END USER LICENSE AGREEMENT

1. Scope. This is a legal agreement ("Agreement") between Amplify Education, Inc. ("Amplify") and you, the licensee ("you") for the license of one or more of the following Amplify products and services, as specified in the agreement between Amplify and your school, district, state agency or other educational organization ("Organization"): assessment and other educational software and content, analytics and reporting software, digital and print curriculum and instructional materials, hardware devices, and professional development materials and services, in each case including any associated media, printed materials and electronic documentation and any updates, editions, versions or supplements to the original Product provided to you by Amplify (collectively, the "Products").




2. License. Subject to the terms and conditions of this Agreement and the number of users and other use restrictions in the agreement between Amplify and your Organization, Amplify grants you a non-exclusive, non-transferable, non-sublicenseable license to access and use the Products solely in the United States during the Term, as long you are authorized by your Organization to access and use the Products and solely while you are employed or registered for instruction at your Organization, as applicable. You represent that, to your knowledge, your Organization has a valid current license from Amplify to access and use the Products.




3. Restrictions. You may access and use the Products solely for non-commercial instructional and administrative purposes of your Organization. Further, you may not, except as expressly authorized or directed by Amplify: (i) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Products, or any part thereof; (ii) decompile, disassemble or otherwise reverse engineer the Products or otherwise use the Products to develop functionally similar products or services; (iii) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Product; (iv) rent, lease or lend the Products or use the Products for the benefit of any third party; (v) avoid, circumvent or disable any security device, procedure, protocol or mechanism in the Products; or (vi) permit, authorize, facilitate or encourage anyone else to do any of the foregoing. You also agree that any works created in violation of this section are derivative works, and, as such, you agree to assign, and hereby do assign, all right, title and interest therein to Amplify. The Products and derivatives thereof may be subject to export laws and regulations of the U.S. and other jurisdictions. You may not export any Product outside of the U.S., or access or use any Product in a U.S.-embargoed country or otherwise in violation of any U.S. export law or regulation.




4. Use of the Products. In connection with your access to and use of the Products, you agree not to: (a) post, upload or otherwise transmit or link to content that is: unlawful; threatening; harmful; abusive; pornographic or includes nudity; offensive; harassing; excessively violent; tortious; defamatory; false or misleading; obscene; vulgar; libelous; hateful; or discriminatory; (b) violate the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, contract or other proprietary rights; (c) harass or harm another person; (d) exploit or endanger a minor; (e) impersonate any person or entity; (f) introduce or engage in activity that involves the use of viruses, bots, worms, Trojan horses, Easter eggs, time bombs, spyware or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized access to or use of a computer or a computer network; (g) interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Products or any account (as defined below), or Amplify’s servers or networks; (h) restrict or inhibit any other person from using the Products (including by hacking or defacing the Products); (i) remove, disable, block or obscure any portion of the Products; (j) use technology or any automated system, such as scripts or bots, to collect user names, passwords, e-mail addresses or any other data from or through the Products, or to circumvent or modify any security technology or software that is part of the Products; (k) send or cause to send (directly or indirectly) unsolicited bulk messages or other unsolicited bulk communications of any kind through the Products; (l) solicit, collect or request any information for commercial or unlawful purposes; (m) post, upload or otherwise transmit an image or video of another person without that person's consent; (n) use the Products to advertise, promote or engage in any commercial activity (including engaging in advertising, sales, contests, sweepstakes or other promotions) without Amplify's prior written consent; (o) frame or mirror the Products without Amplify's express prior written consent; (p) use the Products in a manner inconsistent with any applicable law, rule or regulation; (q) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine," or in any way gather content of the Products or reproduce or circumvent the navigational structure or presentation of the Products; (r) attempt, facilitate and/or encourage others to do any of the foregoing. In addition to the foregoing restrictions, your use of the Products may also be subject to an Acceptable Use Policy provided to you by Amplify or your Organization, as applicable. Except as expressly agreed otherwise by Amplify and your Organization, you, and not Amplify, are responsible for obtaining and maintaining all telecommunications, broadband and computer hardware, equipment and services needed to access and use the Products, and for paying all charges related thereto.




5. Reservation of Rights. SUBSCRIPTION PRODUCTS ARE LICENSED, NOT SOLD. Subject to the limited rights expressly granted hereunder, all rights, title and interest in and to all Products, including all related IP Rights, are and shall remain the sole and exclusive property of Amplify or its third-party licensors. "IP Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. You shall notify Amplify of any violation of Amplify's IP Rights in the Products, and shall reasonably assist Amplify as necessary to remedy any such violation. Amplify Products are protected by patents (see http://www.amplify.com/virtual-patent-marking).




6. Account Information. For subscription Products, your authentication to enable your access and use of those Products is based in part upon information supplied by you. You shall (a) provide accurate information to Amplify and promptly report any changes to such information (b) not share or allow others to use your account, (c) maintain the confidentiality and security of your account information, and (d) use the Products solely via such authorized accounts. Do not share the user name or password to access the Products with anyone except the person for whom the account was created. You agree to notify Amplify immediately of any unauthorized use of your account or related authentication information. Amplify will not be responsible for any losses arising out of the unauthorized use of your account.




7. Privacy. Your use of the Product is also subject to the Privacy Policy posted at http://www.amplify.com/privacy. The Privacy Policy provides information on our information collection, usage and disclosures practices in connection with the Products. The Privacy Policy does not address, and Amplify is not responsible or liable for, the information collection, usage and disclosure practices of any third party.




8. Confidentiality. You acknowledge that, in connection with this Agreement, Amplify has provided and/or will provide you certain sensitive and/or proprietary information, including software, source code, assessment instruments, research, designs, methods, processes, customer lists, training materials, product documentation, know-how and trade secrets, in whatever form ("Confidential Information"). You agree (a) not to use Confidential Information for any purpose other than use of the Products in accordance with this Agreement and (b) to take all steps reasonably necessary to maintain and protect the Confidential Information of Amplify in the strictest confidence. Confidential Information shall not include information that, as evidenced by your contemporaneous written records: (i) is as of the time of its disclosure or thereafter becomes publicly available through no fault of yours; (ii) is rightfully known to you prior to the time of its disclosure; (iii) has been independently developed by you or your Organization without any use of the Confidential Information; or (iv) is subsequently learned from a third party not under any confidentiality obligation.




9. User Materials. You represent, warrant and covenant that you have all the necessary rights, including consents and IP Rights, in connection with any data, information, content and other materials provided to or collected by Amplify from you or on your behalf using the Products or otherwise in connection with this Agreement, including materials and content that you post, upload, transmit, e-mail or otherwise make available on, through or in connection with the Products ("User Materials"), and that Except as otherwise agreed by the parties, you retain any ownership rights that you have in your User Materials. You hereby grant to Amplify and its affiliates, licensees and authorized users, a perpetual, non-exclusive, fully paid-up, royalty-free sublicenseable (through multiple tiers), transferable (in whole or in part), worldwide license to use, modify, excerpt, adapt, create derivative works and compilations based upon, publicly perform, publicly display, reproduce and distribute such User Materials, subject to Amplify’s privacy policy posted at http://www.amplify.com/privacy. You and your Organization are responsible for the accuracy, integrity, completeness, quality, legality and safety of such User Materials. You further represent and warrant that the posting of such User Materials through or in connection with the Products does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Amplify reserves the right (but has no obligation) to monitor the Products, including for inappropriate content or conduct, and to remove any content in Amplify's discretion and without liability to you or any third party. Further, Amplify reserves the right to investigate and take appropriate legal action against anyone who, in Amplify's discretion, violates this Agreement or attempts to do so, including terminating or suspending a user's account or access to or use of the Products, or reporting any content or conduct to law enforcement authorities.




10. Feedback. If you provide us with any ideas, proposals or suggestions related to the Products ("Feedback"), you hereby acknowledge and agree that your provision of any Feedback is gratuitous, unsolicited and without restriction and does not place Amplify under any fiduciary or other obligation. You hereby grant to Amplify a world-wide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicenseable (through multiple tiers) license, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you hereby represent and warrant that you have all necessary rights to grant the foregoing license.




11. Third Party Links and Services. The Products may make available, or third parties may provide, links to websites, software, applications, resources, advertisements, content or other products or services created, hosted, or made available by third parties ("Third Party Services"), and such third party may use other third parties to provide portions of the Third Party Services to you, such as technology, development or payment services. When you access or use a Third Party Service, you are interacting with the applicable third party, not with Amplify, and you do so at your own risk. Inclusion of any Third Party Service or a link thereto within the Products does not imply approval or endorsement of such Third Party Service. Amplify does not control any content that is not Amplify content, and as such, you may be exposed to offensive, indecent, inaccurate or otherwise objectionable content by accessing or using the Products. You are solely responsible for your interactions with other users of the Products, providers of Third Party Services and any other third parties with whom you interact on, through, or in connection with the Products. AMPLIFY IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY THIRD PARTY SERVICES, INCLUDING THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS OR SAFETY OF, OR IP RIGHTS RELATING TO, SUCH THIRD PARTY SERVICES. ANY ACCESS TO OR USE OF SUCH THIRD PARTY SERVICES MAY BE SUBJECT TO THE TERMS AND CONDTIONS AND INFORMATION COLLECTION, USAGE AND DISCLOSURE PRACTICES OF THIRD PARTIES. THIS AGREEMENT DOES NOT CREATE ANY RELATIONSHIP BETWEEN YOU AND ANY PROVIDER OF THIRD PARTY SERVICES, AND NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY AMPLIFY WITH RESPECT TO ANY THIRD PARTY SERVICE.




12. Warranty Disclaimer. PRODUCTS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND BY AMPLIFY. AMPLIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. YOUR ORGANIZATION ASSUMES RESPONSIBILITY FOR SELECTING THE PRODUCTS TO ACHIEVE THE ORGANIZATION’S INTENDED RESULTS AND THE RESULTS OBTAINED FROM THE PRODUCTS. WITHOUT LIMITNG THE FOREGOING, AMPLIFY MAKES NO WARRANTY THAT THE PRODUCTS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS.




13. Limitation of Liability. IN NO EVENT SHALL AMPLIFY BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR COVER DAMAGES, DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR ANY OTHER INDIRECT DAMAGES, EVEN IF AMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AMPLIFY'S ENTIRE LIABILITY TO YOU ARISING OUT OF PERFORMANCE OR NONPERFORMANCE BY AMPLIFY OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF YOUR DIRECT DAMAGES UP TO THE FEES PAID BY YOUR ORGANIZATION TO AMPLIFY FOR THE AFFECTED PORTION OF THE PRODUCTS IN THE PRIOR 12-MONTH PERIOD. UNDER NO CIRCUMSTANCES SHALL AMPLIFY BE LIABLE FOR ANY CONSEQUENCES OF ANY UNAUTHORIZED USE OF THE PRODUCTS THAT VIOLATES ANY APPLICABLE LAW OR REGULATION.




14. Term; Termination. This Agreement will be in effect for the duration specified in the agreement between your Organization and Amplify and may be renewed or extended by mutual agreement of Amplify and your Organization. Without prejudice to any rights either party may have under this Agreement, in law, equity or otherwise, Amplify shall have the right to terminate this Agreement if you materially breach any term, provision, warranty or representation under this Agreement and fail to correct the breach within 30 days of your Organization’s receipt of written notice of such breach. Upon termination, you will: (a) cease using the Products, (b) return, purge or destroy (as directed in writing by Amplify) all copies of any Products and, if so requested, certify to Amplify in writing that such surrender or destruction has occurred, (c) pay Amplify any fees due and owing hereunder, if applicable, and (d) not be entitled to a refund of any fees previously paid, unless such fees were paid in advance for services not yet rendered at the time of termination, provided however that your Organization will be responsible for the cost of any continued use of Products following such termination. Upon termination, Amplify will return or destroy any personally identifiable information of students provided to Amplify hereunder. Sections 5-17 shall survive the termination of this Agreement.




15. Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that any material residing on or linked to from the Products infringes your copyright, please send (or have your agent send) to Amplify's Copyright Agent, by e-mail, fax or regular mail, a written notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Products (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an e-mail address; (d) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, the copyright owner's agent or the law; (e) a statement by you that the above information in your notification is accurate, and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed, or that you are authorized to act on such owner's behalf; and (f) your physical or electronic signature. Amplify's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, Amplify Education, Inc., 55 Washington Street, Brooklyn, New York 11201; Facsimile: 212-852-7217; Attn: Copyright Agent. Amplify's Copyright Agent for notification of claimed infringement can also be reached electronically at legal@amplify.com. Amplify reserves the right to terminate infringers' and suspected infringers' accounts or their access to or use of the Products.




16. Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Products, please contact us by writing to Amplify Education, Inc., 55 Washington Street, Brooklyn, New York 11201 or by calling us at 212-213-8177 or sending a fax to 212-796-2311. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.




17. Miscellaneous. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. To the extent that any term of this Agreement conflicts with your Organization’s agreement, your Organization’s agreement shall control with respect to that term. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All defined terms in this Agreement shall apply to their singular and plural forms, as applicable. The word "including" means "including without limitation." This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York, without giving effect to the choice of law rules thereof. Venue for all purposes hereunder shall be state or federal courts located in Southern District of the State of New York, and each party hereby submits to the jurisdiction thereof. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one party as an employee, agent, joint venture partner or servant of another. Each party is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection herewith. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by you without the prior written consent of Amplify. If one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable at law, such provision(s) shall be construed by the appropriate judicial body to limit or reduce such provision or provisions so as to be enforceable to the maximum extent compatible with applicable law. Amplify shall have no liability to you, your Organization or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including acts of God or nature, fires, floods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the Internet or any other network. If you have any questions about this Agreement, you may contact us at the contact information listed below: