TERMS & CONDITIONS

These Terms & Conditions (“Terms”) govern access to and use of the Services provided by AmpliFLY Entertainment, LLC, also d/b/a Ignite Music (“Company,” “we,” “us,” “our”). By purchasing or using any Report or other Services, you agree to these Terms and any applicable order form, statement of work, invoice, or written quote accepted by you (each, an “Order,” and together with these Terms, the “Agreement”).

1. Services (One-Off Deliverables)

Company provides performance analytics, reports, and recommendations based on digital metrics (social, streaming, advertising, sentiment, demographics, and related data) (the “Services”). Reports may include a Benchmark Report, a Social Media Analysis Report, and other custom analyses or reports. Each Report is a stand-alone, one-off deliverable provided for an agreed scope and price set forth in an Order. Nothing in these Terms creates an ongoing subscription or renewal obligation unless an Order expressly states otherwise in writing.

2. Order of Precedence

If there is a conflict, the following order controls: (a) the applicable Order; (b) these Terms; and (c) any other documentation.

3. What it Costs

A. Standard Reports (e.g. Benchmark Report, Social Media Analysis Report, Event Impact Report) will be charged the fee published on the Company website or outlined in documentation delivered to the client.

B. Additional Analysis (Custom Reports)

When Client needs a deeper dive, Company may provide custom analysis built around Client’s goals and the questions Client is trying to answer. Company will pull from data sources most relevant to the agreed scope and deliver decision-ready insights. Each custom report will be priced once the scope of work is finalized and set forth in a written quote/SOW/Order accepted by Client.

Change Requests; Delays. Client-requested changes to scope, timeline, or data sources may require a written change order and may affect fees and delivery dates. Delivery dates may also shift if Client delays providing required inputs or access.

C. Payment; No Refunds. Payment timing will be stated in the applicable Order. Unless otherwise stated, fees are due upon acceptance of the Order (or upon receipt of invoice, if invoiced). All fees are non-refundable.

4. Client Responsibilities; Authorization

Client will: (a) provide accurate information and timely inputs; (b) ensure Authorized Users maintain confidentiality of any Company portal access; (c) ensure Client has all rights, permissions, consents, and authority to authorize access to connected accounts and any datasets provided; and (d) comply with applicable laws and third-party platform/vendor terms. Credential handling: Client authenticates directly with third parties; Company does not require Client passwords for social platforms and does not log in as Client using Client credentials.

5. Data Sources; Third-Party Services; Limitations

Client acknowledges that Third-Party Data may change, be delayed, or become unavailable due to platform/vendor changes, API restrictions, outages, or metric definition changes. Company is not responsible for third-party outages, inaccuracies, or changes originating from third parties. If access changes materially, Company may substitute comparable sources or adjust methodologies, and will communicate material changes when feasible.

6. Intellectual Property; Ownership

6.1. Client Data and Third-Party Data. Client retains rights to Client Data and Client content. Third-party platforms/vendors retain rights to Third-Party Data subject to their terms. Company does not claim ownership of Client Data or Third-Party Data.

6.2. Company Materials. Company retains all rights to its methodologies, templates, report formats, scoring models, workflows, and know-how, the Service platform (if any), and any general learnings, provided they are aggregated or de-identified and not reasonably attributable to Client.

6.3. Report Use and Sharing. Client may share Reports at its discretion, including with partners, labels, agencies, sponsors, and contractors. Client is responsible for ensuring such recipients comply with confidentiality obligations and do not misrepresent the Report or remove proprietary notices (if included).

7. Confidentiality

Each party may receive confidential information from the other. Each party will protect the other’s confidential information using reasonable care, use it only to perform under the Agreement, and not disclose it except to personnel/contractors with a need to know and confidentiality obligations. Confidentiality does not apply to information that is public through no breach, independently developed, or lawfully received from another source.

8. Disclaimers (Performance and Advice)

Reports and recommendations are informational and based on available data at the time. Company does not guarantee increased followers, streams, sales, engagement, conversions, or revenue. Results depend on many factors outside Company’s control (creative, spend, market conditions, platform algorithms, timing, etc.). The Services are provided “as is” and “as available” to the maximum extent permitted by law.

9. Limitation of Liability

To the maximum extent permitted by law: (a) Company will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; and (b) Company’s total liability will not exceed the amounts paid by Client for the Services during the three (3) months before the event giving rise to the claim.

10. Force Majeure

Neither party will be liable for any failure or delay in performance (except for payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fires, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, power or internet outages, failures or changes in third-party platforms, APIs, data providers, or hosting services, or other events of similar nature. The affected party will use commercially reasonable efforts to resume performance and will provide notice to the other party when practicable. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice.

11. Indemnification (Mutual)

11.1 Indemnification by Client. Client will indemnify, defend, and hold harmless Company and its officers, directors, employees, contractors, and agents from and against any third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Data and authorizations, including any allegation that Client lacked sufficient rights, permissions, consents, or authority to provide Client Data or to authorize Company (and/or Company’s vendors) to access, process, or analyze data from Client’s accounts or sources; (b) Client’s use of the Services or Reports, including implementation of recommendations; (c) Client’s breach of this Agreement, violation of applicable law, or violation of any third-party platform/vendor terms; or (d) Client-provided materials included in deliverables at Client’s direction.

11.2 Indemnification by Company (IP Infringement). Company will indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) alleging that the Services (excluding Third-Party Services and Client Data) or a Company-authored Report, in the form provided by Company and used by Client in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights (including copyright, trademark, or trade secret) in any jurisdiction where Client lawfully uses the Services (an “IP Claim”).

Exclusions. Company will have no obligation under this Section 11.2 to the extent an IP Claim arises from or is based on: (i) Client Data or Client Materials; (ii) Third-Party Services / Third-Party Data; (iii) Client’s (or a third party’s) modification of deliverables, or combination of deliverables with items not provided by Company; (iv) use of the Services or deliverables not in accordance with this Agreement; or (v) Client’s instructions that cause infringement.

Remedies. If Company reasonably believes the Services or deliverables may become subject to an IP Claim, Company may, at its option and expense: (1) procure the right for Client to continue using the affected portion; (2) modify or replace the affected portion so it becomes non-infringing while providing substantially similar value; or (3) terminate the affected Services or deliverable and refund any prepaid, unused fees specifically attributable to the affected portion (if any). The foregoing states Company’s entire liability and Client’s exclusive remedies for IP Claims.

11.3 Indemnification Procedures. The indemnified party must: (a) provide prompt written notice of the claim (failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced); (b) allow the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim in a manner that imposes liability, admission of fault, or ongoing obligations on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation, at the indemnifying party’s expense.

12. Publicity (Client Logo/Name Use)

Unless Client opts out in writing, Client grants Company permission to use Client’s name and logo in marketing materials (e.g., client list on website). Company will not publish non-public metrics without Client permission.

13. Suspension

Company may suspend access if required to comply with law, if Client’s use threatens security or violates third-party terms in a way that risks service access, or if Client is materially past due.

14. Governing Law; Disputes

Governing Law: Tennessee law, excluding conflicts rules. Venue: State and federal courts located in Davidson County, Tennessee, unless arbitration is selected.

Dispute Resolution; Binding Arbitration; Class Action Waiver (AAA; B2B + B2C)

Please read this section carefully. It affects legal rights, including the right to sue in court and have a jury trial.

1. Definitions. (a) “Consumer” means an individual who purchases or uses the Services primarily for personal, family, or household purposes (and not for commercial, business, or professional purposes). (b) “Business Customer” means any purchaser or user that is not a Consumer, including any entity and any individual purchasing or using the Services for commercial, business, or professional purposes.

2. Agreement to Arbitrate. Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties (collectively, “Disputes”), whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”), rather than in court.

3. Rules Apply Depending on Customer Type. (a) Consumers: AAA Consumer Arbitration Rules. (b) Business Customers: AAA Commercial Arbitration Rules (and, where applicable, AAA Supplementary Procedures for Large, Complex Commercial Disputes). The applicable AAA rules are available from AAA.

4. Pre-Arbitration Notice and Informal Resolution (Required). Before initiating arbitration, the party asserting a Dispute must send the other party a written notice describing the nature and basis of the Dispute and the relief sought (“Notice of Dispute”). The parties will attempt in good faith to resolve the Dispute informally for 30 days after receipt of the Notice of Dispute. Notices must be sent to: Company: contact@ampliflyent.com; Customer: the most recent email or address on file.

5. Arbitration Seat; Location; Remote Hearings. The arbitration shall be seated in Davidson County, Tennessee. The arbitrator may conduct hearings in person, by videoconference, by telephone, or by other reasonable means, and may decide dispositive motions.

6. Arbitrator; Authority. One (1) neutral arbitrator selected under the applicable AAA rules. The arbitrator has exclusive authority to resolve issues relating to interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court shall decide enforceability of the Class Action Waiver.

7. Small Claims; Injunctive Relief Carve-Out. Either party may bring an individual action in small claims court (if the claim qualifies) instead of arbitration. Either party may seek temporary or preliminary injunctive relief in court to prevent imminent misuse, misappropriation, or infringement of intellectual property or confidential information, or to preserve the status quo pending arbitration. This does not waive arbitration for other Disputes.

8. Fees and Costs. (a) Consumers: Consumer pays only the consumer filing fee (or minimum required by AAA Consumer Rules); Company pays AAA administrative and arbitrator fees beyond that, unless the arbitrator determines the claim is frivolous or brought for an improper purpose. (b) Business Customers: fees allocated under AAA Commercial Rules unless agreed otherwise. Attorneys’ fees and costs only if authorized by law or this Agreement.

9. Class Action Waiver; Representative Action Waiver. Arbitration will be conducted only on an individual basis. No party may bring, join, or participate in any class, collective, coordinated, consolidated, or representative action or proceeding in arbitration or in court. The arbitrator may not consolidate claims or preside over any such proceeding.

10. Relief Available; Written Decision. The arbitrator may award any relief available in court under applicable law, subject to the limitations of liability and disclaimers in this Agreement. The arbitrator shall issue a written decision and, upon request, a reasoned written award.

11. Confidentiality. Unless required by law, the parties agree to keep confidential the arbitration proceedings, submissions, evidence, and award, except as necessary to prepare for or conduct the arbitration, or to enforce or challenge the award.

12. Severability. If any portion of this arbitration section is found unenforceable, that portion shall be severed and the remainder enforced, except that if the Class Action Waiver is found unenforceable as to a particular claim, then that claim shall proceed in court (not arbitration) in Davidson County, Tennessee.

13. Governing Law. This arbitration agreement is governed by the Federal Arbitration Act (“FAA”). To the extent state law applies, Tennessee law applies without regard to conflict-of-law principles.

15. Changes to Terms

Company may update these Terms for future periods. Material changes will be posted and/or communicated. Changes do not retroactively alter signed Orders unless mutually agreed.

16. Contact

AmpliFLY Entertainment
contact@ampliflyent.com