BY USING OUR SOFTWARE, OR PURCHASING SERVICES RELATED TO THE SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS STATED BELOW IN A LEGALLY BINDING MANNER.
If you are obtaining the software as defined below on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the agreement on behalf of the company. A binding contract is then formed between AMS and the company in accordance with the terms of this agreement. You personally agree not to commit or encourage any violation of our agreement with the company.
If the company you represent or you (collectively "you") do not agree to the terms and conditions of this agreement, do not download, install or use the software.
PROPRIETARY RIGHTS AND CONDITIONS:
All right, title and interest including, but not limited to, copyright and other intellectual property rights in and to the software (including but not limited to all graphics, text files and codes) are owned by AMS. Such rights are protected by applicable copyright laws and international treaty provisions. AMS retains all rights not expressly granted herein.
You may not redistribute, sell, decompile, reverse engineer, or disassemble the software. The software, including any modified or customized versions, cannot be resold, redistributed, or offered as a service without explicit written permission from AMS. AMS reserves the right to refuse permission to use this software product to any individual or company for any reason, and may do so without notice.
Except to the extent prohibited by law, in no event will AMS, or its employees or officers be liable for direct, special, incidental, consequential or other damages resulting from the school data presented to your company through AMS. AMS makes no guarantee as to the accuracy of the information schools enter into the system and does not make any effort to ensure that the data is an accurate reflection of the services and prices offered by the school. Your use of the school data is entirely at your own risk.
DISCLAIMER OF WARRANTIES:
To the extent allowed by all applicable law, this software is provided to you "as is" without warranties or conditions of any kind, whether oral or written, express or implied. AMS specifically disclaims any implied warranties or conditions of merchantability, satisfactory quality, non-infringement and fitness for a particular purpose.
LIMITATION OF LIABILITY:
Except to the extent prohibited by all applicable law, in no event will AMS, or its employees or officers be liable for direct, special, incidental, consequential or other damages (including lost profit, lost data, or downtime costs), arising out of the use, inability to use, or the results of use of the software, whether based in warranty, contract, tort or other legal theory, and whether or not advised of the possibility of such damages. Your use of the software is entirely at your own risk. Should the software prove defective, you assume the entire cost of all service, repair, or correction.
The software purchased from AMS includes limited free support. Most free support is available through our website/email, unless otherwise specified. If you require more advanced technical support or require telephone assistance, additional consulting services or a support plan may be required. We reserve the right to change our support policy at anytime. To contact our support department for assistance, click on "Contact Us" and follow the links to "Technical Support" on our website.
AMS neither assumes nor accepts any liability for any loss, damage, theft, misuse, malfunction, etc. of your hardware or data or anything else that you may own regardless of the cause or reason for any such misfortune. AMS, it’s officers, and employees will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party . These policies, terms, and conditions may be subject to change without notice.
You may need to register for an AMS account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
Only the specific individuals for whom you have paid the required fees and whom you designate through the “ONFIGURE Users” may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be your or your Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may also permit your customers to have limited access to certain Products as Authorized Users, subject to BELOW terms
A- If you designate any of your customers as Authorized Users, you will be responsible for their use of the Software or Hosted Services as you would be for any other Authorized User.
B- You may not charge your customers for any use of the Software or Hosted Service itself, but may charge your customers as part of an overall program that includes access to your instance of the Software or Hosted Service.
C- As an Authorized User, your customers may interact with the Software or Hosted Service but may not receive any administrator, configuration or similar access to the Product.
D. AMS will not have any direct or indirect liability or obligation to any of your customers. For the avoidance of doubt, your customers are not parties to, or third party beneficiaries under, the Agreement.
E- You will defend, insure and hold harmless AMS from and against any loss, cost, liability or damage, including attorneys’ fees, for which AMS becomes liable arising from or relating to any claim brought against us by your customers arising out of their use of the Software or Hosted Services through you.
You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
A- Your License Rights.Subject to the terms and conditions of this Agreement, AMS grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation.
B- Number of Instances.Unless otherwise specified in your Order, for each Software license that you purchase, you may USE ONLY ONE DOMAIN (“that ends .ams4you.net”) of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement).
C- Your Modifications.under no circumstances you may modify any elements of the Software provided by AMS in source code form. In Spite of this clause in this Agreement anything done to the contrary, AMS has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Products. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications or the Software) or your breach of this Section
D- Third Party Code. The Software includes code and libraries licensed to us by third parties, including open source software.
A-. Open Source Software in the Products. The Products include components subject to the terms and conditions of “open source” software licenses. To the extent applicable, we will identify open source software included in a Product in or through the Product itself. Some of these licenses require us to provide the open source software to you on the terms of the open source license instead of the terms of the Agreement. In that case, the terms of the open source license will apply, and you will have the rights granted in such licenses to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer. Notwithstanding the foregoing, if you are using the Products in the form provided to you, in accordance with your permitted Scope of Use, with no distribution of software to third parties, then none of these open source licenses impose any obligations on you beyond what is stated in the Agreement.
B- Combining the Products with Open Source Software. A requirement of some open source licenses, sometimes known as “copyleft licenses,” is that any modifications to the open source software, or combinations of the open source software with other software (such as by linking), must be made available in source code form under the terms of the copyleft license. 3. Commercial Third Party Code in the Products.
B.1- The Products also include components that we license commercially from third parties (“Commercial Components”). For the avoidance of doubt, all of the restrictions for the Products in the Agreement also apply to Commercial Components. Commercial Components are also subject to some additional requirements as set forth below.
B.2- You may use Commercial Components only in conjunction with, as part of, and through the Products as provided by AMS. You may not install, access, configure or use any Commercial Components (including any APIs, tools, databases or other aspects any Commercial Components) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Commercial Components, or permit anyone else (including your customers) to do any of these things.
B.3- Some Commercial Components may include source code that is provided as part of its standard delivery. Commercial Component source code will be governed by the terms for Commercial Components. Accordingly, notwithstanding any other terms of the Agreement, you may not modify any Commercial Components. You will be financially responsible to the applicable third party licensor ("Commercial Component Licensor") for all damages and losses resulting from your or your Authorized User’s breach of this Section.
B.4- You must understand that the applicable Commercial Component Licensor retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against you. However, to be clear, Commercial Component Licensors do not assume any of AMS’s obligations under the Agreement.
HOSTED SERVICES TERM
A- Access to our Hosted Services.Subject to the terms and conditions of this Agreement, AMS grants you a non-exclusive right to access and use the Hosted Services. If AMS offers client software (e.g.mobile application, chat programs, survey tools) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are online, subscription-based products and that we may make changes to the Hosted Services from time to time.
B- Subscription Terms and Renewals.our hosted services are/will be provided on a payment (credit) basis for a set term specified in your Order.
C- Credentials.You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify AMS of any unauthorized use of which you become aware.
D- Your Data.“Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to AMS. Subject to the terms of this Agreement, you hereby grant to AMS a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. AMS may also access your account or instance in order to respond to your support requests.
E- Security. AMS implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
F- Storage Limits.There may be storage limits associated with a particular Hosted Service. These limits are described in the services descriptions on our websites or in the Documentation for the particular Hosted Service. AMS reserves the right to charge for additional storage or overage fees at the rates specified on our website. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.
Support and Maintenance
AMS will provide the support and maintenance services for the software. during the period for which you have paid the applicable fees. Support and Maintenance is subject to the terms of the AMS Support Policy and will be provided at the support level and during the support term specified in your Order. The AMS Support Policy may be modified by AMS from time to time to reflect process improvements or changing practices. Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available. Regular maintenance where interruptions may occur will be held on Sundays 11:00 to 12:00 PM GMT in the last week of each month unless urgent cases arise that may require immediate maintenance actions.
Responsibility for Your Data.
General.You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our Acceptable use policy below*: and all applicable local, state, federal and international laws and regulations. You represent and warrant that, you have obtained all necessary rights, releases and permissions to provide all Your Data to AMS and to grant the rights granted to AMS in this Agreement and Your Data and its transfer to and use by AMS as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. AMS accepts no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
A- Sensitive Data.You will not submit to the Hosted Services (or use the Hosted Services to collect any personally identifiable information, except as necessary for the establishment of your AMS account and related to your customer’s (prospective or enrolled student’s) educational, academic, travel, insurance, accommodation needs and requirements. You must acknowledge that AMS is not acting as your Business Associate or subcontractor
B- Indemnity for Your Data.You will defend, indemnify and hold harmless AMS from and against any loss, cost, liability or damage, including attorneys’ fees, for which AMS becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriate the intellectual property rights of a third party or violates applicable laws.
* Acceptable Use Policy
Here at AMS, our goal is to help you and your team do the best work of your clients and having peace of mind every day work environment. In order to do this, we need to keep our products and services running smoothly, quickly, and without distraction. To accomplish this mission , we need strong help from our users. We plead you not to misuse or abuse our products and services.
Here is what we will not allow in our system:
- Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.
- Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data
- Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data
- Deciphering any transmissions to or from the servers running the services
- Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
- Using “robots,” “spiders,” “offline readers,” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser
- Going far beyond the use parameters for any given service as described in its corresponding documentation
- Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the services were designed
Unlawful and Dishonest activities
- Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely imply any sponsorship or association with AMS or any third party)
- Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services
- Using our services to stalk, harass, or post direct, specific threats of violence against others
- Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws)
- Accessing or searching any part of the services by any means other than our publicly supported interfaces.
- Using meta tags or any other “hidden text” including AMS’s or our suppliers’ product names or trademarks
- Using the services to generate or send unsolicited communications, advertising, chain letters, or spam
- Soliciting our users for commercial purposes, unless expressly permitted by AMS
- Ridiculing AMS or our partners, vendors, or affiliates
- Promoting or advertising products or services other than your own without appropriate authorization
- Posting, uploading, sharing, submitting, or otherwise providing content that:
- Infringes AMS’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right
- You don’t have the right to submit
- Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful
- Encourages illegal or tortious conduct or that is otherwise inappropriate
- Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
- Contains viruses, bots, worms, scripting exploits, or other similar materials
- Is intended to be inflammatory
- Could otherwise cause damage to AMS or any third party
In this Acceptable Use Policy, the term “content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the services and (2) any other materials, content, or data you provide to AMS or use with the Services.
Without affecting any other remedies available to us, AMS may permanently or temporarily terminate or suspend a user’s account or access to the services without notice or liability if AMS (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
As part of our commitment to customer satisfaction, we allow customers to return a Product within 15 days of first payment for any reason or no reason. In the context of Software, a return means that we will disable the license key that allowed the Software to operate. In the context of Hosted Services, a return means that we will disable access to the Hosted Service. We will not accept returns after the 15-day return period. You understand that AMS may change this practice in the future.
We will deliver the applicable license keys (in the case of Software) or login instructions (in the case of Hosted Services) to the email addresses specified in your Order when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of any Software, and you acknowledge that AMS has no further delivery obligation with respect to the Software after delivery of the license keys.
You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. dollars at the time you place your Order. Other than as expressly set forth in Return Policy Section, all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. You agree that we may bill your credit card for renewals and unpaid fees, as applicable.
Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by AMS, you must pay to AMS the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to AMS any such exemption information, and AMS will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
Except as otherwise expressly permitted in this Agreement, you will not: rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, You will not: use the Products for the benefit of any third party, You will not: incorporate any Products into a product or service you provide to a third party,You will not: interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, You will not: reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, You will not: remove or obscure any proprietary or other notices contained in any Product, or You will not: publicly disseminate information regarding the performance of the Products.
Ownership and Feedback
Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. AMS and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for AMS, including without limitation as they may incorporate Feedback (“AMS Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to AMS, including sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”). AMS may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits AMS's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise
all products are provided “as is,” and AMS and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. you may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law. AMS shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of AMS. to the maximum extent permitted by law, neither AMS nor any of its third party suppliers makes any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any products or any content therein or generated therewith, or that: - the use of any products will be secure, timely, uninterrupted or error-free; - the products will operate in combination with any other hardware, software, system, or data; - the products (or any products, services, information, or other material purchased or obtained by you through the products) will meet your requirements or expectations); - any stored data will be accurate or reliable or that any stored data will not be lost or corrupted; - errors or defects will be corrected; or - the products (or any server(s) that make a hosted service available) are free of viruses or other harmful components.
Limitation of Liability
Neither party (nor its suppliers) shall be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. neither party’s aggregate liability to the other shall exceed the amount actually paid by you to us for products and support and maintenance in the 12 months immediately preceding the claim. notwithstanding anything else in this agreement, our aggregate liability to you in respect of no-charge products shall be us$10. this section (limitation of liability) shall not apply to - amounts owed by you under any orders, - either party’s express indemnification obligations in this agreement. The parties agree that the limitations specified in this section (limitation of liability) will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.
Third Party Vendor Products.AMS or third parties may from time to time make available to you (e.g., through the AMS Extra) third-party products or services, including but not limited to addons and plugins as well as implementation, customization, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. AMS does not warrant or support non-AMS products or services, whether or not they are designated by AMS as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with AMS products, you acknowledge that AMS may allow the vendors of those products and services to access Your Data as required for the interoperation and support of such add ons with the AMS products. AMS shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third party add on vendors.
We may identify you as an AMS customer in our promotional materials. You may request that we stop doing so by submitting an email to firstname.lastname@example.org at any time. Please note that it may take us up to 30 days to process your request.
Improving Our Products
We are always striving to improve our Products. In order to do so, we need to measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base.