WELCOME

Please read this agreement carefully before using this service.

By using the service or clicking “AGREE” user is agreeing to be bound by this agreement. If user is agreeing to this agreement on behalf of or for the benefit of their employer, then user represents and warrants that it has the necessary authority to agree to this agreement on their employer’s behalf.

TERMS OF USE

This agreement is between AMP Media Systems, Inc., a Delaware corporation DBA amplifi.io (AMPLIFI.IO), and the user agreeing to these terms (User).

  1. SOFTWARE-AS-A-SERVICE.
    This agreement provides User access to and usage of an Internet based software service as further described at www.amplifi.io (Service).
  2. USE OF SERVICE.
    1. User Content. User grants AMPLIFI.IO the right to host, store, reproduce, distribute create derivative works, display and publish and otherwise use all marketing collateral, including without limitation, images, data and files, uploaded by User (User Content) for purposes of performing under this agreement. User represents and warrants to AMPLIFI.IO that it has all the necessary rights to upload, store and process the User Content within the Service.
    2. User Responsibilities. User (i) must keep its passwords secure and confidential; (ii) is solely responsible for User Content and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify AMPLIFI.IO promptly of any such unauthorized access; and (iv) may use the Service only in accordance within the Service’s help documentation and applicable law.
  3. DISCLAIMER.
    AMPLIFI.IO disclaims all warranties, including, without limitation, the implied warranties of merchantability, title and fitness for a particular purpose. While AMPLIFI.IO takes reasonable physical, technical and administrative measureS to secure the Service, AMPLIFI.IO does not guarantEE that the Service cannot be compromised. User understands that the Service may not be error free, and use may be interrupted.
  4. MUTUAL CONFIDENTIALITY.
    1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). AMPLIFI.IO’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design, software, workflow processes, designs, layout, practice, methods, organization and other technologies).
    2. Protection of Confidential Information.The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
    3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
  5. AMPLIFI.IO PROPERTY.
    1. Reservation of Rights. The software, workflow processes, user interface, designs and other technologies provided by AMPLIFI.IO as part of the Service are the proprietary property of AMPLIFI.IO and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with AMPLIFI.IO. User may not remove or modify any proprietary marking or restrictive legends in the Service. AMPLIFI.IO reserves all rights unless expressly granted in this agreement.
    2. Restrictions. User may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
    3. Aggregate Data. During and after the term of this agreement, AMPLIFI.IO may use non-personally identifiable data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
  6. TERM AND TERMINATION.
    1. Term. This agreement continues until either AMPLIFI.IO or the AMPLIFI.IO customer that provided User access to the Service terminates this agreement or User’s access to the Service.
    2. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
    3. Return AMPLIFI.IO Property Upon Termination. Upon termination of this agreement for any reason, User must pay AMPLIFI.IO for any unpaid amounts, and destroy or return all property of AMPLIFI.IO. Upon AMPLIFI.IO’s request, User will confirm in writing its compliance with this destruction or return requirement.
    4. Suspension for Violations of Law. AMPLIFI.IO may temporarily suspend the Service or remove the applicable User Content, or both, if it in good faith believes that, as part of using the Service, User has violated a law. AMPLIFI.IO will attempt to contact User in advance.
  7. LIABILITY LIMIT.
    1. Exclusion of indirect Damages. AMPLIFI.IO is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.
    2. Total limit on Liability. AMPLIFI.IO’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed $500.
  8. INDEMNITY.
    If a third-party makes a claim against AMPLIFI.IO that any part of the User Content infringes or violates that party’s patent, copyright or other right, User will defend AMPLIFI.IO against that claim at User’s expense and pay all costs, damages, and attorney’s fees, that a court finally awards or that are included in a settlement approved by User, provided that AMPLIFI.IO: promptly notifies User in writing of the claim; and allows User to control, and cooperates with User in, the defense and any related settlement.
  9. GOVERNING LAW AND FORUM.
    This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Orange County, California and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
  10. OTHER TERMS.
    1. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
    2. No Assignment. Neither party may assign or transfer this agreement to a third party, except that this agreement may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    3. Independent Contractors. The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure\’a0events.
    5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    6. No Additional Terms. AMPLIFI.IO rejects additional or conflicting terms of any User form-purchasing document.
    7. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
    8. Feedback. By submitting ideas, suggestions or feedback to AMPLIFI.IO regarding the Service, (i) User agrees that such items submitted do not contain confidential or proprietary information; and (ii) User hereby grants AMPLIFI.IO an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.