of the Service; 4. the accidental or deliberate damage to, or intrusion or interference with the Service not caused by AMBERLO; 5. the use of the Service other than in accordance with any user documentation published by AMBERLO or the reasonable instructions of AMBERLO; 6. test or training instances of the Service provided to Subscriber; 7. connection failures, latency problems and similar factors caused or affected by difficulties with the User’s (or internet service provider’s) internal network or general internet conditions; 8. Force Majeure Events.

3. Scheduled Downtime and Guaranteed Up Times

AMBERLO will use commercially reasonable efforts to provide at least 24 hours prior notice before implementing any Scheduled Downtime. If the Subscriber experiences an Uptime Percentage of less than 99.9% in any calendar month, AMBERLO will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the SLC Credits table below multiplied by the Subscriber’s fees paid to AMBERLO for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). The SLC Credit is Subscriber’s sole and exclusive remedy for any failures of the Service to perform in accordance with the Agreement, which are covered by SLC Credits.

Uptime Percentage	Credit Percentage
Equal to or greater than 99% but less than 99.9%	10%
Less than 99%	25%

4. Availability of SLC Credits

Subscribers who are past due on any payments owed to AMBERLO are not eligible to receive SLC Credits. AMBERLO will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against fees paid. In order to receive any SLC Credit, Subscriber must notify AMBERLO within thirty days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.

5. Support Services

AMBERLO will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the software and any user documentation published by AMBERLO; (b) visits to Subscriber’s premises; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services associated with the Service, including, without limitation, any custom development, or data modelling. AMBERLO will provide email and/or phone support as specified at support.amberlo.io, excluding AMBERLO corporate holidays and national Ireland holidays except where noted.