Terms

General Terms & Conditions

General Terms & Conditions

1.1 This General Terms & Conditions (the "T&C") governs the purchase of, and access to, Amplify Services & the Amplify Platform by the party identified in the signature block (the “Client”) of an Order Form or related ordering document ("Order Form") between the Client and Amplify (inclusive of its Affiliates “Amplify”).  

1.2 By executing an Order Form expressly referencing this T&C, for the agreed Subscription Term as outlined in the Order Form (“Subscription Term”) the Client agrees to the terms of this T&C (together with such Order Form), the “Agreement”), effective as of the date last signed by the parties on such Order Form (the “Effective Date”).  

Amplify & the Client (each a “Party”) collectively referred to as the Parties. (“Parties”)

The Amplify Platform - Description of Services

2.1 Subject to the terms and conditions of this Agreement and during the Subscription Term, the Client may access and use Amplify’s software-as-a-service platform and the related technology products and services as subscribed to by the Client on the applicable Order Form (collectively the "Platform" or "Amplify Platform").  Any content that the Client designs, creates, submits, publishes, posts, displays, uploads, or otherwise makes available to End Users on or via the Platform is “Client Content.”  To the extent Amplify delivers to the Client any downloadable software components related to the Platform, Amplify grants to the Client a non-sublicensable, non-exclusive licence to use the object code of such software solely in connection with its access to and use of the Platform.

2.2 Amplify Products & Services:  Amplify's offerings are structured into three core modules — ‘Amplify Team’, ‘Amplify Journey’, and ‘Amplify Studio’.  These modules are engineered to optimise the operational, commercial, and experiential facets of festival planning and campaign execution, ensuring a comprehensive and effective data driven approach.  Depending on the service provision agreed upon between the parties on the Order Form, the products and services may consist of the following elements: 

2.2.1 Amplify | Platform:  Amplify Journey focuses on delivering exceptional front-end, consumer-facing technologies including but not limited to:  customised Websites, Customised mobile platforms (Android and iOS Apps), integrations with Ticketshop and Cashless Systems and loyalty programs. 

2.2.2 Amplify | Studio:  Amplify Studio is the powerhouse behind the Platform’s backend technologies, providing valuable insights and control over platform assets.  It includes but is not limited to a proprietary database setup, Knowledge base and AI Engine, 3rd Party data integrations, Dashboard and Reporting Suite, Communication Toolset and Content Management System (“CMS”). 

2.2.3 Amplify | Team:  Amplify Team operates as an extension of the Client’s organisation, offering a blend of business intelligence, consultancy and strategic guidance crucial for achieving operational excellence and commercial success.  The services of this module focus on strategic consultancy and digital data consultancy, aimed at optimising results through a data-driven decision-making culture.

2.3 Collaboration and Innovation  Amplify's commitment to data-driven decision-making and strategic collaboration is a cornerstone of Amplify’s unique value proposition within the festival and events industry.  By fostering a collaborative and supportive relationship with our third-party partners, Amplify aims to set new industry standards and create disruptive product offerings for high-value brands and enterprises.

2.5 Onsite Services:  Beyond the Platform, services provided by Amplify to the Client encompass activities performed by Amplify’s staff both at the event site and offsite during the event (the ‘Onsite Services’).  These services are designed to support and enhance event production and operations, ensuring an optimal experience for all participants.  Onsite Services include, but are not limited to, the provision of real-time insights, facilitation of community communications, delivery of business intelligence, and live updates and management of Amplify Platform content.  These Onsite Services are integral to achieving the operational, commercial, and experiential objectives of the event, embodying Amplify's commitment to excellence and client satisfaction.

Access & Use of the Amplify Platform

3.1 Client Responsibilities:

3.1.1 Account Creation and Access:  As part of the registration process to access and use the Platform, the Client must register a primary owner account for its Enterprise Workspace.  The Client may invite, authorise, or otherwise allow other individuals to access the Client’s Workspace in order to use the Platform (each an “Authorised User”) subject to the limits of the applicable Order Form.  Authorised Users may include the Client’s employees, permanent contractors and any other approved users the Client allows into its Workspace.  The Client is solely responsible for any actions, omissions, or other activity by the Client or its Authorised Users under the Client’s Workspace, including but not limited to any Client Content that the Client or any of its Authorised Users modifies, deletes, loses, or otherwise renders unrecoverable through its use of the Platform.

3.1.2 Access Requirements:  The Client will (a) be fully responsible for its Authorised Users’ compliance with this Agreement; (b) use commercially reasonable efforts to prevent unauthorised access under its account to the Platform or its Workspace (and promptly notify Amplify of any unauthorised access or use of its Amplify account so Amplify can assist the Client); (c) ensure that any Users who may be reasonably considered competitors of Amplify or its Partnered entities, are approved as Users by Amplify, in writing; and (d) use the Platform solely in accordance with Applicable Law.

3.1.3 End Users:  Any natural persons viewing, downloading, browsing, or otherwise accessing or using Client Content on Web or Mobile App are deemed the Client’s “End Users.”  The Client acknowledges and agrees that Amplify has no direct relationship with the Client’s End Users and Amplify is not responsible for how the Client processes or otherwise handles any End User information it collects.  The Client acknowledges and agrees that it is solely responsible for:  (a) providing any required notices, and (b) obtaining all required End User consents as required under Applicable Law.  To the extent Amplify has any legal obligations to assist with handling End User information, the Parties agree to execute Amplify’s Data Processing Addendum (the “DPA”) located at Amplify's official site, which enumerates such obligations.

3.1.4 Use Restrictions:  The Client shall not and will not authorise or direct any third party to directly or indirectly: (a) reverse engineer, decompile, disassemble, hack, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any related software; (b) modify, translate, or create derivative works based on the Platform or related software; (c) conduct penetration tests or engage in any activity that may cause an unreasonable network load on Amplify’s systems; (d) use the Platform or related software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or (e) remove any proprietary notices or labels. The Client shall not and will not authorise or direct any third party to directly or indirectly: (i) sell, resell, rent, or lease the Platform; (ii) use the Platform to store or transmit infringing, libellous, or otherwise unlawful or tortious material,

3.2 Additional Product Offerings:  In recognition of the evolving nature of Amplify's services and the diverse needs of the Client, Amplify may, from time to time, offer additional products, optimisations to existing products and services beyond those initially subscribed to by the Client (hereinafter referred to as 'Additional Product Offerings').  These Additional Product Offerings are designed to enhance the Customer's use of the Amplify Platform and may be provided either by Amplify directly or through third-party providers.  The Customer acknowledges that any decision to access, enable, integrate, or utilise such Additional Product Offerings is at the Customer's sole discretion and subject to the terms and conditions specific to each offering.

3.3 Compliance with Additional Product Offering Terms:  If the Client elects to use any Additional Product Offerings, it agrees to be bound by the applicable terms and conditions governing such use.  Should the Client not agree to these terms, it must refrain from accessing or using the Additional Product Offerings.  Amplify ensures that any new terms and conditions for all Additional Product Offerings will be made available to the Customer for review prior to use.  It is understood that these Additional Product Offerings, unless expressly integrated into this Agreement by reference, do not alter the terms of the existing Agreement between Amplify and the Client.

3.4 Accuracy of Information and Site Access:  The Client shall ensure the completeness and accuracy of all information provided to Amplify for the provision of Services.  The Client will also grant Amplify and its authorised representatives access to the event site during event production and event operations, which will be prepared appropriately to facilitate the effective delivery of services performed at the event site during the event including but not limited to, insights provisions, community communications, business intelligence reports, Amplify Journey content updates and management team consultation where appropriate (the “Onsite Services”).

3.5 Regulatory Compliance and Licences: The Client is responsible for procuring and maintaining all necessary licences, permissions, and consents required for the Platform and provision of Onsite Services.   Furthermore, the Client will adhere to all relevant laws and regulations applicable to the event, ensuring full regulatory compliance in all aspects concerning the Platform and Onsite Services in their territory.

3.6 Communication and Cooperation: The Client commits to maintaining open and efficient communication channels with Amplify.  This includes appointing a senior representative as the primary point of contact and providing access to key managers within the organisation to foster strong collaboration between the teams of the Parties.  The Client is committed to cooperating fully with Amplify in all matters concerning the Platform, facilitating a partnership that ensures the success of the event.

Privacy, Data Ownership & Processing 

4.1 Data Ownership:  The Client shall retain all rights, title, and interest in and to all data provided to or generated by the use of Amplify's services (the "Client Data").  For the purposes of this Agreement, the Client shall act as the Data Controller, and Amplify shall act solely as the Data Processor, processing the Client Data in accordance with the Client's instructions and applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR).

4.2 Data Processing Agreement:  The Parties shall enter into a Data Processing Agreement (“DPA”) that specifies the data protection and processing obligations of both parties, ensuring compliance with GDPR and any applicable Dutch data protection laws.  The DPA shall form an integral part of this Agreement and will require execution as part of this Agreement. 

4.3 Privacy:  To facilitate the use of the Amplify Platform and related services, the Client, its Authorised Users, and End Users may be required to provide certain Personal Information.  Amplify is committed to handling this Personal Information in accordance with applicable laws, the Data Processing Agreement (DPA) relevant to the Client's use of the Platform, and Amplify’s Global Privacy Policy.  This commitment is designed to protect the privacy and security of Personal Information, ensuring compliance with both Dutch regulations and international standards.  The Client confirms understanding and agreement to the collection, use, processing, and disclosure of Personal Information and aggregated data as outlined in the Privacy Policy, acknowledging that such policy is not a part of this Agreement but is crucial for the transparent and lawful operation of the Amplify Platform.

AI Services & Insights

5.1 Provision of AI Services:  Amplify commits to providing AI-based services ("AI Services"), including data analysis, insights generation, and strategic recommendations, utilising its proprietary AI algorithms and modelling.  These services are designed to support the Client in enhancing operational efficiencies and achieving commercial objectives for the event.

5.2 Integration of AI-Generated Insights: The Client acknowledges that AI-generated insights are intended to augment, not replace, the expertise and judgement of the Client's event professionals.  The Client 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 Client's experienced team.

5.3 Ownership and Use of AI-Generated Insights:  While the Client retains ownership of all data provided to Amplify ("Client Data"), the intellectual property rights in the AI technology itself, including any modifications, enhancements, or derivatives thereof created through the processing of the Client Data, remain with Amplify.  The Client is granted a non-exclusive right to use the AI-generated insights for its internal purposes, under the premise that such use respects the collaborative nature of this partnership and adheres to the principles outlined in this Agreement.

5.4 Acknowledgment of AI Limitations: The Client recognizes that the AI Services are based on complex statistical models and are subject to the inherent limitations of such technologies.  Accordingly, Amplify does not guarantee the infallibility or absolute accuracy of the insights generated.  

5.5 Rapid Changes in AI Technology:   The Client acknowledges and agrees that the field of artificial intelligence is subject to rapid and continuous development and innovation.  Amplify relies on third-party AI technologies and platforms to deliver certain aspects of its services, which are continually evolving.

5.6 Impact of Technological Advancements:  The Client understands that such advancements in AI technology can significantly enhance the capabilities and functionalities of the services provided by Amplify.  However, these changes may also necessitate adjustments in the way services are delivered, the tools used, and potentially the scope of the services themselves.

5.7 Flexibility in Service Delivery:  The Client agrees that Amplify may need to modify, enhance, or adapt its service offerings in response to changes in AI technology or market developments - which may or may not include a price increase for such services. Amplify commits to communicating any such changes to the Client in a timely manner and to collaborating with the Client to ensure that the evolution of the services continues to meet the Client’s needs and expectations.

5.8 Continuous Improvement Commitment:  Amplify is dedicated to continuous improvement and will strive to incorporate the latest advancements in AI technology to enhance the services provided.  The Client agrees to cooperate with Amplify in implementing such technological improvements and acknowledges that this may require periodic adjustments to practices, integration of new functionalities, or retraining of personnel to leverage enhanced capabilities.

Client Content

6.1 Intellectual Property Rights:  The Client retains all rights, title, and interest in and to the Client Content, including any Intellectual Property Rights therein.  By using the Amplify Platform, the Client grants Amplify a non-exclusive, royalty-free, worldwide licence to use, host, store, modify, reproduce, display, distribute, publish, and create derivative works from the Client Content, but solely to the extent necessary for Amplify to provide, optimise, and secure the Platform.  This licence does not extend to any other use of the Client Content by Amplify or any third party and respects the full ownership of the Client by all derivatives created thereof.

6.2 Customer Content Restrictions:  The Client agrees not to use the Amplify Platform to upload, post, distribute, or otherwise make available any content that violates Dutch law, infringes upon the rights of any third party, or is deemed by Amplify to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable.  Should any Client Content be found or reported to be in violation of this provision, Amplify reserves the right, at its discretion and after reasonable notice to the Cient to remove such content from the Platform.

6.3 No Responsibility of Amplify:  Amplify acts solely as a passive conduit for the distribution and publication of Client Content and does not undertake to review content for compliance with Dutch or other laws.  As such, Amplify assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.  The Client acknowledges that it is solely responsible for the creation, publication, and dissemination of its content and for ensuring that such content complies with Dutch law and the terms of this Agreement.

6.4 Copyright:  In accordance with applicable international intellectual property laws and recognizing the specific protections afforded under Dutch law, Amplify commits to respecting the copyright and intellectual property rights of all Parties.  Should Amplify become aware of any use of the Platform by the Client that infringes or is alleged to infringe on the intellectual property rights of a third party, Amplify reserves the right, in its sole discretion, to take appropriate actions.  These actions may include limiting or disabling the Client's access to the Platform and, in cases of repeated infringement as determined by Amplify, terminating the Client's account and access to the Platform.  The Client acknowledges this policy and agrees to use the Platform in a manner that respects the intellectual property rights of others.

Subscription Term

7.1 T&C Term:  This Agreement commences on the Effective Date as declared on the Order Form and will continue in effect until thirty (30) days after the expiration or termination of the Subscription Term, unless terminated earlier according to the provisions of this Agreement or mutually agreed upon in writing by both parties.  This framework provides a clear timeline for the duration of the Agreement while allowing for flexibility should the needs of either party change.

7.2 Subscription Term:  The duration for which the Client can access and use the Platform ('Subscription Term') is specified in the initial Order Form.  This Subscription Term forms the basis for the provision of the Platform by Amplify to the Client and is an essential element of the Agreement, defining the period during which the Client is entitled to access and use the Platform.

7.3 Renewal:  Initiation of Renewal Discussions: Approximately six (6) months prior to the expiration of the current Subscription Term, the Parties shall initiate discussions regarding the renewal of this Agreement. The purpose of these discussions is to mutually assess the performance of the services provided under the Agreement, the continuing alignment of the services with the Client's needs, and to negotiate any necessary adjustments to the services and associated fees for any subsequent Subscription Term.

Fees & Payment

8.1 Fees:  The Client agrees to pay Amplify the fees associated with access to and use of the Platform as described in the applicable Order Form, the ('Fees').  These Fees reflect the value of the Platform provided to the Client and are determined based on the services selected by the Client within the Order Form.  Unless explicitly stated otherwise within the Order Form, these Fees are fixed, non-cancelable, and non-refundable, ensuring both parties have a clear understanding of the financial commitments under this Agreement.

8.2 Payment Terms:  Amplify will invoice the Client for the Fees in accordance with the terms set out in the Order Form. In the case of other fees, the payment terms will be included in the order form or an addendum if applicable. The Client is responsible for ensuring timely payment of all invoices, with payment required within fourteen (14) days from the invoice date. This ensures a smooth financial relationship between Amplify and the Client, facilitating uninterrupted access to the Platform.

8.3 Taxes:  The Fees outlined in this Agreement and the Order Form do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever ('Taxes').  The Client is responsible for paying all Taxes associated with their agreements hereunder.  If Amplify has the legal obligation to pay or collect Taxes for which the Client is responsible, the appropriate amount shall be invoiced to and paid by the Client, unless the Client provides Amplify with a valid tax exemption certificate authorised by the appropriate taxing authority.

8.4 Withholding Taxes:  All payments made by the Client to Amplify under this Agreement shall be made in full without any deductions or withholdings for taxes or otherwise, except as required by law.  In the event that any payment is subject to deduction or withholding (including, but not limited to, cross-border withholding taxes) as mandated by applicable law, the Client and Amplify agree to collaborate in good faith to provide all necessary documentation and information to comply with such legal requirements. This cooperation aims to ensure that any applicable taxes are correctly and timely remitted to the relevant tax authority, minimising the impact on the agreed payment amounts and facilitating adherence to tax obligations. 

Confidentiality 

9.1 Protection:  Both Amplify and the Client acknowledge the importance of protecting confidential information to maintain trust and facilitate a productive business relationship.  For the purposes of this Agreement, 'Confidential Information' includes but is not limited to non-public technical, financial, or business information disclosed by either party ('Disclosing Party') to the other party ('Receiving Party'), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  The Receiving Party agrees to:  (i) protect and maintain the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of like nature but in no event less than a reasonable degree of care;  (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and  (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9.2 Exclusions:  The obligations set forth in this section do not apply to information that the Receiving Party can demonstrate:  (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;  (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;  (c) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party's files and records immediately prior to the time of disclosure;  (d) is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality;  (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party's possession; or  (f) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

Service Improvements, Feedback & Publicity

10.1 Service Improvements:  Notwithstanding any other provision of this Agreement, Amplify is entitled to compile, use, and analyse data and information resulting from the Client's use of the Platform, provided that such data is anonymized, de-identified, and aggregated in a manner that does not allow the identification of any individual ('Anonymized Data').  This utilisation of Anonymized Data is aimed at facilitating continuous improvement and enhancement of the Amplify Platform's services, ensuring that the Platform evolves to meet the needs of its users more effectively.  Amplify's use of Anonymized Data underlines our commitment to innovation and service excellence, enabling us to deliver an efficient and user-responsive platform.

10.2 Client Feedback:  The Client is encouraged but not obligated to provide Amplify with suggestions, enhancement requests, recommendations, or other forms of feedback regarding the Services ("Feedback").  By offering any Feedback, the Client grants Amplify the freedom to utilise this Feedback for any lawful purpose.  Amplify may incorporate such Feedback into its services, products, and marketing materials without any obligation to provide attribution or compensation to the Client.  This arrangement is designed to foster an open exchange of ideas, aiming to enhance the quality and effectiveness of Amplify's offerings, all within the framework of mutual respect and the shared goal of service excellence.

10.3 Publicity:  The Client hereby grants Amplify a limited right to use the Client's name, trademarks, and logos ("Client Marks") for the purpose of identifying the Client as a customer of Amplify in its promotional and marketing materials, subject to the Client's trademark usage guidelines as provided to Amplify from time to time.  This right is granted on a non-exclusive, royalty-free basis and is intended to celebrate the collaboration between Amplify and the Client. Amplify agrees to adhere to the Client's trademark usage guidelines and to ensure that any use of the Client Marks is done in a manner that respects the Client's brand integrity and complies with applicable laws and regulations.  The Client reserves the right to review and approve any specific uses of the Client Marks upon request, ensuring that the representation aligns with the Client's brand standards and public image.

Termination

11.1 Termination:  Either party may terminate this Agreement if the other party materially breaches any of its terms and conditions and fails to cure such breach within thirty (30) days after receipt of written notice.  Additionally, this Agreement may be terminated immediately by either party if the other becomes the subject of a petition in bankruptcy or any proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.  Finally, the Client may terminate this agreement as per the conditions set forth in the Order Form.

11.2 Effect of Termination:  Unless specified otherwise in the Order Form, upon the expiration or termination of this Agreement, the Client's rights to access and use the Amplify Platform will cease immediately.  Amplify commits to facilitating the Client's retrieval of Client Data for a period of sixty (60) days post-termination, ensuring the Client can secure their valuable information.  Should the Agreement be terminated by the Client due to Amplify's material breach, Amplify shall refund the Client any prepaid, unused fees covering the remainder of the Subscription Term from the effective date of termination.  Conversely, if the Agreement is terminated by Amplify due to the Client's material breach, the Client is required to promptly settle any outstanding fees for the remainder of the Subscription Term.  This clause ensures an equitable resolution of financial obligations upon termination.

11.3 Brand Matter:  Amplify reserves the right to suspend or terminate this Agreement immediately upon written notice to the Client if an event occurs that, in Amplify’s reasonable judgement, could significantly harm the reputation of Amplify’s trademarks or brand ('Brand Matter').  This includes, but is not limited to, situations involving the Client that are directly related to an alleged violation of the restrictions outlined in this Agreement.  Amplify’s decision to terminate the Agreement under this provision will be made with consideration to the nature of the Brand Matter and its potential impact on Amplify's brand integrity.

11.4 Surviving Provisions:  Certain provisions of this Agreement are intended to survive termination or expiration of the Agreement due to their nature and the context of their purpose.  These include, but are not limited to, obligations related to confidentiality (Clauses 9.1 and 9.2), any accrued rights to payment (Clauses 8.1 through 8.4), representations and warranties, indemnification obligations, and limitations of liability (Sections 12, 14 & 15). The survival of these provisions ensures ongoing protection and enforcement of critical rights and obligations, even after the Agreement's termination or expiration, facilitating a responsible and orderly conclusion to the Parties’ relationship.

Warranties and Disclaimers

Warranties:

12.1 Amplify Warranties:  Amplify warrants to the Client that it will provide the Platform and any Additional Product Offerings using a reasonable level of care and skill consistent with industry standards.  Amplify further warrants that it has the right to licence the Platform and any downloadable software components provided to the Client under this Agreement.

12.2 Mutual Warranties:  Both Amplify and the Client hereby make the following representations and warranties to one another:

(a) Legal Entity: Each Party represents and warrants that it is a legal entity duly organised, validly existing, and in good standing under the laws of the jurisdiction of its formation.

(b) Authority to Enter Agreement: Each Party has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance by each Party of its obligations and duties hereunder have been duly authorised by all necessary action on the part of each Party.

(c) Binding Obligation: This Agreement constitutes a legal, valid, and binding obligation of each Party, enforceable against each Party in accordance with its terms.

(d) Licences and Consents: Each Party has obtained and agrees to maintain throughout the Term all necessary licences, authorizations, approvals, and consents required to enter into and perform its obligations under this Agreement.

(e) Compliance with Laws: Each Party shall comply with all applicable laws, regulations, and ordinances in its performance of this Agreement, including but not limited to, applicable privacy and data protection laws.

Disclaimers:  

12.3 Third Party Services:  Except as expressly provided in this Agreement, the Platform, 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 the Platform will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Platform.  The Client acknowledges that Amplify uses third-party large language models and AI technologies to enhance the Platform'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.

12.4 Security:  Amplify employs commercially reasonable security measures consistent with industry standards to protect the data within the Platform.  However, the Client 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 Client is responsible for maintaining the security of their account credentials and for any activities or actions under their account.

12.6 Non-Provider Applications:  The Client may choose to integrate or use the Platform 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.

Force Majeure

13.1 Force Majeure Events:  Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event.  For the purposes of this Agreement, "Force Majeure Event" includes any act, event, non-happening, omission, or accident beyond the reasonable control of either party, including but not limited to strikes, lock-outs, or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

13.2 Notification and Mitigation:  A party affected by a Force Majeure Event shall promptly notify the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance.  Such notification shall include an estimation of the likely time frame for which the failure or delay will continue.  The affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under this Agreement.

13.3 Right to Terminate:  If the Force Majeure Event prevents, hinders, or delays the affected party's performance of its obligations for a continuous period of more than sixty (60) days, the other party may terminate this Agreement by giving fourteen (14) days written notice to the affected party.

Limitation of Liability

14.1 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 the Platform in the 12 months preceding the first incident that gave rise to the liability.

14.2 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.

14.3 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.

Indemnification

15.1 By Amplify:  Amplify shall indemnify, defend, and hold harmless the Client, along with its affiliates, officers, directors, employees, agents, successors, and assigns, from and against any and all losses, liabilities, damages, claims, penalties, fines, and expenses (including reasonable attorney fees), collectively referred to as "Losses," arising directly or indirectly from or related to: (i) any third-party claim that the services provided by Amplify under this Agreement, including the Platform, Amplify Team, Amplify Studio, Amplify Journey, and Onsite Services, infringe upon or misappropriate any third party’s intellectual property rights; (ii) Amplify’s breach of any warranties or obligations under this Agreement; and (iii) any negligent acts, omissions, or willful misconduct by Amplify or its personnel in the performance of the services under this Agreement.  Amplify’s obligations hereunder are conditioned on the Client providing prompt written notice of any claim, reasonable cooperation in the defence of such claim, and allowing Amplify sole control over the defence and settlement thereof.

15.2 By the Client:  The Client shall indemnify, defend, and hold harmless Amplify, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all Losses arising directly or indirectly from or related to: (i) the Client’s breach of this Agreement; (ii) any negligent acts, omissions, or willful misconduct by the Client or its personnel; (iii) any third-party claim related to the Client’s use of Amplify’s services beyond the scope permitted by this Agreement; and (iv) the Client’s failure to comply with applicable laws and regulations in the execution of the event or use of Amplify’s services.

15.3 Procedure:  The indemnified party agrees to promptly notify the indemnifying party in writing of any claim which might give rise to a duty of indemnification under this Agreement, providing the indemnifying party with the opportunity to defend and settle the claim at its own discretion and expense.  The indemnified party shall offer reasonable cooperation to the indemnifying party in defending the claim, with costs of such cooperation borne by the indemnifying party.  The indemnifying party shall not enter into any settlement that adversely affects the indemnified party's rights or interests without their prior written consent.

15.4 Exclusive Remedy:  This section sets forth the exclusive remedy available to the parties for any Losses arising under or related to this Agreement and shall not limit or affect the rights and remedies available to either party for breaches of this Agreement not subject to indemnification herein.

15.5 Dispute Resolution:  The Parties commit to expedite the resolution and control the costs of any dispute, controversy, or claim arising out of or related to this Agreement (a “Dispute”) by first engaging in a minimum of thirty (30) days of informal negotiations before initiating any arbitration or court proceeding.  These negotiations shall begin upon receipt of written notice from one party to the other, utilising the contact details specified in the Order Form, supplemented by an email to previously exchanged addresses.

Connectivity & Infrastructure for Onsite Services

16.1 Client's Responsibilities for Connectivity:  The Client shall be responsible for providing and maintaining all necessary connectivity and Wi-Fi infrastructure at the event site to enable the effective deployment and operation of Amplify's Onsite Services. This includes ensuring that all areas of operations that Amplify is required to carry out its Onsite Services, are adequately covered by the connectivity infrastructure.

16.2 Impact of Connectivity on Services: The Client acknowledges that loss of connectivity or inadequate infrastructure may significantly impact the performance of Amplify's services and the overall event experience.  Amplify shall not be held responsible for any service interruptions or data loss resulting from connectivity issues not within Amplify's control.

16.3 Cooperation in Infrastructure Planning: The Parties agree to collaborate closely in the planning and implementation stages to identify and address any potential connectivity and infrastructure challenges well in advance of the event.  The Client commits to providing Amplify with timely information and access as necessary to facilitate this collaboration. 

16.4 Crew Costs Responsibility:  The Client shall also be responsible for covering all crew-related costs incurred by Amplify in the delivery of Onsite Services.  This includes, but is not limited to, travel expenses, accommodation, crew catering, and any other necessary support costs for Amplify's personnel during the event setup, execution, and breakdown phases.  Specifically, the Client shall: (i) Arrange and pay for suitable accommodation for Amplify's crew members, ensuring it is within a reasonable distance from the event site;  (ii) Reimburse travel expenses for Amplify's crew, including, but not limited to, airfare, ground transportation, and any related travel costs;  (iii) Provide daily crew catering and necessary amenities on site to ensure the wellbeing and readiness of Amplify's personnel to perform their duties effectively.

General Provisions

17.1 Proprietary Rights:  Within the framework of this Agreement, all information provided by the Client to enable or utilise the provision of the Amplify Platform, including but not limited to the Client's Confidential Information, Personal Information, and Client Content, shall be collectively defined as 'Client Data'.  Ownership and proprietary rights in the Agreement are allocated as follows: (i) The Client shall retain all rights, title, and interest in and to the Client Data, encompassing all Intellectual Property Rights therein. (ii) Amplify shall retain all rights, title, and interest in and to the Amplify Platform, any related software, and all improvements, enhancements, or modifications thereto, as well as any software, inventions, or other technology developed by Amplify in connection with additional services or support provided to the Client.  This allocation respects the principle that each party should maintain ownership of its contributions, ensuring a fair and equitable distribution of rights that facilitates collaboration while safeguarding individual interests.

17.2 Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the Netherlands.

17.3 Jurisdiction:  Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the transactions contemplated hereby shall be instituted exclusively in the competent courts of the Netherlands. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

17.4 Amendment and Modification:  This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by duly authorised representatives of both Parties.  Any changes, additions, or deletions by the Parties to the terms of this Agreement will not be effective unless made in writing and mutually agreed upon on the Order Form. 

17.5 Entire Agreement:  This Agreement, including all referenced exhibits, annexes, and Order Forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

17.6 Assignment:  Neither Party may assign or transfer any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of all or substantially all of the assets of the assigning Party to a third party. Any purported assignment or delegation in violation of this section is null and void.  No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.

17.7 Notices:  All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth on the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this section). Notices sent in accordance with this section will be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when sent, if sent by email (with confirmation of transmission) on a business day before 5:00 p.m., and on the next business day if sent after 5:00 p.m.; and (c) on the [third] business day after the date mailed, if sent by certified or registered mail, return receipt requested.

17.8 Waiver:  No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right. The failure or delay of any Party to exercise any right, remedy, power, or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17.9 Severability:  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby are fulfilled to the extent possible.

17.10 Interpretation: In this Agreement unless the context otherwise requires: 

1. Headings and Titles: The headings, titles, and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
2. Formatting: The use of bold, italics, underlining, or other emphasis within this Agreement does not affect the interpretation of the contractual provisions. Such formatting is intended solely for ease of reference or to highlight provisions of particular importance.
3. Inclusive Terms: Words such as "including," "include," "in particular," and any similar expressions shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
4. Singular and Plural: Words in the singular include the plural and those in the plural include the singular.
5. References to Sections: References to sections, annexes, exhibits, schedules, and appendices are to those parts of this Agreement, unless otherwise specified. All annexes, exhibits, schedules, and appendices attached to this Agreement form an integral part of it and are incorporated herein by reference.
6. Statutory References: Any reference to a law, statute, regulation, or ordinance includes all amendments, extensions, renewals, replacements, or re-enactments thereof, as well as any regulations and statutory instruments issued thereunder.
7. Party References: References to a "Party" or "Parties" refer to the signatories to this Agreement and include their respective successors, permitted assigns, and legal representatives.