Amplience Legal

Effective from 10th September 2025

This Acceptable Use Policy (“Policy”) sets forth the rules and guidelines governing access to and use of the Amplience SaaS Solution (“Service”). By accessing or using the Service, you (“Customer”) agree to comply with this Policy. Any violation of this Policy may result in suspension or termination of access to the Service, in addition to any other remedies available under the Agreement.

Rate Limiting

Customer shall not:

• Use the Service in a manner that results in sustained high-volume API traffic or automated usage that negatively impacts the performance or stability of the Service.

• Exceed rate limits as defined at https://amplience.com/developers/docs/apis/limits (the “Default Rate Limits”), which shall serve as the default rate limits, unless alternative limits are specified in the Order Form or otherwise mutually agreed in writing.

• Employ bots, crawlers, scripts, or automated systems that simulate user interaction to circumvent rate-limiting mechanisms.

• Conduct or facilitate high-volume or coordinated traffic patterns (malicious or otherwise) from a particular network or region without authorisation.

Domain and Channel Restrictions

Customer may only use the Service to deliver content to domains and channels expressly authorised in an accepted Order Form. Specifically, Customer shall not:

• Serve or distribute content generated by the Service to any domain or channel not approved in writing by Amplience.

• Distribute or proxy content from the Service to third-party sites or services without prior written authorisation.

• Use the Service on domains not owned or controlled by Customer or for purposes of resale, unless contractually permitted.

4. Prohibited Content and Data Use

Customer shall not upload, publish, store, or transmit through the Service any content or data that:

• Is not owned by Customer or for which Customer does not have sufficient legal rights or licenses.

• Includes personal data that is not intended for public viewing, unless express, informed consent has been obtained from the data subject.

• Includes special category personal data as defined in Article 9 of Regulation (EU) 2016/679 (GDPR), including but not limited to health data, biometric data, or political opinions.

Contains or is intended to propagate malicious code, viruses, or any other harmful software or logic.

5. Security and Access Control

Customer shall not:

• Conduct or commission any security testing (including but not limited to penetration testing or load testing) of the Service without prior written consent from Amplience.

• Use temporary or disposable email addresses for user accounts or share user credentials among multiple individuals.

• Disclose access credentials or authentication tokens to any third party.

• Impersonate any individual or entity in connection with use of the Service.

6. Usage Scope and Licensing Restrictions

Customer shall not:

• Share, sell, license, rent, lease, or otherwise provide access to the Service or any portion thereof, including components, deliverables, or Provider products, to any third party.

• Develop, create, or distribute derivative works based on the Service, its deliverables, or any associated proprietary or confidential information.

• Modify, tamper with, bypass, or interfere with any part of the Service or its technical infrastructure.

• Grant any third party any security interest, lien, or encumbrance in or over the Service or any portion thereof.

• Share, upload, or store confidential Amplience information or data in third-party procurement, marketplace, or comparison platforms without express written authorisation.

7. Reverse Engineering and Intellectual Property

Customer shall not:

• Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, object code, or underlying structure of the Service or any Amplience product or deliverable, except to the limited extent expressly permitted by applicable law and not waivable by contract.

8. AWS Acceptable Use Policy

Customer must abide by the terms outlined in the AWS Acceptable Use Policy (available at https://aws.amazon.com/aup/).

9. Responsibilities

Customer agrees to:

• Promptly report any actual or suspected security vulnerabilities, data leaks, service misuse, or unauthorised access related to the Service by emailing security@amplience.com or another method explicitly identified by Amplience.

• Not publicly disclose any vulnerability affecting the Service without first providing Amplience with reasonable advance notice and sufficient detail to investigate and mitigate the issue.

• Cooperate in good faith with any investigation conducted by Amplience concerning service misuse, security incidents, or potential violations of this Policy.

• Keep all access credentials secure and confidential, and notify Amplience immediately of any known or suspected unauthorised use of the Service or compromise of access credentials.

• Ensure that its end users, agents, or contractors using the Service are aware of and adhere to this Policy.

10. Enforcement

Amplience reserves the right to limit, restrict, or block access to the Service where a breach of this Policy is identified. Wherever practicable, Amplience will make reasonable efforts to notify the Customer in advance of enforcement actions. However, if continued activity presents a risk to the stability, performance, or security of the Service, Amplience may take immediate action without prior notice, and without liability or financial recourse to the Customer.

Such enforcement measures may include, but are not limited to:

• Applying rate limiting to individual IP addresses, CIDR ranges, or behavioural signatures.

• Triggering CAPTCHA or similar human verification mechanisms.

• Blocking traffic originating from specific ASNs (Autonomous System Numbers).

• Disabling one or more API keys associated with the Customer.

• Applying automated or manual configuration adjustments to reduce the quality, resolution, or payload size of media content including images and videos.

These measures will be employed in a manner proportionate to the threat or policy violation and may be temporary or permanent depending on the circumstances.

11. Reporting Violations

If you become aware of any activity that violates this Acceptable Use Policy, including misuse of the Service, unauthorised access, or suspected security vulnerabilities, you are encouraged to report it promptly.

Violations can be reported by contacting:

• Email: security@amplience.com

• Support Channels: via your account representative or Amplience Support Portal (available at https://support.amplience.com)

Reports should include as much relevant detail as possible, including:

• A description of the violation or suspicious activity

• Date and time of the observed behaviour

• Relevant IP addresses, API keys, or domain names

• Any logs, headers, or payloads (as applicable and permissible)

All reports will be treated confidentially. Amplience may follow up for additional information as necessary and reserves the right to take appropriate action in accordance with this Policy and the governing Agreement.

12. Amendments and Enforcement

Amplience reserves the right to modify this Policy at any time. Continued use of the Service following such modifications constitutes acceptance of the revised terms. Amplience may monitor compliance and may suspend or terminate access to the Service in response to any violation of this Policy.

Introduction

Amplience respects the intellectual property rights of others and expects our users, customers, and partners to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (DMCA), it is our policy to respond promptly to valid notices of claimed infringement that comply with the DMCA, and to take appropriate action to address alleged violations.

Submitting a Takedown Notice

If you are a copyright owner or are authorized to act on behalf of one, and you believe that material made available through our services infringes your copyright, you may submit a written notification to our designated copyright agent. Your notice must include the following:

1. Identification of the copyrighted work you claim has been infringed.

2. Identification of the allegedly infringing content, including its location (such as a URL or other specific reference).

3. Your name, address, telephone number, and email address.

4. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

5. A statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on their behalf.

6. Your physical or electronic signature.

Contact Information for Notices

Copyright Agent (Legal)

Amplience, Inc.

234 Fifth Street,

New York, NY 10001

Email: legal@amplience.com

Counter-Notification

If you believe that content you uploaded or provided was removed in error or as a result of misidentification, you may file a counter-notice. To be effective, a counter-notice must contain:

1. Identification of the material that has been removed or disabled and its location prior to removal.

2. A statement, under penalty of perjury, that you have a good faith belief the content was removed or disabled due to a mistake or misidentification.

3. Your name, address, telephone number, and email address.

4. A statement that you consent to the jurisdiction of the federal court in your district (or, if outside the U.S., in the judicial district where Amplience is located), and that you will accept service of process from the person who filed the original DMCA notice or their agent.

5. Your physical or electronic signature.

Upon receipt of a valid counter-notice, we may restore the removed content unless the original claimant files a legal action seeking a court order to prevent restoration.

Repeat Infringers

In accordance with the DMCA and other applicable laws, Amplience has adopted a policy of terminating, in appropriate circumstances, accounts of users who are found to be repeat infringers.

Reservation of Rights

We reserve the right to remove or disable access to any content alleged to infringe, at our sole discretion, regardless of whether a formal DMCA notice has been received. Nothing in this policy limits our ability to pursue other remedies available to us under law.

General Information about Cookies

A cookie is a small text file that a website saves on your computer or mobile device when you visit the site. It enables the website to remember your actions and preferences (such as login, language, font size and other display preferences) over a period of time, so you do not have to keep re-entering them whenever you come back to the site or browse from one page to another.

Our Use of Cookies

We use a variety of cookies to provide us with visitor information, enable key elements of our website to work and improve your experience. Our policy is to seek your consent on your first visit to our website, giving you details of the cookies we use and what we use them for. We also give you control over the cookies we use, allowing you to choose to switch off specific cookies before using our website. Please select the Cookie Preference Centre button under the title at the top of the page to update your cookie settings.

Your browser will remember your cookie options for subsequent visits to our website. Should these cookies expire or be deleted, we will seek your consent again on your next visit to our website.

Blocking and Deleting Cookies

Amplience cookie management discloses the cookies we use and why we use them. We also give you control to switch off one or more cookies at your discretion. Please note that if you do this you may not be able to use the full functionality of this website. If you want to remove previously stored cookies, you can manually delete the cookies at any time.

For comprehensive information on how to remove cookies on a wide variety of browsers, please visit www.aboutcookies.org

Browser “Do Not Track” Requests

Modern browsers may offer additional privacy settings which may include a “do not track” option. This option when set, allows your browser to send a “do not track” request to the website. Responding websites can choose to implement this request and switch off all tracking cookies by default. Because we seek your consent to use and control cookies, our website policy will not implement “do not track” requests if it is configured on your browser.

Questions?

If you have any questions relating to any aspect of this Cookie Policy, please contact us and we will endeavour to respond promptly.

Effective from 10th September 2025

What does this policy cover

Welcome to Amplience, the online services of Amplience UK Limited and Amplience Inc, trading as Amplience. Our Privacy Policy explains how we collect, use, disclose, and protect information that applies to our website, and your choices about the collection and use of your information. If you do not want your information processed in accordance with this Privacy Policy in general or any part of it, you should not use our website. This policy applies to all visitors and users of this website.

1. The information we collect

We collect the following types of information about you:

a. Information you provide us directly

Information is used for the purposes of marketing, and personal information is used to allow for the delivery of more relevant content and marketing material. We may ask for certain information when you register for participatory events, such as third-party events or tradeshows, or downloading documents or correspond with us (email address, full name, phone number, profession, physical business address).

b. Information we collect from you automatically

We will directly collect analytics data, or use third-party analytics tools, to help us measure traffic and usage trends for our website. These tools collect information sent by your browser or mobile device, including the pages you visit and other information (please see the paragraph on log file information below) that assists us in improving the website. For more information on the analytics cookies, we use and how to opt out of third-party collection of this information, please see our Cookies Policy.

c. Log file information

Log file information is automatically reported by your browser or mobile device each time you access our website. When you use our website, our servers automatically record certain log file information. These server logs may include anonymous information such as your web request, browser type, referring / exit pages and URLs, number of clicks and how you interact with links on the website, domain names, landing pages, pages viewed, and other such information.

d. Location data

Amplience collects information to understand where its users are located for several reasons. It helps Amplience to localise and personalise content and comply with local laws, undertake aggregated analytics. Amplience may collect your precise or approximate location by inferring your location from your IP address.

2. How we use your information

We use the information we collect about you for the purposes set out below:

a. Providing you with a continuously improved website experience

We use the information that you directly give us to provide the delivery of more relevant content and marketing material.

b. For data analytics

We use information about you to help us improve the Amplience website experience, including by monitoring aggregate metrics such as total number of visitors, traffic, and demographic patterns.

c. To communicate with you about our products and services

We use your contact information to get in touch with you and to send communications about our products and services.

d. To promote and drive engagement with Amplience products and services

We use your contact information to get in touch with you about taking part in our surveys or about features and offers relating to our products and services that we think you would be interested in. You can opt-out of these communications as described in section 5, below.

3. Sharing your information

a. How we share your information

We will only pass on information about you as an individual (as opposed to aggregate information) to third parties to enable us to perform services requested by you or with your prior consent. In certain circumstances we may need to disclose information about you if you breach this Privacy Policy. We will only pass on information about you as an individual (as opposed to aggregate information) to third parties overseas to enable us to perform services requested by you.

b. Sharing aggregate data

We may also aggregate or otherwise strip data of all personally identifying characteristics and may share that aggregated such anonymized data with third parties.

4. How we transfer, store and protect your data

Your information collected through our website will be stored and processed in the United States, European Union, United Kingdom, and any other country in which Amplience or its service providers maintain facilities or employ staff or contractors. Amplience transfers information that we collect about you, including personal information, to third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. As a result, we may transfer information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. However, we always take steps to ensure that your information remains protected wherever it is stored and processed in accordance with applicable laws. Where required under applicable laws, you consent to the transfer of information to the European Union, United Kingdom, U.S. or any other country in which Amplience or service providers maintain facilities and the use and disclosure of information about you as described in this Privacy Policy.

5. Your choices about your information

a. Opting out of collection of your information through tracking technologies

Please refer to your mobile device or browser’s technical information for instructions on how to delete and disable cookies, and other tracking/recording tools. Depending on your type of device, it may not be possible to delete or disable tracking mechanisms on your mobile device. Note that disabling cookies and/or other tracking tools prevents Amplience from tracking your browser’s activities in relation to website use. However, doing so may create a less than desirable experience through the disabling of many of the features and functionality available through the website. If you have any questions about opting out of the collection of cookies and other tracking/recording tools, please read our Cookies Policy.

b. Rights in respect of your Information

The laws of some countries grant particular rights in respect of personal information. Individuals in certain countries, including the European Union, United Kingdom, and Brazil have the right to:

• Request access to their information

• Request that we correct inaccuracies in their information

• Request that their information be deleted or that we restrict access to it

• Request a structured electronic version of their information

• Object to our use of their information

Should you wish to make a request in respect of your personal information please contact us at contact@amplience.com. You also have the right to object to our processing of personal data about you in for marketing purposes and we will stop processing data for that purpose.

If we are unable to resolve your request, or if you are concerned about a potential violation, you also have the option to report the issue or make a complaint to the data protection authority in your jurisdiction. Where you have provided your consent to certain processing and no longer want us to use your information for that purpose, you may withdraw your consent to this use, although this will not affect the lawfulness of processing based on consent before its withdrawal.

6. How long we keep your information

We will retain any information we collect on you for a commercially reasonable time, and for as long as we have a valid purpose to do so. We regularly review the data we hold to ensure it is still necessary.

7. Questions

If you have any questions relating to any aspect of this Privacy Policy, please contact us at contact@amplience.com and we will endeavour to respond promptly.

Personal data sub-processors

Content sub-processors

Effective from 10th September 2025

Personal data sub-processors

Third Party Sub-Processor: AWS

Purpose: Cloud Hosting

Third Party Data Contact: https://aws.amazon.com/contact-us/

Processing Location: Ireland, Germany

Third Party Sub-Processor: Auth0

Purpose: Authentication

Third Party Data Contact: https://auth0.com/contact-us

Processing Location: Ireland

Third Party Sub-Processor: Datadog

Purpose: Security, Monitoring and User Analytics

Third Party Data Contact: https://www.datadoghq.com/about/contact/ (or support ticket via help.datadoghq.com)

Processing Location: United States

Third Party Sub-Processor: Orca Security

Purpose: Security

Third Party Data Contact: https://orca.security/about/contact/

Processing Location: EU

Third Party Sub-Processor: Salesforce

Purpose: CRM

Third Party Data Contact: https://www.salesforce.com/eu/company/contact-us/

Processing Location: EU

Third Party Sub-Processor: Freshservice

Purpose: Customer Support

Third Party Data Contact: Freshservice “Contact Us” portal via Freshworks support: support.freshservice.com under “Contact Us”

Processing Location: United States

Third Party Sub-Processor: Hubspot

Purpose: Marketing

Third Party Data Contact: https://www.hubspot.com/company/contact

Processing Location: United States

Third Party Sub-Processor: Allbound

Purpose: Marketing

Third Party Data Contact: https://channelscaler.com/contact/ (info@channelscaler.com)

Processing Location: EU

Third Party Sub-Processor: Gainsight

Purpose: Analytics

Third Party Data Contact: Gainsight support portal: submit a ticket via support.gainsight.com; email: docs@gainsight.com

Processing Location: EU

Third Party Sub-Processor: Lusha

Purpose: Marketing

Third Party Data Contact: https://www.lusha.com or https://www.lusha.com/privacy-center/request-removal/

Processing Location: United States

Content Sub-Processors

Third Party Sub-Processor: Akamai

Purpose: Content Delivery

Third Party Data Contact: Support email: support@akamai.com

Processing Location: Global

Third Party Sub-Processor: Cloudflare

Purpose: Content Delivery, Security

Third Party Data Contact: https://www.cloudflare.com/trust-hub/compliance-resources/

Processing Location: Global

Third Party Sub-Processor: Fastly

Purpose: Content Delivery

Third Party Data Contact: Privacy inquiries: abuse@fastly.com (attention: DPO)

Processing Location: Global

Third Party Sub-Processor: MongoDB Atlas

Purpose: Cloud Database Hosting

Third Party Data Contact: Contact us page: www.mongodb.com/company/contact

Processing Location: Ireland

Third Party Sub-Processor: IBM Datastax AstraDB

Purpose: Cloud Database Hosting

Third Party Data Contact: Contact us page: www.datastax.com/contact-us

Processing Location: Ireland

Third Party Sub-Processor: Algolia

Purpose: Search & Indexing Services

Third Party Data Contact: Privacy contact: privacy@algolia.com

Processing Location: Global

Third Party Sub-Processor: Filestack

Purpose: File Upload Services

Third Party Data Contact: GDPR/DPA requests: privacy@filestack.com

Processing Location: Global

Effective from 10th September 2025

1. DEFINITIONS  

“Data Protection Laws“ means, as applicable to either party or the SaaS Solution: (a) the EU GDPR; (b) the UK GDPR and the UK Data Protection Act 2018; (c) any laws which implement or supplement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.  

“Data Protection Losses” means all liabilities arising directly or indirectly from any breach or alleged breach of any of the Data Protection Laws or of this DPA, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); (b) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority; (c) compensation which is ordered by a court or Supervisory Authority to be paid to a Data Subject; and/or (d) costs of compliance with investigations by a Supervisory Authority. 

“Data Subject” has the meaning given to that term in Data Protection Laws. 

“Personal Data“ means any information relating to an identified or identifiable natural person processed by the Processor on behalf of the Controller.  

“Personal Data Breach“ has the meaning given in the UK GDPR. 

“Processing“ means any operation performed on Personal Data, including collection, recording, organization, structuring, storage, retrieval, consultation, use, disclosure, or erasure. 

“SaaS Agreement” means the agreement entered intobetween the parties for the access and use of the AmplienceSaaS Solution. 

“SaaS Solution” means the internet-accessible software-as-a-service offering hosted by Amplience, its Affiliates or service providers, that has been purchased for Customer’s use under an Order and made available to Customer over a network. 

“SCCs” / “Standard Contractual Clauses’ means the contractual clauses approved by the UK Information Commissioner’s Office (ICO) or adopted from the European Commission’s SCCs, which provide appropriate safeguards for the transfer of personal data to a third country without an adequacy decision under the UK GDPR. 

“Sensitive Data” means personal data that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for identification, health data, or data concerning a person’s sex life or sexual orientation, as defined in Article 9 of the UK GDPR. 

“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws. 

“Third Party Content” means images, text, multimedia, or any other materials owned by the Customer or an entity other than the parties. 

If there is any conflict between this Data Processing Agreement and the SaaS Agreement, the terms of this DPA shall prevail in respect of the Processing of Personal Information. 

2. PROCESSING OF PERSONAL DATA  

2.1 The Customer: (i) agrees that it will comply with its obligations under Data Protection Laws in respect of its Processing of Personal Data and any Processing instructions it issues to Amplience; and (ii) represents and warrants that it has provided all fair processing notices and obtained all consents and rights necessary under Data Protection Laws for Amplienceto Process Personal Data and provide the SaaS Solution pursuant to the SaaS Agreement and this DPA. 

2.2 The Customer acknowledges that under the provision of the SaaS Solution, Ampliencemay republish Third-Party Contentand such republishing may involve the processing of Personal Data. The Customer warrants that: a) such processing has a lawful basis under Article 6 of the UK GDPR, b) Data Subjects have been informed accordingly where required and c) it has appropriate measures in place to ensure compliance with the Data Protection Legislation.  

2.3 To the extent the Customer is not sole Controller of any Personal Data it warrants that it has full authority and authorisation of all relevant Controllers to instruct Amplienceto process the Personal Data in accordance with this DPA. 

2.4 Amplienceshall process Personal Data only on the documented instructions of the Customer and in compliance with the Data Protection Laws and shall not use the Personal Data for any purpose other than as necessary to provide the SaaS Solution.  

2.5 The nature and purpose of processing, the types of Personal Data processed, and categories of data subjects are set out in Schedule 1. The parties agree that no Sensitive Data will be processed under this DPA. 

2.6 Where Personal Data is transferred outside of the UK to a country that does not benefit from an adequacy decision, the parties shall ensure that such transfer is subject to appropriate safeguards under Article 46 of the UK GDPR, including but not limited to: a) the use of Standard Contractual Clauses (SCCs) as approved by the UK ICO or adopted from the European Commission’s SCCs, together with any necessary UK Addendum; b) the execution of the UK International Data Transfer Agreement (IDTA), where applicable; and c) additional technical and organizational measures to ensure the security and lawfulness of the transfer. The Data Controller warrants that any transfer of Personal Data outside the UK complies with all applicable data protection laws and that adequate safeguards are in place. 

3. OBLIGATIONS OF THE PROCESSOR  

3.1 Amplienceshall implement appropriate technical and organizational measures, applicable to the nature of the Processing and in accordance with Amplience’ssecurity standards described in Schedule 2.  

3.2 Amplienceshall ensure that persons authorized to process Personal Data are subject to confidentiality obligations.  

3.3 Amplienceshall at the request of the Customer, and considering the nature of the processing, provide reasonable assistance to the Customer to respond to any requests from Data Subjects in relation to their data subject rights as required under applicable Data Protection Laws. The Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Amplience. 

3.4 Amplienceshall notify the Controller without undue delay upon becoming aware of a Personal Data Breach.  

4. OBLIGATIONS OF THE CONTROLLER 

4.1 The Controller warrants and undertakes that all Personal Data is accurate and up to date and that processing of all Personal Data shall comply in all respects with all Data Protection Laws, including in terms of its collection, use and storage. 

4.2 The Controller warrants and undertakes that fair processing and all other appropriate notices have been provided to the Data Subjects of the Personal Data (and all necessary consents from such Data Subjects obtained and at all times maintained) to the extent required by all Data Protection Laws in connection with all processing activities in respect of the Personal Data that may be undertaken by the Processor and its Sub-Processors in accordance with this DPA. 

4.3 The Controller shall establish and maintain adequate security measures to safeguard the Personal Data in its possession or control (including from unauthorised or unlawful destruction, corruption, processing or disclosure) and maintain complete and accurate backups of all Personal Data provided to Amplience(or anyone acting on its behalf) so as to be able to immediately recover and reconstitute such Personal Data in the event of loss, damage or corruption of such Personal Data by Amplienceor any other person. 

4.4 The Controller ensures that all instructions given by it to Ampliencein respect of Personal Data shall at all times be in accordance with Data Protection Laws and that it is satisfied that the Security Standards detailed in Schedule 2 provide a level of security appropriate to the risk in regard to the Personal Data as required by Data Protection Laws.  

5. SUB-PROCESSORS  

5.1 The Customer authorizes Amplienceto engage sub-processors to Process Customer Personal Data on Customer’s behalf as listed on the Amplience website.  

5.2 The Processor shall ensure that sub-processors comply with obligations equivalent to those set out in this Data Processing Agreement and Ampliencewill remain responsible for its sub-processors under this DPA.  

6. INTELLECTUAL PROPERTY RIGHTS  

6.1 Amplienceacknowledges that all Intellectual Property Rights in any Third-Party Content is and shall remain the property of the Customer or the respective third-party owner (as applicable) and Amplienceshall not acquire any rights in such materials except as necessary to perform its obligations under this DPA. 

6.2 Customer warrants that it has obtained all necessary licenses, consents, and permissions required to republish Third-Party Content and agrees that Amplienceshall not be liable for any claims arising from the Customer’s failure to secure such rights. 

6.3 Customer shall indemnify Amplienceagainst any claims, damages, or expenses arising from: a) the unauthorized use or republishing of Third-Party Content and/or b) any breach of Intellectual Property Rights or data protection obligations. 

6.4 Amplienceshall not be liable for any loss or damage resulting from the Customer’s use of Third-Party Content unless such loss is caused directly by Amplience’snegligence. 

6.5 In the event that a third-party rights holder submits a valid request to remove or restrict access to its content, the Customer shall take reasonable steps to address the request, including but not limited to removing or replacing the disputed content. 

7. AUDITS AND REPORTING 

7.1 Amplienceshall provide to Customer (upon request) a summary copy of its SOC 2 Type II third-party audit report(s) (“Report”) to enable Customer to verify Amplience’scompliance with this DPA, the audit standards against which it has been assessed, and the security measures specified in the Security Standards document attached hereto as Schedule 2.   

7.2 Where the Customer, acting reasonably, believes that the Report does not provide all ofthe information it requires, the Customer may raise specific questions with Amplienceto assist with demonstrating compliance. 

7.3 Notwithstanding the aforementioned, Amplienceshall allow a Supervisory Authority to conduct an audit of Amplience’scompliance with its obligations under this DPA within Amplienceor its subcontractor’s premises (subject to the applicable rights of access) provided that such audit is requested and/or carried out by the Supervisory Authority. 

8. TERM AND TERMINATION  

8.1 This Agreement shall remain in effect as long asAmplienceprocesses Personal Data on behalf of the Customer.  

8.2 Upon termination, the Processor shall, within a reasonable period of timeof not less than thirty (30) days, and at the Controller’s choice, delete or return all Personal Data unless retention is required by law. 

9. GENERAL TERMS  

9.1 This DPA shall be governed by and construed in accordance with the laws of England and Walesand the parties agree to the exclusive jurisdiction of the courts of England.  

9.2 Any claims against Amplienceunder this DPA shall only be brought by the Customer entity that is a party to the DPA. In no event shall this DPA or any party to this DPA restrict or limit the rights of any Data Subject or of any competent Supervisory Authority. 

9.3 If any provision of this DPA is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 

1. Definitions 

In this Agreement the following words and expressions shall have the meanings set out below. Additional terms may be defined in the context of particular provisions of this Agreement: 

“Affiliate” means an entity that controls, is controlled by or shares common control with, Amplienceor the Customer, where the control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%. 

“Agreement” means the above introduction, Recitals and Signatures, these Terms and Conditions, and any exhibits or schedules to this Agreement attached to or otherwise incorporated by reference herein, as well as any Orders arising under or referencing this Agreement. 

“Confidential Information“ means all information which is marked or designated as confidential or should otherwise be considered confidential due to its nature (and includes, without limitation, pricing and discounts, the intellectual property and business practices of each party, each party’s trade secrets, and information received from others that a party is obligated to treat as confidential. Confidential Information does not include information that was (a) previously known to the receiving party without restriction, (b) received by a party from a third party without restriction, (c) independently developed without use of the disclosing party’s Confidential Information, or (d) information that becomes publicly available through no fault of the receiving party.  

“Content Distribution Network“means a geographically distributed network of servers used to deliver digital content (including software, data, media, and other materials) to end users based on their geographic location, network proximity, or other routing factors, for the purpose of improving availability, reliability, and performance. 

“Customer Data” means all electronic data and information submitted by or on behalf of Customer to the SaaS Solution, excluding Usage Data (as defined under Clause 2.5 of these Terms and Conditions). 

“Customer Personal Information” means all Customer Data relating to an identified or identifiable natural person, household, or device. 

“Documentation” means the service descriptions, user guides and release notes regarding the use or operation of the SaaS Solution which are located at: [https://amplience.com/developers/docs/](https://amplience.com/developers/docs/ "Documentation")

“DPA” means the AmplienceData Processing Agreement located here or as otherwise separately agreed and executed by the parties. 

“Force Majeure Event” means events that include, but are not limited to, acts of God, terrorism, fire, explosion, flood or other natural catastrophe, acts, orders, or regulation, strikes or labordifficulties, or acts of terrorism, in each case to the extent not occasioned by the fault or negligence of the delayed Party.   

“Host Data Centre” means the data centre where the SaaS Solution is hosted. 

“Marketplace” means an online e-commerce site operated by a third party that brings sellers and buyers together in one place and which for the purposes of this Agreement is authorised to market the SaaS Solution and/or AmplienceProfessional Services. 

“Order Form” means an Ampliencequotation or a statement of work accepted by the Customer through either: (i) Customer’s signature on the relevant document; or (ii) the issuance of a purchase order or other ordering document which references the quotation or details the SaaS Solution together with agreed pricing.  

“Professional Services” means consulting services provided by Amplienceincluding, but not limited to, implementation services, implementation support, best practices consultations, and integration efforts as further described in, and subject to, Section 3.2 (Professional Services) below. 

“SaaS Solution” means the internet-accessible software-as-a-service offering hosted by Amplience, its Affiliates or service providers, that has been purchased for Customer’s use under an Order and made available to Customer over a network. 

“Statement of Work” / “SOW” (where applicable) means a document describing a mutually agreed Professional Services engagement prepared by Amplience. 

“Subscription Term” means the period of use of the Service as defined in the respective Order Form; 

“Support” means the Ampliencesupport and maintenance services as described in the AmplienceSupport Policy located at [https://support.amplience.com/support/home](https://support.amplience.com/support/home "Support Portal") 

“Term” means the time period from the Effective Date of this Agreement as set forth above until the date this Agreement terminates in accordance with Section 11.  

“Users” means any employees or independent contractors of the Customer or the Customer’s Affiliates that the Customer authorizes to use the SaaS Solution on the Customer’s behalf to support the Customer’s internal business purposes. 

“Visits”means a page request or series of page requests from the same uniquely identified visitor involving up to two-hundred and fifty object requests. A visit may be considered ended when no requests have been recorded during a 30-minute time period or after 12 hours of continuous activity. 

2. Rights to access and use the SaaS Solution  

2.1 Subject to these Terms and Conditions, Amplience grants the Customer a limited (during the Subscription Term), non-transferable (except in accordance with Section 12 Assignment), non-sublicensable and non-exclusive right to access, install, execute and/or use the SaaS Solution which includes the content creation and management tools made available , for the Customer’s own  content creation and management requirements in support of its internal business operations and solely in accordance with the applicable Documentation.  

2.2 The Amplience SaaS Solution is made available to the Customer as a subscription service through a web portal. The Customer is responsible for providing the content, equipment, connectivity, and other infrastructure requirements necessary to access and use the SaaS Solution.   

2.3 The right to access and use the SaaS Solution is measured by: (i) number of Visits; (ii) type of modules; (iii) number of users; (iv) use periods; and/or (v) other basis, as set  forth in the applicable Order Form. The Customer may, under the grant and license to the Customer, permit its affiliates and third-party contractors to access and use  the  SaaS Solution, in a manner consistent with the grant and  license, for the exclusive benefit of the Customer and its Affiliates, and Users with the Customer remaining responsible to Amplience for the acts and omissions of its Affiliates and Users. Nothing in this Agreement or otherwise grants to the Customer access to the Amplience source code.  

2.4 Restrictions. Except as expressly permitted in these Terms and Conditions, Customer and its Affiliate and Users may not themselves or through any third party: (i) resell, rent, lend, sell, sublicense, or otherwise make the SaaS Solution, or any part thereof available to any third party, or use the SaaS Solution to provide service bureau, time-sharing or other services to third parties; (ii) decompile, disassemble, benchmark, reverse engineer or otherwise attempt to derive the source code used or embodied in the SaaS Solution, which for the avoidance of doubt includes the related algorithms, methods, and techniques, except to the extent  expressly authorized by applicable law where such authorization is not  subject to contractual waiver; (iii) use or copy, republish, modify or develop any derivative work or any other software program, based upon all or any part of the SaaS Solution, or any Amplience products or deliverables, or Amplience Confidential Information; (iv) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the SaaS Solution; (v) install an instance of the SaaS Solution in any country that has data residency or data transmission restrictions including, but not limited to, Russia and the People’s Republic of China; (vi) modify, bypass, or interfere with any operational element of the SaaS Solution; (vii) use the SaaS Solution for any purpose other than for the Customer’s own content creation and management requirements as covered by an accepted Order Form; (viii) upload or use on the SaaS Solution (a) content,  information, or data which the Customer doesn’t own or otherwise hold all necessary rights to upload and use; (b) personal data or personally  identifying or identifiable data or information that is not for the viewing by, or publishing to, an unspecified audience and for which the Customer has not  obtained authorisation from the data subject for uploading and use in full  knowledge that it will be published to an unspecified audience; or (c) under  any circumstances, special category personal data (as defined under Article  9 of Regulation (EU) 2016/679); (ix) use the SaaS Solution in a manner that damages, disables, overburdens, or impairs the SaaS Solution or Host Data Centre or Content Distribution Network  including by introducing spyware, ransomware, timebombs, viruses, worms, or other harmful or malicious code or similar files into the SaaS Solution; (x) access or use the SaaS Solution to build a similar or competitive product; or (xi) use the SaaS Solution in connection with any activities or content that (a) infringe or misappropriate the intellectual property or proprietary rights of others; (b) is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that promotes violence, illegal activity or offers or disseminates fraudulent goods, services, schemes, or promotions;  or (c) violates any laws or regulations, including those related to spamming, privacy, data protection, intellectual property, consumer and child  protection, pornography, obscenity or defamation.   

2.5 Amplience may collect, retain, disclose, and use, during and after the Term for purposes of Amplience’s business, usage data that is derived from the operation of the SaaS Solution, including patterns identified through the use of the SaaS Solution and algorithms, log data, and data regarding the performance and availability of the SaaS Solution (“Usage Data”). 

3. Set-Up, Provisioning, and Other Services  

3.1 If indicated in the Order Form, Amplience will set-up and provision the Customer supplied systems to access and use the SaaS Solution in accordance with an agreed Statement of Work (SOW). Fees for such activity will be set forth in the respective Order Form or the SOW and are in addition to the SaaS Solution subscription fees. Any requirements identified during set-up and provisioning that are outside the scope of standard account set-up and provisioning services will be provided under a separate mutually agreed upon SOW covering the additional work. Unless otherwise agreed in a SOW, Amplience’s fees will be billed on a time and materials basis and Amplience’s reasonable expenses in performing the services will be reimbursed at actual cost. 

3.2 The Customer may purchase additional Professional Services pursuant to separate mutually agreed SOWs, which will be subject to these Terms and Conditions. In the event Amplience provides set-up, provisioning, or any other services, Customer receives a nonexclusive and non-transferable limited license to use the deliverables delivered to Customer as a result of the services only in connection with and to the extent of Customer’s right to use the Amplience Software Service, and except for such right to use, Amplience retains all right, title and interest in the deliverables and results of the services, including all intellectual property rights therein.  

3.3 The Customer may terminate any Professional Services order hereunder by giving not less than ten (10) days prior written notice to Amplience; termination shall be effective ten (10) days after Amplience’s receipt of the notice. If the Customer delays the scheduled start of contracted Professional Services, the Customer shall reimburse Amplience for any actual non-refundable costs incurred (including for expenses and contractors) due to the delay. If the Customer terminates Professional Services before the agreed end of a Professional Services engagement as set forth in a SOW, the Customer shall pay Amplience for any Professional Services completed but not yet paid for prior to the termination date, as well as reasonable and actual costs (including for expenses and contractors) incurred by Amplience through the effective date of the termination. 

4. Customer Responsibilities 

4.1 Amplience is providing tools for the creation and management of content only. The Customer retains discretion and responsibility for the results of  the use of the SaaS Solution and is responsible for complying  with applicable laws, regulations, standards, and other legal and  governmental requirements, including, without limitation, with respect to the  rights of content owners and for meeting website and other accessibility  requirements, including WCAG, and Amplience will have no responsibility or liability whatsoever in connection with these. The foregoing will apply  notwithstanding any consulting, support, or other input from Amplience. 

4.2 The Customer shall ensure that it has all necessary rights, permissions, and consents to upload, process, and use any Customer Data within the SaaS Solution and the Customer shall not upload or transmit any Customer Data that infringes the rights of any third party or violates any applicable laws or regulations. 

4.3 The Customer is solely responsible for the accuracy, completeness, quality, and legality of all Customer Data uploaded to the SaaS Solution and Amplience shall have no liability for any errors, omissions, or inaccuracies in the Customer Data. 

4.4 The Customer is responsible for maintaining its own backup copies of all databases and applications and for the Customer Data before uploading it to the SaaS Solution and the Customer acknowledges that Amplience does not provide a data backup or recovery service unless expressly agreed in writing. 

4.5 The Customer shall use the SaaS Solution in compliance with all applicable laws, regulations, and the Amplience acceptable use policy (“AUP”). The Customer shall take appropriate measures to prevent unauthorised access to its account and shall be responsible for any actions taken using its credentials. 

4.6 The Customer personnel, including all necessary subject-matter experts, network access, and other resources required to support delivery of the services must be available and remain consistent during the Order Term.   

4.7 The Customer will be responsible for the management, operation, and security of its own systems. 

4.8  Delay caused by a failure of the Customer to provide necessary resources or timely responses to requests for information or approvals or otherwise caused by a failure of the Customer to meet a material obligation, may impact applicable charges and timescales.    

5. Fees and Payment  

5.1 The Customer will pay the subscription and other fees and charges specified in the accepted Order Form. Unless otherwise stated in the Order Form, invoices will be issued on or around the Effective Date and payment shall be made on or before thirty (30) days from the invoice date. Except as expressly provided otherwise in this Agreement, fees are non-refundable, non-cancellable and not subject to set-off. 

5.2 Fees and charges are quoted and payable in the currency indicated in the Order Form. The fees and charges set forth in the Order Form do not include taxes, duties or similar governmental assessments of any kind, including but not limited to sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “ Taxes“). The Customer is responsible for paying all Taxes associated with the Customer’s receipt and use of the SaaS Solution and any other products and services ordered by the Customer and the payments made hereunder. If a jurisdiction in which the Customer conducts business requires the Customer to deduct or withhold separate taxes from any amount due to Amplience, the Customer must notify Amplience in writing. Amplience will then increase the gross amount of the Amplience invoices so that, after the Customer’s deduction or withholding for taxes, the net amount paid to Amplience will not be less than the amount Amplience would have received without the required deduction or withholding.  

5.3 If any undisputed fees remain unpaid by their due date, Amplience may charge interest at the rate that is the greater of a rate per annum equal to 4% above the Base Lending Rate of the Bank of England, or the maximum legal rate, compounded monthly, on overdue invoices for each month or partial month that invoices remain unpaid after the payment due date. The Customer will also be responsible for all costs associated with collecting the outstanding amounts.  

5.4 In addition to any other rights or remedies it may have under this Agreement or by matter of law, in the event of late payment, Amplience may block the Customer’s use of the  SaaS Solution (with all fees due hereunder continuing to accrue  during the period when use is blocked) and/or suspend any Professional Services work, until all overdue amounts are paid in full.  

5.5 If the Customer purchases a subscription to the SaaS Solution or any Professional Services through Marketplace, the Market place terms and conditions will govern the purchase transaction, and this Agreement will govern the Customer’s use of such SaaS Solution and/or Professional Services. In such case, the Customer’s payment obligations for the SaaS Solution and/or any Professional Services will be as arranged through the Marketplace, and not with Amplience. However, if the Customer fails to pay Marketplace for the SaaS Solution and/or any Professional Services, Amplience retains the right to enforce the Customer’s payment obligations and collect any amounts owed, directly from the Customer.  

6. Warranties and Remedies  

6.1 Amplience warrants that during the Subscription Term the SaaS Solution will  perform materially in accordance with the Documentation. For any breach of this warranty, the Customer’s exclusive remedy and Amplience’s sole liability and option shall be for Amplience to correct the non-conforming SaaS Solution to the extent reasonably necessary to meet the warranty, at no additional charge to the Customer, which may include providing the Customer with a manual work-around or in the event that Amplience is unable to correct the non-conformance after good-faith efforts and within a commercially reasonable timeframe, the Customer shall be entitled to terminate the applicable SaaS Solution subscription and Amplience will refund to the Customer a pro-rata portion of any prepaid fees attributable to the non-conforming SaaS Solution. The SaaS Solution works with the Customer’s internal systems and input and relies on third party internet distribution and computing infrastructures, and for certain services on third party social media sites, Amplience makes no warranty in relation to these.   

6.2 The warranty contained within Clause 6.1 shall not apply to the extent that any non-conformance is caused by the use of the SaaS Solution contrary to the Amplience’s instructions, or where the Customer has failed to perform any of its obligations under this Agreement, or where such claim has arisen as a result of a modification or alteration of the SaaS Solution by any party other than Amplience or Amplience’s duly authorised contractors or partners.  

6.3 To the maximum extent permitted by law, the warranty contained in Clause 6.1 is exclusive and takes the place of all other express or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose. Amplience does not warrant that the operation of the SaaS Solution will be error free or uninterrupted nor does Amplience warrant any non-Amplience application with which the SaaS Solution may interoperate. The limited warranties provided in this Clause 6 are the sole and exclusive warranties provided to the Customer in connection with this Agreement. 

6.4 Each party warrants that it has obtained and complied with all consents, approvals, and license and that it has full power and authority and has (and shall have) undertaken all requisite corporate and other action to approve the signature and performance of this Agreement.  

6.5 Each party further warrants that it is of  sound financial standing and not aware of any circumstances which may  adversely affect that financial standing in the future; and that there are no  actions, suits or proceedings or regulatory investigations pending or  threatened against or affecting it before any court or administrative body or arbitration tribunal that might affect its ability to meet and carry out its  obligations under the Agreement.  

6.6 The SaaS Solution works with the Customer’s internal systems and input and Amplience makes no warranty about these systems and/or content. The SaaS Solution (i)  relies on third party internet, distribution, and computing infrastructures; and  (ii) interfaces with, uses, and incorporates third party software, including  open source software, and third-party products and services, including those selected by the Customer for generation of the Customer content, and Amplience provides no warranty and shall have no liability for such infrastructures,  products and services, or software, except that the availability of such  infrastructures and any software provided by Amplience shall be taken into  account in computing the availability of the SaaS Solution for  purposes of issuing service credits to the Customer.  

7. Confidentiality   

7.1 Both parties undertake to protect any Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information of like nature, and in any event not less than a reasonable degree of care. 

7.2 Each party may disclose the other party’s Confidential Information: a) to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out its obligations under this Agreement and in such case shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this Clause 7; and b) as may be required by law, court order or any governmental or regulatory authority. 

7.3 In the event of actual or threatened breach of this Clause 7, the non-breaching party will have no adequate remedy at law and will be entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages, in addition to other available remedies. At the earlier of the disclosing party’s first request or the expiration or termination of Customer’s subscription to the SaaS Solution for any reason, the receiving party shall return or destroy (and confirm in writing such destruction) all Confidential Information (including all copies, summaries, extracts or other reproductions) of the disclosing party.  

8. Limitation of Liability 

8.1 Nothing in this Agreement shall exclude or limit either party’s liability for a) death or personal injury caused by the negligence of either party, its officers, employees or contractors; b) fraud or fraudulent misrepresentation; c) breach of Confidentiality (Clause 7); d) breach of Intellectual Property Rights (Clause 9); breach of Rights to Access and Use the SaaS Solution (Clause 5); and any other liability which may not be excluded by law. 

8.2 In no event will either party be liable for any loss of profits, loss  of use, business interruption, loss of reputation, loss of data  or content, content corruption, cost of cover, loss of  goodwill, or indirect, special, incidental or consequential  damages of any kind in connection with or arising out of an accepted Order Form, SOW, these Terms and Conditions, or the  furnishing, or the performance or use of any products, materials, or services, whether alleged as a breach of  contract or tortious conduct, including negligence, or  otherwise, even if it has been advised of the possibility of such damages.  

8.3 Subject to Clauses 8.1 and 8.2 above, each party’s  maximum liability for any damages of whether in contract or tort (including negligence) or otherwise and whether in connection with or arising out of this Agreement or any collateral contract will not, exceed in the aggregate an amount equal to one hundred percent (100%) of the fees paid or payable by the Customer to Amplience under the specific Order Form or SOW to which the claim relates, in the twelve month period preceding the event giving rise to the liability or where the claim arises in the first year of the relevant Order Form or SOW, an amount equal to one hundred percent (100%) of the fees payable in the first year of the Order Form or SOW as applicable.  

8.4 The foregoing limitations of liability shall apply even if one or more remedies, exclusive or otherwise, fails of its essential purpose. The parties have taken the foregoing limitations into account in entering this Agreement and intend that they will apply to the extent permitted by law. 

9. Intellectual property rights 

9.1 All intellectual property rights, whether registered or unregistered, evidenced by or embodied in and/or attached/ connected/ related to the SaaS Solution and each part thereof, other Amplience products, the results of any services, and any enhancements, improvements, and other changes thereto, are and shall be owned exclusively by Amplience which includes the analytical methods, templates, content, organization, graphics, design, compilation, technology and other components of the SaaS Solution (including the Amplience web portal and website), and any enhancements, improvements, and other changes thereto.  The license granted to Customer does not include the software source code.   

9.2 The Customer retains all rights in the Customer images, videos, documents, and other content that it uploads and uses with the SaaS Solution. The Customer provides permission and authorisation to Amplience to use this data as required to be able to provide the product and services in the Order Form, and for the purposes of training or enhancement of the product and services. Amplience stores the Customer content only incidental to and in connection with the provision of access to and use of the SaaS Solution.   

10. Indemnification 

10.1 Amplience shall, at its expense, defend or settle any claim or  action brought against the Customer by a third party, alleging that the SaaS Solution, when used within the scope of this Agreement, actually infringes any copyright, trademark, or trade secret of the third party (“Claim”), and shall indemnify the Customer for all damages and costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a written settlement agreement  entered into by Amplience in connection with the Claim. 

10.2 The indemnity at Clause 10.1 is conditional upon the Customer giving prompt written notice to  Amplience of any such Claim of infringement and giving Amplience sole control of the defence and settlement of the Claim, and the Customer may not settle or compromise the Claim, except  with the prior written consent of Amplience. The Customer shall give Amplience such assistance and information as Amplience may reasonably require to settle or oppose the Claim.  

10.3 In the event that a Claim is brought or threatened, or in the reasonable opinion of Amplience is likely to be brought,  Amplience may, at its sole option and expense: (i) procure for the Customer the right to continue use of the SaaS Solution; (ii) modify or replace the SaaS Solution with another service having substantially the same or better capabilities; or if the foregoing options are not reasonably practicable, (iii) terminate this Agreement, or the applicable Order Form require the cessation of use of the SaaS Solution, and repay to the Customer the fees paid by the Customer in advance for use of the SaaS Solution that was not made due to the termination, in which case Amplience  and the Customer will then be released from any further obligation to the other under this Agreement, except for obligations that survive termination.  

10.4 The  foregoing obligations shall not apply to the extent the infringement arises out of or relates to use of the SaaS Solution other than in accordance with the applicable Documentation and this Agreement;  any modification or enhancement of the SaaS Solution not made by Amplience; implementation of the Customer’s written directions; use of the SaaS Solution in combination with any other product, service, or device, if the infringement would have been avoided by the use of the SaaS Solution without the other product, service, or device.  

10.5 The indemnification obligations set forth in this Clause 10state the Customer’s exclusive remedy and the entire liability of Amplience with respect to any claim or action for infringement or misappropriation of third-party intellectual property rights of any kind. 

10.6 The Customer shall, at its expense, defend or settle any claim or action brought against Amplience by a third party, alleging a violation of a User’s or third party’s rights arising from or related to the Customer Data, including the Customer’s provision of the Customer Data to Amplience or Amplience’s use of the Customer Data in connection with the provision of the SaaS Solution in accordance with this Agreement. The Customer will indemnify Amplience for all damages and costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a written settlement agreement signed by the Customer, in connection with any such claims, demands, suits, or proceedings.  

11. Term and Termination  

11.1 Customer’s subscription and license to use the SaaS Solution begins on the subscription commencement date set forth in the accepted Order Form and will continue for the subscription term set forth in the Order Form (“Initial Term”). Thereafter, the term will automatically renew for successive renewal terms for the period set forth in the Order Form (each a “Renewal Term”), unless either party gives written notice to the other that it will not renew the term, at least sixty (60) days before commencement of the next term. The subscription fees for each Renewal Term will automatically increase year-on-year by the greater of five percent or RPI over the fees charged for the preceding twelve-month period. 

11.2 Either party may terminate the Amplience Software Service subscription: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such  period, except that in the case of non-payment, Amplience may terminate in accordance with Section 4 if full payment is not made when due; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for  the benefit of creditors.   

11.3 Within thirty (30) days after the expiration or termination of Customer’s subscription for any reason, Customer shall return or destroy (and certify in writing to such destruction) all Amplience software, documentation, and Confidential Information (including all copies, summaries, extracts or other reproductions) to Amplience. Sections 4, 6, 7.2, 8, 9, 10, and 11 will survive expiration or termination of Customer’s subscription for any reason.  

12. General  

Governing Law Each party agrees to the governing law applicable to this Agreement in accordance with the table set out in Schedule 1, without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts. 

Assignment. Neither these Terms and Conditions nor any rights under these Terms and Conditions and/or any Customer Order Form may be assigned or otherwise transferred by the Customer, in whole or in part. Any assignment or transfer made contrary to the foregoing shall be null and void. 

Independent Contractors. The Customer and Amplience are independent parties. Nothing in this Agreement shall be construed to create a partnership, association, trust, joint venture, agency, or other entity or similar legal relationship between the parties. Neither party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party.  

Rights of Third Parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act. 

Entire Agreement. These Terms and Conditions, together with any accepted Customer Order Forms and or SOWs, contain the entire agreement of the parties and supersede all previous communications, representations, understandings and agreements, oral or written, between the parties with respect to said  subject matter. 

Notices. Any notice required or permitted hereunder or required by law must be in writing and must be delivered in person, sent by first class registered mail, or air mail, as appropriate, or sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address as detailed in Schedule 1.   

Severance. If any  provision of this Agreement is determined by a court of  competent jurisdiction to be invalid or unenforceable, that provision will be deemed severed from the remainder of this Agreement, but all remaining provisions will continue in full force and shall be valid, legal, and enforceable. 

Waiver. The parties agree that no failure by either party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provisions of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver. 

Force Majeure. Neither party will be liable, except as specified in this clause, for any failure to perform, delay in performing or imperfect performance of any obligation under this Agreement, except for failure to pay any undisputed fees that are due and payable, to the extent that such failure, delay or imperfect performance is caused by a Force Majeure Event. If either party is affected by a Force Majeure Event it shall: (i) promptly notify the other party of the nature of the Force Majeure Event, the nature of any actual or anticipated failure, delay or imperfect performance and the anticipated consequence and length of such failure, delay or imperfect performance; (ii) use all reasonable endeavours to mitigate the effects of such failure, delay or prevention on the performance of its obligations under this Agreement; and (iii) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.  

Publicity. The Customer agrees to collaborate with Amplience in good faith to create a case study within the first twelve (12) months of the Effective Date and to participate in a press release regarding its use of the SaaS Solution. Any such case study or press release shall be subject to the Customer’s prior written consent, which shall not be unreasonably withheld or delayed. Amplience may reference the Customer’s name and logo in its marketing materials, including on its website and in presentations, provided that such use is in accordance with any brand guidelines. 

Export Controls. The Customer shall comply with the export laws and regulations of the United States and other applicable jurisdictions in accessing and using the SaaS Solution and any other products and services provided by Amplience. The Customer represents that it is not named on any US government list of persons or entities prohibited from receiving exports, and the Customer shall not permit any party to access or use the SaaS Solution, products, or services in violation of any US export embargo, prohibition or restriction.    

Anti-Bribery. Each party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010. Neither party shall, directly or indirectly, offer, give, solicit, or accept any bribe, inducement, or improper financial or other advantage in connection with this Agreement. Each party shall maintain adequate procedures to prevent bribery and corruption and, upon reasonable request, provide evidence of such procedures to the other party. Any breach of this clause shall be deemed a material breach of this Agreement, entitling the non-breaching party to terminate the Agreement with immediate effect.  

Insurance. Each party shall maintain, at its own expense, appropriate insurance coverage to cover its respective liabilities under this Agreement. Upon request, a party shall provide the other with evidence of such insurance. 

Dispute Resolution. If any dispute arises in connection with this Agreement, the parties shall each nominate a senior representative who shall, within seven (7) days of a written request from one party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not resolved at that meeting, the parties will attempt to settle the dispute by mediation in accordance with the commercial mediation rules of the relevant arbitration association set out in the table in Schedule 1 in effect at the time such mediation is commenced.  To initiate the mediation, a party must give notice in writing (“ADR Notice”) to the other party requesting mediation.  The mediation will start not later than fifteen (15) days after the date of the ADR Notice.  The mediation shall take place in the city set out in Schedule 1 and apply the governing law set forth in Schedule 1 to the mediation. 

Data Protection. The parties agree to comply with the DPA incorporated into this Agreement, including Amplience’s Security Standards set forth therein. In the event of a conflict between the terms of the DPA and this Agreement, the terms of the DPA shall govern. 

Non-Solicitation. Neither party shall, during the term of this Agreement and for a period of twelve (12) months after its termination or expiry, directly or indirectly solicit, entice, or attempt to solicit or entice any employee, consultant, or contractor of the other party with whom they had material contact in connection with this Agreement, to leave their employment or engagement. This restriction shall not apply to general recruitment advertisements or solicitations that are not specifically targeted at the other party’s personnel. 

Variation. These Terms and Conditions and any accepted Customer Order Form may not be amended, except by a writing signed by both parties. 

SCHEDULE 1 

AMPLIENCE NOTICES, GOVERNING LAW AND JURISDICTION 

Definitions

“Outage” means disruption to live production services resulting in content not appearing and experience manager application and API layer unresponsive excluding any Permitted Outage.

“Permitted Outage” means any outage which is caused by: activities Customer directs, denial of service attacks, or any event beyond Amplience’s reasonable control; periods of Scheduled Maintenance or Emergency Maintenance activities which result in an Outage (see later definition); Customer provided content or programming errors; System administration, commands, file transfers performed by Customer representatives; Work performed at Customer request (for example additional technical assistance); and untimely response time from Customer to respond to incidents that require its participation for resolution.

“Scheduled Maintenance” means the period of time where Amplience performs scheduled maintenance, making reasonable commercial efforts to schedule outages for weekends and/or off hours and Emergency Maintenance means maintenance required as a result of conditions beyond Amplience reasonable control which may occur at any time.

“SaaS Solution” means the internet-accessible software-as-a-service offering hosted by Amplience, its Affiliates or service providers, that has been purchased for Customer’s use under an Order and made available to Customer over a network.

“Customer Documentation Portal” means the latest documentation available at https://amplience.com/docs.

“Registered User” means authorized users of Customer permitted to use the SaaS Solution under an active and valid Service Order.

“Response Time” means the target time period for the Amplience Support to respond in person once a Support Ticket has been acknowledged by Amplience.

“Target Resolution Time” means the target time period for the resolution of issues. Amplience will measure the resolution time from the time an incident is logged accompanied by all information necessary to resolve the Support Ticket until the issue is resolved.

“SaaS Solution Service Issue” means the Saas Solution Service availability is less than the Performance Target

“Status Page” means the official status page for Amplience, providing information on health, availability and performance of Amplience services.

“Rounding Standard”“ means the use of ISO 80000-1:2009 Quantities and Units standards, with values rounded to two (2) decimal places.

1. Amplience Support

1.1 Amplience will provide “Support” to Customer as set forth below.

1.2 The Amplience Support Service is available 24 x 7 x 365 days and will be in English language only.

1.3 When Customer has an issue that cannot be solved using any of the resources made available by Amplience such as the Customer Documentation Portal available at https://amplience.com/docs, Customer’s Registered User(s) can log a ticket with Amplience Support via.:

Web: https://support.amplience.com

Email: support@amplience.com

In order to create a ticket (“Support Ticket”) via the Web, Customer’s user will need to have registered at https://support.amplience.com/support/signup.

Before logging a Support Ticket with Amplience Support, Customer must take reasonable steps to determine if the issue relates to the Amplience SaaS Solution by searching the Amplience Customer Documentation Portal for information regarding the issue, reproducing the issue and determining if it occurs consistently, and verifying that the issue is not with third party hardware, software, or other Customer internal systems or configuration.

Once a support ticket is received, the assigned agent will acknowledge the issue, set the priority based on its impact and severity to the SaaS Solution, request any additional information if needed, and work on identifying a fix or workaround to minimise disruption to the Customers operations.

Each Support Ticket will have a ticket number. Multiple tickets from Customer which are to a considerable extent related will be merged.

1.4 Customer Responsibilities

Customer must provide all information necessary to support resolution of the Support Ticket, including a full description of the issue including symptoms, error message(s), steps taken to troubleshoot the issue thus far, log files or other supporting data, and continue to provide necessary information until the issue is resolved.

Customer must provide a point of contact who will be available throughout the duration of the issue.

1.5 Priority level designation.

Amplience Support assign a “Priority Level” that reflects the impact and severity to the SaaS Solution. Where Customer feels that the Priority Level of the Support Ticket should change, this may be requested via the Support Ticket, which will then be escalated to Amplience’s management team for review. So that we can get your issue resolved quickly, Amplience will make the final determination on the Priority Level of a Support Ticket.

Amplience Priority Levels are defined as:

1.6 Response and Resolution times.

Amplience will close Support Tickets when a permanent solution is provided to the Customer, an interim solution or workaround is provided enabling the Customer to operate normally until a more comprehensive solution is provided or a request for more information has been made by Amplience to the Customer but no response has been provided by the Customer in a reasonable time frame.

Amplience Support will respond and aim to resolve Support Tickets based the Support level specified in the Service Order.

1.7 Phone Support

Customers who subscribe to the Premium Service in their Service Order will receive access to 24/7 phone support. A dedicated phone number will be provided for reporting Priority 1 issues. This line is reserved exclusively for critical incidents and will automatically trigger Support Ticket creation and alert the Amplience Support team. A voicemail system will act as a backup when Amplience Support are unavailable. Voicemails will automatically generate a support ticket.

2. Amplience Service Level

2.1 Amplience Service Levels provided to Customer during the term of Service Order based on automated tests:

2.2 Availability Calculation. Availability will be measured by a third-party automated monitoring service performing checks on each delivery Endpoint from a minimum of 5 (five) geo separated locations every 1 (one) minute, and to other Endpoints a minimum of 5 (five) geo separated locations every 10 (ten) minutes. Tests are deemed successful if:

2.3 Availability Percentage Calculation

The target Service Levels are calculated based on the total number of successful Tests by SaaS Solution Service over 90 day rolling period less any Permitted Outages.

2.4. Scheduled Maintenance will be communicated to Customer a minimum of five (5) business days in advance. Amplience will use commercially reasonable efforts to Schedule Maintenance to off-peak hours to minimise disruptions to Customer, and avoid any Scheduled Maintenance to the Content Delivery service that would cause an outage to Customer.

3. Service Credits

3.1 Customers subscribed to the Premium Service are eligible for Service Credits if the Availability target is not met during any rolling 90-day period and the Customer has met all obligations under this Agreement.

3.2 To claim a Service Credit, the Customer must submit notice to support@amplience.com during the Outage or within three working days after it occurs.

3.3 Approved Service Credits will be applied to the Customer’s next invoice. If earned during the final month of the Subscription Term, credits will be applied to any outstanding amounts or refunded if no balance is due.

3.4 Service Credits are the Customer’s sole remedy for failure to meet the Availability target.

3.5 For annual subscription plans, Service Credits are based on one-twelfth of the total annual fee. Credits are calculated using the applicable percentage for the SLA shortfall and applied per qualifying 90-day period. The total credit in any contract year will not exceed 15% of the annual subscription fee for the affected SaaS Solution.

CORE and PRO plans are not eligible for service credits. Studios are currently not eligible for service credits.

(1) Delivery Services include: Content Delivery, Content Delivery Fresh API, Content Delivery GraphQL, Media Delivery.(2) Platform Services include: Content Management, Bulk Media Transfer, Virtual Staging, Documentation, Support.

4. Limitations and Exclusions

To help set clear expectations, this section outlines situations where our support services don’t apply. These exclusions ensure we can provide focused and effective assistance where it matters most.

4.1 Support does not extend to issues caused by customer-developed scripts, integrations, or extensions unless explicitly covered under a professional services agreement.

4.2 Amplience does not guarantee support for browsers, operating systems, or devices not listed in the official compatibility matrix.

4.3 Support is not provided for features designated as beta, experimental, or pre-release.

4.4 Issues related to deprecated, or end-of-life features are excluded from support unless covered by a legacy support agreement.

4.5 Amplience is not liable for data loss resulting from customer error, such as bulk deletions or misconfiguration.

4.6 Support does not include troubleshooting failures or delays caused by external APIs, plugins, or CDN providers.

4.7 Incidents or downtime occurring during previously announced maintenance windows are excluded from SLA commitments.

4.8 General training, onboarding, or platform usage queries are outside the scope of technical support, unless otherwise specified in a Success Plan.

4.9 Support does not include performance tuning or optimisation unless part of a managed service agreement.

This page provides important information about Amplience’s compliance with the EU Digital Services Act (Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services and amending Directive 2000/31/EC). Amplience supports regulations such as the DSA that are designed to prevent illegal and harmful activities online and to foster a safe and trustworthy online environment.

Single Point of Contact

Pursuant to Articles 11 and 12 of the DSA, Amplience has designated dsa-poc@amplience.com as the single point of contact for direct communication regarding the application of the DSA with:

- Users located in the European Union (EU),

- The European Commission,

- EU Member States’ authorities, and

- The European Board for Digital Services.

English is the preferred language for communication with this point of contact.

When contacting us at legal@amplience.com, please include:

- Your full name,

- The name of the EU Member State authority on whose behalf you are contacting us (if applicable), and

- A valid email address for us to reach you.

Reporting Illegal Content

If you are based in the EU and believe that content hosted through Amplience services is illegal in your jurisdiction, you can submit a report to Amplience by emailing legal@amplience.com.

Your report must include the following information:

1. Your first and last name,

2. Your email address,

3. If applicable, the name of your organisation, your role/title, and confirmation that you are authorised to act on behalf of that organisation,

4. The specific URL(s), location(s), and a detailed description of the content you believe to be illegal,

5. A clear explanation summarising the issue, including why you believe the content is illegal, sufficient evidence supporting your allegation, and any other relevant details that would assist in our review,

6. A statement that the information provided and allegations made are accurate and complete.

Once we receive your report, Amplience will review the matter promptly and take appropriate action. We may disclose your report to relevant third parties if necessary for the investigation. You will be notified by email of the outcome of our assessment.

1. Purpose and Objective

Amplience, a global provider of enterprise SaaS solutions, is committed to preventing modern slavery and human trafficking in all aspects of our business and supply chains as we embrace our responsibility to uphold the highest standards of ethical conduct.

2. Scope

This policy applies to all employees, contractors, suppliers, and other business partners of Amplience. It covers all activities and operations conducted by or on behalf of Amplience, ensuring to the best of our ability that modern slavery and human trafficking are not present in any part of our business or supply chains.

3. Policy

Amplience takes its responsibility to prevent modern slavery and human trafficking seriously. We are committed to maintaining high ethical standards and ensuring that our business practices do not contribute to modern slavery in any form.

3.1 Commitment to Ethical Conduct

• Amplience is committed to acting ethically and with integrity in all business dealings and relationships.

• We maintain and enforce effective systems and controls to mitigate the risk of modern slavery taking place anywhere in our business or supply chains.

3.2 Compliance with Legislation

• We comply with all relevant legislation and regulations related to modern slavery and human trafficking, including the UK Modern Slavery Act 2015, the US Trafficking Victims Protection Act, and other applicable laws in the regions where we operate.

3.3 Supplier Due Diligence

• We undertake due diligence when considering new suppliers and regularly review our existing suppliers.

• Our due diligence processes include:

  i. Evaluating the modern slavery and human trafficking risks of each new supplier.

  ii. Conducting regular reviews of key suppliers.

3.4 Risk Assessment and Management

• We identify and assess potential risk areas in our business and supply chains.

• Measures are put in place to mitigate the risk of modern slavery and human trafficking occurring within our operations and supply chains.

3.5 Training and Awareness

• We provide training to our employees to ensure they understand the risks of modern slavery and human trafficking and can recognise signs of potential issues.

• Regular updates and refreshers are provided to keep awareness levels high and to reinforce our commitment to ethical practices.

3.6 Reporting and Monitoring

• We encourage employees and business partners to report any concerns related to modern slavery or human trafficking.

• Reports can be made confidentially and without fear of retaliation.

• We monitor and review our policies and procedures regularly to ensure they remain effective and relevant.

3.7 Continuous Improvement

• We are committed to continually improving our practices to combat modern slavery and human trafficking.

• Feedback from stakeholders is welcomed and used to enhance our policies and procedures.

3.8 Responsibilities

• The Amplience executive team, in partnership with our People and Culture team, is responsible for ensuring this policy is effectively communicated and implemented throughout the organisation.

• Managers are responsible for ensuring their teams understand and comply with this policy.

• All employees, contractors, and business partners are expected to comply with this policy and to report any concerns they may have.

Purpose

Amplience is growing faster than ever. To keep pace for this incredible growth, we have prepared this policy to ensure that all Employees understand their data rights and the ways that Amplience may use their Personal Data.

In addition, for those of you based in the European Economic Area (the “EEA”) and the UK, this policy outlines the basis under which we will process your Personal Data in relation to new privacy laws enacted in Europe, as of May 25, 2018, and specifically, the General Data Protection Regulation (the “GDPR”).

This is a global policy and therefore recognises and complies with the following laws:

• General Data Protection Regulation (EU GDPR 2018)

• UK Data Protection Act (UK DPA 2018)

• Californian Privacy Rights Act (CPRA 2023)

This list will be expanded over time to accommodate further specific laws in line with Amplience office and staff locations.

This policy also outlines your responsibility with respect to third party Personal Data you may have access to as part of your employment with Amplience.

Scope

The scope of this policy includes all individuals working for and on behalf of Amplience, this includes temporary staff and contingent workers, contractors and sub-contractors in all settings and locations.

Amplience’s network infrastructure is deemed to include infrastructure services and hardware provided to Amplience by its service providers and 3rd party suppliers. For avoidance of doubt, this includes the use of customer networks and systems available in support of the delivery of information processing services.

Policy

What is Personal Data?

For purposes of this Privacy Policy, Personal Data includes any information about an identifiable individual. Personal Data also does not include anonymous or non-Personal Data (for example, information that cannot be associated with or tracked back to a specific individual).

What are your responsibilities as an Amplience Employee?

During your employment with Amplience, you will regularly encounter Personal Data from our customers, prospective customers, and service partners. This will include our professional contacts’ names, contact details, job titles, and other information that is necessary for our business operations. As a representative of Amplience, you are expected to help us ensure our responsible processing and handling of personal data. This includes using Personal Data only as needed to provide Amplience’s services to our customers or Amplience service partners (such as payroll, HR, etc) and not sharing the Personal Data with any third party.

Amplience is required to immediately respond to any “Data Subject Access Requests” that we receive. So if you receive an inquiry from a customer, partner, or third party (i) asking what information or Personal Data Amplience holds about that individual, or (ii) requesting that we update or delete that individual’s contact information or Personal Data, please acknowledge receipt letting the individual know that you are passing their request to our Security Team at hr@amplience.com.

Please remember that a data access request does not have to be official or mention data protection law to qualify as a valid request. If you are ever unsure, it is best to check with our HR Team.

What Employee Data Do We Collect?

We collect and maintain different types of Personal Data about our Employees. This includes the Personal Data contained in:

• CVs/Resumes and applications

• References and interview notes

• Letters of offer and acceptance of employment

• Wage and payroll information, including but not limited to social security and national insurance numbers and bank account information

• Benefit information and any forms related to applications for, or changes to, Employee health and welfare benefits

• Beneficiary and emergency contact information

• Access card entry and surveillance footage

• Employee photographs and video footage (for example, in our human resources systems, from company events and security camera footage)

• Personal data also includes information such as your name, home address, telephone number, personal email address, date of birth, Employee identification number, marital status, and any other information necessary for Amplience business purposes, that the Employee or candidate voluntarily discloses during an application for and employment with Amplience.

1.0 Purpose and Objective

Amplience is proud to be an equal opportunity employer. We celebrate diversity and are committed to providing a welcoming and positive work environment which provides safety, opportunity, the freedom to innovate, and the freedom to work in an environment in which all individuals are treated with respect and dignity and are free from all forms of harassment and discrimination. We want to create a place where you belong.

It is Amplience’s policy to comply with all federal, country, state, and local laws pertaining to equal employment opportunity.

2.0 Scope

This policy applies worldwide to all employees, including officers and directors of Amplience, interns, apprentices, contractors, and consultants.

This policy applies to all employment practices within our organization, including but not limited to recruiting, hiring, employment, promotion, compensation, benefits, training, assessment of performance, termination, working conditions, and everything else in between. Making employment decisions based on non-job-related characteristics is against our policies and is unlawful in many countries. Individuals must be treated fairly and equally in all employment related decisions.

Additional policies may exist at the country or location level to comply with their legal requirements. This policy may also be supplemented by or with local policies. This policy should be read in accordance with any relevant local laws. If and to the extent the content of this policy conflicts with applicable mandatory local laws or regulations, the latter shall prevail in that particular jurisdiction.

3.0 Policy

3.1 EEO Policy Statement – Our Commitment to You

Amplience is committed to providing equal employment opportunities to all employees and applicants for employment. All employees, and anyone working for or on behalf of Amplience, share in the responsibility for fulfilling Amplience’s commitment to equal employment opportunity. We do not discriminate on the basis of:

• race, colour, caste, ethnicity, or national origin;

• age;

• religion, religious creed, or belief (including religious dress and grooming practices);

• sex, including pregnancy, childbirth, breastfeeding, reproductive health decisions, or related medical conditions as well as sexual orientation, gender identity or gender expression, gender reassignment;

• nationality, immigration status, citizenship, or ancestry;

• marital status or civil partnership;

• protected military or veteran status;

• physical or mental disability, medical condition, genetic information, or characteristic(s) (including family medical history);

• protected medical leave; or,

• domestic violence victim status; or,

• political affiliation; or,

• or any other basis prohibited under federal, country, state, local law, etc.

3.2 Conduct that May Violate this Policy

A violation of this policy occurs when an individual is either denied employment or is subject to an adverse employment action because of the individual’s actual or perceived protected characteristic or based on their association (such as marriage) with a person with a certain protected characteristic.

Although not an exhaustive list, the following are examples of conduct that could constitute a violation of this policy:

• Denying employment opportunities to an individual or subjecting them to worse employment on the basis of a protected characteristic;

• Indicating a preference for or against individuals with certain protected characteristics in a job advertisement or during the hiring process;

• Harassing an individual on the basis of race, color, religion, sex, national origin, disability, genetic information or age;

• Retaliating against an individual for filing a charge of discrimination, participating in an investigation or opposing discriminatory practices;

• Making employment decisions based on stereotypes or assumptions about the abilities, traits or performance of individuals with certain protected characteristics; and

• Denying employment opportunities to an individual because of their marriage to or association with an individual with a certain protected characteristic.

3.3 Reporting Violations

If you experience or witness behaviour that you feel is discriminatory, we rely on you to report these concerns.

Amplience will not allow any form of retaliation against individuals who make good faith reports of alleged violations of this policy, or who cooperate in the company’s investigation of such reports, even if the reports do not reveal any wrongdoing.

Any individual with a question, concern, or who wish to file a complaint can email HR@amplience.com. Current employees may also file a complaint by following the process as outlined in the Anti-Harassment & Anti-Discrimination Policy.

An investigation of any complaint, information, or knowledge of suspected misconduct under this policy will be prompt and thorough, commenced immediately and completed as soon as possible.

3.4 Compliance and Enforcement

Amplience will take appropriate corrective action(s) up to and including formal discipline and/or termination of contract when an investigation has found that misconduct occurred. Such corrective action(s) may include, but are not limited to, letters of reprimand, suspension, demotion, or termination/separation of employment relationship. Additionally, depending on the nature of the violation, civil or criminal liability/penalties could be imposed on the violator as well as Amplience.