Plus Plan Addendum
ARCHIVED VERSION: January 24, 2023
This Plus Plan Addendum ("Addendum") is supplemental to and incorporated into the Amplitude Terms of Service (the "Terms") for Customers subscribing to the Amplitude Plus Plan. Capitalized terms used but not otherwise defined in this Addendum shall have the meaning set forth in the Terms. To the extent there is any conflict between this Addendum and the Terms, this Addendum will govern.
Amplitude and Customer agree that the Terms and this Addendum (including any additional terms incorporated by reference herein or therein) are the entire agreement between the parties regarding the Amplitude Plus Plan. YOU INDICATE YOUR ASSENT TO THIS ADDENDUM BY PURCHASING THE AMPLITUDE PLUS PLAN, AND THIS ADDENDUM IS EFFECTIVE AS OF THE DATE YOU PURCHASE THE AMPLITUDE PLUS PLAN (THE "ADDENDUM EFFECTIVE DATE"). If you purchase the Plus Plan or use the Amplitude Services on behalf of an organization, you agree to this Addendum for that organization and represent to Amplitude that you have the authority to bind that organization to this Addendum.
1. AMPLITUDE PLUS PLAN
The Amplitude Plus Plan is a program whereby Customers shall pay Amplitude the Fees (as set out in Section 2 of this Addendum) for a specified MTU (as defined below) volume plus access to certain advanced behavior analytics features within the Amplitude Services (the "Plus Plan"). For purposes of this Addendum, an “MTU” means an identified or anonymous user who performs one or more events during a calendar month. Each MTU will only be counted once per month in each Customer project. However, if the same MTU exists in multiple Customer projects, it will be counted as a separate MTU in each project. A Customer’s MTU volume will reset on the first day of each calendar month during the Subscription Term.
Customer shall pay Amplitude the fees for the Amplitude Services listed on the Stripe payment checkout page when Customer purchases the Plus Plan, plus any applicable taxes (collectively, the "Fees"). The Fees for each Renewal Subscription Term (defined below) shall be the then-current Fees for the Plus Plan in effect at the time of renewal. Customer agrees to pay all Fees in US dollars. Except as otherwise set forth herein or separately agreed between Customer and Amplitude, all Fees and Overage Fees (defined below) due hereunder shall be billed to Customer’s credit card and Customer hereby authorizes the card issuer to pay all such amounts and authorizes Amplitude (or its billing agent) to charge the credit card account for such Fees or Overage Fees, as the case may be. All payment obligations are non-cancelable and all Fees paid are non-refundable. Except as expressly set out herein, if Customer or Amplitude terminates Customer’s account or access to the Amplitude Services in accordance with the Terms or this Addendum, Customer is not entitled to a refund of any Fees already paid.
2.1 – Overages
If Customer’s use of the Amplitude Services exceeds the MTU volume that Customer purchased when signing up for the Plus Plan, Amplitude may, in its sole discretion: (i) invoice Customer for such excess MTU volume at a rate of $14.40 per one thousand (1,000) MTUs (the "Overage Fees"); and/or (ii) if Customer’s MTU volume exceeds one million (1,000,000) MTUs, suspend or terminate Customer’s account. Overage Fees shall be calculated by Amplitude based on Customer’s MTU volume as of the last day of each calendar month. From time to time, Amplitude may choose to add additional features to the Plus Plan which are subject to certain usage limits. In the event that Customer elects to use such features and such use exceeds the stated usage limits for such features, Customer may be subject to additional overage fees or other penalties as described in the terms or other documentation applicable to such features. Unless otherwise specified by Amplitude, payment for the Overage Fees is due within five (5) days of receipt of the invoice, or the Amplitude Services may be suspended or terminated.
3. TERM, TERMINATION AND AUTO-RENEWAL
This Addendum will commence on the Addendum Effective Date and continue until terminated as set forth below. Notwithstanding Section 5.1 of the Terms, and subject to earlier termination as provided herein, the initial subscription term shall be either twelve (12) months or one (1) month as reflected on the Stripe payment checkout page when Customer purchases the Plus Plan (the "Initial Subscription Term"). If the Plus Plan is still in effect at the end of the Initial Subscription Term, Customer’s subscription shall be automatically renewed for successive terms of the same length (each a "Renewal Subscription Term" and together with the Initial Subscription Term, the "Subscription Terms"), unless either party sends notice of non-renewal at least (i) thirty (30) days prior to the end of the then-current Subscription Term for twelve (12) month Subscription Terms and (ii) three (3) days prior to the end of the then-current Subscription Term for monthly Subscription Terms (which, in the case of Customer, must be send to email@example.com).
If either party chooses not to renew Customer’s Plus Plan subscription at the end of a Subscription Term, Amplitude may automatically downgrade Customer’s account to a Starter Plan and Customer’s access to and use of the Amplitude Services shall then be governed by the Terms, unless (i) otherwise agreed between the parties, (ii) Customer provides written notice to Amplitude that it wishes to terminate its use of the Amplitude Services and/or delete its account, or (iii) Customer’s account or access to the Amplitude Services has been terminated pursuant to the Terms and/or this Addendum.
In addition to a party’s termination rights under the Terms and Amplitude’s termination rights under Section 2.1, either party may terminate the Terms and this Addendum during a Subscription Term if the other party: (a) commits a material breach of the Terms and/or this Addendum and if the breach is capable of remedy, fails to cure that breach within thirty (30) days of the non-breaching party’s written notice of such breach; (b) ceases to do business in the ordinary course; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days). Additionally, if Amplitude detects any fraudulent, abusive or irregular use of the Amplitude Services by Customer that materially impacts Customer’s events per MTU, Amplitude may take reasonable and necessary action, including immediately suspending or terminating Customer’s access to the Amplitude Services.
If the Addendum is terminated by Customer due to a material breach by Amplitude, then Amplitude shall refund Customer on a pro-rata basis any prepaid Fees covering the remainder of the then-current Subscription Term. For the avoidance of doubt, if the Addendum is terminated as a result of a material breach by Customer, then Customer shall pay in full any outstanding Overage Fees and all other Fees prepaid by Customer are nonrefundable.
4. LIMITATION OF LIABILITY
Notwithstanding the limitation of liability set forth in Section 8 of the Terms, Amplitude’s maximum aggregate liability for any and all claims and damages arising out of or related to the Amplitude Services, whether arising in contract, tort (including negligence), strict liability, statute or otherwise, shall not exceed the amount actually paid or payable by Customer to Amplitude for the Amplitude Services under the Plus Plan in the twelve (12) months prior to the act that gave rise to the liability, even if Amplitude has been advised of the possibility of any of the foregoing types of losses or damages. In no event shall either party be responsible or liable to the other party for any indirect, exemplary, incidental, punitive, special or consequential damages of any kind, regardless of the form of action, even if informed of such damages in advance.
Any failure to enforce any provision of this Addendum shall not constitute a waiver thereof or of any other provision.
Notwithstanding anything in the Terms, Amplitude reserves the right, in its sole discretion, to: (i) change the Fees; (ii) add, modify, or remove benefits and/or features from the Plus Plan, and Amplitude does not represent or warrant that particular benefits or features will be offered indefinitely; and/or (iii) modify this Addendum from time to time, with notice to Customer or by posting the modified terms on the Amplitude website (each, a “Change”).
Unless otherwise specified by Amplitude, any Change becomes effective for Customer upon renewal. Customer’s continued use of the Services after a Change goes into effect will constitute Customer’s acceptance of such Change.