Terms of Use

Welcome to Ampd,

Ampd ("Ampd", “we” or “us”) develops and operates a cloud-based ad management and analysis platform ("Platform") and also provides certain managed services (“Managed Services,” and collectively with the Platform and any of our other services via any websites, applications, mobile applications, software or other properties operated by Ampd, our “Services”). Our Services make it easy for customers of Ampd, such as you (“you” or “Subscriber”), to manage and optimize their digital ad campaigns across multiple ad networks, including but not limited to those managed by Amazon, Google and Facebook. Our Services are more fully described in Exhibit A of these Terms. We also operate websites, including without limitation at www.ampd.io (collectively, our “Sites”).

This document, the Ampd Terms of Service (these "Terms"), outlines the terms regarding your use of our Services and our Sites. These Terms are a legally binding contract between you and Ampd, so please read carefully. If you do not agree with these Terms, please do not register for or use our Services or our Sites. By using our Services or our Sites, or by registering for an Ampd account, you are agreeing to be bound by these Terms. The specific Services of ours that you will have the right to use under these Terms will be set forth in a sales form, order form, statement of work or similar document that you enter into with Ampd that incorporates by reference these Terms.

If you are accessing or using our Services or our Sites on behalf of an organization, you are agreeing to these Terms for that organization and warranting to Ampd that you have the authority to bind that organization to these Terms. 

Privacy

In order to operate our Services and our Sites and maintain contact with our customers, Ampd collects, maintains and uses certain personal information. How we collect, use, store and protect this information is detailed in our Privacy Policy (our “Privacy Policy”). You acknowledge that your use of our Services and our Sites is subject to our Privacy Policy.

Changes to These Terms

We reserve the right to modify these Terms at any time. We will post the most current version of these Terms at Ampd.io. If we make any material changes to these Terms, we will notify you via email to the address associated with your Ampd account. If you do not accept these changes, you must stop using our Services and our Sites and cancel your Ampd account by emailing info@ampd.io. Your continued use of our Services or our Sites after we publish or send notice about changes to these Terms means that you are consenting to the updated terms.

Definitions

As used in these Terms:

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Authorized Users to access our Services.

“Authorized User” means your employees, representatives or consultants who are authorized by you to use our Service on your behalf and have been supplied Access Protocols for this purpose.

“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Sites.

“Documentation” means the technical materials provided or made available by Ampd to you that describe the features, functionality or operation of the Platform.

“Subscriber Data” means your data that Ampd receives from Third Party Services, as authorized by you, due to your use of the Platform.

“Your Content” means any Content submitted to the Sites by you.

Provision of Services

Subject to these Terms, we hereby grant you, solely for your internal use and business purposes during the Term, a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access and use our Services and the Documentation. You agree that your purchase of the subscription to use our Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by us with respect to future functionality or features. You will not, and will not permit any Authorized User or other party to: (a) reverse engineer, disassemble, decompile, modify, copy or make derivative works of our Services; (b) interfere in any manner with the integrity, performance or operation of our Services or the data contained therein; or (c) access or use our Services to build a similar or competitive product or service. Any future release, update, or other change to functionality of our Services (if any) will be subject to these Terms unless Ampd expressly states otherwise.

Ownership; Feedback

We retain all right, title and interest in and to the Platform and Documentation, including without limitation all improvements, enhancements or modifications thereto and any data that is generated by the Platform. Other than as expressly set forth in these Terms, no license or other rights in the Platform are granted to you. You hereby grants to us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into our Services any suggestions, enhancement requests, recommendations or other feedback provided by you or Authorized Users relating to our Services (“Feedback”), provided that such Feedback does not include your Confidential Information.

Subscriber Data

We do not directly collect or receive Subscriber Data from you. Our access to, or use of, Subscriber Data is through third parties (for example, Amazon Services LLC and/or its affiliates) to whom you have authorized us to collect or access Subscriber Data. We will maintain reasonable administrative, physical and technical safeguards for protection of the confidentiality of Subscriber Data. In the event of unavailability or outage, you may be unable to retrieve, or be at risk of losing, Subscriber Data. We recommend that you regularly back up Subscriber Data. As between you and us, you will at all times remain the exclusive owner of Subscriber Data. Notwithstanding the above, you expressly consents to our use of Subscriber Data (a) as necessary to provide our Services to you and (b) on an aggregated and anonymized basis, in which any information that could reasonably identify you will be removed or changed before the Subscriber Data is used, to improve our Service and our related product and service offerings, to create new Ampd services relating to our Services, and to publish aggregated results

Fees

In consideration for your access to and use of our Services under these Terms, you will pay to us the fees set forth in the applicable sales form, order form or statement of work. Fees may include a monthly subscription amount, which will be a percentage of monthly advertising spend, and a managed services fee, which will be an additional percentage of monthly advertising spend. You shall pay to us the fees within thirty (30) days of its receipt of an invoice from us for such fees. You shall solely be responsible for any transaction or other costs associated with any such payments, including any costs associated with currency conversion or wire transfer fees. All payments by you to us under these Terms shall be in the form of a wire transfer or ACH. If you fail to pay any amount due under these Terms on or before the due date for such payment, we shall have the right to apply a monthly interest at the rate of one and one-half percent (1.5%), to the maximum yearly amount allowed based on applicable law, which will automatically accrue on all past due balances. All fees set forth herein are in U.S. Dollars, and all payments shall be in U.S. Dollars unless expressly agreed to by Ampd. You may request to pay using a credit card, in which case the fees owed will include an additional charge of three percent (3%). We reserves the right (in addition to any other rights or remedies we may have) to suspend your access to our Services if any fees are more than ten (10) days overdue until such amounts are paid in full. The fees are exclusive of, and you will pay, all sales, use, excise, value-added, and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon you in connection with these Terms, except for taxes based on Ampd’s net income.

Your Responsibilities

You may permit any Authorized User to access and use the features and functions of our Services as contemplated by these Terms, and each Authorized User will be assigned a unique user identification name and password. You will be fully and solely responsible for all activities that occur under your account, including but not limited to the activities of Authorized Users, and you shall be liable for any breach by any Authorized User of these Terms as if such breach were made by you. You will notify us promptly of any unauthorized access to or use of our Services known to you.

The Platform allows you to link your Ampd account with various third party services, including but not limited to Google Ads (each, a “Third Party Service”). By linking with a Third Party Service, (a) You acknowledge and agree that we may access, make available and store any information that you have provided to or stored in your Third Party Service account and perform certain operations through the Third Party Service on your behalf solely in accordance with and for the Term for the purpose of providing our Services to you; and (b) you represent and warrant that you are entitled to grant us access to your Third Party Service account without breach by you of any Third Party Service terms and conditions and without obligating us to pay any fees or making us subject to any usage limitations. You acknowledge and agree that you solely are responsible and liable to the Third Party Services for all of its advertising spend under these Terms, including without limitation the monthly advertising spend, and that in addition to your indemnification obligations as set forth in the Section below titled “Indemnification Obligations”, you agree to fully reimburse us for any and all amounts that we are required to pay to the Third Party Services for your advertising spend under these Terms should the Third Party Services seek such payment directly from Ampd.

Warranties and Disclaimers

We represent and warrant to you that our Services will operate in accordance with the Documentation in all material respects during the Term. Provided that you notify us in writing of any breach of the foregoing warranty during the Term hereof, we will, as your sole and exclusive remedy, provide the support set forth in Exhibit B of these Terms. We further represent and warrant that (a) we will use commercially reasonable efforts to ensure that the Platform will be free of any viruses, malware, or other harmful code, (b) the Managed Services and Additional Services will be performed in a professional and workmanlike manner and (c) we will only use the access to your account to any Third Party Service for the provision of our Services to you in accordance with, and for the Term of, this Agreement. You and we each represent and warrant that it is in material compliance with, and will during the Term continue to be in material compliance with, any and all applicable laws and regulations, specifically any data protection or privacy laws applicable to it.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO YOUR USE OF OUR SERVICES OR OUR SITES. WE ALSO SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU UNDERSTAND THAT USE OF OUR SERVICES AND OUR SITES IS AT YOUR OWN RISK AND THAT WE PROVIDE OUR SERVICE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING OUR SERVICES AND OUR SITES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE SECTION TITLED “INDEMNIFICATION”, A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE SECTION TITLED “CONFIDENTIALITY”, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL AMPD, OUR AFFILIATES, SUPPLIERS OR LICENSORS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY THE FAILURE OF OUR SERVICES OR OUR SITES, FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, GOODS OR TECHNOLOGY, OR FOR ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SERVICE, AND (B) IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR (I) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR (II) AGGREGATE CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT EXCEEDING THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.

Confidentiality

“Confidential Information” means any nonpublic information of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving Party (the “Receiving Party”) knows or reasonably should have known is the confidential or proprietary information of the Disclosing Party. Confidential Information includes, without limitation, a Party’s personal data, financial, pricing and strategy information, and technical or customer information. Information will not constitute the Disclosing Party’s Confidential Information if it (i) is already known by the Receiving Party without obligation of confidentiality; (ii) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (iii) is publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party agrees (a) not to use or disclose any Confidential Information except as expressly authorized by this Agreement; (b) to protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with less than reasonable care; (c) to hold the Disclosing Party’s Confidential Information in strict confidence; and (d) to limit access to the Disclosing Party’s Confidential Information to those of its employees, agents or Authorized Users having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body or otherwise required by law, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek an appropriate protective order.

Indemnification

Each Party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other Party and its directors, employees, contractors and agents (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) for any claims, actions, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) due to any third party claim arising out of or relating to (a) the Indemnifying Party’s breach of these Terms or (b) the Indemnifying Party’s gross negligence or willful misconduct.

We will indemnify, defend and hold harmless you and your directors, employees, contractors and agents for any Claims due to any third party claim that the Platform, as delivered, infringes, misappropriates or violates such third party’s intellectual property rights. If any portion of the Platform becomes, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option: (a) procure for you the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate your order and these Terms with you and refund any prepaid fees actually paid by you to us applicable to the remainder of the Term then in effect, including the Platform fee on a pro-rata basis. Notwithstanding the foregoing, we will have no obligation under this Section or otherwise with respect to any infringement claim based upon (x) any use of the Platform not in accordance with these Terms or as specified in the Documentation; (y) any use of the Platform in combination with other products, equipment, software or data not supplied or authorized by us; or (z) any modification of the Platform by any person other than us or our authorized agents. This paragraph states our entire liability and your sole and exclusive remedy for third party infringement claims based on the Platform.

You will indemnify, defend and hold harmless Ampd and our directors, employees, contractors and agents for any Claims due to any third party claim arising out of or relating to (a) your use of our Services or our Sites, except to the extent the claim is subject to our indemnification obligations under the prior two paragraphs; (b) your products; (c) Subscriber Data; or (d) Your Content.

An Indemnified Party seeking to be indemnified under the provisions of this Section must (a) promptly notify the Indemnifying Party in writing of any third-party claim, suit, or action for which it is seeking an indemnity hereunder, (b) give the Indemnifying Party sole control over the defense of such claim, suit or action and any related settlement negotiations, and (c) cooperate and, at Indemnifying Party’s reasonable request and expense, assist in such defense; provided that the Indemnifying Party may not enter into any settlement that results in monetary liability to, or admission of liability by, the Indemnified Party without the Indemnified Party’s prior written consent.

Term and Termination

The term of your subscription to our Services will be as set forth in the applicable sales form, order form or statement of work. You will be subject to these Terms so long as your subscription to our Services continues, or you otherwise continue to use our Services or our Sites.

Unless otherwise specified in the applicable sales form, order form or statement of work, either you or Ampd may terminate the applicable sales form, order form or statement of work at any time upon the uncured material breach of these Terms or such applicable sales form, order form or statement of work by the other party with at least thirty (30) days' prior written notice to the other party, provided that the material breach has not been cured prior to the end of the notice period. In the event of a material breach of these Terms or the applicable sales form, order form or statement of work by you, we may immediately suspend your account for our Services until such material breach has been cured. Should you terminate the applicable sales form, order form or statement of work due to a material breach by Ampd, we shall refund any prepaid fees actually paid by you to us applicable to the applicable sales form, order form or statement of work, to the remainder of the term then in effect, including the Platform fee on a pro-rata basis, within thirty (30) days of the termination date.

Upon termination or expiration of these Terms and the applicable sales form, order form or statement of work for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, will immediately terminate; (b) any amounts owed to Ampd under these Terms and the applicable sales form, order form or statement of work will become immediately due and payable; and (c) each party will return to the other all property of the other party. The sections titled “Definitions,” “Ownership; Feedback,” “Subscriber Data,” Your Responsibilities,” “Warranties and Disclaimers,” “Limitation of Liability,” Confidentiality,” “Indemnification,” “Force Majeure,” and “Miscellaneous” will survive expiration or termination of these Terms for any reason.

Force Majeure

A party will not be liable hereunder by reason of any failure or delay in the performance of its obligations under these Terms on account of strikes, shortages, riots, insurrection, pandemics, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, material shortages or any other cause that is beyond the reasonable control of a party and that affects a party’s obligations to perform under the Terms (“Force Majeure Event”). A party suffering a Force Majeure Event shall notify the other Party (“Non-Affected Party”) in writing (“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the cause of the Force Majeure Event and a good faith estimate of the time required to restore full performance. If the Force Majeure Event continues for a period of more than thirty (30) days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate these Terms and the applicable sales form, order form or statement of work. Should you terminate these Terms and the applicable sales form, order form or statement of work under this Section, we shall refund to you any prepaid fees actually paid by you to us applicable to the remainder of the term then in effect, on a pro-rata basis, within thirty (30) days of the termination date.

Community Standards for Our Sites

We are not responsible for the conduct of any users of our Sites. You will act in a professional, respectful, ethical, and lawful manner when using our Sites. Without limiting the foregoing, you represent, warrant, and agree that you will not, directly or indirectly: (i) remove any trademark or copyright notices or watermarks contained on our Sites, or any of our Content on our Sites; (ii) use manual or automated means to trawl, mine, scrape, frame, or mirror our Sites or our Content; (iii) post or transmit any of Your Content, submit any request, or otherwise behave in any manner, that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (iv) impersonate any person or misrepresent your identity or affiliation; or (v) otherwise violate any of our published rules, policies, or guidelines as to our Sites.

If you believe that any Content infringes your copyrights or that your intellectual property rights have been otherwise harmed, immediately notify our designated copyright agent by emailing info@ampd.io Your notice must comply with the requirements of the DMCA by including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you repeatedly infringe third party copyrights (e.g., by submitting Content without permission), whether proven or alleged, it is our policy to terminate your access to our Sites and our Services.

We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content that we deem objectionable in any way. By submitting any of Your Content, you: (i) represent and warrant that you have all right, title, and interest to do so; (ii) acknowledge that Your Content will not be treated as confidential, and may be publicly visible via our Sites; (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote our Sites and our Services) without attribution or compensation; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any of Your Content.

YOU ACKNOWLEDGE THAT YOUR CONTENT WILL NOT BE KEPT CONFIDENTIAL AND WILL BE VISIBLE TO SOME OR ALL USERS OF OUR SITES. YOUR SUBMISSION OF YOUR CONTENT IS AT YOUR OWN SOLE RISK. PLEASE DO NOT SUBMIT ANY OF YOUR CONTENT THAT YOU WOULD PREFER TO KEEP CONFIDENTIAL.

Consent to Electronic Communications and Solicitation

By registering with Ampd, you understand that we may send you, including via email, information regarding our Services and our Sites, including notices about your use of our Services and our Sites, updates to our Services and our Sites including new products or features, and promotional materials. Your message settings can be controlled through our web and mobile applications, or you can unsubscribe by following instructions in the message you receive.

Notices emailed to you concerning your Ampd account will be considered given and received when the email is sent. If you do not consent to receiving notices electronically (not including promotional materials), you must stop using our Services and our Sites.

Miscellaneous

You agree that we may use your name and logo in Ampd’s marketing materials or communications for the sole purpose of indicating you as an Ampd customer. These Terms will be governed and interpreted under the laws of the State of Delaware without giving effect to any conflicts of laws principles. You and we hereby expressly consent to the personal jurisdiction and venue in the state and federal courts in New Castle County, Delaware. If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Neither party will assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other Party. These Terms will be binding upon the parties and their respective successors and permitted assigns. Your relationship to Ampd is that of an independent contractor, and neither party is an agent or partner of the other. All notices required or permitted under these Terms must be delivered in writing by hand delivery, by registered, express or certified mail, return receipt requested, postage prepaid, or by nationally-recognized private express courier, or by email, to either party at addresses of which either party may so notify the other. These Terms, the applicable sales form, order form or statement of work, and any exhibits and amendments, is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.

Contact

For more information or for help in answering any questions about these Terms, please contact us at info@ampd.io.

EXHIBIT A

PRODUCT AND SERVICE DESCRIPTION

 A. Ampd Intelligence^® (“Platform”)

1. Marketplaces and Channels: Ampd Intelligence is an advertising platform that connects Google Ads to Amazon Marketplace.
2. Software Authorized Users: Ampd makes this available to Authorized Users to use our Services on your behalf and has supplied Access Protocols for this purpose.

Depending on the channel and/or marketplace, some of the capabilities and features may include:

• Attribution integration
• Intelligent campaign creation
• Intelligent campaign management
• Predictive bid management
• Reporting and insights
• Ampd Command Center^® with admin controls
• CSV or Excel export
• Ampd University with Ampd certification.     

3. Onboarding and Customer Success Support:

• Onboarding Call
• Ampd Training
• Ampd University
• Ampd Knowledge Base
• Ampd Chat support
• Initial campaign set up (one-time)
• Monthly Account Review

B. Ampd Management (“Managed Services”)

If you select Ampd’s “Managed Services” offering, Ampd will provide a variety of ongoing advertising and consulting services intended to drive sales of your products on marketplaces such as Amazon or Walmart.

Specifically, Ampd will provide the following services:

Strategic Engagement

• Provide strategic guidance to offsite advertising to marketplaces to maximize the impact and effectiveness of the ads.

Account Management

• Dedicated Account manager who will deliver the following services.
  • Create and run Google Ads Strategy for you.
  • Provides appropriate training to the Authorized Users to enable effective use of our Services.
  • Provides analysis and insights to you through data analysis.
  • Provide recommendations to increase the impact of the campaigns.

Description of Managed Services

Responsibilities of Ampd managed services 

• Onboarding call
• Platform setup (one-time)
• Campaign set up (one-time)
• Subscriber training on Ampd platform (one time)
• Weekly optimizations using Ampd platform subject to budget and performance guidance from you
• Regular scheduled meetings
• Total hours per month not to exceed 20 hours.

Your Responsibilities:

• Set budget, set performance goals, ensure budget caps are in place, ensure budgets are managed to
• Set up bill arrangements with ad channel providers (e.g., Google)
• Pay ad spend bills to platforms

EXHIBIT B

SERVICE LEVEL AGREEMENT

1.     Definitions. Certain capitalized terms, not otherwise defined in this Exhibit B, will have the meanings set forth in these Terms. The following capitalized terms will have the definitions set forth below:
1.1     “System Uptime” will mean the total amount of time during any calendar month, measured in minutes, during which Subscriber has the ability to access the features and functions of the Platform.

1.2     “Scheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Subscriber is not able to access the Platform due to planned system maintenance performed by Ampd.

1.3     “Third Party Downtime" will mean the total amount of time during any calendar month, measured in minutes, during which Subscriber is not able to access the Platform due to issues related to a Third Party Service through no fault of Ampd.

1.4     “Unscheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Subscriber is not able to access the features and functions of the Platform other than Scheduled Downtime or Third Party Downtime.

1.5     “Service Availability” will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, Service Availability for any particular calendar month is determined as follows:

1.6      “Total Monthly Time” is deemed to include all minutes in the relevant calendar month to the extent such minutes are included within the term.

2.   Service Availability.

2.1     Service Standard. Ampd will use commercially reasonable efforts to ensure that the Service Availability is at least 99.9% (the “Service Standard”). All measurements of Service Availability will be calculated on a monthly basis for each calendar month during the term.

2.2    Scheduled Downtime. Ampd will provide at least seventy-two (72) hours prior notice to conduct system maintenance. In the event of unscheduled or emergency maintenance, Ampd will, where reasonably feasible, provide Subscriber with as much advance notice as is reasonably practicable under the circumstances.

2.3    Exceptions. Notwithstanding the foregoing, Unscheduled Downtime occurring as a result of circumstances beyond Ampd’s reasonable control including, without limitation, (i) Subscriber’s breach of any provision of the Agreement; (ii) non-compliance by Subscriber with any provision of this Exhibit B; (iii) incompatibility of Subscriber’s equipment or software with the Platform; (iv) poor or inadequate performance of Subscriber’s systems; (v) Subscriber’s equipment failures; (vi) acts or omissions of Subscriber; (vii) downtime caused by 3rd-party advertising platform and/or 3rd-party API retail systems, or; (viii) force majeure events, will not be considered toward any reduction in Service Availability measurements.

3.    Remedies

The Service Credit will be determined using the foregoing formula and will be applied to reduce a subsequent invoice sent by Ampd for our Services; provided that if there is an unapplied Service Credit following the termination or expiration of the Agreement, Ampd will pay such Service Credit to Subscriber within thirty (30) days following termination or expiry of the applicable sales form, order form or statement of work.

3.2     Chronic Failure. In the event that Ampd fails to meet the Service Standard in any three (3) months during a twelve (12) month period, Subscriber may terminate the Agreement upon written notice to Ampd. Such termination right must be exercised within thirty (30) days of the applicable month. In the event of such termination, Ampd will refund to Subscriber any pre-paid amounts for the Platform attributable to the remainder of the then-current term of the applicable sales form, order form or statement of work.

3.3     Sole Remedy.
The remedies set forth in this Section 3 are Subscriber’s sole remedies and Ampd’s sole obligation with respect to Ampd’s failure to meet the Service Standard.

 
4.     Technical Support. Subscriber may report technical issues related to the Platform or Unscheduled Downtime by email at admin@ampd.com twenty-four (24) hours per day and seven (7) days per week. Ampd will use commercially reasonable efforts to respond within one (1) business day to technical issues reported by Subscriber and to resolve all problems as promptly as possible. Ampd will provide updates regarding problem resolution related to critical and medium problems at least once daily. Notwithstanding the foregoing, Ampd will not be obligated to address technical issues or Unscheduled Downtime reported by Subscriber to the extent such issue or Unscheduled Downtime is caused by one of the exceptions set forth in Section 2.3.

5.    Subscriber Requirements.

5.1      Minimum System. The service standards set forth in this Exhibit B assume that Subscriber, as applicable, meets the minimum system standards established by Ampd.

5.2      Additional Subscriber Obligations. Subscriber is responsible for (i) maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing; and (ii) correctly configuring Subscriber’s systems in accordance with the Access Protocols provided by Ampd.

5.3      Reporting of Unscheduled Downtime. Subscriber must promptly notify Ampd in the event Unscheduled Downtime occurs. Unscheduled Downtime will be deemed to begin when Ampd receives accurate notification thereof from Subscriber, or when Ampd first becomes aware of such Unscheduled Downtime, whichever first occurs. Notwithstanding the foregoing, Ampd will acknowledge receipt of such notice from Subscriber in writing, and in the event that Ampd does not acknowledge receipt within twenty-four (24) hours of Subscriber sending such notice, then Unscheduled Downtime will be deemed to continue from when Subscriber sent such notice.

5.4      Non-Performance by Subscriber. The obligations of Ampd set forth in this Exhibit B will be excused to the extent any failures to meet such obligations result in whole or in part from Subscriber’s failure(s) to meet the foregoing requirements.

6.     Suspension. If the Subscriber endangers the security, integrity or availability of networks, the Ampd System or the Ampd Service, or if Ampd has a reasonable reason to suspect so, then Ampd may temporarily suspend Subscriber’s access to the Ampd Service, and such suspension will not be considered in any Service Availability calculations hereunder.