Thanks for using AMPT. These Terms of Service (the “Terms”) are effective as of the date you (i) click a button indicating your acceptance of these Terms, or (ii) access or use the Services, whichever is the earlier. These Terms govern your access to and use of GearFive, Inc d/b/a AMPT (“AMPT”, the “Company”, “we”, “us” or “our”) software services purchased by your Employer. The Company’s Privacy Policy is hereby incorporated by reference. If you do not accept these Terms then you may not use the Service. Any capitalized terms not otherwise defined in these Terms shall have the meanings given in clause 9 of these Terms.

Services

 

 

• The Company provides the Services to you solely for the purposes of facilitating employee recognition and engagement within Your Employer as part of its provision of Services to Your Employer.

• In consideration of you granting us a license to use Your Data, we shall provide you with access to the Services in accordance with these Terms.

• Additional terms and conditions of use of the Services may appear on the registration page or other pages for such Services and such terms and conditions are incorporated into these Terms by reference and are legally binding.

• By using these Services, you acknowledge, accept and agree with all provisions of the Privacy Policy as made available by us to you. You also acknowledge and accept any privacy policy notified to you by any Third Party Applications for use with the Services.

• If there is conflict between them, the agreement between Your Employer and the Company shall control disputes.

 

 

Your Obligations

 

2.1  Your Use – When using the Services, You shall, at all times:

2.1.1 – only access and use the Services for internal business purposes and in a manner that is consistent with these Terms;

2.1.2 – comply with the User Conduct Policies that may be posted by us from time to time, and with any rules for use issued by Your Employer;

2.1.3 – comply with all applicable laws and regulations with respect to your use of the Services, including laws protecting intellectual property rights and any criminal or civil laws governing your use of these Services. If Your Employer suspects that any content violates these laws, Your Employer reserves the right but is not obligated to remove such content;

2.1.4 – use reasonable efforts to protect your login information, including any user names, passwords or any other information used for logging in to the Service, and use reasonable efforts to prevent any unauthorized access to, or use of, the Services. In the event of an unauthorized use, you agree to promptly notify us of the breach.

2.1.5 –  comply with the prohibition on Inappropriate Content as defined below and separately by Your Employer;

2.1.6 – provide all necessary cooperation and information as may be reasonably required by us and/or Your Employer in order to provide the Services;

2.1.7 – obtain and maintain all necessary licenses and consents that may be required to use Your Data (if any, and including any licenses required from the owners or licensees of any third party information);

 

2.2  Your Representations and Warrants – By using the Service or consenting to these Terms, you represent and warrant that:

2.2.1 – You are over the age of 13, or if you are not, that you have the permission of a parent or legal guardian to use the Services.

2.2.2 – You are authorized by Your Employer to use the Services, acknowledging that User subscriptions are for designated Users and cannot be shared or used by more than one User;

2.2.3 – YOU ACKNOWLEDGE THAT YOUR EMPLOYER HAS FULL ACCESS TO YOUR USE OF THE SERVICES AND THAT YOU HAVE NO REASONABLE EXPECTATION OF PRIVACY THEREIN, REGARDLESS OF YOUR INTENT TO MAKE PUBLIC THE INFORMATION ACCESSED BY YOUR EMPLOYER;

2.2.4 – Any necessary license or consent to use Your Data has been obtained and you are authorized to use Your Data and any other data published to the Services without reservation;

2.2.5 – You acknowledge that you shall be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Your Data in the use of the Services.  Neither we nor Your Employer shall be liable for any errors or inaccuracies in any of Your Data or beyond the responsibility to accurately reproduce Your Data on your instruction;

 

2.3  Restrictions on Use – While using the Services, You shall ensure that you do not:

2.3.1 – access, store, distribute or transmit any Viruses during the course of your use of the Services;

2.3.2 – access all or any part of the Services in order to create or build a product or service which competes in whole or part with the Services;

2.3.3 – use the Services to provide services to third parties other than Your Employer and other Users within Your Employer;

2.3.4 – reverse engineer, decompile, disassemble, modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, or otherwise make the Services available to any third party; 

2.3.5 – interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

2.3.6 – attempt to gain unauthorized access to the Services or their related systems or networks;

2.3.7 – include any personal data which you do not want to be made publicly available to Your Employer and all other Users and to the extent you do provide such information, neither nor Your Employer are liable for any use and publishing of such data; and

2.3.8 – at any time in connection with your use of the Services disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users and to the extent that it is not Inappropriate Content.

 

User Accounts

 

3.1 Individual Accounts – Upon registering for this Service, you will be granted a license as an End User subject to the terms in the End User License Agreement, incorporated by reference herein. This license is non-transferable, and is granted only to you. You may not share your account with any other person. Your User Account may be reassigned to a new User if you no longer require ongoing use of the Services, at Your Employer’s discretion. 

3.2 Termination – In the event of breach of any provision in these Terms of Service, the End User License Agreement, or any other agreement relevant to your Use of the Services, or upon termination of the underlying agreement entered into by Your Employer, both we and/or Your Employer reserve the right, without liability or prejudice to our other rights, to disable your access to the Services without notice.

 

Liability and Warranties

 

4.1  Neither we nor Your Employer shall be liable in any way whatsoever for any claims or losses, damages or costs arising out of: (i) your breach of these Terms; or (ii) your acts or omissions, including without limitation any negligent or fraudulent acts or omissions by you in connection with your use of the Services; or (iii) breach or violation by you of any applicable laws or rights of any third party. THIS SERVICE MAY BE USED BY THE SUBSCRIBING EMPLOYERS TO MAKE EMPLOYMENT DECISIONS, INCLUDING PROMOTION, PAY, AND TERMINATION. UNDER NO CIRCUMSTANCES CAN THE COMPANY BE HELD LIABLE FOR ANY EMPLOYMENT DECISION MADE BY YOUR EMPLOYER ON THE BASIS OF INFORMATION MADE AVAILABLE TO YOUR EMPLOYER BY OR THROUGH THE SERVICE.

4.2 No Warranty as to Service – The Services are provided “as is” and “as available” without any warranty or support whatsoever except for any support we may offer at our discretion from time to time. We do not make any representations and disclaim all warranties, express, implied or statutory, including warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, satisfactory quality and non-infringement.

 

Your Data

 

4.1  To the extent permitted by law, Your Employer owns all content in the Services related to their business. You have sole responsibility for the legality, appropriateness, completeness, reliability, integrity, accuracy and quality of Your Data.

4.2   Solely to provide you with the Services, you grant us and your Employer a non-exclusive, worldwide, perpetual license to host, copy, transmit and display Your Data and where applicable to incorporate Your Data with the Employer Data and the Company Data only as necessary for us to provide the Services to Your Employer in accordance with these Terms.

4.3  You acknowledge that neither we nor Your Employer are obliged to edit and/or modify Your Data and are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services, including without limitation the data of other Users of the Services.  You further acknowledge that any communication with other Users while using the Services is your sole and exclusive responsibility and neither we nor your Employer will be held responsible or liable in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws arising or relating to Your Data.

4.4  We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Services when you are not using them.

4.5  YOUR EMPLOYER RESERVES THE RIGHT TO REMOVE ANY OF YOUR DATA WHICH YOUR EMPLOYER REASONABLY BELIEVES BREACHES ANY LAWS OR REGULATIONS, ANY THIRD PARTY’S RIGHTS, ANY EMPLOYER RULES, OR THESE TERMS AND/OR IS DEEMED INAPPROPRIATE CONTENT. YOUR EMPLOYER WILL NOTIFY YOU IF IT REMOVES ANY OF YOUR DATA IN ACCORDANCE WITH THIS CLAUSE.

4.6   If Your Employer installs or enables Third-Party Applications for use with Services, You acknowledge that those Third-Party Applications shall be able to access Your Data as required for the interoperation of such Third-Party Applications with the Services and any such access and use of Your Data shall be subject to the privacy policies of such Third-Party Application provider which shall be notified to you.

 

Intellectual Property

 

5.1  You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and all related software and applications, the Beekeeper Data. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of our Services.

5.2  Your Employer retains all intellectual property rights in anything You may post, share, or upload to the Services in accordance with their own internal employment agreements with you and all applicable law and regulation.

 

Term and Termination

 

6.1  These Terms are binding on you until your User subscription granted in accordance with an agreement between Your Employer and us has expired or been terminated, unless earlier terminated if you are in breach of these Terms or if any other agreements related to this relationship are terminated.

6.2  On termination of these Terms for any reason:

6.2.1 all rights of use granted under these Terms shall immediately terminate and you shall cease the use of the Services;

6.2.2 except where we are required by law to retain a copy of Your Data in accordance with applicable law or regulations, we may destroy or otherwise dispose of any of Your Data in our possession; and

6.2.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

Miscellaneous Provisions

 

7.1  You are contracting with GearFive, Inc. d/b/a AMPT. Our contact information is below:

info@ampt.com

432 S. 11th Street

Lincoln, NE 68508

 

7.2  All disputes arising out of or in connection with these Terms shall be governed by substantive Nebraska state law excluding the conflict of law rules. Any Nebraska state court, or any US federal court sitting in the State of Nebraska shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms.

7.3  Beyond the rights reserved by Your Employer that are included in these Terms, there are no third-party beneficiaries to these Terms.

7.4   No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

7.5  If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

7.6  You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may transfer our rights and obligations under these Terms to another Employer, but this will not affect your rights or our obligations under these Terms. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

Definitions

 

Inappropriate Content – content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation or disability; or (f) causes damage or injury to any person or property;

Intellectual Property Rights: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

Employer Data: all data relating to and owned by Your Employer as governed by the terms of your engagement with Your Employer and including all information or data exchanged by Your Employer with its Users or between Users through the Services.

Services – our software as a service offering made available to you to use in accordance with these Terms without charge, including access to the AMPT hosting platform, as may be amended from time to time by agreement between us and Your Employer.

Third-Party Applications - means online applications and offline software products that are provided by third parties and interoperate with the Services;

Users – means any individual who is authorized by Your Employer to use the Services, for whom a subscription to the Service has been purchased and an account created, and includes employees, consultants, contractors and agents;

Virus – any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;

Your Data – the data and information you provide to us and/or inputted by you into the Service for the purpose of creating a User account, but excluding the Employer Data and company data.

Your Employer – means the Employer which employs you, or engages you as a consultant, contractor or agent and has subscribed to our Services.