Hello, welcome to Ample’s Terms and Conditions of Use (these "Terms"). This is a contract between Proton Partners Ltd, trading as Ample (“Company”, “we”, “us” or “our” ), and you (“you, “your” or “user”), the person or entity that registers for or downloads our proprietary e-commerce application (“Application”), or the organisation or entity that has authorised you to register for the Application for its benefit, and governs your access to and use of the Application.
We want you to be aware of your rights before using our services. Please read these Terms & Conditions carefully, as they affect your legal rights. This is a legally binding agreement between you and Ample. By downloading or registering for the application, you confirm that (1) you have read and understood the terms, (2) you are at least 18 years old, and (3), you and the organisation or entity on whose behalf you are accepting theses terms, accept these terms in electronic form. If you do not agree to be bound by these Terms & Conditions, you should not register for or download the application.
The Ample application provided to you under these Terms, and all content provided by or included with the Application and any application program interface that we provide to you (“API”), and all documentation that we make available to you in connection with the foregoing (collectively the “Application”), are and will remain the exclusive property of Ample and its licensors. In these Terms & Conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored, including, but not limited to any such content uploaded by Users. By continuing to use our application you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. As a user of the Application, we grant you a limited, non-transferable, non-sublicensable, non-exclusive and revocable license to access and use the Application solely as permitted by and subject to these Terms. Except for this limited license, we do not grant you any other rights or licenses with respect to the Application, and such rights and licenses are expressly reserved to us and our licensors. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Ample. All right, title and interest in and to Our Content remains with us at all times.
You may use the Application solely for lawful business purposes, and solely in connection with the online merchant website identified in your online registration form (“Store”). You may permit customers of your Store (“Customers”) to use the Application in connection with their purchases through your Store, provided that you require such Customers to comply with terms and conditions of use of the Store that are at least as protective of the Application and our rights to the Application as set forth in these Terms, including without limitation paragraph 15 below. You are responsible and liable for your Users’ use of the Application, and for their compliance (and noncompliance) with these Terms. If the Application is made available to you through a third party such as Shopify, then you must comply with all Shopify requirements and agreements to which you are bound. We may monitor any and all use of the Application by all users, including Customers. We may gather user and customer system data for the purpose of optimising the Application, and may use and disclose this data subject only to our compliance with applicable laws. We may modify or remove any features of the Application at any time and for any reason, with or without reason.
You may not, use or allow others to use, the Application in any manner other than as expressly allow in this Agreement. You agree not to (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Application or its structural framework, (ii) sublicense, subcontract, translate or sell any rights to the Application, (iii) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Application, (iv) harvest or collect information about or from other users of the Application (v) probe, scan or test the vulnerability of the Application, nor breach the security or authentication measures on the Application or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Application (vi) modify or create derivative works of the Application, (vii) attempt to gain unauthorised access to the Application or its related systems or networks, (viii) use the Application in whole or in part for any illegal or other purpose except as expressly provided under this Agreement (including without limitation allowing any distribution or sublicense of the Application or other access to the Application by any person or entity that is not a User), or (ix) facilitate or encourage any violations of this Section. You agree to (a) take all reasonable precautions to prevent unauthorised or improper use of the Application, (b) not interfere with or disrupt the integrity or performance of the Application, (c) not attempt to gain unauthorised access to the Application or its related systems or networks, and (d) not create Internet “links” to the Application or “frame” or “mirror” any content therein. You agree not to access the Application by any means other than through the interface that is provided by us for use in accessing the Application.
In addition, while using the Application, you will not do the following:
As a condition to using certain features of the Application, you will be required to create an account (an “Account”), which Account will include a username and password. If you create an Account, you agree to provide true, accurate, complete and updated registration information and maintain and promptly update your registration information to keep it true, accurate, complete and updated. If you provide information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, we have the right to suspend or terminate your Account and refuse any and all current or future use of related features of the Application.
You are responsible for maintaining the confidentiality of your Account username and password and for the security of your Account. You are also fully responsible for all activities that occur under your Account. You must notify us immediately of any actual or suspected loss, theft or unauthorised use of your Account username or password. We are not liable for any loss or damage arising from your failure to comply with this Section. If you have registered and created an Account on the Application, and you wish to close such Account, you may contact us at the following email address to request termination and deletion of your Account: firstname.lastname@example.org
The Application may employ the use of third-party services for the purpose of facilitating payment and the completion of purchases. By submitting your information, you grant us the right to provide the information to these third parties.
When you purchase impact products using the Application, we will purchase the quantity of impact selected in your Ample dashboard, less any third party payment processing fee(s).
We reserve the right to purchase impact products at a date later than the date of the transaction due to delays in collection from the User and bulk availability of impact products. We are not required to purchase impact products from the project solicited to the User, and we may choose to purchase impact products from other verified projects for any reason at our sole discretion. For example, if the specific project solicited is fully subscribed and funded at the time of impact product purchase, but the Ample plugin and/or dashboard, does not reflect that, we will buy impact products on behalf of the User for a project with a similar cost and environmental and social impact-profile, as determined by us. Also, we may can change the implied price of the impact products in our discretion based on market availability, and we may change inputs for calculations based on new data and all impact product calculations are subject to change. We may retire impact products in bulk on behalf of all of our customers and users, and therefore we do not attribute specific purchases to any individual customer(s).
Shopify will automatically charge your credit card for impact products purchases made through the Application. If your payment lapses, and Ample do not receive impact product funds, we are not liable or responsible to purchase impact products on users’ behalf. Also, if your payment lapses, then, without limiting Ample’s other available remedies, we may suspend your access to the Application, treat such lapse as a material breach of these Terms, and/or assess a late payment fee of 5% per month on the overdue amount or the highest amount permitted under applicable law, whichever is less.
Your use of the Application, including, without limitation, your use of any content accessible through the application and your interactions and dealing with any service users is at your sole risk. The service and all content available on and through the application or service are provided on an ‘as is’ and ‘as available’ basis. Ample and its suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement. Ample does not warrant uninterrupted use or operation of the service or your access to any content. No advice or information, whether oral or written, obtained by you from the service will create any warranty regarding Ample that is not expressly stated in these terms. Some jurisdictions may prohibit a disclaimer of warranties and you may have
other rights that vary from jurisdiction to jurisdiction.
Portions of the content and information provided on the Application may have been compiled from or posted by third-party sources, and the Application may contain links to third-party websites or services that are not owned or controlled by Ample. Ample has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party content, websites or services. We do not warrant the offerings of any third parties or their websites. Further, we do not warrant the accuracy, timeliness or appropriateness for any particular purpose of any third-party content or content on an outside website. Inclusion on the Application of any third party, third-party content or link to an outside website does not constitute any endorsement by Ample of the third party, any third-party content included on the Application, the third-party website or any of the content, products or services provided by a third party on any linked websitesWe shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party content, goods or services available on or through any such third-party websites or services, which you use at your own risk. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you use or visit.
You will indemnify and hold harmless Ample, its affiliates and licensors, and their respective employees, contractors, agents, shareholders, officers and directors (the “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, suits, settlements, judgments, costs, fines, penalties, debts and expenses (including, but not limited to, attorneys’ fees) (“Claims”) resulting from or arising out of (i) misuse of the Application or use other than in accordance with these Terms by you or Users, (ii) breach of these Terms by you or Users, (iii) violation of any law or the rights of a third party by you or Users, (iv) content you or Users submit, transmit or otherwise make available through the Application, (v) claims or allegations made by Users, and (vi) all matters relating to the Store. You will also defend the Indemnified parties from Claims at your expense, with counsel reasonably
acceptable to us, if instructed by us. The Indemnified Parties shall be entitled to participate in the defence of any such Claim without waiving or reducing any of your obligations under this Section. You shall also indemnify the Indemnified Parties for any expenses incurred in enforcing this Section.
Ample will maintain confidentiality of your data, and will make reasonable efforts to prevent any unauthorised use, disclosure, copying, publication or dissemination of your data, except and only to the extent necessary in accordance with these Terms & Conditions. In these Terms & Conditions, “Personal Data” means any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier. Wherever Ample determines the means and purposes of the processing of Personal Data relating to you, Ample will be the ‘data controller’ (as such term is understood under applicable data protection laws) of such Personal data, and the terms of Ample’s Privacy Notice shall apply to such processing. Ample will in accordance with its Privacy Notice: a. comply at all times with applicable privacy and data protection laws; b. take all reasonable
steps to protect the security and integrity of (i) information that can be used to establish the identity of you, (ii) sensitive information about you and (iii) your Personal Data; and c. take reasonable steps to notify you if Ample becomes aware of any disclosure of (i) your Personal Data or other data that can be used to establish the identity of you, or (ii) sensitive information about you that is associated with you.
For our compliance purposes and in order to provide the Service to you, you hereby authorise us to, directly or through a third-party, obtain, verify, and record information and documentation that helps us verify your identity and Personal Account information. When you register for the Service and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.
We may terminate or suspend your access to the Application or parts thereof at any time, without prior notice or liability, in our sole discretion, for any reason or no reason. Upon termination of your access to the Application or any part thereof, your right to use or access the Application, or such relevant part of the Application, will immediately cease. Termination of your access to the Application or any part thereof shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you may otherwise have to us or any third party. You agree that we shall not be liable to you or any third party for any termination of your access to the Application pursuant to this Section. All provisions of these Terms which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.
This Agreement and any non-contractual disputes arising out of or in connection with it (including a dispute as to the existence or enforceability of this Agreement) (each a “Dispute”) is governed by English law. The courts of England have exclusive jurisdiction to
determine any Dispute and no Party shall commence proceedings in relation to any Dispute in any other forum.
Ample reserves the right at any time, or from time to time to update, revise, supplement or otherwise modify these Terms & Conditions and to impose new or additional terms. All updates, revisions, modifications and new rules will be effective immediately and incorporated into these Terms & Conditions. Your continued use of Ample following any Change constitutes your acceptance of the Change and you will be legally bound by the new updated Terms. If you do not accept any Changes to the Terms, you should stop using Ample immediately. You may not transfer any of your rights under these Terms & Conditions to any other person or entity. We may transfer our rights under these Terms & Conditions where we reasonably believe your rights will not be affected.
These Terms and Conditions together with the Privacy Notice and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the Terms and Conditions.
You and Ample are independent contractors and nothing in these Terms will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between you and Ample. Neither party will have or represent that such party has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. All notices and consents required or permitted under these Terms must be in writing; must be personally delivered, sent by registered or certified mail (postage prepaid), by overnight courier, or by email. Notices to Ample should be sent to email@example.com. Notices to you shall be sent to the address that we have on file with your user account. You agree that we may communicate directly with Users electronically regarding administrative, security and other issues relating to their use of the Application. Notwithstanding anything to
the contrary herein, any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights. If any provision in these Terms is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of these Terms will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention
of the parties to the fullest extent possible.
If you have an enquiry or complaint about the Service, or simply wish to get in touch, you should contact our customer services team via our email firstname.lastname@example.org.