Amp Me, Inc.
Terms of Service
Last Updated: 11/18/2015
Agreement to Terms
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Provision of Services
The Services give you, as a user, the opportunity to enjoy a great listening experience with your family and friends via your and their mobile devices.
Subject to your compliance with the Terms, you can use the Services to amplify audio content (i) which you are authorized to access via third party services, or (ii) which is stored on your mobile device and for which you have all applicable rights and permission to store on your mobile device – for example in your music library (“Audio Content”), using your mobile device, with the mobile devices of your family, friends and social acquaintances, and for no other purpose. If you initiate the amplified listening experience, you are the “Host” and if you are invited by a Host to join in the experience you are a “Friend” (also referred to as “Speaker”). As a Host, you agee that you will only use the Services for the purposes of accessing and listening to Audio Content and third party services to which you have all applicable permissions and rights to access. You must comply with the terms and conditions of the third party services.
AMPME IS A TECHNOLOGY SERVICES PROVIDER AND DOES NOT LICENSE OR OFFER ANY RIGHTS OR PERMISSIONS TO HOSTS OR FRIENDS/SPEAKERS TO ACCESS AND LISTEN TO ANY AUDIO CONTENT VIA THE SERVICES. You are not permitted to and you will not, via the Services, download, save, record, make copies from any stream or otherwise, publicly broadcast, or publicly perform any Audio Content, or attempt to do any of the foregoing.
Who May Use the Services
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use certain features of the Services, either as a Host or Friend/Speaker, you may have to create an account (“Account”). You can do this via the Site or the App or through your account with certain third-party social networking services such as Google, Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”) by sending us an email or completing any survey that we may conduct. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, software works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by AmpMe through the Services; and (ii) “User Content” means any Content that Account holders (including you) submit to AmpMe. Content includes without limitation User Content, but excludes Audio Content.
Content Ownership, Responsibility and Removal
AmpMe neither has, nor claims any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, AmpMe and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, patent and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By submitting any User Content to the Services you hereby grant to AmpMe a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, reproduce, copy, modify, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders. You further grant AmpMe the right to access your device on which our App is being used for the limited purpose of providing Services and Content to you and other Account holders. AmpMe does not guarantee any confidentiality with respect to any User Content you submit. You are solely responsible for all your User Content. You represent and warrant that: (i) you will not use our Services for accessing any Content, including music Content, that you do not have the right to access and (ii) neither your User Content, nor your use and submission of your User Content to AmpMe, nor any use of your User Content by AmpMe on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity, privacy or confidentiality, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it from your Account. However, in certain instances, some of your User Content (such as posts or comments (if our Services provide that feature) you make, to the extent the Service allows it) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by AmpMe
Subject to your compliance with these Terms, AmpMe grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Rights and Terms for Apps
Rights in App Granted by AmpMe
Subject to your compliance with these Terms, AmpMe grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means, except to the extent that the App on your device synchronizes with devices of other AmpMe users, as contemplated by the functionality of the Services. AmpMe reserves all rights in and to the App not expressly granted to you under these Terms.
General Prohibitions and AmpMe’s Enforcement Rights
You agree not to do any of the following:
Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
● Use, display, mirror or frame the Services or any individual element within the Services, AmpMe’s name, any AmpMe trademark, logo or other proprietary information, or the layout and design without AmpMe’s express written consent;
● Access, tamper with, or use non-public areas of the Services or AmpMe’s computer system;
● Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by AmpMe or other generally available third-party web browsers;
● Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
● Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
● Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
● Impersonate or misrepresent your affiliation with any person or entity;
● Use the Services in a way that violates any third party rights, including third party intellectual property rights.
● Violate any applicable law or regulation; or
● Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to the Services or Content, at any time and without notice including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services including consulting with law enforcement authorities to prosecute users who violate the law.
AmpMe respects copyright law and expects its users to do the same. It is AmpMe’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see AmpMe’s Copyright and IP Policy at http://ampme.com/copyright, for further information.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at firstname.lastname@example.org. Upon any termination, discontinuation or cancellation of Services or your Account, the provisions relating to feedback, content ownership and responsibility, warranty disclaimers, indemnity, limitation of liability, governing law and dispute resolution shall survive such termination or cancellation.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify, defend and hold harmless AmpMe and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER AMPME NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AMPME 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. 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.
IN NO EVENT WILL AMPME’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO AMPME FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO AMPME, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AMPME AND YOU.
These Terms and any action related thereto will be governed by the laws of the Province of Quebec, Canada, without regard to its conflict of laws provisions.
Agreement to Arbitrate
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of our Service (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide AmpMe with written notice of your desire to do so by email or regular mail at 1000 de La Gauchetière Street West Suite 2100 Montréal QC H3B 4W5 Canadawithin thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide AmpMe with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) expressly set forth above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Client with an Arbitration Opt-out Notice, will be the courts of competent jurisdiction in the Province of Quebec, Canada, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide AmpMe with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless AmpMe otherwise agrees in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
If you are resident or domiciled in the United States, the arbitration will be administered bythe American Arbitration Association (“AAA”) in accordance with theCommercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
If you are resident or domiciled in any of the Provinces or Territories of Canada, the arbitration will be administered in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc., the seat and the place of the arbitration will be Montreal, Quebec, and the language of the arbitration will be English or French (at your option). The Arbitration Rules of the ADR Institute of Canada are available at: http://www.adrcanada.ca/resources/documents/ADRICArbitrationRules_8halfx11_000.pdf (English); or http://adrcanada.ca/resources/PubUploadFiles/Website/ARBITRATIONRULESFRENCH.pdf (French).
The following four sections (“Arbitration Process”, “Arbitration Location and Procedure”, “Arbitrator’s Decision”, and “Fees”) apply only with respect to arbitration under the AAA Rules.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents ) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless we otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that we and you submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if we change this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between us in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between AmpMe and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between AmpMe and you regarding the Services and Content. 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.
You may not assign or transfer these Terms, by operation of law or otherwise, without AmpMe’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. AmpMe may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of successors and permitted assigns of you and AmpMe.
Any notices or other communications provided by AmpMe under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
AmpMe’s delay or failure to enforce any right or provision of these Terms will not be considered a waiver of such 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 AmpMe. 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 you have any questions about these Terms or the Services, please contact AmpMe at 1000 de La Gauchetière Street West Suite 2100 Montréal QC H3B 4W5 Canada or firstname.lastname@example.org.