Definitions.
1. “Confidential Information” means any information, maintained in confidence by
the disclosing party, communicated in written or oral form, marked as proprietary
confidential or otherwise so identified, and/or any information that by its form,
nature, content or mode of transmission would to a reasonable recipient be
deemed confidential or proprietary.
2. “End-User(s)” means an individual who is permitted to use the Services under
your account. End Users include your affiliates, employees, or contractors that
you authorize to use the Services.
3. “Ordering Document” shall mean an order form, purchase order, or statement of
work by and between the parties delineating the specific Services.
4. “Program” shall mean registration and consent by End Users to access and use
certain features of the Services; and to grant, at their discretion, the right to share
their information with third parties, subject to this Agreement.
5. “Privacy Policy” shall mean the privacy statement available at
https://www.ampedmktg.com/.
6. “Term” shall mean the Services period of time as set forth in the Ordering
Document.
7. “Third Party Services” means any third-party person or entity that provides
services to you or End User separately from AMPED, but in connection with the
Services, including without limitation social media platforms.
8. “You”, “yours” or “Company” shall mean the undersigned party.

Right to Use.
Subject to the terms and conditions of this Agreement, AMPED grants you a limited,
non-exclusive, non-transferable right to use the Services, during the Term of this
Agreement. You will ensure you keep account information up to date, use reasonable
means to protect such account information, passwords and other login credentials, and
promptly notify AMPED of any known or suspected unauthorized use of or access to
such accounts. 
Restrictions.
You shall not, directly or indirectly (i) sell, rent out, lease, license, distribute, market,
exploit the Services or any of its parts commercially, other than as specified herein (ii)
reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works
of the Services, in whole or in part; (iii) create, use and/or distribute “auto”, “trainer”,
“script” or “macro” computer programs or other “cheat” or “hack” programs or software
applications for the Services; (iv) remove, alter, disable or circumvent any copyright and
trademark indications or other authorship and origin information, notices or labels
contained on or within the Services and (v) export or re-export the Services or any copy
of adaptation in violation of any applicable laws or regulations. While using the Services,
you agree to comply will all applicable laws, rules and regulations. You shall not, without
limitation: (a) create, use, share and/or publish by any means in relation to the Services
any material which would breach of a duty of confidentiality, infringe any intellectual
property right or an individual’s right to privacy or which would incite the committing of
an unlawful act; (b) modify, distort, block, abnormally burden, disrupt, slow down and/or
hinder the normal functioning of all or part of the Service, or their accessibility to other
users, or the functioning of the Services, or attempt to do any of the above; (c) transmit
or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar
destructive device or corrupted data in relation to the Services; (c) create, supply or use
alternative methods of using the Services; (d) spamming chat, whether for personal or
commercial purposes, by disrupting the flow of conversation with repeated postings of a
similar nature; (e)transmitting or communicating any material or content which is
believed or deemed offensive, including, but not limited to, language that is harmful,
threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually
explicit, or racially, ethnically, or otherwise objectionable; (f) harassing or threatening
any other users; or (g) access or use (or permit a third party to access or use) the
Services for any unlawful purpose or for any other benchmarking or competitive
purposes.

Third-Party Service.
As applicable, the Services require using Third-Party Services, some of which are
regulated by additional terms and conditions. Please review such additional terms and
conditions carefully. You shall not use the Services in violation of such applicable terms

and conditions. Your relationship with the applicable Third-Party Service provider is an
agreement between you and them. The Services may include functionality that allows
you to access or post content to Third Party Services platforms regarding your
information. Subject to all the applicable Third-Party Service’s terms and conditions and
privacy policies, you hereby grant us permission to access and use the information that
you make available through the Third-Party Service platform at issue. To manage the
information provided to us, please review the applicable privacy settings. Additionally,
you agree and acknowledge that the collection of any information and your participation
in the Program is for the sole benefit of the Company’s business. You will not sell,
transfer or assign any information that has been collected through the Services to any
third person or entity without AMPED, data subject, or Third-Party Service’s consent, as
applicable. WE MAKE NO REPRESENTATION AND WILL HAVE NO LIABILITY OR
OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR
CORRESPONDENCE, AGREEMENTS OR TRANSACTIONS WITH, ANY THIRD-
PARTY SERVICES. YOU MUST COMPLY WITH ALL AGREEMENTS AND OTHER
LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY SERVICES. FOR
AVOIDANCE OF DOUBT, THE SERVICES ARE NOT ENDORSED BY LINEKDIN NOR
THEY FORM A PART OF LINKEDIN PRODUCTS.
Confidentiality
Recipient will hold in confidence and use no less than reasonable care to avoid
disclosure of any Confidential Information to any third party, except for its employees,
affiliates, and contractors who have a need to know (“Permitted
Recipients”). Recipient: (a) must ensure that its Permitted Recipients are subject to
written confidentiality obligations no less restrictive than the Recipient’s obligations
under this Agreement, and (b) is liable for any breach of this Section by its Permitted
Recipients. Such nondisclosure obligations will not apply to information that: (i) is known
by Recipient without confidentiality obligations; (ii) is or has become public knowledge
through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient
may disclose Discloser’s Confidential Information if required under a regulation, law or
court order provided that Recipient provides prior notice to Discloser (to the extent
legally permissible) and reasonably cooperates, at Discloser’s expense, regarding
protective actions pursued by Discloser. Upon the reasonable request of Discloser,
Recipient will either return, delete or destroy all Confidential Information of Discloser
and certify the same.
Data Privacy
You hereby represent and warrant that you are, and will remain, in full compliance with
all applicable laws, rules and regulations including, without limitation, the General Data
Protection Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy
Act, Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), and all amendments thereto, and all
other applicable laws governing deceptive trade practices and/or online marketing
and/or advertising, the Telemarketing Sales Rule, the Telephone Consumer Protection
Act, and all other applicable federal, state, county, and local laws, ordinances,

regulations and codes throughout the performance of this Agreement. To the extent
your use of the Services requires it, you are responsible for providing notice to, and
obtaining consents from, individuals regarding the collection, processing, transfer and
storage of their data through your use of the Services.  Similarly, the Services do allow
you to share your information or information of End-Users with others. If you or End
User choose to share such information, we cannot be responsible for what those other
users do with such information, so please carefully consider what you share and with
whom you share it.  Information you may obtain through the Services has not been
obtained directly from the data subjects and the data subjects have not opted-in; it is the
sole responsibility of Company to monitor data subject’s objections or consents to any
envisioned direct marketing. For avoidance of doubt, nothing in this Agreement will
restrict AMPED from collecting, using and analyzing general information and data from
its customers (including you) in an aggregated manner for purposes of improving and
enhancing the quality and nature of Services, or to market or publish general
information and statistics, provided that AMPED will not specifically identify Company or
disclose publicly any personally identifiable information in the course of collecting,
using, analyzing, marketing or publishing that information or data. Additional information
about how AMPED will access, process and use data in connection with your use of the
Services in accordance with the privacy policy available at Privacy Policy. 
Ownership.
Except where agreed in writing, nothing in this Agreement transfers ownership in, or
grants any license to, the Services or any AMPED intellectual property rights.  You
retain any ownership of your own content. AMPED may use any feedback you provide
in connection with your use of the Services as part of its business operations. You are
solely responsible for your conduct, the content of your information and your
communications with others while using the Services. For example, it's your
responsibility to ensure that you have all rights and permissions needed to comply with
this Agreement. Your use of the Services may result in the collection and further
processing and analysis by you of information belonging to third parties. Any contractual
relationship existing with such parties is entered into between you and them. You are
fully responsible for meeting any applicable obligations when contacting such parties
and processing their data, such as, without limitation, those under data protection
(including informing about the data collection and processing, as well as attending the
rights granted to them by law), cookies or e-commerce laws and regulations.
Fees and Payment.
You shall pay the fees set forth in the applicable Ordering Document (the “Fees”).
AMPED reserves the right to increase the Fees from time to time; provided, that
AMPED provides you with written notice of such increase at least 15 days prior to the
effective date of such increase. All late payments shall bear interest at 1.5% per month
or the maximum allowed by applicable law until paid in full. You are responsible for
providing complete and accurate billing information. You will be responsible for any
applicable sales, use, and excise taxes, and any like charges imposed on the purchase
and use of the Services. Unless breach of this Agreement by AMPED, all Fees are

non-refundable. Subject to applicable law, failure to pay the Fees may result in
suspension or termination of the Services.
Warranties; Disclaimer; Limitation of Liability.
Each party represents and warrants that it has full power and authority to enter into this
Agreement, and it has all adequate licenses or consents to grant the rights hereunder,
and to carry out its obligations hereunder. EXCEPT AS OTHERWISE PROVIDED
HEREUNDER, THE SERVICES ARE PROVIDED "AS IS" AND AMPED MAKES NO,
AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHERWISE WITH
RESPECT TO THE SERVICES OR THE FUNCTIONALITY, NUMBER OF LEADS,
PERFORMANCE OR RESULTS OF USE THEREOF. AMPED SHALL NOT BE LIABLE
TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR
RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST
REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT
OF THIS AGREEMENT, REGARDLESS OF WHETHER AMPED WAS ADVISED, HAD
OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY THEREOF. IN ANY
EVENT, AMPED MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT,
OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY
YOU HEREUNDER.

Indemnification.
Company will indemnify, defend and hold harmless AMPED and its affiliates and their
employees, representatives and agents against any claim, demand, action investigation
or other proceeding (“Claim”), including all damages, losses, liabilities, judgments, costs
and expenses (including reasonable attorneys’ fees and costs) to the extent the Claim is
based on or arises out of (i) breach of this Agreement (ii) violation of any applicable law
or regulation; or (iii) negligent act or omission.
Term and Termination.
The term of this Agreement shall commence on the start of the first day of the Term and
shall thereafter continue for such term, unless sooner terminated pursuant to the terms
and conditions of this Agreement; provided however, that this Agreement shall survive
with respect to any Ordering Document in effect at the time of such termination until
performance thereunder is completed. Without limiting any other rights or remedies
available, either party has the right to terminate this Agreement immediately with notice
to the other party, if (i) a party is in material breach of the terms of this Agreement and
such breach remains uncured for more than thirty (30) days, (ii) upon failure to pay
under this Agreement, or (ii) immediately if a party is the subject of a bankruptcy order,
or becomes insolvent, or makes any arrangement or composition with or assignment for
the benefit of their creditors, or goes into voluntary or compulsory liquidation, or a

receiver or administrator is appointed over its assets, or if the equivalent of any such
events under the laws of any of the relevant jurisdictions occurs to such party.
Governing Law.
This Agreement will be governed by the laws of State of California, excluding the
application of its conflict of law rules. This Agreement will not be governed by the United
Nations Convention on Contracts for the International Sale of Goods, the application of
which is expressly excluded.
General Provisions.
If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of the Agreement, which shall remain valid and enforceable
according to its terms. In the event of any conflict between the terms of the Ordering
Document, or the terms of the Agreement, the Agreement shall govern. You shall not
ship, transfer or export the Services into any country or use them in any manner
prohibited by the United States Export Administration Act or any other applicable export
control law, restriction or regulation. This Agreement may not be assigned by either
party without the prior written consent of the other party, which consent shall not be
unreasonably withheld, except no consent shall be required if either party assigns to an
affiliate or should it undergo a change of control. This Agreement shall be binding upon
and inure to the benefit of the successors and assignees. The termination of this
Agreement will not affect the survival and enforceability of any provisions of this
Agreement which are expressly or impliedly intended to remain in force after such
termination or expiration. AMPED will have no obligation to perform its obligations
hereunder to the extent and for the period that it is prevented from doing so by reason
of force majeure or any cause beyond its reasonable control. All notices, requests,
demands and other communications required or permitted under this Agreement shall
be deemed to have been delivered to a party at the address indicated in the Ordering
Document or set forth otherwise in writing (i) when actually received in the case of hand
delivery as evidenced by a signed receipt; (ii) the business day after being given to a
reputable overnight courier service, with a reliable system for tracking delivery, for
delivery the following day; (iii) when sent by confirmed e-mail with a copy sent by United
States mail within two (2) business days of the transmission; or (iv) upon receipt, when
mailed by United States mail, registered or certified mail, return receipt requested,
postage prepaid with copy sent via e-mail address provided (if applicable). This
Agreement sets forth the entire agreement between the parties hereto pertaining to the
subject matter hereof and terminates supersedes all prior agreements. The terms of the
Agreement may only be amended by mutual written agreement of the parties. Any
preprinted terms or conditions on any purchase order issued are null and void and will
not be binding upon AMPED unless specifically agreed to, in writing, by the parties
pursuant to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date set forth b