Please read the following terms of service (the “Terms”) carefully before accessing or using our software, website, or API (collectively the “Service”). By signing or submitting the Order Form or by accessing or using our Service, you agree to be bound by these Terms. These Terms, along with the terms and conditions of the Order Form and the General Terms of Use, constitute a single contract (the “Agreement”) between Tagis Inc., a company located at 2443 Fillmore St #380-3880, San Francisco, CA 94115 (“Company” or “we”) and you, the user of the Service (“Customer” or simply “you”). Each party is referred to as a “Party”, and collectively, we are the “Parties” (or “both of us”).
Please ensure you understand the following terms, as they set out the conditions, rights and other essential information regarding your access and use of the Service.
Please note that we may change these Terms at any time and at our sole discretion, as further explained in Section 14 below.
1. Our Service
1.1. Our Service is designed to enhance connections and promote transparency, offering a suite of tools that assist businesses in engaging with the market more easily and effectively.
1.2. The Service comprises AI-powered B2B sales software solutions, including a web app and API tools, designed to enhance business-to-business sales activities.
1.3. The goal of the Service is to help you identify and prioritize leads most likely to find your business objectives relevant, thereby enhancing the potential for conversion.
1.4. By accessing and using the Service, you acknowledge and accept that it is provided on an "as is" and "as available" basis in accordance with these Terms, and that the internal business purposes outlined in this Section 1 represent a limitation of scope rather than a warranty of results or fitness for such purposes, thereby defining the extent of your authorized access and use of the Service.
2. Subscription & Payment
2.1. The Service is available on a subscription basis for any given number or package of tools, limited to the number of licenses allocated to you. Each license is designated for use by a single individual.
2.2. The specific conditions of your subscription, including pricing, allocation of licenses, duration of the Agreement, and conditions for renewal, are stipulated in the Order Form.
2.3. To subscribe to any component of the Service, you will need to add one or more payment methods to your account.
2.4. Subscription payments are non-refundable, and we do not provide refunds or credits for any partial subscription periods, used or unused.
2.5. We may change the subscription conditions and prices from time to time. You will be notified of any change and such change will only apply 30 (thirty) days following the referred notification.
3. Cancellation & Termination
3.1. You can cancel your subscription at any time, and you will have access to your account through the subscription term. At the term of your subscription, your access will no longer be available. You commit to pay until the subscription term.
3.2. Should you fail to remedy a breach of any term of the Agreement upon receiving a request to do so, we are entitled to either temporarily or permanently modify or discontinue the Service, or to terminate the Agreement, subject to providing a seven (7) days’ notice to the administrative email address associated with your account (“Your Email”).
3.3. Should you exceed the usage limits established in the Order Form, we reserve the right to charge for the overage, cancel your subscription, or revoke access.
3.4. We reserve the right to terminate the Agreement at any time with thirty (30) days’ prior notice to Your Email, and in the event of termination without cause, we will refund any pro-rata prepaid fees for services not yet utilized.
4. Non-Acceptable Use
4.1. In connection with accessing or using the Service, you will not:
- Send, upload, store, or otherwise provide us or your leads with information, services, products, or business opportunities that are false, inaccurate, misleading, defamatory, libelous, harassing, obscene, racist, immoral, or illegal in any way.
- Distribute viruses or any other technologies that may harm us or your leads.
- Breach or circumvent any laws (including, but not limited to, CAN-SPAM, the Telephone Consumer Protection Act, and any data, privacy, or export control laws), third-party rights (including, but not limited to, copyright, trademark, personal or consumer data rights, or privacy rights), our systems, or policies, or act in such a way that interferes with or disrupts the integrity or performance of the Service or its components.
- Provide hyperlinks, sell, or make available any items or content that infringes’ any third parties copyright, trademark, or other rights.
- Use any robot, spider, scraper, or other automated means to access our Service for any purpose.
- Access the Service by any means other than those provided by us for that purpose.
- In violation of any codes of conduct, policies, or other notices we provide you or we publish in connection with the Service.
4.2. You shall also not:
- Sell, resell, rent, lease, license, sublicense, or otherwise distribute any data (including printouts or downloadable data) to third parties, or using any data as a component of, or basis for, any materials intended for sale, licensing, or distribution.
- Sell, resell, rent, lease, license, sublicense, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party.
- Extract a substantial part of the data or access it in bulk.
- Use any part of the Service or the data in any manner that competes with us, as solely determined by us.
4.3. For the purposes of the Agreement, “data” means any information or content, including personal data and data submitted by you, that is processed or generated using the Service, including but not limited to contact lists, messages, and other user-generated content.
5. Intellectual Property and Copyright
5.1. By using the Services, you represent and warrant that you:
- Are not engaging in any non-acceptable use as outlined in Section 4.
- Are not infringing any intellectual property rights or copyright owned by or exclusively licensed to a third-party that may be affected by your use of the Services.
- Are not sending or uploading any content of which you are not the legal owner or are authorized representative.
- Are not infringing any intellectual property rights and copyright owned by or licensed to us. Some, but not all, actions that may be considered as infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or any third parties, including but not limited to our data, the website, the API and our software.
5.2. By subscribing and using the Service, you expressly authorize us and our affiliates to use, reproduce, and distribute your trademarks, logos, symbols, trade names and graphics, images, and videos according to your instructions. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, non-licensable and non-transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit such content according to the needs of the Service performance.
5.3. You understand and accept that we do not examine, verify, or warrant the legality, ownership, veracity or accuracy of any communications or other contents provided by you or any third parties through the Service, and that we do not assume any responsibility for any content made available to leads according to your instructions.
5.4. We have no control over, and do not guarantee the existence, quality, safety, or legality, of any services, goods or other business opportunities being promoted, advertised, or communicated through the Service or enabled by it.
6. Inherent Risks
6.1. You accept and acknowledge each of the following risks:
- You expressly understand and agree that your access to and use of the Service is at your sole risk and that our Service is provided on an “as is” basis without any warranties of any kind. To the fullest extent possible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no warranties regarding the Service.
- We implement appropriate technological and organizational safeguards to reduce the risk of security breaches that could result in accidental or unlawful destruction, loss, alteration, disclosure, or access to your information. Despite these efforts, and while we continue to enhance security through periodic updates, it is ultimately the responsibility of users to ensure the proper use of the Services, particularly when providing information or dealing with third parties.
7. Third Parties
7.1. Where our site contains links to other sites and resources provided by any third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
7.2. We may provide third-party services through external websites only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to those websites, or their products or services. All third-party websites are used by you at your own risk.
7.3. We will not be liable for the acts or omissions of any third-party websites, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with it.
8. Our Ownership
8.1. All content available through the Service, including texts, graphics, logos, button icons, images, videos, audio clips, digital downloads, databases, and software, is either our property or that of our content suppliers.
8.2. The compilation of all content available through the Service, along with its organizational structure as a database, is exclusively our property.
8.3. Provided you adhere to these Terms, we grant you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service and the data it provides access to, solely for purposes set out in the Agreement.
8.4. Without our prior express written consent, no part of the Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose not expressly permitted by these Terms.
8.5. Unless explicitly stated otherwise, using the Service does not grant you any ownership or other rights in the content, code, data, or other materials accessed through the Service, nor does it grant rights over our or any third party's associated rights with the Service.
8.6. Any ideas or suggestions you provide to us, including but not limited to business or technological contributions, shall immediately and automatically, by virtue of this clause, be deemed our property and transferred to us, without limitations or obligations to you.
9. Your Content and Equipment
9.1. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide, or otherwise transmit or store in connection with or relating to the Service (“Your Content”).
9.2. You acknowledge that you cannot claim ownership of any content that: (i) was already known to us without restriction before your disclosure; (ii) becomes publicly available through no fault of ours; (iii) is received by us from a third party without violating any confidentiality obligations; (iv) is independently developed by us without using or referring to Your Content; or (v) is deemed our property according to paragraph 8.6.
9.3. You are also solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or use the Services, including but not limited to modems, hardware, servers, software, operating systems, networking, web servers, and telephone services (“Your Equipment”).
9.4. You must ensure that Your Equipment is compatible with the Services and meets all configurations and specifications detailed in our published technical requirements, policies, notices, or information.
9.5. You are responsible for maintaining the security and confidentiality of Your Equipment, your passwords (including administrative and user passwords), and Your Content, and for all activities that occur under your account or with Your Equipment, with or without your knowledge or consent.
9.6. We reserve the right to remove or disable access to any of Your Content or data at any time for any reason, including, but not limited to, upon receipt of claims or allegations from third parties or authorities, or for no reason at all, provided we give reasonable prior written notice to Your Email.
9.7. You represent and warrant that (a) you possess all necessary rights, permissions, and authority to provide, submit or otherwise license Your Data to us for use under these Terms, without breaching any contracts or laws, and that in doing so you are exclusively aiming at the purposes of the Services as described in these Terms, and (b) Your Data is true, accurate, and pertains solely to living individuals without including sensitive or Personal Information of those under 18.
10. Product & Service Support
10.1. If you have any queries, issues, complaints, suggestions, or comments regarding the Service, please visit knowledge.amplemarket.com.
10.2. While you are solely responsible for possessing the necessary technical skills to interact with the Service and its components, we may, at our discretion and without obligation, provide technical support services via email in accordance with our standard practices.
10.3. We reserve the right to access your account to address your technical support requests for technical support and to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services (including, without limitation, information concerning Your Content and data derived therefrom), and we shall be free (during and after the term hereof) to (i) use such information and data to develop and improve (including for diagnostic and corrective purposes) the Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.
10.4. We have the right, but not the obligation, to monitor your use of the Service.
11. Data Protection
11.1. You shall use or process any personal data obtained through the Service solely in connection with your use of the Service and in accordance with these Terms.
11.2. You must process all personal data exclusively for initiating a business relationship relevant to the data subject's role within his business or organization, including but not limited to exploring business opportunities, collaborations, or the sale of services or goods, while excluding any form of consumer-oriented offers or exclusively personal communications (the “Business Scope”).
11.3. Any use of the Service or processing of data outside of the Business Scope by you is permitted only if the data subject has: i) entered a direct relationship with you concerning the same or identical services or products, and ii) in the absence of any legal or contractual obligation permitting such processing, you have obtained their consent on adequate terms.
11.4. You represent and warrant that you process all personal data in accordance with this Section 11 and with any applicable privacy, data security, and personal data laws, including the GDPR, European Union local data protection laws, UK data protection laws, Swiss data protection laws, and United States privacy laws (including the California Consumer Privacy Act and other applicable state laws).
11.5. By instructing us to process personal data from the European Economic Area, Switzerland, or the United Kingdom (“International Transfers”), you are considered a "data controller" and warrant that you are aware of and intend to comply with your legal obligations as such and that you have no intention to breach them or in any manner circumvent such qualification or the performance of such obligations.
11.6. You will notify us prior to any instruction for International Transfers.
11.7. Regardless of whether the GDPR is applicable, for the purposes of the Agreement the following lowercase terms are defined according to Article 4 of the GDPR: “controller”, “data subject”, “personal data”, and “process” (of personal data).
12. Indemnity
12.1. You agree to indemnify, defend and hold us and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners harmless from any claim, liability, loss, damage, suit, judgment, litigation cost, and lawyers’ fees arising from your breach of these Terms, misuse of the Service, violation of laws, rules, regulations, or third-party rights, or any acts or omissions implicating publicity rights, defamation, or invasion of privacy in connection with your use of the Service.
12.2. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defense of such matter.
13. Liability & Disclaimer of Warranties
13.1. We strive to keep the Service safe, secure, and functioning properly, but cannot guarantee the continuous operation or access, acknowledging the "as is" and "as available" basis of our Agreement when you accept these Terms and use the Service.
13.2. We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost content or data.
13.3. We (including our parent, subsidiaries, affiliates, directors, agents and employees) shall also not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:
- Your use of or your inability to use our Service.
- Delays or disruptions in our Service.
- Service fitness for any specific purpose.
- Viruses or other malicious software obtained by accessing, or linking to, our Services.
- Glitches, bugs, errors, or inaccuracies of any kind in our Service.
- Damage to your hardware device from the use of any Service.
- The content, actions, or inactions of third parties, including items listed using our Services.
- A suspension or other action taken with respect to your account.
- Any advice we may provide you.
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these Terms or our policies.
13.4. Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.
13.5. No warranty regarding the data or results obtained from the use of the services is made, and no information, advice, or services obtained from us shall create any warranty not expressly stated in these Terms.
13.6. In jurisdictions where the disclaimer of warranties or the exclusion of damages is restricted, our liability shall be limited to the fullest extent allowed by law.
13.7. Under no circumstances shall our liability to you or any third party exceed the fees paid or payable by you in the six (6) months preceding the event giving rise to your claim.
14. Changes
14.1. We may amend these Terms at any time.
14.2. If an amendment is material, we will provide at least thirty (30) days’ notice prior to any new Terms taking effect; what constitutes a material change will be reasonably determined at our sole discretion.
14.3. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.
14.4. If you do not agree to the revised Terms in effect when you access or use the Services, you must cancel your subscription, according to Section 3 and stop using the Service.
15. US Government Matters
15.1. You are prohibited from removing or exporting from the United States, or allowing the export or re-export of the Services, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
15.2. As defined in FAR section 2.101, the software and documentation provided by us on your Equipment (if applicable) are considered "commercial items," and according to DFAR section 252.227-7014(a)(1) and (5), they are deemed to be "commercial computer software" and "commercial computer software documentation."
15.3. In accordance with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by the terms of this Terms.
16. Governing Law
16.1. These Terms shall be governed by the laws of the State of California, without regard to its conflict of law principles.
16.2. Unless we elect otherwise in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
17. Attorney Fees, Dispute Resolution & Class Action Waiver
17.1. In any dispute arising under these Terms, the prevailing party shall be entitled to recover its reasonable costs and expenses incurred in enforcing these Terms, including reasonable attorney fees.
17.2. Except for claims involving third-party claims, misuse of Confidential Information, collection of Subscription Fees, and claims for mandatory or prohibitory injunctive relief are to be litigated, not arbitrated, unless otherwise agreed in writing (“Litigation Claims”), any dispute, claim, or controversy arising out of or relating to this Agreement, including claims related to its breach, termination, enforcement, interpretation, or validity, claims alleging tortious conduct in connection with its negotiation, execution, or performance, or the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration, as follows:
- The initiating party must provide written notice to the other party, including the name of the proposed arbitrator from a list maintained by the American Arbitration Association or the International Chamber of Commerce.
- The responding party has fifteen (15) days to either accept the proposed arbitrator or suggest an alternative from the same list.
- If the parties do not agree on an arbitrator within thirty (30) days, the chosen arbitration organization will appoint a qualified arbitrator.
- The arbitration, governed by the Federal Arbitration Act and enforceable according to its terms, shall be conducted by a single arbitrator, and the resulting award shall be final and binding.
17.3. Disputes arising out of this Agreement must be brought individually, not on a class, collective, representative, or private attorney general basis. The arbitrator has no authority to consolidate arbitrations or handle matters on a non-individual basis unless all parties agree.
18. General
18.1. We reserve the right to use your name and logo as a reference for marketing or promotional purposes.
18.2. Failure to exercise or enforce any right or provision under the Agreement does not constitute a waiver of such right or provision; any waiver of any right or provision must be in writing and signed by the waiving party.
18.3. Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay is due to causes beyond their reasonable control, including but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, telecommunications failures, natural disasters such as earthquakes and storms, blockages, embargoes, riots, government orders, acts of terrorism, or war.
18.4. The Agreement constitutes the complete and exclusive understanding and agreement between us regarding the Service, superseding all previous oral or written understandings or agreements about your access to and use of the Service.
18.5. We reserve the right to assign our rights and obligations under the Agreement without your explicit prior consent, on the condition that the assignment is made under the same or more favorable terms for you.
18.6. Should any term or part of a term in these Terms be deemed invalid, illegal, or unenforceable, it shall be modified minimally to become valid, legal, and enforceable, or if such modification is not feasible, it shall be deemed omitted, without affecting the validity and enforceability of the remaining Terms..
18.7. In case of any inconsistency or conflict, regarding the Service, among:
- These Terms and our General Terms of Use, these Terms shall prevail.
- These Terms and the Order Form, the Order Form shall prevail.