These Terms of Service (“Terms”) govern access to amplifydigitalholdings.com and professional services provided by Amplify Digital Holdings LLC (“Amplify,” “we,” “us,” or “our”). By using the website, you agree to these Terms. Paid services are also governed by an order form, statement of work, insertion order, or other written agreement (“Order”). If an Order conflicts with these Terms, the Order controls for that engagement.
1. Website use
You may use the website for lawful business purposes. You may not interfere with its operation, attempt unauthorized access, introduce malicious code, scrape it in a manner that creates unreasonable load, misrepresent affiliation with Amplify, or use content in violation of law or another party’s rights.
2. Services and Orders
The scope, deliverables, timing, fees, dependencies, media budgets, performance metrics, and acceptance terms for paid work will be stated in an Order. Changes require written agreement. Email approval by authorized representatives may constitute written agreement where the Order permits it.
3. Client responsibilities
Clients must provide timely access, accurate information, approvals, lawful instructions, and materials they have the right to use. Clients remain responsible for their products, offers, claims, prices, fulfillment, customer support, legal disclosures, and final approval of campaigns and materials. Delays in client dependencies may change delivery dates.
4. Advertising platforms and media spend
Unless an Order says otherwise, media spend, platform charges, taxes, and third-party costs are separate from Amplify’s fees and are the client’s responsibility. Platforms control auctions, policies, reviews, suspensions, interfaces, and delivery. Amplify does not guarantee account approval, uninterrupted delivery, placement, volume, cost, rank, or business performance.
5. Fees and payment
Fees, invoicing schedule, payment due dates, and approved expenses are set out in the Order. Overdue undisputed amounts may cause work to pause. The client is responsible for applicable sales, use, or similar taxes other than taxes on Amplify’s net income.
6. Intellectual property
Each party retains ownership of materials, methods, software, data, trademarks, and know-how it owned or developed independently of an engagement (“Background Materials”). After payment of all applicable fees, the client receives the rights to final deliverables stated in the Order. Amplify retains its Background Materials, generalized skills, methods, templates, and non-client-specific know-how. To the extent Background Materials are embedded in a deliverable, Amplify grants the client a nonexclusive license necessary to use that deliverable for its intended business purpose.
7. Client materials and feedback
The client grants Amplify a limited license to use client-provided materials and data only to perform the services. The client represents it has the necessary rights and instructions. Feedback may be used without restriction provided it does not disclose the client’s confidential information.
8. Confidentiality
Each party will protect nonpublic information identified as confidential or that reasonably should be understood as confidential, use it only for the relationship, and disclose it only to personnel and providers with a need to know and appropriate obligations. Exclusions include information independently developed, lawfully known without restriction, publicly available without breach, or rightfully received from another source. Legally compelled disclosure is permitted with notice where lawful.
9. Data protection
Each party will comply with applicable data-protection law. Where Amplify processes personal data on a client’s behalf, the parties’ Order and the Data Processing Addendum govern that processing.
10. Warranties and disclaimers
Amplify warrants that it will perform professional services in a professional and workmanlike manner. Except for that limited warranty and to the maximum extent permitted by law, the website and services are provided “as is.” Amplify disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Marketing and advertising involve market conditions and third-party systems; results are not guaranteed.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, goodwill, or data, arising from an Order or these Terms, even if advised of the possibility. Except for payment obligations, infringement or misuse of the other party’s intellectual property, breach of confidentiality, indemnity obligations, fraud, willful misconduct, or liability that cannot legally be limited, each party’s aggregate liability will not exceed the fees paid or payable to Amplify under the affected Order during the six months before the event giving rise to the claim.
12. Indemnification
Each party will defend and indemnify the other against third-party claims arising from its gross negligence, willful misconduct, or violation of law. The client will also defend and indemnify Amplify against claims arising from client products, offers, claims, instructions, data, or materials, except to the extent caused by Amplify’s breach. Indemnity requires prompt notice, control of the defense by the indemnifying party, and reasonable cooperation.
13. Suspension and termination
Either party may terminate an Order as stated in that Order, or for material breach not cured within ten days after written notice. Amplify may suspend work for overdue undisputed fees, unlawful instructions, security risk, or platform-policy concerns. Upon termination, the client will pay fees and approved costs incurred through the effective date. Provisions that by nature should survive will survive.
14. Publicity
Amplify will not use a client’s name, logo, results, or work as a case study without prior written permission. This term is intentionally stricter than an assumed portfolio right.
15. Governing terms
The governing law, venue, and dispute process stated in an Order control. If an Order is silent, the laws of the U.S. state in which Amplify is organized govern, without regard to conflicts rules, and proceedings must be brought in a court with jurisdiction over Amplify’s principal place of business. Before filing a claim, the parties will attempt in good faith to resolve the dispute through executive-level discussion.
16. General
Neither party may assign an Order without consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Neither party is liable for delay caused by events beyond reasonable control. The parties are independent contractors. Notices must be sent to the contacts in the Order. Waivers must be written. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. These Terms and the applicable Order are the complete agreement on their subject.