Terms of Service
Effective Date: March 19, 2026
Amber Nexus ("AMBER NEXUS"), a division of Amber Innovations Limited
AMBER NEXUS Terms of Service
These AMBER NEXUS Terms of Service ("Terms") are between ("you" or "your") and Amber Innovations
Limited. ("AMBER NEXUS", "we", "us", or "our"). By accessing or using our Services (defined below)
in any way, or by completing the account registration process you agree to be bound by these Terms.
These Terms apply to your access to and use of Amber Nexus:
Services (including mobile applications) and products accessible via our application programming
interfaces (APIs), or otherwise made available to you by us (the "Services").
We may indicate that different or additional terms, conditions, guidelines, policies, or rules
apply in relation to your access to and use of some or all of our Services ("Supplemental Terms"),
including:
- Conversational AI Terms, which apply to your use of certain Services ("Annexure A");
- The Voice Library Terms, which applies your use of our Voice Library Service ("Annexure B");
- Any other terms and conditions disclosed within the Services, such as restrictions relating to
use of a User Voice Model (defined below).
Any Supplemental Terms become part of your agreement with us if you use the applicable Services,
and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms
will control for that conflict.
1. Eligibility and Use Restrictions
(a) Age.
Our Services are not intended for or directed at children under the age of 18, and AmberNexus
does not knowingly collect, store, or process Personal Data from children under the age of 18.
However, as our Services involve voice communications, there may be instances where a person under
the age of 18 participates in a call incidentally (for example, by answering a telephone). In such
cases, any Personal Data incidentally captured will be processed solely to the extent necessary to
deliver the Service and will be deleted upon becoming aware of such collection, in accordance with
applicable law. If you believe that Personal Data of a minor has been incidentally processed
through our Services, please contact us at the address in privacy policy
(b) Authorization.
If you register, access or use our Services on behalf of another person or entity, (i) all
references to "you" throughout these Terms (other than in this Section 1(a)) will include that
person or entity, (ii) you represent that you are authorized to enter into these Terms on that
person's or entity's behalf, and (iii) in the event you or that person or entity violates these
Terms, that person or entity also agrees to be responsible to us. If you are an entity using any
Services pursuant to these Terms, you are responsible for your employees' and representatives' use
of the Services, including ensuring they comply with these Terms.
(c) Use Restrictions.
Your access to and use of the Services and your use of any Output (defined below) must comply
with these Terms. Without limiting the forgoing: (i) if you access or use our Services free of
charge (such a user, a "Free User"), you may only use the Services for non-commercial purpose;
(ii) if you access or use our Services through a paid subscription plan (such a user, a "Paid
User"), you may use the Services for commercial purposes, but in either case, your access and use
of the Services and any Output must still comply with the Prohibited Use Policy.
2. Personal Data
You may provide certain information to AMBER NEXUS in connection with your access to or use of
our Services, or we may otherwise collect certain information about you when you access or use our
Services. You represent and warrant that any information that you provide to AMBER NEXUS in
connection with the Services is accurate.
You acknowledge that AMBER NEXUS may process personal data relating to the operation, support, or
use of our Services for our own business purposes, including:
- billing, account management, technical support, and compliance with law - processed as
necessary to perform our contract with you or to comply with legal obligations;
- analytics, usage tracking, data aggregation, and anonymisation - processed on the basis of our
legitimate interest in improving our Services and AI models. You have the right to object to
this processing at any time by contacting us at privacy@myambergroup.com; and
- research and improvement of our AI models using your Input or Voice Data processed only to the
extent you have provided written consent under Section 4(d) of these Terms. You may withdraw
that consent at any time in accordance with Section 4(g).
"Voice Data" means audio recordings and derived data generated in connection with your use of the
Services, including call recordings, voice inputs, synthesised audio outputs, and call
transcripts, as further defined in the Privacy Policy. "Input" means text, audio, or other content
you provide to the Services. "Output" means content generated by the Services in response to an
Input, including synthesised voice responses.
All terms relating to Data Protection are governed by our Privacy Policy, available at
ambernexus.ai/legal.html, which is incorporated into these Terms by reference. The Privacy Policy
sets out in full the categories of Personal Data collected, the legal bases for each processing
activity, your rights, and the data retention periods that apply, including those applied by our
key sub-processors.
3. Accounts
We may require that you create an account in order to use some or all of our Services. You may
not share or permit others to use your individual account credentials. You will promptly update
any information contained in your account if it changes. You must maintain the security of your
account, as applicable, and promptly notify us if you discover or suspect that someone has
accessed your account without your permission.
4. Content and User Voice Models; AMBER NEXUS Models
(a) Inputs and Outputs.
You may transmit or otherwise provide data and information as input to our Services ("Input").
When you provide Input to the Services, you may receive audio output generated and returned by one
or more AMBER NEXUS Voice Models (defined below), or text output generated and returned by one or
more AMBER NEXUS LLMs (defined below), based on Input ("Output") (Input and Output, collectively,
the "Content"). Input may include, without limitation, recordings of your voice, text
descriptions, or any other content that you may provide to us through the Services. We may enable
you to download Output from some (but not all) of the Services; in such cases, you are permitted
to use such Output outside of the Services but always subject to these Terms. If you choose to
make any of your information publicly available through the Services or otherwise, you do so at
your own risk.
(b) User Voice Models (Voice Clones).
Some of our Services allow you to create a digital replication or synthetic version of a human
voice (commonly referred to as a "Voice Clone") that can be used to generate Output in the form of
synthetic audio sounding like your own voice or the voice of an individual for whom you have
obtained all necessary rights, permissions, and consents (each, a "User Voice Model"). To create a
User Voice Model, you may be required to upload audio recordings of your own voice or the voice of
an individual you are authorized to represent as Input to the Services. You represent and warrant
that you have obtained explicit, informed, and legally valid consent from the individual whose
voice is used, including consent for synthetic voice generation. Subject to subsection 4(d) below,
AMBER NEXUS is permitted to use such audio recordings solely to create, operate, and maintain the
User Voice Model and to provide the Services. You may request deletion of your User Voice Models
through your account, subject to applicable law and AMBER NEXUS's data retention obligations.
(c) Rights to your Content.
(i) Except as expressly set forth herein, as between you and AMBER NEXUS, you
retain all rights in and to your Input.
(ii) For the avoidance of doubt, Output may be generated by, but does not
include, AMBER NEXUS' foundational and other artificial intelligence voice models (the "AMBER
NEXUS Voice Models") or AMBER NEXUS' foundational and other artificial intelligence or language
learning models ("AMBER NEXUS LLMs") (AMBER NEXUS Voice Models and AMBER NEXUS LLMs, collectively,
the "AMBER NEXUS Models"). Except as expressly set forth herein, as between you and AMBER NEXUS,
you retain all rights in and to your Output.
(d) License to Your Content.
To the extent that You provide AMBER NEXUS with written consent, you hereby grant to AMBER NEXUS
a revocable license to use, reproduce, modify, adapt, publish, translate, create derivative works
from, distribute, publicly or otherwise perform and display, and use your Input to provide the
Services (including the trust and safety features therein), to improve the Services, and to
develop new services and products. For avoidance of doubt, to the extent that your Input includes
your voice, the foregoing license allows AMBER NEXUS to reproduce, modify, publish, create
derivative works from, distribute, publicly or otherwise perform, and use your voice, and other
indicia of your persona that may be contained therein, to provide and improve the Services, and to
develop new services and products. Notwithstanding the foregoing, we will not commercialize your
voice on a standalone basis without your permission to do so. This non-commercialisation
restriction applies equally to all affiliates, vendors, sub-processors, and third-party service
providers to whom your Voice Data may be disclosed pursuant to the Privacy Policy, and AMBER NEXUS
shall contractually impose equivalent restrictions on such parties. Such license shall be:
- Revocable,
- nonexclusive (which means you can license your Input to others),
- subject to royalties, unless otherwise agreed between the Parties,
- worldwide (which means it's valid anywhere in the world), and
- non-sub-licensable except that AMBER NEXUS may share your Input with its affiliates,
sub-processors, and service providers as listed in the Privacy Policy sub-processor list
(ambernexus.ai/subprocessors), solely as necessary to deliver the Services, provided such
parties are contractually bound by confidentiality and data protection obligations no less
restrictive than those set out in these Terms (which means we cannot otherwise make it available
to others unless expressly agreed to in writing by you).
Please note: revoking this license does not automatically result in the immediate deletion of
your Personal Data. AMBER NEXUS and its sub-processors may retain your Personal Data for the
periods set out in the Privacy Policy data retention schedule (which may be up to 3 years from
account closure or call date, and up to 2-3 years for synthesised voice outputs retained by
ElevenLabs Inc., as applicable), to the extent required by law or legitimate operational need.
Revocation of consent prevents future use of your data for model improvement but does not require
deletion of data retained under other lawful bases.
(e) License to User Voice Models.
To the extent you own or acquire any intellectual property rights in or to any User Voice Models,
you hereby grant to AMBER NEXUS a limited, revocable, non-exclusive, worldwide license to use,
reproduce, modify, adapt, and create derivative works from such User Voice Models solely as
necessary to:
- provide, operate, and maintain the Services for you;
- enable trust, safety, security, and abuse-prevention features; and
- improve the performance and functionality of the Services in an aggregated and
non-identifiable manner.
Such license is granted subject to the following conditions:
- revocable, meaning you may withdraw this license by deleting the applicable User Voice Model
or closing your account, subject to applicable law;
- non-exclusive, meaning you may license your User Voice Models to others;
- royalty-bearing only where expressly agreed in writing between the Parties;
- worldwide; and
- non-sub-licensable, except to AMBER NEXUS's affiliates, contractors, and subprocessors solely
as necessary to provide the Services.
For the avoidance of doubt, AMBER NEXUS shall not commercialize, license, or make available any
User Voice Model to third parties without your express permission, including through the Voice
Library Service.
Please note: revoking this license or deleting your User Voice Model does not override AMBER
NEXUS's data retention obligations under the Privacy Policy. Synthesised voice outputs processed
by ElevenLabs Inc. may be retained for up to 2 years (audio/transcripts) and up to 3 years
(account history) in accordance with that provider's retention schedule, which operates
independently of requests submitted to AMBER NEXUS.
(f) Necessary Rights.
You may not provide Input or create Output for which you do not have all the rights necessary to
grant us the license described above. You represent and warrant that the Content and User Voice
Models, and our use of the Content and User Voice Models, will not violate any rights of any
person or entity, or cause injury to any person or entity.
(g) Data Deletion and Opt Out.
You may request for us to delete your personal data as required under applicable law. Please see
our Privacy Policy for more information. In addition, you may request to opt out of your Content
and User Voice Models being used by us to improve the Services (including Amber Nexus Models).
AMBER NEXUS will action deletion and opt-out requests within 30 business days of receipt. Your
Content and User Voice Models will no longer be used to improve our Services (including Amber
Nexus Models) once the request has been processed by our team, but does not affect any uses of (or
materials resulting from uses of) your Content or User Voice Models prior to that date. Please be
aware that certain sub-processors operate independent data retention schedules that may survive a
deletion request submitted to AMBER NEXUS. In particular, ElevenLabs Inc. retains synthesised
voice outputs for up to 2 years (audio and transcripts) and up to 3 years (account history) from
the date of last interaction. AMBER NEXUS will use commercially reasonable efforts to coordinate
deletion requests with sub-processors but cannot guarantee deletion within a specific timeframe on
third-party systems. Full sub-processor retention periods are published in the Privacy Policy.
5. Our Intellectual Property
(a) Ownership.
The Services, including the text, graphics, images, photographs, videos, illustrations, and other
content contained therein, and all intellectual property rights therein and thereto, are owned by
AMBER NEXUS or our licensors. Except as explicitly stated in these Terms, all rights in and to the
Services, including all intellectual property rights therein and thereto, are reserved by us or
our licensors.
(b) Limited License.
Subject to your compliance with these Terms, AMBER NEXUS hereby grants to you a limited,
non-exclusive, non-transferable, sublicensable, irrevocable license to access and use our
Services. For clarity, any use of the Services other than as specifically authorized herein,
without our prior written permission, is strictly prohibited and will terminate the license
granted herein.
(c) Trademarks.
The name "AMBER NEXUS" and our logos, product or service names, slogans, and the look and feel of
the Services are trademarks of AMBER NEXUS and may not be copied, imitated or used, in whole or in
part, without our prior written permission. All other trademarks, registered trademarks, product
names, and company names or logos mentioned or in connection with the Services are the property of
their respective owners. Reference to any products, services, processes, or other information by
trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply
endorsement, sponsorship, or recommendation by us. All white labelled products/Services shall bear
the name of the product followed by the wording "Powered by Amber".
6. Subscription Services; Payment
(a) Subscriptions.
Subscription/Service Fees shall be attached as Annexure C. To access and use certain Services,
you may be required to enroll in a subscription payment plan (a "Recurring Subscription"). Your
Recurring Subscription will automatically renew until you cancel it or your Recurring Subscription
is otherwise terminated. AMBER NEXUS will submit an invoice to you every month which shall be
settled by you within 30 days of invoice. You may cancel your subscription through your account.
You may cancel a Recurring Subscription at any time. Following any cancellation, however, you will
continue to have access to the applicable Services through the end of your current subscription
period. Subject to mutual agreement between the Parties, AMBER NEXUS may change the prices charged
for Recurring Subscriptions at any time by posting updated pricing through the Services; provided,
however, that the prices for your Recurring Subscription will remain in force for the duration of
the subscription period for which you have paid. After that period ends, your use of the
applicable Services will be charged at the then-current subscription price.
(b) Other Usage Charges.
In the event your usage exceeds the volume provided under your Recurring Subscription, you will
be charged usage overage fees for your Recurring Subscription, as indicated to you upon
subscribing. In such event, we shall invoice you for these additional charges as per the agreed
rate.
(c) Payment.
AMBER NEXUS will submit an invoice to you every month which shall be settled by you within 30
days of invoice.
7. Copyright Complaints
(a) Reporting Claims of Copyright Infringement.
If you believe that any content on our Services infringe any copyright that you own or control,
you may notify AMBER NEXUS' designated agent (your notification, a "Notice") as follows:
By Email: privacy@myambergroup.com
8. Third-Party Services and Content
(a) Our Services may rely on or interoperate with third-party products and services,
including data storage services, communications technologies, third-party LLM providers, and
internet and mobile operators (collectively, "Third-Party Services"). These Third-Party Services
are beyond our control, but their operation may impact, or be impacted by, the use and reliability
of our Services. A current list of our third-party sub-processors, including their data processing
roles and applicable retention periods, is maintained at ambernexus.ai/subprocessors in accordance
with the Privacy Policy.
9. Indemnification
To the fullest extent permitted by applicable law, both parties will indemnify each other,
defend, and hold harmless the other Party and their officers, directors, partners, licensors,
employees and agents from and against any losses, liabilities, claims, demands, damages, expenses
or costs ("Claims") arising out of or related to: (a) the violation of these Terms; (b) the
violation, misappropriation, or infringement of any rights of another (including intellectual
property rights or privacy rights); or (c) conduct in connection with the Services or the Content.
The breaching party will cooperate with the other party in defending such Claims, and pay all
fees, costs, and expenses associated with defending such Claims (including attorneys' fees). The
non breaching party will have control of the defense or settlement, at the non breaching parties
sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any
other indemnities set forth in a written agreement between you and AMBER NEXUS.
10. Disclaimers
AMBER NEXUS does not represent or warrant that our Services or any content provided therein or
therewith are error-free or that access to our Services or any content provided therein or
therewith will be uninterrupted. While AMBER NEXUS attempts to make your use of our Services and
any content provided therein or therewith safe using industry best practices, we cannot and do not
represent or warrant that our Services or any content provided therein or therewith are free of
viruses or other harmful components or content or materials. All disclaimers of any kind
(including in this Section 10 and elsewhere in these Terms) are made for the benefit of all AMBER
NEXUS and AMBER NEXUS' respective shareholders, agents, representatives, licensors, suppliers, and
service providers, as well as our and their respective successors and assigns.
11. Limitation of Liability
(a)
To the fullest extent permitted by applicable law, either party will not be liable to the other
under any theory of liability (whether based in contract, tort, negligence, warranty, or
otherwise) for any indirect, consequential, exemplary, incidental, punitive, or special damages or
lost profits.
(b)
The total liability of AMBER NEXUS for any claim arising out of or relating to these Terms or our
Services, regardless of the form of the action, is limited to the amount paid by you to use our
Services in the 12 months preceding the claim.
12. Dispute Resolution; Arbitration
Please read this Section 12 carefully because it requires you and AMBER NEXUS to arbitrate
certain disputes and claims and limits the manner in which we can seek relief from each other.
(a) Informal Dispute Resolution Prior to Arbitration.
For any dispute or claim between you and AMBER NEXUS arising out of or relating in any way to
your access to or use of the Services, any communications you receive, any products sold or
distributed through the Services or these Terms and prior versions of these Terms, including
claims and disputes that arose between you and us before the effective date of these Terms, or any
privacy or data security claims, (collectively, "Disputes", and each a "Dispute"), you and AMBER
NEXUS agree to attempt to first resolve the Claim informally via the following process:
If you assert a Dispute against AMBER NEXUS, you will first contact AMBER NEXUS by sending a
written notice of your Dispute to AMBER NEXUS by email to privacy@myambergroup.com. If AMBER NEXUS asserts a
Dispute against you, AMBER NEXUS will contact you by sending a written notice of AMBER NEXUS'
Dispute to you via email to the primary email address associated with your account.
If you and AMBER NEXUS cannot reach an agreement to resolve the Dispute within 30 days after you
or AMBER NEXUS receives the applicable notice, then either party may submit the Dispute to binding
arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be
tolled for thirty (30) days from the date that either you or AMBER NEXUS first send the applicable
notice so that the parties can engage in this informal dispute-resolution process.
(b) Disputes Subject to Arbitration; Exceptions.
Except for individual disputes that qualify for small claims court and any disputes exclusively
related to the intellectual property or intellectual property rights of you or AMBER NEXUS,
including any disputes in which you or AMBER NEXUS seek injunctive or other equitable relief for
the alleged unlawful use of your or AMBER NEXUS' intellectual property or other infringement of
your or AMBER NEXUS' intellectual property rights ("IP Disputes"), all Disputes, whether based in
contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not
resolved in accordance with Section 12(a) will be resolved by a neutral arbitrator through
arbitration instead of in a court. The arbitration shall be governed by Jamaican law under the
Arbitration Act, 2017 subject to JAIAC Arbitration Rules. The arbitrator will have the authority
to grant any remedy or relief that would otherwise be available in court.
A party who wishes to initiate arbitration must provide the other party with a request for
arbitration (the "Request"). The Request must include: (i) the name, mailing address, email
address, and telephone number of the party seeking arbitration and the email address associated
with any applicable account; (ii) a statement of the legal claims being asserted and the factual
bases of those claims; (iii) a description of the remedy sought and an accurate, good faith
calculation of the amount in controversy in United States dollars; (iv) a statement certifying
completion of the informal dispute resolution process as described in Section 12(a) above; and (v)
evidence that the requesting party has paid any necessary filing fees in connection with such
arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include
such counsel's name, mailing address, email address, and telephone number. Such counsel must also
sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge,
information, and belief, formed after an inquiry reasonable under the circumstances, that: (A) the
Request is not being presented for an improper purpose, such as to harass, cause unnecessary
delay, or needlessly increase the cost of dispute resolution; (B) the claims, defenses and other
legal contentions are warranted by existing law or by a non-frivolous argument for extending,
modifying, or reversing existing law or for establishing new law; and (C) the factual and damages
contentions have evidentiary support or, if specifically so identified, will likely have
evidentiary support after a reasonable opportunity for further investigation or discovery.
You and AMBER NEXUS agree that all materials and documents exchanged during the arbitration
proceedings shall be kept confidential and shall not be shared with anyone except the parties'
attorneys, accountants, or authorized representatives, and shall be subject to the condition that
they agree to keep all materials and documents exchanged during the arbitration proceedings
strictly confidential.
13. Governing Law
Any Claims will be governed by and construed and enforced in accordance with the laws of Jamaica.
Notwithstanding the foregoing, nothing in this Section 13 limits or excludes the statutory data
protection rights of users under the laws of their country of residence. In particular:
- Users residing in the European Economic Area or the United Kingdom retain all rights under the
EU GDPR or UK GDPR respectively, including the right to lodge a complaint with their local
supervisory authority.
- Users residing in India retain all rights under the Digital Personal Data Protection Act, 2023
("DPDPA"), including rights of nomination, grievance redressal, and the right to approach the
Data Protection Board of India.
- Users residing in Jamaica retain all rights under the Data Protection Act, 2020, including
oversight by the Office of the Information Commissioner.
The general Jamaican law clause governs commercial disputes under these Terms; it does not
displace users' statutory data protection rights in their jurisdiction of residence. Where a data
protection claim cannot be resolved under Jamaican law, the applicable local data protection law
shall govern that claim.
14. Modifying
No modification of these terms shall be of any force or effect unless modified and agreed in
writing by both Parties.
15. Miscellaneous
(a)
These Terms reflect the entire agreement between the parties relating to the subject matter
hereof and supersede all prior agreements, representations, statements, and understandings of the
parties. Except as otherwise provided herein, these Terms are intended solely for the benefit of
the parties and are not intended to confer third-party beneficiary rights upon any other person or
entity. Communications and transactions between us may be conducted electronically.
(b)
The section titles in these Terms are for convenience only and have no legal or contractual
effect. Lists of examples following "including" or "e.g." or similar words are not exhaustive
(that is, they are interpreted to include "without limitation").
(c)
If any portion of these Terms is found to be unenforceable or unlawful for any reason, including
but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful
provision will be severed from these Terms; (b) severance of the unenforceable or unlawful
provision will have no impact whatsoever on the remainder of these Terms; and (c) the
unenforceable or unlawful provision may be revised to the extent required to render the Terms
enforceable or valid, and the rights and responsibilities of the parties will be interpreted and
enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest
possible extent.
(d)
If you have a question or complaint regarding the Services, please send an email to privacy@myambergroup.com
Annexure A
Conversational AI Terms
These Conversational AI Terms ("Service Terms") supplement your ("you", "your" or "Customer")
existing Terms of Service with AMBER NEXUS (the "Underlying AMBER NEXUS Agreement"). Defined terms
used in these Service Terms have the meanings set forth in the Underlying AMBER NEXUS Agreement.
By using Conversational AI you agree to these Service Terms. Service Terms constitute a legally
binding contract between you and AMBER NEXUS. In case of any conflict between these Service Terms
and other terms agreed upon between you and AMBER NEXUS, these Service Terms shall prevail with
respect to your access or use of Conversational AI.
1. CONVERSATIONAL AI
"Conversational AI" is a solution offered by AMBER NEXUS that enables the deployment of
interactive AI voice agents ("Customer AI Agent") as part of AMBER NEXUS' Services. Conversational
AI is powered in part by one or more third-party LLM providers ("LLM Provider"). By using
Conversational AI, you acknowledge and agree that you may interact with and direct information to
these LLM Providers and that you must comply with applicable LLM Provider policies.
2. RESTRICTIONS
Customer shall not, and shall not permit its End Users (defined below) to:
- use Conversational AI or LLM Provider services hereunder in a manner that violates any
applicable laws or infringes, misappropriates or otherwise violates any party's intellectual
property rights;
- modify or create derivative works of Conversational AI or LLM Provider services;
- reverse assemble, reverse compile, reverse engineer, decompile, translate, engage in model
extraction or stealing attacks, or otherwise attempt to discover the source code or underlying
components of models, algorithms, and systems of Conversational AI or those of an LLM Provider
(except to the extent such restrictions are contrary to applicable law, in which case, if you
reside in a jurisdiction that expressly prohibits such restrictions, you must provide AMBER
NEXUS with advance written notice prior to engaging in any such activities, and AMBER NEXUS may,
in its discretion, either provide such information to you or impose reasonable conditions,
including a reasonable fee, on such use of AMBER NEXUS' source code for Conversational AI to
ensure AMBER NEXUS' (and our suppliers') proprietary rights in such source code are protected);
- provide as Input to Conversational AI or otherwise submit or make accessible to AMBER NEXUS
any financial account identifiers (e.g., credit card numbers or bank account numbers),
government issued identifiers (e.g., social insurance numbers, health card numbers) or other
types of sensitive data that is subject to specific or elevated data protection requirements,
including without limitation protected health information ("Prohibited Data"), unless AMBER
NEXUS has expressly agreed in writing that it can comply with such requirements. AMBER NEXUS
reserves the right to delete any such Prohibited Data at its sole discretion; or
- use the Conversational AI or LLM Provider services in violation of any applicable laws or
regulations governing the initiation, placement, recording, or monitoring of telephone calls or
other voice communications.
3. RESPONSIBILITIES
Customer shall clearly and prominently inform its End Users that (a) they are interacting with AI
rather than a human, and (b) conversations are being recorded and may be shared with AMBER NEXUS
and LLM Providers. Customer is also required to update its privacy policies accordingly. In the
event Customer initiates outbound calls using Conversational AI, Customer shall be responsible for
obtaining all legally required consents and providing all legally required disclosures related
thereto. Customer is solely responsible for ensuring compliance with all applicable laws,
regulations, and industry standards in connection with Customer's use of Conversational AI.
4. END USERS
Each End User that has access to a Customer AI Agent must have accepted an End User Agreement
(defined below) that includes the following terms: (1) End Users must be bound by restrictions,
obligations, and prohibitions regarding their use of the Customer AI Agent at least as restrictive
as those found in Amber Nexus Terms of Service and these Service Terms; (2) Customer is not AMBER
NEXUS' agent or partner or in a joint venture with AMBER NEXUS; (3) AMBER NEXUS is a third-party
beneficiary of Customer's agreement with End Users; and (4) End User grants AMBER NEXUS and its
affiliates and subcontractors a non-exclusive right to process and use End User's data to provide
and support the Services. Customer will not make any representations or warranties in the End User
Agreement regarding the functionality or performance of the Services that conflict with the
Underlying AMBER NEXUS Agreement. The End User Agreement must be binding on End Users under
applicable laws and regulations in the jurisdiction in which Customer is providing access to the
Customer AI Agent. As used herein, "End User" means Customer's customer that (w) is licensing or
using the Customer AI Agent only for its own internal business operations or personal use, and (x)
has signed an End User Agreement. "End User Agreement" means a (y) written contract, or (z)
"clickwrap" style online agreements involving conspicuous notice to End Users and an affirmative
click to accept by End Users, entered into between Customer and any End User pursuant to which End
User accesses or uses the Customer AI Agent.
5. NO PROFESSIONAL OR MEDICAL ADVICE
OUTPUT GENERATED BY CONVERSATIONAL AI IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
PROFESSIONAL ADVICE IN ANY FIELD, INCLUDING WITHOUT LIMITATION MEDICAL, LEGAL, ACCOUNTING,
FINANCIAL, INVESTMENT, OR PSYCHOLOGICAL ADVICE. CUSTOMER AGREES NOT TO RELY ON SUCH OUTPUT AS A
SUBSTITUTE FOR PROFESSIONAL ADVICE. ALWAYS SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. AMBER NEXUS
DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN BASED ON OUTPUT GENERATED BY CONVERSATIONAL AI. ANY
RELIANCE ON OUTPUT IS SOLELY AT CUSTOMER'S OWN RISK.
6. BRING YOUR OWN LARGE LANGUAGE MODEL
If Customer elects to integrate a Customer-Provided LLM (defined below) with Conversational AI,
the following terms also apply:
6.1 Defined Terms:
"BYO-LLM Integration" means the integration of the Customer-Provided LLM with Conversational AI
to enable interaction and functionality with the Customer-Provided LLM.
"Customer-Provided LLM" means any algorithm or machine learning model developed, licensed, or
sourced by Customer independently from the Services ("Third-Party Model") and integrated into the
Services by Customer for use with Conversational AI. For the avoidance of doubt,
"Customer-Provided LLM" shall not include Conversational AI.
6.2 License to Access and Use Customer-Provided LLM.
Customer hereby grants AMBER NEXUS a revocable non-exclusive, non-transferable license to access,
interact with and use the Customer-Provided LLM as necessary to deliver Conversational AI.
6.3 Customer Responsibility for Customer-Provided LLM.
6.3.1 Customer acknowledges and agrees that any Customer-Provided LLM is solely
its responsibility, including without limitation the procurement, management, and compliance
obligations associated with such Third-Party Model.
6.3.2 Customer represents and warrants that: (1) it has all necessary licenses,
consents, permissions or approvals necessary to access and use the Customer-Provided LLMs in
conjunction with the Services provided hereunder; (2) its use of the Customer-Provided LLMs
hereunder shall comply with AMBER NEXUS' Prohibited Use Policy and any agreements or terms
governing the use of such Customer-Provided LLM; and (3) it shall not use any Customer-Provided
LLMs in any manner that infringes upon any third party rights, violates applicable laws, or
introduces security vulnerabilities, or compromises the integrity of the Services or AMBER NEXUS'
other customers.
6.3.3 Customer retains ownership of any data processed by the Customer-Provided
LLM. Customer represents and warrants that all data used with the Customer-Provided LLM complies
with all applicable data protection laws.
6.4 No Subprocessor Relationship.
Customer acknowledges that Customer and AMBER NEXUS operate independently, and any Third-Party
Model integrated with Conversational AI through a BYO-LLM Integration shall not be deemed a
subprocessor of AMBER NEXUS. Customer shall be solely responsible for (i) establishing any
required contractual or compliance obligations with the Third Party Model, including obtaining any
necessary consents or authorizations for data processing; and (ii) ensuring that the
Customer-Provided LLM complies with all applicable laws, including data protection laws and
regulations.
6.5 Compliance and Security Requirements.
6.5.1 Customer agrees that it is solely responsible for ensuring that the
Customer-Provided LLM operates in compliance with applicable data protection laws and security
standards. Customer shall implement appropriate security measures and protocols to protect both
its data and the integrity of AMBER NEXUS' Services when using the Customer-Provided LLM. Customer
shall be responsible, and assumes all liability, for security vulnerabilities or data protection
obligations introduced through the use of the Customer-Provided LLM.
6.5.2 Without prejudice to AMBER NEXUS's security obligations, Customer
acknowledges and agrees that it, rather than AMBER NEXUS, is responsible for certain
configurations and design decisions for the Customer-Provided LLM and Customer AI Agent, and that
Customer, and not AMBER NEXUS, is responsible for implementing those configurations and design
decisions in a secure manner that complies with applicable data protection laws.
6.5.3 Customer bears sole responsibility for its API, including without
limitation, the API's configuration and access control functionalities, and assumes all liability
for damages. Customer is solely responsible for maintaining the confidentiality and security of
its API keys. Customer is responsible for all activities that occur under its API keys, regardless
of whether such activities are authorized by Customer.
6.6 Restrictions.
6.6.1 Customer shall not use the Customer-Provided LLM to generate, create, or
distribute content that is illegal, offensive, defamatory, or otherwise in violation of AMBER
NEXUS' Prohibited Use Policy. Additionally, Customer shall not use the Customer-Provided LLM to
create, generate or distribute any sexual content. AMBER NEXUS reserves the right to suspend or
terminate Customer's access to the BYO-LLM Integration if the Customer-Provided LLM is used in
violation of Amber Nexus Terms of Service or these Service Terms.
6.6.2 Customer shall not use the BYO-LLM Integration to develop competing models
or services.
6.7 No Warranty or Support Obligation.
6.7.1 AMBER NEXUS makes no representations, warranties or guarantees regarding
the functionality, performance, reliability, accuracy, or security of any Customer-Provided LLM.
Customer acknowledges that AMBER NEXUS is not responsible for any outcomes, errors, or issues
arising from the Customer-Provided LLM's performance within the BYO-LLM Integration.
6.7.2 AMBER NEXUS shall have no obligation to provide support or maintenance for
any issues specific to the Customer-Provided LLM. For clarity, any service level commitments made
by AMBER NEXUS do not apply to Customer-Provided LLMs.
6.8 Indemnification.
Without limiting Customer's indemnity obligations under the Underlying AMBER NEXUS Agreement or
as otherwise set forth herein, Customer agrees to indemnify, defend, and hold harmless AMBER NEXUS
and its officers, directors, partners, licensors, employees and agents from any claims, damages,
losses, or liabilities arising from or related to the Customer-Provided LLM, including without
limitation claims related to intellectual property infringement, data privacy violations, content
generated through the Customer-Provided LLM, and security breaches caused by or related to the
Customer-Provided LLM.
6.9 Termination and Suspension Rights.
AMBER NEXUS reserves the right to suspend or terminate the Customer's access to the BYO-LLM
Integration on 60 days written notice, if the Customer-Provided LLM poses a security or safety
risk, violates the Underlying AMBER NEXUS Agreement, or if Customer is in breach of any terms
herein. Upon termination, AMBER NEXUS will revoke access to the BYO-LLM Integration and handle any
data associated with the Customer-Provided LLM in accordance with AMBER NEXUS' data retention
policies.
Annexure B
Voice Library Terms
These Voice Library Terms supplements Amber Nexus Terms of Service ("Terms of Service") and,
together with the Terms of Service, applies to your use of our Voice Library Service, including
the sharing of User Voice Models on or through the Voice Library Service. Defined terms used in
this Annexure B have the meanings set forth in the Terms of Service.
1. Content on the Voice Library
The Voice Library Service makes available AMBER NEXUS Voice Models, provided by AMBER NEXUS, as
well as User Voice Models, provided by AMBER NEXUS users, including you, through the Services. The
rights in and to AMBER NEXUS Voice Models and User Voice Models, including those made available as
part of the Voice Library Service, are set out in our Terms of Service.
2. Sharing User Voice Models in the Voice Library
You may share User Voice Models you've generated on our platform through the Voice Library
Service. If you chose to do so, you hereby authorize us, subject to agreed license fee terms, to
make available the User Voice Models for others to access and use through the Voice Library
Service in accordance with the Terms of Service and these Voice Library terms ("Voice Library
License"). For clarity, others may be able to generate Output with the User Voice Models you have
shared in our Library subject to the payment of license fees.
3. Eligibility & Conditions
As a condition of making available any User Voice Model in the Voice Library, you agree that you
satisfy (and will continue to satisfy) the following requirements: You must create and share a
User Voice Model based on your voice using our technology and platform. You must not create and
share a User Voice Model based on another person's voice or an altered version of your voice.
4. Personal Data
Nothing in this Annexure B shall be construed as waiving or limiting any rights or protections
conferred to the user under personal data protection and privacy laws.
5. Termination
You can terminate your participation in the Voice Library service by deleting the User Voice
Models you have shared from your account or deleting your account, subject to the procedure
described below. In the event you terminate your participation in the Voice Library service, your
User Voice Models will be available until the end of the Notice Period as set forth above.
The termination of your participation in the Voice Library service will not impact the transfer
or licensing of intellectual property and other rights up to the point of termination.
This Annexure B and the Terms of Service may be terminated if you exercise your legal right to
withdraw consent for the processing of the necessary categories of their personal data by AMBER
NEXUS, as defined by applicable laws and which are necessary to fulfill the purpose of this
service. If this occurs, we will treat it as an Early Revocation Request and you will pay the
corresponding fee described above.
6. Other Terms
To the fullest extent permitted by applicable law, we reserve the right to review and remove any
User Voice Model made available in the Voice Library in our sole discretion, and at any point in
time, with notice to you, including as indicated in the Terms of Service.
Annexure C
Service/Subscription Fees
Service/Subscription Fees information will be provided separately.