SaaS Service Level Agreement

This agreement represents a Service Level Agreement (“SLA”) between Amplio Learning Technologies Inc. (formerly AmplioSpeech Inc.)(“Amplio”) and Entity for the provision of services required to support use of the Platform. Capitalized terms not defined below have the meanings ascribed to them in the Terms and Conditions or other written agreement between the parties, as applicable (“Agreement”).

1. Service

Amplio shall provide the following support services:

    1. Training materials for Educators and authorized users of Entity on use of the Platform. New users of Amplio Reading (MTA or Esperanza trained Interventionists) will additionally have access to a 1.5 hour self-directed online learning module for training focusing on the digital curriculum structure as well as features and functions of the Platform, such as caseload management, scheduling, data tracking and documentation. 
    2. Technical support during school hours to assist in troubleshooting technical issues with use of the Platform if and when they arise. Support may be provided by email, telephone or via the Platform to any End User.
    3. Assign a District Relations Executive who will lead the implementation project, including:
      1. Coordinating and leading training for all Entity End Users
      2. Coordinate with Entity regarding setting and measuring KPIs (success metrics)
      3. Leading efforts to drive adoption and utilization

2. Platform Service Levels

  • Definitions
    • Actual Monthly Uptime Percentage” = (1-2+3)/1 X 100, where
      1. Excluded Monthly Time” is defined in Section ‎2‎(f) below.
      2. Monthly Uptime Percentage Threshold” means 99.5%
      3. Total Monthly Time” means the total number of minutes in the applicable calendar month.
    • Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Platform was unavailable for use.
    • If, during any month throughout the Term, the Actual Monthly Uptime Percentage falls below the Monthly Uptime Percentage Threshold, then Entity will be eligible to receive a dollar credit equivalent to the amount Entity paid for the last 5% of Student licenses in the applicable calendar month (“Service Credit”), subject to the below.
    • To receive a Service Credit, Entity must submit a written request to Amplio at, within thirty (30) days from the last day of the calendar month in which Entity claims Amplio failed to meet or exceed the Monthly Uptime Percentage Threshold. All submissions must include: (i) “SLA Claim” as the subject of the request; (ii) the dates and times of Unavailable Monthly Time; and (iii) any documentation of the applicable outage.
    • Amplio implements measurement and monitoring tools and procedures to measure and monitor the performance of the Platform against the Monthly Uptime Percentage Threshold. All claims will be verified against Amplio’s measurements, provided that Amplio will adjust the uptime results as necessary to account for any Excluded Monthly Times.
    • Each Service Credit will be applied to future amounts payable by Entity to Amplio for usage of the Platform. No refunds or cash value will be given.
    • Notwithstanding anything to the contrary herein, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Amplio’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, internet access or related problems occurring beyond the point in the network where Amplio maintains access and control over the Platform, and cyber attacks; (ii) results from any actions or inactions of Entity or any third party (except for Amplio’s agents and subcontractors); (iii) results from the Entity’s equipment, software or other technology, add-on services, or third party equipment, software or other technology (except for those within Amplio’s direct control); (iv) occurs during Amplio’s scheduled maintenance (not to be conducted during school hours); (v) occurs during Amplio’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Platform); or (vi) periods of Unavailable Monthly Time that are less than 5 minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
    • With respect to any failure of Amplio to meet the Monthly Uptime Percentage Threshold, this SLA states Amplio’s sole and entire liability to Entity and Entity’s sole remedy.

3. Entity Responsibilities

  • Utilize Administrator tools to (i) onboard End Users, including additional Administrators, Educators and Students needing access to the Amplio Platform via Clever or Classlink; (ii) assign product licenses and (iii) set up caseloads as relevant to End Users. The Amplio Platform user base for Students and Educators is based on existing and up-to-date profiles in Entity’s Clever or Classlink accounts, as applicable. Accordingly, it is Entity’s responsibility to ensure such information is up-to-date, true and accurate (including properly associating End-Users to schools, Students to Educators, Students to Grades, districts and schools to their NCES IDs, etc. and deactivating accounts when End Users no longer require access to or use of the Platform). To avoid doubt, Entity shall not onboard End Users who do not require access to the Amplio Platform and it is the responsibility of Entity’s Administrator to determine the relevant filters (rules) in Clever/ClassLink to enable the onboarding of only those who are eligible End Users; any oversharing may result in additional costs. Amplio will provide Onboarding Support as further described in the Order Form.
  • Make the Platform accessible and meet the technical requirements (such as compatible devices, access to the internet and data services, and certain necessary software as per Amplio’s Minimum System Requirements such that End-Users can reach, access and use the Platform as intended) within its facilities and/or to all End Users. Provide tier 1 technical support for such access and requirements and provide contact details for Entity IT specialist(s) who will be responsible therefore.
  • Ensure all Entity Educators and authorized personnel of Entity undergo training, as necessary, on the relevant curricula and use of the Platform.
    Ensure all Entity Educators are qualified and/or certified and/or authorized by applicable laws and regulations to provide the applicable special education services to Students.
  • Obtain all required End User consents, including without limitation the consent of parents or guardians of Students to receive the treatment (including through the Platform), prior to use of the Platform, and properly and duly store all signed consent forms. Upon demand, Entity shall provide such consents to Amplio to assist with, and demonstrate, compliance. In particular, under the United States’ Children’s Online Privacy Protection Act (COPPA), Amplio relies on Entity, acting as the parent’s agent and on its behalf, to obtain verifiable parental (or legal guardian) consent, regarding the collection of a child’s information (under the age of 13) . For such purpose, Amplio has provided Entity this COPPA Direct Notice including an example of a Consent Form), which Entity shall make available to parents.
  • Assign the main point of contact responsible for the above.