By using Amplefi’s Web or Mobile Application Suite (“Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”). Amplefi, LLC (“Company”) reserves the right to update and change these Terms of Service without notice. A current copy of the Terms of Service is available on the support page of Amplefi’s web site (http://amplefi.com/support).

The Service is provided to you, our customers, as a platform which is then tailored to solve your unique business problems. The definition of those problems is specified in a proposal document which outlines the scope, cost and timeline for tailoring the Service.

Account Terms

  1. Users
    1. Client shall send to Company a list of Client employees or agents who will have access to the Services ("Users"). Users are responsible for maintaining the security of their account and password. The Company cannot and will not be liable for any loss or damage from Users' failure to comply with this security obligation.
    2. User login may only be used by one person - a single login shared by multiple people is not permitted. Amplefi does not charge per user and Client may request as many logins as they require.
  2. License Grant
    1. During the subscription term set forth in the Client proposal ("Subscription Term") and subject to the terms and conditions in this Agreement, Company hereby grants to the Users, as designated by the Client, a personal, non-transferable, non-exclusive right to access and use the Services or specific portions thereof only for the internal business purposes of the Client.
  3. Upgrades; Bugs
    1. Upgrades. The Company may from time to time upgrade, improve or modify the Services and/or add new features that augment or enhance the current service, including the release of new tools and resources ("Upgrades"). If so, they shall be subject to the Terms of Agreement. Company will provide any relevant Upgrades to Client, and will schedule the release of any Upgrade in advance of its release by notifying Client about each scheduled Upgrade ("Upgrade Notification"). If such Upgrade requires downtime to implement, the relevant Upgrade Notification will include notification about scheduled downtime. To the extent that any new features or releases of new tools and resources require additional costs and are not part of the subscription fees paid by Client, Company will notify Client as soon as such new tools and resources are commercially available and will provide Client the opportunity to license such tools and resources. If Client consents to any additional licenses, the parties will document their understanding, which shall include the price of additional license fees, through written consent.
    2. Bugs. If Company discovers a bug in the Service through any means (each a "Bug"), Company or its designee shall investigate the Bug on receipt of such notice. Company shall cause the Bug to be corrected within a commercially reasonable time ("Fix"). After a Fix is applied and/or released to Client, such Fix shall become part of the Service. The terms and conditions of this Agreement shall apply to any Fixes.
  4. Payment and Refunds
    1. Payment terms are included in the individual proposal document provided to Client.
    2. Fees typically include separate charges for i) an Analysis & Design session where requirements are generated ii) a flat fee for development and delivery iii) a monthly subscription fee and iv) an annual maintenance charge. The structure of these fees for any individual project are governed by the proposal document.
    3. Analysis & Design fees and development & delivery fees are flat fees and are not refundable except as noted in the applicable scope of work. Service subscription fees are prepaid monthly and can be terminated at any time with 30 days written notice to Amplefi LLC at 36181 E Lake Rd Box 136; Palm Harbor FL 34685.
    4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
  5. Content and Copyright
    1. The look and feel of the Service is copyright© Amplefi, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company.
  6. Support
    1. During the Subscription Term, technical support shall be provided to Client by Company. All support shall be provided to Client in accordance with the terms of this Section and in accordance with Appendix A, attached hereto and incorporated herein. Company will attempt to resolve any reasonable support questions posed by Client within a timely manner and in accordance with Appendix A.
    2. Support Business Hours. Company shall provide support to Client via online support system, which shall collectively available 7 days a week, 24 hours a day, 365 days a year. Telephone support is delivered as a return response to an open ticket in our online support system. Telephone responses are delivered between the hours of 0900 and 1700 EST Monday through Friday, excluding government holidays.
    3. Response Time. Company shall respond to incoming Client support issues or questions as follows: for questions received via telephone, within four (4) hours; and for questions received via our online support system, within one (1) business day. Company shall make all commercially reasonable efforts to resolve the issue as expediently as possible and in accordance with Appendix A.
    4. System Uptime and System Down Support. If the Services becomes completely unavailable and such unavailability is not during a scheduled downtime or maintenance period, the Company will notify Client immediately and will make commercially reasonable efforts to timely resolve any related issues and make the Services available to the Client in accordance with Appendix A. Company will make all reasonable efforts to ensure that Services are available twenty four (24) hours per day, seven (7) days a week. In the event the Service needs to be updated, maintenanced and/or Company needs to perform any other related activity that would make the Service unavailable for any period of time, Company will notify Client in advance of any such scheduled event, and will provide Client with the dates and times of non-availability.
  7. LIMITATION OF LIABILITY.
    1. EXCEPT FOR THE INDEMINIFICATION OBLIGATIONS SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BY NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF OPPORTUNITY, INFORMATION OR PRIVACY, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR FAILURE TO MEET ANY DUTIES INCLUDING THOSE OF GOOD FAITH AND OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
  8. General Conditions
    1. Your use of the Service is at your own risk. The service is provided on an “as is” basis. 
    2. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. The Company has an active security policy and the appropriate agreements with third party vendors and hosting partners are in force.
    3. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service or the Company.
    4. Client agrees not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of the Company.
    5. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and the Company and governs your use of the Service. The current Terms of Service will always supersede prior versions of the Terms of Service.
    6. The Company will execute required Business Associate or your individual agreements as are necessary to conduct business.

APPENDIX A: SERVICE LEVELS AND SUPPORT

  1. Service Levels
    1. Measure. The Service will be available 99.5% of the time (24x7x365), except as provided below. Service availability will be calculated per calendar quarter, as follows: (total - nonexcluded - excluded (greater than or equal to) 99.5%)/(total - excluded).
    2. Definitions.
      • total means the total number of minutes for the quarter
      • nonexcluded means downtime that is not excluded
      • excluded means the following:
        1. Any planned downtime of which Company gives 8 hours of more notice. Company will use commercially reasonable efforts to schedule all planned downtime during non-peak usage times.
        2. Any unavailability caused by circumstances beyond Company's reasonable control, including without limitiation, a Force Majeure Event.
        3. For purposes of the availibility calculation, "downtime" means a measurement interval during which time the Service is not responsive to an automated request ("Monitoring Transaction") generated by Company's monitoring software. Measurement intervals for Monitoring Transactions are no more than five (5) minutes on a 24x7 basis. Monitoring Transactions used for the availability calculation include network and application availibility requests. The monitoring process does not cover every feature of the Service. With respect to such features, Company will investigate any suspected availability problem reported by Client or which it otherwise becomes aware of and take all commercially reasonable efforts to correct any such issues that can be verified by Company.
        4. For any partial calendar quarter during which Client subscribes to the Service, availability will be calculated based on the entire calendar quarter, not just the portion for which the Client subscribed.
    3. Remedies.
      1. Should Company fail to meet 99.5% availability of the Service for a calendar quarter, Client may continue to use the Service but receive credit for one full day of the Service subscription usage (as of the end of the quarter in which the failure occured), for each full or partial hour of the Service unavailability below 99.5%. Any such credit shall be applied to Client's next invoice (or refunded if there are no forthcoming invoices).
      2. If Company fails to meet 98% availability of the Service for a calendar quarter, Client may terminate its Agreement with Company for cause and stop using the Service, in which case Company will refund to Client any prepaid fees for the remainder of the Subscription Term after the date of termination.
  2. Client will be asked to assign a priority category, which will be responded to in line with the performance criteria set forth in the table below. Company will make all commercially reasonable efforts to respond and resolve any outstanding support requests per the timelines set forth herein.