AMPED CRM TERMS OF USE:
BY SIGNING THIS DOCUMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF AMPED'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ENDORSE AND MAY NOT USE THE SERVICE.
As part of the Service, AMPED will provide you with use of the Service, including a browser interface, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the AMPED website incorporated by reference herein, including but not limited to AMPED's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Subscription Grant & Restrictions
AMPED hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by AMPED and its subscribers.
You may not access the Service if you are a direct competitor of AMPED, except with AMPED's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) License, sub Sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User Subscriptions cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
2. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify AMPED immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to AMPED immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another AMPED user or provide false identity information to gain access to or use the Service.
Our Responsibilities
We shall: (i) provide to You basic support for the Purchased Services at no additional charge, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
3. Account Information and Data
AMPED does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not AMPED, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and AMPED shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), AMPED will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. AMPED reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and AMPED shall have no obligation to maintain or forward any Customer Data.
4. Intellectual Property Ownership
AMPED alone (and its subscribers, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the AMPED Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the AMPED Technology or the Intellectual Property Rights owned by AMPED. The AMPED name, the AMPED logo, and the product names associated with the Service are trademarks of AMPED or third parties, and no right or Subscription is granted to use them.
5. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User Subscriptions requested times the User Subscription fee currently in effect. All payment obligations are non-cancelable, and all amounts paid are nonrefundable. You are responsible for paying for all User Subscriptions ordered for the entire Subscription Term, whether or not such User Subscriptions are actively used. An authorized company representative may request additional Subscriptions at any time. Added Subscriptions will be subject to the following: (i) added Subscriptions will be coterminous with the preexisting Subscription Term (either Initial Term or renewal term); (ii) the Subscription fee for the added Subscriptions will be the then current, generally applicable Subscription fee; and (iii) Subscriptions added in the middle of a billing month will be charged in full for that billing month. AMPED reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
6. Data Storage
If the amount of disk storage used exceeds the then current limits, you will be charged the then-current storage fees. AMPED will use reasonable efforts to notify you when the average storage used per Subscription reaches approximately 90% of the maximum; however, any failure by AMPED to so notify you shall not affect your responsibility for such additional storage charges. AMPED reserves the right to establish or modify its general practices and limits relating to
storage of files and Customer Data. Current data storage policy: - 20MB of storage space per Subscription OR up to 1 GB of storage space for the organization. The allocation is pooled at the company level, so some users can have more than 20MB of data as long as the company as a whole does not exceed its limit.
7. Billing and Renewal
AMPED charges and collects in advance for use of the Service. AMPED will automatically renew you each year on the subsequent anniversary, renew you monthly, depending upon plan selected or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User Subscriptions times the Subscription fee in effect during the prior term, unless AMPED has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. AMPED's 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 based solely on AMPED's income.
You agree to provide AMPED with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Subscription Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, AMPED reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8. Non-Payment and Suspension
In addition to any other rights granted to AMPED herein, AMPED reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User Subscriptions during any period of suspension. If you or AMPED initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
AMPED reserves the right to impose a $500.00 reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that AMPED has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
9. Termination upon Expiration/Reduction in Number of Subscriptions
This Agreement commences on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at AMPED's then current fees. Either party may terminate this Agreement or reduce the number of Subscriptions, effective only upon the expiration of the then current Subscription Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), AMPED will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that AMPED has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the AMPED Technology or Service will be deemed a material breach of this Agreement. AMPED, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, AMPED may terminate a free account at any time in its sole discretion. You agree and acknowledge that AMPED has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AMPED represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online AMPED help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Mutual Indemnification
You shall indemnify and hold AMPED, its subscribers and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that AMPED (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release AMPED of all liability and such settlement does not affect AMPED's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
AMPED shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (excluding attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by AMPED of its representations or warranties, provided that you (a) promptly give written notice of the claim to AMPED; (b) give AMPED sole control of the defense and settlement of the claim (provided that AMPED may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to AMPED all available information and assistance; and (d) have not compromised or settled such claim. AMPED shall have no indemnification obligation, and you shall indemnify AMPED pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process.
13. Disclaimer of Warranties
AMPED AND ITS SUBSCRIBERS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. AMPED AND ITS SUBSCRIBERS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AMPED AND ITS SUBSCRIBERS.
14. Internet Delays
AMPED'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AMPED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL AMPED’S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL AMPED’S AND/OR ITS SUBSCRIBERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADAMPED) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF AMPED OR SUBSCRIBERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining Subscriptions to export or re-export as may be required.
AMPED and its subscribers make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all
applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
18. Notice
AMPED may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in AMPED's account information, or by written communication sent by first class mail or pre-paid post to your address on record in AMPED's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to AMPED (such notice shall be deemed given when received by AMPED) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to AMPED at: 6805 Route 202, New Hope, PA 18938-1079 addressed to the attention of: General Counsel.
19. Modification to Terms
AMPED reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
20. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of AMPED but may be assigned without your consent by AMPED to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of AMPED directly or indirectly owning or controlling 50% or more of you shall entitle AMPED to terminate this Agreement for cause immediately upon written notice.
21. General
This Agreement shall be governed by Pennsylvania law without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts for Bucks County, Pennsylvania. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and AMPED as a result of this agreement or use of the Service. The failure of AMPED to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AMPED in writing. This Agreement, together with any applicable Order Schedule, comprises the entire agreement between you and AMPED and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
22. Definitions
As used in this Agreement and in any Order Schedules now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Schedules, whether written or submitted online, and any materials available on the AMPED website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by AMPED from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the
earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Subscription Term(s)" means the period(s) during which a specified number of Users are to use the Service pursuant to the Order Schedule(s); "Order Schedule(s)" means the schedule evidencing the initial subscription for the Service and any subsequent order schedules submitted online or in written form, specifying, among other things, the number of Subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Schedule to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Schedule, the terms of this Agreement shall prevail "AMPED" means collectively AMPED by iseek Enterprise (USA) LLC, a Delaware Limited Liability Company and its Parent Organization, Subsidiaries, Affiliates, Officers, Directors, Employees, Attorneys or Agents, having its principal place of business at 6805 Route 202, New Hope, PA 18938-1079; "AMPED Technology" means all of AMPED's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by AMPED in providing the Service; "Service(s)" means any Professional Services or Customization Services or ancillary online or offline products and services provided to you by AMPED, to which you are being granted access under this Agreement, including the AMPED CRM Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by AMPED at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it..