Customer Terms of Service
Amplified Intelligence Technologies

Last updated 24 August 2023


Please read the Customer Terms of Service carefully.
Amplified Intelligence Technologies Pty Ltd
ABN: 21 636 344 360
Our Customer Terms of Service is a contract that governs our customers’ use of Amplified Intelligence products and subscription services. It consists of the following sections:

1.DEFINITIONS
2.PRODUCT SPECIFIC TERMS: attentionPLAN®
3.USE OF SERVICES
4.TERM AND TERMINATION
5.INTELLECTUAL PROPERTY
6.LIABILITY
7.FEES
8.MISCELLANEOUS
Your Order Form is the Amplified Intelligence-approved form created following your purchase of one of our products or services through our online payment process or via direct purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased, any limits on these products and services, and your fees.
You’ll receive a copy of your Order Form(s) upon purchase or you can request a copy at any time by contacting support@amplifiedintelligence.com.au.
We’ve aimed to keep these terms as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
We update these terms from time to time. If you have an active Amplified Intelligence subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates).
You can access these Terms of Service at any time via: https://www.amplifiedintelligence.com.au/terms-of-service/

1. DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated.
“Authorised Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services
“Freemium” means the service or other products or features made available by us to you on an unpaid trial or free basis.
“Order” or “Order Form” means the Amplified Intelligence-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.
“Product Specific Terms” means the additional product-related terms that apply to your use of Amplified Intelligence products. These terms form part of the Agreement and can be found in section 2.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://amplified.co or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.
“Users” means your employees, representatives, consultants, contractors or agents who are authorised to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Amplified Intelligence”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. PRODUCT SPECIFIC TERMS: attentionPLAN®
2.1. “attentionPLAN® Freemium” is the free tier experience of attentionPLAN® with limited functionality and outputs. AI reserves the right to further limit, expand and/or collect a fee for elements of this free tier experience.
2.2. “Campaign Limit” is the number of media plan uploads granted to your organisation account. The number of campaigns available is specified by your subscription type and will be listed on your Order Form. If your organisation account has multiple User Accounts, these will all draw down on the same Campaign Limit.
2.3. “User Account Limits” is the number of users that can access attentionPLAN® under your subscription agreement. The number of users will be specified on your Order Form.
2.4. “Market Data” denotes the underlying data enabled for your organisation’s account. For attentionPLAN® Freemium this is default set to Global. The market(s) of data per your subscription agreement will be listed on your Order Form and will subsequently be available for selection within the product platform for your organisation account.

3. USE OF SERVICES
3.1. Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Free Services at any time by activating them in your Amplified Intelligence account. We might provide some or all elements of the Subscription Service through third party service providers.
You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.
3.2. Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Amplified Intelligence account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Amplified Intelligence account.
3.3. Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.
You must be 18 years of age or older to use the Subscription Service.
3.4. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
3.5. Prohibited and Unauthorised Use. You will not use the Subscription Service in any way that violates the terms of this agreement or for any purpose or in any manner that is unlawful or prohibited by this Agreement.This includes but is not limited to the clauses in Section 5: Intellectual Property.
You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.
You will notify us promptly of any unauthorised use of your Users’ identifications and passwords or your account by contacting support@amplifiedintelligence.com.au
3.6. Freemium. If you register for a free trial (freemium), we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial limits (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

4. TERM AND TERMINATION
4.1. Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew on a month-by-month basis.
4.2. Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal thirty (30) days prior to the renewal date. If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by contacting hello@amplifiedintelligence.com.au, or your Customer Success representative.
4.3. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This includes, but is not limited to, breach of the clauses in Section 5: Intellectual Property.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

5. INTELLECTUAL PROPERTY
5.1. IP Ownership. You do not under this Agreement obtain a proprietary interest or security interest in any intellectual property owned by us. This agreement provides you with a non-exclusive, limited licence to use such intellectual property as is embodied in the Product for its internal use only.
5.2. Use of IP. You warrant that you shall not, without AI’s written consent:
– reverse engineer the Product; or any Confidential Information of AI for any purpose including, but not limited to, the creation of any product or service that competes with a product or service of AI.
– repackage or create derivative works from AI’s Intellectual Property;
– communicate the Product or its contents to third parties;
– disclose any data derived from the Product to a third party; or
– take any action that would disclose the underlying intellectual property or trade secrets in the Product to a third party

6. LIABILITY
6.1. Negligence. As a continuing obligation, except to the extent caused by AI’s wilful default or negligence, the Client indemnifies and holds harmless AI from and against all loss, costs (including legal costs and expert’s fees on an indemnity basis), liability and expenses in connection with the use or exploitation of any products and subscription services including for:
– claims or allegations in respect of personal injury or death, or loss of or damage to any property, or infringement of any right;
– costs or expenses incurred as a result of a claim or allegation as above.
6.2. AI Warrant. AI warrants and represents that, to the best of knowledge, neither the Product nor subscription services will infringe the rights of any third party.

7. FEES
7.1. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade products or base packages, (ii) you subscribe to additional features or products, including additional campaigns or market data, or (iii) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.
7.2. Fee Currency. All subscription fees are presented in United States Dollars ($USD) unless otherwise stated on your Order Form. All fees, regardless of currency, still attract local non-inclusive taxes based on your organisation’s location.
7.3. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our product materials. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section.
7.4. Payment of Fees. If you are paying by credit card, you authorise us to charge your authorised Payment Method for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
In the event of a failed attempt to charge your authorised Payment Method (for example, if your authorised Payment Method has expired or is no longer valid), we reserve the right, and you authorise us, to retry billing your authorised Payment Method. If you update your authorised Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your authorised Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the ‘Suspension’ section or terminate your account in accordance with the ‘Termination for Cause’ section if we remain unable to successfully charge a valid authorised Payment Method.
7.5. Payment against invoice. All amounts invoiced are due and payable upon thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
7.6. Late payments. In the event you do not pay an invoice 15 days after the invoice due date, we may immediately terminate your organisation account access until this fee is paid. Beyond this, we reserve the right to immediately invoice your organisation the pro rata the remaining amount of your total contract value, in addition to 3% late fees of any outstanding invoice.
7.7. Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your authorised Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
7.8. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
7.9. Withholding tax. You must not withhold a payment, deduct an amount from a payment or invoice nor make a payment with conditions or qualifications for any reason including setoff, counterclaim or, except as required by local law, taxes.

8. MISCELLANEOUS
8.1 Dispute resolution. In the event of a dispute, you agree to contact AI in writing with details of any grievance in advance of any court action and the parties shall attempt to negotiate in good faith to come to an agreement within 10 Business Days of the matter being referred.
8.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Australia, without giving effect to the choice of law provisions. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Australia over any claim under or in connection with this Agreement or its enforceability.