Last Modified: September 8, 2021
These Terms of Service (these “Terms”) are a binding contract between you (“Customer,” “you,” or “your”) and Ample Cloud, Inc. a Delaware Corporation (“Provider,” “we,” or “us”). These Terms govern your access to and use of the Platform.
These Terms take effect when you create an account with Provider by clicking the “Create Account” button during the Platform sign-up process or by accessing or using the Platform (the “Effective Date”). By clicking on the “Create Account” button or by accessing or using the Platform you (a) acknowledge that you have read and understand these Terms; (b) represent and warrant that you have the right, power, and authority to enter into these Terms and, if entering into these Terms for an organization, that you have the legal authority to bind that organization; and (c) accept these Terms and agree that you are legally bound by its terms.
If you do not agree to these terms, please do not create an account with Provider or select the “Create Account” button and do not attempt to use the Platform. If you do not accept these Terms, you may not access or use the Platform.
(a) “Account” means an Ample Cloud account created by Customer through which one or more of Customer’s Authorized Users may access and use the Platform, including but not limited to the Ample Cloud Marketplace, Customer’s Applications, and Customer’s Stacks pursuant to the Terms.
(b) “Ample Cloud Marketplace” means the dashboard, database, or module within the Platform where Applications available to Customer are located.
(c) “Application” means a Third-Party Product, connected to the Platform through one or more public APIs, which are available to Customer within the Ample Cloud Marketplace.
(d) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Platform under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Platform has been purchased hereunder.
(e) “Platform” means the services provided by Provider under these Terms that are detailed on Provider’s website available at https://www.amplecloud.com and reflected in your subscription.
(f) “Customer Data” means, other than Aggregated Statistics and Third-Party Product Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Platform.
(g) “Documentation” means Provider’s end user documentation relating to the Platform available at https://www.amplecloud.com/documentation.
(h) “Provider IP” means the Platform, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Platform but does not include Customer Data or Third-Party Product Data.
(i) “Stack” means the collection of Applications used by the Customer, which the Customer has selected for integration within the Platform.
(j) “Third-Party Products” means any products, content, services, information, websites, Applications, or other materials that are owned by third parties and are incorporated into or accessible through the Platform.
(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of these Terms, including but not limited to any Third-Party Product Terms, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform during the Term solely for Customer’s personal use or internal business operations by Authorized Users in accordance with the terms and conditions herein, including but not limited to any Third-Party Product Terms. Provider shall provide you the necessary passwords and access credentials to allow you to access the Platform through your Account. Customer shall be solely responsible for all Platform access by any Authorized User under Customer’s Account.
(b) Documentation License. Subject to the terms and conditions contained in these Terms, including but not limited to any Third-Party Product Terms, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Platform.
(c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Platform, your Account, any software component of the Platform, or Documentation for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform, any software component of the Platform, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, your Account, or Documentation except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform or your Account, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation; (v) use the Platform, your Account, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; or (vi) use the Platform, your Account, or Documentation in any manner that violates any Third Party Product Terms.
(d) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Provider may monitor Customer’s use of the Platform and collect and compile data and information related to Customer’s use of the Platform and Account to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data or Third-Party Product Data input into the Platform. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law.
(e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
(f) Suspension. Notwithstanding anything to the contrary in these Terms, Provider may temporarily suspend Customer’s and any other Authorized User’s access to Customer’s Account or any portion or all of the Platform if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP, any Third Party Products, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to Applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the Platform to Customer or any other Authorized User is prohibited by Applicable Law; or (F) Customer’s or any other Authorized User’s access or use of the Platform violates any Third-Party Product Terms; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Platform; (iii) or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Platform Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
(g) Transfer of Applications or Stacks. Notwithstanding any provision to the contrary in these Terms, Customer may transfer one or more Applications and/or Stacks to another Customer (the “Transferee Customer”) at any time during the Term; provided that (i) Customer complies with the transfer process set forth within the Platform as required by Provider from time to time; (ii) the Transferee Customer expressly accepts the proposed transfer; and (iii) neither Customer nor the Transferee Customer is in breach of these Terms (a “Permitted Transfer”). Any such Permitted Transfer may include the Customer Data contained in any transferred Application or Stack, and Provider’s obligations to Customer under these Terms with respect to such transferred Applications, Stacks, and/or Customer Data shall cease upon such Permitted Transfer. Customer and the Transferee Customer shall be solely responsible for the authorization of any Applications or Stacks transferred under any Permitted Transfer. Provider shall have no obligation to prevent any unauthorized transfer and disclaims all liability related to any Application or Stack transferred to a Transferee Customer hereunder.
(a) Acceptable Use Policy. The Platform may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider’s acceptable use policy (“AUP”) located at [https://www.amplecloud.io/aup], as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of these Terms, all Applicable Law, and all rules, regulations, guidelines, standards, and requirements that may be contained in the AUP from time to time.
(b) Account Use. You are responsible and liable for all uses of the Platform, your Account, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of these Term’s provisions as applicable to such Authorized User’s use of the Account and Platform and shall cause Authorized Users to comply with such provisions.
(c) Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Platform to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into these Terms or any Applicable Law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. You acknowledge that multi-factor authentication is required to access the Platform. Provider may use your telephone number or other Customer Data to administer such multi-factor authentication. Provider will not use your telephone number for any purpose other than for multi-factor authentication without your prior written consent. You are responsible for keeping your passwords and access credentials associated with the Platform confidential. You will not sell or transfer them to any other person or entity, including in connection with any Permitted Transfer. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. By virtue of your access to the Platform, you will have access to one or more Applications and other Third-Party Products. For purposes of these Terms, such Applications and Third-Party Products are subject to the applicable Third-Party Product Terms, which are available within the source Application and located at [https://www.amplecloud.io/thirdpartyterms]. If you do not agree to abide by the applicable terms for any such Applications or Third-Party Products, then you should not install, access, or use such Applications, Third-Party Products, or the Platform. Accordingly, you hereby agree to comply with all Third-Party Product Terms.
(a) Service Levels. Subject to the terms and conditions of these Terms, Provider shall use commercially reasonable efforts to make the Platform available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 4(a) (the “Availability Target”). “Available” means the Platform is available for access and use by Customer and its Authorized Users over the internet and operating in substantial accordance with the Documentation. For purposes of calculating the Availability Target, the following are “Exceptions” to the Availability Target, and the Platform will not be considered un-Available in connection with any failure to meet the Availability Target or impaired ability of Customer or its Authorized Users to access or use the Platform that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User; (b) Customer failure; (c) Customer’s or its Authorized User’s internet connectivity; (d) Force Majeure event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to these Terms; (f) scheduled downtime of the Platform; (g) disabling, suspension, or termination of the Services pursuant to Section 2(f); or (h) downtime of the Platform caused by any Applications or Third-Party Products; or (i) the unavailability of any Applications or Third Party Products. Without limiting the generality of the forgoing, Customer and its Authorized Users hereby acknowledge and agree that access to one or more Applications within the Platform may be limited to the extent that any access delegations or authorizations are unavailable or restricted by Provider’s third-party authorization provider.
(b) Support. If Customer encounters any access or performance issues with the Platform, or is otherwise in need of support services, Customer may contact the Provider support team via Slack at [URL] or via email at [EMAIL]. Subject to the terms and conditions of these Terms, Provider shall use commercially reasonable efforts to respond to support issues as soon as commercially practicable and endeavor to resolve such issues within two (2) business days, to the extend commercially feasible.
Provider provides access to the Platform through two different “Platform Products,” which are offered pursuant to two distinct pricing models. To receive access to the Platform, Customer must subscribe to one of the following Platform Products and pay all Fees applicable to such Platform Products in accordance with the payment terms set forth in these Terms.
(a) Tiered Products. Provider offers multiple tiered-pricing Platform Products, e.g., Basic Plan, Pro Plan, and Enterprise Plan (each a “Tiered-Product Plan”), which have the Applications, functionality, features, notification capacity, and pricing located at https://amplecloud.com/#marketplace (each a “Plan Fee”). Customer shall pay the applicable Plan Fee in United States dollars (“USD”) without offset or deduction upon subscribing to the Tiered-Product Plan prior to receiving access to the Platform. Upon subscription to a Tiered-Product Plan, Customer and each of its Authorized Users shall have full access to the Platform subject to the limitations and restrictions of the selected Tiered-Product Plan.
(b) Usage Based Products. In addition to the Tiered-Product Plans, Provider offers usage-based access to the Platform, which allows Customer to connect multiple Applications and pay a “Usage Fee” based on the number of notifications transmitted through the Platform with respect to Customer’s Account (each a “Usage Plan”). If Customer desires to subscribe to a Usage Plan, Customer shall select a Usage Plan based on desired number of notifications suitable for Customer’s and its Authorized User’s usage needs, which are located at https://amplecloud.com/#marketplace. Customer shall pay the Usage Fee applicable to the Usage Plan selected by Customer in USD without offset or deduction prior to receiving access to the Platform. If Customer’s and its Authorized Users’ collective usage of the Platform exceeds the maximum number of notifications authorized under the Usage Plan for Customer’s Account, Customer shall be charged an additional fee on a per notification basis (each an “Overage Fee” and together with the Plan Fees and Usage Fees, the “Fees”). All notifications transmitted by, to, or through Customer’s Account shall be tracked and determined by Provider in its sole discretion. The Overage Fees for each Usage Plan are located at https://amplecloud.com/#marketplace. Customer shall pay all such Overage Fees immediately upon notice from Provider.
(c) Payment Processing. Provider uses Stripe, Inc. (“Stripe”) as its third-party payment processing provider. All payments submitted by Customer to Provider shall processed by Stripe and be subject to Stripe’s Third-Party Product Terms located at https://www.stripe.com/legal.
(d) Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income (collectively, “Taxes”). Provider shall determine, in its commercially reasonable discretion and pursuant to applicable federal, state, and/or local laws, rules, regulations, guidelines, standards, and requirements (“Applicable Law”), the applicability and the amount of all such Taxes due and payable under these Terms. Customer shall pay such Taxes as and when they become due.
(e) Additional Payment Terms. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more beyond the applicable due date, Provider may suspend, in accordance with Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the Platform until such amounts are paid in full.
From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years after the termination or expiration of these Terms; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Platform, (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data, and (c) the applicable third party owns all right, title, and interest, including all intellectual property rights, in and to any Third Party Products and Third Party Product Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
(a) Provider Indemnification.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party’s intellectual property rights; (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Platform in a manner not authorized by these Terms and (iii) based upon a transfer of any Application or Stack that is not a Permitted Transfer; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
In no event will Provider be liable under or in connection with these Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Provider was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Provider’s aggregate liability arising out of or related to these Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to Provider under these Terms in the six (6) month period preceding the event giving rise to the claim.
(a) Term. The term of these Terms begins on the Effective Date and continues until terminated as set forth in these Terms (the “Term”).
(b) Termination. In addition to any other express termination right set forth in these Terms:
(c) Effect of Termination. Upon termination of these Terms, Customer shall immediately discontinue use of all Provider IP, including the Account and the Platform. No termination of these Terms will affect Customer’s obligation to pay all Fees that may have become due before such termination or entitle Customer to any refund with respect to any Fees paid prior to termination.
(4) Survival. This Section 12(d), Sections 5, 6, 10, 11, 14, 15, 16, and 17, and any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration.
You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://www.amplecloud.com. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Platform after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least 30 days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.
The Platform utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform or the software or technology included in the Platform to or make the Platform or the software or technology included in the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or the software or technology included in the Platform available outside the US.
Each of the software components that constitute the Platform and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.
These Terms are governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to these Terms or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
These Terms constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.amplecloud.com/contact and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable Fees and charges, transactional information, and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without Provider’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of its obligations hereunder.