EFFECTIVE DATE: 1 November 2025
These Amplee AI Terms of Service (the "Agreement") are entered into by and between Amplee Sdn Bhd ("Amplee," "we," "us," or "our"), a company registered in Malaysia, and the entity or person accessing or using the Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
The "Effective Date" of this Agreement is the date that is the earlier of: (a) Customer's initial access to any Services through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Modifications to this Agreement: From time to time, Amplee may modify this Agreement. Unless otherwise specified by Amplee, changes become effective for Customer upon renewal of Customer's current Subscription Term, or entry into a new Order Form. Amplee will use reasonable efforts to notify Customer of changes through communications via Customer's account, email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.
"Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
"AI Agent" means the artificial intelligence-powered customer service agent provided as part of the Services.
"Customer Data" means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded, or imported to the Services by Customer and (b) data, content or information provided by or about End Users (including chat logs, conversation history, and interaction records) that are collected through Customer's use of the Services.
"Customer Properties" means Customer's websites, applications, platforms, or other offerings owned and operated by Customer through which Customer uses the Services to communicate with End Users.
"End Users" means Customer's customers, prospective customers, and other users who interact with Customer's business through the Services.
"Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy, data transfer, international communications, artificial intelligence, and the exportation of technical or personal data.
"Order Form" means a written or electronic form referencing this Agreement that is used to order the Services, including an online registration or payment process completed through Amplee's website.
"Permitted User" means an employee or independent contractor of Customer or its Affiliate who is authorized to access the Services.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS); (ii) patient, medical or other protected health information regulated by applicable health privacy laws; or (iii) any other personal data deemed to be in a "special category" under applicable data protection laws (such as the EU GDPR or Malaysia Personal Data Protection Act).
"Services" means Amplee's AI-powered customer service platform, including the AI Agent, dashboard, integrations, and all related products and features.
"Subscription Term" means the period during which Customer has access to the Services, as specified in the applicable Order Form.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Amplee.
Amplee AI is an AI-powered customer service platform designed to automate and enhance customer support operations. The Services enable Customer to deploy AI Agents to interact with End Users, answer questions, resolve issues, and manage customer service workflows.
Each Service is provided on a subscription basis for the term designated in the Order Form ("Subscription Term"). Customer will purchase and Amplee will provide the specific Services as specified in the applicable Order Form.
Customer may access and use the Services solely for its own internal business purposes and in accordance with this Agreement and any usage restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users.
Customer will:
Amplee reserves the right to suspend access to the Services if Customer exceeds applicable usage limits or uses the Services in a manner that negatively impacts the operability, integrity, or security of the Services.
Customer acknowledges and understands that:
Customer may permit its employees, contractors, and Affiliates' employees and contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with this Agreement.
Customer will not (and will not permit any third party to):
Amplee will process Customer Data in accordance with this Agreement and applicable data protection laws. Amplee agrees to:
As between the parties, Customer retains all Intellectual Property Rights in and to Customer Data. Subject to this Agreement, Customer grants to Amplee a non-exclusive, worldwide, royalty-free right to access, use, and process Customer Data during the Term solely to provide and improve the Services.
Amplee does not provide an archiving service. Amplee will not intentionally delete Customer Data from the Services prior to termination of the Subscription Term. After termination, Customer Data will be handled in accordance with our Privacy Policy, which provides for deletion within 30 days of account termination unless retention is required by law.
Customer agrees that Amplee may use technical and other data about Customer's and End Users' use of the Services ("Usage Data") and Customer Data that is anonymized to remove personal data ("Anonymized Data") to analyze, improve, support, and operate the Services during and after the term of this Agreement. Amplee retains all ownership in Usage Data and Anonymized Data.
Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants that:
Except as otherwise expressly agreed between the parties in writing, Customer specifically agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information. Customer acknowledges that the Services are not designed for processing payment card data (PCI DSS) or protected health information (HIPAA) unless covered by a separate agreement.
Customer agrees to comply with all applicable Laws in its use of the Services, including:
Customer acknowledges that the Services may use cookies, tracking technologies, and AI to interact with End Users. Customer will:
Customer will indemnify, defend, and hold harmless Amplee from and against any third party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to:
This indemnification obligation is subject to Customer receiving: (i) prompt written notice of the claim; (ii) the exclusive right to control and direct the defense; and (iii) all necessary cooperation from Amplee at Customer's expense.
Amplee agrees to implement and maintain commercially reasonable technical and organizational measures designed to prevent unauthorized access to or use of the Services and to protect Customer Data. These measures include:
The Services may integrate with certain third-party platforms, applications, or services ("Third-Party Platforms"). Customer may import and export data between the Services and Third-Party Platforms through supported integrations.
By enabling integrations with Third-Party Platforms, Customer authorizes Amplee to access Customer's accounts with such platforms and to share Customer Data with them as necessary to provide the Services.
Customer is solely responsible for:
Amplee has no responsibility or liability for any Third-Party Platform and may disable integrations at any time with or without notice.
This is a subscription agreement for access to the Services. Customer acknowledges that it is obtaining only a limited right to use the Services and that no ownership rights are being conveyed to Customer.
Amplee and its licensors retain all right, title, and interest (including all Intellectual Property Rights) in and to:
Except as expressly set forth in this Agreement, no rights in Amplee's technology are granted to Customer.
Customer may from time to time submit comments, suggestions, or other feedback relating to the Services ("Feedback"). Amplee may freely use and exploit Feedback in connection with its products and services. Customer hereby grants to Amplee a perpetual, non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to use, reproduce, modify, distribute, and commercialize the Feedback.
For month-to-month subscriptions, the Subscription Term will automatically renew monthly. Customer may cancel at any time through the account dashboard, with termination effective at the end of the then-current renewal term.
For annual or multi-year subscriptions, the initial Subscription Term is set forth in the Order Form. The Subscription Term will automatically renew for successive twelve-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.
All fees are as set forth in the applicable Order Form. Payment terms:
Amplee will charge Customer the subscription fee in advance of each billing period based on the service plan and usage quantity purchased.
If Customer's actual usage exceeds contracted quantities or if Customer uses services subject to additional charges, Customer will be charged for such additional usage based on published pricing or the applicable Order Form rates.
All fees are exclusive of Taxes. Customer is responsible for paying all applicable Taxes. If Customer is required by law to withhold any Taxes, the fees will be increased so that Amplee receives the full amount due after withholding.
If paying by credit card, debit card, or other recurring payment method:
If Customer's account is fourteen (14) days or more overdue, Amplee may suspend access to the Services until amounts are paid in full. If payment is not made after fourteen (14) days from the due date, service will be terminated. Amplee may also suspend Services if Customer violates this Agreement.
This Agreement is effective as of the Effective Date and continues until the expiration of all Subscription Terms, unless earlier terminated as set forth herein.
Either party may terminate this Agreement if the other party:
Amplee may terminate immediately if Customer's breach is not curable or materially violates this Agreement.
Upon termination:
The following provisions survive termination: Sections 2.7 (General Restrictions), 3.4 (Usage Data and Anonymized Data), 3.6 (Indemnification by Customer), 6 (Intellectual Property), 7.2 (Fees and Payment), 8.3 (Effect of Termination), 9.2 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification by Amplee), 12 (Confidential Information), and 13 (General Terms).
Amplee warrants that the Services will operate in substantial conformity with the specifications set forth in the applicable Order Form. Amplee's sole liability (and Customer's sole remedy) for breach of this warranty is for Amplee to use commercially reasonable efforts to correct the non-conformity, or if impracticable, either party may terminate the Subscription Term and Customer will receive a prorated refund of pre-paid fees.
This warranty does not apply if:
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED "AS IS." AMPLEE AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
AMPLEE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AMPLEE DOES NOT WARRANT THE ACCURACY OF AI-GENERATED RESPONSES OR CONTENT. AMPLEE IS NOT LIABLE FOR RESULTS OF ANY COMMUNICATIONS SENT OR FAILED TO BE SENT USING THE SERVICES.
EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO AMPLEE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
"Excluded Claims" means claims arising from:
These limitations apply regardless of the form of action (contract, tort, negligence, strict liability, or otherwise) and will survive even if any limited remedy fails of its essential purpose.
Amplee will defend Customer against any third-party claim alleging that the Services, when used as authorized under this Agreement, infringe any Intellectual Property Rights, and will indemnify Customer from damages and costs finally awarded or agreed in settlement by Amplee (including reasonable attorneys' fees), provided that Amplee receives:
If Customer's use of the Services is (or is likely to be) enjoined, Amplee may, at its discretion:
This indemnification does not apply to claims arising from:
THIS SECTION SETS FORTH AMPLEE'S SOLE LIABILITY AND CUSTOMER'S SOLE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
Each party ("Receiving Party") agrees that all non-public information obtained from the other party ("Disclosing Party") constitutes confidential information ("Confidential Information"), provided it is identified as confidential or should reasonably be known to be confidential.
Amplee's Confidential Information includes all Services, technology, performance data, and the terms of this Agreement.
The Receiving Party will:
Confidentiality obligations do not apply to information that:
The Receiving Party may disclose Confidential Information as required by law, provided it gives advance notice (where permitted) and cooperates to limit disclosure.
Neither party may assign this Agreement without the other party's written consent, except that either party may assign in connection with a merger, acquisition, or transfer of substantially all assets. Any unauthorized assignment is void.
If any provision is unenforceable, that provision will be limited to the minimum extent necessary so that the Agreement otherwise remains in effect.
This Agreement is governed by the laws of Malaysia without regard to conflicts of law principles.
Before initiating formal proceedings, the parties will attempt in good faith to resolve any disputes through negotiation. The complaining party will provide written notice specifically entitled "Notice of Dispute" setting forth the nature of the dispute.
Any disputes that cannot be resolved through negotiation will be subject to the exclusive jurisdiction of the courts of Malaysia.
Notices under this Agreement may be sent via email to the email address associated with Customer's account or through notifications within the Services. Notices will be deemed received on the first business day after sending.
This Agreement constitutes the complete agreement between the parties and supersedes all prior agreements relating to the subject matter. No purchase order or other business form will modify this Agreement.
Neither party will be liable for failure to perform obligations (except payment obligations) due to unforeseen events beyond reasonable control, such as natural disasters, war, terrorism, power failures, or government actions.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.
Each party agrees to comply with all applicable export control and economic sanctions laws. Customer will not access or use the Services in violation of export controls or submit controlled information to the Services.
Except as provided in the introduction to this Agreement, no modification will be binding unless in writing signed by authorized representatives of both parties.
For questions about this Agreement, please contact us at:
By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Terms of Service.