Amplify Security Terms of Service

Last Updated: 2025-05-22

These Terms of Service (together with any applicable Order Form(s), this “Agreement”) and the Privacy Notice at Privacy Policy govern your use of the Subscription Services (as defined below) offered by Amplify Security, Inc. (“Amplify Security”) to you (“Customer”) and accessible via https://amplify.security (“Site”). By clicking “Sign up” or “Log in” buttons or otherwise accessing or using the Subscription Services, or entering into an Order Form that references these Terms of Service, Customer agrees to be bound by this Agreement. If Customer does not agree to be bound by this Agreement, Customer may not access or use the Subscription Services.

If you are accessing and using the Subscription Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, “Customer” will refer to that entity.

Amplify Security and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. DEFINITIONS.

(a) “Amplify Security IP” means the Site, the Subscription Services, the underlying software provided in conjunction with the Subscription Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services, Documentation, Service Information, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
(b) “Authorized User” means an employee or contractor whom Customer has authorized to Use the Subscription Services.
(c) “Customer Code” means the software or computer code included in the Customer Materials.
(d) “Customer Materials” means all information, data, software or computer code, and other materials, in any form or medium, that is submitted, collected, transmitted or otherwise provided by or on behalf of Customer through the Subscription Services or to Amplify Security in connection with Customer’s Use of the Subscription Services, but excluding, for clarity, Service Information and any other Amplify Security IP.
(e) “Developer Authorized User” means an Authorized User that is designated by Customer, and is given rights by Amplify Security to Use the Subscription Services, as a developer.
(f) “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Amplify Security to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.
(g) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(h) “Licensed Volume” means the limits, volume or other measurement or conditions of permitted Use for the applicable Subscription Service as set forth in the applicable Order Form or Pricing Plan, as applicable, including any limits on the number of Authorized Users and Developer Authorized Users permitted to Use the Subscription Services based on Customer’s subscription tier.
(i) “Order Form” means: a (i) mutually executed order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by Amplify Security in writing; or (iii) quote issued by Amplify Security and accepted by Customer, in each case which references these Terms of Service.
(j) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
(k) “Pricing Plan” means the pricing plan for the Subscription Services that Customer chooses and agrees to pay for from the available options provided by Amplify Security on the Site.
(l) “Subscription Services” means Amplify Security’s proprietary software platform and services designed to enable software vulnerability and security management, as more particularly described or identified in the applicable Order Form or Pricing Plan.
(m) “Use” means to use and/or access the Subscription Services in accordance with this Agreement and the Documentation.

2. SUBSCRIPTION SERVICES; ACCESS AND USE.

(a) Use of the Subscription Services. Subject to the terms and conditions of this Agreement, Amplify Security hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 14(f)) right to Use the Subscription Services during the Term, solely for Customer’s internal business purposes in accordance with, and subject to, the Licensed Volume.
(b) Use Restrictions. Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the Subscription Services or Documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Subscription Services to any other Person, or otherwise allow any Person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the Subscription Services 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; (vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby; (vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Amplify Security for use expressly for such purposes; or (viii) use the Subscription Services, Documentation or any other Amplify Security Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Subscription Services.
(c) Authorized Users. Customer will not allow any Person other than Authorized Users to Use the Subscription Services. Customer may permit Authorized Users to Use the Subscription Services, provided that: (i) the Use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and other Documentation provided to Customer and Customer is responsible for acts or omissions by Authorized Users in connection with their Use of the Subscription Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Amplify Security if Customer knows or reasonably suspects that any user name and/or password has been compromised. Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is created.
(d) Third-Party Services. Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Subscription Services. Amplify Security does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Services.
(e) Feedback. From time to time Customer or its employees, contractors, or representatives may provide Amplify Security with suggestions, comments, feedback or the like with regard to the Subscription Services (collectively, “Feedback”). Customer hereby grants Amplify Security a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Amplify Security’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Subscription Services.

3. PRIVACY NOTICE.

Customer acknowledges that its Use of the Subscription Services is subject to Amplify Security’s Privacy Notice, which includes information on how Amplify Security collects, uses and shares Customer’s information.

4. FEES AND PAYMENT.

(a) Fees. Customer will pay Amplify Security the non-refundable fees set forth in the applicable Pricing Plan, or if the Parties have entered into an Order Form, in the relevant Order Form (“Fees”) in accordance with the terms in the applicable Pricing Plan or Order Form and without offset or deduction. Amplify Security reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial term or then-current renewal term (in accordance with the applicable Pricing Plan or Order Form), upon sixty (60) days’ prior notice to Customer (which may be sent by email).

(b) Payments.
1. (i)             Payments due to Amplify Security under this Agreement must be made in U.S. dollars.
  
  (ii)           If Amplify Security issues an invoice to Customer in accordance with an Order Form, then unless otherwise provided in such Order Form, Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.
  
  (iii)         If Customer has signed up for automatic billing, Amplify Security will charge Customer’s selected payment method (such as a credit card or debit card) for any Fees on the applicable payment date, including any applicable taxes. If Amplify Security cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Amplify Security will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Amplify Security may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.
  
  (iv)          All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Amplify Security may suspend Customer from using the Subscription Services until all payments are made in full. Customer will reimburse Amplify Security for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
  
  (c)            Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Amplify Security hereunder, other than any taxes imposed on Amplify Security’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Amplify Security hereunder, Customer will pay an additional amount, so that Amplify Security receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

5. CONFIDENTIAL INFORMATION.

(a) Definitions. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the non-public aspects of the Subscription Services and the Documentation will be deemed Confidential Information of Amplify Security. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

(b) Confidentiality. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except: (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

6. SUPPORT.

Amplify Security will provide reasonable technical support to Customer by electronic mail and/or phone in connection with its Use of the Subscription Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Mountain Time, with the exception of U.S. federal holidays, subject to the following conditions: (i) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) Customer will reasonably cooperate with Amplify Security support staff as needed to resolve the issue.

7. OWNERSHIP AND USE.

(a) Amplify Security IP. Subject to the limited rights expressly granted hereunder, Amplify Security reserves and, as between the Parties will solely own, the Amplify Security IP and all rights, title and interest in and to the Amplify Security IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
(b) Customer Materials; Output. Amplify Security acknowledges that, as between Customer and Amplify Security and except as set forth in Section 7(c), Customer owns and retains all right, title and interest in and to all Customer Materials. The Parties acknowledge that the Subscription Services will generate automated computer code in response to vulnerabilities identified by the Subscription Services on the Customer Code (each, “Output”). As between the Parties, to the extent permitted by applicable law and subject to the terms below as to open source software: (i) Customer owns all right, title and interest in and to all Output; and (ii) subject to Customer’s compliance of the terms and conditions of this Agreement, Amplify Security assigns to Customer all its right, title, and interest in and to the Output. Customer acknowledges that Output may include open source software components; use of any such components by Customer will be subject to the applicable open source software license (references to which may be set out in the Subscription Services interface or in a text file, installation file or folder accompanying the open source software).
(c) Use of Customer Materials and Output. Customer hereby grants Amplify Security a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform, modify the Customer Materials and Output solely for the purpose of hosting, operating, and providing the Subscription Services to Customer during the Term, and as necessary to comply with applicable law. Amplify Security may develop or derive data in deidentified form from: (i) Customer Materials and Output; and (ii) Customer’s and its Authorized User’s use of the Subscription Services, including, without limitation, any usage data, trends or insights with respect to the Subscription Services, the type and nature of a software vulnerability and/or how to fix it (collectively, “Service Information”).

8. REPRESENTATIONS AND WARRANTIES.

(a) General. Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

(b) Customer Materials. Customer represents and warrants that: (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy notice or policy) as contemplated by this Agreement; and (ii) Amplify Security’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.

9. INDEMNIFICATION.

(a) Amplify Security Indemnification. Subject to Section 9(b), Amplify Security will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s Use of the Subscription Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Amplify Security (including reasonable attorneys’ fees) resulting from such Claim.
(b) Exclusions. Amplify Security’s obligations under Section 9(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials or Output; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Amplify Security; (iv) modifications to the Subscription Services by anyone other than Amplify Security; or (v) combinations of the Subscription Services with software, data or materials not provided by Amplify Security.
(c) IP Remedies. If Amplify Security reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Amplify Security may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue Use. If Amplify Security determines that neither alternative is commercially practicable, Amplify Security may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. The rights and remedies set forth in this Section 9 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services.
(d) Customer Indemnification. Customer will defend Amplify Security against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) Use of the Subscription Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2(b), and in each case, will indemnify and hold harmless Amplify Security against any damages and costs awarded against Amplify Security or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
(e) Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

10. DISCLAIMERS.

(a) General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SUBSCRIPTION SERVICES AND OTHER AMPLIFY SECURITY IP ARE PROVIDED ON AN “AS IS” BASIS, AND AMPLIFY SECURITY MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE AMPLIFY SECURITY IP, THE SUBSCRIPTION SERVICES, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPLIFY SECURITY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, AMPLIFY SECURITY HEREBY DISCLAIMS ANY WARRANTY THAT: (I) USE OF THE SUBSCRIPTION SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED; OR (II) AMPLIFY SECURITY OR THE SUBSCRIPTION SERVICES WILL FIND, REPORT OR FIX ALL VULNERABILITIES IN THE CUSTOMER CODE. CUSTOMER FURTHER ACKNOWLEDGES THAT USE OF THE SUBSCRIPTION SERVICES DOES NOT CONSTITUTE ANY FORM OF REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CUSTOMER CODE IS SECURE OR VULNERABILITY-FREE, EVEN IF ALL OUTPUT IS FULLY IMPLEMENTED.

(b) Similarity, Accuracy and Appropriateness of Output. Due to the nature of generative artificial intelligence and machine learning, Output may not be unique and the Subscription Services may generate the same or similar output for Amplify Security or third parties. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SUBSCRIPTION SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OR OTHERWISE UNDESIRABLE. NOTWITHSTANDING ANYTHING ELSE SET OUT IN THIS AGREEMENT, AMPLIFY SECURITY WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE OUTPUT OR ANY OF THEIR USE BY CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE CONTENT, NATURE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.

11. LIMITATIONS OF LIABILITY.

(a)            Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE AMPLIFY SECURITY IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b)           TOTAL LIABILITY. IN NO EVENT WILL AMPLIFY SECURITY’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AMPLIFY SECURITY IP OR THE PROVISION OF THE SUBSCRIPTION SERVICES EXCEED: (I) THE FEES ACTUALLY PAID BY CUSTOMER TO AMPLIFY SECURITY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT; OR (II) $1,000 IF NO FEES ARE DUE BY CUSTOMER TO AMPLIFY SECURITY UNDER THIS AGREEMENT; IN EACH CASE, LESS ALL AMOUNTS PAID BY AMPLIFY SECURITY TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT AMPLIFY SECURITY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(c)            Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11. ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN AMPLIFY SECURITY AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

12. TERM AND TERMINATION.

(a) Term. If Customer has entered into an Order Form, the term of this Agreement will be as defined in the applicable Order Form, unless earlier terminated as set forth herein. If Customer has not entered into an Order Form, this Agreement will be in effect for the term defined in the applicable Pricing Plan, unless earlier terminated as permitted herein. The term of this Agreement, as applicable in accordance with this Section 12(a), will be the “Term.”
(b) Termination; Suspension. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Amplify Security may suspend Customer’s access to and use of the Subscription Services, including suspending access to Customer’s account, in Amplify Security’s sole discretion, at any time and without notice to Customer.
(c) Survival. This Section 12(c) and Sections 1, 2(b), 2(c), 2(e), 4, 5, 7, 9, 10, 12(d) and 14 survive any termination or expiration of this Agreement.
(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a). will terminate; and (ii) Customer will return or destroy, at Amplify Security’s sole option, all Amplify Security Confidential Information in its possession or control, including permanent removal of such Amplify Security Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Amplify Security’s request, certify in writing to Amplify Security that the Amplify Security Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

13. TRADEMARKS.

Customer hereby grants Amplify Security a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) during the Term in connection with: (i) the hosting, operation and maintenance of the Subscription Services; and (ii) Amplify Security’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of Amplify Security and in case studies. All goodwill and improved reputation generated by Amplify Security’s use of the Customer Marks inures to the exclusive benefit of Customer. Amplify Security will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted hereunder.

14. GENERAL.

(a) Amendment. Amplify Security may modify these Terms of Service (but not an Order Form) from time to time in its sole discretion. Amplify Security will provide notice of any such modifications by posting the updated Terms of Service on the Site and/or the Subscription Services’ interface and/or through other communications. If Customer continues to use the Subscription Services after Amplify Security has posted or provided notice of updated Terms of Service, Customer will be bound by the updated Terms of Service. An Order Form may be amended or modified only by a written document executed by duly representatives of the Parties.
(b) Notices. Any notices or other communications provided by Amplify Security under this Agreement will be given: (i) via email to the email address associated with Customer’s account; (ii) to the address provided on the applicable Order Form, if applicable; or (iii) by posting to the Subscription Services. All notices or other communications provided to Amplify Security hereunder will be in writing and will be sent to: Amplify Security, Inc., 9201 W. State St. Ste 133, Boise, ID 83714, or hello@amplify.security, and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed.
(c) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
(d) Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
(e) U.S. Government End Users. The Subscription Services, software and Documentation were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Subscription Services, software and Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Subscription Services, software and Documentation.
(f) Miscellaneous. This Agreement is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. Amplify Security may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Amplify Security remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Amplify Security will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Amplify Security. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Subscription Services, software, any Customer Materials, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.

15. CONTACT INFORMATION.

If you have any questions about this Agreement or the Subscription Services, please contact Amplify Security at hello@amplify.security.