· Amp License Terms

BY CLICKING “I ACCEPT” OR BY INSTALLING, DOWNLOADING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS (“THE AGREEMENT”). FOR THE AVOIDANCE OF DOUBT, ANY TERMS THAT APPLY TO YOUR USE OF OTHER AMP FRONTIER CORPORATION (“AMP”) PRODUCTS OR SERVICES DO NOT APPLY TO YOUR USE OF AMP.

1. License. Amp grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Amp (alternatively, the “Services”) as a User (“User”). You agree to use the Services in accordance with our Acceptable Use Policy, which is incorporated into and forms part of this Agreement.
2. License for User Content.
   • (a) License for all use of Amp. You grant Amp a license to access your User Content (which includes any data, text, other works of authorship, source code that you post or transmit to the Services) in order for Amp to provide the Services to you. You retain all ownership of and responsibility for your User Content, including obtaining all necessary permissions to provide and make your User Content, including Code, accessible to the Services. As between the Parties, You retain all right, title, and interest in and to User Content, including any Outputs adopted by You. Notwithstanding the foregoing, Amp may retain and store User Content for the sole purpose of providing the Services to You. You acknowledge that the Services utilize third-party LLM providers to process User Content, and that such providers may retain or access User Content to the extent required by their applicable usage, safety, or abuse prevention policies.
   • (b) Data Retention for Enterprise Subscriptions. If Your use is pursuant to an Amp Enterprise license, Amp will use commercially reasonable efforts to minimize the retention of Your prompts and responses by third-party LLM providers (“Minimal Data Retention”). Under Minimal Data Retention, LLM providers will retain prompts and responses only as long as is necessary to generate a response, subject to the following exceptions: (i) safety and abuse monitoring data, including classifier results, trust and safety scores, and content flagged as potentially violating a provider’s usage policies, may be retained by the applicable provider in accordance with its abuse prevention and safety policies; (ii) certain models or features may require extended data retention periods (including, without limitation, retention for up to 30 days) as specified in the applicable provider’s then-current documentation, and the availability of specific models or features under Minimal Data Retention may change without notice; (iii) computational artifacts derived from Your prompts (such as key/value tensors or cached tokens) may be stored in provider infrastructure for a limited period, provided that original prompt text is not persisted beyond the generation of a response; and (iv) data may be retained as required by applicable law, court order, or regulatory requirement. Minimal Data Retention terms may vary by model, feature, and provider and are subject to the applicable LLM provider’s then-current data processing terms. Amp will maintain documentation identifying which models and features are eligible for Minimal Data Retention.
   • (c) You acknowledge and agree that, (i) the Services are not designed to store Sensitive Data (as defined below), and (ii) you will not use the Services to store Sensitive Data. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in HIPAA; (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) private encryption keys, passwords, or other credentials; (vi) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (“GLBA”) or related rules or regulations; or (vii) any data similar to the above protected under applicable laws. You acknowledge that the Services and related features are not intended to meet any legal obligations for these uses, including HIPAA and GLBA requirements and that we are not a Business Associate as defined under HIPAA. Therefore, notwithstanding anything else in this Agreement, we have no liability for Sensitive Data processed in connection with your use of the Services.
3. Ownership of the Services. The Services are owned and operated by Amp. As between the parties, Amp owns all right, title, and interest in the Services, and You own all right, title, and interest in your User Content. Except as expressly set forth herein, each party retains all right, title, and interest in and to its intellectual property rights. All of Amp’s trademarks, service marks, and trade names are proprietary to Amp or its affiliates.
4. Feedback. You may submit comments or ideas about the Services, such as how to improve it (“Feedback”). By submitting a comment or idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and Amp is free to use the comment or idea without any additional compensation to you.
5. Usage Data. Amp may collect performance, analytical, or usage data (together, “Usage Data”) derived from your use of the Services to develop, improve, support, and operate our products. Usage Data does not include any User Content. Usage Data is subject to the confidentiality protections under these Terms, provided however that Amp may anonymize and aggregate it with other data to be shared publicly.
6. Data Privacy. Your data is processed pursuant to our Privacy Policy.
7. Confidentiality. “Confidential Information” means all non-public information disclosed by either Party, that is designated by the discloser as confidential or that reasonably should be considered confidential given the nature of the information or circumstances of its disclosure. Confidential Information does not include any information that: (1) was or becomes publicly known through no fault of the receiving party; (2) was rightfully known or becomes rightfully known to the receiving party without confidential restriction from a third-party that has a right to disclose it; (3) is approved by the disclosing party for disclosure without restriction in a written document or electronic record; or (4) the receiving party independently develops without access to or use of the other party’s Confidential Information. Neither party will use the other party’s Confidential Information except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information, including, without limitation, disclosing such Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”) who (i) have a need to know such information, and (ii) are subject to confidentiality obligations at least as protective of the Confidential Information as the terms of this Agreement. Each party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party if required by any governmental body, so long as, to the extent allowed under applicable law, the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the requirement. The restrictions set forth in this Section will survive the termination or expiration of this Agreement.
8. Term, Subscriptions, and Payment.
   • (a) Term. If You have not purchased a paid Subscription, the Term of this Agreement begins on the date that You begin using the Services and terminates as of the last day You use the Services. If You have purchased a paid Subscription, the Term will begin and end as described in the applicable Order Form, checkout process, or subscription period.
   • (b) Subscription Tiers. The Services are offered under the following tiers, each as further described on Amp’s then-current pricing page or in an applicable Order Form: (i) Individual Subscriptions (such as “Megawatt,” “Gigawatt,” or similar designations), which provide access to the Services for a single User on a monthly billing cycle and include a monthly allotment of agent usage and orb hours (“Included Usage”), with available features and modes varying by tier; (ii) Pay-as-you-go, which provides access to all product features at usage-based API pricing without a recurring subscription fee; and (iii) Enterprise Subscriptions, which provide access to the Services for multiple Users within a workspace under an Order Form and may include usage-based pricing, bring-your-own-key inference, enterprise SSO and directory sync, Minimal Data Retention, enterprise controls, analytics, and dedicated support.
   • (c) Credits and Usage-Based Billing. Use of the Services consumes usage credits (“Credits”) at rates published on Amp’s then-current pricing page or set forth in an applicable Order Form. Credits are a separate purchasable commodity used to pay for usage of the Services; Included Usage allotments under a Subscription are denominated in Credits and are allocated on a per-billing-cycle basis and do not roll over to subsequent billing cycles. If You exhaust Your Included Usage before the end of a billing cycle, You may purchase additional Credits to continue using the Services until Your Included Usage replenishes at the start of the next billing cycle. Users who are members of a workspace may also draw on workspace Credits after exhausting individual Included Usage. You may not directly resell resource quotas from Your Subscription, and each individual may hold a maximum of two active Subscriptions. If You incur any charges during Your use of the Services that have not been prepaid, You must pay those fees within thirty (30) days of invoice or as otherwise specified in Your Order Form.
   • (d) Cancellation. You may cancel Your Subscription at any time through Your user settings, and Your Subscription will not renew at the end of the then-current billing cycle. You will retain access to Included Usage for the remainder of the billing cycle in which You cancel. If You request a refund of the current billing cycle’s Subscription fee, Amp will refund the fee less any actual usage costs incurred during that cycle.
   • (e) Termination and Suspension. Amp may terminate this Agreement or suspend Your access to the Services immediately upon notice if: (i) You breach any provision of this Agreement (including the Acceptable Use Policy); (ii) You fail to pay any amounts when due; (iii) Amp is required to do so by law; or (iv) Amp reasonably determines that Your use of the Services poses a security risk or may cause harm to other users, Amp, or third parties. Upon termination, Your right to access and use the Services will cease immediately.
9. Credit Expiration.
   • (a) Expiration of Purchased Credits. Purchased Credits expire twelve (12) months from the date of purchase, unless a different expiration period is specified at the time of purchase or in an applicable Order Form. For the avoidance of doubt, Included Usage allotments under a Subscription that are not consumed during the applicable billing cycle will expire at the end of that billing cycle and will not roll over, as set forth in Section 8(c).
   • (b) No Refunds; No Cash Value. Credits are non-refundable except where required by applicable law. Credits are not legal tender or currency of any kind, have no cash value, and are not redeemable, exchangeable, or transferable for any sum of money or monetary value. All sales of Credits are final. You may not transfer, sell, gift, or trade Credits to any third party.
   • (c) Account Closure. Any remaining Credits will be forfeited immediately upon closure of Your account, whether by You or by Amp, and cannot be recovered.
   • (d) Expiration Notices. Amp will use commercially reasonable efforts to notify You via email at least thirty (30) days prior to the expiration of Purchased Credits, provided that failure to deliver such notice will not extend the expiration date or create any liability for Amp. You are solely responsible for monitoring Your Credit balance and usage.
   • (e) Statutory Rights. Nothing in this Section limits any rights You may have under applicable consumer protection laws regarding prepaid balances or stored value.
10. Warranties. THE SERVICES MADE AVAILABLE PURSUANT TO THESE TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AMP DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, AMP DOES NOT WARRANT THAT THE SERVICES OR CODE DATA OR ANY PART THEREOF (OR YOUR ACCESS THERETO) WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED. AMP DOES NOT WARRANT THAT ANY PARTICULAR MODEL WILL BE AVAILABLE, THAT DATA RETENTION PRACTICES OF THIRD-PARTY LLM PROVIDERS WILL REMAIN UNCHANGED, OR THAT ANY MODEL WILL MEET SPECIFIC REGULATORY REQUIREMENTS, INCLUDING HIPAA ELIGIBILITY. OUTPUTS GENERATED BY THE SERVICES, INCLUDING CODE, SUGGESTIONS, AND RECOMMENDATIONS, MAY CONTAIN ERRORS, BUGS, SECURITY VULNERABILITIES, OR INACCURACIES. AMP DOES NOT WARRANT THAT ANY OUTPUT WILL BE COMPLETE, ACCURATE, FUNCTIONAL, SECURE, OR FIT FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ALL OUTPUTS BEFORE ANY USE IN PRODUCTION OR OTHER ENVIRONMENTS. ANY FEATURES, MODELS, OR FUNCTIONALITY DESIGNATED AS “BETA,” “PREVIEW,” “EXPERIMENTAL,” OR SIMILAR ARE PROVIDED WITHOUT ANY WARRANTY OR COMMITMENT TO CONTINUED AVAILABILITY, AND AMP MAY MODIFY OR DISCONTINUE SUCH FEATURES AT ANY TIME WITHOUT NOTICE.
11. Limitation of Liability. EACH PARTY WILL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY. THE FOLLOWING TYPES OF DAMAGES WILL BE EXCLUDED: INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, LOST REPUTATION, AND COST OF REPLACEMENT SERVICES. EXCEPT FOR EXCLUDED CATEGORIES, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY LAW. NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER (AGGREGATED ACROSS ALL CLAIMS ARISING IN CONNECTION WITH THIS AMP LICENSE) WILL EXCEED $100, UNLESS YOU HAVE PURCHASED AN AMP ENTERPRISE PREMIUM LICENSE OR SUBSCRIPTION, IN WHICH CASE NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER (AGGREGATED ACROSS ALL CLAIMS ARISING IN CONNECTION WITH THIS AMP LICENSE) WILL EXCEED THE DOLLAR VALUE EQUAL TO THE TOTAL AMOUNT PAID BY YOU TO AMP IN THE 12 MONTHS PRECEDING THE UNDERLYING CLAIM.
12. Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify Amp from and against any allegation that your use of the Services or your User Content intentionally violates any third-party right, including any intellectual property right.
13. Modification of Terms and Services. Amp may, from time to time, change these Terms. All modifications will be effective when they are posted, and your continued access or use of the Services will constitute acceptance of those modifications. Amp may at any time modify, update, suspend, or discontinue the Services (or any part or feature thereof), including the availability of any model, without prior notice or liability. Amp will use reasonable efforts to provide advance notice of material changes to the Services where practicable.
14. Miscellaneous.
    1. Governing Law and Jurisdiction. The Agreement will be interpreted according to the laws of the state of California. The parties submit to the personal jurisdiction of the federal and state courts located in San Francisco, California.
    2. Arbitration. In the event of a dispute, you agree to first contact Amp at amp-devs@ampcode.com and attempt to resolve the dispute informally. In the unlikely event that a resolution cannot be reached after sixty (60) days, the Parties agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless the Parties agree otherwise.
    3. Waiver. A party’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the waiving party.
    4. Severability. If any provision of the Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provision.
    5. Assignment. The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party without written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
    6. Survival. Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
    7. Headings. The heading references herein are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.
    8. Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Amp as set forth in the Agreement.
    9. Claims. To the extent permissible under applicable law, the Parties agree that any cause of action you may have arising out of or related to the Services or Code Data must commence within eighteen (18) months after the cause of action accrues. Otherwise, such cause of action is permanently barred.
    10. Disclosures. The Services are offered by Amp, located at 455 Market St Ste 1940 PMB 431018 San Francisco, California 94105-2448, and can be reached via email at amp-devs@ampcode.com or telephone at (650) 273-5591. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.