Welcome to Amplio!

These Terms and Conditions include the following documents, which are incorporated by reference herein (collectively, the “Agreement”):

1. Privacy Policy – describes how we collect, store, access, process, store, transfer, and protect your data (available at https://ampliolearning.com/legal/privacy/);
2. SaaS Services Level Agreement – refers to services and responsibilities required to support the use of the Platform (available at https://go.ampliolearning.com/legal/sla/);
3. COPPA Direct Notice – for educational institutions acting as agents for parents with children under the age of 13 regarding such children’s use of the Platform (available at https://go.ampliolearning.com/legal/coppa-direct-notice/);
4. Data Processing Addendum – covers data processing obligations in accordance with Applicable Data Protection Laws (available at  https://go.ampliolearning.com/legal/data-processing-addendum/); and
5. Learning Services Service Level Agreement – applicable only to those Entities receiving Learning Services (as defined below) (available at https://ampliolearning.com/legal/ancillary-services-level-agreement/).

Last updated: August 2023

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES

1. About
   Amplio Learning Technologies Inc., a company incorporated in Delaware, USA and its affiliate Amplio Learning Technologies Ltd. (“Amplio”; “We”; “Us” and/or “Our”), provides a web-based special education platform designed to accelerate student progress and empower educators, with various curricula and programs including in the areas of speech and language and reading intervention (the “Platform”). The Platform may be branded as “Amplio Learning Technologies” or “Amplio”, and represent itself in platform stores, web pages, digital learning platforms or other places under these brands. Amplio also offers online courses for training educators in various fields (the “Amplio LMS”);  a sandbox simulated test environment to evaluate and test the Platform (the “Training Sandbox”); and remote care services, including speech and language therapy and dyslexia intervention provided through the Platform (the “Learning Services”). The Platform, the Amplio LMS, the Training Sandbox, Our Website (as defined below), and any other related services provided by Amplio shall be referred to hereinafter as the “Services”. The Services and Learning Services may be offered directly by Us, or by Our subsidiaries, customers, partners or affiliates.
2. Binding Contract and Acceptance of Terms
   1. This Agreement, whether in connection with a paid or free access or use of the Services, constitutes a binding contract and applies to all: (i) schools, school districts,  federal, state, or local education agencies, and other related entities and organizations that accesses and/or use the Services (each an “Entity”); and (ii) any end users of the Services, including Students, Student parents or guardians, Educators, Administrators and any other Entity authorized user (as such terms are defined below, and each an “End User”).
   2. General Acceptance. By accessing or using the Services, by creating an account and/or by clicking the user “Agree” button, you unconditionally agree to follow and be bound by this Agreement. If you do not agree to be bound by and comply with all the terms thereof, you may not access or use Our Services.
3. Definitions
   1. “Administrator” means a special education administrator/superintendent of an Entity and any authorized person on his/her behalf.
   2. “Amplio Data” means analytics or other data or information generated or derived from the Services, including without limitation de-identified, anonymized or aggregated data that does not identify you or any other End User. 
   3. “Applicable Data Protection Laws” means all laws and regulations relating to personal data, privacy or databases, that are applicable to the parties in connection with this Agreement. This may include without limitation: (a) the Family Educational Rights and Privacy Act (FERPA); (b) the Children’s Online Privacy Protection Act of 1998 (COPPA); (c) the Health Insurance Portability and Accountability Act of 1996 and its relevant regulations including the Privacy, Security, Breach Notification and Enforcement Rules (HIPAA); (d) the Health Information Technology Provisions of American Recovery and Reinvestment Act of 2009 (HITECH); (e) the Israeli Protection of Privacy Law, 5741-1981 and any regulations enacted thereunder and any guidelines and/or instructions published by the Israeli Privacy Protection Authority; (f) the California Consumer Privacy Act and its implementing regulations (CCPA) (g) and any other US federal or state data protection or privacy laws and regulation as may be applicable.
   4. “Confidential Information” shall mean information provided by the disclosing Party (“Disclosing Party”) to the other Party (“Recipient”), pursuant to this Agreement, or in anticipation hereof, which is marked “Confidential” when disclosed or would otherwise reasonably be expected to be treated as confidential by the Disclosing Party. For purposes of this Agreement, Confidential Information shall not include any information: (a) which is known to the Recipient prior to the disclosure by the Disclosing Party or is generally available to the public, (b) which Recipient lawfully had in its possession prior to the Effective Date of this Agreement or any underlying confidentiality agreement between the Parties, or (c) which, hereafter, through no act on the part of the Recipient, becomes information generally available to the public.
   5. “Educator” means licensed or professional person who is qualified, certified and/or authorized by applicable laws and regulations to provide special education services for minors (such as speech-language pathologists and dyslexia interventionists), and who provides, or supervises those who provide, such services to a Student through the Platform.
   6. “Personal Data” has the meaning ascribed thereto in the Privacy Policy. 
   7. “Purpose” means for the purpose of providing the Services, for business and administrative related purposes, and/or for any other purpose mentioned in Our Privacy Policy.
   8. “Rostering System” means a student data rostering solution that enables exchanging data between an Entity (and its End Users) and Our Services (e.g., Clever, Classlink, etc.).
   9. “Student” means a person (including a child under the age of 13) who is treated through the Platform under the responsibility of an Entity.
   10. “Third-Party Component” means any run time or other elements owned and licensed to End User by a third party (other than open-source code or elements) which may be embedded in the Services.
   11. “Third-Party Services” means additional or accompanying software or service owned or licensed by a third party (such as Google Chrome and TalentLMS, but not any open source code or elements), including any Rostering System, that may be specified or used in connection with the Services and/or its related documentation.
   12. “Website” means Our website available at:  www.ampliolearning.com and any other website that We operate, together with all sub-domains, content or Our social media pages.
4. EntityIf you are an Administrator, you agree to this Agreement on behalf of such Entity and represent that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your” and/or “End User” shall refer to such Entity.  If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services. The exception to this is if such Entity has a separate written agreement and/or purchase order with Us, covering the access and use of the Services (“Specific Agreement”), in which case the Specific Agreement shall govern where a provision in this Agreement conflicts with a provision in the Specific Agreement. To avoid doubt, if a provision mentioned in this Agreement is absent from a Specific Agreement, such provision shall be considered as complementary to the Specific Agreement and is hereby incorporated therein. Entity represents and warrants that: (a) it has full right and authority to enter into this Agreement and to perform its obligations hereunder; (b) all requisite corporate action has been taken to authorize the execution and performance of this Agreement; (c) neither the execution nor the performance of the obligations under this Agreement will result in any violation of any statute, regulation or judicial decree, or cause Entity to breach any contractual commitment by which it is bound; and (d) this Agreement constitutes its valid and binding obligation, enforceable against Entity in accordance with its terms.
5. Students
   1. Following the instruction of an Entity, Administrator or Educator, the Platform may be accessed, used or made available for the benefit of a Student; provided that the Student’s parents or guardians agree thereto under the terms of this Agreement, and sign a specific consent for the collection and use of the Student’s information and Personal Data. 
   2. We rely on Entity to provide all necessary notices and obtain in advance all required consents for Us to provide the Services and collect and use Personal Data. If you discover that a Student has been accessing or using the Platform without the necessary consent or that someone has been using the Platform for, or on behalf of, a Student without the necessary consent, please promptly contact Us at: service@ampliolearning.com.
   3. Regarding Students under the age of 13, you may refer to Our COPPA Direct Notice (available at https://go.ampliolearning.com/legal/coppa-direct-notice/), which includes an example of a Consent Form, for Entities, acting as the parent’s agent and on its behalf, to obtain verifiable parental (or legal guardian) consent.
6. The Platform
   1. General. The Platform gives Entities, Administrators and Educators evidence-based tools and resources to support best-practices special education therapy and increased practice intensity while facilitating data-driven decision-making. It automates data collection and analysis, and provides immediate, targeted feedback using AI-powered measurement tools. The Platform offers flexible intervention solutions for various service delivery models, including in-class and remote, small group or individual sessions as well as independent practice, all of which support a path to accelerated learning progress.  
   2. Access and Accounts. Accessing and/or using the Services may include (1) creating an account that requires initial registration and information uploading; or (2) using Your existing Rostering System account. You may be asked to provide us, directly or through an Entity, your contact information, details of the Entity, Students, Educators and/or authorized personnel, and any other information that is required for Us to provide the Services.  You declare that you are authorized to provide this information.
      1. Entity Responsibility. Entity shall (as applicable to each Platform product type): (1) create End User accounts for each of its personnel, Educators, Students and any other End User which Entity is responsible for, in each case to the extent they need access to the Platform, (2) timely provide Us the information required to create such End User accounts; and/or (3) utilize Administrator tools to onboard such End Users via a Rostering System, assign product licenses and set up caseloads as relevant to End Users. The Platform user base for Students and Educators is based on existing and up-to-date information provided by Entity and/or profiles in Entity’s Rostering System accounts, as applicable. Accordingly, it is Entity’s sole responsibility to ensure such information is up-to-date, true and accurate (including properly associating End-Users to schools, Students to Educators, Students to grades, districts and schools to their NCES IDs, etc. and deactivating accounts when End Users no longer require access to, or use of, the Platform). To avoid doubt, Entity shall not onboard and/or provide information regarding End Users who do not require access to the Platform. Where onboarding is through a Rostering System, it is the responsibility of Entity’s Administrator to determine the relevant filters (rules) in such Rostering System to enable the onboarding of only those who are eligible End Users. Any oversharing may result in additional costs. We will provide onboarding support as may be further described in a Specific Agreement. We will not be liable for any excess information and/or unauthorized access or use of the Services to the extent caused by Entity’s failure to comply herewith.
      2. Protect your account. You must protect any access to your account and keep your password personal and secure. Do not share your account or login information with any third party, nor let any third party access your account. You are fully and solely responsible for maintaining the confidentiality of the login information for your account, mobile device and all activity on your account, even if such activities were not committed by you. If you are accessing the Services using credentials provided by a Rostering System, you shall comply with all applicable terms and conditions of such third parties regarding the use of such credentials. You agree to immediately notify Us of any unauthorized use of your account. We may terminate your account if you let someone use your account or if you or anyone using your account violates this Agreement. We will not be liable for any losses or damage arising from such unauthorized use of the Services and/or in breach of this Agreement, and you agree to indemnify and hold Us harmless for any improper or illegal use of the Services and/or breach of this Agreement.
      3. Terms of Registration and Termination of Account. We may change the method of registration and/or account log-in at Our discretion. We may also refuse to allow any End User or Entity to open an account, limit the use, disable, suspend, and delete an account for any reason, in Our sole discretion and without notifying you. Grounds for this may include: (i) extended periods of inactivity, (ii) violation of the letter or spirit of this Agreement, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties and the community ethos of Our Services or Our business interests, (v) you are not authorized or eligible to use or access the Services, or (vi) your right to use and access the Services has ceased. If We terminate your account, you may not register for the Services again without Our express written permission. If you believe that any action has been taken against your account in error, please contact us. You may request termination of your account at any time and for any reason by sending Us an e-mail expressly requesting such to the following address: service@ampliolearning.com. Any suspension or termination of your account shall not affect your obligations under this Agreement, including all those obligations, which by their nature are intended to survive the suspension or termination of your account (e.g., indemnities, representations and warranties and limitation of liability).
   3. General Features.
      1. Audio Recordings. End Users may record audio recordings while using the Platform (such as speech segments during sessions and/or independant practices). These recordings are uploaded to Our databases. The content of the recordings is fully at your discretion. We do not filter the content. Note that when you speak while recording, all voices in your environment may be recorded.
      2. Session Notes. The Platform enables an Educator to keep notes, summary of therapy or session and its findings (“Notes”). Such Notes are accessed in the Platform only by Educators and may be provided to Students and/or their parents or guardians and/or included in reports to authorized governmental institutions. Such Notes are retained and stored at Our databases. In no event shall We be liable for the content, integrity, availability or disclosure of the Notes by an Educator or authorized personnel of the Entity. 
      3. Usage and Performance Data. The Platform enables Educators and Administrators to access Student-level and aggregated reports regarding Platform usage and performance of Students and Educators, for analysis, supervisory and managing activities.
      4. Notifications and Session Planning. The Platform enables session planning (such as setting weekly timetables, determining Student groups and assigning materials to Students, etc.) and sending reminders and notifications to your email or mobile phone, as such may be provided by you, an Entity or an Educator.
   4. Additional Features of the Reading Product and Learning Services.
      1. Video Calls. You acknowledge and confirm that by entering a therapy session, the Platform may connect you with an Educator for a video call. At all times, you have the ability to end the video call if you feel that it is not suitable for you for any reason.
      2. Group Sessions. Where applicable, the therapy session with an Educator may take place with one or more End Users. Should the intended End User be a Student, the parents’ or guardians’ consent is required for a group session. At all times, you have the ability to end the group session call if you feel that it is not suitable for you for any reason.
   5. Changes and Future Development or Disabling of Features and Modules. We may change and/or develop additional features, products and modules and/or decide to disable immaterial features, products or modules at Our sole discretion and without prior notification; in which case this Agreement will apply thereto. In no event shall We be liable for changing and/or disabling immaterial features, products or modules. The End User must consider such changes when accessing or using the Services.
   6. Technical Requirements. The Services will be provided to you online. To reach, access and use the Services as intended, you must have compatible devices, access to the internet and data services, and certain necessary software as per Our minimum requirements available at https://www.ampliolearning.com/minimum-requirements-for-amplio-digital-intervention-platform/. Fees and charges may apply to your use of the internet or mobile services, and you may be required to purchase hardware or software to enable your devices to access the Services. You agree that you are responsible for meeting these requirements and for your use of the internet, any associated fees, charges or expenses.
      We do not warrant or guarantee that the Services will function fully on your device or be compatible with the hardware or software on any particular device. Information will be transmitted over a medium that will be beyond Our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Services. The Services will not function properly if your device is broken or powered off, if the Services is not enabled or if any hardware or software on your device prevents the Services from operating as intended. The maintenance of your device is your responsibility and We are not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail due to technical problems or traffic congestion on the internet, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation, access or use of the Services.
   7. Data retention and archives. We store, retain and archive Personal Data in accordance with Our Privacy Policy and your data will be available in accordance with our internal retention policies and our SaaS Services Level Agreement. We do not provide an archiving and backup service, and agree only that We will not intentionally delete any Personal Data from the Platform prior to expiration of the Term and expressly disclaim all other obligations with respect to storage and backup. You shall be responsible for backup of your data and We shall not be liable or responsible for any backups or lack thereof. 
7. End User Responsibility 
   1. General End User Responsibility. By accessing and/or using the Platform, you represent and warrant that (a) any and all information you submit is truthful, up-to-date and accurate, and that you have all necessary permission to submit or otherwise make available such information; (b) you will maintain the accuracy of such information; and (c) your access to and use of the Platform will comply with and does not violate any applicable law, regulation, order or guideline.  You will be responsible for any inaccuracies in the information you provide us, or for your failure to keep such information up-to-date.
   2. You further agree that you will not: (a) solicit another person’s password or personal information under false pretenses; (b) impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity and/or use or access another End User’s account or password without permission; (c) violate the legal rights of others, including defaming, abusing, stalking or threatening users; (d) post or transmit any content that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, unauthorized, libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of the Services), or that involves any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; and (e) publish falsehoods or misrepresentations, including with respect to any medical or health information.
   3. Entity Responsibility.  We rely on Entity that any End User identified as such and/or on-boarded by Entity onto the Platform is authorized to access and use the Services in its specific end-user access authorization role. Entity shall provide all necessary notifications and notices (public or others) and obtain all necessary approvals and consents, in writing (if required), prior to the use of the Services, including without limitation the consent of parents or guardians of Students to receive the treatment (including through the Platform) and to the use, processing, and disclosure of End User information according to the Purpose, in accordance with any Applicable Data Protection Laws and this Agreement). Entity shall properly and duly store all signed consent forms and, upon demand, shall provide Us such consents to assist with, and demonstrate, compliance. In particular, under the COPPA, We rely on Entity, acting as the parent’s agent and on its behalf, to obtain verifiable parental (or legal guardian) consent, regarding the collection of a child’s information (under the age of 13). For such purpose, We have provided Entity the COPPA Direct Notice (including an example of a Consent Form), which Entity shall make available to parents.
      Entity further agrees to (a) make the Services accessible and meet the requirements described under “Technical Requirements” within its facilities and/or to all End Users, provide tier 1 technical support and contact details for Entity IT specialist(s) who will be responsible therefor; (b) assist and cooperate with enforcement of this Agreement and in complying with any applicable laws and regulations; (c) ensure all Entity Educators and authorized users of Entity undergo training, as necessary, on the relevant curricula and use of the Services; (d) ensure Entity Educators are qualified and/or certified and/or authorized by applicable laws and regulations to provide the applicable special education services to Students; (e) ensure  any person or entity on its behalf, including Educators and Administrators under Entity’s responsibility, comply with all their obligations hereunder; (f) have in place proper safety policies, procedures  and  insurance that cover any damages relating to its access or use of the Services within its facilities and/or by any End User for which Entity is responsible; and (g) obtain and cause to remain in effect, such licenses, permits, authorizations and certifications, as may be required for the performance of its obligations hereunder, at its own cost and expense. 
   4. Administrator/Educator Responsibility. As an Administrator/Educator, you represent and warrant that: (a) you have the right and authority to register Students as users in the Platform; (b) by connecting Students with an Entity, you allow other persons who are associated with said Entity to view details regarding such Students, which may including personal, health-related and education-related details, and you have the right and authority to make such connection and disclosure of information; and (c) you will assist and cooperate with enforcement of this Agreement and in complying with any applicable laws and regulations. As an Educator you further represent and warrant that: (d) you have, and shall maintain throughout the provision of services to Students through the Platform, the right and authority to provide such services, and specifically health-related or education-related services, using the Platform; at Our request, you shall provide Us evidence thereof;  and (e) you are responsible, and will be liable, for any Notes you make.
   5. Further Assurances.  You agree to execute and deliver any and all such other and additional instruments and documents and do any and all such other acts and things as may be necessary or expedient to effectuate more fully this Agreement and to carry out the business contemplated by this Agreement.
8. Right to Use
   1. The Services are made available for your use and are not sold to you. Subject to your compliance with the terms and conditions of this Agreement and payment of applicable fee where consideration is made for use and access to the Services: We hereby grant you a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable and non-perpetual right to access and use Our Services, and any user guides, specifications or related documentation (the “Documentation”), subject to the terms and conditions of this Agreement (“Right to Use”). This Right to Use is only for your benefit or for a Student’s benefit and non-commercial use and only for the Term.
      Under the above Right to Use, except as and only to the extent any of the following restrictions are prohibited by applicable law or any of the restricted activities are permitted by the licensing terms of any open-sourced or Third-Party Components incorporated into the Services, you may not: (a) lend, rent, lease, sell, redistribute, assign, sublicense or otherwise transfer the Services or the Right to Use; (b) use the Services for any commercial purpose or for any commercial or non-commercial public display; (c) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of the Services; (d) copy, reproduce, modify or create derivative works of the Services; (e) remove, alter or conceal any copyright or other proprietary notices from the Services; (f) transfer the content or materials from the Services to anyone else or “mirror” or broadcast the same on any server; (g) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content; (h) use any robot, spider, site search or retrieval, or any 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 Services; (i) harvest, collect or mine information about other users of the Services; (j) post or transmit any virus, worm Trojan horse or other harmful or disruptive element or othwerwise interfere or attempt to interfere with the proper working of the Services or to disrupt the operations or violate the security of the Services; (k) use in any manner that infringes the intellectual property or other rights of Us or any other party; (l) cause or permit any third party to do any of the foregoing; or (m) use in any way not specifically permitted under this Agreement. For purposes of this paragraph, Services include any part of the Services or Services updates, their content, software and Documentation.If you violate any of these restrictions, this Right to Use will automatically terminate, and you may be subject to prosecution and damages. Violations of system or network operation or security may result in civil or criminal liability. We will investigate possible occurrences of such violations, and We may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations.Without derogating from the foregoing, the Right to Use granted in this Agreement is for use within the framework of providing special education services, and you are not authorized to include, or use in any manner, or to provide to any third party for such inclusion or use, any test results derived from any of the use of the Services, except for the purpose of seeking or obtaining any regulatory approval from any governmental or regulatory agency as instructed by the Entity.

9. Third-Party Services and Components.
   1. The Services may come with or require Third-Party Services that End User shall license directly from the third party licensor pursuant to such third party’s terms and conditions. Additionally, the Services may include certain Third-Party Components and open source software. Third-Party Components are licensed to End Users under this Agreement; open-source software is licensed pursuant to the applicable open-source license. To the extent applicable, information about the open-source software may be found in the Services and/or its Documentation. End User shall not directly access any Third-Party Components other than with or as part of the Services. End User agrees that to the extent required by a third party licensor or supplier of a Third-Party Component, that third party licensor or supplier is an intended third party beneficiary of this Agreement.
   2. Keep in mind that we do not endorse or assume any responsibility for any Third-party Services or Third-Party Components. If you access or use any Third-Party Services and Components for, from or within the Services, you understand that you do so at your own risk, and you understand that this Agreement, including our Privacy Policy do not apply to your use of those Third-party Services and Components, which have their own applicable terms and policies.
   3. We cannot guarantee the continued availability of such Third-Party Services and Components and may cease to use them or enable access to them without entitling you to any refund, credit, or third party compensation. You irrevocably waive any claim against Us with respect to such Third-Party Services and Components. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your reliance, access or use of any such Third-Party Services and Components, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services and Components. 
10. Support and Availability
    During the Term, We will provide you with Platform support and availability as described in the SAAS Service Level Agreement. The Amplio LMS and/or the Training Sandbox may not be supported and are not subject to availability requirements. 
11. Ownership and Intellectual Property Rights
    1. Ownership. 
       1. Amplio IP. As between the parties, We exclusively own and reserve all rights, title and interest (including any  patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”)) in and to the Services, any Documentation, hardware, software and other components of, or used to provide, the Services, Our Confidential Information and Amplio Data. The rights to access and use the Services under this Agreement do not convey any additional rights in the Services or in any Intellectual Property Rights associated therewith.
       2. Personal Data.  Each End User will retain all rights, title and interest (including any and all Intellectual Property Rights) in and to its Personal Data. Each End User hereby grants to Amplio a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Personal Data solely to the extent necessary to provide the Purpose.
    2. Feedback. We welcome any recommendations, suggestions, improvement or correction requests, comments, or other feedback from you or any End User about the Services (collectively, “Feedback”). Please know, however, that by submitting Feedback to Us, you agree that: (a) such Feedback is not your or any third party’s Confidential Information; (b) We may use or disclose, or choose not to use or disclose, Feedback for any purpose and in any way; (c) We own any Feedback and any Intellectual Property Rights associated therewith; and (d) you and any End User are not entitled to any compensation or reimbursement of any kind from Us under any circumstances for Feedback. To this extent Entity shall, and shall cause, each third party acting on its behalf to, execute any document required to perfect Our rights hereunder.
    3. Trademarks. The names and logos used or displayed in or on the Services are registered or unregistered trademarks of Us or third party licensors (collectively, “Marks”), and may only be used by you in a reasonable manner to identify you as an End User; provided you do not attempt to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent us, or the Services.
    4. Infringement. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Our policy to respond to copyright owners who believe material appearing on the Services infringes their rights under US copyright law. We accept no responsibility or liability for any material provided or posted by you. If you believe that something appearing on the Services infringes your copyright, you may send Us a notice requesting that it be removed, or access to it blocked to the following email address: service@ampliolearning.com. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send Us a counter-notice. All notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. It is Our policy to terminate the accounts of repeat infringers in appropriate circumstances.
    5. Publicity. Entity, Administrator and/or Educator agree that We may use their name and logo in publications and for marketing purposes, so long as such use does not impair their reputation. In addition, to the extent that they complete  any questionnaires and/or other inquiries regarding the Services, they hereby agree that We may, at Our sole discretion, decide whether to use their responses for marketing purposes as well, and they hereby permit Us to publish and/or use their response, at Our discretion.
12. Confidentiality, Information Security and Privacy Protection
    1. Confidentiality. Recipient shall treat Disclosing Party’s Confidential Information with the same level of care that it treats its own confidential information of a similar nature, but in no event less than reasonable care. Recipient shall limit its disclosures of Disclosing Party’s Confidential Information to Recipient’s employees, agents, and subcontractors on a need-to-know basis and then only if such individuals are bound by obligations of confidentiality which are at least as restrictive as the terms of this Agreement. Confidential Information shall not be used by Recipient or Recipient’s employees, agents, or subcontractors except for the purpose of performing their obligations under this Agreement. Neither Party shall reveal, publish, or otherwise disclose Confidential Information of the other Party without the prior written consent of the Disclosing Party. Recipient shall be solely responsible for any disclosures or uses of Disclosing Party’s Confidential Information made by Recipient’s employees, agents, or subcontractors that violate this Agreement.
       
       Recipient may disclose Confidential Information to the extent required by law or order of a court of competent jurisdiction, provided that Recipient (a) promptly notifies Disclosing Party of such disclosure before divulging Confidential Information to enable Disclosing Party to seek a protective order or employ other means to preserve the confidential nature of that information, and (b) provides assistance in obtaining an order to protect such Confidential Information.

       
       The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and agree that the non-breaching Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction and without having to post a bond.

    2. Information Security. 
       We are strongly committed to protecting your Personal Data and information. We will take reasonable technical steps accepted in Our industry to keep your information, as it relates to the Services, secure and protect it against loss, misuse or modification. However, no network, server, database or internet or email transmission is ever fully secure or error-free. If you notice any security risks or violations, We advise you to report them to Us at service@ampliolearning.com.
       We implement legal, technical and organizational information security measures based on the ISO certification mechanisms specified in ISO 27001:2013 – Information Security Management Systems and 27799:2016 – Health informatics — Information Security Management in Healthcare; and are certified under both. We have also been granted a Provisional Certification Level under the Texas Risk and Authorization Management Program Certification (TX-RAMP).

       Although We take reasonable measures to keep the Services free of viruses, worms, Trojan horses or other code that contain destructive properties, We do not warrant or guarantee that files available for downloading through the Services will be free of such contaminations.

       You are solely responsible to secure any device you choose to use while you access or use the Services. In any case, We shall not be liable or responsible for any security breach caused by your failure to properly secure such device and/or derived from your use of the Services. You shall cooperate with Us on any privacy or security issue arising from the use of, or access to, the Services, including, as reasonably required, implementing privacy or security measures as may be needed to maintain Our privacy and security level.

    3. Privacy Protection. Operating and using the Services includes Our collection, storage, use, disclosure and processing of your information, including information that constitutes Personal Data. Our Privacy Policy provides more detail around how we handle Personal Data. We strongly recommend that you review the Privacy Policy closely. In addition, Our Data Processing Addendum covers Our legal obligations with an Entity regarding data processing according to Applicable Data Protection Laws. You shall be deemed to be the “Data Controller” or “Data Owner” as these terms are used under the Applicable Data Protection Law.
       You shall at all times comply with Applicable Data Protection Laws with respect to the maintenance, transfer, storage and/or any other use of such Personal Data.
    4. Cookies. Whenever you interact with the Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, “cookie” information, the type of browser and/or device being used to access the Services. “Cookies” are identifiers We transfer to your browser or device that allow Us to recognize you and your browser or device along with how the Services is being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify you personally. For example, this aggregate data can tell Us how often users use a particular feature of the Platform, and We can use that knowledge to improve the Platform. We also monitor, log and inspect your use of the Services in order to enforce this Agreement and improve the Services. While doing so, We maintain your information confidential and secure. By using or accessing the Services, you hereby give your explicit and irrevocable consent to do so.
    5. Promotional Offers. If, upon registration to the Services, you confirmed your consent to receive promotional information/offers by us, then We shall be entitled to use certain aspects of the Personal Data for promotional purposes, such as to offer you additional products or services. If by mistake you receive promotional information without your specific consent and/or wish to opt-out, you are required to contact Us at: service@ampliospeech.com. For clarity, we will not use Personal Data of a Student to (i) advertise or market to Students or to direct targeted online advertising to Students or (ii) advertise or market to Students parents/ guardians without the consent of the parent/guardian or Entity.
13. Export Compliance and Anti-Corruption
    1. Anti–Corruption. Entity, Administrator and Educator shall not, and shall not permit any of their subsidiaries and affiliates or any of their or their respective directors, officers, managers, employees, independent contractors, representatives or agents (collectively, “Representatives”) to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. government official, in each case, in violation of the U.S. Foreign Corrupt Practices Act, or any other anti-bribery or anti-corruption law (together, the “FCPA”). Entity, Administrator and Educator shall, and shall cause each of their Representatives to, cease all of their respective activities, as well as remediate any actions taken by any of them in violation of the FCPA, and shall maintain and cause each of their affiliates and subsidiaries to maintain, systems or internal controls to ensure compliance with the FCPA.
    2. Export.  Entity, Administrator and Educator agree that they will not export, directly or indirectly, any technical information acquired from Us or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with applicable law.
14. Payment
    The Services are a paid service provided to you subject to the payment of agreed considerations, fees and other amounts, on the dates set forth and according to the terms as specified in the Specific Agreement, whether made by you or by an Entity on your behalf. If such payment is not made according to the Specific Agreement, We may terminate this Agreement and your access to the Platform, immediately, without penalty or liability to you or any third party.
    
15. Term and Termination
    1. This Agreement is effective until the earlier of: (i) expiration of the term of the Specific Agreement or (ii) when terminated by either you or Us (the “Term”). If you breach this Agreement, your right to access and use the Services shall automatically terminate. In addition, We may, in Our sole discretion, terminate this Agreement and your access to the Services, at any time and for any reason, without penalty or liability to you or any third party. In the event of your breach of this Agreement, these actions are in addition to and not in lieu or limitation of any other right or remedy that may be available to us.
    2. Upon any termination of the Agreement by either you or us, you must promptly cease to use and access the Services, and return to Us or destroy all materials downloaded or otherwise obtained from the Services, all Documentation, and all copies thereof such materials unless required to retain it by applicable laws or, with respect to Personal Data, instructed otherwise by the owner of such Personal Data. Any deletion of your information including Personal Data is subject to Our policies, procedures and the applicable laws and regulations. Even if We delete your data it may persist on backup or archival media for an additional period of time due to technical issues or for legal, tax or regulatory reasons or for legitimate and lawful business purposes.
    3. Provisions which by their nature are intended to survive the suspension or termination of this Agreement, shall survive its termination, including without limitation, Disclaimers, Ownership, Limitations on Liability, Indemnity, and Choice of Law and Forum.
16. The Training Sandbox
    1. The Training Sandbox is intended solely for evaluating, testing and training on the Platform, using test data only. It is prohibited to use the Training Sandbox for hosting or processing of any Confidential Information or Personal Data, and Amplio shall have no responsibility or liability that may arise as a result of your uploading of Confidential Information or Personal Data thereto. In order to limit the potential usage of Confidential Information or Personal Data, all data within the Training Sandbox may be deleted approximately once a week. In addition, the Training Sandbox may contain bugs and errors, experience disruptions, and not operate as intended. 
    2. We accept no responsibility or liability for any breach of security or technical issue leading to the accidental or unlawful destruction, loss, alteration of data, or any unauthorized disclosure of or access to data in the Training Sandbox, and are not obliged to assist you with extracting or recovering data from the Training Sandbox at any point.
    3. Subject to your compliance with the terms of this Agreement, we hereby grant you a temporary, limited, non-exclusive, non-assignable, non-transferable and non-sub-licensable right to access and use the Training Sandbox on a trial basis, solely for the purposes of evaluating, testing and training on the Platform and not for any commercial use.
17. Disclaimer, Warranties and Limitations on Liability
    1. Disclaimer. Your use of any part of the Services is at your own risk. As a recipient of services rendered using the Services, you must consult with qualified healthcare or education providers and make your health or education decisions based on their advice. As an Educator providing services to Students using the Services, you must ensure that you have the adequate qualification, certification, experience, knowledge, skills and authority to provide such services under any applicable law and regulation. We cannot and do not accept any liability in respect of any activities that you may undertake or receive (as applicable) through the use of the Services.
    2. Warranty. The Services, any information and Documentation is provided to you on an “as-is” and “as available” basis. We do not warrant that the functions in the Services will meet the requirements of the End-User or the Entity, nor do We provide any warranty regarding any use of or access to the Services not in accordance with this Agreement or for purposes not intended by Us and not specifically permitted by this Agreement. Except as may be provided in the SaaS Service Level Agreement, (i) We do not warrant or guarantee against, and therefore assume no responsibility or liability for or relating to, any errors, omissions, deletions, defects, delays, failures, interruptions, or corruption or loss of any data, alerts, notifications or other information transmitted in connection with your use of the Services, including but not limited to the non-delivery of any alerts, notifications or messages, recordings not being uploaded to the databases, statistics not updated between the cloud and the Services; and (ii) We, Our licensors, and Our suppliers make no representations or warranties about the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Services, content, including software, text, graphics, links, or communications provided on or through the use of the Services.
       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, RELATED DOCUMENTATION OR INFORMATION, AND OTHER MATERIALS AND SERVICES, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.
       
    3. Limitations on Liability.  Your use of the Services or reliance on the information provided and its outcomes are the sole responsibility of you, Entity, Administrator, Educator, Student and any other End User and in no circumstances will We be responsible and/or liable therefor. At any time and for any reason, without notice or liability, We may modify or discontinue the Services or any part of it or impose limits on your use of or access to the Services.
       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, AND USE OF, OR INABILITY TO ACCESS AND USE, THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER OR DEVICE FAILURE OR MALFUNCTION, EVEN IF A REPRESENTATIVE OF OURS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

       TO THE EXTENT LEGALLY POSSIBLE, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES IN EXCESS OF (I) US$100.00 TO ANY END USER OTHER THAN AN ENTITY AND (II) AND WITH RESPECT TO AN ENTITY, AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID TO US UNDER THE SPECIFIC AGREEMENT IN FORCE IN THE 6 MONTH PERIOD PRECEDING THE ARISING OF THE CLAIM BY SUCH AN ENTITY.

       Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that We may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of Our liability will be the minimum permitted under such applicable law.

       Any claims arising in connection with your use of the Services must be brought within 12 months of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement, even if the applicable remedy under this Agreement fails of its essential purpose.

    4. Images. With respect to images including persons/likeness of persons on the Services, you recognize and acknowledge that (i) the images and/or likeness of any person in such images does not imply in any way that We or the Services are endorsed by such person; and (ii) the fact that such person is featured in an image on the Services does not in any way imply that s/he has any mental or physical disabilities or issues of any kind.
18. Indemnity
    You agree to defend, indemnify, and hold Us harmless, including Our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of Our affiliated companies or organizations, and any successors, assigns or licensees, from and against any claims, actions or demands, damages, losses, liabilities, judgments, settlements, costs or expenses (including attorneys’ fees and costs) arising directly or indirectly from or relating to (a) the breach of this Agreement by you or anyone using your computer, mobile device, password or login information; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Services; (c) your violation of any law or regulation; or (d) any other matter for which you are responsible under this Agreement or under law.
    
19. Governing Law; Dispute Resolution
    1. Choice of Law. These terms and conditions are governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to its conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods and other international laws are expressly excluded. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the arbitration provisions in Section 19.3 below and preempts all state laws to the fullest extent permitted by law. You agree that the court located in the city of Middletown, Delaware, is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provisions below is found to be unenforceable.
    2. Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute“), the complaining party shall provide written notice to the other party (“Notice of Dispute“). If a Notice of Dispute is being sent to Us it must be emailed to corporate@ampliolearning.com. Following receipt of the Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties. 
    3. Arbitration. If the parties are unable to reach a resolution of the Dispute within thirty (30) days of the receipt of the Notice of Dispute, then we each agree to resolve the Dispute exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Agreement, this Agreement shall control. The arbitration will be conducted in Delaware, unless We agree otherwise. Unless otherwise provided by the Rules, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.. Any judgment on the award rendered by the arbitrator may be entered into any court of competent jurisdiction. You agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Section, including any claim that all or any part of this Section is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
       Nothing in this Section shall be deemed as: preventing Us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Our data security, Intellectual Property Rights or other proprietary rights.
    4. Class Action/Joiner/Jury Trial Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class. No claim under this Agreement shall be joined to any other claim and You and We are each waiving the right to a trial by jury. This waiver applies also to class arbitration, and unless We agree otherwise, the Arbitrator may not consolidate more than one person’s claims and may award relief only to the extent necessary to provide relief to your individual claims.
20. Miscellaneous
    1. Government End-Users. If access to the Services is licensed to the United States government or any agency, department or other entity thereof, then the Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Elements of the Services are commercial computer software. 
    2. Enforcement. If We believe, in Our sole discretion, that a breach of this Agreement or any illegal or inappropriate behavior has occurred, We may take any other corrective action We consider appropriate. We will investigate suspected violations of this Agreement or illegal and inappropriate behavior through the Services. Please note that We will fully cooperate with any law enforcement investigation or court order ordering Us or directing Us to disclose the identity, behavior or activities of anyone believed to have violated this Agreement or to have engaged in illegal behavior.
    3. No Waiver. Non-enforcement, or Our failure to act with respect to a breach by you or others of this Agreement does not constitute consent or waiver, and We reserve the right to enforce such term at Our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to Us with respect to any prohibited activity or conduct.
    4. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
    5. Modifications of this Agreement. We reserve the right to update or modify this Agreement, at any time and for any reason. When we materially change this Agreement We will notify you in advance. The most up-to-date version of this Agreement shall be posted on Our Website and shall be binding on your access to and use of the Services. By continuing to use the Services after any such changes, you unconditionally agree to follow and be bound by this Agreement, as amended from time to time.  We encourage you to periodically review the most up-to-date version of this Agreement.
    6. Relationships of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
    7. Assignability.  You agree that this Agreement may be assigned by us, in Our sole discretion to any third party.  You may not assign this Agreement without first obtaining Our written approval.
    8. Questions and Notices. If you have any questions, comments or complaints regarding this Agreement and the Platform, feel free to contact Us at service@ampliolearning.com.