References made to the Services shall include all versions and editions of the Services offered through the Site. All Services will be available to you pursuant to these Terms, in addition to any terms and conditions listed in any subscription agreement, order form, or purchase order in connection with your Service (collectively, the “Service Agreement”). You agree that your purchase of any Service is not contingent on the delivery of any future functionality or features, nor is it dependent on any oral or written public comments made by Amplenote regarding future functionality or features. In the event the Service Agreement contains different terms and conditions or requires you to agree with and accept additional terms and conditions, and if there is a conflict between those terms and conditions and these Terms, the terms and conditions provided in the Service Agreement will take precedence with respect to your use of or access to the Site and Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY OR ACCESSING OR USING THE SITE OR THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Unless otherwise specified in your Service Agreement: (i) Services are accessible through user subscriptions and will last for a specific subscription term (“Term”). User subscriptions are for designated specific users only and cannot be shared or used by more than one individual.
You shall pay all fees specified in your Service Agreement hereunder. Except as otherwise specified herein or in your Services Agreement: (i) fees are based on the Services you purchase and not actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable. User subscription fees are based on monthly or annual periods that begin on the subscription start date and each monthly or yearly anniversary thereof.
To affect purchase of your Services, you will provide Amplenote with valid and updated credit card information along with a valid purchase order or with an alternative document or payment method that Amplenote, in its sole discretion, agrees to accept. If you provide credit card information to Amplenote, you authorize Amplenote to charge such credit card for all purchased Services listed in your Service Agreement for the initial subscription term and for any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the Service Agreement. Amplenote may use third party payment processing to accept and process payments. Amplenote is not liable for the acts or omissions of these third parties except to the extent imposed by applicable law. If the Service Agreement specifies that payment will be made by a method other than a credit card, Amplenote will invoice you in advance in accordance with the relevant Service Agreement. Unless otherwise stated in the Service Agreement, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to SAmplenote and notifying Amplenote of any changes to such information.
If Amplenote does not receive payments from you by the due date, then at Amplenote’s discretion, Amplenote may suspend the Services to you until such amounts are paid in full. Amplenote shall not exercise its rights hereunder if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Unless otherwise stated, Amplenote’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchased Services. In the event that Amplenote has a legal obligation to pay or collect Taxes for which you are responsible, Amplenote will bill you the appropriate amount for any such Taxes.
User subscriptions purchased by you commence on the start date specified in the applicable Service Agreement and continue for the Term specified. All user subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal. In the event that you intend to provide Amplenote with a notice of non-renewal, you understand and acknowledge that you shall deliver a notice of non-renewal prior to Amplenote billing you for the upcoming month in order to avoid incurring additional fees. For the avoidance of doubt, all pre-paid fees are deemed non-refundable. The renewal charge will be equal to the fee in effect during the prior term, unless Amplenote has given you advance notice of a fee increase, or posted the fee increase on the Site or through the Services, which shall be effective upon renewal thereafter.
Without limiting other remedies, Amplenote may at any time refuse to provide access to the Site or Services to you, or suspend your access to the Site or Services, permanently or temporarily without reason or notice to you. Such suspension amounts to a termination by Amplenote of these Terms (i) if Amplenote suspects you have failed to comply with any terms or conditions of these Terms or any rules or policies established by Amplenote or (ii) if Amplenote suspects that your actions may be illegal or cause liability, harm or disruption to you, other companies, Amplenote or any other users of the Site or Services or third parties. Upon such termination, you will cease all use of the Site and Services.
Except for paid accounts, we reserve the right to terminate and delete your account if you have not accessed our Services for 12 consecutive months. We will of course provide you with notice via the email address associated with your account before we do so.
You retain full ownership of all content you submit (Your Stuff) to the Services. We do not claim any ownership to any of it.
These Terms do not give us any rights to Your Stuff except for the limited rights that enable us to offer the Services. Our Services provide you with features like note organization, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Your Stuff. By making available any of the Other Information through the Site and Services, you hereby grant Amplenote the right to use, copy and otherwise exploit the Other Information solely for the purposes of providing the Services. Amplenote does not claim any ownership rights in any of Your Stuff and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any of Your Stuff.
You are responsible for your own conduct, Your Stuff and complying with these Terms. Our Services allow you to share Your Stuff with others, so please think carefully about what you share. Content in the Services may be protected by a third party’s intellectual property rights. Please do not copy, upload, download or share content unless you have the right to do so. We may review your conduct and content for compliance with these Terms. With that said, we have no obligation to do so. We are not responsible for the content people post and share via the Services. Please safeguard your password to the Site and Services, make sure that others do not have access to it, and keep your account information current. Finally, our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you are over the age of 18.
The Site and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, these Terms do not grant you any right, title or interest in the Site, Services, others’ content in the Services, Amplenote trademarks, logos and other brand features. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Services.
You agree not to, and to not allow third parties (including end users) to, do any of the following:
Amplenote respects copyright law and expects its users to do the same. It is Amplenote’s policy to terminate, in appropriate circumstances, the accounts of registered users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Amplenote’s Copyright Policy which is incorporated into these Terms and may be found by accessing the “Copyright Policy” tab above.
THE SITE AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AMPLENOTE EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND SERVICES INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU HEREBY AGREE TO RELEASE AMPLENOTE FROM ANY DAMAGES OR CLAIMS IN ANY WAY CONNECTED WITH THE SITE OR SERVICES. AMPLENOTE MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AMPLENOTE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AMPLENOTE OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE DISCLAIMERS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to defend, indemnify, hold Amplenote, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders harmless from and against all claims, liabilities, damages, losses and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site and Services or any breach or alleged breach by you of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND SERVICES REMAINS WITH YOU. AMPLENOTE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER OR DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AMPLENOTE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL AMPLENOTE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO AMPLENOTE FOR USE OF THE SITE AND SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT MADE ANY PAYMENTS TO AMPLENOTE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AMPLENOTE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
These Terms and any action related thereto will be governed by the laws of the State of Washington, excluding its conflict of laws rules.
We want to address your concerns without needing a formal legal case. Before filing a claim against Amplenote, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Amplenote may bring a formal proceeding in accordance with these Terms.
We Both Agree To Arbitrate
You and Amplenote agree to resolve any claims relating to these Terms or the Services through final and binding arbitration. The parties agree to submit such dispute to binding arbitration before a single impartial arbitrator from JAMS to hear and determine the dispute. The arbitration shall be conducted pursuant to, and the arbitrator will be selected in a manner consistent with, JAMS Comprehensive Arbitration Rules & Procedures. The determination of the arbitrator shall be conclusive and binding upon the parties. Each party to an arbitration shall pay its own expenses, including reasonable fees, costs and disbursements of counsel. The parties shall equally share the fees of the arbitrator and any administrative fees of JAMS. The sole and exclusive venue for the arbitration and or any legal dispute shall be chosen by Amplenote upon its reasonable discretion.
Judicial Forum For Disputes
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Amplenote agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Seattle, Washington. Both you and Amplenote consent to venue and personal jurisdiction there.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Amplenote via email (in each case to the address that you provide) or (ii) by posting to the Site or through the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
These Terms, together with any Service Agreement, constitute the entire and exclusive understanding and agreement between you and Amplenote regarding the Site and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements, between you and Amplenote regarding the Site and Services. These Terms create no third party beneficiary rights.
You may not assign or transfer these Terms, by operation of law or otherwise, without Amplenote’s prior written consent; provided, however, you shall have the right to assign these Terms, in whole or in part, to any acquirer or successor of all or substantially all of your business or assets to which these Terms relate (whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise) so long as such acquiring entity agrees to be bound by the terms and conditions of these Terms. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Amplenote may assign or transfer these Terms, at its sole discretion, without restriction.
Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Amplenote reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or through the Services or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or the Services after we have posted a modification on the Site or through the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and the Services.
The failure of Amplenote to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Amplenote. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
If you have any questions about these Terms, please contact Amplenote at firstname.lastname@example.org.
To request that your data is removed from Amplenote, please contact us by sending an email to email@example.com.