1. In this Agreement, the party who is contracting to receive licenses shall be referred to as "CUSTOMER", and the party who will be providing licenses shall be referred to as "AMPLIZ".
2. This Agreement is made effective upon reading this EULA by and between AMPLIZ and CUSTOMER AMPLIZ has a background in data acquisition and validation, data services and data lists sales and is willing to provide said services to CUSTOMER.
CUSTOMER desires to have services provided by AMPLIZ.
3. This EULA is entered into by and between Ampliz, and CUSTOMER. The terms and conditions of this Agreement shall be deemed incorporated by reference into any schedule hereto or order for data referring to this Agreement (each a "Data /Insertion Order") identifying the target data and such other additional terms and conditions as the parties may agree, including pricing. All Insertion Orders together with this Data Agreement shall be collectively known as the "Agreement."
4. Whereas, Ampliz is engaged in the publishing, writing, manufacture, distribution, reselling and licensing of proprietary databases and providing related marketing services, and has the rights to do so, and whereas, CLIENT desires to use such services to add data to its house file on the terms and conditions set forth herein. Now, therefore, in consideration of the premises set forth above and the mutual promises, agreements and conditions stated herein, the parties agree as follows:
Subject to the terms and conditions herein, Ampliz hereby grants to Licensee a non-exclusive license to access and use the Licensed Materials and the Ampliz Technology, and to provide the Licensed Materials and Ampliz Technology to Authorized Users in accordance with this Agreement, during the Term of this Agreement.
"Third Party Applications" means computer software programs and other technology of digital nature that are provided or made available to Licensee or Authorized Users by third parties, including those with which the Ampliz Technology may interoperate. Where agreed between the parties, Ampliz may provide certain Integration Tools, which consist of Ampliz Technology designed to allow Licensee to use Ampliz Technology and the Licensed Materials in such a way as to interoperate with a Third Party Application. Ampliz is not responsible for and does not endorse any Third Party Applications or websites linked to by Ampliz Technology.
a. DESCRIPTION OF SERVICE: Ampliz will provide to CLIENT data records via a web enabled platform through secure password encrypted login that is only shared with the CUSTOMER on their request. This consists of all of the following data attributes: Contact Name, First Name, Last Name, Company, Website, Title, Direct mail and Email Address.
b. DATA DELIVERY AND FORMAT: We will provide data to the client via email (Excel format) which is made available through the AMPLIZ platform or FTP without charging any shipping costs. Data can be provided on a CD or other format at an extra cost along with shipping costs.
c. INITIAL COMMUNICATION: If the CLIENT desires we will work with CLIENT to develop the email message(s), which will be sent to all email records by our email campaign manager software. We will send email messages and the reply email will be provided to CLIENT. We will also track click-troughs and provide a report at the end of the campaign. This is an additional service.
d. CONFIDENTIALITY: The CLIENT records, the email addresses, the matched records and all other information (collectively, the "Confidential Information") will remain confidential and will not be resold by Ampliz or used for any other purpose.
e. PAYMENT: CLIENT will pay us prior to purchase of the list.
f. LIMITED LICENSE: Upon purchase you will have an unlimited license to use the information delivered to you subject to these terms and conditions. You agree not to sell, sublicense, and transfer or otherwise make available any portion of the information to anyone outside of your business organization, unless otherwise agreed prior to purchase.
g. CUSTOMER RESPONSIBILITIES: You agree that it is your responsibility to understand and comply with all federal, state, and local laws, rules, and regulations including do not call and do not fax regulations. You agree to indemnify and hold Ampliz and its subsidiaries harmless against all claims related, in whole or in part, to your failure to comply with such laws, rules, and regulations. For the purpose of resolving any dispute in any way related to your use of the information, or these terms and conditions, the state and federal courts located in Stateline NV shall have exclusive jurisdiction. You agree that such courts represent “convenient and appropriate” forums for this purpose.
h. GUARANTEE: WARRANTY. We guarantee that 80% of the List provided with this agreement will be accurate. The Warranty will be limited to provision of additional records. We hereby disclaim all express or implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, correctness, quality, accuracy, completeness or reliability, for any data or service provided hereunder. The percentage may increase or decrease depending on the Email Service provider you use for delivery.
i. EXCLUSIVE LIMITED WARRANTY: Ampliz compiles its databases from various sources and where appropriate verifies the information. Ampliz cannot and does not assume any liability for the correctness or comprehensiveness of the information. You will have 90 days after purchasing the information to inspect and notify Ampliz of any operational problems or material mistakes with regards to the information. If Ampliz is notified of an operational problem or material mistake within 90 days from the date of delivery of file then Ampliz will Rework on the file to correct the problem or, in its sole discretion, Or provide additional records if needed relating to the materially mistaken information. This warranty is a limited warranty and Ampliz makes no other warranties, express or implied, including without limitation, any express or implied warranties of merchantability or fitness for a particular purpose. In no event shall Ampliz be liable for lost profits, consequential, incidental, or special damages, or other claims of a similar nature. If this limited warranty should fail of its essential purpose, and in all other cases, Ampliz entire liability shall be limited to the amount actually received by Ampliz on account of your purchase.
j. LIMITATION OF LIABILITY: In no event shall Ampliz be liable for direct, indirect, special, exemplary, consequential, incidental, or punitive damage or loss for any claim or cause of action related to or arising out of this Agreement or the services performed hereunder. Our liability at all times will be limited to the purchase price paid by the client minus any delivery expenses incurred by us.
Subject to the terms and conditions of this Agreement and all Orders, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Licensed Products in accordance with the terms of this Agreement and the applicable Order. Unless otherwise identified in an Order, the Subscription Data is licensed for one calendar month and the license to the Subscription Data may be renewed for additional month term .The grant of rights to the Licensed Products is not a sale of the Licensed Products. Licensor and its third party providers reserve all rights not expressly granted by this Agreement.
Licensee may make a reasonable number of copies of the Licensed Products and Documentation solely for back up or disaster recovery purposes. Licensee must reproduce all copyright, trademarks, trade secret and other proprietary notices in such copies. The back up or disaster recovery copies can only be used to perform disaster recovery testing or if the Computer becomes inoperative.
Licensor will indemnify, defend and hold Licensee, its officers, directors and employees, harmless from all losses, damages, and reasonable costs and expenses to the extent they arise out of a claim by a third party that the Licensed Products, when used in accordance with the Documentation and in compliance with the terms of this Agreement and the applicable Order(s), infringe or misappropriate any copyright, trade secret, trademark or patent registered or valid within the country the Licensed Products are authorized to be installed as set out in the applicable Order. Licensor will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. Licensee must notify Licensor promptly of any such claim and provide reasonable cooperation to Licensor, upon Licensor’s request and at Licensor’s cost, to defend such claim. Licensor will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. Licensee may elect to participate in the defense of any claim with counsel of its choosing at its own expense.
Maintenance Services consist of: (i) reasonable amounts of telephone support to assist Licensee with the use of the Licensed Products in accordance with the Support Guidelines; (ii) Enhancements provided to other licensees of the Licensed Products who have paid for Maintenance Services for the current maintenance term; subscription data, as applicable; and (iv) the correction of errors or non-conformities with the Licensed Products in accordance with the Support Guidelines. Telephone support is provided only to the individuals located at a single designated location. If Licensor is unable to correct a reported error or non-conformity that is classified in the Support Guidelines as a critical or high level problem within thirty (30) days following notice from Licensee or an additional period of time reasonably agreed to by the parties, Licensee may terminate Maintenance Services for such Licensed Products
ENTIRE AGREEMENT: This is the entire agreement between the parties and hereby supersedes all other agreements, negotiations, discussions or promotional material related to the subject matter hereof.