User agreement

This Membership Agreement (“Agreement” or “User Agreement”) is entered into and will become effective on the date of acceptance by the User of this Agreement (“Effective Date”) between ALFAWEB SP. Z O.O., duly incorporated under the laws of the Poland, having its registered office at: Aleja Wincentego Witosa 31/201, 00-710 Warsaw, Poland, Company Registration Number KRS 0001010149, hereinafter referred to as the "Company" or "Amber&Key" and the User accepting this Agreement in accordance with paragraph 1 below and hereinafter referred to as the "User" or "You". Each of the parties - Amber&Key and the User - may be referred to in this document as a "Party" or collectively as the "Parties". Capitalized terms used in this Agreement without definition have the meanings set forth in paragraph 4 below.

1. AGREEMENT ACCEPTANCE.

When registering in the Amber&Key application, by clicking the "Continue" button, the User confirms that they have read, understood and accepted this Agreement without any reservations, comments or additions. The User agrees that the execution of this Agreement is mandatory for the User.

By accessing, downloading, copying and/or using Amber&Key, including the Application, the User agrees to be bound by this Agreement or the User Terms. THESE USER CONDITIONS, TOGETHER WITH PRIVACY POLICY SET FORTH IN THIS DOCUMENT, CREATE A RELATED LEGAL AGREEMENT BETWEEN THE USER AND Amber&Key AND INCLUDE ARBITRATION AND JUDICIAL RESERVATIONS FOR WHICH SOME CLAIMS CANNOT BE CONSIDERED IN COURT. PLEASE READ THEM CAREFULLY.

This Agreement may be translated into the native language of the country in which the User resides, is located or otherwise operates. Notwithstanding the foregoing, the original version of this Agreement shall be governed by the law of the United States of America, and any dispute, demand, reclamation, claim or cause of action arising under this Agreement shall be interpreted, enforced and adjudicated in accordance with the law of the United States. Amber&Key is not responsible for any errors or misinterpretations resulting from the translation of the original English version of this Agreement into the User's native language. The User is advised to consult with a qualified lawyer or attorney in their country or local jurisdiction before accepting and entering into this Agreement.

2. DOWNLOADING Amber&Key

The user can download the Amber&Key mobile application free of charge. By registering an account with Amber&Key, the User is entitled to use Amber&Key to make purchases of Amber&Key Products and track the location (geolocation) of Trackers.

3. USER REGISTRATION

In order to register an account with Amber&Key, the user must provide all of the required information, including his/her last name, email address, address, telephone number, and verify their accuracy, including when requested to do so by Amber&Key

The user guarantees that the information provided by them is true, accurate and complete. The User hereby also warrants that they have not misrepresented their personal information, have not created fake accounts, have not impersonated any other person or entity using their images, data and personal information to deceive, have not provided personally identifiable information, including credit or debit card, bank account, owned by or associated with any other person or entity. The User undertakes and is responsible for covering damages, defending and indemnifying Amber&Key, and any of its beneficiaries and officials, for any claim, action or otherwise arising out of the misappropriation, theft or misuse by the User of the identity of any other person or entity , personal or financial information.

4. SOME DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall be defined as follows:

"Applicable Law" means any international, federal, state or local law, regulation or rule, and official interpretations thereof, issued by a regulatory body that govern or relate to this Agreement or any services or transactions related to this Agreement.
"Product" - an object of the material world that has not been withdrawn from civil circulation and is offered for sale on the Amber&Key website or application solely for personal, family, household and other needs not related to business activities. Only Goods marked on the Amber&Key website or application as "in stock" or "pre-order" can be purchased or sold.
"Order" - a request made by the User and confirmed by Amber&Key in accordance with this Agreement for certain items from the assortment list of the Goods specified by the User when placing an order on the website or in the Amber&Key application.
"Delivery" - a third party that provides services for the delivery of Orders to Users under an agreement with Amber&Key. Amber&Key has the right to independently determine the delivery service without the consent of the User. Up-to-date information about the delivery service is posted on the Amber&Key website or application in the Order form.
"Tracker" - a device for receiving and transmitting data for satellite control, using GPS to accurately determine an object’s location.
"Child" - a person under the age of 18 (eighteen) years, directly wearing the Goods with a sewn-in Tracker, whose parent, guardian, adoptive parent or other legal representative is the owner of the User's Mobile Device and is the User of the Amber&Key application.
The User's "Mobile device" means a mobile technical device (smartphone, tablet or other device) running the Apple iOS and Android operating systems, having access to the Internet, on which the Amber&Key application is installed.

5. Amber&Key SERVICE INFORMATION

Amber&Key or its licensors own all the names, titles and interests, including but not limited to all copyrights, trademarks and other intellectual property rights on the Amber&Key website and in the application and all components used in its provision, including, without limitation, all software, business methods, business processes, website designs, graphics, text, content, API instructions, trade names, trade secrets and know-how, as well as all the documentation relating to the foregoing, which are used to provide the Amber&Key website and application ("Confidential Information"). Except as expressly provided herein, this Agreement does not transfer to the User any title, ownership or interest in the Amber&Key Application or Confidential Information. The User acknowledges that he is prohibited from any use, reproduction, decompilation, reverse engineering, modification or distribution of any Amber&Key website and Amber&Key Application or Confidential Information not expressly permitted in this Agreement. The User acknowledges that the transactional data processed by Amber&Key is the property of Amber&Key for current and future use.

The user may not sell, resell, assign or otherwise transfer the rights to the Amber&Key website, the Amber&Key application or any information owned by Amber&Key. All Confidential Information may only be used in connection with the User's use of the Amber&Key Website or Amber&Key Application and shall terminate immediately upon termination of this Agreement for any or no reason.

6. PROHIBITIONS

Prohibited fraudulent behavior on the Amber&Key website or application. Amber&Key undertakes not to provide misleading information to the User. This User is prohibited from engaging in inauthentic behavior on the Amber&Key website or application, which includes creating, managing or otherwise maintaining fake accounts; creating accounts under fake names; creating accounts that are or may be participating in fraud. If the User is found to be involved in the above fraudulent behavior, Amber&Key has the right to immediately terminate and revoke the account.
Prohibited content on the Amber&Key network. Amber&Key hereby prohibits any User or customer from engaging, writing, entering, displaying or uploading offensive, profane content, including any language or content that is considered, in Amber&Key's sole discretion, to be obscene or propaganda or intolerance of religion, sexual orientation, race, ethnicity origin. In addition to the foregoing, the User must also not post or upload any text, photographs, images or other content that defames, demeans or harasses: (i) Amber&Key or any Amber&Key member, beneficiary, official, director, employee or agent (ii) or any other Amber&Key user. The definition of offensive, objectionable and inappropriate content is at the sole discretion of Amber&Key. Amber&Key also encourages its users to immediately contact Amber&Key at info@amberandkey.com to report any content or uploads that the user finds offensive, objectionable or inappropriate. Amber&Key, without prior notice to the offending User and at its sole discretion, will remove all objectionable content and shall further have the right to immediately terminate the User's account.

7. ADDITIONAL USER WARRANTIES

The User warrants that: (i) the User is at least 18 years of age; (ii) the User means a citizen or legal resident of the jurisdiction for which the User provides a mailing address; (iii) the User has provided Amber&Key with a valid mail address; (iv) the User has provided Amber&Key with passport data in accordance with clause 3 of this User Agreement; (v) User agrees to the terms of this Agreement and all applicable laws and agrees to be legally bound by this Agreement; and (vi) the User has the necessary rights, powers and facilities to enter into this User Agreement and perform its obligations under it, and the performance of its obligations will not violate any Applicable Law. The user further represents and warrants that:

The User is not a citizen or resident of any country blacklisted by the International Financial Action Task Force (FATF);

The User has reached the age of majority to enter into a binding contract, and no court has prevented them from entering into any agreements; the User has not previously been banned from Amber&Key.

The User is solely responsible for providing information to Amber&Key if any of the above conditions change as a result of a future event, and for covering damages, defending and indemnifying Amber&Key, and all beneficiaries and officials, for any claims. Amber&Key's discovery of a breach of the User's warranties or representations contained in this Section 7 will result in Amber&Key's immediate termination and cancellation of this Agreement.

By accepting the terms of this Agreement, the User thereby, among other things, confirms that they are the legal representative of the Child and by virtue of law is authorized on their behalf and in their interests to accept the terms of this Agreement, as well as provide consent to the processing of the personal data of the Child and be responsible for all actions performed by the Child who is directly wearing the Tracker. The User warrants that the Tracker and the Amber&Key Application are used solely for the benefit of the Child.

8. USER DISCLOSURES

The User hereby agrees that Amber&Key will collect, use and share your information only to the extent permitted by Applicable Law, and in particular as follows:

Amber&Key will collect data about you in the course of using the Amber&Key Application, the Amber&Key Platform, as part of the normal Amber&Key administration process.
Providing and managing the services you have requested, including but not limited to managing your Amber&Key account;
Verification of your identity and authentication of personal data;
Creation of user profiles on our website;
Fraud or security threat protection and other risk management; Communication with the User regarding products that may be of interest;
Evaluate and improve our website and other offerings;
Tailoring our services and otherwise improving the customer experience;
Satisfying legal or regulatory requirements or the requirements of law enforcement agencies, etc.;

Disclosure to law enforcement, government officials or other third parties will only be made to the extent required by law and when Amber&Key believes in good faith that such disclosure is necessary to protect Amber&Key's rights and/or comply with the legal process, court order, regulations or other legal process.

Finally, in the event of a change in control of Amber&Key's business (whether through a merger, sale or other transaction), sale or transfer of its assets, User information, which may include your Personal Information (defined below), may be confidentially disclosed to the potential buyer under a retention agreement or may be sold or transferred as part of this transaction.

In order to avoid any doubts, Amber&Key will not display any information about the User's bank or credit card or taxpayer identification number (TIN) ("User Confidential Information") on the pages of its website or application in the public areas. Under no circumstances, except as required by Applicable Law (whether by law, court order or other legal process), the individual tax number or home address (street, house number) of any User (together with bank account number, credit / debit card number - "Personal Data") shall be displayed or disclosed on any page of the website or application.

9. ORDER TERM OF EXECUTION

The Order term of execution depends on the availability of the ordered Goods at Amber&Key's warehouse and the time required to process the Order. The Order term of execution in exceptional cases may be agreed on with the User individually, depending on the characteristics and quantity of the ordered Goods. If part of the Order is not in stock at Amber&Key's warehouse, including for reasons beyond its control, Amber&Key has the right to cancel the said Goods from the User's Order. Amber&Key undertakes to notify the User of a change in the completeness of their Order.

The Order is considered delivered at the moment of its transfer to the User. By signing the courier sheet, the User confirms the execution of the Order.

If the User provides false information, including contact details, Amber&Key is not responsible for the improper execution of the Order.

If the User has placed a pre-order, Amber&Key reserves the right to postpone the execution date of the pre-order at its sole discretion, without the consent of the User.

10. PAYMENT OF THE ORDER

Payment for the executed Order is carried out by paying the cost of the Goods by means of an advance payment on the website or in the Amber&Key application.

Prices for any item of the Goods listed on the Amber&Key website or application are subject to change by Amber&Key unilaterally without notice to the User. In the event of a change in the price of the ordered items of the Goods, the Operator undertakes to inform the User of such a change as soon as possible. The User has the right to confirm or cancel the Order. In the absence of communication with the User, the Order is considered canceled within 14 (fourteen) calendar days from the date of registration.

The cost of the Goods is automatically calculated when the User places an Order on the website or in the Amber&Key application for all Orders with delivery within Russia.

11. DELIVERY OF GOODS

Amber&Key's obligation to deliver the Goods with the condition of its delivery is considered fulfilled from the moment the User signs the shipping documents.

The ownership of the Goods and the risks of accidental damage and/or loss of the Goods are transferred to the User from the moment of the actual transfer of the Goods and signing of the shipping documents upon delivery of the Goods to the User.

The cost of delivery of the Goods is automatically calculated and indicated when placing an Order by the User on the website or through the Amber&Key application.

Delivery can be carried out by self-pickup from the point of sale indicated on the Amber&Key website or application, or another point of issue of the order by CDEK or another transport company.

12. ORDER RETURNS

Product Exchange:

If you have received a product that does not meet your expectations or is not suitable for you, we offer an exchange service. Please note that the product must be in its original packaging, with all tags attached and maintain its original condition. Exchange is possible within 14 calendar days from the moment of receiving the order.

Product Returns:

If for any reason you decide to return the product, we are ready to process your request in accordance with our return policy. Please make sure that the product is in its original condition, with tags and in the original packaging. Returns can be made within 14 days.

Exchange and Return Process:

To initiate the exchange or return process, contact our support service at info@amberandkey.com and provide the following information:

Order number
Description of the reason for exchange or return

After processing your request, our team will contact you to clarify details and provide more detailed instructions for returning the product.

Return Processing:

Once your return is received, the shipment will be processed within 5-7 business days. Upon completion of processing, you will receive an email. After that, the refund will be initiated within the specified period (5-7 business days).

We appreciate your choice of our brand and are ready to do everything possible to make your shopping experience pleasant and carefree. Thank you for choosing us!

13. COPYRIGHT

All text and graphics posted on the Amber&Key website or application are the property of Alfaweb sp. z o.o. (Company Registration Number KRS 0001010149).

14. RIGHTS, DUTIES AND RESPONSIBILITIES

The User has the right to send all claims for improper execution of the Order to the email address indicated on the website or in the Amber&Key application. All of the received information is processed as soon as possible.

Amber&Key and the User agree to be bound by the terms of this agreement posted on the Amber&Key website or application.

The User undertakes not to sell the Goods to third parties at a price lower than that set for the Goods on the Amber&Key website or application.

15. TERM

The term of this Agreement begins on the Effective Date and continues for one (1) month (the “Initial Term”). Upon the expiration of the initial term, this Agreement will automatically renew for consecutive periods of one (1) month each (“renewal term” and together with the initial term “term”), in accordance with clause 18.

16. TERMINATION

If the User breaches any of the User's obligations, representations or warranties under this Agreement, or for reasonable security or fraud prevention purposes, Amber&Key may immediately: (a) suspend or limit performance of its obligations under this Agreement; (b) immediately terminate or suspend this Agreement; or (c) terminate or restrict the User's transactions. Amber&Key may also immediately terminate this Agreement if: (d) Amber&Key suspects or has evidence of fraud committed by a User, including (but not limited to): creating fake accounts, creating multiple accounts, providing Personal Information that is false, or other information that cannot be verified, misappropriation of another person's personal information to create an account. The User may terminate their User Account for any reason thirty (30) days following a written request via email to info@amberandkey.com.

17. CONSEQUENCES OF AGREEMENT TERMINATION

Upon termination of this Agreement, Amber&Key will: (i) cancel all pending User purchase transactions and (ii) block the User's account with Amber&Key

18. CONFIDENTIALITY

Each party agrees to keep all Confidential Information of the other party and use such Confidential Information only in accordance with the terms of this Agreement. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of the other party's Confidential Information, including, but not limited to, disclosing such Confidential Information only to its own employees or contractors who need to know and who are parties to the applicable agreements. In this document, "Confidential Information" means all information, written or oral, provided by one party to another, including, but not limited to, financial information, methods, processes, methodologies, diagrams, ideas, insights, performance information, user documentation, internal documentation, information about planned or current products or services, computer records or software, specifications, models, prototypes, compositions, samples or other information that may be applicable to or in any way related to the business or cases of this kind. Confidential Information includes Service Information and the content of this Agreement.
Each party shall implement physical and information security processes and systems sufficient to protect any Confidential Information in its possession. The above restrictions on use and disclosure do not apply to Confidential Information that: (i) becomes lawfully known to the receiving party without restriction from a source other than the disclosing party; or (ii) independently developed by the receiving party without the use of Confidential Information and without the participation of persons who had access to Confidential Information, as evidenced by written records; or (iii) required by Applicable Law. The recipient party agrees to return or destroy the Confidential Information of the party that provided the information upon termination or expiration of this Agreement or at any request of the party that provided the information.
The Parties agree that if the receiving party commits a breach or threatens to breach the provisions of this Agreement, then the party providing the information shall have the right to seek injunctive relief or any other action of law to enforce the terms of this Agreement, as it acknowledges and agrees to that any such breach or threat of breach is likely to cause irreparable harm and that monetary damages will not provide adequate and sufficient remedies.

19. LINKS TO THIRD PARTY SITES AND SERVICES

The Amber&Key Website, Platform and Application may contain links or connections to third party websites or services that are not owned or controlled by Amber&Key. When you access third party websites or use third party services, you agree that there are risks involved and that Amber&Key is not responsible for such risks. We encourage you to be careful when you leave the Amber&Key website, platform and application and to read the terms and privacy policy of each third party website or service you visit or use.
Amber&Key cannot and will not monitor, review, censor or edit the content of any third party sites or services. By using the Amber&Key website, platform and/or application, you indemnify and hold harmless Amber&Key from all liability arising from your use of any third party website or service. Your interactions with organizations and/or individuals found on the Amber&Key Website or Application, including payment for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such relationships, are solely between you and such organizations. and/or individuals. You must conduct any investigation you deem necessary or appropriate before proceeding with any online or offline transaction with any of these parties. You agree that Amber&Key shall not be liable for any loss or damage of any kind incurred as a result of any such transactions.

20. LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES

Neither Amber&Key nor any of its affiliates, subsidiaries, agents or subcontractors shall be liable for any delay or failure to perform its obligations under this User Agreement to the extent that the delay or failure to perform is caused by any of the following circumstances:

failure, interruption, intrusion or damage to any equipment, software or other telecommunications or data transmission systems;
Amber&Key's belief that the transaction is unauthorized or fraudulent or constitutes a security risk;
interception or seizure caused by applicable law;
or other circumstances beyond Amber&Key's reasonable control.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL Amber&Key BE LIABLE FOR THE USER FOR ANY CLAIMS OR OBLIGATIONS RELATED TO THIS USER AGREEMENT. UNDER NO CIRCUMSTANCES SHALL Amber&Key OR ANY OF ITS BRANCHES, SUBSIDIARIES, AGENTS OR SUBCONTRACTORS BE RESPONSIBLE TO THE USER OR THIRD PARTY FOR ANY INDIRECT, RANDOM, PENALTY AND OTHER DAMAGE (INCLUDING, BUT NOT LIMITED, SIGNIFICANT VIOLATION OR VIOLATION OF THE DEADLINE) OR ANY ONE ANOTHER BREACH OF THE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF POTENTIAL DAMAGES. THE LIMITATIONS AND ALLOCATION OF RISK DESCRIBED HEREIN ARE FUNDAMENTAL TO THIS USER AGREEMENT AND ARE APPROVED BY THE PARTIES. THE PARTIES ACKNOWLEDGE THAT WITHOUT SUCH ALLOCATION OF RISK, Amber&Key WILL NOT ENTER INTO THIS USER AGREEMENT.

21. INDEMNIFICATION

The User undertakes to indemnify Amber&Key and its affiliates, subsidiaries, agents and subcontractors for any and all claims, damages, causes of action, suits, liabilities, expenses, fines and costs (including legal fees) arising from the fact that the User: (a) accepted Amber&Key services; (b) has violated the provisions of this Agreement, (c) has failed to comply with any obligation, condition or warranty under this Agreement; or (d) in the event that a third party claims that the User's use of the Amber&Key Application or other services in violation of this Agreement infringes or misappropriates such third party's intellectual property rights or violates Applicable Law.

22. DISCLAIMER OF WARRANTIES

EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THIS USER AGREEMENT, Amber&Key PROVIDES THE Amber&Key APPLICATION AND OTHER SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MAKES NO WARRANTIES WHATSOEVER IN ANY WAY IN CONNECTION WITH THE Amber&Key APPLICATION, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, ANY WARRANTIES ARISING OUT OF USE OR CONSUMPTION, ANY WARRANTIES EXPRESS OR IMPLIED. Amber&Key DOES NOT WARRANT THAT THE Amber&Key APPLICATION WILL BE ERROR-FREE, AVAILABLE OR MEET THE USER'S REQUIREMENTS OR EXPECTATIONS. Amber&Key'S LIABILITY FOR ANY ERRORS, ACTIONS OR OMISSIONS ARISING OUT OF THE PROVISION OF THE Amber&Key SITE, THE Amber&Key APPLICATION AND OTHER SERVICES SHALL BE LIMITED TO THE RE-PRESENTATION OF THE ABOVE SERVICES FREE OF CHARGE TO THE USER. EXCEPT IN THIS EVENT, Amber&Key SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF OR REPRESENTED AS A RESULT OF USE OF THE Amber&Key APPLICATION AND OTHER SERVICES UNDER THIS USER AGREEMENT, REGARDLESS OF THE MATTER. IN NO EVENT SHALL Amber&Key BE LIABLE FOR ANY DENIAL OR DELAY IN PROVISION OF THE Amber&Key APPLICATION AND OTHER Amber&Key SERVICES ARISING OUT OF FORCE MAJEURE.

23. MANDATORY ARBITRATION OF DISPUTES

Any contradiction, dispute, claim, complaint or cause of action (including the interpretation and scope of this clause and the jurisdiction of the dispute, claim, count, complaint or cause of action) between you and Amber&Key or its successors shall be settled exclusively by binding and confidential arbitration proceedings governed by the relevant US regulations.

There shall be no right or authority for any claims to be brought to court on the basis of a class action or on grounds related to claims made as a representative on behalf of the general public or others in a similar position. Possible litigation is limited to claims between you and Amber&Key. In addition, claims brought by you against us or by us against you may not be joined in court with claims brought against anyone other than you, unless otherwise agreed by all parties in writing.

24. FINAL PROVISIONS

Third party beneficiary. The parties expressly acknowledge and agree that none of the parties can be considered the beneficiary of this User Agreement.
Notifications. All notices and approvals contemplated by this User Agreement must be in writing and must be made available by any of the following means: (a) personally delivered; (b) sent by registered mail, including prepaid postage and proof of delivery; (c) sent by delivery to the address immediately below or such other address as the notifying party is subsequently notified in accordance with this clause 25.2; or (d) sent by email during the recipient's normal business hours, and if not sent during the recipient's normal business hours, on the recipient's next business day.
Email: info@amberandkey.com
Full agreement. This User Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and understandings, oral or written, between the parties with respect to the subject matter of this Agreement, if any in the past.
Changes. Unless otherwise provided in this User Agreement, Amber&Key may change any of the provisions of this Agreement by notifying the User in writing, and such change will become effective not less than thirty (30) days from the date of notification.
Cumulative remedies. All remedies granted or reserved in favor of either party are cumulative and are in addition to any other remedy granted under this Agreement or existing by law.
Independent contractors. The parties are independent parties to the Agreement, and this User Agreement does not establish a partnership or joint venture between them. Neither party has the right to bind the other party to any agreement against its will.
Refusal. Neither party shall be deemed to have waived any of its rights, powers or remedies under this Agreement, except in a written statement signed by an authorized agent or representative of the relevant party. A waiver by either party of the right to remedy a breach of any term or provision of this Agreement shall not be construed as a waiver of the right to remedy any subsequent breach.
Continuation of action. All representations and warranties contained in this User Agreement, and all obligations of the parties that, by their duration or nature, go beyond the Term, shall survive the termination or expiration of this User Agreement.
Subcontract. Amber&Key may use the services of one or more affiliates, subsidiaries, agents or subcontractors to fulfill its obligations under this User Agreement.
Partial invalidation. If any part of this User Agreement is found by a court, regulatory body or other public or private court of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to be severed from this User Agreement. The remainder of this User Agreement shall remain in full force and effect and shall be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such an extent.
Applicable Law. This User Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware, USA.
Transfer of rights. The User may not assign, transfer or sublicense, including by operation of law, any of its rights, duties or obligations under this User Agreement, in whole or in part, to any person or entity without the prior written consent of Amber&Key. Amber&Key may assign any or all of its rights, duties and obligations under this User Agreement to an entity that Amber&Key directly or indirectly controls or which is under common control, or to any third party that acquires all or substantially all of the assets relating to this User Agreement, including the assignment of a contractual position, assignment or any other form of replacement of Amber&Key by another party to which the User hereby consents.