DEFINITIONS

The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa. Service specific definitions are found in the Services Description located at https://explore.Amplify Research.us/en/services-description/.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.

“End User” means a Host or Participant (as defined in the Services Description) who uses the Services. “Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form. “Laws” means all U.S. or non-U.S. national, regional, state, provincial or local laws, statutes, rules, regulations, ordinances, administrative rulings, judgments, decrees, orders, directives, policies, or treaties applicable to Amplify Research provision and Customer’s use of the Services.

“Service Effective Date” means the date an Initial Subscription Term begins as specified in an Order Form. “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form. “Taxes and Fees” and “Taxes or Fees” means all applicable sales, use, environmental or regulatory taxes, VAT, fees, duties (including customs duties), charges, surcharges or assessments levied on the provision of Services to Customer (exclusive of any income tax imposed on Zoom).

“VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by Zoom to Customer.

“Your Data” means information provided to Zoom so that Zoom can fulfill the terms of the Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name and information). You are solely responsible for the accuracy of Your Data, and Zoom has no liability whatsoever for errors and omissions in Your Data.

SERVICES

Amplify Research will provide the Services as described on the Order Form, and standard updates to the Services that are made generally available by Amplify Research during the term. Amplify Research may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. You will maintain the minimum number of subscriptions set forth on the Order Form for the duration of the Initial Subscription Term or then current Renewal Term, as applicable. Any amendment to the number of subscriptions set forth on the Order Form will be effective upon the commencement of Your next Renewal Term.

Beta Services. Any use of beta products or services are governed by separate beta terms and conditions, and Beta usage is excluded from this Agreement. Absent a separate beta agreement signed by the parties, the Beta Program – Terms of Use disclosed at https://explore.zoom.us/en/beta-terms-and-conditions/ apply to Your use of any beta products or services.

USE OF SERVICES AND YOUR RESPONSIBILITIES

You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited. Sharing of Host subscriptions with anyone other than the individual assigned to be a Host is strictly prohibited.

Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party.

Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Zoom and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Amplify Research be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Zoom is not responsible for any Content, Amplify Research may delete any Content, at any time without notice to You, if Amplify Research becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.

Recordings. You are responsible for compliance will all recording laws. The host can choose to record Amplify Research Meetings andAmplify Research Webinars. By using the Services, you are giving Zoom consent to store recordings for any or all Amplify Research meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar.

Prohibited Use. You agree that You will not, and will not permit any End User to: (i) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer or attempt to gain access to any underlying technology of the Services (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc); (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Zoom’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Zoom or other users of Services; (viii) engage in any activity or use the Services or Zoom account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Zoom’s security systems. (ix) use the Services in violation of any Zoom policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations. Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Zoom. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

RESPONSIBILITY FOR END USERS

You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Amplify Research policies. Amplify Research assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Amplify Research at trust@Amplify Research.us. Amplify Research may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Amplify Research be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

AMPLIFY RESEARCH OBLIGATIONS FOR CONTENT

Amplify Research will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. Zoom will notify You if it becomes aware of unauthorized access to Content. Amplify Research will not access, view or process Content except (a) as provided for in this Agreement and in Amplify Research Privacy Statement; (b) as authorized or instructed by You, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. Amplify Research has no other obligations with respect to Content.

ELIGIBILITY

You affirm that You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Your access may be terminated without warning if we believe that You are under the age of 16 or are otherwise ineligible.

INTENDED USE; RESTRICTION ON USE BY CHILDREN

The Services are intended for business use. You may choose to use the Services for other purposes, subject to the terms and limitations of this Agreement. Amplify Research is not intended for use by individuals under the age of 16, unless it is through a School Subscriber (as that term is defined in the Services Description) using Amplify Research for Education (K-12).

CHARGES AND CANCELLATION

You agree that Amplify Research may charge to Your credit card or other payment mechanism selected by You and approved by Amplify Research (“Your Account”) all amounts due and owing for the Services. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You agree that all payment obligations are non-cancelable and all amounts paid are non-refundable during the Initial Subscription Term or then current Renewal Term, as applicable. Amplify Research may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Your next Renewal Term; provided, that Amplify Research shall provide You with reasonable notice of any such fee increase prior to the expiration of the Initial Subscription Term or any Renewal Term. Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Amplify Research reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion. You agree that in the event Amplify Research is unable to collect the fees owed to Amplify Research for the Services through Your Account, Amplify Research may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Amplify Research in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Amplify Research may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

TAXES

Unless stated otherwise, all prices and fees shown by Amplify Research are exclusive of Taxes and regulatory fees, service, service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Where applicable, Taxes and regulatory fees will be charged on the invoices issued by Amplify Research in accordance with local laws and regulations. Amplify Research, in its sole discretion, will calculate the amount of Taxes due. The taxes and regulatory fees charged can be changed without notice.

VAT Invoices. If required by Law, Amplify Research will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to You. You accept that this invoice may be issued electronically.

Tax exemptions. If You are exempt from any Tax or Fee, You will provide Amplify Research with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. Amplify Research reserves the right to review and validate tax exemption documentation. In the event that the tax exemption documentation is not valid, Amplify Research reserves the right to charge applicable taxes to You.

Payment of Taxes and Fees. You will pay to Amplify Research any applicable Taxes and Fees. You are solely responsible for paying any and all Taxes and Fees owing as a result of Amplify Research’s provision of the Services to You. If You are required to pay any Taxes and Fees, You shall pay such amounts with no reduction or offset in amounts payable to Amplify Research hereunder and You will pay and bear such additional amount, as shall be necessary such that Zoom receives the full amount of payment required as if no such reduction or offset were required.

VAT due by the customer. In the event Taxes and Fees are due towards the taxing authorities by You instead of Amplify Research, through the reverse charge or other similar mechanism, You will provide Amplify Research with all appropriate evidence for Amplify Research to demonstrate Your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT laws). Amplify Research reserves the right to review and validate your VAT registration number. In the event that the VAT registration number is not valid, Amplify Research reserves the right to nevertheless charge applicable VAT to You. For the avoidance of doubt, if VAT is due by You to a taxing authority, through the reverse charge or other similar mechanism, You are solely responsible for paying those amounts to the relevant taxing authority such that Amplify Research receives the full amount of payment required.

Tax determination. Tax determination is principally based on the location where the Customer has established its business based on the Customer Data, or for individuals where that individual permanently resides. This will be defined by Amplify Research as Your ‘Sold To’ address. Amplify Research reserves the right to cross reference this location against other available evidence to validate whether Your location is accurate. In the event that Your location is inaccurate, Amplify Research reserves the right to charge You any outstanding Taxes and Fees.

Use and enjoyment. If You purchase Amplify Research Services, and those Services are used and enjoyed by a subsidiary of You in a country that is different to Your location as determined by Section 9(e) of this TOS, You confirm that where required You will treat this as a supply to Your subsidiary. In the event You purchase Services and those Services are used and enjoyed by a branch or individual in a country that is different to Your location as determined by Section 9 (e) of this TOS, You acknowledge that You will inform Amplify Research of the Services that have been allocated and You acknowledge that Zoom reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.