Ampify SaaS Agreement
By accessing and using the Service, you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you”, “your” or the “Customer”), have read and understood and agree to comply with the terms and conditions below (the “Terms”), and are entering into a binding legal agreement with Ampify Ltd. (the “Company“, “us”, “we” or “our”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with, and be bound by these Terms, or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1. SAAS SERVICES AND SUPPORT
1.1 Description of the Service. The HTML to AMP conversion Services (the “Services”) is made available to Customer on a software-as-a-service (SaaS) basis and includes: (i) the software that Customer access by implementing a code snippet in the target pages to be converted; (ii) the products, services, and features made available or provided to Customer by Company in connection with the Service, including a user interface management panel available through Customer’s Account on our website www.ampify.io (the “Site”); and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service, if any.
1.2 Subscription to the Service Subject to Customer’s compliance with the Agreement, these Terms, and the payment of applicable fees, Company grants Customer, and Customer accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Subscription Period (defined below) for Customer’s internal purposes only. Customer’s subscription to the Service is limited to the number of end users agreed between the Company and the Customer, as evidenced in the Order From (“End Users”). To the extent no such order form had been executed, or the Order Form does not provide for the number of End Users, the number of End Users shall be one (1). “Order Form” means Company’s then current physical and/or electronic order form setting out specific commercial and other terms and conditions of your engagement engages with the Company, as entered into by you from time to time.
1.3 Account. In order to use the Service, Customer must create an account (“Account”). Customer must not allow anyone other than a permitted End User to access and use the Account. Customer acknowledges and agrees (i) not to exceed the aggregate number of authorized End Users designated in the Order Form or by Section 1.2 herein; (ii) to provide accurate and complete Account and login information; (iii) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (iv) to remain solely responsible and liable for the activity that occurs in connection with the Account, (v) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; and (vi) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of the Account or the Service. Without derogating from Customer’s payment obligations, or from the provisions of Section 7 of these Terms and Conditions, Customer may cancel the Account at any time by [sending a cancellation request to Company at [email protected] in which case Company will use commercially reasonable efforts to respond within a reasonable time. In event of termination by the Company the Company shall cancel the account upon the lapse of the respective notice period set out in Section 7 of these Terms and Conditions.
1.4 Provision of the Service. Subject to Customer’s compliance with the Agreement, these Terms, and the payment of applicable fees, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A, or the service terms set out in the Order Form, if any.
1.5 Support. Subject to the terms hereof, Company will provide Customer, upon the receipt of Customer’s written notification of technical issues with the Service that require Company’s support, with reasonable technical support services in accordance Company’s standard practice.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, and shall not allow a permitted End User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to its affiliates, or use the Service in any service bureau arrangement or otherwise for the benefit of a third party; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (iv) modify, translate, patch, alter, change or create any derivative works based on the Services or any Software or any part thereof (except to the extent expressly permitted by Company or authorized within the Services); (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose (vi) take any action that imposes or may impose (at Company’s sole discretion) an unreasonable or disproportionately large load on the Company’s infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Company’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Company’s own without Company’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms.
2.2 Customer agree to remain liable to Company for any act or omission of an End User that would constitute a breach of these Terms if such acts or omissions were by the Customer.
2.3 Customer shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms, including, without limitation, with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
2.4 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing and any data or information derived from the Customer Data.
3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning non-personally-identifiable Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. For the avoidance of doubt, Customer shall have no rights in the Customer’s Data.
4. USER SUBMMISIONS
4.1 In order to convert a certain website or any component thereof by using the Service, Customer or other End User must first submit or make available to Company the contents of such website (“User Submissions”). Customer understand that it shall be solely responsible for User Submissions and the consequences of submitting them. Company has the right in its sole discretion and without further notice to Customer, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time if it believes, in its sole discretion, that such User Submissions violate or may violate any applicable laws or these Terms.
4.2 Customer represents and warrant that: it owns or has the necessary rights and permissions to use and authorize Company to use all Intellectual Property Rights in and to any User Submissions, for the purpose of providing the Services and that the User Submissions do not infringe or violate any patents, copyrights, trademarks or other Intellectual Property Rights, or misappropriate the trade secret, or violate the privacy rights of any third party. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.
4.3 Customer retains all its ownership rights in its User Submissions. However, by submitting the User Submissions to Company, Customer hereby grants the Company with a worldwide, non-exclusive, royalty-free, perpetual, and nontransferable license to use, reproduce, convert, distribute, prepare derivative works of, display, and host, such User Submission. Customer represents and warrant that it has the right to provide the license set forth above.
4.4 Customer shall not submit a User Submission that: (i) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Customer is the owner of such rights; (ii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iii) impersonates another person; (iv) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (v) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate; (vi) involves theft, money laundering or terrorism; or (vii) is otherwise malicious or fraudulent.
6. PAYMENT OF FEES
6.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”).
6.2 Customer’s use of the Services shall not exceed the Service Capacity set forth on the Order Form (or to the extent an Order Form was not executed, and particularly during the Trial Period (as defined below)- as determined by the Company). Therefore Customer hereby instruct the Company to limit it use of the Services upon the utilization of the Service Capacity in full, unless the Customer instructs the Company otherwise in writing, and in such event Customer agrees to pay the additional fees in the manner provided herein. For the avoidance of doubt, Company shall have the right to reject any requests for additional services for any reason whatsoever, at its sole and exclusive discretion.
6.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then‑current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
6.4 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company within thirty (30) days after the issuing date of such invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.
7. TERM AND TERMINATION
7.1 Term. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order Form. Thereafter, subject to Customer payment of any applicable Service Subscription Fees set out in the Order Form, the subscription period shall automatically renew for successive subscription periods as set out in the Order Form (each a “Renewal Term”, and together with the Initial Term, the “Subscription Period”) unless either party requests termination at least thirty (30) days prior to the end of the then-current term. If Customer continues to use the Service past any subscription period renewal date, it shall be deemed to have renewed these Terms for the corresponding Renewal Term.
7.2 Free Trial Period. Company may offer a free, no-obligations trial period of the Service (“Trial Period”) or any part of the Services, as determined by the Company, at its sole and exclusive discretion. The Trial Period, if any, shall commence on the date that you commence access or use of, as applicable, the Service (or any part thereof, as determined by the Company, at its sole discretion) and will conclude at the end of the trial period determined by the Company (at its sole discretion), or sooner if: (i) you upgrade your Account by beginning to pay the applicable fees for the Service, (ii) your use of the Service is terminated in accordance with these Terms, or (iii) the Company resolves to shorten the Trail Period. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Period and that the Company: (i) does not make any commitments in connection with the Service during the Trial Period; and (ii) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit the Trial Period offer at any time.
7.3 Customer may voluntarily terminate the Services, at its sole discretion, at any time upon thirty (30) days’ notice; provided however that in such case Company Shall be entitled to the Fees as if the Services were to be provided until the lapse of the Subscription Period.
7.4 In addition to any other remedies it may have, either party may also terminate this Agreement at any time upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
7.5 Effect of Termination. Upon any termination of these Terms, or the Trail Period or Subscription Period, as applicable, Customer and each End User will lose all access to the Service and to any Customer Data that Customer or such End User may have stored. It is Customer’s responsibility to download Customer Data prior to canceling the Account or any termination of these Terms. Notwithstanding the foregoing, excluding in respect of Trail Period termination, for a period of 120 days from the effective date of termination of these Terms Company will provide Customer, upon Customer’s written request, with a reasonable opportunity to download Customer Data at a time nominated by the Company. Company reserves the right to permanently delete from its (or its third-party service provider’s) servers any Customer Data that may be contained in the Account at any time following said 120day period. Company do not accept any liability for any termination of the Service or Customer Data that is deleted in connection thereto. Customer acknowledges that any web pages included in the Customer Data shall be made available to the Customer exactly as stored (static mode).
7.6 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1 Section headings are provided for convenience only and have no substantive effect on construction.
10.2 Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
10.3 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
10.4 This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
10.5 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
10.6 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
10.7 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.8 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10.9 These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. All proceedings shall be conducted in English. Notwithstanding the foregoing, Company reserves the right to seek injunctive relief in any court of competent jurisdiction.
Company reserves the right, at its sole discretion, to change these Terms at any time. Such change will be effective ten (10) days following the Company sending a notice thereof to Customer or posting the revised Terms on the Site, and Customer continued use of the Service thereafter shall be deemed acceptance of those changes.