Terms
Last updated: Jan 27, 2025
Amplify Studio - Terms & Conditions
This Terms & Conditions (“T&C”, “Terms” or the “Agreement”) entered into, by and between Amplify ("Amplify"), and you as the Amplify Studio User (the "User") effective upon signing into Amplify Studio (“Studio”).
1. Clients and Integrations Partner
1.1 If the User is a client of Amplify or part of a client organization (the “Client”), this T&C will act as an addendum to the relevant order form and Amplify General T&C.
1.2 If the User is not a Client of Amplify but a third party, he confirms to have received consent from the respective Client to, and agrees to, act de facto as part and on behalf of the Client in this Agreement, making the Client liable for their actions if the situation arises under the terms of this Agreement.
2. User Rights & Obligations
2.1 By signing in to Studio, the User receives a limited, non-exclusive, non-commercial license to use Studio. By no means is our software, its source code, a copy of it or any rights attached to any of the aforementioned, transferred or sold to the User.
2.2 This license is limited and by using Studio the User agrees not to:
- modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of Studio including, but not limited to, the software, AI tools and models, content and source code of Studio, or cause others to do so.
- copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through Studio without our prior written consent.
- use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or store the content of Studio.
- use, access, or publish Studio programming interface without our written consent.
- use Studio in any way that could interfere with, disrupt or negatively affect Studio or the servers or networks connected to Studio.
- upload viruses or other malicious code or otherwise compromise the security of Studio.
- encourage or promote any activity that violates these Terms.
- express or imply that any statements you make are endorsed by Amplify.
- share or provide access to Amplify's technology, software, processes, or data through any means, including but not limited to direct access, remote access, or shared login credentials.
- share, transmit, email, or otherwise distribute documents, files, or any other media containing Amplify's technology, software, processes, or data.
- utilise any other known channels or potential methods to disclose, reveal, or make available Amplify's proprietary information to unauthorised parties.
Any act as defined above, without the express written consent of Amplify, shall constitute a material breach of this Agreement.
2.3 Good Faith Use Obligation: The User agrees to act in good faith when accessing and using Studio. Bad-faith actions include, but are not limited to:
- Misrepresenting identity or authorization to access Studio on behalf of a Client.
- Attempting to gain unauthorized access to restricted features, data, or confidential materials.
- Extracting insights, processes, or technology for competitive purposes.
- Using Studio in a manner that circumvents or disrupts Amplify’s business model, including unauthorized commercial use.
3. Access Control, Monitoring and Auditing
3.1 Access Control: User shall implement sufficient access control measures to ensure that only authorised personnel from its organisation, as approved by Amplify, have access to Amplify's technology and data.
3.2 Third Party Access: Under no circumstances shall User allow third parties to access or use Amplify's technology, processes, or data on their behalf without prior written consent from Amplify.
3.3 Monitoring & Auditing: Amplify reserves the right to monitor and audit access to its technology, software, processes, and data to ensure compliance with this Agreement. Upon reasonable request User agrees to cooperate fully with any compliance audits or monitoring activities.
4. Liability & Disclaimers
4.1 Third Party Services: Amplify Studio, including but not limited to any AI functionalities and third-party large language models incorporated therein, is provided on an "as is" and "as available" basis without any warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Amplify does not warrant that Studio will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of Studio. The User acknowledges that Amplify uses third-party large language models and AI technologies to enhance Studio's capabilities. Amplify disclaims any liability for inaccuracies, errors, or the inappropriate use of such technologies resulting from the Client's content or data processed through these AI functionalities. Amplify does not control or have input into the development of these third-party technologies and, as such, cannot guarantee their accuracy, reliability, or consistency.
4.2 Security: Amplify employs commercially reasonable security measures consistent with industry standards to protect the data within Studio. However, the User acknowledges that no method of transmission over the Internet or method of electronic storage is entirely secure. Therefore, while Amplify strives to use commercially acceptable means to protect Client Data, absolute security cannot be guaranteed. The User is responsible for maintaining the security of their account credentials and for any activities or actions under their account.
4.3 Non-Provider Applications: The Client may choose to integrate or use Studio with third-party applications, services, or software. Amplify does not warrant and is not responsible for the functionality, compatibility, or content of any third-party applications, services, or software. Use of any such third-party offerings is at the Client's own risk and where necessary, may be subject to additional terms, conditions, and policies applicable to such third-party offerings.
4.4 Liability Cap: Except for the indemnity obligations set forth herein or instances of fraud and intentional misconduct, under no circumstances shall the aggregate liability of either party arising out of or related to this Agreement (whether in contract, tort, or under any other theory of liability) exceed the total fees paid and payable by the Client to Amplify for access to Studio in the 12 months preceding the first incident that gave rise to the liability.
4.5 Exclusion of Consequential and Related Damages: Except for damages actually incurred by one party as a direct and proximate result of the other party's intentional or fraudulent acts, neither party shall have any liability arising out of or related to this Agreement for any lost profits or revenue, loss of data or goodwill, or for any indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party's or its affiliates' remedy otherwise fails of its essential purpose.
4.6 In General: Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to equitably allocate the risks of the Agreement between the parties. This allocation is reflected in the pricing offered by Amplify to the Client and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of the Agreement. The limitations in this Section will apply even if any limited remedy fails of its essential purpose and to the maximum extent not prohibited by applicable law.
5. AI Services
5.1 User acknowledges that the Amplify suite includes proprietary AI-based services ("AI Services") that provide data analysis, insights generation, and strategic recommendations. Amplify commits to providing these "AI Services", including data analysis, insights generation, and strategic recommendations, utilising its proprietary AI algorithms and modelling. These services are designed to support the User in enhancing operational efficiencies and achieving commercial objectives for the event.
5.2 Integration of AI-Generated Insights: The User acknowledges that AI-generated insights are intended to augment, not replace, the expertise and judgement of the User. The User bears ultimate responsibility for decision-making, ensuring that its team evaluates and integrates AI-generated insights with professional discretion and domain knowledge. Amplify's role is to support this process by providing data-driven insights, with the understanding that these insights are to be considered as one of several tools at the disposal of the User.
6. Confidentiality and Non-Disclosure
6.1 User agrees that all proprietary information, technology, processes, and data provided by Amplify, including the Amplify suite of products ("Amplify's Confidential Information"), shall remain strictly confidential.
6.2 User shall not disclose, share, or provide access to Amplify's Confidential Information to any third party without prior written consent from Amplify, as defined in the General Terms & Conditions.
7. IP Protection
7.1 IP Rights: All intellectual property rights related to Amplify's technology, software, and processes, including the Amplify suite of products, are owned exclusively by Amplify. User acknowledges and agrees that it has no rights or interests in Amplify's IP beyond the use specified in the original Agreement.
7.2 IP Protection: User shall take all necessary measures to protect Amplify's IP from unauthorised access, use, or disclosure. Furthermore, the following terms relating to IP will apply:
- IP protections will apply such that any new IP resulting from the collaboration will belong to the creator of that IP or the Party from whose IP the new creation is derived.
- Any Intellectual Property (IP) shared, disclosed, or developed during this validation period shall remain the property of the original owner or creator.
- The User shall not provide service briefs, technical specifications, or any form of Amplify’s proprietary information to third parties for the purpose of replicating or developing similar capabilities.
- The Client shall not provide service briefs, technical specifications, or any form of Amplify’s proprietary information to third parties for the purpose of replicating or developing similar capabilities.
7.3 Prohibition on Model Training and Data Extraction: The User shall not use any Amplify-generated insights, AI outputs, or processed data to train, develop, or enhance competing AI models, algorithms, or software. The User further agrees not to extract, scrape, or systematically collect Amplify’s data or processes for competitive research, machine learning training, or commercial repurposing.
8. Breach and Remedies
8.1 Any breach of this Agreement by User shall be considered a material breach of the Agreement, entitling Amplify to immediate injunctive relief, termination of access to Amplify products and services, and any other remedies available under the law.
8.2 In the event of a breach, User shall indemnify Amplify for any damages, losses, or expenses incurred as a result of the unauthorised disclosure or use of Amplify's Confidential Information or IP.
8.3 All fees paid by the User to Amplify up to the point of breach shall be non-refundable. Additionally, User shall be liable to pay any remaining fees agreed upon in the original Agreement for the full term, as if the contract had been completed without breach.
8.4 Suspension & Investigation Rights: In the event that Amplify suspects any misuse, unauthorized disclosure, or bad-faith actions by a User, Amplify reserves the right to immediately suspend or revoke access for the User and, if applicable, the Client, pending an internal review. Amplify shall notify the affected party of such suspension and may conduct an investigation to assess compliance with these Terms. Amplify reserves the right to take appropriate actions, including permanent termination of access, if a breach is confirmed.
9. Term and Termination
9.1 This Addendum shall remain in effect for the duration of the Agreement or until terminated by mutual written consent of both parties.
9.2 The obligations of confidentiality and IP protection shall survive the termination or expiration of this Addendum and the Agreement.
9.3 Upon termination of this Agreement, Amplify shall delete or anonymize all User-related data within 90 days unless retention is required by law. The User and Client remain responsible for exporting any needed data prior to termination.
10. General Terms
10.1 Updates of Terms: We may adjust these Terms from time to time. You will be notified of any material changes in these Terms via your contact person. Before the new Terms will come into effect you will have to accept them. If you do not agree to the new Terms, this unfortunately means that you will have to stop using your account. The new Terms will replace any foregoing agreements between Amplify and the User.
10.2 Severability: Our failure to enforce any right or provision of these Terms may not be considered a waiver of those rights. Should any provision of these Terms be held invalid or unenforceable for any reason or to any extent in any jurisdiction, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions, and the application of that provision shall be enforced to the extent permitted by law.
10.3 Governing law and jurisdiction: These Terms are governed by Dutch law. Unless otherwise required by a mandatory law of any jurisdiction, any dispute concerning these Terms, its execution and its interpretation shall be issued and adjudicated exclusively by the district court of Amsterdam, The Netherlands.