Client Terms

01About these Terms

1.1Agreement. These Client Terms are part of the agreement between Element Tech Group LLC dba Amplifier One (“Amplifier One,” “we”) and the client named in a signed Client Agreement or Order (“Client,” “you”). Your signed Client Agreement (if you have one), these Terms, and each signed Order together form the “Agreement.” You can sign an Order on its own; a Client Agreement is needed only for Advisory Services.

1.2Order of precedence. If documents conflict, this order controls: (a) your signed Client Agreement, if any; (b) the applicable Order; ( c) these Terms. An Order overrides these Terms only where it expressly says so, and only for that Order.

1.3Negotiated agreements. If you and Amplifier One have signed a negotiated master agreement, that agreement replaces these Terms for you.

1.4Versions. The version of these Terms referenced in your Client Agreement or Order is the version that applies to it. Every version stays published at its own permanent link. We may publish new versions; a new version applies only to Orders, renewals, and Client Agreements signed or starting at least thirty (30) days after we notify you, and never changes an Order already in effect without your written agreement.

02Definitions

• Affiliate means an entity that controls, is controlled by, or is under common control with Element Tech Group LLC.
• Advisory Services means the vendor-paid technology advisory services described in Section 3.
• Paid Services means fee-based professional services, managed services, and resale of Third-Party Products, each provided under an Order.
• Order means a quote, Statement of Work (“SOW”), or service order signed by you and the Service Provider.
• Service Provider means Amplifier One or the Affiliate named in an Order as the provider of the Paid Services. When an Affiliate is named, these Terms apply between you and that Affiliate for that Order, and that Affiliate alone is responsible for it.
• Client Data means data, credentials, records, and content you provide, or that the Service Provider accesses in your systems while performing Paid Services.
• Deliverables means work product an Order identifies as deliverable to you.
• Provider Materials means tools, templates, scripts, methods, know-how, and software the Service Provider owns or licenses independently of an Order, and general improvements to them.
• Third-Party Products means hardware, software, cloud, connectivity, and other products or services provided by a vendor other than the Service Provider, whether or not resold by it.

03Advisory Services

3.1Scope. Advisory Services may include assessing needs, researching and shortlisting vendors, side-by-side evaluations, negotiating pricing and terms, coordinating implementation with your chosen vendor, and managing renewals, changes, and escalations.

3.2Vendor-neutral. Amplifier One maintains no preferred-vendor arrangements that bias its recommendations. You choose your vendors and may choose any vendor or none.

3.3Compensation. Advisory Services are free to you. Amplifier One is paid commissions, residuals, or referral fees by the vendors you select, and will disclose its compensation relationship on request. You pay your vendors directly on the terms you agree with them.

3.4Affiliate disclosure. If Amplifier One identifies itself or an Affiliate as a possible provider or reseller of something you are evaluating, it will disclose that relationship in writing before you decide and, on request, present at least one unaffiliated alternative. You are never required to buy Paid Services to receive Advisory Services.

3.5Authority. Amplifier One acts for you with a vendor only as authorized in a Letter of Agency, and will not sign contracts or commit you to financial obligations.

04Paid Services & Orders

4.1Orders required. Paid Services are provided only under a signed Order. Each Order incorporates these Terms and is a separate contract. No Paid Services are owed and no fees are payable without one.

4.2Contents. An Order states, as applicable, the Service Provider, scope, Deliverables, assumptions and exclusions, your responsibilities, schedule, service levels, fees, and term.

4.3Managed-services term. The term and renewal rules for managed services are stated in your Client Agreement or Order.

4.4Changes. Changes to scope, schedule, or fees take effect only through a written change order signed by both parties. Out-of-scope work is billed only under a signed change order.

05Fees & Payment

5.1Fees and billing. You will pay the fees in each Order. Unless the Order says otherwise, recurring fees are invoiced monthly in advance, time-and-materials work monthly in arrears, and fixed fees as the Order states.

5.2Payment terms. Invoices are due within thirty (30) days of the invoice date. Undisputed amounts paid late accrue a charge of 1.5% per month or the maximum lawful rate, whichever is less.

5.3Disputes. You may dispute an invoice in good faith by written notice within fifteen (15) days of receipt, and will pay the undisputed portion on time.

5.4Suspension. If undisputed amounts remain unpaid fifteen (15) days after written notice, the Service Provider may suspend the affected Paid Services until paid.

5.5Expenses and taxes. You will reimburse reasonable, pre-approved expenses at cost. Fees exclude sales, use, and similar taxes, which you will pay as invoiced, other than taxes on the Service Provider’s net income.

5.6Rate adjustments. Recurring managed-services fees may be adjusted no more than once in any twelve (12) month period, effective at the start of a renewal term, on at least thirty (30) days’ written notice.

06Service Delivery

6.1Standard. The Service Provider will perform Paid Services in a professional and workmanlike manner, with qualified personnel, consistent with generally accepted industry standards.

6.2Service levels. Service levels and any service credits are set out in the Order. Where an Order provides service credits, they are your sole monetary remedy for the failures they cover.

6.3Your responsibilities. You will provide timely access to premises, systems, credentials, and people; keep valid licenses and support for Third-Party Products; name a decision-making contact; and give accurate information. Delays you cause adjust schedules and fees equitably.

6.4Personnel. The Service Provider may use employees and qualified subcontractors, remains responsible for them, and binds them to confidentiality at least as protective as these Terms.

6.5Third-Party Products. Third-Party Products are governed by their vendors’ terms, warranties, and support. The Service Provider passes through vendor warranties where permitted but does not warrant, and is not responsible for, Third-Party Products. Unless an Order says otherwise, you hold title to and licenses for products purchased for you.

6.6Acceptance. Where an Order calls for acceptance, you will accept a Deliverable or describe material nonconformities in writing within ten (10) business days of delivery. The Service Provider will correct and resubmit. A Deliverable is accepted if you do not respond in that time or use it in production.

07Intellectual Property

7.1Your materials. You own Client Data and materials you provide, and license them to the Service Provider only to perform Paid Services.

7.2Deliverables. On full payment, the Service Provider assigns to you its rights in Deliverables created specifically for you, excluding Provider Materials.

7.3Provider Materials. The Service Provider keeps all rights in Provider Materials and grants you a perpetual, non-exclusive, non-transferable license to use any embedded in a Deliverable, as part of it, for your internal business.

7.4Know-how. Each party may use the general skills and experience its people retain, without disclosing the other’s Confidential Information.

08Security & Client Data

8.1Safeguards. The Service Provider will maintain reasonable administrative, technical, and physical safeguards for Client Data and credentials in its possession, access your systems only as needed, and follow your reasonable written security policies provided in advance.

8.2Incident notice. The Service Provider will notify you without undue delay, and within seventy-two (72) hours, after confirming unauthorized access to Client Data in its possession or control, and will reasonably cooperate in your response.

8.3Regulated data. Before processing personal information on your behalf under applicable privacy law, or protected health information, the parties will sign a data processing addendum or business associate agreement.

8.4Backups. Unless an Order makes the Service Provider responsible for backup and recovery, you are responsible for backups of your data and systems.

8.5Return and transition. When an Order ends, the Service Provider will return or delete Client Data as you direct, return credentials, and on request provide reasonable transition help at its then-current rates.

09Warranties

9.1Remedy. If Paid Services do not meet the standard in Section 6.1 and you notify the Service Provider in writing within thirty (30) days of performance, it will re-perform them at no charge or, if it cannot within a reasonable time, refund the fees paid for them. This is your exclusive remedy for that warranty.

9.2Disclaimer. Except as expressly stated in the Agreement, services and Deliverables are provided without other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. No warranty is given that systems will be error-free, uninterrupted, or immune from all security threats.

10Insurance

10.1While performing Paid Services, the Service Provider will maintain commercially reasonable commercial general liability, professional (errors and omissions), and cyber liability insurance, and workers’ compensation as required by law, and will provide certificates on request.

11Indemnification

11.1By the Service Provider. The Service Provider will defend you against third-party claims that a Deliverable (excluding Third-Party Products and your materials) infringes a U.S. intellectual property right, or arising from bodily injury or tangible property damage caused by its gross negligence or willful misconduct, and pay resulting damages finally awarded or agreed in settlement.

11.2By you. You will defend the Service Provider against third-party claims arising from Client Data or materials you provide, or your use of services, Deliverables, or Third-Party Products in violation of law or the Agreement, and pay resulting damages finally awarded or agreed in settlement.

11.3Procedure. The protected party gives prompt written notice, lets the defending party control the defense and settlement (no settlement may bind the protected party without consent), and reasonably cooperates at the defending party’s expense.

12Confidentiality

12.1Obligations. Each party will protect the other’s non-public information that a reasonable person would understand to be confidential (“Confidential Information”) with at least reasonable care, use it only for the Agreement, and share it only with its officers, employees, Affiliates, advisors, and support contractors who need it and are bound by confidentiality at least as protective as this.

12.2Exclusions. Confidential Information excludes information that is or becomes public through no fault of the recipient, was already known to it without obligation, is rightfully received from a third party, or is independently developed.

12.3Vendor sharing. To source and quote for you, Amplifier One may share relevant information with vendors under confidentiality, consistent with your Letter of Agency.

12.4Compelled disclosure. A party may disclose as required by law after prompt notice where legally permitted, disclosing only what is required.

12.5Duration. These obligations last during the Agreement and three (3) years after; trade secrets and credentials stay protected as long as the law protects them. A separate signed NDA governs the information it covers.

13Term & Termination

13.1Agreement and Orders. Ending a Client Agreement does not end open Orders, which continue under these Terms until they expire or end on their own terms.

13.2For cause. Either party may terminate an Order, or the Agreement, if the other materially breaches and does not cure within thirty (30) days of written notice (ten (10) days for non-payment of undisputed fees).

13.3Effect. On termination of an Order, you will pay for Paid Services performed and non-cancellable commitments made through the termination date, and each party will return or destroy the other’s Confidential Information.

13.4Commissions. Termination does not affect Amplifier One’s right to vendor commissions or residuals on services you sourced through it before termination, for as long as you continue to use them, including renewals.

13.5Survival. Payment obligations, confidentiality, intellectual property, non-circumvention, indemnification, disclaimers, and limitation of liability survive.

14Limitation of Liability

14.1Vendor performance. Neither Amplifier One nor any Service Provider is responsible for the performance, availability, outages, billing, security, or acts of vendors or Third-Party Products. Your remedies for those are against the vendor.

14.2Excluded damages. Except for the Excluded Matters, neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost use, data, goodwill, revenue, or profits, arising out of or relating to the Agreement, under any theory, even if advised of the possibility.

14.3Caps. Except for the Excluded Matters: (a) for Advisory Services, Amplifier One’s total liability will not exceed the commissions it actually received attributable to the affected services in the twelve (12) months before the claim arose; and (b) for Paid Services, each party’s total liability under an Order will not exceed the fees paid and payable under that Order in the twelve (12) months before the claim arose.

14.4Excluded Matters. These limits do not apply to breach of confidentiality, indemnification obligations, your obligation to pay fees owed, fraud, gross negligence, willful misconduct, or liability that cannot be limited by law. They apply to the fullest extent of the law, whether in contract, statute, tort (including negligence), or otherwise.

15General

15.1Governing law and venue. The Agreement is governed by California law, without regard to conflict-of-laws principles, with exclusive venue in the state and federal courts in San Luis Obispo County, California.

15.2Relationship. The parties are independent contractors. Except for the limited agency in a Letter of Agency, neither may bind the other. The Agreement is non-exclusive.

15.3Force majeure. Neither party is liable for delays (other than payment) caused by events beyond its reasonable control, including natural disasters, utility or carrier outages, labor disputes, and government action.

15.4Assignment. Neither party may assign the Agreement or an Order without consent, except to an Affiliate or in a merger or sale of substantially all assets, on written notice.

15.5Notices. Notices must be written and delivered by courier or by email with confirmation. Notices to Amplifier One go to notices@amplifierone.com or 669 Pacific Street, Suite E, San Luis Obispo, CA 93401.

15.6Entire agreement. The Agreement is the entire understanding on its subject and supersedes prior agreements on it. It may be amended only in a writing signed by both parties; a failure to enforce is not a waiver. Unenforceable provisions are modified to the minimum extent needed and the rest stays in effect.

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