Terms of Service

These Terms of Service ("Terms") govern access to and use of the AMP helpdesk platform (the "Service") provided by AMP Advisory LLC, a New Jersey limited liability company ("AMP," "we," "us"). By accessing the Service, or by signing an order form, statement of work, or similar document that references these Terms, you ("Customer," "you") agree to them. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

1. Definitions

"Authorized User" means an individual employee, contractor, or agent of Customer whom Customer permits to access the Service, including administrators and agents.

"Requester" means any individual who submits a request through the Service without holding an Authorized User account, including Customer's own employees, clients, or customers.

"Customer Data" means all data, content, files, attachments, and communications submitted to or generated within Customer's instance of the Service, whether by Authorized Users, Requesters, or through email or web form intake.

"Customer Instance" means the dedicated deployment provisioned for Customer, including its dedicated database and file storage.

"Documentation" means the user guides and setup materials AMP makes available for the Service.

2. The Service

2.1 What the Service is

The Service is a hosted helpdesk and request management application operated by AMP on infrastructure AMP controls. AMP provisions, configures, hosts, maintains, and supports the Customer Instance.

2.2 License to use, not a sale of software

Subject to these Terms and to payment of applicable fees, AMP grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for Customer's internal business purposes.

Customer is purchasing access to a hosted service. Customer is not purchasing, licensing for redistribution, or acquiring any ownership interest in the underlying software, source code, or codebase. No source code is delivered, and no rights to the software are conveyed beyond the right of access described in this section.

2.3 Dedicated instance

Each Customer Instance is provisioned with its own dedicated database and file storage. Customer Data is not commingled with the data of other AMP customers.

2.4 Configuration and customization

The Service permits Customer administrators to configure branding, queues, statuses, intake addresses, user roles, and similar settings. Customizations requiring changes to application code are not included and are available, if at all, only under a separate written agreement.

2.5 Changes to the Service

AMP may modify, add, or remove features of the Service. AMP will not materially reduce the core functionality Customer is paying for during a paid term without notice. AMP will provide reasonable advance notice of material changes where practicable.

3. Accounts and access

3.1 Administrators

Customer designates one or more administrators who may invite, modify, and remove Authorized Users, configure the Service, and access all Customer Data within the Customer Instance. Customer is responsible for the acts and omissions of its administrators and Authorized Users.

3.2 Authentication

The Service supports sign-in via Google Workspace, Microsoft Entra ID, and email and password. Where Customer elects to use a directory-based sign-in method, verification of an identity by that directory establishes who a person is, not that the person is authorized to use the Service. Access is granted only through Customer's own invitation and provisioning of Authorized Users.

3.3 Credentials

Customer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its accounts. Customer will notify AMP promptly of any suspected unauthorized access.

3.4 Requesters

Requesters do not hold accounts and are not authenticated. Customer acknowledges that email-based correspondence, including reply links contained in notification emails, may be forwarded by recipients, and that anyone in possession of such a message may be able to submit content to the associated request. AMP applies reasonable safeguards, including holding messages from unrecognized senders for review, but Customer is responsible for instructing its Requesters and Authorized Users on appropriate handling of correspondence.

4. Customer Data

4.1 Ownership

Customer owns all Customer Data at all times. AMP claims no ownership interest in Customer Data. AMP's possession, hosting, and administration of the infrastructure on which Customer Data resides does not confer ownership. Physical or technical custody of Customer Data is not ownership of it.

4.2 AMP's role and permitted use

AMP acts as a processor and custodian of Customer Data on Customer's behalf. AMP will access Customer Data only as necessary to:

(a) provide, maintain, and support the Service; (b) diagnose and resolve technical problems; (c) prevent or address security incidents, fraud, or abuse; (d) comply with applicable law or valid legal process; or (e) act on Customer's documented instructions.

AMP will not sell Customer Data, will not use Customer Data to train machine learning models, and will not use Customer Data for advertising or for the benefit of any other customer.

4.3 Export

Customer may request a complete export of Customer Data in a structured, machine-readable format at any time during the Term, not only upon termination. AMP will provide the export within a reasonable period. Routine exports are provided at no additional charge.

4.4 Deletion and retention after termination

Upon termination or expiration, Customer may request an export as described above. AMP will retain Customer Data for 30 days following termination to allow for export requests, after which AMP will delete Customer Data from active systems within 30 days and purge it from backups within 10 days of termination, except where retention is required by law.

Customer may request accelerated deletion in writing, in which case AMP will delete Customer Data from active systems within 10 business days, subject to backup purge cycles.

4.5 Backups

AMP maintains routine backups of the Customer Instance as part of ordinary operations. Backups are a disaster recovery measure for AMP's benefit in maintaining the Service, and are not a substitute for Customer's own retention practices. Customer is responsible for maintaining independent copies of any Customer Data it is required to preserve.

4.6 Data location

The Service and Customer Data are hosted in the United States. AMP will provide notice before relocating Customer Data outside the United States.

5. Restricted and prohibited data

5.1 Prohibited data

Customer will not submit, and will not permit Authorized Users or Requesters to submit, the following to the Service:

(a) Payment card data. Full payment card numbers, magnetic stripe data, card verification values, or other cardholder data subject to PCI DSS. The Service is not within PCI DSS scope, and AMP employs automated detection intended to reject or redact such data. Customer remains responsible for compliance.

(b) Protected health information. Information subject to HIPAA, unless AMP has executed a Business Associate Agreement with Customer covering the Customer Instance. AMP does not currently offer a Business Associate Agreement. Absent one, the Service must not be used to receive, store, or transmit PHI.

(c) Government-issued identification numbers, financial account credentials, or biometric identifiers, except where the parties have agreed in writing to appropriate handling measures.

(d) Data subject to regulatory regimes AMP has not agreed in writing to support, including data subject to CJIS, FedRAMP, ITAR, or similar frameworks.

5.2 Sensitive data configuration

Certain configuration options intended for sensitive information handling, including restricted queue visibility, field-level encryption, shortened retention, and access logging, may be enabled at the queue level. Customer is responsible for determining which configurations its regulatory and contractual obligations require.

Where Customer's intended use involves regulated data, Customer will notify AMP before configuring such intake so that the parties can determine whether the Service is appropriate and what additional terms apply.

5.3 Customer's compliance responsibility

Customer is solely responsible for determining whether the Service is appropriate for the categories of data Customer chooses to process, for obtaining any necessary consents from its own personnel and Requesters, and for compliance with laws applicable to Customer's business and industry.

6. Email intake and delivery

6.1 How intake works

The Service receives email through addresses on infrastructure AMP operates. To route mail sent to Customer's own address, such as support@customer-domain.com, Customer configures a forwarding rule at its own email provider. Configuration at Customer's provider is Customer's responsibility, and AMP provides Documentation to assist.

6.2 Delivery is not guaranteed

Email delivery depends on systems AMP does not control, including Customer's mail provider, the mail providers of Requesters, spam filtering, and intermediary networks. AMP does not warrant that any message will be delivered, received, delivered promptly, or delivered without being filtered. Customer should not use the Service as the sole channel for time-critical or emergency communications.

6.3 Sending on Customer's behalf

Outbound notifications are sent from AMP-operated infrastructure using a display name Customer configures. Customer represents that it is authorized to use the names and addresses it configures. Customer will not configure the Service to send from any address or identity it does not control or have permission to use.

6.4 Automated filtering

The Service applies automated handling to inbound mail, including detection and suppression of automated replies, bounce messages, and mailing list traffic, and rate limiting of outbound messages. These measures are intended to prevent loops and abuse and may result in some messages not producing a request record. Filtering decisions are logged and available to Customer administrators.

7. Acceptable use

Customer will not, and will not permit any person to:

(a) use the Service in violation of applicable law; (b) send unsolicited bulk email, or use the Service as a mass-mailing or marketing platform; (c) upload malicious code, or attempt to gain unauthorized access to the Service, to other customer instances, or to AMP infrastructure; (d) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is unenforceable under applicable law; (e) resell, sublicense, or provide the Service to third parties as a standalone offering, or otherwise make the Service available other than to its own Authorized Users and Requesters; (f) use the Service to store or transmit material that is unlawful, infringing, defamatory, or harassing; (g) interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests; or (h) circumvent usage limits, access controls, or security features.

8. Third-party services

The Service is built on and depends upon third-party infrastructure and service providers, which as of the date of these Terms include hosting, database, file storage, and email delivery providers, and, where Customer elects directory-based sign-in, Customer's own identity provider. AMP selects and manages these providers and remains responsible for the Service, but AMP is not responsible for outages, changes, or failures originating with those providers.

AMP will maintain a current list of material subprocessors available on request and will provide reasonable notice of material changes.

9. Fees and payment

9.1 Fees

Fees, including any one-time setup and implementation fee and recurring hosting and support fees, are set out in the applicable order form, statement of work, or proposal. Unless otherwise stated, fees are quoted in U.S. dollars and exclusive of taxes.

9.2 Setup fee

Setup and implementation fees cover provisioning, configuration, and initial training, are non-refundable once work has commenced, and are separate from recurring fees.

9.3 Recurring fees and invoicing

Recurring fees are invoiced monthly, in advance and are due within 15 days of invoice date. Where hosting costs are itemized separately from support fees, AMP will identify them on the invoice.

9.4 Changes to fees

AMP may change recurring fees effective at the start of a renewal term on at least 30 days notice. If Customer does not accept a fee change, Customer may terminate effective at the end of the then current term.

9.5 Late payment

Amounts not paid when due may accrue interest at the lesser of 1.5 percent per month or the maximum permitted by law. AMP may suspend the Service for accounts more than 30 days past due, following notice.

10. Support and availability

10.1 Support

AMP provides support as described in the applicable order form or statement of work. Unless a separate service level agreement has been executed, AMP does not commit to specific response times, resolution times, or hours of availability.

10.2 Availability

AMP does not warrant uninterrupted or error-free operation and does not commit to a specific uptime percentage unless a separate service level agreement has been executed. AMP will use commercially reasonable efforts to maintain availability and to schedule planned maintenance to minimize disruption.

10.3 Maintenance

AMP may perform maintenance, including maintenance requiring brief interruption. AMP will provide advance notice of planned maintenance where practicable, and may perform emergency maintenance without notice.

11. Confidentiality

Each party may receive non-public information of the other. The receiving party will use the same degree of care it uses for its own confidential information, and no less than reasonable care, will use disclosing party confidential information only to perform under these Terms, and will not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose confidential information as required by law, provided it gives reasonable prior notice where legally permitted.

Customer Data is Customer confidential information.

12. Intellectual property

12.1 AMP property

AMP retains all right, title, and interest in the Service, including all software, source code, designs, workflows, Documentation, and all improvements and derivative works, together with all intellectual property rights therein. Nothing in these Terms transfers any such rights to Customer.

12.2 Customer property

Customer retains all right, title, and interest in Customer Data and in Customer's trademarks, logos, and branding. Customer grants AMP a limited, non-exclusive license to use Customer's marks solely to display them within the Customer Instance and in outbound communications as Customer configures.

12.3 Feedback

If Customer provides suggestions or feedback regarding the Service, AMP may use it without restriction or obligation. Feedback does not include Customer Data or Customer confidential information.

12.4 Identification of Customer

AMP will not identify Customer by name, logo, or description in marketing materials, case studies, or its website without Customer's prior written consent.

13. Warranties and disclaimers

13.1 Mutual

Each party represents that it has the authority to enter into these Terms.

13.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AMP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AMP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS.

14. Indemnification

14.1 By Customer

Customer will defend, indemnify, and hold harmless AMP from third-party claims arising out of (a) Customer Data, including claims that Customer Data infringes or misappropriates third-party rights or violates applicable law; (b) Customer's use of the Service in violation of these Terms or applicable law; or (c) Customer's submission of prohibited data under Section 5.

14.2 By AMP

AMP will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service, as provided by AMP and used in accordance with these Terms, infringes a United States patent, copyright, or trademark. This obligation does not apply to claims arising from Customer Data, from combination of the Service with items not provided by AMP, or from modifications not made by AMP.

14.3 Procedure

The indemnified party will provide prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided no settlement imposing liability or admission on the indemnified party is made without consent.

15. Limitation of liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO AMP IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to Customer's payment obligations, either party's indemnification obligations, breach of confidentiality obligations, or liability that cannot be limited under applicable law.

16. Term, termination, and suspension

16.1 Term

These Terms begin on the effective date of the applicable order form and continue for the term stated there, renewing automatically for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then current term.

16.2 Termination for cause

Either party may terminate for material breach that remains uncured 30 days after written notice.

16.3 Termination for convenience

Customer may terminate for convenience on 30 days written notice. Prepaid fees are not refundable except as expressly stated.

16.4 Suspension

AMP may suspend access, in whole or in part, if Customer's use presents a security risk, may subject AMP or others to liability, violates Section 7, or if payment is past due as described in Section 9.5. AMP will provide notice and, where practicable, an opportunity to cure before suspension, except where immediate suspension is necessary to prevent harm.

16.5 Effect of termination

On termination, Customer's access ends and Section 4.4 governs export and deletion. Sections that by their nature should survive, including Sections 4.1, 11, 12, 13.2, 14, 15, and 17, survive termination.

17. General

Governing law and venue. These Terms are governed by the laws of the State of New Jersey, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Morris County, New Jersey.

Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Notices. Notices must be in writing and are effective when delivered to the addresses on the applicable order form, or, for AMP, to support@ampadvanced.com. Routine operational notices may be sent by email to Customer's designated administrators.

Entire agreement and order of precedence. These Terms, together with the applicable order form, statement of work, and any executed data processing agreement, constitute the entire agreement and supersede prior discussions. In the event of conflict, the order of precedence is: executed data processing agreement, then order form or statement of work, then these Terms.

Amendment. AMP may update these Terms. For material changes, AMP will provide at least 30 days notice, and changes take effect at the start of the next renewal term for existing customers.

Severability and waiver. If a provision is held unenforceable, the remainder stays in effect. A party's failure to enforce a provision is not a waiver.

Contact

AMP Advisory LLC. E-mail: andrew@ampadvanced.com.