Terms of Service

Effective date: 18 April 2026

Last updated: 18 April 2026

These Terms of Service ("Terms") govern your access to and use of the services provided by Ambar Systems Inc. ("Ambar Systems", "we", "us", "our"), including the website at ambarsystems.ca, the AmbarDigitalHub platform and its vertical products, the Ambar Academy learning offerings, and any Ambar Solutions consulting engagements.

By creating an account, enrolling in a course, engaging our consulting services, subscribing to our platform, or otherwise using our services, you agree to these Terms. If you do not agree, you must not use the services.

1. Definitions

2. Eligibility and account registration

• You must be at least 16 years of age to create an account. Users under 18 must have parental or guardian consent where required by law.
• You must provide accurate, complete, and current information during registration and keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• You must not create more than one account for the same individual or legal entity.

3. Ambar Academy - courses and certifications

3.1 Enrolment

Enrolment grants you a personal, non-transferable, non-exclusive right to access the enrolled course content for the duration specified at enrolment.

3.2 Certifications

Certifications are issued on successful completion of all required assessments. Certifications are subject to the validity period of the issuing program (for example, AI CERTs programs). Certifications may be revoked where obtained through fraud, cheating, or violation of exam rules.

3.3 Course refunds

Unless otherwise stated on the course page:

• Course enrolments may be refunded within 14 days of purchase, provided less than 20% of the course content has been accessed.
• Digital downloads and accessed content are non-refundable once delivered or accessed.
• Certification examination fees are non-refundable once an attempt has been made.

3.4 Content changes

Course content may be updated, improved, or retired over time. We will give reasonable notice before removing access to any course with active enrolments.

4. Ambar Solutions - consulting engagements

4.1 Scope

Every Consulting Engagement is governed by a Statement of Work (SOW) signed by both parties. The SOW sets out scope, deliverables, milestones, fees, payment schedule, and specific support obligations. Where the SOW conflicts with these Terms, the SOW prevails.

4.2 Fees and invoicing

Consulting fees are invoiced on the schedule set out in the SOW. Default payment terms are net 30 days in Canadian or United States dollars, as specified. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

4.3 Cancellation

Either party may terminate an engagement as specified in the SOW. Fees already invoiced for work completed prior to termination remain payable.

5. AmbarDigitalHub Platform - subscriptions and tenants

5.1 Subscription terms

Subscription terms, pricing, renewal conditions, and cancellation rules are set out in your subscription agreement or order form. Where a subscription agreement is in place, it prevails over these Terms in case of conflict.

5.2 Tenant Admin responsibilities

Tenant Admins are additionally responsible for:

• Managing user roles, permissions, and access within their Tenant workspace.
• Ensuring Content published through their Tenant complies with applicable law and these Terms.
• Configuring payment-provider credentials (Stripe, PayPal) for Tenant transactions.
• Managing Tenant-level data retention and privacy compliance.
• Configuring LTI 1.3 tool integrations only with trusted providers.

5.3 Service availability

We target 99.9% monthly uptime for the Platform. Specific service-level commitments and remedies are set out in the applicable subscription agreement. Scheduled maintenance will be communicated in advance where reasonably possible.

5.4 Multi-tenant isolation

Each Tenant's data is logically isolated. Users in one Tenant cannot access data in another Tenant. See our Data Governance page for details.

6. Payments

• Prices are displayed in the currency configured by each Tenant or at checkout.
• Applicable taxes (including Canadian HST and GST) are calculated at checkout or invoiced separately as indicated.
• Payments are processed by third-party providers (Stripe, PayPal). By paying, you also agree to the applicable provider's terms.
• We do not store full payment card numbers on our servers.
• Subscriptions auto-renew unless cancelled prior to the renewal date as specified in your subscription agreement.

7. Acceptable use

You agree not to:

• Share account credentials or allow unauthorized access to your account.
• Download, copy, redistribute, resell, or create derivative works from Content without authorization.
• Use automated scripts, scrapers, or bots to access the Services.
• Transmit malware, viruses, or harmful code.
• Attempt to access data belonging to other Tenants or users.
• Post Content that is illegal, defamatory, threatening, obscene, infringing on third-party rights, or that breaches export-control laws.
• Interfere with Platform infrastructure, rate-limiting, or security controls.
• Resell, white-label, or sublicense access to the Services without a written agreement.

8. Intellectual property

8.1 Our intellectual property

The Services, including the Platform software, design, trademarks, course materials owned by Ambar Systems, and documentation, are the intellectual property of Ambar Systems Inc. or its licensors. Nothing in these Terms transfers those rights to you.

8.2 Tenant Content

Tenants retain ownership of Content they publish through their Tenant. By publishing, the Tenant grants Ambar Systems a limited, non-exclusive licence to host, display, process, and transmit that Content to authorized users of the Tenant.

8.3 User-generated Content

Users retain ownership of Content they submit (for example, forum posts, assignment submissions). By submitting, you grant Ambar Systems a non-exclusive licence to use that Content solely for the purpose of operating the Services and delivering them to you.

8.4 Third-party course materials

Certain course materials are licensed from partners (including AI CERTs). Your right to use those materials is subject to the partner's licence terms, which may appear within the relevant course.

9. AI-powered features

The Platform includes AI-powered features provided through AIAgentStudio. By using these features:

• You acknowledge that AI-generated output is provided "as is" and may be inaccurate, incomplete, or unsuitable for your specific use. You remain responsible for reviewing and verifying any output you rely on.
• We may process your inputs to provide responses. We do not use your content to train public AI models without your explicit consent.
• AI features are subject to fair-use limits defined by your subscription plan.
• Where you rely on AI output to make decisions, that decision and its consequences remain yours.

10. Communications and marketing (CASL)

If you opt in to marketing communications, you consent to receive commercial electronic messages from Ambar Systems in accordance with Canada's Anti-Spam Legislation. Every such message will include a clear unsubscribe mechanism that we will honour within ten business days. Transactional messages - receipts, enrolment confirmations, service notices - will continue regardless of marketing preferences.

11. Warranties and disclaimers

We provide the Services with reasonable skill and care. Except as expressly stated in these Terms or in a signed agreement, the Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.

Nothing in these Terms excludes or limits any warranty, condition, or liability that cannot lawfully be excluded or limited under applicable law.

12. Limitation of liability

To the maximum extent permitted by applicable law:

• Ambar Systems will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to the Services.
• Our total aggregate liability arising out of or relating to the Services will not exceed the greater of (a) the amount you paid to us under these Terms in the twelve months preceding the claim, or (b) CAD $100.

This limitation does not apply to liability that cannot be limited under applicable Canadian law, including gross negligence, wilful misconduct, or fraud.

13. Indemnification

You agree to indemnify and hold harmless Ambar Systems, its officers, directors, employees, and agents from any claims, damages, liabilities, and reasonable expenses (including legal fees) arising from (a) your use of the Services in breach of these Terms, (b) your Content, or (c) your violation of any third-party right or applicable law.

14. Termination

• You may close your account at any time through account settings or by contacting support.
• We may suspend or terminate your account where you materially breach these Terms, on reasonable notice where the breach is capable of remedy.
• Tenant subscriptions are governed by the applicable subscription agreement.
• On termination, your right to access the Services ceases. Data export is available for a 30-day grace period following termination unless a shorter period is required by law.

15. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties agree to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

16. Changes to these Terms

We may revise these Terms from time to time. For material changes, we will give reasonable advance notice - typically 30 days - by email or platform notice. Your continued use of the Services after the effective date of a revised version constitutes acceptance of the revised Terms.

17. Miscellaneous

• Entire agreement. These Terms, together with any applicable SOW, subscription agreement, privacy notice, and policies referenced here, form the entire agreement between you and Ambar Systems concerning the Services.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Language. These Terms are drawn up in English at the express request of the parties. Les presentes Conditions sont redigees en anglais a la demande expresse des parties.

18. Contact

These Terms are provided as a general agreement. Specific consulting engagements, subscriptions, or partner arrangements may be governed by separate signed agreements that prevail over these Terms in case of conflict.