LAST UPDATED: 10/22/25 

These Terms of Service (“Terms”) set forth the terms and conditions that govern the use of the Benefit Navigator software-as-a-service solution provided by Amplifi, a 501(c)(3) nonprofit organization (“Amplifi”), and are entered into by and between Amplifi and the partner identified in an applicable Service Order (as defined below) (“Partner”). “Benefit Navigator” is Amplifi’s web-based economic mobility and time saving tool that is designed as a one-stop-shop, created for case managers and potential benefit recipients to navigate public benefits and tax credits and provide trusted information to fuel economic mobility. 

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These Terms, together with any applicable service order or order form (each, a “Service Order”), constitute a binding agreement (the “Agreement”) between the parties. Each Service Order is hereby incorporated by reference into these Terms. In the event of a conflict between these Terms and any Service Order, the terms of the Service Order shall control with respect to the services described therein. 

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By executing a Service Order, or by accessing or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. You further represent and warrant that you have the right, authority, and capacity to enter into this Agreement. 

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1. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used. 

   1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Partner or any Authorized Users to access the Services. 

   2. “Authorized User” means any individual who is an employee of Partner and/or Agency(ies), as applicable, or such other person or entity as may be authorized by a Service Order, to access the Services pursuant to Partner’s rights under this Agreement. Each Authorized User must be assigned unique login credentials, which may not be shared with any other person. Shared or group access to a single user account is strictly prohibited. 

   3. “Documentation” means the technical materials, if applicable, provided by Amplifi to Partner in hard copy or electronic form describing the use and operation of the Software. 

   4. “Error” means a reproducible failure of the Software to substantially conform to the Documentation. 

   5. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. 

   6. “Partner Content” means any content developed by or on behalf of Partner and used with the Software, including data that Partner uploads or uses in queries. This includes any information entered into the Software by the Partner’s Authorized Users. 

   7. “Services” means the Benefit Navigator services ordered by Partner through a Service Order.  

   8. “Software” means the Benefit Navigator and any associated user interfaces, websites, and related technology that Amplifi makes available pursuant to this Agreement. 

   9. “Supported Environment” means a computing environment with reliable internet access, which is the only technical requirement necessary for accessing the Services. No specific hardware or software is required beyond a modern web browser and an active internet connection. 

2. PROVISION OF SERVICES. 

   1. Access. Subject to Partner’s payment of the initial fees set forth in the Service Order, Amplifi will provide the Services via an online user interface. On or as soon as reasonably practicable after execution of the Service Order, Amplifi shall provide to Partner the necessary Access Protocols to allow Partner and its Authorized Users to access the Services in accordance with the Access Protocols. Setup and onboarding activities will not begin before receipt of an initial payment inclusive of the setup fee and first subscription payment as set forth in the Service Order. 

   2. Responsibility for Software and Content Hosting. Amplifi shall, at its own expense, provide for the hosting of the Software which is accessible as part of the Services, provided that nothing herein shall be construed to require Amplifi to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by Partner or any Authorized User to provide access from the Internet to the Services. 

   3. Service Recipient Entities. Partner’s affiliated entities, subagencies, non-governmental entities, or similar entities (each an “Agency”) may use the Services as Authorized Users, provided they first execute a Service Order incorporating these Terms by reference as the governing terms and conditions, and replacing “Partner” with “Agency,” mutatis mutandis. In such instances, the Service Order shall specify whether Partner or the applicable Agency shall pay for the Services. Unless the parties agree otherwise, the only changes to the Service Order that will be made for that Agency will be (i) variations to the Services based on the Agency needs; and (ii) fees billable to the Agency and/or Partner. It is not expected that there will be a general renegotiation of other commercial or legal terms for new Agencies.  

   4. Support. Partner may submit support requests to Amplifi by sending a detailed support ticket via email to the BNsupport@amplifi.org. Amplifi will use commercially reasonable efforts to respond to such requests within a reasonable timeframe; however, Amplifi does not guarantee any specific response or resolution times. Support is provided solely to assist with issues arising from the Software’s use in accordance with this Agreement and the Supported Environment. Amplifi reserves the right to prioritize, escalate, or decline support requests at its sole discretion. Amplifi may, in its sole discretion, provide Partner with updates, upgrades, enhancements, and any other improvements that Amplifi then generally offers to other partners.  

   5. Support Exclusions. Amplifi shall have no responsibility or liability of any kind, whether for breach of or otherwise, arising or resulting from: (a) Partner’s or Authorized Users’ use of any version of the Software or the Services other than the then-current unmodified version provided to Partner; (b) any problems which are not Errors; (c) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Amplifi; (d) nonconformities resulting from misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Services, Software, or Documentation; (e) problems or Errors caused by Partner’s, Authorized Users’, or other third party’s products, services or equipment; or (f) modification, amendment, revision, or change to the Software or the Services by any party other than Amplifi or Amplifi-authorized representatives. Any use of or reliance on data or data output contained in the Software or the Services is Partner’s or Authorized User’s sole responsibility.  

3. INTELLECTUAL PROPERTY. 

   1. License Grant. Subject to the terms and conditions of this Agreement, Amplifi grants to Partner a non-exclusive, non-transferable license during the term, solely for Partner’s internal business purposes and in accordance with the limitations set forth herein, (a) to access, use, perform, and digitally display the Software as required for use of the Services and in accordance with the Documentation; and (b) to use the Documentation solely to support Partner’s use of the Services.  

   2. Limitations. The Services, Software, Documentation, and all other materials provided by Amplifi hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Amplifi and its suppliers. Partner agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Software or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Software or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software; (e) use or copy the Software or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Software to any individual other than an Authorized User, except as expressly allowed herein. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Partner’s jurisdiction require Amplifi to give Partner the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Partner must first request such information from Amplifi and Amplifi may, in its discretion, either provide such information to Partner or impose reasonable conditions, including a reasonable fee, on such use of the source code for the Software to ensure that Amplifi’s and its suppliers’ proprietary rights in the source code for the Software are protected. Partner acknowledges and agrees that the Services, Software, and Documentation will not be used, and are not licensed for use, in connection with any of Partner’s time-critical or mission-critical functions. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Partner regarding the Services, Software, Documentation, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Software. 

   3. Ownership. The Services, Software, Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Amplifi and its suppliers. All rights in and to the Services, Software and Documentation not expressly granted to Partner in this Agreement are reserved by Amplifi and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Partner regarding the Software, Documentation, and Services or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software. 

   4. Open Source Software. Certain items of software may be provided to Partner with the Software and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of the section titled Indemnification or the subsection titled License Grant. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Partner’s rights under, or grants Partner rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Amplifi makes such Open Source Software, and Amplifi’s modifications to that Open Source Software, available by written request at the notice address specified in the Service Order.  

   5. Feedback. Partner hereby grants Amplifi a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate in the Services any suggestions, enhancement requests, recommendations or other feedback provided by Partner relating to the Services (“Feedback”). In no event shall Feedback be deemed to be Partner Confidential Information. 

   6. Usage Data. The parties acknowledge and agree that Amplifi may collect non-personally-identifiable, aggregated usage data relating to Partner’s use of the Services. Amplifi will own all rights in such data and may use such data for any purpose (including, but not limited to, providing the Services, and auditing and improving the Services), provided that if Amplifi provides such data to a third party it will aggregate and anonymize such data so that Partner cannot be identified as the source of such data. Usage data may also be shared with any organization paying for another organization’s use of the Software. 

4. FEES AND EXPENSES; PAYMENTS. 

   1. Fees. In consideration for the access rights granted to Partner and the services performed by Amplifi under this Agreement, Partner and/or Agency(ies) will pay to Amplifi all fees in accordance with the applicable Service Order. Unless otherwise specified in the Service Order, all amounts are due within thirty (30) days of the invoice date. Amplifi may increase its fees by up to three percent (3%) annually upon prior written notice to Partner. Except as otherwise provided in a Service Order, all fees for Services are due and payable to Amplifi in advance. Amplifi shall be entitled to withhold performance and discontinue service until all amounts due are paid in full.  

   2. Increased Authorized Users. In the event that Partner wishes to increase the number of Authorized Users beyond the maximum number of Authorized Users for which fees have been paid, Partner shall be required to pay additional fees associated with the increased number of Authorized Users, prorated for the remainder of the Term. Amplifi and/or its suppliers may evaluate product usage data in order to verify Partner’s compliance with the Authorized User parameters.  

   3. Expenses. Partner and/or Agency(ies), as applicable, shall reimburse Amplifi for all costs that are pre-approved by Partner. All costs and expenses incurred by Partner in connection herewith are the sole responsibility of Partner.  

   4. Interest. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.  

5. PARTNER CONTENT AND RESPONSIBILITIES. 

   1. License; Ownership. Partner grants Amplifi a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Partner Content as necessary for purposes of providing the Services and (b) to use the Partner trademarks, service marks, and logos as required to provide the Services and for Amplifi’s promotional, advertising, and marketing purposes. The Partner Content hosted by Amplifi as part of the Services, and all worldwide Intellectual Property Rights in it, is the exclusive property of Partner. All rights in and to the Partner Content not expressly granted to Amplifi in this Agreement are reserved by Partner. 

   2. Authorized Users’ Access to Services. Partner may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. If a Partner wishes to add additional User IDs, Partner may order such additional User IDs at any time by executing a new Service Order detailing the number of additional User IDs. It shall be Partner’s sole responsibility to perform those specific services that are necessary to establish Partner’s or Authorized Users’ use of the Software, Documentation, and Services. This includes, but is not limited to: (a) providing employee lists to set up Authorized User accounts and (b) designating Authorized Users to participate in training. Upon written acceptance by Amplifi of the Service Order, Amplifi shall make the Service(s) available to the additional Authorized Users. Partner shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Amplifi promptly of any such unauthorized use known to Partner. 

   3. Partner Warranty. Partner represents and warrants that any Partner Content hosted by Amplifi as part of the Services shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Amplifi’s system or data; (e) otherwise violate the rights of a third party; or (f) contain any sensitive personal information, including but not limited to social security numbers, driver’s license numbers, government-issued identification numbers, health information, or other data subject to heightened privacy or security regulations. Amplifi is not obligated to back up any Partner Content; the Partner is solely responsible for creating backup copies of any Partner Content at Partner’s sole cost and expense. Partner agrees that any use of the Services contrary to or in violation of the representations and warranties of Partner in this section constitutes unauthorized and improper use of the Services. 

   4. Partner Responsibility for Data and Security. Partner and its Authorized Users shall have access to the Partner Content and shall be responsible for all changes to and/or deletions of Partner Content and the security of all passwords and other Access Protocols required in order to access the Services. Partner shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Partner Content. 

6. WARRANTIES AND DISCLAIMERS. 

   1. Limited Warranty. Amplifi warrants that the Software will operate in substantial conformity with its intended functionality under normal use and in a Supported Environment. Provided that Partner notifies Amplifi in writing of any breach of the foregoing warranty during the term hereof, Amplifi shall, as Partner’s sole and exclusive remedy, provide the support set forth in section titled Support. This warranty gives Partner specific legal rights, and Partner may also have other rights which vary from jurisdiction to jurisdiction.  

   2. Disclaimer. THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS MADE FOR THE BENEFIT OF PARTNER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS,” AND AMPLIFI MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO PARTNER BY AMPLIFI. AMPLIFI DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO PARTNER.  

7. LIMITATION OF LIABILITY. 

   1. Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, AMPLIFI OR ITS SUPPLIERS SHALL NOT BE LIABLE TO PARTNER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH AMPLIFI’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF AMPLIFI HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.  

   2. Amount of Damages. THE MAXIMUM LIABILITY OF AMPLIFI ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY PARTNER TO AMPLIFI DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL AMPLIFI’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE AMPLIFI’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF AMPLIFI OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO PARTNER. 

   3. Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and this Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.  

8. CONFIDENTIALITY. 

   1. Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the Software, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Amplifi. 

   2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Partner) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Amplifi). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.  

   3. Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order. 

9. INDEMNIFICATION. 

   1. By Amplifi. Amplifi will defend at its expense any suit brought against Partner, and will pay any settlement Amplifi makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Software or the Services misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any copyright or United States patent issued as of the effective date of the Service Order. If any portion of the Software or the Services becomes, or in Amplifi’s opinion is likely to become, the subject of a claim of infringement, Amplifi may, at Amplifi’s option: (a) procure for Partner the right to continue using the Software or the Services; (b) replace the Software or the Services with non-infringing software or services which do not materially impair the functionality of the Software or the Services; (c) modify the Software or the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Partner to Amplifi for the remainder of the term then in effect, and upon such termination, Partner will immediately cease all use of the Software, Documentation, and Services. Notwithstanding the foregoing, Amplifi shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Software or the Services not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Software or the Services in combination with other products, equipment, software or data not supplied by Amplifi; or (z) any modification of the Software or the Services by any person other than Amplifi or its authorized agents. This subsection states the sole and exclusive remedy of Partner and the entire liability of Amplifi, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions. 

   2. By Partner. Partner will defend at its expense any suit brought against Amplifi, and will pay any settlement Partner makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Partner’s breach or alleged breach of the subsection titled Partner Warranty. This subsection states the sole and exclusive remedy of Amplifi and the entire liability of Partner, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein. 

   3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.  

10. TERM AND TERMINATION. 

    1. Term. This Agreement commences on the effective date of the Service Order and remains in effect for a period of one (1) year (the “Term”) unless earlier terminated as set forth below. This Agreement shall be automatically renewed for consecutive one (1) year terms unless either party provides written notice to the other of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.  

    2. Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, including failing to pay amounts due, or the associated Service Order and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.  

    3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, each party shall comply with the obligations to return all Confidential Information of the other party, as set forth in the section titled Confidentiality. In the event of termination due to Partner’s breach of this Agreement, all fees paid by Partner shall be non-refundable, and any unpaid amounts due for the remainder of the applicable term shall become immediately due and payable. The sections and subsections titled Definitions, Limitations, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.  

11. MISCELLANEOUS. 

    1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Partner hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Amplifi’s principal place of business is located for any lawsuit filed there against Partner by Amplifi arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The laws of the jurisdiction where Partner is located may be different from California law. Partner shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Software, Documentation, or Services hereunder. 

    2. U.S. Government End Users. The Services and any related documentation are “Commercial Items,” as defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with these provisions, the Services are licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. 

    3. Export. Partner agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Amplifi, or any products utilizing such data, in violation of the United States export laws or regulations. 

    4. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Partner agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty. 

    5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

    6. Remedies. Except as provided in the sections titled Limited Warranty and Indemnification, the parties’ rights and remedies under this Agreement are cumulative. Partner acknowledges that the Services, Software, and Documentation contain valuable trade secrets and proprietary information of Amplifi, that any actual or threatened breach of the sections titled Intellectual Property or Confidentiality or any other breach by Partner of its obligations with respect to Intellectual Property Rights of Amplifi will constitute immediate, irreparable harm to Amplifi for which monetary damages would be an inadequate remedy. In such case, Amplifi will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any Software, Documentation, or any portions thereof, that Partner attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive. 

    7. No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.  

    8. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. 

    9. Independent Contractors. Partner’s relationship to Amplifi is that of an independent contractor, and neither party is an agent or partner of the other. Partner will not have, and will not represent to any third party that it has, any authority to act on behalf of Amplifi. 

    10. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the Service Order by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party. 

    11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. 

    12. Other Services. Amplifi’s services outside the scope of this Agreement, if any, shall be provided pursuant to Amplifi’s then-current applicable services policies and procedures, including, at a minimum, execution of Amplifi’s then-current consulting/professional services agreement and payment of Amplifi’s then-current fees for such services, plus Amplifi’s reasonable costs and expenses incurred in providing such services. 

    13. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Partner and Amplifi.