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Hosting Terms and Conditions

AMPRO Cloud Services Terms and Conditions

These AMPRO Cloud Services Terms and Conditions (the “Terms and Conditions”) are incorporated into and are a part of the Services Description entered into by and between AMPRO Applications (“AMPRO”) and the entity identified as the customer in the Services Description (“Customer”). AMPRO and Customer are each referred to as a “Party” and both as the “Parties”.

  1. Definitions. The following definitions apply to these Terms and Conditions:
    1. “AMPRO Applications” has the meaning AMPRO Applications Pty Ltd ACN = 610 493 920
    2. “Acceptable Use Policy” or “AUP” means the AMPRO Acceptable Use Policy that is applicable to use of the hardware and software provided by AMPRO hereunder as such policy is revised from time to time. Customer may access this policy at any time through the website of AMPRO.
    3. “Business Day” or “Business Hours” means Monday through Friday, 8:30 a.m. – 5:00 p.m. AEST, excluding Public holidays.
    4.  “AMPRO Cloud” means a combination of hardware, software and networking elements that comprise an information technology system and which includes Hosted Virtual Desktops, virtual servers, storage, cross connect, firewall capacity, additional RAM or CPUs, dedicated bandwidth and application virtualization ordered by Customer. The AMPRO Cloud consists of a dedicated system for the use of Customer only, the right to use certain parts of a shared system that AMPRO maintains for the customer.
    5. “Confidential Information” means all information disclosed by one Party to the other Party before or during the term of Hosting and which: (1) with respect to Customer is Customer Data (defined below), (2) with respect to AMPRO is (a) the pricing of any Service (defined below) offerings, (b) the terms and provisions set forth herein and in the Services,
    6. “Customer Data” means any non-publicly available data transmitted to or from, or stored on, the AMPRO Cloud allocated for Customer’s use hereunder.
    7. “Customer Provided Software”  Is all AMPRO Products including but not restricted to the list below and also any Microsoft products deem necessary to provide the service.
      • AMPRO [Standard Edition]
      • AMPRO Portable
      • AMPRO Remote
      • AMPRO Admin
      • AMPRO Notifier
    8. “Deployment Date” is the date defined in the Purchase Order
    9. “Effective Date” means the date that the Services begin
  1. “Hosted Virtual Desktop” means a user interface in a virtualized environment and that is accessed through a unique login identifier (username and password). Hosted Virtual Desktops are provided by AMPRO on a concurrent basis which means that the number of Hosted Virtual Desktops specified in the Services Description is the number of user interfaces that can be accessed at the same time.
  2.  “Service Level Guaranty” or “Service Level Guaranties” means a guaranty or guaranties identified as a “Service Level Guaranty” or “Service Level Guaranties” in Section 3.
  3. “Services” means Cloud Services and Supplemental Services, collectively.
  4. “Supplemental Services” means those Services that Customer purchases from AMPRO other than the Cloud Services including (1) any setup fee, (2) any database administration or “DBA” services and (3) any assistance or support for any third party application that Customer operates on the Cloud System.
  1. Services Description. AMPRO will provide the Services that are specified in detail in the Services Description. In the event of any conflict or inconsistency between provisions of these Terms and Conditions and the provisions of the Services Description, the provisions of the Services Description shall control. If AMPRO provides additional Services that are not described in the Services Description then Customer shall pay for such Services on a time and materials basis based upon AMPRO’s then standard hourly rates.
  1. Deployment and Service Level Guaranties.
    1. Deployment Guaranties.
      • AMPRO guaranties that it will deploy the Cloud Services described in the Service Description by the date stated in the Service Description or, if none is specified, then within five (5) Business Days after the Effective Date (the “Deployment Date”); provided, however, that if Customer does not provide all information that AMPRO needs in order to complete deployment by the date that would otherwise be the Deployment Date, then the Deployment Date shall be within fifteen (15) Business Days after the date that Customer provides all required information.
      • Servers are deemed deployed as of the time that AMPRO generates an email message to Customer that includes the information needed to allow Customer to transfer information to and from the Cloud System for operational purposes.
      • AMPRO guaranties that its Cloud System will be available ninety-nine percent (99%) of the time in a given month. Availability shall be measured at the exit (outbound port) of the firewall at AMPRO Cloud .
      • AMPRO guaranties functioning of the following dedicated, AMPRO-provided hardware: (a) servers, firewalls (b) attached storage devices.
      • Downtime is measured (for purposes of this Section 3.B) from the time a the issue is reported to AMPRO Applications until availability of the AMPRO Cloud is restored, or the affected device is powered back on, as applicable.
      • Customer acknowledges and agrees that AMPRO may have to take one or more portions of the Cloud Services offline in order to conduct regular maintenance or major upgrades including the installation of any patches or other fixes. AMPRO may utilize the following maintenance windows for planned downtime and such downtime shall not be counted as downtime for purposes of the Service Level Guaranty notwithstanding any provision herein to the contrary:

Maintenance Windows

Regular Maintenance will be performed as agreed between both parties

Major Upgrades Up to 1 times per year fon Average in a Time Suitable to both parties. AMPRO will provide Customer with advance written notice to the extent possible (either by email or by any other electronic means).

  1. Service Standard. AMPRO will provide Services hereunder in a professional and workman-like manner consistent with reasonable industry standards. Customer’s sole and exclusive remedy for any failure of the foregoing guaranty is for AMPRO to re-perform any portion of the Services that breaches the foregoing or, in the discretion of AMPRO , issue a refund of any fees paid for the defective Services.
  1. Suspension of Services. AMPRO may suspend or terminate Services without liability if: (a) AMPRO reasonably believes that the Services are being used in violation of these Terms and Conditions, (b) Customer does not cooperate with AMPRO’s  reasonable investigation of any suspected violation of these Terms and Conditions, (c) there is an attack on the Cloud System or the Cloud System is accessed or manipulated by a third party without Customer’s consent, (d) AMPRO is required by law to suspend the Services, or (e) there is another event for which AMPRO reasonably believe that the suspension of Services is necessary to protect the Cloud System, any other property of AMPRO or any vendor of AMPRO or the other customers of AMPRO. AMPRO will provide Customer advance notice of a suspension under this Section 4 of at least twelve Business Hours unless AMPRO determines in its discretion that a suspension on shorter or contemporaneous notice is necessary to protect AMPRO or its other customers from imminent and significant operational or security risk.
  2. Obligations and Representations of Customer. Customer must comply with the following during the term of these Terms and Conditions:
    1. Security Precautions, Account Information and AUP. Customer must use reasonable security precautions in connection with use of the Services provided hereunder and must cooperate with any investigation of AMPRO into service outages, security problems, contractual breaches or other problems that may affect compliance with these Terms and Conditions or the Services provided hereunder. Customer must maintain current account permissions, billing, and other account information up to date pursuant to the then defined procedures of AMPRO . Customer must comply with any laws applicable to use of the Services and with the then current Acceptable Use Policy of AMPRO , as published.
    2. Unauthorized Access. AMPRO is not responsible to Customer or any third party for unauthorized access to Customer’s data or the unauthorized use of the Services unless the unauthorized access or use results from AMPRO’s  failure to meet its security obligations. Customer is responsible for the use of the Services by any employee of Customer, any person Customer authorizes to use the Services, any person to whom Customer has given access to the Services, and any person who gains access to Customer’s data or the Services as a result of Customer’s failure to use reasonable security precautions, even if such use was not authorized by Customer.
  3. Term. The initial term of Services provided pursuant to the Services Description will be the period of time specified in the Services Description beginning from the Deployment Date (the “Initial Term”); provided, however, that if the Deployment Date is a date that is other than the first day of a month then the number of days between the Deployment Date and the last day of the month in which the Deployment Date occurs (the “Stub Period”) shall be added to the Initial Term. The term will automatically renew for additional one-year terms unless within thirty (30) days before expiration of the Initial Term or the then current renewed term, as the case may be, the Party that does not want to renew the term provides written notice to the other Party. The term may only be terminated prior to expiration of the then current term in accordance with the provisions set forth below in Section 17. In the event that the term of Services expires or is otherwise terminated, the provision set forth below in Section 17 shall govern.
  4. Consideration.
    1. Fees. Customer will pay AMPRO the agreed amount 12months in advance.
    2. Fee Increases. Customer acknowledges that AMPRO’s  ability to increase fees if required before the beginning of each hosting period.
    3. Setup Fee, First Invoice. AMPRO shall charge customer the setup fee as stated in quotation as part of the initial invoice.
  5. Invoicing, Payment and Failure to Pay.
    1. Invoicing. AMPRO shall present an invoice to Customer for 12 monthly reoccurring fees at the beginning of each applicable 12month period.
    2. Payment. Fees are due within 30 (30) days of invoice date. If the Parties have arranged for payment by credit card, arrangements will be made prior to each Hosting period to obtain details of credit card. AMPRO does not hold credit card details of its customers. AMPRO may suspend all Services, and Services provided pursuant to any unrelated agreement, if payment of any invoiced amount is overdue, and Customer does not pay the overdue amount within ten (10) Business Days of AMPRO’s  written notice to Customer for the same. Customer agrees to pay a reasonable reinstatement fee if Services are reinstated after a suspension for non-payment.
    3. Failure to Pay. AMPRO may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). Customer is responsible for any fees or costs, including reasonable attorney’s fees or collection agency costs, incurred to collect any amount not paid hereunder. Customer will be charged an insufficient funds fee for any returned check. Any amount owed hereunder must be paid in AUD Dollars.
  6. Non-Disclosure of Confidential Information.
    1. Restrictions on Use.
      • A Party disclosing information hereunder shall be referred to as the “Disclosing Party” and a Party receiving information hereunder shall be referred to as the “Recipient Party”. A Recipient Party shall use reasonable efforts to safeguard the Disclosing Party’s Confidential Information, and any and all documents or information derived therefrom. The Recipient Party further agrees that it shall not copy the Disclosing Party’s Confidential Information which is in tangible or intangible form and shall not use the Disclosing Party’s Confidential Information, or any information derived therefrom, for its own benefit or the benefit of others, except as authorized in writing by the Disclosing Party or except in furtherance of these Terms and Conditions.
      • The provisions of this Section 9.A shall not apply to any information that (a) the Recipient Party shall have acquired from the Disclosing Party pursuant to a subsequent agreement between the parties hereto or (b) as to particular portions of the Confidential Information, if such information (i) has become generally available to the public or (ii) was or becomes available to the Recipient Party on a non-confidential basis from a source other than the Disclosing Party.
    2. Unauthorized or Compelled Disclosure. In the event that the Recipient Party becomes aware of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information, the Recipient Party shall immediately advise the Disclosing Party in writing as to the same. In the event that the Recipient Party becomes legally compelled to disclose any such information, the Recipient Party may disclose the same and shall provide (where possible) the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of these Terms and Conditions.
    3. Obligations Survive these Terms and Conditions. The obligations imposed hereunder shall survive termination of these Terms and Conditions.
  7. Software.
    1. Software Provided. AMPRO will provide Customer with access to their server where access to all purchase software will be available. Customer may not copy any AMPRO Provided Software. Customer may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any AMPRO Provided Software. Customer may not reverse engineer, decompile or disassemble any AMPRO Provided Software. In addition to the terms of these Terms and Conditions, Customer’s use of any AMPRO Provided Software is governed by the terms and conditions set forth in any applicable license or use restrictions, including any limitation on the number of users.
    2. Software Provided by Customer.
      • Customer may make arrangements with AMPRO for the installation of any software provided by Customer, including open source software (collectively, “Customer Provided Software”). Customer represents and warrants to AMPRO that Customer has the legal right to use any Customer Provided Software in the manner used and on the Cloud System and that such use will not infringe upon the intellectual property rights of others.
      • If AMPRO has agreed to install, patch or otherwise manage any Customer Provided Software in reliance on Customer’s license with a software vendor, then Customer represents and warrants that Customer has a written license agreement with the vendor that permits AMPRO to perform these activities. AMPRO does not agree to manage any Customer Provided Software except to the extent specified in the Services Description.
      • Customer Provided Software may not be compatible with AMPRO’s  standard process for deploying and repairing any Cloud System. In addition, in order to install Customer Provided Software AMPRO may require Customer to send the physical or electronic media provided to Customer by the software vendor, both for deployment and again in the event of a failure of the Cloud System. Customer agrees that AMPRO will not be in breach of any Service Level Guaranty or other obligation under these Terms and Conditions that would not have occurred but for a delay resulting from our agreement to use Customer’s licensed software.
    3. Compliance with Software Licensing Requirements. AMPRO may request specific written certification of Customer’s compliance with this Section 10 from time to time. Customer agrees to provide AMPRO with evidence (within two Business Days after a request) of compliance with any licensing requirements as AMPRO may reasonably require prior to any scheduled Deployment Date and from time to time as necessary to update the status of any license. If Customer fails to provide the required evidence of licensing compliance AMPRO may, at its option, either (1) delay the Deployment Date for the Cloud System that was to include such software until the evidence is provided, (2) deploy the Cloud System in reliance on AMPRO’s  licensing agreement with the vendor, and charge Customer its standard fee for the use of the software until such time as the required evidence is provided, or (3) suspend or terminate the Services.
  8. WARRANTIES/DISCLAIMERS. EXCEPT AS SET FORTH ABOVE IN SECTION 3 WITH RESPECT TO DEPLOYMENT OR SERVICE LEVEL GUARANTIES OR DEFICIENT SERVICES, AMPRO MAKES NO WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES SOLD OR PROVIDED HEREUNDER, ALL OF WHICH ARE PROVIDED “AS IS.” IN ADDITION:
    1. AMPRO SPECIFICALLY DISCLAIMS AND DOES NOT PROMISE THAT THE FUNCTIONS CONTAINED IN THE AMPRO PRODUCT(S) (WHICH INCLUDE THE CLOUD SYSTEM) OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE AMPRO PRODUCT(S) WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER DATA, PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY.
    2. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF WORKMANLIKE QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED.
    3. AMPRO DOES NOT PROMISE TO BACKUP ANY DATA UNLESS CUSTOMER HAS PURCHASED BACKUP SERVICES. IF BACKUP SERVICES ARE PURCHASED, THEN (1) AMPRO DOES NOT PROMISE TO RETAIN ANY BACKUP DATA FOR LONGER THAN THE AGREED DATA RETENTION PERIOD AND, IF NONE IS SPECIFIED IN THE SERVICES DESCRIPTION, THEN FOR A PERIOD OF TWO MONTHS AND (2) CUSTOMER RELEASES AMPRO FROM ANY LIABILITY FOR LOSS OF DATA TO THE EXTENT THAT THE DATA HAS CHANGED SINCE THE LAST TIME AMPRO WAS REQUIRED TO PERFORM A BACKUP.
    4. AMPRO DOES NOT WARRANT THE HARDWARE OR SOFTWARE OF ANY THIRD PARTY MANUFACTURER OR LICENSOR WHICH MAY BE USED OR INSTALLED ON ANY CLOUD SYSTEM AND CUSTOMER AGREES TO LOOK ONLY TO SUCH THIRD PARTIES FOR ANY WARRANTY CLAIM RELATING THERETO.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMPRO OR ANY AMPRO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF AMPRO’S  LIABILITY. THE ABOVE EXCLUSIONS SHALL NOT APPLY TO THE EXTENT A JURISDICTION DOES NOT ALLOW FOR APPLICATION OF THE SAME. CUSTOMER’S EXCLUSIVE REMEDY AND AMPRO’S  ENTIRE LIABILITY UNDER THESE TERMS AND CONDITIONS IS AS SET FORTH BELOW IN SECTION 12.

  1. LIMITATIONS OF LIABILITY.
    1. RESTRICTION ON TYPE OF LIABILITY. AMPRO WILL NOT UNDER ANY CIRCUMSTANCE, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES, HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF OR DAMAGE TO ANY ASSOCIATED EQUIPMENT OR DATA, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMER’S CUSTOMERS, ARISING OUT OF THE USE OF OR INABILITY TO USE AMPRO PRODUCTS OR SERVICES, EVEN IF AMPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. MAXIMUM LIABILITY. AMPRO’S  LIABILITY FOR ANY BREACH OF ANY WARRANTY SHALL BE AS SPECIFIED IN SECTION 3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMPRO’S  LIABILITY ON ANY CLAIM OF ANY KIND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OR DAMAGE TO PROPERTY INCLUDING DATA ARISING OUT OF, RESULTING FROM, OR CONCERNING ANY ASPECTS OF THESE TERMS AND CONDITIONS OR FROM THE SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED TWO TIMES THE MONTHLY RECURRING FEE OR TWO TIMES ANY OTHER APPLICABLE FEE, FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM, AND NO CLAIM MAY BE BROUGHT AGAINST AMPRO MORE THAN ONE YEAR AFTER ANY CAUSE OF ACTION ACCRUES.
    3. Indemnification for Acts of Customer. Customer agrees to indemnify and hold harmless AMPRO and any of its agents or vendors from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising out of or in connection with any breach of any obligation of Customer hereunder including, but not limited to, the failure of Customer to comply with any Acceptance Use Policy, failure of Customer to obtain any required or comply with any software licenses or usage restrictions or failure to follow any applicable privacy/data security policy or other applicable laws.
  2. No Restrictions on Parties. Each of the parties hereto represents and warrants to the other that it has full right, power and authority to enter into these Terms and Conditions and that it is not subject to any consulting agreement or similar arrangement which would restrict its ability to enter into these Terms and Conditions or perform the Services required to be performed hereunder.
  1. Ownership of Property, Access to AMPRO Cloud and AMPRO Personnel.
    1. Ownership of Property. Each Party retains all right, title and interest in and to its respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by AMPRO during the performance of the Services shall belong to AMPRO unless AMPRO has agreed with Customer in advance in writing that it shall have an interest in the intellectual property. Customer does not acquire any ownership interest in or right to possess the Cloud System, and Customer has no right of physical access to the Cloud System. AMPRO does not acquire any ownership interest in or right to the Customer Data.
    2. Access to AMPRO Cloud . The AMPRO infrastructure used to provide the Services will be located in a controlled access data Centre operated by third party data Centre provider or an AMPRO affiliated company. Access to AMPRO Cloud will be restricted to AMPRO employees or its agents who need access for the purpose of providing the services.
    3. Non-Solicitation of Employees or Consultants. Customer acknowledges that AMPRO provides a valuable service by identifying and assigning employees or consultants for the provision of Services to Customer hereunder. Customer further acknowledges that Customer would receive substantial additional value, and AMPRO would be deprived of the benefits of its work force, if Customer directly hires AMPRO’s  employees or consultants after they have been introduced to Customer by AMPRO . Therefore, during the term of AMPRO providing Services hereunder and for a period of two (2) years thereafter, Customer shall not, directly or indirectly, or through the use of others, retain the services of any employee or consultant of AMPRO who provided services to Customer hereunder (or any such worker who resigned from AMPRO within the six month period leading up to the date of any solicitation by Customer), except through AMPRO . Both parties recognize the difficulty and uncertainty of demonstrating the amount of damages that would result in the event of a breach of this provision, therefore, both parties agree that an equitable measure of such damage is thirty percent (30%) times the greater of (a) the most recent monthly gross billing of such person by AMPRO to a client times twelve (12), or (b) the most recent monthly rate of salary or other compensation paid to such person times twelve (12). Therefore, in the event of a breach of this provision, in addition to the remedies provided for elsewhere in these Terms and Conditions, Customer shall pay to AMPRO as liquidated damages and not as a penalty the amount resulting from thirty percent (30%) times the greater of (a) or (b) hereinabove. The foregoing restriction shall not apply with respect to any former AMPRO employee or consultant that AMPRO terminated.
  2. Termination.
    1. Termination. The term of Services may be terminated at any time (1) by an aggrieved Party, effective immediately upon written notice by the aggrieved Party if the breaching Party commits a material breach of any of the terms of these Terms and Conditions (including the failure of Customer to timely pay AMPRO for Deliverables rendered hereunder which is specifically deemed a material breach) and such breach remains uncured for ten (10) Business Days after written notice of such breach has been furnished to the breaching Party or (2) by any Party, immediately upon the other Party’s insolvency, filing of a petition in bankruptcy, making an assignment for the benefit of creditors, becoming subject to any proceeding under bankruptcy or insolvency law, or winding up or liquidation, voluntarily or otherwise. Notwithstanding any provision to the contrary, AMPRO may terminate the term of Services prior to expiration of the then current term upon providing thirty (30) days’ notice to Customer, in the event that AMPRO’s  infrastructure has changed adversely affecting AMPRO’s  ability to provide Cloud Services or in the event of any successor in interest by way of merger or consolidation, or the sale of all or substantially all of its assets.
  3. Assignability. Neither Party may assign or transfer any rights or delegate any obligations hereunder and pursuant to a Services Description, in whole or in part, whether voluntarily, or by operation of law, without the prior written consent of the other Party; provided, however, that each Party shall have the right to assign these Terms and Conditions to any successor in interest by way of merger, consolidation, or sale of all or substantially all of its assets. These Terms and Conditions shall be binding upon and shall inure to the benefit of the successors and permitted assigns of each Party.
  4. Disputes. Customer expressly agrees that these Terms and Conditions shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. These Terms and Conditions shall be interpreted and governed by the laws of the Australia and all States and Territories.
  5. Miscellaneous Provisions.
    1. Notices. Any notice or other communication required to be given or made under these Terms and Conditions shall be in writing and shall be given to the other Party via email.
    2. Force Majeure. Neither Party will be in violation of these Terms and Conditions if the failure to perform the obligation is due to an event beyond such Party’s control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
    3. Severability. If any provision of these Terms and Conditions is held invalid, all other provisions of these Terms and Conditions shall remain in effect; PROVIDED, HOWEVER, that the invalid provision may be modified by the parties, an arbitrator or a court of law, as needed to make such provision valid.
    4. Promotional Use. Customer agrees that AMPRO may publicly disclose that AMPRO is providing Services to Customer. AMPRO may also use Customer’s name and logo to identify Customer as AMPRO’s  customer in promotional materials, including press releases and on its website. AMPRO will not use Customer’s name or logo in a manner that suggests an endorsement or affiliation.
    5. Entire Agreement, Amendments and No Waiver.
      • These Terms and Conditions and the Services Description constitutes the entire agreement between the parties concerning the subject matter hereof, superseding all prior and contemporaneous negotiations and discussions. No waiver, amendment or modification of any provision of these Terms and Conditions shall be effective unless in writing and signed by both parties.
      • Notwithstanding the foregoing, AMPRO may make changes to these Terms and Conditions from time to time. Said modifications shall be binding on Customer unless Customer objects to the same on the grounds that any such modification adversely affects the rights of Customer in a material manner hereunder and if Customer notifies AMPRO within thirty (30) days after the date AMPRO publishes new and revised Terms and Conditions on its website. If Customer notifies AMPRO of any such objection, then the Parties shall negotiate in good faith a resolution of the same and if the Parties fail to agree on a resolution within thirty (30) days, then Customer may elect to terminate the Services effective within a period of fifteen (15) days thereafter.
      • The failure of any Party to insist in any one (1) or more instances on strict performance of any of the terms and conditions of these Terms and Conditions, or the failure to exercise any right or privilege contained in these Terms and Conditions, or the waiver of any breach of the terms and conditions of these Terms and Conditions, shall not be considered as thereafter waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect as if no waiver has occurred.

 

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