Privacy Policy.

Ambryon AI Inc. (“Ambryon”, “we”, “us”) has created this Privacy Policy (“Privacy Policy”) to set out how we collect, use, and disclose information about identifiable individuals and information which can be used to identify an individual (“Personal Information”) through our Website (defined below) and in the course of providing our products, software, and services (collectively, all of the foregoing the “Services”).

Privacy is of great importance to us. We do not actively collect Personal Information for the purpose of selling or marketing that Personal Information to third parties. In other words, we do not sell customer lists. Personal Information may be collected about users and visitors to the Website, as well as our customers and their end users who interact with our Services. By visiting our website located at https://www.ambryon.ai, including subpages, (collectively, the “Website”), or using the Services in any manner, you acknowledge that you accept the practices and policies outlined in this Privacy Policy and you hereby consent to the collection, use and disclosure of your Personal Information in accordance with this Privacy Policy. If you are using services operated by one of our customers, then the collection, use and disclosure of your Personal Information may be subject to that customer’s relevant privacy policy (including how it may reference this Privacy Policy), and Ambryon will be entitled to collect, use and disclose your Personal Information in accordance with that customer’s privacy policy (including how it may reference this Privacy Policy) and Ambryon’s rights under applicable law and Ambryon’s rights pursuant to Ambryon’s contract with that customer.

1. Overview

1.1 A Note About Children. The Services are consumer services. A person under the age of 16 may use the Services only with the consent of that person's parent or guardian. We do not knowingly collect Personal Information from a person under 16 without first obtaining verifiable consent from that person's parent or guardian, using methods reasonably designed to confirm that the person giving consent is in fact the child's parent or guardian. Where a parent or guardian gives that consent, it constitutes consent for the purposes of this Privacy Policy. We collect from a child only the Personal Information reasonably necessary to provide the Services, and we do not condition a child's use of the Services on the disclosure of more Personal Information than is reasonably necessary. We do not use a child's Personal Information for targeted or cross-context behavioural advertising, and we do not sell or share a child's Personal Information. A parent or guardian who has given consent may at any time review the Personal Information we hold about their child, request its correction or deletion, and withdraw their consent, in which case we will stop collecting Personal Information from the child and delete the Personal Information we hold, subject to any retention required by applicable law. If we learn that we have collected Personal Information from a person under 16 without the required parental or guardian consent, we will delete that Personal Information as soon as reasonably possible and will close any associated account. If you are a parent or guardian and you wish to exercise any of the rights described above, or you believe that we may hold Personal Information about a person under 16 without the required consent, please contact our Privacy Officer using the details in Section 10.

1.2 International Users. If you are a non-U.S. or non-Canadian user of the Services, by visiting the Services and providing us with data, you acknowledge and agree that your Personal Information may be processed for the purposes identified in this Privacy Policy. In addition, your Personal Information may be processed in the country in which it was collected and in other countries, including the United States and Canada, where laws regarding processing of Personal Information may be less stringent than the laws in your country. Where your Personal Information is transferred out of the EEA, the UK or Switzerland, we rely on an approved transfer mechanism as described in Section 3 rather than on your consent. If you are in the UK or EEA please see specific terms which apply to you further below.

1.3 Lawful processing. We process your Personal Information only to the extent necessary for the purposes described in this Privacy Policy. We set out below the type of Personal Information we collect and how we use such Personal Information. Except as set forth in this Privacy Policy, your Personal Information will not be used for any other purpose without a lawful basis for doing so. Depending on the purpose and your location, we process Personal Information on the basis of your consent, the performance of a contract with you or with our customer, compliance with a legal obligation, or our legitimate interests, and we identify the basis on which we rely for each purpose in Sections 2.2 and 6. Where we rely on your consent, you may withdraw it at any time. However, withdrawing consent may result in your inability to continue using the Services.

1.4 Scope. This Privacy Policy covers the activities of Ambryon but does not apply to the practices of companies that we do not own or control, including our customers and third parties that may resell Ambryon products and services and any services offered by other companies or other sites linked from our Services. You are responsible for ensuring that you have obtained the necessary authorizations and consents for any Personal Information you make available to us for use in accordance with this Privacy Policy, in particular, our customers represent and warrant to Ambryon that they have the necessary rights under applicable law or have obtained the necessary consents from each end user whose Personal Information is provided by that customer to Ambryon in order to allow Ambryon to use, disclose and otherwise process such Personal Information for the purposes described in this Privacy Policy in the manner described in this Privacy Policy.

2. Collection and Use of Personal Information

2.1 What we Collect. Set out below are the ways in which we may collect Personal Information:

• Personal Information We Collect from our Customers. We may collect payment credentials or related information from our customers in order to allow those customers to pay Ambryon for Services procured by such customers or in order to remit to such customers their share of transaction fees collected from end users. For clarity, payment processing will be performed by a third party service provider.
• Personal Information Collected in the Course of the Services. We may collect Personal Information about our customers’ end users through web forms and other communications methods used by the Services. The Personal Information provided by end users consists of their name and email address, and any other Personal Information required to meet regulatory requirements for our customers.
• Cookies and Similar Technologies. We use cookies, pixel tags and similar technologies to gather information about how you interact with the Services, which may include your IP address, browser type, device identifiers and referring page. We use these technologies for three purposes: (a) the strictly necessary operation and security of the Services; (b) analytics and performance measurement; and (c) marketing and communications about the Services. Where required by applicable law, including in the EEA, the UK and Quebec, we obtain your consent before setting non-essential cookies and similar technologies, and you may withdraw that consent or change your preferences at any time using the cookie preference controls made available on the Website or through your browser settings.
• Employee and Contractor Candidate Information. When we seek candidates for potential jobs or contracting engagements with Ambryon, we collect information that those candidates choose to provide to us when applying, which may include contact information, education and employment history, credentials, place of residence and other information the candidate believes to be relevant. For people who become our employees or contractors, we will typically retain the information provided by those candidates in the application process along with additional information to manage their employment or contractor relationship with us, including, without limitation, information related to income tax reporting and withholding and enrollment in Ambryon benefit plans (in each case, to the extent applicable for the relevant relationship).
• Marketing Information. From time to time, we may conduct surveys or hold contests or other events and in connection with such surveys, contests, or events, we may collect information you elect to provide about yourself, such as your name, email address, telephone number, organization name and address; and general information about the company for whom you work. In addition, we may use third-party service providers to collect business-related information about your employer such as its name, size, and publicly available revenue in connection with potentially offering the Services to your employer. You may opt out of receiving commercial electronic messages from us at any time using the unsubscribe mechanism in any such message, or by contacting our Privacy Officer using the details in Section 10, and we will give effect to that request within the period required by applicable law, including Canada's Anti-Spam Legislation. We will continue to send you transactional and service-related messages necessary to provide the Services.
• Ambryon Suppliers and Partners. Ambryon collects business contact information of individuals who work for our suppliers and other partners to communicate with those suppliers and partners about their business relationship with us.

2.2 Use of Personal Information. We may use your Personal Information in a manner that is consistent with this Privacy Policy and the context of our relationship with you. We will use your Personal Information and Usage Information collected through the Site for the following purposes:

1. verify end user’s identities for the purposes of know-your-customer laws and regulations;
2. provide, operate, maintain and improve the Services;
3. send technical notices, updates, security alerts and support and administrative messages;
4. complete transactions (including end user transactions), and send related information to the relevant transaction participants, including confirmations and invoices;
5. respond to comments, questions, and requests and provide customer service and support;
6. communicate with you and provide news or information about us;
7. process your authorized payments for our Services;
8. investigate and prevent fraudulent transactions, unauthorized access to the Services, and other illegal activities;
9. monitor and analyze trends, usage, and activities in connection with the Services, including generating aggregated and anonymized statistics;
10. conduct business and contractual relationships that we have with various persons and companies (such as customers, suppliers, partners and employees);
11. for other purposes which we will notify you about and seek your consent; and
12. as otherwise specifically described in this Privacy Policy.

3. Storage Location and Transfer of Personal Information

Ambryon processes and stores its data, including Personal Information, on servers located in Canada, the United States and the EEA. Ambryon also transfers data to third-party service providers, including the third-party service providers described on our Sub-Processors list included herein at Schedule “A” (“Sub-Processors”). Where we transfer Personal Information out of the EEA, the UK or Switzerland, we do so under an approved transfer mechanism — the European Commission's Standard Contractual Clauses, the UK International Data Transfer Agreement or Addendum, or an applicable finding of adequacy (including the European Commission's adequacy decision in respect of Canada) and we impose equivalent contractual protections on our Sub-Processors. You may request a copy of the transfer mechanism applicable to your Personal Information by contacting us using the details in Section 10. You acknowledge and agree that your Personal Information may be accessible to law enforcement and governmental agencies in Canada and the United States under lawful access regimes or court order.

4. Disclosure of Personal Information with Third Parties

4.1 Service Providers and Business Partners. We may from time to time employ third parties to perform tasks for us and we may need to share Personal Information (including account information) with them to perform those tasks. Unless we tell you differently, such third parties do not have any right to use the Personal Information we share with them beyond what is necessary for them to perform the relevant tasks for us. The third parties we currently engage include third-party companies and individuals employed or contracted by us to provide certain capabilities within the Services and for certain general business functions, including the provision of database management, payment processing and customer relationship management tools, including the Sub-Processors.

4.2 Business Transfers. If our business (or substantially all of our assets) are acquired by a third party, or if we go out of business, enter bankruptcy, or go through some other change of control, Personal Information may be made available or otherwise transferred to the new controlling entity, where permitted under applicable law. Your Personal Information may also be transferred in connection with due diligence for any such transactions. In all cases, if any such transactions occur, your Personal Information will remain subject to the restrictions and protections set forth in this Privacy Policy.

4.3 With Your Consent. If we need to use or disclose any Personal Information in a way not identified in this Privacy Policy, we will notify you and/or obtain consent as required under applicable privacy laws.

4.4 As Required by Law. We may disclose your Personal Information to third parties without your consent only where permitted under applicable privacy law and where we reasonably believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, other users, or anyone else (including the rights or property of anyone else) that could be harmed by such activities. Further, we may disclose Personal Information when we believe in good faith that such disclosure is required by and in accordance with the law.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

• satisfy any applicable law, regulation, legal process or governmental request (including in pursuant to subpoenas, civil investigative demands, or similar processes); enforce our contracts or user agreements, including investigation of potential violations hereof; and
• detect, prevent, or otherwise address fraud, security, or technical issues.

The above may include exchanging information with other companies and organizations for fraud protection, spam/malware prevention, and know-your-customer purposes. Notwithstanding the general terms of this policy, the collection, use, and disclosure of Personal Information may be made outside of the terms of this Privacy Policy to the extent provided for in any applicable privacy or other legislation in effect from time to time, or pursuant to court orders (including in respect to depositions, interrogatories, subpoenas, civil investigative demands, and other court or regulatory-mandated discovery processes).

5. Retention

We will keep your Personal Information for as long as it remains necessary for the identified purpose or as required by law, which may extend beyond the termination of our relationship with you. Personal Information in respect to financial transactions is retained for seven years from the end of the taxation year to which the transaction relates, for financial compliance and to meet regulatory record-keeping requirements, after which it is deleted or anonymized unless a longer period is required by law or is necessary to establish, exercise or defend legal claims. We may retain certain data as necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, non-personally-identifiable data, account recovery, or if required by law. All retained Personal Information will remain subject to the terms of this Privacy Policy.

Safeguards and Incident Notification. We maintain administrative, technical and physical safeguards designed to protect Personal Information against loss, theft, and unauthorized access, disclosure, copying, use or modification, appropriate to the sensitivity of the information. These measures include encryption of Personal Information in transit and at rest, role-based and least-privilege access controls, logging and monitoring, confidentiality obligations and privacy training for personnel, and contractual security commitments from our Sub-Processors. No method of transmission or storage is completely secure, and we cannot guarantee absolute security. If a breach of security safeguards involving your Personal Information occurs that creates a real risk of significant harm to you, or that is otherwise notifiable under applicable law, we will notify you and the applicable regulators as and when that law requires.

6. Residents of the European Economic Area (“EEA”) and the UK

If you are a resident of the EEA or the UK, you have certain data protection rights. Ambryon takes reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Information (known as “Personal Data” under the EU General Data Protection Regulation and under the UK Data Protection Act 2018).

If you wish to be informed about what Personal Data we hold about you and if you want that Personal Data to be removed from our systems, please contact us using the contact information set out below. Note that where we act as a data processor on behalf of our customers, you will be required to contact the data controller directly to exercise your rights.

In certain circumstances, where we act as data controller, you have the following data protection rights:

• Request access to your Personal Data (commonly known as a “data subject access request”). This enables you to receive a copy of the Personal Data we hold about you where we are the data controller and to check that we are lawfully processing it.
• Request correction of the Personal Data that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected, though we may need to verify the accuracy of the new information you provide to us.
• Request erasure of your Personal Data. This enables you to ask us to delete or remove Personal Data where there is no good reason for us to continue to process it. You also have the right to ask us to delete or remove your Personal Data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully, or where we are required to erase your Personal Data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to processing of your Personal Data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your Personal Data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
• Request restriction of processing of your Personal Data. This enables you to ask us to suspend the processing of your Personal Data in the following scenarios: (a) if you want us to establish the information's accuracy; (b) where our use of the information is unlawful but you do not want us to erase it; (c) where you need us to hold the information even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your information but we need to verify whether we have overriding legitimate grounds to use it.
• Request the transfer of your Personal Data to you or to a third party. We will provide to you, or a third party you have chosen, your Personal Data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Withdraw consent at any time where we are relying on consent to process your Personal Data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.

Automated decision-making and profiling. We do not make decisions about you based solely on automated processing that produce legal effects concerning you or otherwise significantly affect you. Where the Services apply automated processing, including machine learning models, to Personal Data, we do so to deliver, secure and improve the Services and to meet identity-verification and regulatory obligations, and that processing is subject to human oversight. If this changes, we will inform you of the logic involved and of the significance and envisaged consequences of that processing before it begins.

Please note that we may ask you to verify your identity before responding to such requests.

You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local Data Protection Authority. If you wish to exercise any of the rights set out above, please contact us using the contact details below.

You will not have to pay a fee to access your Personal Data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive, or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

We may need to request specific information from you to help us confirm your identity and ensure your right to access your Personal Data (or to exercise any of your other rights). This is a security measure to ensure that Personal Data is not disclosed to any person who has no right to receive it.

We may also contact you to ask you for further information in relation to your request to speed up our response.

7. Access, Correction and Accuracy

You have the right to access the Personal Information we hold about you in order to verify the Personal Information we have collected in respect to you and to have a general account of our uses of that Personal Information. Upon receipt of your written request, we will provide you with a copy of your Personal Information, although in certain limited circumstances, and as permitted under law, we may not be able to make all relevant Personal Information available to you, such as where that Personal Information also pertains to another individual. In such circumstances we will provide reasons for the denial to you upon request. We will respond to requests for access to and modification of Personal Information within the time required by applicable law — generally 30 days under Canadian privacy legislation, one month (extendable by two further months for complex or numerous requests) under the EU and UK GDPR, and 45 days (extendable once) under the CCPA. If we require an extension, or are unable to provide the Personal Information requested, we will notify you within the applicable period and explain the reason.

We will make every reasonable effort to keep your Personal Information accurate and up to date, and we will provide you with mechanisms to update, correct, delete or add to your Personal Information as appropriate. As appropriate, this amended Personal Information will be transmitted to those parties to which we are permitted to disclose your Personal Information. Having accurate Personal Information about you enables us to give you the best possible service.

8. California Privacy Rights

This section provides additional details about the Personal Information we collect about California consumers and the rights afforded to them under the California Consumer Privacy Act (the CCPA).

For details about the categories of Personal Information Ambryon collects, the sources of that Personal Information, the business or commercial purposes for collecting it, and the categories of third parties to whom it is disclosed, please see Section 2.1 (What we Collect), Section 2.2 (Use of Personal Information) and Section 4 (Disclosure of Personal Information with Third Parties) above. We collect this Personal Information for commercial purposes described above. Ambryon does not sell (as that term is defined in the CCPA) the Personal Information we collect. Ambryon does not sell or share the Personal Information of consumers under 16, and does not use or disclose the Personal Information of a consumer under 16 for cross-context behavioural advertising.

Subject to certain limitations, the CCPA provides California consumers the right to request to know more details about the categories or specific pieces of Personal Information we collect about them (including how we use and disclose this Personal Information), to correct inaccurate Personal Information, to delete their Personal Information, to opt out of any “sale” or “sharing” of Personal Information (including for cross-context behavioural advertising) that may be occurring, to limit our use and disclosure of sensitive personal information, and to not be discriminated against for exercising these rights.

California consumers may make a request pursuant to their rights under the CCPA by contacting us at the contact information below. We will verify your request using the information (including Personal Information) associated with your account, if available, including email address. Government identification may be required. Consumers can also designate an authorized agent to exercise these rights on their behalf.

9. Changes to this Privacy Policy

This Privacy Policy is effective as of the date stated above. We may amend this Privacy Policy from time to time. Processing of Personal Information we collect is subject to the Privacy Policy in effect at the time such Personal Information is collected, used or disclosed as this Privacy Policy may subsequently be updated in accordance with this Section 9. If we make material changes or changes in the way we use Personal Information, we will notify you by posting an announcement on our Website or via the Services or sending you an email prior to the change becoming effective. Your continued use of the Website or the Services after a change takes effect indicates your acceptance of the updated Privacy Policy. Where a change would involve using Personal Information for a materially new purpose, or would otherwise require your consent under applicable privacy law, we will obtain that consent before applying the change to Personal Information already collected. Please refer back to this Privacy Policy on a regular basis.

10. Additional Information

Questions regarding this Privacy Policy or Ambryon’s privacy practices should be directed to our Privacy Officer:

Grant Hall
Re: Privacy Officer
by email to privacy@ambryon.ai

Schedule “A” – Sub-Processors

To support Ambryon in delivering the Services, Ambryon engages third-party service providers as sub-processors.

This page identifies our sub-processors, describes where they are located, lists the services they provide to us and identifies the type of Personal Information processed.

Our business needs may change from time to time and Ambryon will periodically update this page to provide notice of additions and removals to our list of sub-processors.