XAmplifier Terms and Conditions
Payments & Fees
The standard contract length for XAmplifier services is 12 months.
The Term for a program is as stipulated in the specific Agreement. If neither party provides written cancellation 30 days prior to the end of the Agreement Term, the Agreement will automatically renew for 12 months.
XAmplifier’s price will not exceed the amount set forth without the Client’s prior approval.
Initiating payment includes any one-time setup fee, plus the first month’s software interface and additional module fees, if applicable.
All subsequent software interfaces and/or additional module fees, if applicable, will be invoiced at the start of each calendar month.
Each party acknowledges that any payment made by Client to XAmplifier hereunder is payment for general marketing and administrative services to be performed by XAmplifier.
In any event of delinquent payment status, XAmplifier software suspends activity, and log-in access.
The fee for reinstatement is the greater of $75 or 10% of monthly module fees.
Program Kickoff
The initiating payment for all services is due in advance of work.
XAmplifier will charge for initiating payment(s) the day it receives the executed Agreement.
The start date of the program(s) will be mutually agreed upon during the Kickoff telecon, with mutual confirmation via subsequent email.
Intellectual Property & Confidentiality
XAmplifier reserves rights to all services and concepts it currently offers the marketplace and will develop during the Agreement. Our methodologies are unique and are protected by current trade secret and intellectual property laws in the State of Illinois.
“Confidential Information” means any information, technical data, or know-how, whether in oral, written, or other tangible form, and whether or not designated as confidential, and including but not limited to lists or files, internal organization information, employee lists, client lists, attorney-client privileged information, attorney work product, software, developments, processes, designs, research, marketing or finances of the party that discloses the Confidential Information (“Disclosing Party”) or any of its affiliates. Confidential Information does not include information which (i) is lawfully in the possession of the party that receives the Confidential Information (“Receiving Party”) at the time of disclosure; (ii) prior to or after disclosure becomes generally known to the public, not as a result of any improper inaction or action of Receiving Party; (iii) is disclosed to Receiving Party by a third party lawfully in possession thereof, and disclosure by such third party does not violate any obligation of confidence; or (iv) is approved for release, in writing, by Disclosing Party. Receiving Party agrees not to use, directly or indirectly, any Confidential Information for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the Services or Agreement. Receiving Party will not disclose any Confidential Information to third parties, except as may be required in connection with the Services or Agreement, or as may be required by applicable law. Receiving Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information. Receiving Party agrees to notify Disclosing Party in writing of any misuse or misappropriation of Confidential Information that may come to the Receiving Party’s attention. In the event Receiving Party is compelled by judicial process to disclose any Confidential Information, Receiving Party shall first notify Disclosing Party, and shall cooperate with Disclosing Party in any efforts to quash or limit such compelled disclosure. This obligation shall survive the expiration, termination or cancellation of this Agreement.
It is XAmplifier's policy to respect the confidentiality of its client Practices/businesses. Consistent with this understanding, both parties will hold confidential from outside parties details of this Agreement or Client's marketing efforts (e.g., terms, pricing, budget, specific techniques).
XAmplifier and Client represent that they will conduct their activities on behalf of Client in compliance with all applicable laws and regulations and consistent with the highest professional standards.
Information & Client Data
Client and XAmplifier agree that contact information provided by Client is property of Client. XAmplifier agrees that such contact information is to be treated as proprietary information of Client, and will not be shared with any other third-party entity. In the event of termination of Client's association with XAmplifier, XAmplifier will deliver to Client any proprietary information in XAmplifier's possession.
XAmplifier has the right to anonymize data from contact information such as converting personally identifiable information into aggregated data. Anonymized data is data that can no longer be associated with an individual.
XAmplifier reserves the right to maintain ownership of data enrichments that may be applied to the information provided by the Client.
Data enrichment is defined as merging third-party data from XAmplifiers proprietary source with Client's existing database of first-party customer data. More broadly, data enrichment refers to processes XAmplifier may use to enhance, refine, or otherwise improve Client's raw data for improved results. It encompasses XAmplifier's strategy and process needed to improve existing databases that are essential in making data a valuable asset.
User accounts & personal information
In the course of using the Services, you may be required to provide XAmplifier personally identifiable information, including contact information, username and password (“Credentials”). XAmplifier handles such information with the utmost attention, care and security.
Nonetheless, you, not XAmplifier, shall be responsible for maintaining and protecting your Credentials in connection with the Services.
If your contact information, or other information relating to your username or password changes, you must notify XAmplifier promptly and keep such information current.
You are solely responsible for any activity using your Credentials, whether or not you authorized that activity.
You should immediately notify XAmplifier of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify XAmplifier immediately.
Entire Agreement, Governing law, Severability, Non-waiver, Assignment
In the event that the parties are unable to resolve any differences or disputes to their mutual satisfaction, the parties hereto irrevocably agree that subject to XAmplifier's election to the contrary, all actions or proceedings in any way, manner, or respect, arising out of or from or related to this Agreement shall be litigated only in courts having sites within Chicago, Illinois. Each party hereby consents and submits to the jurisdiction of any local, state, or federal court located within Chicago, Illinois, and hereby waives any right it may have to transfer or change the venue of any such litigation.
The Parties agree that in the event either Party brings litigation and/or mediation and/or arbitration to enforce the terms of this Agreement, the prevailing Party shall be entitled to all costs incurred, including, but not limited to, reasonable attorney’s fees and court costs incurred at both the trial and appellate levels, in addition to any other award or decree granted or given by the court, from the non-prevailing Party.