TERMS OF SERVICE
Last Date of Revision: 9th December 2022
Welcome to Amplifyd!
Amplifyd Inc. (“Amplifyd,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.amplifyd.com and related URLs (the “Site”) or other websites maintained by us, and mobile applications and related technologies (the “Mobile App”), including any updated or new features, functionality and technology (collectively with the Site and Mobile App, the “Service”), subject to the following terms of service (as amended from time to time, the “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile App or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do so, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. By accessing, browsing, or otherwise using the Site, Mobile App or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST AMPLIFYD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Content Creators and Fans
“You” or “you” refers to you, as a user of the Service. Users include artists and creators that create a Content Creator Page (as defined below) on which they post content and/or make products and/or services available via the Service (“Content Creators”), consumers and purchasers of Products (as defined below) and/or Content Creator Content (as defined below) made available by Content Creators (such consumers and purchasers, the “Fans”), and other visitors to the Site and/or Mobile App. If you are a Content Creator, your access and use of the Service is subject to the Additional Content Creator Terms . All terms of the Content Creator Additional Terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the Service
Service Description: The Service provides a platform for Content Creators to post content and for Fans to view and engage with a Content Creator’s content (as defined below), including music, images, text, and audiovisual works (collectively, the “Content Creator Content”). Content Creators can also offer various products, services and offerings for Fans to purchase or otherwise obtain (“Products”), including merchandise, music downloads, tickets to live events, Subscriptions to Digital Content (as defined below), and access to certain fan experiences. Content Creators can also use the Service as a funding and donations platform and Fans can contribute to Content Creators’ projects or campaigns (each, a “Project,” and such activities, “Funding”). Each Content Creator will have a page on the Service dedicated to its Content Creator Content, Products and Projects as provided by the Content Creator (each, a “Content Creator Page”). In addition, Content Creators may use their Content Creator Page to promote, advertise or administer sweepstakes, contests or similar promotions (each, a “Promotion”). All terms and policies regarding any Promotion, including the rules and offer terms of a Promotion, are established by the Content Creators and included in the Content Creator Policies. Amplifyd does not sponsor or endorse any Promotions and disclaims all liability in connection therewith. More details about engaging with Content Creator Content, purchasing Products and Funding Projects are provided below.
User Account, Password and Security: You may control your account and how you interact with the Service by changing the settings on your Account Settings page. When creating your account or uploading content to the Service through your account, you represent and warrant that you will provide accurate and complete information. You are expected to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account, even if due to misuse or any unauthorized access. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and you agree not to provide any other person with access to the Service using your username, password, or other security information. You also agree to ensure that you logout from your account at the end of each session. You agree to immediately notify Amplifyd of any unauthorized use of your password or account or any other breach of security. Amplifyd will not be liable for any loss or damage arising from your failure to comply with this Section.
Other Users: You are solely responsible for your interactions with other users, including Fans and Content Creators, of the Service. We shall have no liability for your interactions with other users of the Service, or for any user’s action or inaction. Amplifyd shall have no obligation to you to enforce these Terms of Service or any other agreement against any other user of the Service. Amplifyd reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
Information of Other Users: You represent, warrant and promise that: (a) you will use the personal information of other users (including any information of Fans received by a Content Creator) of the Service that you can view or access via the Service in accordance with applicable laws, rules, statues, orders or regulations (“Laws”); (b) you shall not further disclose any such personal information to a third party (except for disclosure by Content Creators as necessary to fulfill their obligations to a Fan for an Order); (c) you will implement appropriate physical, technical, and administrative measures to protect such personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction, and you will notify Amplifyd immediately in the event of any suspected or actual unauthorized access or disclosure of such personal information; (d) you will not use such personal information to send unsolicited mail, emails, phone calls, SMS, or faxes regarding promotions and/or advertising of your or a third party’s products or Service; and (e) you will respect the privacy choices of other users.
Modifications to Service: Amplifyd reserves the right to suspend, limit, condition, disable, modify or discontinue, temporarily or permanently, the Service (or any part thereof, including Content Creator Content, Products or Projects) with or without notice at our sole discretion. You agree that Amplifyd will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Amplifyd may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Amplifyd’s servers on your behalf. You agree that Amplifyd has no responsibility or liability for the deletion or failure to store any data or other content maintained by or uploaded to the Service. You acknowledge that Amplifyd reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Amplifyd reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Purchases and Funding
Pricing: The Products and their prices are listed on the Content Creator Page of the Content Creator offering such Product. Certain Products may be made available for purchase by Content Creators via auctions, whereby Fans may bid to purchase the applicable Products during a set period of time and under terms and conditions established by the Content Creator (each, an “Auction”). The opening bid and required incremental bid advancements, and other conditions of sale (if any), will be established by the applicable Content Creator and set forth on the Content Creator Page facilitating the applicable Auction. If you are notified that you placed the winning bid to purchase a Product in an Auction (a “Winning Bid”), the purchase price for the applicable Product will be the amount set forth in your Winning Bid and you will also owe a buyer’s premium of 10% of the Winning Bid (the “Buyer’s Premium”). You will have seven (7) days from your receipt of such notice to complete payment of the Total Purchase Price (as defined below). Failure to remit payment within this seven (7) day period may result in suspension of your access to the Service and/or any portion thereof (including the Auction feature).
At any time, Content Creators may change the prices for Products, and/or cease offering Products. There may also be delays in updating information on the Service regarding Products. Products may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. Unless otherwise specified, prices quoted for Products do not include: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable (collectively with any listed purchase price, or in the case of an Auction, with the Winning Bid and Buyer’s Premium, the “Total Purchase Price”). You agree to pay for taxes, shipping or carriage of the Products as such costs are specified on the Content Creator Policies (as defined below) when you submit your Order. Local taxes may be payable on the Buyer’s Premium. With respect to Auctions and notwithstanding anything herein to the contrary, you are deemed to have submitted an Order, as defined below, when you are notified that you have placed the Winning Bid.
Orders: If you wish to purchase a Product via the Service, you agree to provide your payment information at the time you place an order for that Product on the Service (an “Order”). In the case of Winning Bids, your payment information for the applicable Order must be provided within seven (7) days of your receipt of notification that you have placed the Winning Bid, as set forth above. In the case of Subscriptions (as defined below), payment will be due as set forth in the Content Creator Policy that governs the applicable Subscription. All Orders are subject to confirmation by the applicable Content Creator; Orders are not confirmed until you receive written confirmation via email or in your account on the Service. An Order may be canceled after confirmation by a Content Creator. All Orders must be for your personal use only, or the use of other Fans to which you may “gift” a Product. You hereby agree not to resell or distribute any Products for commercial purposes. Additionally, all Orders are subject to our acceptance or rejection based on compliance with these Terms of Service or any other reason as determined in our sole discretion. For instance, if we have reason to believe that your Order is not for personal use, we reserve the right to reject or cancel any Order that you place. We also reserve the right to refuse or cancel your Order if fraud or an unauthorized or illegal transaction is suspected.
Content Creator Policies: All Orders are subject to the terms and conditions of the applicable Content Creator listed on the applicable Content Creator Page, if any (collectively, for each applicable Content Creator, the “Content Creator Policies”). Content Creator Policies may include policies regarding shipping, refunds, rejections, exchanges and cancellations of Orders, and Product warranties. We cannot guarantee that Content Creators will comply with their Content Creator Policies.
Events: If any Product is a ticket to or access to an event or performance, or any Content Creator or Fan encounter or experience, whether in-person or virtual (each, an “Event”), you acknowledge such Events are hosted solely by Content Creators and their third-party partners, suppliers or vendors. Fans and Content Creators take part in Events at their own risk and at their account, and should take care to comply with all Laws in hosting or attending any Event and exercise caution in connection therewith. Certain Events may involve inherent risk (such as illness, property damage, bodily injury, disability, or death). If you participate in such an Event, you voluntarily assume such risks, and Amplifyd is not responsible for any personal damage, illness, disability, death or injury that may occur at or in connection with such Event. All terms and policies regarding any Event (including age limitations and policies that apply if an Event needs to be rescheduled) are the responsibility of the applicable Content Creator and included in the Content Creator Policies.
Projects: You can support a Content Creator’s Project by visiting their Content Creator Page and Funding their Project by making a monetary donation. All Funding is subject to the applicable Content Creator Policies. By Funding a Project, you may not be entitled to any reward, asset or consideration. A Content Creator may not meet their Project goal; refund of any Funding in such an event is subject to the Content Creator Policies. At any time, we have the right to restrict Fans from participating in Funding, to cancel any Funding, and to suspend or remove any Project. Funding a Project is considered placement of an Order, and any benefits you may receive in connection therewith, as set forth in the applicable Content Creator Policies, are considered Products.
Product Support: Support for Products will be provided by the applicable Content Creators, and Amplifyd will provide reasonable assistance in coordinating such support.
Returns, Refunds: All requests for returns, adjustments, exchanges, cancellations and refunds of Orders should be directed to the applicable Content Creator via the communication functionality enabled on the Service. All returns, adjustments, exchanges, cancellations and refunds are subject to the terms of the applicable Content Creator Policies.
Content Creator Content
You can view, listen to and engage with Content Creator Content on a Content Creator Page as permitted thereunder and as subject to the applicable Content Creator Policies. Notwithstanding, we have the right to remove any Content Creator Content (including Products and Projects) in our sole discretion, as well the right to remove, suspend or terminate any Promotion if it does not comply with Laws or if there are other bona fide reasons to do so. Content Creators may make available Content Creator Content that can be downloaded or streamed via the Service by a Fan (“Digital Content”). Certain Digital Content may be downloadable or streamable for a fee, and certain of such Digital Content may be made available on a paid subscription basis (“Subscriptions”). The details of each Subscription shall be set by the applicable Content Creator and made available to you via the applicable Content Creator Policies. The Digital Content that is the subject of any Subscription shall be available to you so long as you maintain an account with the Service and remain current on your Subscription payment terms. Notwithstanding the foregoing, Amplifyd shall enable such download and streaming via the Service. With respect to downloaded or streamed Digital Content, User is granted a limited, non-exclusive, non-transferable right to access such Digital Content and use it solely for personal, non-commercial purposes (and such right is perpetual with respect to downloaded Digital Content); User is not authorized to, and will not, sell, distribute, commercialize, publicly perform, or otherwise use such Digital Content.
You are responsible for maintaining any hardware, software, servers, networks, or other equipment, technology or services needed to connect to, access, download, stream or otherwise use the Digital Content and Amplifyd is not responsible or liable for any issues or delays in connection with such failure.
Disclaimer Regarding Content Creators
Content Creator Policies: The Content Creator Policies are subject to change; before placing any Orders (including engaging in any Funding), Customer must review the applicable Content Creator Policies as they may be updated from time to time, and the Content Creator Policies posted and in effect at the time of submission of an Order will govern the purchase of the Order. As between Amplifyd and you as a Fan, in the event of a conflict between the Content Creator Policies and these Terms of Service, these Terms of Service will govern.
Disclaimers. You acknowledge that Amplifyd only provides the Service as a marketplace solution for Fans to purchase Products that are provided by Content Creators, to participate in Funding controlled by Content Creators, or to engage with Content Creator Content. Amplifyd is not party to any Order; by placing an Order (including Funding a Project), a Fan creates an agreement between themselves and the Content Creator.
With the exception of Orders for Digital Content, Amplifyd does not fulfill Orders and only assists in the processing or placing thereof, and does not guarantee or endorse any Projects or Events. All Products (including Events) are provided solely by Content Creators or their suppliers, vendors or licensors. Information posted by a Content Creator may contain errors or inaccuracies and may not be complete or current. Amplifyd does not ship or inspect any Products, and Amplifyd does not guarantee that a Content Creator will actually fulfill an Order or complete any Project. Amplifyd makes no representations or warranties about the suitability, validity, reliability, timeliness or accuracy of any information provided by Content Creators and does not independently verify this information, and Amplifyd makes no representations or warranties as to the quality, safety or legality of Products, Content Creator Content or Projects, or that a Product will meet your requirements, needs or expectations. Amplifyd has no control over, and does not endorse any Products, Events, Content Creator Content or Projects.
Amplifyd will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any User Content (as defined below), including User Content featured on a Content Creator’s page on the Service, any Events promoted or advertised by a Content Creator on the Service, any Products made available on the Service, or any Funding or Projects. Amplifyd is not responsible to you for any disputes with or liability that may arise with a Content Creator.
Orders: You agree to have sufficient funds or credit available upon placement of any Order (including upon Funding any Project or placing any Winning Bid) to ensure that the Total Purchase Price or Funding amount will be collectible by Amplifyd through an eligible payment method. We may retain a certain percentage of Funding and other fees paid for Orders; this commission is agreed to by Content Creators and a way to keep the Service available to Fans.
Payment Method: Collection of your credit card or other payment information and the processing of payment of fees for Orders (“fees”) will be performed by third party payment processor (the “Payment Processors”). Amplifyd currently uses Stripe and Apple Pay as its Payment Processors, but reserves the right to change any or all Payment Processors. You will tender payment to the applicable Payment Processor, and fees will be processed by the applicable Payment Processor. You are bound by the applicable Payment Processor’s terms and conditions for the processing of payments, as the same may be modified by such Payment Processor from time to time (collectively, the “Payment Processor Terms”). Information provided to any Payment Processor is governed by the applicable Payment Processor Terms. We are not responsible for the performance of any Payment Processor. You represent and warrant to Amplifyd that such information is true and that you are authorized to use the payment instrument. You will promptly update your payment information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Amplifyd the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. You shall be responsible for all taxes associated with your use of the Service other than U.S. taxes based on Amplifyd’s net income. If all eligible payment methods we have on file for you are declined or your payment otherwise fails, we may immediately cancel or revoke your access to the Service or terminate your account. If you contact your bank or credit card company to decline or reverse the charge of fees, we may revoke your access to the Service in general or terminate your account. If you dispute any charges you must inform Amplifyd by emailing us at email@example.com within thirty (30) days after the date that Amplifyd charges you.
Conditions of Use
User Conduct: You will not express or imply that any statements you make are endorsed by Amplifyd. You are solely responsible for all statements, information, code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, share, publish, email, send, or display (hereinafter, “upload”) via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Amplifyd. Amplifyd reserves the right to investigate and take appropriate legal action against anyone who, in Amplifyd’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any Law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person, including other users of the Service; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (vii) is false, inaccurate, or misleading, or otherwise deceptive; (viii) is illegal or offensive, or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party; or (ix) in the sole judgment of Amplifyd, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Amplifyd or its users to any harm or liability of any type;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey or violate any requirements, procedures, policies or regulations of networks connected to the Service, or crack any passwords or security encryption codes;
violate any Law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
harvest or collect email addresses or other contact information or personally identifiable information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
take any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
copy or store any significant portion of the Service Content (defined below) (except for Content Creator Content as permitted on the applicable Content Creator Page or pursuant to the applicable Content Creator Policies);
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content) available on or through the Service, including through the use of virtual private networks, or by bypassing measures preventing or restricting access to the Service or Service Content; or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service, including by bypassing the measures we may use to prevent or restrict access to the Service or Service Content, including without limitation features that prevent or restrict use or copying of any Service Content or enforce limitations on use of the Service or the Service Content; or
engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Amplifyd from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Special Notice for International Use; Export Controls: Software (defined below) which may be available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local Laws regarding your use of the Service, including as it concerns online conduct and acceptable content. The Service may not be used or otherwise provided or made available, either directly or indirectly, (a) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Service with anyone whose status is described in items (a) or (b) above.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is solely for your personal, non-commercial use (unless you are a Content Creator, in which case your use of the Service is subject to the Additional Content Creator Terms
Mobile Services and Software
Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to share content to the Service via a mobile device, (b) the ability to browse the Service and the Site from a mobile device and (c) the ability to access certain features and content through the Mobile App (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Mobile App License: Subject to these Terms of Service, Amplifyd hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App for another device on which you also agreed to these Terms of Service. Each instance of the Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-Enabled product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Amplifyd and you acknowledge that these Terms of Service are concluded between Amplifyd and you only, and not with Apple Inc. (“Apple”), and that as between Amplifyd and Apple, Amplifyd, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Service Terms and Conditions.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Service Terms and Conditions.
Apple has no obligation whatsoever to provide any maintenance or support Service with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether expressed or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Amplifyd’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Amplifyd and you acknowledge that Amplifyd, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Amplifyd and Apple, Amplifyd, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Amplifyd as by email at firstname.lastname@example.org, or in writing to:
Amplifyd Inc. ATTN: Product Support 170 Boulevard SE Suite E215 Atlanta, GA 30312
Amplifyd and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Amplifyd only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Amplifyd, and not Google, is solely responsible for Amplifyd’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Amplifyd’s Google-Sourced Software.
Software: The technology and software underlying the Service, including any proprietary technology or algorithms embodied in Amplifyd’s software or distributed in connection therewith (the “Software”) are the property of Amplifyd and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Amplifyd.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be made available by written request to email@example.com. If required by any license for particular open source software, Amplifyd makes such open source software, and Amplifyd’s modifications to that open source software (if any), available by written request to firstname.lastname@example.org. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features, including articles and other works (“Service Content”), that are protected by copyright, patent, trademark, trade secret or other proprietary rights and Laws. We do not guarantee that any Service Content you access on or through the Site is or will continue to be accurate. The Service Content is protected by United States and foreign intellectual property Laws. Unauthorized use of the Service Content may result in violation of copyright, trademark, and other Laws. You have no rights in or to the Service Content, and you will not use, copy or display the Service Content, including but not limited to use of framing or mirrors, except as permitted under these Terms of Service. No other use is permitted without our prior written consent, and any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. You must retain all copyright and other proprietary notices contained in the original Service Content on any copy you make of the Service Content. You may not sell, transfer, assign, license, sublicense, or modify the Service Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Service Content in any way for any public or commercial purpose (except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service) or to any Products, subject to the applicable Content Creator Policies. In particular, audio or video content on the Service not explicitly indicated as downloadable on the Content Creator Page or in the Content Creator Policies may not be downloaded or copied from the Service. The use or posting of any Service Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
Amplifyd name and logos are trademarks and service marks of Amplifyd (collectively the “Amplifyd Trademarks”). Other company, product, and service names and logos which may be used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Amplifyd. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Amplifyd Trademarks without our prior written permission in each instance. All goodwill generated from the use of Amplifyd Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Amplifyd be liable in any way for any content or materials of any third parties or other users (including any Content Creator Content), including, but not limited to, for any errors or omissions in any content, for the quality or legality thereof, or for any loss or damage of any kind incurred as a result of the use of any such content. Amplifyd does not review or endorse any content or materials of any third parties. You acknowledge that Amplifyd does not pre-screen content, but that Amplifyd will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, legality, quality, or usefulness of such content.
User Content Transmitted Through the Service: With respect to the content, data, information or other materials you upload through the Service or share with other users (including, for Content Creators, any Content Creator Content, and together with any content uploaded as a Fan, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading (or permitting Amplifyd to upload) any User Content or otherwise providing any User Content to Amplifyd you hereby grant Amplifyd and its affiliated companies a non-exclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content, and any statistical and usage data relating to your use of the Service derived by Amplifyd or its third-party service providers, in connection with (a) the improvement and operation of the Service (including offering and permitting streaming and downloading of certain Content Creator Content), (b) the development and provision of new products and services, or (c) the marketing or promotion of any of the foregoing, in each case in any form, medium or technology now known or later developed. You represent and warrant that any authorized use of your User Content by Amplifyd and the use by any Fan or other visitor to the Site does and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights. You shall be solely responsible for your User Content and the consequences of posting, providing or publishing it. All User Content may be viewable by third parties (including Fans or other users of the Service), so do not include any sensitive, personal or confidential information therein. We may, but are not required to, monitor or control the User Content posted via the Service and we cannot take responsibility for such User Content. You acknowledge and agree that we may, with no liability or penalty, remove or refuse to post any User Content, communication or information uploaded or communicated, which in the sole judgment of Amplifyd, violates or may violate these Terms of Service, or may adversely affect Amplifyd or create liability for us.
Disclaimer Regarding User Content: You understand that by using the Service, you may be exposed to User Content (which includes Content Creator Content) that might be offensive, inappropriate, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Amplifyd be liable or responsible in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
We also have the right to take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site or the Service. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS AMPLIFYD AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ALL SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Amplifyd are non-confidential and Amplifyd will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Amplifyd may preserve content and may also disclose content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Amplifyd, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Amplifyd respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Amplifyd of your infringement claim in accordance with the procedure set forth below.
Amplifyd will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Amplifyd’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
Amplifyd Inc. ATTN: DMCA Complaints 170 Boulevard SE Suite E215 Atlanta, GA 30312
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the Law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the Law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Amplifyd will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable Law, Amplifyd has adopted a policy of terminating, in appropriate circumstances and at Amplifyd’s sole discretion, users who are deemed to be repeat infringers. Amplifyd may also at its sole discretion limit access to the Service for any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Amplifyd has no control over such sites and resources and Amplifyd is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Amplifyd will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties while using the Service are between you and the third party, and you agree that Amplifyd is not liable for any loss or claim that you may have against any such third party.
Social Media Sites
In addition, Amplifyd is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Media Sites. As such, Amplifyd is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Sites. Amplifyd enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Indemnity and Release
You agree to release, indemnify and hold Amplifyd and its affiliates and its and their officers, employees, directors, service providers, licensors, and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AMPLIFYD, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “AMPLIFYD PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO AMPLIFYD PARTY SHALL BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE, THE CONTENT AND THE PRODUCTS AT YOUR OWN RISK.
AMPLIFYD MAKES NO WARRANTY THAT (I) THE SERVICE, OR ANY PRODUCT OR CONTENT CREATOR CONTENT WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY CONTENT, USER CONTENT, OR PRODUCTS PROVIDED THROUGH THE SERVICE IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT, OR (IV) THE QUALITY OF ANY PRODUCTS, CONTENT CREATOR CONTENT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO AMPLIFYD PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AMPLIFYD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR ANY CONTENT OR COMMUNICATION OF A THIRD PARTY OR OTHER USER OF THIS SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE, ANY FUNDING, ANY PROJECT, ANY PRODUCTS OR ANY CONTENT CREATOR CONTENT. IN NO EVENT WILL THE AMPLIFYD PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU AS A FAN HAVE PAID AMPLIFYD IN THE LAST SIX (6) MONTHS (IF AT ALL), OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Amplifyd, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the Law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Amplifyd are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND AMPLIFYD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND AMPLIFYD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Pre-Arbitration Dispute Resolution
Amplifyd is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting Amplifyd through the Service’s support message interface or by emailing Amplifyd at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Amplifyd should be sent to the below address (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Amplifyd and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Amplifyd may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Amplifyd or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Amplifyd is entitled.
Amplifyd Inc. ATTN: Legal Notices 170 Boulevard SE Suite E215 Atlanta, GA 30312
- Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable Law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Amplifyd and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Amplifyd agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Amplifyd will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Amplifyd will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Amplifyd will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
- Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Amplifyd agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Amplifyd written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Amplifyd, in its sole discretion, may suspend, limit, condition or terminate your account on the Service or any feature or function thereof and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Amplifyd believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Amplifyd may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that, except as may be explicitly set forth herein, any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Amplifyd may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Amplifyd will not be liable to you or any third party for any termination of your access to the Service (except as may be explicitly set forth herein).
These Terms of Service constitute the entire agreement between you and Amplifyd and govern your use of the Service, superseding any prior agreements between you and Amplifyd with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Amplifyd agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Amplifyd to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Amplifyd, but Amplifyd may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us in writing at: Amplifyd Inc., ATTN: Legal Notices, 170 Boulevard SE, Suite E215, Atlanta, GA 30312, or by telephone at (720) 459-5959
Questions? Concerns? Suggestions?
Please contact us through the Service’s support message interface or by emailing Amplifyd at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.