Terms of Service

These Terms of Service (the "Terms") are the binding agreement between you (the customer using amplifyOMS for your practice) and amplifyOMS, Inc. ("amplifyOMS," "we," "us," or "our"). A short summary of the key points:

amplifyOMS provides a cloud-hosted audiology practice management platform. Your subscription is governed by these Terms and any applicable order form. Fees are as published on amplifyoms.com/pricing or as set forth in your order form. You own your data; we own the platform. You authorize us to process your data to deliver the service.

When your account ends, you have 30 days to export your data. After that, we delete your data from our production systems. Backup retention follows standard backup practices and is not separately accessible.

Protected Health Information (PHI) is governed by the separate Business Associate Agreement (BAA) you sign during onboarding, not by these Terms.

Disputes are resolved through mandatory binding arbitration in Wichita County, Texas. You agree to bring claims individually, not as part of a class action. The Privacy Policy (amplifyoms.com/privacy) governs how we handle personal information.

If you have questions, contact us at legal@amplifyoms.com.

By signing an order form, accessing the amplifyOMS platform, or using any portion of the Service, you ("Customer") agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "Customer" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

The following capitalized terms have the meanings given below.

"Agreement" means these Terms together with any applicable order form, the Privacy Policy, the Business Associate Agreement, and any other documents specifically incorporated by reference.

"Authorized User" means any individual who Customer permits to access and use the Service on Customer's behalf, including Customer's employees, contractors, and authorized agents.

"BAA" means the Business Associate Agreement between Customer and amplifyOMS, executed at onboarding, governing the handling of Protected Health Information.

"Customer Data" means all data, content, and information submitted to, stored in, or processed through the Service by or on behalf of Customer, including Authorized User account information, patient records, appointment information, financial records, clinical documentation, and any other content Customer or its Authorized Users input into the Service.

"Documentation" means the official user documentation made available by amplifyOMS for the Service.

"Order Form" means any subscription order, statement of work, or similar document executed between Customer and amplifyOMS referencing these Terms.

"PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

"Service" means the amplifyOMS cloud-hosted audiology practice management platform, including all features and functionality made available to Customer, the Documentation, and any updates or modifications amplifyOMS releases during the Subscription Term.

"Subscription Term" means the period of Customer's paid subscription to the Service as specified in the applicable Order Form or as established through Customer's continuous payment of subscription fees.

amplifyOMS will provide Customer with access to the Service during the Subscription Term, subject to the terms of this Agreement and Customer's continued payment of applicable fees.

amplifyOMS may modify, update, or enhance the Service from time to time. amplifyOMS will not materially degrade the core functionality of the Service during the Subscription Term without notice to Customer. Customer acknowledges that the Service is a hosted software platform and that minor changes, feature additions, and infrastructure improvements occur on an ongoing basis.

Customer must register for an account to access the Service. Customer is responsible for providing accurate and current registration information and for keeping that information updated.

Customer is responsible for maintaining the security of its account credentials and for all activity that occurs under its account, whether or not authorized. Customer must promptly notify amplifyOMS of any unauthorized use of its account or any other suspected security breach.

Customer is responsible for managing Authorized User access, including granting and revoking permissions, requiring strong passwords, and ensuring that Authorized Users understand and comply with the terms of this Agreement.

Subject to the terms of this Agreement and Customer's payment of applicable fees, amplifyOMS grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service during the Subscription Term for Customer's internal business purposes.

The license does not include any right to resell, sublicense, distribute, or otherwise make the Service available to any third party other than Authorized Users acting on Customer's behalf.

Customer owns and retains all rights, title, and interest in and to Customer Data.

Customer grants amplifyOMS a limited, non-exclusive, worldwide license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service, perform under this Agreement, comply with applicable law, and respond to support requests. amplifyOMS will not use Customer Data for any other purpose.

amplifyOMS may compile and use aggregated, de-identified data derived from Customer Data for purposes including improving the Service, generating industry benchmarks, and producing analytical reports, provided that such aggregated, de-identified data does not identify Customer or any individual and is not used in a manner that would violate HIPAA, the BAA, or applicable law.

Customer is responsible for the accuracy, quality, integrity, and legality of Customer Data and for Customer's right to submit Customer Data to the Service.

amplifyOMS acknowledges that Customer Data may include Protected Health Information for which Customer is a Covered Entity under HIPAA. In its role processing PHI on Customer's behalf, amplifyOMS acts as a Business Associate under HIPAA.

Each Customer that uses the Service to process PHI executes a Business Associate Agreement with amplifyOMS at the time of onboarding. The BAA governs all aspects of amplifyOMS's processing of PHI on Customer's behalf, including permitted uses and disclosures, security safeguards, breach notification, and the rights of individuals with respect to their PHI.

In the event of any conflict between these Terms and the BAA with respect to the handling of PHI, the BAA controls.

Customer agrees that Customer and its Authorized Users will not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation, including HIPAA, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any applicable consumer protection or anti-spam law.
• Use the Service to send, store, or transmit any content that is unlawful, infringing, defamatory, harassing, fraudulent, harmful, or otherwise objectionable.
• Attempt to interfere with, disrupt, or compromise the integrity or security of the Service, the underlying infrastructure, or any other Customer's account or data.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying architecture of the Service, except to the extent expressly permitted by applicable law notwithstanding this prohibition.
• Resell, sublicense, lease, rent, or otherwise make the Service available to any third party other than Authorized Users acting on Customer's behalf.
• Use the Service to develop or train any competing product or service, or to benchmark the Service for competitive purposes.
• Use any automated means (including scrapers, bots, or crawlers) to access the Service or to extract data from the Service, except through amplifyOMS-provided application programming interfaces (APIs) and in accordance with the documentation governing those APIs.

amplifyOMS reserves the right to suspend or terminate Customer's access to the Service in the event of a material violation of this Section 8 or any other material breach of this Agreement.

Customer will pay all fees specified in the applicable Order Form or as published at amplifyoms.com/pricing for the subscription tier and configuration Customer has selected.

Fees are billed in advance on a monthly or annual basis, depending on the subscription term Customer selects. Fees are non-refundable except as expressly provided in this Agreement.

Customer authorizes amplifyOMS to charge Customer's designated payment method for all applicable fees. If payment cannot be processed, amplifyOMS may suspend Customer's access to the Service after providing reasonable notice and an opportunity to cure.

amplifyOMS may modify subscription fees with at least 30 days' advance notice. Fee modifications will take effect at Customer's next renewal date.

Customer is responsible for any taxes (other than taxes on amplifyOMS's net income) arising in connection with the Service.

The Subscription Term begins on the effective date specified in Customer's Order Form (or, in the absence of an Order Form, on the date Customer first accesses the Service) and continues until terminated as provided in this Agreement.

Either party may terminate this Agreement for material breach by the other party that remains uncured 30 days after written notice of the breach.

Customer may terminate its subscription at the end of any then-current billing period by providing notice through Customer's account or by contacting amplifyOMS at the email address provided in Section 21 (Contact). Termination is effective at the end of the billing period in which the termination notice is received. Customer remains responsible for fees accrued through the effective date of termination.

amplifyOMS may terminate this Agreement immediately upon notice in the event of Customer's non-payment of fees that remain uncured after the cure period specified in Section 9, Customer's material breach of Section 8 (Acceptable Use), or as otherwise expressly provided in this Agreement.

Upon termination of this Agreement for any reason, Customer's right to access and use the Service ends, and amplifyOMS may disable Customer's account and Authorized User access.

Customer Data will remain available for Customer to export from the Service for a period of thirty (30) days following the effective date of termination. Customer is responsible for exporting Customer Data within this period. amplifyOMS will provide reasonable assistance during the 30-day period for export operations.

After the 30-day period, amplifyOMS will delete Customer Data from its production systems. Backup retention may extend beyond the 30-day period in accordance with standard backup practices; backup data is overwritten on a rolling schedule and is not accessed except in the case of a disaster recovery event.

PHI handling on termination is additionally governed by the BAA. In the event of any conflict between this Section 11 and the BAA with respect to PHI, the BAA controls.

The following provisions survive termination: Section 6 (Customer Data and Ownership) as to data ownership and license terms, Section 7 (PHI and BAA), Section 11 (Effect of Termination), Section 13 (Confidentiality), Section 14 (Intellectual Property), Section 16 (Warranties and Disclaimers), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 19 (Governing Law and Dispute Resolution), and Section 20 (General Provisions).

If Customer provides amplifyOMS with feedback, suggestions, or recommendations regarding the Service ("Feedback"), Customer grants amplifyOMS a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service and other amplifyOMS products without restriction or compensation to Customer.

Customer is not obligated to provide Feedback, and amplifyOMS is not obligated to use Feedback that Customer provides.

Each party (the "Receiving Party") agrees to protect the confidential information of the other party (the "Disclosing Party") with the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care.

Confidential information includes the terms of this Agreement, non-public business information, technical information, and any other information identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential.

The Receiving Party may use confidential information only for purposes of performing under this Agreement. The Receiving Party may disclose confidential information to its employees, contractors, and agents who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section.

Confidentiality obligations do not apply to information that is publicly available without breach of this Section, was rightfully in the Receiving Party's possession without confidentiality obligation prior to disclosure, was rightfully obtained from a third party without confidentiality obligation, or was independently developed without reference to the Disclosing Party's confidential information.

The Receiving Party may disclose confidential information as required by law, court order, or regulatory process, provided that the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation to seek a protective order or other appropriate relief.

PHI is governed by the BAA, not by this Section 13.

amplifyOMS owns and retains all rights, title, and interest in and to the Service, the Documentation, all software, code, designs, algorithms, processes, and methods underlying the Service, all amplifyOMS trademarks and brand assets, and all improvements, modifications, and derivative works thereof, except for the limited license expressly granted to Customer under Section 5.

Customer owns and retains all rights, title, and interest in and to Customer Data, as set forth in Section 6.

No rights, title, or interest in or to either party's intellectual property are transferred under this Agreement except as expressly granted in writing.

Neither party will use the other party's name, logo, or trademarks for marketing or publicity purposes without the other party's prior written consent, except that amplifyOMS may identify Customer as a customer (by name and logo) on amplifyOMS's customer list, website, and similar marketing materials, subject to Customer's right to opt out of such identification by providing written notice to amplifyOMS at any time.

amplifyOMS warrants that the Service will be provided in a workmanlike manner consistent with general industry standards. Customer's exclusive remedy for a breach of this warranty is, at amplifyOMS's option and expense, to use commercially reasonable efforts to correct the deficiency or, if amplifyOMS is unable to do so within a reasonable period of time, to refund the prorated portion of any prepaid fees corresponding to the affected period.

EXCEPT FOR THE EXPRESS WARRANTY IN THIS SECTION 16, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AMPLIFYOMS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

AMPLIFYOMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT NO SOFTWARE IS PERFECTLY SECURE OR FREE FROM ALL DEFECTS, AND THAT CUSTOMER ASSUMES THE RISKS INHERENT IN USING CLOUD-HOSTED SOFTWARE FOR BUSINESS-CRITICAL OPERATIONS.

EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, AMPLIFYOMS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO AMPLIFYOMS UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOLLOWING ARE EXCLUDED FROM THE LIABILITY CAP IN THE PRECEDING PARAGRAPH: (i) CUSTOMER'S OBLIGATION TO PAY FEES; (ii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18; (iii) EITHER PARTY'S BREACH OF SECTION 13 (CONFIDENTIALITY); (iv) EITHER PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; AND (v) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Customer Indemnification

Customer will defend, indemnify, and hold harmless amplifyOMS and its officers, directors, employees, and agents from any third-party claim arising out of (i) Customer's use of the Service in violation of this Agreement; (ii) Customer Data being unlawful, infringing, or in violation of any third-party right; (iii) Customer's failure to comply with HIPAA, the BAA, or any other applicable law in Customer's role as a Covered Entity; or (iv) Customer's gross negligence or willful misconduct.

amplifyOMS Indemnification

amplifyOMS will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, as provided by amplifyOMS and used by Customer in accordance with this Agreement, infringes a valid United States patent, copyright, or trademark of a third party. amplifyOMS's obligations under this paragraph do not apply to the extent a claim arises from (a) Customer Data; (b) modifications to the Service made by anyone other than amplifyOMS; (c) combination of the Service with third-party products, services, or data not provided by amplifyOMS; or (d) Customer's use of the Service in violation of this Agreement.

If amplifyOMS reasonably determines that the Service may infringe a third party's rights, amplifyOMS may, at its option and expense, (1) modify the Service to be non-infringing while preserving substantially equivalent functionality, (2) procure for Customer the right to continue using the Service, or (3) terminate the affected portion of the subscription and refund the prorated portion of any prepaid fees corresponding to the terminated period.

Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") will promptly notify the indemnifying party (the "Indemnifying Party") of the claim, give the Indemnifying Party sole control of the defense and settlement (provided that the Indemnifying Party will not settle any claim without the Indemnified Party's prior written consent if the settlement requires the Indemnified Party to admit fault or pay any amount), and provide reasonable cooperation in the defense.

Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Mandatory Arbitration

Any dispute, claim, or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute") will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and will take place in Wichita County, Texas, unless the parties agree in writing to a different location. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

CUSTOMER AND AMPLIFYOMS EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THE ENTIRETY OF THIS SECTION 19'S ARBITRATION PROVISIONS WILL BE NULL AND VOID.

Carve-Outs

The mandatory arbitration provision in this Section 19 does not apply to (i) claims for injunctive or equitable relief to protect a party's intellectual property or confidential information; (ii) claims that may be brought in small claims court within the jurisdictional limits of that court; or (iii) any claim that, under applicable law, may not be subject to mandatory arbitration.

Venue for Non-Arbitrable Disputes

For any Dispute not subject to arbitration under this Section 19, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wichita County, Texas.

Force Majeure

Neither party is liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or third-party service provider failures.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be given effect to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Entire Agreement

This Agreement (together with any applicable Order Form, the Privacy Policy, the BAA, and any other documents incorporated by reference) constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

Assignment

Customer may not assign this Agreement, in whole or in part, without amplifyOMS's prior written consent, except that Customer may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that Customer gives amplifyOMS prompt written notice of the assignment. amplifyOMS may assign this Agreement without restriction. Any attempted assignment in violation of this Section is void.

Notices

Notices to amplifyOMS must be sent to legal@amplifyoms.com or to amplifyOMS's mailing address as published on the website. Notices to Customer will be sent to the email address associated with Customer's account or as otherwise specified in the Order Form. Notices are effective on the date of receipt.

Modification

amplifyOMS may modify these Terms from time to time. Material changes will be communicated to Customer with at least 30 days' advance notice through the website, the Service, or email. Customer's continued use of the Service after the effective date of the modification constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer's exclusive remedy is to terminate Customer's subscription as set forth in Section 10.

No Waiver

The failure of either party to require performance of any provision of this Agreement does not constitute a waiver of that provision or of any other provision. A waiver is effective only if in writing and signed by the waiving party.

Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries

This Agreement is for the benefit of the parties only and does not create any rights for any third party.

Headings

Section headings in this Agreement are for convenience only and do not affect the interpretation of the Agreement.

Counterparts

This Agreement (and any Order Form referencing it) may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same agreement.

For questions about these Terms or to provide notices required under this Agreement, contact amplifyOMS, Inc. at legal@amplifyoms.com. A mailing address will be published here at deployment.