The OpenAmplifyTM Services are owned and operated by Hapax
LLC ("Hapax"). The OpenAmplifyTM Services
are offered subject to your complete acceptance of the terms contained herein
and all other operating rules, policies (including OpenAmplify's and Hapax'
Privacy Policy), and terms that may be published from time to time (collectively, the "Terms of Service") by
Hapax. Please read these Terms of
Service carefully before accessing or utilizing the OpenAmplifyTM Services.
By accessing or utilizing the OpenAmplifyTM
Services offered by Hapax ("Our," "We," or "Us"), you acknowledge that you have
read, understood, and agree to these Terms of Service. You may not access or utilize the OpenAmplifyTM
Services or agree to these Terms of Service if you are barred from accessing or
utilizing these services under the laws of the United States, any country in which
you are a resident, or any country from which you access or utilize these
services.
These Terms of Service govern your use of the services and
products available at or through the openAmplify.com website or designated OpenAmplifyTM
servers, including, the hosted OpenAmplifyTM metadata generation and retrieval
services, sample code, and OpenAmplifyTM-developed applications (collectively,
"the OpenAmplifyTM Services").
Your OpenAmplifyTM Services
You are responsible for maintaining your use of the OpenAmplifyTM
Services. Hapax may change or remove
your access to any OpenAmplifyTM Services that Hapax, in its sole discretion, considers
inappropriate or unlawful, likely to cause Hapax liability, or in violation of
these Terms of Service. Unless a
separate written agreement between you and Hapax authorizes additional usage, you
may utilize the OpenAmplifyTM Services for a maximum of one thousand (1000)
transactions per day, subject to the these Terms of Service.
If you submit content to Hapax via your OpenAmplify-assigned identification,
you hereby represent and warrant that the content is not connected with or related to: (a) the infringement of any
intellectual property rights of any party; (b) the unauthorized transmission of
unsolicited commercial electronic mail; (c) the transmission of defamatory
materials; (d) fraud; and (e) a violation of any import or export laws.
You hereby represent and warrant that you will not violate, attempt to violate, or knowingly
facilitate the violation of the security (including access control or
authentication systems) or integrity of the OpenAmplifyTM Services.
You must immediately notify Hapax of any unauthorized uses of
your account or any other breaches of security. Hapax will not be liable for any acts or
omissions by you, including any damages of any kind incurred as a result of
such acts or omissions.
All rights to the data generated by the OpenAmplifyTM
Services (the "Output") shall remain with Hapax. Hapax grants you a limited use,
non-exclusive, non-transferable license to the Output, for your internal use
only, and subject to these Terms of Service.
Responsibility of All
Users
Hapax has not reviewed, and cannot review all of the Output processed
or stored by the OpenAmplifyTM Services, and is not responsible for the Output
or the content, use, or effects of such material. By offering the OpenAmplifyTM Services, Hapax
does not represent or imply that it endorses the Output or the content of any material
displayed or stored, or endorses the Output or content as accurate, useful, or
non-harmful. The Output transmitted by
the OpenAmplifyTM Services may be offensive, indecent, or otherwise
objectionable. The OpenAmplifyTM Output may
contain content that violates the rights of others, infringes the intellectual
property or other proprietary rights of third parties, or downloads, copies, displays,
stores, or uses content which may be subject to additional terms and
conditions, expressed or implied. Hapax
disclaims any responsibility for any harm resulting from the use of the OpenAmplifyTM
Services. You are responsible to
determine if such a violation is present and are responsible for all damages to
Hapax and to you related to your use of any material violating any laws or the
rights of any third party.
Limitations on Use
You agree on the following limitations on your rights to use
the OpenAmplifyTM Services and the Output transmitted by the OpenAmplifyTM
Services, specifically:
-
You
will not modify, enhance, edit, translate, adapt, reverse engineer,
decompile, disassemble, or create derivative works based upon or otherwise
alter, in part or in full, any OpenAmplifyTM
Services or Output,
including metadata.
-
You will not resell the OpenAmplifyTM Services or
the Output transmitted by the OpenAmplifyTM Services.
-
If you are an ISP
or other provider of Internet connectivity you cannot use the OpenAmplifyTM
Services or the Output transmitted by the OpenAmplifyTM Services in conjunction
with any effort to track, monitor, or analyze user behavior in any manner.
-
Any use of the OpenAmplifyTM Services in conjunction
with deep packet inspection or similar monitoring technologies is prohibited.
Service Termination
Without limiting any of the above representations or
warranties, Hapax has the right (though not the obligation) to, at Hapax' sole
discretion (i) refuse to provide the OpenAmplify service to you if your use is
likely to violate any OpenAmplifyTM
policy or is in any way harmful or objectionable; or (ii) immediately terminate
or deny access to and use of the OpenAmplifyTM Services to any individual or
entity for any reason.
Copyright and DMCA Policy
Hapax supports the rights of copyright owners. Any notification of copyright infringement in
accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. Sec.
512, should be submitted to:
DMCA agent: Kyle L. Elliott
Spencer Fane Britt & Browne
1000 Walnut Street, Suite 1400
Kansas City, MO 64106-2140
Intellectual Property
These Terms of Service do not transfer from Hapax to you any
Hapax or third-party intellectual property.
All right, title, and interest in and to such property will remain, as
between you and Hapax, solely with Hapax. OpenAmplify, OpenAmplify.com, the OpenAmplify
logo, and all other trademarks, service marks, graphics and logos used in
connection with the OpenAmplifyTM Services or the OpenAmplifyTM website, are
trademarks or registered trademarks of Hapax. Other trademarks, service marks, graphics and
logos used in connection with the OpenAmplifyTM Services may be the trademarks
of third parties. Your use of the OpenAmplifyTM
Services grants you no right or license to reproduce or otherwise use any Hapax
or third-party trademarks.
Changes
Hapax reserves the right, at its sole discretion, to modify
or replace any part of these Terms of Service at any time, with or without
notice. Hapax may, in the future, offer
new services and/or features through the service or website (including, the
release of new tools and resources). Such
new features and/or services shall be subject to the terms and conditions of these
Terms of Service.
Termination
You may terminate your acceptance of these Terms of Service
after expiration of the fixed period as defined in a separate agreement, to the
extent a separate agreement exists. Further
use of the OpenAmplifyTM Services after the effective date of such termination
is strictly prohibited. Notice of such
intent shall be provided in writing no later than 60 (sixty) days before
expiration of the fixed period. All
provisions of these Terms of Service which by their nature should survive
termination shall survive termination, including, without limitation, ownership
provisions, warranty disclaimers, indemnity and limitations of liability.
Disclaimer of Warranties
The OpenAmplifyTM Services are provided "as is" and "as
available" without warranty of any kind, either express or implied, including
without limitation warranties of merchantability, fitness for a particular
purpose, and non-infringement. Hapax does
not warrant that the OpenAmplifyTM Services will be error-free, free from
viruses or other harmful components, or that access thereto will be continuous
or uninterrupted. Though Hapax uses
reasonable efforts to provide accurate and up-to-date information in connection
with the OpenAmplifyTM Services, it does not make any warranties or
representations as to its accuracy or completeness. Hapax assumes no liability or responsibility
for any errors or omissions in the content produced by the OpenAmplifyTM
Services. Your use of the OpenAmplifyTM
Services constitutes your express agreement that such use is at your own risk.
Limitation of Liability
In no event will Hapax, or its suppliers or licensors, be
liable with respect to any subject matter of these Terms of Service under any
contract, negligence, strict liability, or other legal or equitable theory for:
(i) any direct, indirect, incidental, punitive, or consequential damages (including,
without limitation, any lost profits or damages for business interruption, loss
of information, programs, or other data) that result from access to, use of, or
inability to use the OpenAmplifyTM Services or due to any breach of security
associated with the transmission of information over the internet, even if
Hapax was previously advised of the possibility of such damages; or (ii) the
cost of procurement or substitute products or services. Hapax shall have no liability for any failure
or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent
prohibited by applicable law.
General Representation and Warranty
You represent and warrant that: (i) your use of the OpenAmplifyTM
Services will be in strict accordance with the OpenAmplifyTM Privacy Policy,
with these Terms of Service, any other applicable agreement, and with all
applicable laws and regulations (including without limitation any local laws or
regulations in your country, state, city, or other governmental area, regarding
online conduct and acceptable content, and including all applicable laws
regarding the transmission of technical data exported from the United States of
America or the country in which you reside); and (ii) your use of the OpenAmplifyTM
Services will not infringe or misappropriate the intellectual property rights
of Hapax or any third party.
Indemnification
You agree to indemnify and hold harmless Hapax, its
contractors, its licensors, and its respective directors, officers, employees
and agents from and against any and all claims and expenses, including
attorneys' fees, arising out of your use or misuse of the OpenAmplifyTM Services
or any violation of these Terms of Service.
Severability
You agree that if any term, condition, provision, or clause
of these Terms of Service is deemed unenforceable by a court of law or other
recognized authority, then every effort shall be made to interpret that term,
condition, provision, or clause so as to be enforceable to the full extent of
the law while still reflecting the spirit of these Terms of Service. If such interpretation is deemed not
possible, then the term, condition, provision, or clause in question shall be
stricken form these Terms of Service, and the remaining provisions shall remain
in force and enforceable.
Miscellaneous
These Terms of Service constitutes the entire Terms of
Service between Hapax and you concerning the subject matter hereof, and they
may only be modified by a written amendment signed by an authorized executive
of Hapax, or by the posting by Hapax of a revised version. Except to the extent an applicable law
provides otherwise, these Terms of Service, any access to or use of the OpenAmplifyTM
Services will be governed by the laws of the state of Maryland, U.S.A.,
excluding its conflict of law provisions.
The proper venue for any disputes arising out of or relating to any of
the same will be the state and federal courts located in Annapolis, Maryland. Hapax may assign its rights under this Terms
of Service without condition. You may
not assign rights under these Terms of Service. These Terms of Service will be binding upon
and will inure to the benefit of the parties, their successors, and permitted
assigns.