Terms & Conditions

1. General Terms & Conditions

1.1 This General Terms & Conditions governs the purchase and access to Amplify Services by the Client identified in an Order Form between the Client and Amplify (inclusive of its Affiliates).

1.2 By executing an Order Form referencing this T&C for the agreed Subscription Term, the Client agrees to these terms effective as of the date last signed (the "Effective Date"). Amplify and the Client are each a "Party," collectively referred to as the "Parties."

2. The Amplify Platform — Description of Services

2.1 Subject to this Agreement's terms during the Subscription Term, the Client may access and use Amplify's software-as-a-service platform and related technology products as subscribed. Client Content includes material the Client designs, creates, submits, publishes, or uploads. Amplify grants a non-sublicensable, non-exclusive license to use downloadable software solely for Platform access.

2.2 Amplify Products & Services: Amplify offers three core modules:

2.2.1 Amplify | Platform: Amplify Journey delivers front-end consumer-facing technologies including customized websites, mobile applications (Android and iOS), ticketing integrations, and loyalty programs.

2.2.2 Amplify | Studio: The backend powerhouse providing proprietary database setup, knowledge base, AI Engine, third-party data integrations, dashboards, reporting suites, communication tools, and content management systems.

2.2.3 Amplify | Team:Operates as an extension of the Client's organization, offering business intelligence, consultancy, and strategic guidance focused on data-driven decision-making.

2.3 Collaboration and Innovation: Amplify commits to data-driven decision-making and strategic collaboration as core value propositions within the festival and events industry.

2.5 Onsite Services:Services provided by Amplify's staff at and offsite during events, including real-time insights, community communications facilitation, business intelligence delivery, and Platform content management.

3. Access & Use of the Amplify Platform

3.1 Client Responsibilities:

3.1.1 Account Creation and Access: The Client must register a primary owner account for its Enterprise Workspace and may invite Authorized Users (employees, contractors, or approved users). The Client is solely responsible for actions by itself and Authorized Users, including Client Content modifications or loss.

3.1.2 Access Requirements:The Client must: (a) ensure Authorized Users' compliance; (b) prevent unauthorized access and promptly notify Amplify of breaches; (c) approve any competitor users in writing; and (d) use the Platform solely per Applicable Law.

3.1.3 End Users:Natural persons accessing Client Content are "End Users." Amplify has no direct relationship with End Users. The Client is solely responsible for providing required notices and obtaining necessary End User consents under Applicable Law. A Data Processing Addendum (DPA) governs Amplify's data handling obligations.

3.1.4 Use Restrictions: The Client shall not: (a) reverse engineer, decompile, disassemble, or attempt to discover source code or algorithms; (b) modify or create derivative works; (c) conduct penetration tests or create unreasonable network loads; (d) use for time-sharing or third-party benefit; or (e) remove proprietary notices. The Client shall not: (i) sell, resell, rent, or lease the Platform; or (ii) store or transmit infringing, libellous, or unlawful material.

3.2 Additional Product Offerings:Amplify may offer additional products, optimizations, or services beyond initial subscriptions. These offerings may come from Amplify or third-party providers, accessed at the Client's sole discretion.

3.3 Compliance with Additional Product Offering Terms:If using Additional Product Offerings, the Client must comply with applicable terms. New terms are made available for review before use and don't alter the existing Agreement unless expressly integrated by reference.

3.4 Accuracy of Information and Site Access: The Client must ensure all provided information is complete and accurate, and grant Amplify access to event sites during production and operations to facilitate Onsite Services delivery.

3.5 Regulatory Compliance and Licences: The Client is responsible for procuring necessary licenses, permissions, and consents for Platform use and Onsite Services, adhering to all applicable laws.

3.6 Communication and Cooperation: The Client commits to open communication, appointing a senior representative as primary contact and providing access to key managers to foster strong team collaboration.

4. Privacy, Data Ownership & Processing

4.1 Data Ownership:The Client retains all rights, title, and interest in data provided to or generated by Amplify's services ("Client Data"). The Client acts as Data Controller; Amplify acts as Data Processor, processing Client Data per Client instructions and applicable data protection laws, including GDPR.

4.2 Data Processing Agreement: The Parties shall enter into a DPA specifying data protection and processing obligations, ensuring GDPR and Dutch data protection law compliance. The DPA forms an integral part of this Agreement.

4.3 Privacy:To use the Platform, the Client, Authorized Users, and End Users may provide Personal Information. Amplify handles this per applicable laws, the DPA, and Amplify's Global Privacy Policy. The Client understands the Privacy Policy is separate from this Agreement but essential for lawful Platform operation.

5. AI Services & Insights

5.1 Provision of AI Services: Amplify provides AI-based services including data analysis, insights generation, and strategic recommendations using proprietary AI algorithms and modeling to support operational and commercial event objectives.

5.2 Integration of AI-Generated Insights:AI insights augment, not replace, the Client's professional expertise and judgment. The Client bears ultimate responsibility for decision-making, evaluating insights with professional discretion. Amplify provides data-driven insights as one tool among several.

5.3 Ownership and Use of AI-Generated Insights: While the Client retains Client Data ownership, intellectual property rights in AI technology, including modifications and derivatives, remain with Amplify. The Client receives a non-exclusive right to use AI-generated insights for internal purposes per partnership principles outlined in this Agreement.

5.4 Acknowledgment of AI Limitations: The Client recognizes AI Services rely on complex statistical models subject to inherent limitations. Amplify does not guarantee insight infallibility or absolute accuracy.

5.5 Rapid Changes in AI Technology: The Client acknowledges artificial intelligence is subject to rapid development. Amplify relies on continuously evolving third-party AI technologies and platforms.

5.6 Impact of Technological Advancements: Advancements can significantly enhance service capabilities but may require adjustments in delivery methods, tools, and service scope.

5.7 Flexibility in Service Delivery: The Client agrees Amplify may modify, enhance, or adapt offerings responding to AI technology or market changes—possibly including price increases. Amplify commits to timely communication and collaboration ensuring service evolution meets Client needs.

5.8 Continuous Improvement Commitment: Amplify dedicates itself to continuous improvement, incorporating latest AI advancements. The Client agrees to cooperate in implementing improvements, acknowledging potential adjustments to practices, new functionalities, or personnel retraining.

6. Client Content

6.1 Intellectual Property Rights:The Client retains all rights, title, and interest in Client Content, including Intellectual Property Rights. By using the Platform, the Client grants Amplify a non-exclusive, royalty-free, worldwide license to use, host, store, modify, reproduce, display, distribute, publish, and create derivatives solely necessary for Platform provision, optimization, and security. This license doesn't extend to other uses, respecting full Client ownership of all derivatives.

6.2 Customer Content Restrictions: The Client agrees not to upload, post, or distribute content violating Dutch law, infringing third-party rights, or deemed unlawful, harmful, abusive, offensive, defamatory, infringing, invasive of privacy, harassing, humiliating, libellous, threatening, profane, or objectionable. Amplify reserves the right to remove violating content with reasonable notice.

6.3 No Responsibility of Amplify:Amplify acts as a passive conduit for Client Content distribution and doesn't undertake compliance review. Amplify assumes no liability for user or third-party transmissions. The Client is solely responsible for content creation, publication, dissemination, and ensuring compliance with Dutch law and this Agreement.

6.4 Copyright:Per applicable international intellectual property laws and Dutch protections, Amplify respects copyright and intellectual property rights. If Amplify learns of alleged Platform infringement, it may limit access, disable access, or—for repeated infringement—terminate the Client's account.

7. Subscription Term

7.1 T&C Term: This Agreement commences on the Effective Date and continues until thirty days after Subscription Term expiration or termination, unless earlier terminated per Agreement provisions or mutual written agreement.

7.2 Subscription Term:The Platform access duration ("Subscription Term") is specified in the initial Order Form, forming the basis for Platform provision and an essential Agreement element defining Client entitlement.

7.3 Renewal: Approximately six months before Subscription Term expiration, the Parties shall initiate renewal discussions assessing service performance, alignment with Client needs, and negotiating necessary service and fee adjustments for subsequent terms.

8. Fees & Payment

8.1 Fees: The Client agrees to pay Amplify fees for Platform access as described in the Order Form. These fees reflect Platform value and are determined by Client-selected services. Unless otherwise stated, fees are fixed, non-cancelable, and non-refundable.

8.2 Payment Terms: Amplify invoices the Client per Order Form terms. For other fees, payment terms appear in the Order Form or applicable addendum. The Client must pay within fourteen (14) days from invoice date.

8.3 Taxes:Fees exclude taxes, levies, duties, or similar governmental assessments ("Taxes"). The Client is responsible for all associated Taxes. If Amplify has tax obligations the Client bears, the amount is invoiced unless the Client provides valid tax exemption certification.

8.4 Withholding Taxes: Client payments shall be made in full without deductions for taxes or otherwise, except as law requires. If deductions are legally mandated, the Client and Amplify agree to cooperate in good faith to ensure correct tax remittance to relevant authorities, minimizing impact on agreed amounts.

9. Confidentiality

9.1 Protection:Both Parties acknowledge protecting confidential information's importance for trust and productive business relationships. "Confidential Information" includes non-public technical, financial, or business information designated as confidential or reasonably understood to be, disclosed orally or in writing. The Receiving Party agrees to: (i) protect and maintain Confidential Information using the same care used for its own information of like nature, but no less than reasonable care; (ii) not use Confidential Information outside this Agreement's scope; and (iii) limit access to employees, contractors, and agents needing access per Agreement purposes, who've signed confidentiality agreements with no less stringent protections.

9.2 Exclusions:These obligations don't apply to information the Receiving Party demonstrates: (a) was publicly known before disclosure; (b) becomes publicly known after disclosure through no Receiving Party action or inaction; (c) was already possessed at disclosure; (d) was obtained from third parties without confidentiality obligation breaches; (e) was independently developed without use of Confidential Information; or (f) is required by law to be disclosed, provided prompt written notice is given.

10. Service Improvements, Feedback & Publicity

10.1 Service Improvements: Amplify may compile, use, and analyze anonymized, de-identified, and aggregated data from Client Platform use to facilitate continuous Platform improvement and enhancement.

10.2 Client Feedback:The Client is encouraged but not obligated to provide suggestions, enhancement requests, recommendations, or feedback regarding Services ("Feedback"). By offering Feedback, the Client grants Amplify freedom to use it for any lawful purpose without attribution or compensation obligations.

10.3 Publicity:The Client grants Amplify a limited right to use the Client's name, trademarks, and logos for identifying the Client as an Amplify customer in promotional and marketing materials, subject to the Client's trademark usage guidelines.

11. Termination

11.1 Termination: Either party may terminate if the other materially breaches terms and fails to cure within thirty days of written notice. Either party may also terminate immediately if the other becomes subject to bankruptcy or insolvency proceedings.

11.2 Effect of Termination:Upon expiration or termination, the Client's Platform access rights cease immediately. Amplify commits to facilitating Client Data retrieval for sixty days post-termination. Prepaid unused fees are refunded if the Client terminates due to Amplify's material breach.

11.3 Brand Matter: Amplify reserves the right to suspend or terminate immediately upon written notice if an event could significantly harm Amplify trademark or brand reputation.

11.4 Surviving Provisions: Confidentiality obligations, accrued payment rights, representations and warranties, indemnification obligations, and liability limitations survive termination.

12. Warranties and Disclaimers

12.1 Amplify Warranties: Amplify warrants to provide the Platform and Additional Product Offerings using reasonable care and skill consistent with industry standards, and that it has the right to license the Platform.

12.2 Mutual Warranties: Both Parties represent and warrant that each is a duly organized legal entity with full authority to enter this Agreement, which constitutes a legal, valid, and binding obligation enforceable per its terms.

12.3 Third Party Services:Except as expressly provided, the Platform is provided on an "as is" and "as available" basis without warranties of any kind. Amplify doesn't warrant uninterrupted or error-free Platform operation and disclaims liability for inaccuracies arising from third-party AI technologies.

12.4 Security: Amplify employs commercially reasonable security measures. However, the Client acknowledges no Internet transmission is entirely secure. The Client is responsible for account credential security.

13. Force Majeure

13.1 Neither party is liable for obligation performance failures caused by Force Majeure Events beyond reasonable party control, including strikes, acts of God, war, civil commotion, law or governmental compliance, fire, flood, or storms.

13.2 An affected party shall promptly notify the other in writing and use all reasonable endeavours to mitigate Force Majeure Event effects.

13.3 If a Force Majeure Event prevents performance exceeding sixty continuous days, the other party may terminate by providing fourteen days written notice.

14. Limitation of Liability

14.1 Liability Cap:Except for indemnity obligations or fraud, neither party's aggregate liability shall exceed total fees the Client paid to Amplify for the twelve months preceding the first incident generating liability.

14.2 Exclusion of Consequential Damages: Neither party has liability for lost profits or revenue, data or goodwill loss, or indirect, special, incidental, consequential, or punitive damages.

15. Indemnification

15.1 By Amplify:Amplify shall indemnify the Client against third-party claims that Amplify-provided services infringe upon third-party intellectual property rights, Amplify's breach of warranties, and negligent acts by Amplify personnel.

15.2 By the Client: The Client shall indemnify Amplify against claims arising from Client Agreement breaches, negligent acts by Client personnel, third-party claims related to Client service use beyond permitted scope, and Client failure to comply with applicable laws.

15.3 Dispute Resolution: The Parties commit to a minimum of thirty days of informal negotiations before arbitration or court proceedings for any dispute arising from this Agreement.

16. Connectivity & Infrastructure for Onsite Services

16.1 The Client shall provide and maintain all necessary event site connectivity and Wi-Fi infrastructure enabling effective Amplify Onsite Services deployment.

16.2 Amplify shall not be responsible for service interruptions from connectivity issues outside Amplify's control.

16.3 The Client shall cover all Amplify crew-related Onsite Services delivery costs, including travel, accommodation, and catering.

17. General Provisions

• Governing law: Netherlands, without giving effect to conflict of law provisions.
• Jurisdiction: Exclusive jurisdiction of the Netherlands courts.
• Assignment: Not permitted without consent, except in mergers or acquisitions.
• Amendments: Must be in writing and signed by authorized representatives.
• Entire agreement: These terms supersede all prior understandings and agreements.
• Notices: Must be written and delivered per Order Form contact details.
• Severability:Invalid provisions don't affect remaining terms.

Contact

For questions about these terms, contact us at legal@amplify.one.

Woov BV
Overhoeksplein 31
1031KS Amsterdam
The Netherlands