AMPLIFY WORLDWIDE, INC. TERMS AND CONDITIONS
Last Updated: November 3, 2017
These mobile application and website (“Amplify Services”) Terms and Conditions (the "Terms") apply to your use of the Amplify Services provided by Amplify Worldwide, Inc. and its subsidiaries and affiliated companies ("Amplify"). Please read the Terms carefully.
BY USING THE APP OR CLICKING THE "ACCEPT APP TERMS", YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ THE TERMS; (II) YOU UNDERSTAND ALL OF THE TERMS; AND (III) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MAY NOT USE THE APP.
License. Subject to the terms, conditions and limitations set forth in the Terms, Amplify grants you a nonexclusive, non-transferable and revocable license to use the Amplify Services on any mobile device or computer that you own or control. The terms of the license will also govern any upgrades provided by Amplify that replace and/or supplement the original Amplify Services, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
Restrictions. You agree not to do, or authorize or permit any third-party to do, any of the following: (i) distribute or make Amplify Services available over a network where it could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense the Amplify Services; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Amplify Services, any updates or any part thereof (except as and only to the extent any of these restrictions are prohibited by applicable law); or (iv) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Amplify Services. If you violate any of the restrictions set forth in the Terms, your use of the Amplify Services will immediately cease and you will have infringed the copyright and other rights of Amplify, which may subject you to prosecution and damages. Amplify reserves all rights not expressly granted to you in the Terms.
Registration Data & Other Information Provided by You. You agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms on the Amplify Services ("Registration Data"); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to Amplify, in order to keep it accurate, current and complete; and (iv) accept all risk of unauthorized access to the Registration Data and any other information you provide to Amplify. You represent and warrant that all Registration Data is accurate, current and complete.
The Amplify Services are intended solely for users who are 13 years of age or older. Any registration or use of the Amplify Services by anyone under the age of 13 is unauthorized, unlicensed and in violation of the Terms. By using the Amplify Services, you represent and warrant that you are 13 years of age or older.
Third-Party Sites and Services; Third-Party Materials. The Amplify Services may provide links to third-party websites, Apps, mobile services or other third-party services ("Third-Party Services") and may also display, link to or otherwise make available third-party content, data, information, events, Apps or materials ("Third-Party Materials"). Amplify does not endorse or control, and makes no representations or warranties of any kind regarding, any Third-Party Services or Third-Party Materials including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. If you access or use any third-party website, you should be aware that Amplify's terms and policies, including the Terms, no longer govern. You should review the applicable terms and policies including, but not limited to, privacy and data gathering practices, of any third-party website to which you navigate from the Amplify Services.
Third-Party Interactions. Your use of the Amplify Services and your contact, interaction, or dealings with any third-parties arising out of your use of the Amplify Services is solely at your own risk. You acknowledge and agree that Amplify is not responsible or liable in any manner for any loss, damage or harm of any sort incurred as a result of your use of the Amplify Services.
User Content and Conduct. You are solely responsible for all content you upload to or use with the Amplify Services, as well as your conduct and the conduct of anyone using your account. The content you upload to or use with the Amplify Services must comply with the user content and conduct rules below. Enforcement of the user content and conduct rules set forth in the Terms is solely at Amplify's discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that the Amplify Services will not contain any content that is prohibited by such rules.
You agree not to upload to, transmit, distribute, store, create or otherwise publish through the Amplify Services any of the following:
You further agree that you are solely responsible for your conduct with respect to the Amplify Services, and you agree that you will not do any of the following in connection with the Amplify Services:
Amplify takes no responsibility and assumes no liability for any user conduct or for any user content posted, stored or uploaded on (or otherwise made available via) the Amplify Services, nor is Amplify liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter while using the Amplify Services. Your use of the Amplify Services is at your own risk.
Although Amplify does not control and has no obligation to screen, edit or monitor any of the user content posted, stored or uploaded on (or otherwise made available via) the Amplify Services, Amplify reserves the right, and has absolute discretion, to remove, screen or edit any user content posted, stored or uploaded on the Amplify Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any user content you post, store or upload on (or otherwise make available via) the Amplify Services at your sole cost and expense. Any use of the Amplify Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Amplify Services. You understand and agree that the use of your or another user's name, likeness, voice or identity in connection with various features on the Amplify Services does not imply any endorsement of such feature or of the Amplify Services unless explicitly stated otherwise.
Except for any feedback you provide with respect to the Amplify Services or any of Amplify's products and services or as specifically provided otherwise in the Terms or in a separate agreement between you and Amplify, you retain ownership of the user content you post, store or upload on (or otherwise make available via) the Amplify Services. However, if you post, store or upload user content on (or otherwise make available via) the Amplify Services, you grant Amplify a non-exclusive, royalty-free, fully paid, irrevocable and sub-licensable right to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such user content throughout the world in connection with the Amplify Services. You represent and warrant that: (i) you own and control all of the rights to the user content that you post, store or upload on (or otherwise make available via) the Amplify Services or you otherwise have the right to make available such user content via the Amplify Services and grant the rights granted in the Terms; (ii) the user content that you post, store or upload on (or otherwise make available via) the Amplify Services is accurate and not misleading; and (iii) Amplify's use and making available the user content you supply does not violate the Terms and will not violate any rights of or cause injury to any person or entity.
Ownership. The Amplify Services contain the valuable proprietary content of Amplify and its licensors and is protected by copyright and other intellectual property laws and treaties. You agree not to use the Amplify Services except in its intended manner in accordance with the terms and conditions of the Terms.
Termination or Modification of Amplify Services. Amplify reserves the right to change, suspend, remove, discontinue or disable access to the Amplify Services at any time and without notice. In no event will Amplify be liable for the removal of or disabling of access to any portion or feature of the Amplify Services.
Termination of Terms. If you breach any of the terms or conditions of the Terms or Amplify discontinues the Amplify Services, the Terms will automatically terminate. In the event of the termination of the Terms for any reason: (i) the license granted to you in the Terms will immediately terminate; and (ii) you must immediately cease all use of the Amplify Services and destroy or erase all copies of the Amplify Services in your possession or control. All of the sections of the Terms will survive any termination except the License section and the Consent to Use of Data and Mobile Communications section. Any use of the Amplify Services after termination is unlicensed and is in violation of the copyright and other rights of Amplify.
Disclaimers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE AMPLIFY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AMPLIFY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AMPLIFY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TERMS, THE AMPLIFY SERVICES, USER CONTENT, THIRD-PARTY SERVICES AND THIRD-PARTY MATERIALS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT AMPLIFY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. AMPLIFY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMPLIFY SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE AMPLIFY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE AMPLIFY SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY AMPLIFY OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
Indemnification. You agree, at your sole expense, to defend, indemnify and hold us, our service providers and consultants, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your conduct; (ii) your violation of the Terms or the rights of any third-party; or (iii) any user content.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AMPLIFY BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE AMPLIFY SERVICES, USER CONTENT AND THIRD-PARTY SERVICES THIRD-PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF AMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL AMPLIFY'S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE AMPLIFY SERVICES EXCEED THE FEE FOR THE AMPLIFY SERVICES (AS OPPOSED TO ANY OTHER FEES/COSTS INCLUDING, BUT NOT LIMITED TO, ANY FEES ASSOCIATED WITH YOUR DEVICE OR THE COST TO PURCHASE AND OPERATE YOUR DEVICE).
Export Limitations. You may not use or otherwise export or re-export the Amplify Services except as authorized by United States law and the laws of the jurisdiction in which the Amplify Services was obtained. In particular, but without limitation, the Amplify Services may not be exported or re-exported: (i) into any U.S. embargoed countries; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Amplify Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Amplify Services for any purposes prohibited by United States law including, but not limited to, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
US Government Rights. The Amplify Services and related documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end-users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.
Modifications. Amplify reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Amplify Services, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions via the Amplify Services, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Amplify Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Amplify Services. If you do not agree to the amended Terms, you must stop using the Amplify Services.
Governing Law; Venue. The laws of the State of California, excluding its conflicts of law rules, govern your use of the Amplify Services. Your use of the Amplify Services may also be subject to other local, state, national, or international laws. You agree that any action at law or in equity arising out of or relating to the Amplify Services or the terms will be filed only in the state and federal courts located in Orange County, California, and you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the Amplify Services (including, but not limited to, your use of the Amplify Services).
Notwithstanding any terms to the contrary in the Terms, the following additional terms will apply to the download of the App for use on the iPhone, iPod Touch, and iPad.
Acknowledgement. You and Amplify acknowledge that the terms are solely between you and Amplify, and not with Apple, Inc. ("Apple"), and Amplify, not Apple, is solely responsible for the App and the content contained within the App. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App. In the event of any conflict between the terms and conditions of the Usage Rules for the Apple App Store Terms of Service and the terms and conditions of the Terms, the terms and conditions of the Usage Rules for the Apple App Store Terms of Service will govern if they are more restrictive.
Scope of License. The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
Maintenance and Support. Amplify is solely responsible for providing maintenance and support services with respect to the App. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
Warranty. You acknowledge and agree that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You also acknowledge and agree that to the extent that there are any applicable warranties, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty, such will be the sole responsibility of Amplify. However, you understand and agree that in accordance with the Terms, Amplify has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App, except those implied by law.
Product Claims. You and Amplify acknowledge and agree that as between Apple and Amplify, Amplify, not Apple, is responsible for addressing any of your claims or any third-party claims relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
Intellectual Property Rights. You and Amplify acknowledge and agree that, in the event of any third-party claim that the App or your possession and use of the App infringes that third-party's intellectual property rights, Amplify, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under the Terms.
Legal Compliance. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer Name and Address. Any end-user questions, complaints or claims with respect to the App should be directed to:
Amplify Worldwide, Inc.
Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce any of the terms and conditions of the Terms against you as a third-party beneficiary thereof.