These terms and conditions (the "T&Cs") govern your use of the Ambler Platform and related tools and services, and provide you with information about the service.

The service is provided by Ambler Tech ApS (CVR no. 45641821) ("Ambler" or "We") to you as customer ("Customer", "You", or "Your") and/or user ("User") and/or collaborators ("Collaborators") and referred to each as a "Party" and collectively as "Parties".

By clicking "I agree" to the pop-up, You agree to these T&Cs.

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1. The Ambler Platform ("Platform") and Tools ("Tools" or "Apps")

1.1 The Platform is an online tool located at https://app.ambler.tech/.

1.2 The Platform allows You to register Your music releases, works, recordings, and royalty splits, and to assign metadata and rights information to the people You have collaborated with on a release (referred to as the "Collaborators"). After You have registered the name and email of a Collaborator, an email is sent to the Collaborators, asking the Collaborators to sign up to the Platform. Ambler then proceeds to validate the registered metadata and deliver it directly to the relevant Collection Management Organizations ("CMOs"), Performing Rights Organizations ("PROs"), and publishers. Ambler does not collect or pay out royalties; Ambler ensures that the correct data reaches the correct organizations so that they can handle collection and distribution. It is Your responsibility to ensure that the metadata and rights information You register on the Platform is accurate and complete.

1.3 As a Collaborator, You shall register on the Platform and/or Apps, which includes the acceptance of these T&Cs. As a Collaborator you are also considered a Customer and User of the Platform and/or Apps.

1.4 You undertake to:

I. Accurately and loyally register the metadata, credits, and rights allocations for each release in accordance with the underlying agreements with Collaborators.

II. Confirm that all information provided to Ambler, including but not limited to artist names, songwriter credits, recording details, and royalty splits, is true and correct.

III. Comply with, under Your full liability, all regulations applicable to the operations that You perform.

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2. Ownership of Intellectual Property Rights and Usage of the Platform

2.1 You remain the sole owner of any intellectual property rights, including copyrights, trademarks, trade secrets, and all other applicable rights (collectively "IPR"), which You have made before or after accepting these T&Cs. Ambler shall be entitled to use Your IPR solely to the extent that it is necessary for the performance of these T&Cs.

2.2 Ambler remains the exclusive owner of the Platform and all IPR vested in it, and You are not authorized to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, know-how or algorithms, documentation, or data relevant to the Platform.

2.3 You are explicitly prohibited from: (i) using the Platform in any other form than as provided by Ambler; (ii) using the Platform for any purpose other than as set out in these T&Cs; (iii) obtaining title to the Platform or any IPR therein; and (iv) sub-licensing the Platform.

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3. Data Protection

3.1 By using the Platform, You mandate Ambler to provide You with a service involving the collection and processing of Your personal data under the conditions set forth in our Privacy Policy.

3.2 Ambler will comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), in connection with the performance of Ambler's respective obligations under these T&Cs. We will ensure that such processing is lawful, fair, and transparent, and that it adheres to the principles of data minimization and accuracy.

3.3 We will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks associated with the processing of personal data. Such measures shall include protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

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4. Payment for Services

4.1 In consideration for Ambler's services, We will charge You a subscription fee in accordance with the pricing tier applicable to Your account. The specifics of Your subscription, including the applicable fees, billing cycle, and any add-ons, will be presented to You at the time of registration and are available within the Platform.

4.2 Subscription fees are due in advance and will be billed on a recurring monthly basis unless otherwise agreed in writing. Ambler reserves the right to adjust pricing upon 30 days' prior written notice. Your continued use of the Platform after such notice constitutes acceptance of the updated pricing.

4.3 Failure to pay any fees when due may result in suspension or termination of Your access to the Platform.

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5. Closing of Account

5.1 We can close Your access to the Platform if We consider that You have breached these T&Cs, or that Your behavior has been contrary to any applicable law or regulations.

5.2 You are entitled to close Your account at any time without cause.

5.3 If Your account is closed, either by You or by Ambler, You will no longer be able to access the Platform. Ambler will then have 3 months to provide You with all of the data relating to Your use of the Platform, using the email address You used to sign up to the Platform. After providing Your data, Ambler will retain the information for a certain duration to meet Ambler's legal obligations and in compliance with applicable data protection regulations. Ambler shall not be held liable for any loss of such data.

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6. Liability

6.1 We will use our best efforts to provide You with a safe and bug-free Platform. However, the Platform is provided as is and We cannot guarantee that the Platform will always run without interruption, bugs, or delay. We will not be held liable for any damage: (i) not caused by our breach of these T&Cs; (ii) that neither Party could have reasonably foreseen at the moment the present T&Cs were accepted; (iii) caused by third parties; or (iv) caused by events outside our control.

6.2 Ambler does not collect or distribute royalties and shall not be held liable for any errors, delays, or losses in royalty payments that may result from metadata registered on the Platform, including but not limited to incorrect or incomplete registrations made by You or Your Collaborators.

6.3 Neither Party shall be liable for any indirect or consequential damages. Either Party's liability shall not exceed the greater of (i) the subscription fees paid by You to Ambler during the 12 months leading up to the event incurring liability or (ii) EUR 50,000.

6.4 The liability limitations in this section 6 shall not apply in case of a Party's gross negligence or willful misconduct or a Party's indemnification obligation in accordance with section 6.5.

6.5 You hereby declare that You hold all IPR and/or are in possession of necessary approvals to agree to these T&Cs and Your use of the Platform. Communication to Collaborators regarding the use of the Platform to manage Your metadata and rights registration is Your sole responsibility. Therefore, Ambler shall never be held liable for issues arising out of or related to Your use of the Platform and You shall indemnify Ambler against any claims raised by Collaborators or third parties for Your infringement of IPR or Your misrepresentations towards either Ambler, Your Collaborators, or any third party.

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7. Breach of T&Cs

7.1 Either Party has the right to terminate the T&Cs in writing immediately if the other Party is in material breach of the T&Cs. In the event of termination subject to this section 7.1, the Party in breach shall use its best efforts to promptly settle any outstanding payments, and in all cases within a maximum period of 30 days.

7.2 At suspension of payments, bankruptcy, or similar proceedings taken by the general body of creditors collectively, as well as composition/rescheduling of debt, is considered a material breach of these T&Cs and entitles the other Party to terminate the T&Cs immediately to the extent that the rules of the Bankruptcy Act do not prevent this.

7.3 If one of the Parties fails to fulfill their obligations to a material extent, the other Party may terminate the T&Cs without the other Party being entitled to compensation.

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8. Confidentiality

8.1 For the purposes of the T&Cs, "Confidential Information" refers to any non-public, proprietary, or confidential information, whether disclosed orally, in writing, or by any other means, that is provided by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of the T&Cs.

8.2 The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure, use, or duplication of the Confidential Information.

8.3 The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations under the T&Cs and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

8.4 The obligations of confidentiality under this section 8 shall survive the termination or expiration of the T&Cs for a period of 5 years.

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9. Hosting

9.1 The Platform and related data are hosted on OVH Managed Kubernetes infrastructure within the European Union, with authentication services provided by Clerk.

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10. Platform and Apps Updates and T&C Amendments

10.1 You acknowledge and agree that We may upload and install updates to the Platform and/or Apps. Our Platform may evolve, and We may find it necessary to update these T&Cs. We will notify You of any updates within the Platform and/or Apps before implementing changes to these T&Cs. Your continued use of the Platform after receiving such notification will constitute Your acceptance of the updated T&Cs. If You do not want to accept the updates, You have the option to close Your account in accordance with the specified procedures in section 5.2.

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11. Term of T&Cs

11.1 The T&Cs shall become effective upon Your registration on the Platform and/or Apps, and shall continue to be in effect until terminated by either Party in accordance with section 5.2 or 11.

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12. Shut Down

12.1 Ambler has the right to shut down part or all of the Platform and/or Apps, at our discretion, and We give no warranty that We will keep the Platform running for any given period. However, should We decide to shut down, We will make our best effort to give You sufficient prior written notice.

12.2 In case We shut down the Platform and/or Apps while You have an active account, We will follow the procedure outlined in section 5.3.

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13. Disputes and Governing Law

13.1 Any claim, cause of action, or dispute that arises out of or relates to the use of the Platform shall be settled at the City Court in Copenhagen and be subject to Danish Law.

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14. Contact Information

14.1 Ambler is a Danish Company (ApS) registered under the number 45641821, with its registered address at Nordre Fasanvej 113, 2000 Frederiksberg, Denmark.

14.2 You can contact Ambler at info@ambler.tech.