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Terms of Service

Glossary

Service: Refers to the AI-powered B2B Sales tool provided by Amplemarket, which includes the
use of the Software, Site, and API.
Data: Refers to any information or content, including Personal Data and Submitted Data, that is
processed or generated through the use of the Service.
Personal Data: Refers to any information that identifies or can be used to identify an individual,
such as names, contact information, and other identifying details, as governed by applicable
privacy laws. In this case, processed personal data is restricted to business contact information
(which may include the following or a subset: name, work email address, title, work phone
number)
Submitted Data: Refers to data, information, or content that users of the Service submit,
upload, or otherwise provide through the Software or API, which may include but is not limited to
contact lists, messages, and other user-generated content.
Application Program Interface (“API”): Refers to a set of defined rules and protocols that
allow the Service to interact with external systems, applications, or platforms to enable data
transfer and integration.
Software: Refers to the web application and extensions made available by Amplemarket as
part of the Services.
Site: Refers to the website owned and operated by Amplemarket, where users can access to
gather information and interact with the company.

1. Acceptance of Terms.

a. Tagis Inc., operating as Amplemarket, ("the company" or "we") provides its Services (as
defined above) to you subject to this Terms of Service agreement ("TOS"). By accepting this
TOS or by accessing or using the Service or Site, you acknowledge that you have read,
understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a
business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its
affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not
accept this TOS and may not use the Service.

b. We may modify this TOS from time to time in our sole discretion by posting an updated
version of this TOS on our website or otherwise notifying you. All such changes shall become
effective upon the posting of the revised TOS on our website or upon notice to you, as
applicable.

2. General Conditions/ Access and Use of the Service.

a. Ownership and License for Use of the Service: All rights, title and interest in and to the
Service and its components will remain with and belong exclusively to Amplemarket.
Amplemarket grants you a non-exclusive, non-sublicensable, non-transferable license to access
and use the Services only for your own personal or internal business purposes, subject to the
limitations and conditions set forth herein.

b. Limitations and Conditions of Use of the Service: You agree not to access the Service by
any means other than through the interface that is provided by Amplemarket for use in
accessing the Service.You shall not (a) sublicense, resell, rent, lease, transfer, assign, time
share or otherwise commercially exploit or make the Service available to any third party; (b) use
the Service in any unlawful manner (including without limitation in violation of any CAN-SPAM,
Telephone Consumer Protection Act, data, privacy or export control laws) or in any manner that
interferes with or disrupts the integrity or performance of the Service or its components, (c) use
the Service with any products, services, or materials that constitute, promote or are used
primarily for the purpose of dealing in: libelous, defamatory, obscene, pornographic, abusive or
otherwise illegal or offensive content; spyware, adware, or other malicious code; counterfeit
goods; items subject to US embargo; unsolicited mass distribution of email or multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment;
or stolen products or items used for theft or (d) modify, translate, reverse engineer, decompile,
disassemble or otherwise derive the source code or the underlying ideas, algorithms, structure
or organization of the Service.. You shall comply with any codes of conduct, policies or other
notices Amplemarket provides you or publishes in connection with the Service, and you shall
promptly notify Amplemarket if you learn of a security breach related to the Service.

You are responsible for usage limits set forth in the Order Form and/or Subscription.
Amplemarket reserves the right to bill overages as per agreed fees in the Order form, cancel
your subscription, or revoke access if limits are not maintained. You are responsible to purchase
the sufficient number of seats and access for your usage and company. Only one seat may be
used per person for all seat or license-based services. Any individual Software-specific terms
are additive to this TOS.

c. Use of the API and the Data: You shall not use the API or the Data in any manner that
violates the rights of any person, including but not limited to intellectual property rights, rights of
privacy or rights of publicity. For use of Site and the Software without limiting the foregoing, you
will access the Data solely on a transactional basis. You shall not (and shall not allow any third
party to): (a) present the Data so that it appears to be made available by any third party; and (b)
access the Data in bulk, redistribute, or resell the Data. Further, you shall not (and shall not
allow any third party to): (i) transfer or use the Data (in aggregate form or otherwise,), as well as
copy, disclose, rent, lease, sell, transfer, distribute, assign, sublicense, disassemble, reverse
engineer or decompile, modify or alter any part of the API or Data except to the limited extent
expressly authorized by the applicable statutory law or except as expressly authorized under
this TOS or by Amplemarket, and (ii) use any part of the Service or Data in any manner that
competes with Amplemarket, as solely determined by Amplemarket. You may not use any part
of the Service or Data in any manner that competes with Amplemarket, as solely determined by
Amplemarket.


d. Processing of Personal Data: You shall use any Personal Data downloaded, accessed or otherwise received through the Service solely in connection with your use of the Service in
accordance with this TOS. You represent, warrant, and covenant that you shall process any and
all Personal Data for this limited and specified purpose, consistent with any condition of
lawfulness provided by the data subject to whom Personal Data relates, and that you shall
process all Personal Data in compliance with the applicable legislation, including the
frameworks set forth by the U.S. Department of Commerce regarding the transfer of personal
information from the EU (Data Privacy Framework (DPF) Program), UK or Switzerland to the
U.S.

e. Processing of EU Output Data: You may request and receive Data regarding data subjects
within the European Union (such as their name, job title, or contact information), which we refer
to below as “EU Output Data.” If you do so, you understand and agree that you are the data
controller, and we are your data processor, as those terms are used under the GDPR. You also
agree that you will not provide any Submitted Data to us regarding any resident of the European
Union unless you have obtained legally sufficient conformity with the GDPR to do so from the
data subject of that Submitted Data. To the extent that Amplemarket processes any Customer
Personal Data that is subject to the European General Data Protection Regulation (GDPR), on
Customer’s behalf, in the provision of the services hereunder, the terms of the Amplemarket
Data Processing Agreement shall apply.

f. Use of the Amplemarket Marks: Subject to the terms hereof, Amplemarket hereby grants
you a non-exclusive, non-sublicensable right to display the Amplemarket logos, trademarks and
other identifiers provided by Amplemarket (collectively, the "Amplemarket Marks"), solely for the
purposes in connection with your use of the Service and Data. Further, you will abide by any
requests by Amplemarket regarding your use of the Amplemarket Marks if Amplemarket
determines that your use thereof does not comply with Amplemarket's quality control standards.
All use of the Amplemarket Marks in any jurisdiction will insure to the sole benefit of Amplemarket. No license or right to use any trademark of a third party is granted to you in connection with the
Service.

g. Property rights: Any software or data that may be made available by Amplemarket in
connection with the Service ("Software") contains proprietary and confidential information that is
protected by applicable intellectual property and other laws. Any rights not expressly granted
herein are reserved.

h. Your Content: 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 (hereafter "post(ing)") in connection with or relating to the Service ("Your Content"). You
may not claim ownership of content that: (i) was known to a receiving party without restriction
before receipt from the disclosing party; (ii) is publicly available through no fault of the receiving
party; (iii) is rightfully received by the receiving party from a third party without a duty of
confidentiality; or, (iv) is independently developed by the receiving party without reference to
Your Content.

i. Security: Amplemarket will make best efforts to operate using secure, stable processes. You
understand that the operation of the Service, including Your Content, may involve (a)
transmissions over various networks; (b) changes to conform and adapt to technical
requirements of connecting networks or devices and (c) transmission to Amplemarket's third
party vendors and hosting partners to provide the necessary hardware, software, networking,
storage, and related technology required to operate and maintain the Service. Accordingly, you
acknowledge that you bear sole responsibility for adequate security, protection and backup of
Your Content. Amplemarket will have no liability for any grounds to you for any unauthorized
access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of
Your Content.

j. Your Account and Equipment: You are responsible for maintaining the confidentiality of your
login, password and account and for all activities that occur under your login or account. You
shall be responsible for obtaining and maintaining any equipment and ancillary services needed
to connect to, access or otherwise use the Services, including, without limitation, modems,
hardware, server, software, operating system, networking, web servers, long distance and local
telephone service (collectively, "Equipment"). You shall be responsible for ensuring that such
Equipment is compatible with the Services (and, to the extent applicable, the Software) and
complies with all configurations and specifications set forth in Amplemarket's published policies
then in effect. You shall also be responsible for maintaining the security of the Equipment, your
Account, passwords (including but not limited to administrative and user passwords) and files,
and for all uses of your Account or the Equipment with or without your knowledge or consent.

k. Amplemarket ́s Reserved Rights. Amplemarket reserves the right to access your account in
order to respond to your requests for technical support. Amplemarket shall also have the right 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 Amplemarket 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 Amplemarket offerings, and (ii) disclose such
data solely in aggregate or other de-identified form in connection with its business. Amplemarket
has the right, but not the obligation, to monitor the Service or Your Content. You further agree
that Amplemarket may remove or disable any Your Content or any Data at any time for any
reason (including, but not limited to, upon receipt of claims or allegations from third parties or
authorities relating to the foregoing), or for no reason at all, upon prior written notice.

l. Technical Support Services: Subject to the terms hereof, Amplemarket may (but has no
obligation to) provide technical support services, through email in accordance with our standard
practice.

3. Representations and Warranties.

Amplemarket represents and warrants that (i) it has full power and authority to provide the
Services; and (b) its Services do not and will not violate, infringe, or misappropriate any third
party's copyright, trademark, or other proprietary right.

You represent and warrant to Amplemarket that (i) you have full power and authority to enter
into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or
licenses required to engage in your posting and other activities (and allow Amplemarket to
perform its obligations) in connection with the Services without obtaining any further releases or
consents; (iii) Your Content and other activities in connection with the Service, and
Amplemarket's exercise of all rights and license granted by you herein, do not and will not
violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or
publicity, or other personal or proprietary right, nor does Your Content contain any matter that is
defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv)
you are eighteen (18) years of age or older.

4. Term duration and termination.

This agreement is valid for the Initial Service Term as specified in the Order Form, and shall be
automatically renewed for additional periods of the same duration as the Initial Service Term
(collectively, the “Term”), unless the Customer requests termination at least thirty (30) days prior
to the end of the then-current term. Any additions made to the contract will take effect immediately and remain as a permanent amendment to the initial contract unless otherwise
agreed to on the date of renewal.

We do not provide refunds if you decide to stop using the Amplemarket products during your
Service Term. Even if you choose to cancel your subscription before the end of the Service
Term, we will not provide any refunds of already paid fees, and you will promptly pay all unpaid
fees due through the end of the Service Term.

Amplemarket may terminate your Account and this TOS at any time by providing thirty (30) days
prior notice to the administrative email address associated with your Account. In case of
termination for no reason, Amplemarket shall refund any pro-rata prepaid fees for services still
not used.

In the case of nonpayment or in case you breach any term of this TOS, after a request for you to
remediate the situation and no remediation takes place, Amplemarket reserves the right to
modify or discontinue, temporarily or permanently, the Service (or any part thereof), upon seven
(7) days’ notice and eventually also terminate this TOS.

All of Your Content on the Service (if any) may be permanently deleted by Amplemarket upon
any termination of your account in its sole discretion.

5. Indemnity.

You agree to indemnify Amplemarket and hold it harmless from and against any loss, liability,
claim, demand, damages, costs and expenses, including reasonable attorneys’ fees and
expenses (collectively, “Claims”), arising out of or in connection with: (1) Your use of the Site or
Service; (2) Your breach of this TOS; or (3) Your violation of any applicable law or the rights held by any third party. You may not settle any Claims in a manner that may impose any obligation
upon Amplemarket, without our prior written consent.

6. DISCLAIMER OF WARRANTIES.

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled
emergency maintenance, either by Amplemarket or by third-party providers, or because of other
causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE,
SERVICE, API AND ANY DATA PROVIDED IN CONNECTION THEREWITH, AND ALL
SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND AMPLEMARKET
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU
ACKNOWLEDGE THAT AMPLEMARKET DOES NOT WARRANT THAT THE SERVICE WILL
BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT
MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM
USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY
YOU FROM AMPLEMARKET OR THROUGH THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

7. LIMITATION OF LIABILITY.

a. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN
CONTRACT, TORT, OR OTHERWISE) SHALL AMPLEMARKET BE LIABLE TO YOU OR ANY
THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR
BUSINESS, LOST CONTENT OR DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS,
LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE BY YOU
IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM. THE
PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE
PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING
WHETHER TO ENTER INTO THIS TOS.

b. Some states do not allow the exclusion of implied warranties or limitation of liability for
incidental or consequential damages, which means that some of the above limitations may not
apply to you. IN THESE STATES, AMPLEMARKET'S LIABILITY WILL BE LIMITED TO THE
GREATEST EXTENT PERMITTED BY LAW

8. U.S. Government Matters.

You may not remove or export from the United States or allow 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. As defined in FAR section 2.101, the software and documentation installed
by Amplemarket on your Equipment (if applicable) are "commercial items" and according to
DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software"
and "commercial computer software documentation." Consistent 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 the terms of this TOS and will be prohibited except to the
extent expressly permitted by the terms of this TOS.

9. Governing Law.

This TOS shall be governed by the laws of the State of California without regard to the principles
of conflicts of law. Unless otherwise elected by Amplemarket in a particular instance, you hereby
expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of
the State of California for the purpose of resolving any dispute relating to your access to or use
of the Service.

10. ATTORNEY FEES, DISPUTE RESOLUTION, CLASS
ACTION WAIVER.

10.1 Attorney Fees. In the event of any dispute arising under this TOS, the prevailing party shall
be entitled to recover its reasonable costs and expenses actually incurred in endeavoring to
enforce the terms of this TOS, including reasonable attorney fees.

10.2 Mandatory Arbitration. Except for Litigation Claims (defined below), any dispute, claim, or
controversy arising out of or relating to this Agreement, including, without limitation (a) claims
relating to the breach, termination, enforcement, interpretation or validity thereof, (b) claims
alleging tortious conduct (including negligence) in connection with the negotiation, execution, or
performance thereof, or (c) the determination of the scope or applicability of this agreement to
arbitrate, shall be settled by arbitration. The party initiating the arbitration shall provide written
notice to the other party of its intent to arbitrate, along with the name of its proposed arbitrator,
who shall be selected from a list of qualified arbitrators maintained by the American Arbitration
Association (AAA) or the International Chamber of Commerce (ICC). Within 15 days of receiving
such notice, the responding party shall either accept the proposed arbitrator or, if they object to
the selection, provide an alternative arbitrator from the same list. If the parties cannot agree on
the selection of an arbitrator within 30, the arbitration organization shall appoint a qualified
arbitrator from its list. The selected arbitrator shall preside over the arbitration proceedings and shall apply the rules and procedures established by the chosen arbitration organization. This
arbitration clause is governed by the Federal Arbitration Act and shall be enforceable in
accordance with its terms.
The arbitration shall be heard by a single arbitrator. The arbitration award shall be final and
binding, and such award may be entered in any court having jurisdiction. This section shall not
preclude parties from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided
under applicable law, except that the arbitrator shall have no power to award: (a) punitive,
exemplary, or multiple damages under any legal theory, except in the event of a party’s or its
agent’s gross negligence or intentional misconduct; (b) mandatory or prohibitory injunctive
relief, except for temporary relief in aid of the arbitration or to secure the payment of an award;
or (c) any damages in excess of the limits set forth in this section or Section 6 (Limitation of
Liability) of this TOS.

10.3 Class Action Waiver. No party shall commence or seek to prosecute or defend any dispute,
controversy, or claim based on any legal theory arising out of or relating to this Agreement, or
the breach thereof, other than on an individual, non-class, non collective action basis. No party
shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to
this Agreement, or the breach thereof, in a representative or private attorney general capacity.
The arbitrator shall not have the power to consolidate any arbitration under this Agreement with
any other arbitration, absent agreement of all parties involved, or otherwise to deal with any
matter on a non-individual, class, collective, representative, or private attorney general basis.

10.4 Litigation Claims. The following claims (“Litigation Claims”) shall be litigated and not
arbitrated: (a) claims against a party to this Agreement under the provisions involving claims by
third parties; (b) claims by a party for the unauthorized use, or the misuse, by the other party of
the first party’s Confidential Information; (c) claims by Amplemarket to collect Subscription Fees;
and (d) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of
arbitration or to secure the payment of an arbitration award under this Agreement. The

Litigation Claims are not subject to arbitration and are expressly excluded by the parties from
arbitration unless otherwise agreed in writing.

11. Miscellaneous.

a. Marketing: Amplemarket reserves the right to use your name and/or Amplemarket name and
logo/assets as a reference for marketing or promotional purposes on Amplemarket's website
and in other communication with existing or potential Amplemarket customers.

b. Entire Agreement: This TOS is the entire and exclusive understanding and agreement
between Amplemarket and you regarding the Service, and this TOS supersedes and replaces
any and all prior oral or written understandings or agreements between Amplemarket and you
regarding such topic, provided that any express modification in an Order Form shall govern and
supersede any conflicting provision in this TOS.

c. No Waiver of Rights: The failure of Amplemarket to exercise or enforce any right or provision
of this TOS shall not be a waiver of that right.

d. Force Majeure: Neither Party will be liable to the other for any delay or failure to perform any
obligation under this Agreement where the delay or failure results from any cause beyond its
reasonable control, including, but not limited to, acts of God, labor disputes or other industrial
disturbances, electrical or power outages, utilities or other telecommunications failures,
earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of
government, acts of terrorism, or war.

e. Unenforceability and Survival. If any provision of this Agreement is held to be
unenforceable, then that provision is to be construed either by modifying it to the minimum

extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted
by law), and the rest of this Agreement is to remain in effect as written. Any obligations and
duties which by their nature extend beyond the expiration or termination of this Agreement will
survive the expiration or termination of this Agreement..

12. Privacy Policy.

Please visit Amplemarket Privacy Policy to understand how Amplemarket collects and uses user
information.

You acknowledge that this TOS is a contract between you and Amplemarket, even though it is
electronic and is not physically signed by you and Amplemarket, and it governs your use of the
Service.