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Audio Enhancement General
TERMS AND CONDITIONS OF USE
Last Updated July 6, 2026
Introduction and Scope
These Terms of Use ("Terms") govern the sale, delivery, and installation of audio, video, safety, and related hardware equipment ("Equipment") by Audio Enhancement, Inc. ("Audio Enhancement," "Company," "we," or "us") to the customer identified in the applicable quote, proposal, or purchase order ("Customer," "You"). These Terms apply to all transactions — including purchases and installations that do not include access to, or use of, any Audio Enhancement software platform, cloud service, or hosted application. If Customer later purchases or activates any Audio Enhancement software or subscription service, that software will be governed by the separate terms of use applicable to it at the time of purchase.
By issuing a purchase order, accepting delivery of Equipment, or permitting installation to proceed, Customer agrees to be bound by these Terms. These Terms, together with the applicable quote, proposal, and bill of materials ("BOM"), constitute the entire agreement between the parties for the Equipment. In the event of a conflict, the signed agreement or proposal controls, followed by the BOM, followed by these Terms.
General Customer Assumptions
All Network Connections/Drops will be provided by Other at equipment locations and connected to a PoE+ switch with sufficient capacity to handle the installed devices. (30 Watts for each MS-XXX Device, 15 Watts for each Camera, 30 Watts for each PoE InfoView Display) unless otherwise contracted.
All necessary power/racking will be provided by customer if it doesn’t already exist in equipment locations.
Where applicable, the network must be programmed and managed by the End User/Owner, to ensure successful functionality of the EPIC, SAFE, VIEWpath, and/or InfoView system.
Installation
Audio Enhancement standard installation rates do not include prevailing/Davis Bacon wages, or the installation of equipment into materials that are made up of Asbestos or Lead, unless explicitly called within the BOM or proposal.
Audio Enhancement provides up to 6’ of non-metallic wire mold for classroom installations at no additional charge.
All other conduit, wire mold styles, parts, boxes, etc. are not included, unless explicitly called out within the BOM or proposal.
Subcontractors
Audio Enhancement reserves the right to utilize certified and authorized sub-contractors for all or part of the scope of work as viable for the installation and commissioning.
Warranty
Audio Enhancement warrants that Equipment sold and installed under this Agreement will be free from defects in materials and workmanship for a period of one (1) year from the date of installation completion (the "Warranty Period"). Installation labor performed by Audio Enhancement is separately warranted to be free from defects in workmanship for a period of ninety (90) days from the date of installation completion.
This warranty does not cover, and Audio Enhancement shall have no obligation with respect to, defects or failures arising from: (a) Customer misuse, neglect, accident, or unauthorized modification or repair; (b) damage caused by Customer's failure to provide adequate power, network infrastructure, or environmental conditions as specified by Audio Enhancement or the applicable manufacturer; (c) normal wear and tear; (d) third-party products, software, or network systems not supplied by Audio Enhancement; or (e) any cause external to the Equipment, including but not limited to power surges, water damage, or physical impact.
To obtain warranty service, Customer must provide written notice to Audio Enhancement describing the defect in reasonable detail within the Warranty Period. Audio Enhancement's sole obligation, and Customer's exclusive remedy, under this warranty shall be, at Audio Enhancement's option, to repair or replace the defective Equipment or re-perform the defective installation work. Audio Enhancement makes no warranty as to any third-party manufacturer's products beyond what that manufacturer separately provides; where applicable, Audio Enhancement will reasonably assist Customer in pursuing a manufacturer warranty claim.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AUDIO ENHANCEMENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE REMEDIES SET FORTH IN THIS SECTION ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY WARRANTY CLAIM.
Payment Terms
Unless otherwise agreed, standard payment terms are Net (30) Days on approved credit. Unless otherwise agreed all product and material will be billed Net (30) days from date of shipment of products from Audio Enhancement. Unless otherwise agreed all labor will be billed Net (30) at the completion of each site visit. Payments are to be made via check or wire. Unless otherwise agreed the customer agrees to pay 1.5% interest per month (18% annum) to Audio Enhancement for any unpaid invoices or monies past due on the quoted terms of sale. Unless otherwise agreed should collection of delinquent account be necessary, the customer agrees to pay legal fees incurred. Certain Audio Enhancement products are available on a subscription, per site or other limited license basis, and may require additional licenses or renewal from time to time. Renewal subscriptions and additional licenses will be subject to the terms and conditions in effect at the time of purchase.
Order Changes after shipment
Changes in the specifications, quantities, schedule, or other aspects of the Equipment that are requested or approved by the customer will result in additional charges that may include product cost, freight/shipping cost, and or restocking fees.
Supply Chain Shortages
The current supply dynamics are complex. Audio Enhancement may substitute products or alter project timelines due to unforeseen supply/demand constraints.
Assignments
Customer may not assign or transfer, by operation of law or otherwise, any of its rights under these terms and conditions, to any third party without Audio Enhancement’s prior written consent. Any attempted assignment or transfer will be considered a violation of the foregoing and will be null and void.
Insurance
Audio Enhancement will maintain, at its own expense, the following insurance coverage as evidenced by insurance certificates provided to the Customer upon request.
Worker’s Compensation and Employer’s Liability Policy: $500,000 coverage per incident/bodily injury
General Commercial Liability Policy: $1,000,000 per incident/$2,000,000 in aggregate
Governing Law
Unless otherwise agreed, all terms and conditions to be governed by the laws of Utah and the venue shall be Salt Lake County, Utah.
Intellectual Property
We own and retain all right, title, and interest in the software associated with any Equipment (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Equipment or associated software or otherwise use our Equipment and associated software in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Equipment and associated software is considered our confidential and proprietary information (collectively “Confidential Information”).
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the products and software platforms and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them.
SAFE Disclaimer
The SAFE System (Signal Alert for Education) is designed to alert you if there is an emergency in the classroom. It does not prevent emergencies. Audio Enhancement is not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by errors or delay in the Customers third party network or equipment. Audio Enhancement is also not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by the Customer’s failure to properly care for, maintain, and/or repair the system, or for any delays in performing any service or maintenance, regardless of the reason(s), or for any resulting consequences. If it is determined that Audio is directly or indirectly responsible for any loss, damage, injury, or other consequence, The Customer agrees the damages shall be limited as set forth in the limitation of liability section of this Agreement.
Indemnification
To the fullest extent permitted by law, You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Products or failure to implement and maintain appropriate administrative, physical, and technical safeguards; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; (d) Your violation of any applicable laws, rules or regulations; (e) any actual or alleged data breach, security incident, or unauthorized access to or disclosure of data to the extent resulting from Your systems, acts, omissions, or failure to comply with this Agreement, applicable law, or industry-standard security practices; or (f) any claim brought against You by a third party relating to a data breach or security incident. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or Your access to any products or software platforms.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR PRODUCTS, SOFTWARE PLATFORMS OR ANY OF THE CONTENT THEREIN, OR YOUR RELIANCE ON THE PRODUCTS OR SOFTWARE PLATFORMS AND ANY CONTENT THEREIN, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE PRODUCTS OR SOFTWARE PLATFORMS AND ANY OF ITS CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
Dispute Resolution
The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) will be resolved exclusively in accordance with the procedures set forth in this Section.
Upon the occurrence of a Dispute, the aggrieved party shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. Upon receipt of such notice, representatives of each party with authority to resolve the Dispute shall meet and confer, whether in person, by telephone, or by videoconference, within fifteen business days of delivery of the notice and shall negotiate in good faith to attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute through good faith negotiation, either Party may escalate the Dispute to mediation before a mutually agreed upon mediator.
Unless otherwise agreed, mediation shall be conducted in Salt Lake County, Utah. The costs of mediation, including the mediator's fees, shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. All statements, offers, negotiations, and proceedings in connection with mediation are confidential and will not be admissible as evidence or disclosed in any subsequent proceeding, except as otherwise required by applicable law. If the Dispute is not resolved through mediation, either Party may pursue litigation in a court of competent jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Salt Lake County, Utah for the resolution of any such Dispute, and each Party waives any objection it may have to the laying of venue or personal jurisdiction in such courts.
Completion of the negotiation and mediation procedures set forth above is a condition precedent to initiating litigation with respect to any Dispute, except that either Party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first exhausting such procedures.
To the fullest extent permitted by applicable law, each party agrees that any claim or dispute arising out of or relating to this Agreement, the Equipment, or the installation services provided hereunder must be brought solely in that party's individual capacity. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other. Each party expressly waives any right to bring or join such an action. This waiver applies regardless of the forum in which the claim is pursued and survives termination or expiration of this Agreement.
Miscellaneous
The communications between You and Company use electronic means, whether You send the Company e-mails, or whether the Company posts notices on its website, software platforms or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect Your statutory rights.
This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, nuclear, mine subsidence, named storms or materials.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Utah without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. In the event that the last e-mail address You provided to Company is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:
Audio Enhancement, Inc.
c/o Casey Jones
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Company is a registered business in Utah, USA.
AE1
TERMS AND CONDITIONS OF USE
Last Updated July 6, 2026
YOUR USE OF AND ACCESS TO OUR SOFTWARE PLATFORM (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SOFTWARE PLATFORM IN ANY MANNER. If You accept or agree to these Terms and Conditions of Use on behalf of a company, educational institution, or other legal entity, You represent and warrant that You have the authority to bind that company, educational institution, or other legal entity to these Terms and Conditions of Use and, in such event, “You,” “Your,” and “Customer” will refer and apply to that company, educational institution, or other legal entity in addition to You.
Introduction
This Software Platform is intended to support the Company’s services and products specifically purchased by the school/school district. The purpose of this Terms and Conditions of Use Agreement (“Terms of Use” or “Agreement”) is to set forth the terms and conditions under which Audio Enhancement, Inc. and/or its affiliated companies (collectively, “Company”, “we”, “us” or “our”), make our AE1 Software Platform (“Software Platform”) available to You and the conditions under which You may have access to and use such Software Platform. These terms apply to products and modules that utilize the AE1 platform, including the on-premise AE1 gateway, appliance or Audio Enhancement endpoint devices as well as the EPIC and SAFE system products.
AE1 is the successor to the Audio Enhancement PLUS K12 platform. References to “Audio Enhancement PLUS K12,” “AE PLUS K12,” or “PLUS K12” in any quote, purchase order, or agreement between You and Company are deemed references to AE1.
Please read these Terms of Use carefully before using our Software Platform.
By accessing or using the Software Platform in any way or taking any other action to signify Your acceptance of these Terms of Use, You: (1) agree to be bound by these Terms of Use and any future amendments and additions to these Terms of Use as published from time to time by the Company; and (2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Company. These Terms of Use include the provisions in this document, as well as those in the Company Privacy Policy, which can be found at https://audioenhancement.com/privacy/. Any documents, manuals, videos, and any other supporting software or materials provided to manage the Software Platform are also subject to these Terms of Use. Company periodically releases software updates to address security, stability and other features of the Software Platform. Such updates are subject to these Terms of Use. You agree to maintain security and application updates by using the updates that are released and made available to the public.
Your use of, and participation in the use of the Software Platform may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the Software Platform. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Software Platform. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Company may modify these Terms of Use at any time from time to time without prior notice and such modification shall be effective: (1) for new Users who first use the Software Platform, upon first use of the Software Platform; or (2) for existing Users, upon the earlier of (a) thirty (30) days after posting by the Company on its website, or (b) email notice to the User. If You do not agree to the modification, Your only recourse is to cease using the Software Platform and to contact the Company immediately.
Where You (the school, district, or institution) and Company have executed a separate written agreement — including a Master Services Agreement, purchase order with negotiated terms, Data Privacy Agreement (DPA), or state-required student data privacy addendum — the conflicting terms of that written agreement will control over these Terms of Use with respect to the subject matter addressed in that agreement.
See our current Privacy Policy for information and notices regarding our collection and use of personal information, found at https://audioenhancement.com/privacy/.
Use of Software Platform and Content
Use of the Software Platform is granted only by maintaining an active license to use the Software Platform. Any violation of the Terms of Use or failure to maintain an active license may result in loss of use of the Software Platform. The Software Platform is designed to be used specifically in schools. The Software Platform facilitates use of other products and services provided by the Company. The Software Platform receives System Health Data from school systems — information about the health, status, and performance of Audio Enhancement equipment and software, such as equipment status and version (see “System Health Data” defined below). The Company cannot guarantee that any of this information is received by the Software Platform and furthermore does not guarantee that any data of this nature is actively monitored or reviewed. The Company is not responsible for the uptime and availability of equipment operating at the schools or for the ongoing maintenance and patching or updating of any equipment. Data protection such as backups are not provided in the Software Platform. You must perform the ongoing monitoring, maintenance and disaster recovery responsibilities for products you purchased from the Company that may connect to the Software Platform.
In order to access certain features of the Software Platform, You may be required to register an Account (as defined below) and become a Registered User. For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account. When registering an account for the Software Platform (“Account”), You agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that You are not barred from using the Software Platform under any applicable law and that You will be responsible for all activities that occur under Your Account. You may authorize a third party to access or use our Software Platform on Your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under Your user ID or password. Additionally, You are responsible to secure Your system and restrict access to the Software Platform as appropriate to ensure unauthorized users do not gain system access by means of insecure accounts, accounts which have been left from former employees, or other acts of negligence. You agree to immediately notify us of any unauthorized use of Your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of Your account. You acknowledge and agree that You have no ownership or other property interest in Your Account and that all rights in and to Your Account are owned by and inure to the benefit of Company. It is Your responsibility to secure Your network, the Software Platform and endpoint network devises using all appropriate physical and digital controls to do so.
Except as otherwise indicated, our Software Platform and all rights thereto, are the property of Company and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. All related graphics, logos, service marks and trade names used on or in connection with the Software Platform are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Software Platform are the property of their respective owners. Subject to these Terms of Use, Company grants You a limited license to install and use the Software Platform solely for the purpose of using within your facilities and related educational and administrative purposes. Any future release, update, or other addition to the Software Platform shall be subject to these Terms of Use. Due to the nature of the Software Platform, Company reserves the right to introduce or modify pricing when introducing any future versions or features or upon the expiration of any existing pricing agreement term. Company, its suppliers, and its service providers reserve all rights not granted in these Terms of Use.
Beta and Preview Features. Company may, from time to time, designate certain features as “beta,” “preview,” “early access,” or similar. Such features are provided “as-is”, may be unstable, and may be modified or discontinued at any time. They are excluded from any service-level commitments and from any warranties under these Terms.
Privacy & Data Protection
The AE1 Platform is designed to operate in compliance with applicable educational privacy laws, including but not limited to FERPA (Family Educational Rights and Privacy Act), COPPA (Children’s Online Privacy Protection Act), PPRA (Protection of Pupil Rights Amendment), and applicable state student-data-privacy laws.
Audio Enhancement does not sell student data or use it for advertising. Any student data processed or stored is solely to provide the Service, at the school's direction and under its control, and is not disclosed except as permitted by FERPA. Company does not sell or share any District or Student PII Data; does not use District or Student Data for targeted or behavioral advertising; does not use Student Data to build a personal profile of a student; and does not use District or Student Data to train generative AI models or to improve third-party services unless expressly authorized in writing by the school.
School Official Designation. Where Company processes Student Data on behalf of a school or school district Customer, the Customer designate Company as a “school official” under FERPA, performing institutional services and functions for which the school would otherwise use employees. Company will use Student Data only as authorized by the Customer and these Terms, will not re-disclose Student Data except as permitted by FERPA, and will be subject to the school’s direct control with respect to the use and maintenance of Student Data.
Subprocessors. A current list of subprocessors supporting any cloud-hosted components is available upon request to support@audioenhancement.com. Company requires subprocessors to provide at least the level of data protection committed to in these Terms.
Security Incident Notification. Company will notify affected schools without undue delay, and in any event within seventy-two (72) hours, of becoming aware of an unauthorized acquisition, access, use, or disclosure of Customer Data within Company-hosted systems. The parties will reasonably cooperate to comply with breach-notification obligations under applicable law.
Data Return and Deletion. Upon termination or expiration and on the school’s written request, Company will return or delete Customer Data held in Company-hosted systems within ninety (90) days, except where retention is required by law or for backup retention cycles. Aggregated and de-identified data may be retained. Data residing solely on school-owned, on-premises equipment remains in the school’s possession and control.
DPA Precedence. To the extent a Data Privacy Agreement executed between the school and Company conflicts with these Terms with respect to data handling, the DPA controls.
Full privacy policy is available at https://audioenhancement.com/privacy
System Health Data
“System Health Data” means telemetry and diagnostic information about the health, status, and performance of Audio Enhancement equipment and software deployed in Your environment — such as device and equipment status, firmware and software versions, connectivity and signal quality, battery levels, error and diagnostic logs, and uptime and usage metrics — transmitted to the Software Platform. System Health Data does not include student data, classroom audio or video content, or any personally identifiable or other personal information.
By using the Software Platform or connecting Audio Enhancement equipment to Your network, You agree that Audio Enhancement equipment and software deployed in Your environment transmit System Health Data to the Software Platform. Audio Enhancement may have access to customer system health and usage data. Company: (a) will not sell System Health Data or share it with any third party (other than the subprocessors necessary to host and operate the Software Platform); (b) will use System Health Data solely to operate, maintain, support, secure, and improve the Company’s products and services; (c) will not include student data or any personally identifiable or other personal information in System Health Data; and (d) will make the System Health Data relating to Your systems available to You within the Software Platform.
You may disable the transmission of System Health Data at any time by implementing network-level blocks in Your own environment (for example, firewall rules restricting outbound connections from Audio Enhancement equipment). Disabling transmission is not a breach of this Agreement; however, You acknowledge that doing so may limit your features in the platform including monitoring, and alerting, remote diagnostics, firmware and software updates, and expedited support for the affected systems. While the platform provides tools and data for Customer to monitor and alert on system health, Audio Enhancement personnel do not actively monitor customer systems unless entered into a separate agreement. Customers have no expectation of Audio Enhancement proactively monitoring, contacting you, or taking any other intervention based on system health data.
Restrictions on Use of the Software Platform
Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties our Software Platform or any of its content for any purpose. Systematic retrieval of data from any of our Software Platform or the content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included in our Software Platform and any content therein. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages, including punitive damages. Finally, You are strictly prohibited from accessing and/or using the Software Platform or any of its content to develop, or have a third party develop, a product or service that is similar or competitive to the Software Platform.
The Customer represents and warrants that it owns or otherwise has the necessary rights to any materials, files, videos, images, information, rubrics, frameworks, checklists, data, or other content provided by the Customer under these terms and conditions, and none of the foregoing will infringe, misappropriate, or otherwise violate any rights of any third party or applicable law. The Customer acknowledges that any software and/or software as a service provided in connection with these terms and conditions, is subject to the terms of use and privacy policies of the respective software.
School District Maintenance and Responsibilities
Audio Enhancement implements industry standard security measures in the development and implementation of the Software Platform and products. Due to components of the system residing on customer premises, the operation within the school district environment, and school district ownership of ongoing system management, the obligation to manage and secure the system and its connected infrastructure rests with the school district. The district must undertake the following minimum responsibilities:
- System Updates: Ensure all relevant systems, applications, and devices are regularly updated with current security patches.
- Isolation from Other District Systems and Data: systems should not be able to be used as an entry point to other district systems or data. School districts are responsible to secure their network and ensure that any breach of an system would not lead to further network breaches of other district systems. District shall implement physical and network security controls to restrict access to only necessary personnel for operation and maintenance of systems, restricting access from less secure district public, staff or student networks or the public network.
- Password and Access Controls: Enforce and routinely review robust password policies and user permissions, granting access only when necessary and disabling outdated users. Review authorized users and utilize Single Sign On to leverage existing district security and access policies.
- Firewall and Security Best Practices: Implement and maintain stringent firewall configurations. Employ intrusion detection systems, botnet filtering, geo-filtering, and other advanced security mechanisms to identify and prevent unauthorized or suspicious access.
- If integrating a 3rd party system with system’s API requires external network access, restrict the firewall and network access only to the specific port required for communication and restrict the traffic to only allow the known, trusted addresses required for integration.
- Continuous Monitoring: Continuously monitor network activity for anomalies and respond swiftly to potential threats.
It is against Company’s terms and conditions of use to expose on-premise system components on the public internet outside of AE1 Software Platform due to the inherent and unmitigable risks involved. School districts shall implement network security controls to prevent unauthorized access via internet or from public district-managed networks. District may evaluate trusted networks or other more secure alternatives, such as Virtual Private Network (VPN), to provide access. Company has no knowledge or control of these configurations and responsibility lies solely on district to implement appropriate network security controls. If direct public internet access is implemented to on-premise components outside of the AE1 Software Platform, the school district must acknowledge and accept sole responsibility for the security posture and consequences resulting from this configuration.
Company Maintenance Role and Limitations
Company implements industry standard security measures within the Software Platform and related products including but not limited to: publishing updates, role-based access control, encryption, required authorization to access/modify any sensitive data, and rate limiting to mitigate unwanted traffic from brute force attackers. Company performs 3rd party audits, reviews and remediates vulnerabilities and releases updates regularly and provides district controls for automatic security updates. Company recommends isolating on-premise system components from other district systems and data to limit any potential exposure. Once the system is configured and turned over to the district Company no longer retains control over access to the system, data on who is logging in or attempting to access the system, whether or not the district is removing/disabling users, and whether or not the district is performing regular security updates to avoid any vulnerabilities. Company and the Software Platform has no control or influence of the configurations leading to undesired network access, including public internet access outside of the AE1 Platform; only a school district’s network systems can be configured to allow this type of access. This configuration is against Company’s terms and conditions of use. It cannot guarantee the prevention of malicious or unauthorized access. Furthermore, Company disclaims liability for any security incident, breach, or loss arising due to network or other exposure resulting from lack of proper controls including but not limited to user lifecycle management, system patching, or other physical and network security controls.
Intellectual Property
We own and retain all right, title, and interest in and our Software Platform (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Software Platform or otherwise use our Software Platform in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Software Platform is considered our confidential and proprietary information (collectively “Confidential Information”).
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Software Platform and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them.
SAFE Disclaimer
The SAFE System (Signal Alert for Education) is designed to alert you if there is an emergency in the classroom. It does not prevent emergencies. Audio Enhancement is not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by errors or delay in the Customers third party network or equipment. Audio Enhancement is also not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by the Customer’s failure to properly care for, maintain, and/or repair the system, or for any delays in performing any service or maintenance, regardless of the reason(s), or for any resulting consequences. If it is determined that Audio is directly or indirectly responsible for any loss, damage, injury, or other consequence, The Customer agrees the damages shall be limited as set forth in the limitation of liability section of this Agreement.
General Prohibitions
Your use of the Software Platform is further subject to the following additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise use our Software Platform or interact with our Software Platform in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of Your account or anyone else’s (such as allowing someone else to log in to our Software Platform as You);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on our Software Platform or any processes that run or are activated while You are not logged into our Software Platform or that otherwise interfere with the proper working of our Software Platform (including by placing an unreasonable load on our Software Platform’s infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Software Platform or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Software Platform.
Additionally, you agree to not use the Software Platform for illegal or harmful activities, including but not limited to undue panic caused by false alerts or for any other reason other than its intended purpose.
A violation of any of the foregoing is grounds for immediate termination of Your right to use or access our Software Platform.
Digital Millennium Copyright Act Notice
If You believe that Your intellectual property rights have been violated by our Software Platform, please contact our copyright agent as follows:
Audio Enhancement, Inc.
c/o Strong & Hanni, PC
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
and provide the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon;
- Identification of or a representative list of the work You believe has been infringed upon;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate said material;
- Information reasonably sufficient to permit us to contact You;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon.
Indemnification
To the fullest extent permitted by applicable law, You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Software Platform; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; or (d) Your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of this Agreement or Your access to the Software Platform.
Disclaimer of Warranty
YOUR USE OF OUR SOFTWARE PLATFORM AND ANY OF THE CONTENT THEREIN IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SOFTWARE PLATFORM AND ANY OF THE CONTENT THEREIN. OUR SOFTWARE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SOFTWARE PLATFORM OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SOFTWARE PLATFORM OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN OR ANY OF THE INFORMATION, PRODUCTS OR SOFTWARE PLATFORM PROVIDED THROUGH THE SOFTWARE PLATFORM OR CONTENT THEREIN. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.
THE SOFTWARE PLATFORM IS NOT CLASSIFIED AS A LIFE SAFETY SYSTEM FOR FIRE OR OTHER EMERGENCY AND/OR DISASTER EVENTS OF ANY KIND.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN, OR YOUR RELIANCE ON THE SOFTWARE PLATFORM AND ANY CONTENT THEREIN, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SOFTWARE PLATFORM AND ANY OF ITS CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. NO ACTIONS ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENTS THAT GAVE RISE TO THE CAUSES OF ACTION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
Accessibility
Company is committed to making the Software Platform accessible in conformance with the Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act, Section 508, and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, where reasonably feasible. Accessibility concerns or requests for accommodations should be sent to support@audioenhancement.com.
Termination
At its sole discretion, Company may modify or discontinue the Software Platform, or may modify, suspend, or terminate Your access to the Software Platform, for any reason, with or without notice to You and without liability to You or any third party where these Terms are violated, payment obligations are unmet, or the Software Platform is misused by You. Company will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to You if we have suspended or terminated Your permission to use the Software Platform. In addition to suspending or terminating Your access to the Software Platform, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after Your right to use the Software Platform is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to Company for any purchases will remain due.
Dispute Resolution
The parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) will be resolved exclusively in accordance with the procedures set forth in this Section.
Upon the occurrence of a Dispute, the aggrieved party shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. Upon receipt of such notice, representatives of each party with authority to resolve the Dispute shall meet and confer, whether in person, by telephone, or by videoconference, within fifteen business days of delivery of the notice and shall negotiate in good faith to attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute through good faith negotiation, either Party may escalate the Dispute to mediation before a mutually agreed upon mediator.
Unless otherwise agreed, mediation shall be conducted in Salt Lake County, Utah. The costs of mediation, including the mediator's fees, shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. All statements, offers, negotiations, and proceedings in connection with mediation are confidential and will not be admissible as evidence or disclosed in any subsequent proceeding, except as otherwise required by applicable law. If the Dispute is not resolved through mediation, either Party may pursue litigation in a court of competent jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Salt Lake County, Utah for the resolution of any such Dispute, and each Party waives any objection it may have to the venue or personal jurisdiction in such courts.
Completion of the negotiation and mediation procedures set forth above is a condition precedent to initiating litigation with respect to any Dispute, except that either Party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first exhausting such procedures.
To the fullest extent permitted by applicable law, each party agrees that any claim or dispute arising out of or relating to this Agreement or the Software Platform must be brought solely in that party's individual capacity. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other. Each party expressly waives any right to bring or join such an action. This waiver applies regardless of the forum in which the claim is pursued and survives termination or expiration of this Agreement.
Miscellaneous
The communications between You and Company use electronic means, whether You send the Company e-mails, or whether the Company posts notices on the Software Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect Your statutory rights.
This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, nuclear, mine subsidence, named storms or materials.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Utah without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. In the event that the last e-mail address You provided to Company is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:
Audio Enhancement, Inc.
c/o Casey Jones
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Company is a registered business in Utah, USA.
EPIC SYSTEM
TERMS AND CONDITIONS OF USE
Last Updated July 6, 2026
YOUR USE OF AND ACCESS TO OUR SOFTWARE PLATFORM (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SOFTWARE PLATFORM IN ANY MANNER. If You accept or agree to these Terms and Conditions of Use on behalf of a company, educational institution, or other legal entity, You represent and warrant that You have the authority to bind that company, educational institution, or other legal entity to these Terms and Conditions of Use and, in such event, “You,” “Your,” and “Customer” will refer and apply to that company, educational institution, or other legal entity in addition to You.
Introduction
This Software Platform is intended to serve a single school to provide services specifically purchased by the school. The purpose of this Terms and Conditions of Use Agreement (“Terms of Use”) is to set forth the terms and conditions under which Audio Enhancement, Inc. and/or its affiliated companies (collectively, “Company”, “we”, “us” or “our”), make our EPIC System Software Platform (“Software Platform”) available to schools and the conditions under which such schools may have access to and use such Software Platform. These Terms apply to the EPIC System and the superseding AE1 on-premise Gateway or Appliance, these products names are to be considered interchangeable for the purposes of these Terms.
Please read these Terms of Use carefully before using our Software Platform.
By accessing or using the Software Platform in any way or taking any other action to signify Your acceptance of these Terms of Use, You: (1) agree to be bound by these Terms of Use and any future amendments and additions to these Terms of Use as published from time to time by the Company; and (2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Company. These Terms of Use include the provisions in this document, as well as those in the Company Privacy Policy, which can be found at https://audioenhancement.com/privacy/. Any documents, manuals, videos, and any other supporting software or materials provided to manage the Software Platform are also subject to these Terms of Use. Company periodically releases software updates to address security, stability and other features of the Software Platform. Such updates are subject to these Terms of Use. You agree to maintain security and application updates by using the updates that are released and made available to the public.
Your use of, and participation in the use of the Software Platform may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the Software Platform. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Software Platform. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Company may modify these Terms of Use from time to time. Material changes will be effective: (1) for new Users, upon first use of the Software Platform; and (2) for existing Users, upon the earlier of (a) thirty (30) days after posting on the Company’s website and (b) email notice to the District Administrator of record. If You do not agree to the modification, Your only recourse is to cease using the Software Platform and to contact the Company immediately.
Where You (the school, district, or institution) and Company have executed a separate written agreement — including a Master Services Agreement, purchase order with negotiated terms, Data Privacy Agreement (DPA), or state-required student data privacy addendum — the conflicting terms of that written agreement will control over these Terms of Use with respect to the subject matter addressed in that agreement.
See our current Privacy Policy for information and notices regarding our collection and use of personal information, found at https://audioenhancement.com/privacy/.
Definitions
“Customer” means the school, school district, educational institution, or other organization that has procured the EPIC System.
“District Administrator” means an individual designated by Customer with administrative privileges over the Software Platform.
“Student Data” means personally identifiable information from education records as defined under the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g) and applicable state student-data-privacy laws, including classroom audio and video captured by EPIC System hardware that identifies a student.
“System Health Data” means telemetry and diagnostic information about the health, status, and performance of EPIC System hardware and software deployed in Your environment — such as device and equipment status, firmware and software versions, connectivity and signal quality, battery levels, error and diagnostic logs, and uptime and usage metrics — transmitted to Company’s AE1 platform. System Health Data does not include Student Data, classroom audio or video content, or any personally identifiable or other personal information.
Use of Software Platform and Content
The Software Platform is designed to be used specifically in schools. Video, sound and image files may be uploaded into the system manually or inadvertently by use of classroom cameras. Company cannot monitor or restrict the uploads to validate the ownership of assets. Company cannot monitor camera use or restrict who gains access to cameras, particularly when connected to third-party systems. Company cannot guarantee 911 emergency functionality. The Software Platform relies on an integration with the user’s phone system and cannot guarantee the service availability or uptime of this connection, even if the user desires to use the Software Platform for automated 911 emergency phone calls.
EPIC System has built-in monitoring and notification tools to enable customers to effectively manage their systems and proactively address issues that could result in system degradation. These tools are intended for use by customers to notify their own staff as the owner of that system and must not be directed to Audio Enhancement. Audio Enhancement does not monitor or act on these notifications and is not liable for any damages resulting from notification system issues or unmonitored notifications.
EPIC System has hardware and software integration interfaces for interoperability to other systems. EPIC System can use Common Alerting Protocol (CAP) to activate alerts in third party platforms by sending a CAP compliant message to a system when an event is activated in EPIC. EPIC System is able to subscribe to CAP feeds or receive CAP compliant messages from third party systems to activate events within EPIC. While CAP is a standard messaging format, Audio Enhancement cannot guarantee any off the shelf third party systems or their specific interoperability with EPIC System. Any integrations utilizing hardware or software integrations including CAP or EPIC System's API are not promised to function with any third-party system unless explicitly written into a separate scope of work. Company does not guarantee any integration with third-party systems for receiving or distributing alert or event related messaging.
In order to access certain features of the Software Platform, You may be required to register an Account (as defined below) and become a Registered User. For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account. When registering an account for the Software Platform (“Account”), You agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that You are not barred from using the Software Platform under any applicable law and that You will be responsible for all activities that occur under Your Account. You may authorize a third party to access or use our Software Platform on Your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under Your user ID or password. Additionally, You are responsible to secure Your system and restrict access to the Software Platform as appropriate to ensure unauthorized users do not gain system access by means of insecure accounts, accounts which have been left from former employees, or other acts of negligence. You agree to immediately notify us of any unauthorized use of Your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of Your account. You acknowledge and agree that You have no ownership or other property interest in Your Account and that all rights in and to Your Account are owned by and inure to the benefit of Company. It is Your responsibility to secure Your network, the Software Platform and endpoint network devises using all appropriate physical and digital controls to do so.
Except as otherwise indicated, our Software Platform and all rights thereto, are the property of Company and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. All related graphics, logos, service marks and trade names used on or in connection with the Software Platform are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Software Platform are the property of their respective owners. Subject to these Terms of Use, Company grants You a limited license to install and use the Software Platform solely for the purpose of your teaching practice and other related educational and administrative purposes. Any future release, update, or other addition to the Software Platform shall be subject to these Terms of Use. Company, its suppliers, and its service providers reserve all rights not granted in these Terms of Use.
System Health Data and the AE1 Platform
You agree that system hardware and software deployed in Your environment transmit System Health Data to Company’s AE1 platform. Audio Enhancement may have access to system health and usage data. Company: (a) will not sell System Health Data or share it with any third party (other than the subprocessors necessary to host and operate the AE1 platform); (b) will use System Health Data solely to operate, maintain, support, secure, and improve the Company’s products and services; (c) will not include Student Data, classroom audio or video content, or any personally identifiable or other personal information in System Health Data; and (d) will make the System Health Data relating to Your systems available to You within the AE1 platform.
You may disable the transmission of System Health Data at any time by implementing network-level blocks in Your own environment (for example, firewall rules restricting outbound connections from Audio Enhancement equipment). Disabling transmission is not a breach of this Agreement; however, You acknowledge that doing so may limit your features in the platform including monitoring, and alerting, remote diagnostics, firmware and software updates, and expedited support for the affected systems. While the platform provides tools and data for Customer to monitor and alert on system health, Audio Enhancement personnel do not actively monitor customer systems unless entered into a separate agreement. Customers have no expectation of Audio Enhancement proactively monitoring, contacting you, or taking any other intervention based on system health data.
Restrictions on Use of the Software Platform
Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties our Software Platform or any of its content for any purpose. Systematic retrieval of data from any of our Software Platform or the content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included in our Software Platform and any content therein. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages, including punitive damages. Finally, You are strictly prohibited from accessing and/or using the Software Platform or any of its content to develop, or have a third party develop, a product or service that is similar or competitive to the Software Platform.
The Customer represents and warrants that it owns or otherwise has the necessary rights to any materials, files, videos, images, information, rubrics, frameworks, checklists, data, or other content provided by the Customer under these terms and conditions, and none of the foregoing will infringe, misappropriate, or otherwise violate any rights of any third party or applicable law. The Customer acknowledges that any software and/or software as a service provided in connection with these terms and conditions, is subject to the terms of use and privacy policies of the respective software.
School District Maintenance and Responsibilities
Audio Enhancement implements industry standard security measures in the development and implementation of the EPIC System. Due to the on-premises nature of the system, operation within the school district environment and school district ownership of ongoing system management, the obligation to manage and secure the EPIC System and its connected infrastructure rests with the school district. The district must undertake the following minimum responsibilities:
- System Updates: Ensure all relevant systems, applications, and devices are regularly updated with current security patches.
- Isolation from Other District Systems and Data: EPIC System should not be able to be used as an entry point to other district systems or data. School districts are responsible to secure their network and ensure that a breach of an EPIC System would not lead to further network breaches of other district systems. District shall implement physical and network security controls to restrict access to only necessary personnel for operation and maintenance of EPIC System, restricting access from less secure district public, staff or student networks or the public network.
- Password and Access Controls: Enforce and routinely review robust password policies and user permissions, granting access only when necessary and disabling outdated users. Review authorized users and utilize Single Sign On to leverage existing district security and access policies.
- Firewall and Security Best Practices: Implement and maintain stringent firewall configurations. Employ intrusion detection systems, botnet filtering, geo-filtering, and other advanced security mechanisms to identify and prevent unauthorized or suspicious access.
- If integrating a 3rd party system with EPIC System’s API requires external network access, restrict the firewall and network access only to the specific port required for communication and restrict the traffic to only allow the known, trusted addresses required for integration.
- Continuous Monitoring: Continuously monitor network activity for anomalies and respond swiftly to potential threats.
It is against Company’s terms and conditions of use to make on-premise EPIC System available on the public internet due to the inherent and unmitigable risks involved. School districts shall implement network security controls to prevent unauthorized access via internet or from public district-managed networks. District may evaluate trusted networks or other more secure alternatives, such as Virtual Private Network (VPN), to provide access. Company has no knowledge or control of these configurations and responsibility lies solely on district to implement appropriate network security controls. If direct public internet access is implemented, the school district must acknowledge and accept sole responsibility for the security posture and consequences resulting from this configuration.
EPIC System excels in secure, on-premises environments. Permitting public internet access to the EPIC System introduces substantial cybersecurity risk. Any open ports and systems available to the public internet by definition becomes exposed to potential traffic from malicious actors. Typically, systems built for public internet access are in centralized datacenters and have active monitoring and are fully in control by the solution provider. While EPIC System has best-practice security measures in place for its designed use on-premises, the system is not designed for public internet use and does not include additional protections such as active monitoring, alerting from potential malicious actor or botnet activity or any ability to implement unwanted source traffic filters.
Public exposure of the system significantly elevates the risk of hostile activities including, but not limited to, unauthorized access, data breaches, ransomware, and other cyber threats. These threats could potentially compromise the privacy and integrity of sensitive information pertaining to students, staff, and the district at large.
Company Maintenance Role and Limitations
Company implements industry standard security measures within the EPIC System including encryption, required authorization to access/modify any sensitive data, and rate limiting to mitigate unwanted traffic from brute force attackers. Company performs 3rd party audits, reviews and remediates vulnerabilities and releases updates regularly and provides district controls for automatic security updates. Company recommends isolating EPIC System from other district systems and data to limit any potential exposure. Once the system is configured and turned over to the district Company no longer retains control over access to the system, data on who is logging in or attempting to access the system, whether or not the district is removing/disabling users, and whether or not the district is performing regular security updates to avoid any vulnerabilities. Company and the EPIC system has no control or influence of the configurations leading to undesired network access, including public internet access; only a school district’s network systems can be configured to allow this type of access. This configuration is against Company’s terms and conditions of use. It cannot guarantee the prevention of malicious or unauthorized access. Furthermore, Company disclaims liability for any security incident, breach, or loss arising due to internet or other exposure resulting from lack of proper controls including but not limited to user lifecycle management, system patching, or other physical and network security controls.
Beta and Preview Features. Company may, from time to time, designate certain features as “beta,” “preview,” “early access,” or similar. Such features are provided “as-is”, may be unstable, and may be modified or discontinued at any time. They are excluded from any service-level commitments and from any warranties under these Terms.
Privacy & Data Protection
The EPIC System is designed to operate in compliance with applicable educational privacy laws, including FERPA (Family Educational Rights and Privacy Act), COPPA (Children’s Online Privacy Protection Act) where applicable, PPRA (Protection of Pupil Rights Amendment) where applicable, and applicable state student-data-privacy laws.
Audio Enhancement does not sell student data or use it for advertising. Any student data processed or stored is solely to provide the Service, at the school's direction and under its control, and is not disclosed except as permitted by FERPA. Company does not sell or share any District or Student PII Data; does not use District or Student Data for targeted or behavioral advertising; does not use Student Data to build a personal profile of a student; and does not use District or Student Data to train generative AI models or to improve third-party services unless expressly authorized in writing by the school.
School Official Designation. Where Company processes Student Data on behalf of a school or school district Customer, the Customer designate Company as a “school official” under FERPA, performing institutional services and functions for which the school would otherwise use employees. Company will use Student Data only as authorized by the Customer and these Terms, will not re-disclose Student Data except as permitted by FERPA, and will be subject to the school’s direct control with respect to the use and maintenance of Student Data.
Subprocessors. A current list of subprocessors supporting any cloud-hosted components is available upon request to support@audioenhancement.com. Company requires subprocessors to provide at least the level of data protection committed to in these Terms.
Security Incident Notification. Company will notify affected schools without undue delay, and in any event within seventy-two (72) hours, of becoming aware of an unauthorized acquisition, access, use, or disclosure of Customer Data within Company-hosted systems. The parties will reasonably cooperate to comply with breach-notification obligations under applicable law.
Data Return and Deletion. Upon termination or expiration and on the school’s written request, Company will return or delete Customer Data held in Company-hosted systems within ninety (90) days, except where retention is required by law or for backup retention cycles. Aggregated and de-identified data may be retained. Data residing solely on school-owned, on-premises equipment remains in the school’s possession and control.
DPA Precedence. To the extent a Data Privacy Agreement executed between the school and Company conflicts with these Terms with respect to data handling, the DPA controls.
Full privacy policy available at https://audioenhancement.com/privacy
Intellectual Property
We own and retain all right, title, and interest in and our Software Platform (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Software Platform or otherwise use our Software Platform in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Software Platform is considered our confidential and proprietary information (collectively “Confidential Information”).
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Software Platform and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them.
SAFE Disclaimer
The SAFE System (Signal Alert for Education) is designed to alert you if there is an emergency in the classroom. It does not prevent emergencies. Audio Enhancement is not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by errors or delay in the Customers third party network or equipment. Audio Enhancement is also not responsible or liable to the Customer for any damage or harm caused by the system not functioning properly if the failure is caused by the Customer’s failure to properly care for, maintain, and/or repair the system, or for any delays in performing any service or maintenance, regardless of the reason(s), or for any resulting consequences. If it is determined that Audio is directly or indirectly responsible for any loss, damage, injury, or other consequence, The Customer agrees the damages shall be limited as set forth in the limitation of liability section of this Agreement.
General Prohibitions
Your use of the Software Platform is further subject to the following additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise use our Software Platform or interact with our Software Platform in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of Your Company account or anyone else’s (such as allowing someone else to log in to our Software Platform as You);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on our Software Platform or any processes that run or are activated while You are not logged into our Software Platform or that otherwise interfere with the proper working of our Software Platform (including by placing an unreasonable load on our Software Platform’s infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Software Platform or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Software Platform.
Additionally, you agree to not use the Software Platform for illegal or harmful activities, including but not limited to undue panic caused by false alerts or for any other reason other than its intended purpose.
A violation of any of the foregoing is grounds for immediate termination of Your right to use or access our Software Platform.
Digital Millennium Copyright Act Notice
If You believe that Your intellectual property rights have been violated by something on our Software Platform, please contact our copyright agent as follows:
Audio Enhancement, Inc.
c/o Strong & Hanni, PC
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
and provide the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon;
- Identification of or a representative list of the work You believe has been infringed upon;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate said material;
- Information reasonably sufficient to permit us to contact You;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon.
Indemnification
To the fullest extent permitted by applicable law, You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Software Platform or failure to implement and maintain appropriate administrative, physical, and technical safeguards; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; (d) Your violation of any applicable laws, rules or regulations; (e) any actual or alleged data breach, security incident, or unauthorized access to or disclosure of data to the extent resulting from Your systems, acts, omissions, or failure to comply with this Agreement, applicable law, or industry-standard security practices; or (f) any claim brought against Company by a third party relating to a data breach or security incident. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or Your access to the Software Platform.
Disclaimer of Warranty
YOUR USE OF OUR SOFTWARE PLATFORM AND ANY OF THE CONTENT THEREIN IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SOFTWARE PLATFORM AND ANY OF THE CONTENT THEREIN. OUR SOFTWARE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SOFTWARE PLATFORM OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SOFTWARE PLATFORM OR CONTENT THEREIN. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.
THE SOFTWARE PLATFORM IS NOT CLASSIFIED AS A LIFE SAFETY SYSTEM FOR FIRE OR OTHER EMERGENCY AND/OR DISASTER EVENTS OF ANY KIND.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SOFTWARE PLATFORM OR ANY OF THE CONTENT THEREIN, OR YOUR RELIANCE ON THE SOFTWARE PLATFORM AND ANY CONTENT THEREIN, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SOFTWARE PLATFORM AND ANY OF ITS CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. NO ACTIONS ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENTS THAT GAVE RISE TO THE CAUSES OF ACTION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
Accessibility
Company is committed to making the Software Platform accessible in conformance with the Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act, Section 508, and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, where reasonably feasible. Accessibility concerns or requests for accommodations should be sent to support@audioenhancement.com.
Termination
At its sole discretion, Company may modify or discontinue the Software Platform, or may modify, suspend, or terminate Your access to the Software Platform, for any reason, with or without notice to You and without liability to You or any third party where these Terms are violated, payment obligations are unmet, or the Software Platform is misused by You. Company will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to You if we have suspended or terminated Your permission to use the Software Platform. In addition to suspending or terminating Your access to the Software Platform, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after Your right to use the Software Platform is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to Company for any purchases will remain due.
Dispute Resolution
The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) will be resolved exclusively in accordance with the procedures set forth in this Section.
Upon the occurrence of a Dispute, the aggrieved party shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. Upon receipt of such notice, representatives of each party with authority to resolve the Dispute shall meet and confer, whether in person, by telephone, or by videoconference, within fifteen business days of delivery of the notice and shall negotiate in good faith to attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute through good faith negotiation, either Party may escalate the Dispute to mediation before a mutually agreed upon mediator.
Unless otherwise agreed, mediation shall be conducted in Salt Lake County, Utah. The costs of mediation, including the mediator's fees, shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. All statements, offers, negotiations, and proceedings in connection with mediation are confidential and will not be admissible as evidence or disclosed in any subsequent proceeding, except as otherwise required by applicable law. If the Dispute is not resolved through mediation, either Party may pursue litigation in a court of competent jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Salt Lake County, Utah for the resolution of any such Dispute, and each Party waives any objection it may have to the laying of venue or personal jurisdiction in such courts.
Completion of the negotiation and mediation procedures set forth above is a condition precedent to initiating litigation with respect to any Dispute, except that either Party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first exhausting such procedures.
To the fullest extent permitted by applicable law, each party agrees that any claim or dispute arising out of or relating to this Agreement or the Software Platform must be brought solely in that party's individual capacity. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other. Each party expressly waives any right to bring or join such an action. This waiver applies regardless of the forum in which the claim is pursued and survives termination or expiration of this Agreement.
Miscellaneous
The communications between You and Company use electronic means, whether You send the Company e-mails, or whether the Company posts notices on the Software Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect Your statutory rights.
This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, nuclear, mine subsidence, named storms or materials.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Utah without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. In the event that the last e-mail address You provided to Company is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:
Audio Enhancement, Inc.
c/o Casey Jones
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Survival. The provisions addressing intellectual property, privacy and data protection, indemnification, disclaimer of warranty, limitation of liability, dispute resolution, and governing law, and any provision that by its nature should survive, will survive termination of this Agreement.
Company is a registered business in Utah, USA.
VIEWpath
(My Workshop Video Repository - SaaS Platform)
TERMS AND CONDITIONS OF USE
Last Updated July 6, 2026
YOUR USE OF AND ACCESS TO OUR SOFTWARE SERVICE (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SOFTWARE SERVICE IN ANY MANNER. If You accept or agree to these Terms and Conditions of Use on behalf of a company, educational institution, or other legal entity, You represent and warrant that You have the authority to bind that company, educational institution, or other legal entity to these Terms and Conditions of Use and, in such event, “You,” “Your,” and “Customer” will refer and apply to that company, educational institution, or other legal entity in addition to You.
Introduction
This Software Service is provided as a service to work in conjunction with the Company’s EPIC System primarily utilized by school teachers who maintain an active subscription. The purpose of this Terms and Conditions of Use Agreement (“Terms of Use”) is to set forth the terms and conditions under which Audio Enhancement, Inc. and/or its affiliated companies (collectively, “Company”, “we”, “us” or “our”), make our VIEWpath (SaaS Platform) software service (“Software Service”) available to schools and the conditions under which such schools may have access to and use such Software Services.
Please read these Terms of Use carefully before using our Software Service.
By accessing or using the Software Service in any way or taking any other action to signify Your acceptance of these Terms of Use, You: (1) agree to be bound by these Terms of Use and any future amendments and additions to these Terms of Use as published from time to time by the Company; and (2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Company. These Terms of Use include the provisions in this document, as well as those in the Company Privacy Policy, which can be found at https://audioenhancement.com/privacy/. Any documents, manuals, videos, and any other supporting software or materials provided to manage the Software Service are also subject to these Terms of Use.
Your use of, and participation in the use of the Software Service may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the Software Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Software Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Company may modify these Terms of Use from time to time. Material changes will be effective: (1) for new Users, upon first use of the Software Service; and (2) for existing Users, upon the earlier of (a) thirty (30) days after posting on the Company’s website, or (b) email notice to the District Administrator of record. If You do not agree to the modification, Your only recourse is to cease using the Software Service and to contact the Company immediately.
Where You (the school, district, or institution) and Company have executed a separate written agreement — including a Master Services Agreement, purchase order with negotiated terms, Data Privacy Agreement (DPA), or state-required student data privacy addendum — the conflicting terms of that written agreement will control over these Terms of Use with respect to the subject matter addressed in that agreement.
See our current Privacy Policy for information and notices regarding our collection and use of personal information, found at https://audioenhancement.com/privacy/.
Definitions
“Customer” means the school, school district, educational institution, or other organization that has procured access to the Software Service on behalf of its users.
“District Administrator” means an individual designated by Customer with administrative privileges over the Software Service.
“Student Data” means personally identifiable information from education records as defined under the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g) and applicable state student-data-privacy laws, including classroom audio and video recordings stored in the Software Service that identify a student.
“System Health Data” means telemetry and diagnostic information about the health, status, and performance of Audio Enhancement equipment and software used to deliver the Software Service (including EPIC System hardware and classroom cameras) — such as device and equipment status, firmware and software versions, connectivity and signal quality, error and diagnostic logs, and uptime and usage metrics — transmitted to Company’s AE1 platform. System Health Data does not include Student Data, classroom audio or video content, or any personally identifiable or other personal information.
Use of Services and Content
The Software Service is designed as an educational tool for teachers to reflect on their practices and to share directed content with students or professional learning communities. The Software Service is not a security recording system, VMS, NVR or other continuous recording solution. Regular, continuous or otherwise abusive uploading during or after normal school hours constitutes abuse of the system and constitutes as a violation of these terms. Video stored in VIEWpath does not meet the requirements of a VMS solution and cannot be used as a substitute for a security recording system. Video, sound and image files may be uploaded into the system manually or inadvertently by use of classroom cameras. Company cannot monitor or restrict the uploads to validate the ownership of assets. Company cannot monitor camera use or restrict who gains access to cameras, particularly when connected to third-party systems.
In order to access certain features of the Software Service, You may be required to register an Account (as defined below) and become a Registered User. For the purposes of this Agreement, a “Registered User” is a User who has registered for any Account. When registering an account for the Software Service (“Account”), You agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that You are not barred from using the Software Service under any applicable law and that You will be responsible for all activities that occur under Your Account. You may authorize a third party to access or use our Software Service on Your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under Your user ID or password. You agree to immediately notify us of any unauthorized use of Your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of Your account. You acknowledge and agree that You have no ownership or other property interest in Your Account and that all rights in and to Your Account are owned by and inure to the benefit of Company.
Except as otherwise indicated, our Software Service and all rights thereto, are the property of Company and/or our affiliated companies and are protected under U.S. copyright, trade secret, trademark and patent law as well as international treaty provisions, with all rights reserved. All related graphics, logos, service marks and trade names used on or in connection with the Software Service are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Software Service are the property of their respective owners. Subject to these Terms of Use, Company grants You a limited license to install and use the Software Service solely for the purpose of your teaching practice and other related educational and administrative purposes. Any future release, update, or other addition to the Software Service shall be subject to these Terms of Use. Company, its suppliers, and its service providers reserve all rights not granted in these Terms of Use.
Customer Content. As between the parties, Customer retains all right, title, and interest in recordings and other content uploaded to the Software Service by or on behalf of Customer. Company processes such content solely to provide the Software Service and will not share it outside the school district. Recordings are available only to the recording teacher unless the teacher deliberately shares them with other users or students.
System Health Data and the AE1 Platform. You agree that Audio Enhancement equipment and software will be used to deliver the Software Service and transmit System Health Data to Company’s AE1 platform. Audio Enhancement may have access to customer system health and usage data. Company: (a) will not sell System Health Data or share it with any third party (other than the subprocessors necessary to host and operate the AE1 platform); (b) will use System Health Data solely to operate, maintain, support, secure, and improve the Company’s products and services; (c) will not include Student Data, classroom audio or video content, or any personally identifiable or other personal information in System Health Data; and (d) will make the System Health Data relating to Your systems available to You within the AE1 platform.
Beta and Preview Features. Company may, from time to time, designate certain features as “beta,” “preview,” “early access,” or similar. Such features are provided “as-is”, may be unstable, and may be modified or discontinued at any time. They are excluded from any service-level commitments and from any warranties under these Terms.
Privacy & Data Protection
The Software Service is designed to operate in compliance with applicable educational privacy laws, including but not limited to FERPA (Family Educational Rights and Privacy Act), COPPA (Children’s Online Privacy Protection Act), PPRA (Protection of Pupil Rights Amendment), and applicable state student-data-privacy laws.
Audio Enhancement does not sell student data or use it for advertising. Any student data processed or stored is solely to provide the Service, at the school's direction and under its control, and is not disclosed except as permitted by FERPA. Company does not sell or share any District or Student PII Data; does not use District or Student Data for targeted or behavioral advertising; does not use Student Data to build a personal profile of a student; and does not use District or Student Data to train generative AI models or to improve third-party services unless expressly authorized in writing by the school.
School Official Designation. Where Company processes Student Data on behalf of a school or school district Customer, the Customer designate Company as a “school official” under FERPA, performing institutional services and functions for which the school would otherwise use employees. Company will use Student Data only as authorized by the Customer and these Terms, will not re-disclose Student Data except as permitted by FERPA, and will be subject to the school’s direct control with respect to the use and maintenance of Student Data.
Subprocessors. A current list of subprocessors supporting any cloud-hosted components is available upon request to support@audioenhancement.com. Company requires subprocessors to provide at least the level of data protection committed to in these Terms.
Security Incident Notification. Company will notify affected schools without undue delay, and in any event within seventy-two (72) hours, of becoming aware of an unauthorized acquisition, access, use, or disclosure of Customer Data within Company-hosted systems. The parties will reasonably cooperate to comply with breach-notification obligations under applicable law.
Data Return and Deletion. Upon termination or expiration and on the school’s written request, Company will return or delete Customer Data held in Company-hosted systems within ninety (90) days, except where retention is required by law or for backup retention cycles. Aggregated and de-identified data may be retained. Data residing solely on school-owned, on-premises equipment remains in the school’s possession and control.
Retention. Classroom recordings stored in the Software Service are retained at the direction of the Customer and may be deleted by authorized users at any time.
Full privacy policy is available at https://audioenhancement.com/privacy
Restrictions on Use of the Software Service
Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party/parties our Software Service or any of its content for any purpose. Systematic retrieval of data from any of our Software Service or the content thereon to create or compile, directly or indirectly, a collection, compilation, database or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included in our Software Service and any content therein. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages. Finally, You are strictly prohibited from accessing and/or using the Software Service or any of its content to develop, or have a third party develop, a product or service that is similar or competitive to the Software Service.
Intellectual Property
We own and retain all right, title, and interest in and our Software Services (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Software Services or otherwise use our Software Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of our Software Services is considered our confidential and proprietary information (collectively “Confidential Information”).
Our graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We also reserve the right to determine and control all aspects (including all functionality) of the Software Service and our trade dress, as well as the right to re-design, modify and remove any or all aspects of them.
General Prohibitions
Your use of the Software Service is further subject to the following additional restrictions:
You represent, warrant, and agree that You will not contribute any content or otherwise use our Services or interact with our Software Service in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of Your Company account or anyone else’s (such as allowing someone else to log in to our Services as You);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on our Software Service or any processes that run or are activated while You are not logged into our Software Service or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Software Service’s infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Software Service or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our Software Service.
A violation of any of the foregoing is grounds for immediate termination of Your right to use or access our Software Service.
Digital Millennium Copyright Act Notice
If You believe that Your intellectual property rights have been violated by something on our Software Service, please contact our copyright agent as follows:
Audio Enhancement, Inc.
c/o Strong & Hanni, PC
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
and provide the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon;
- Identification of or a representative list of the work You believe has been infringed upon;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate said material;
- Information reasonably sufficient to permit us to contact You;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon.
Indemnification
To the fullest extent permitted by applicable law, You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Software Service; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; or (d) Your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or Your access to the Software Service.
Disclaimer of Warranty
YOUR USE OF OUR SOFTWARE SERVICE AND ANY OF THE CONTENT THEREIN IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SOFTWARE SERVICE AND ANY OF THE CONTENT THEREIN. OUR SOFTWARE SERVICE AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SOFTWARE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR RESULTS OF THE USE OF THE SOFTWARE SERVICE OR ANY OF THE CONTENT THEREIN, NOR THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE SOFTWARE SERVICE OR ANY OF THE CONTENT THEREIN OR ANY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE SOFTWARE SERVICE OR CONTENT THEREIN. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SOFTWARE SERVICE OR ANY OF THE CONTENT THEREIN, OR YOUR RELIANCE ON THE SOFTWARE SERVICE AND ANY CONTENT THEREIN, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SOFTWARE SERVICE AND ANY OF ITS CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. NO ACTIONS ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENTS THAT GAVE RISE TO THE CAUSES OF ACTION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
Accessibility
Company is committed to making the Software Service accessible in conformance with the Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act, Section 508, and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, where reasonably feasible. Accessibility concerns or requests for accommodations should be sent to support@audioenhancement.com.
Termination
At its sole discretion, Company may modify or discontinue the Software Service, or may modify, suspend, or terminate Your access to the Software Service, for any reason, with or without notice to You and without liability to You or any third party where these Terms are violated, payment obligations are unmet, or the Software Services are misused by You. Company will not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to You if we have suspended or terminated Your permission to use the Software Service. In addition to suspending or terminating Your access to the Software Service, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after Your right to use the Software Service is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to Company for any purchases will remain due.
Upon termination and on Customer’s written request, Company will return or delete Customer recordings and Student Data as set forth in Privacy & Data Protection above.
Dispute Resolution
The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) will be resolved exclusively in accordance with the procedures set forth in this Section.
Upon the occurrence of a Dispute, the aggrieved party shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. Upon receipt of such notice, representatives of each party with authority to resolve the Dispute shall meet and confer, whether in person, by telephone, or by videoconference, within fifteen business days of delivery of the notice and shall negotiate in good faith to attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute through good faith negotiation, either Party may escalate the Dispute to mediation before a mutually agreed upon mediator.
Unless otherwise agreed, mediation shall be conducted in Salt Lake County, Utah. The costs of mediation, including the mediator's fees, shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. All statements, offers, negotiations, and proceedings in connection with mediation are confidential and will not be admissible as evidence or disclosed in any subsequent proceeding, except as otherwise required by applicable law. If the Dispute is not resolved through mediation, either Party may pursue litigation in a court of competent jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Salt Lake County, Utah for the resolution of any such Dispute, and each Party waives any objection it may have to the venue or personal jurisdiction in such courts.
Completion of the negotiation and mediation procedures set forth above is a condition precedent to initiating litigation with respect to any Dispute, except that either Party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first exhausting such procedures.
To the fullest extent permitted by applicable law, each party agrees that any claim or dispute arising out of or relating to this Agreement or the Software Services must be brought solely in that party's individual capacity. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other. Each party expressly waives any right to bring or join such an action. This waiver applies regardless of the forum in which the claim is pursued and survives termination or expiration of this Agreement.
Miscellaneous
The communications between You and Company use electronic means, whether You send the Company e-mails, or whether the Company posts notices on the Software Service or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect Your statutory rights.
This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, nuclear, mine subsidence, named storms or materials.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Utah without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. In the event that the last e-mail address You provided to Company is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address:
Audio Enhancement, Inc.
c/o Casey Jones
102 S. 200 E, Ste. #800
Salt Lake City, UT 84111
Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Survival. The provisions addressing intellectual property, privacy and data protection, indemnification, disclaimer of warranty, limitation of liability, dispute resolution, and governing law, and any provision that by its nature should survive, will survive termination of this Agreement.
Company is a registered business in Utah, USA.
CLEAR Connect
TERMS AND CONDITIONS OF USE
Last Updated July 6, 2026
YOUR USE OF AND ACCESS TO OUR SOFTWARE SERVICE (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SOFTWARE SERVICE IN ANY MANNER. If You accept or agree to these Terms and Conditions of Use on behalf of a company, educational institution, or other legal entity, You represent and warrant that You have the authority to bind that company, educational institution, or other legal entity to these Terms and Conditions of Use and, in such event, “You,” “Your,” and “Customer” will refer and apply to that company, educational institution, or other legal entity in addition to You.
Introduction
This Software Service is primarily to enhance Company’s audio microphone products purchased by a school by providing a connection to automated, third-party transcription, translation, and text-to-speech services for students to access real-time, in-classroom translation, so long as schools have an active subscription. The purpose of this Terms and Conditions of Use Agreement (“Terms of Use” or “Agreement”) is to set forth the terms and conditions under which Audio Enhancement, Inc. and/or its affiliated companies (collectively, “Company,” “we,” “us,” or “our”) make our CLEAR Connect software service (“Software Service” or “Service”) available to You and the conditions under which You may have access to and use such Service.
Please read these Terms of Use carefully before using our Software Service.
By accessing or using the Software Service in any way or taking any other action to signify Your acceptance of these Terms of Use, You: (1) agree to be bound by these Terms of Use and any future amendments and additions to these Terms of Use as published from time to time by the Company; and (2) represent You are of legal age in Your jurisdiction of residence to form a binding contract with Company. These Terms of Use include the provisions in this document, as well as those in the Company Privacy Policy, which can be found at https://audioenhancement.com/privacy/. Any documents, manuals, videos, and any other supporting software or materials provided to manage the Software Service are also subject to these Terms of Use.
Where You (the school, district, or institution) and Company have executed a separate written agreement — including a Master Services Agreement, purchase order with negotiated terms, Data Privacy Agreement (DPA), or state-required student data privacy addendum — the conflicting terms of that written agreement will control over these Terms of Use with respect to the subject matter addressed in that agreement.
Your use of, and participation in the use of, the Software Service may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use the Software Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Software Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Company may modify these Terms of Use from time to time. Material changes will be effective: (1) for new Users upon first use of the Software Service; and (2) for existing Users, upon the earlier of (a) thirty (30) days after posting on the Company’s website, or (b) email notice to the District Administrator of record. If You do not agree to the modification, Your sole recourse is to cease using the Software Service and to contact the Company immediately.
Description of Service
CLEAR Connect is a secure, cloud-based platform that enables real-time translation across learning environments. Whether used in the classroom through XD Clear Bridge or one-on-one with students, faculty, or parents via the untethered experience using a computer’s microphone, communication barriers begin to fade. With intuitive two-way communication functionality, CLEAR Connect enhances instructional accessibility and engagement across diverse language needs.
The Service may include:
- Live language translation
- Real-time transcription
- Two-way communication functionality
- Session monitoring and participant management
- Administrative dashboards and reporting tools
CLEAR Connect is intended solely for instructional and educational use.
Definitions
“Customer” means the school, school district, educational institution, or other organization that has procured access to the Software Service on behalf of its Users and Participants.
“District Administrator” means an individual designated by Customer with administrative privileges over the Software Service, including the right to provision, reassign, and revoke User subscriptions.
“User” is any individual who starts or initiates a session within the Software Service. Each User is assigned a unique subscription tied to their individual email address. Subscriptions cannot be shared, transferred, or used by multiple individuals. Anyone who will start a session must have their own valid subscription. User subscriptions may be reassigned by a District Administrator role in accordance with district policies and the Customer’s written agreement with Company.
“Participant” is any individual who joins an existing session started by a subscribed User. Participants do not require a subscription to join or engage in a session. Participants may engage in two-way communication features as enabled by the User.
“Student Data” means personally identifiable information from education records as defined under the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g) and applicable state student-data-privacy laws, including audio and transcripts captured during a session that identify a student.
“System Health Data” means telemetry and diagnostic information about the health, status, and performance of Company equipment and software deployed in Customer’s environment — such as device and equipment status, firmware and software versions, connectivity and signal quality, error and diagnostic logs, and uptime and usage metrics — transmitted to Company’s AE1 platform. System Health Data does not include Student Data, classroom audio or video content, or any personally identifiable or other personal information.
Eligibility & Authorized Use
CLEAR Connect is licensed for use by:
- K–12 schools
- Educational institutions
- District administrators
- Authorized faculty and staff
- Students under institutional supervision
Users must:
- Use the Service only for lawful educational purposes;
- Comply with all applicable local, state, and federal laws;
- Follow institutional policies governing classroom technology use;
- Comply with English-only instructional laws where applicable.
Unauthorized resale, redistribution, or commercial exploitation of the Service is strictly prohibited.
Subscription Activation, Term, and Renewal
The Software Service is offered on a per-User subscription basis. School districts are required to purchase a subscription for each individual User authorized to utilize the Software Service.
Subscriptions are registered to individual email addresses and are commenced upon first login. Subscriptions are non-transferable except by reassignment by a District Administrator role.
All subscriptions are active for a fixed term beginning August 1 through July 31 of each year (the “Subscription Term”) and renew annually on June 30, unless otherwise specified in a written agreement. Prior to renewal, the Company will provide an activity report to assist the Customer in reviewing usage and right-sizing subscription quantities for the upcoming term.
Failure to renew or maintain active subscriptions, or failure to remit payment, may result in suspension or termination of access to the Software Service. Suspension does not relieve Customer of any payment obligations accrued prior to the suspension date.
Account Access & Security Responsibilities
Users are provided accounts within the Software Service and may initiate sessions by sharing a session code with students or school-approved visitors, who may join via an internet connection. The Company does not control or monitor the distribution of session codes and is not responsible for unauthorized access resulting from code sharing.
The Customer is responsible for:
- Maintaining administrator credential security;
- Ensuring only authorized Users initiate sessions;
- Promptly notifying the Company of any actual or suspected unauthorized access;
- Managing session permissions and participant controls.
Users with active subscriptions are responsible for:
- Selecting appropriate language settings;
- Managing two-way communication features;
- Removing Participants when necessary;
- Complying with English-only instructional laws where applicable.
Failure to comply with these responsibilities may result in suspension or termination of access to the Software Service.
Acceptable Use & Prohibited Conduct
Users agree not to:
- Use the Service for harassment, discrimination, or unlawful conduct;
- Transmit harmful, offensive, or inappropriate content;
- Attempt to reverse engineer or replicate the platform or Software Services;
- Interfere with system integrity or security;
- Record or redistribute translated content without proper authorization;
- Infringe or violate the intellectual property rights or any other rights of anyone else (including Company);
- Violate any law or regulation, including any applicable export-control laws or U.S. sanctions (including OFAC) regulations;
- Jeopardize the security of Your account or anyone else’s (such as allowing someone else to log in to the Service as You);
- Attempt to obtain the password, account, or other security information from any other user;
- Violate the security of any computer network, or crack any passwords or security encryption codes;
- Run Mail list, Listserv, any form of auto-responder or “spam” on our Software Service or any processes that run while You are not logged in or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’s infrastructure);
- “Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service or its content (through manual or automated means);
- Copy or store any significant portion of the content;
- Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Service.
A violation of any of the foregoing is grounds for immediate suspension or termination of Your right to use or access the Software Service.
Intellectual Property
All rights, title, and interest in CLEAR Connect, including software, design, trademarks, and proprietary technology, remain the exclusive property of Audio Enhancement, Inc. No rights are granted except as expressly set forth in these Terms.
We own and retain all right, title, and interest in our Software Service (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of our Software Services or otherwise use our Software Services in any way that violates the use restrictions contained in these Terms of Use. We do not grant You any license, express or implied, to any of our intellectual property or that of our licensors. You further acknowledge and agree that any information regarding the design, “look and feel,” specifications, components, functionality, operation, payment terms, and pricing of our Software Services is considered our confidential and proprietary information (collectively, “Confidential Information”).
Our graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Company in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Customer Feedback License. If Customer or any User provides feedback, suggestions, or recommendations regarding the Software Service (“Feedback”), Customer hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and incorporate such Feedback into the Service or related products. No Feedback will be considered Confidential Information of Customer.
Privacy & Data Protection
CLEAR Connect is designed to operate in compliance with applicable educational privacy laws, including but not limited to:
- FERPA (Family Educational Rights and Privacy Act);
- COPPA (Children’s Online Privacy Protection Act), where applicable;
- PPRA (Protection of Pupil Rights Amendment), where applicable;
- Applicable state student-data-privacy laws.
School Official Designation. Where Company processes Student Data on behalf of a school or school district, the school designates Company as a “school official” under FERPA, performing institutional services and functions for which the school would otherwise use employees. Company will use Student Data only as authorized by the school and these Terms, will not re-disclose Student Data except as permitted by FERPA, and will be subject to the school’s direct control with respect to the use and maintenance of Student Data.
As pertaining to CLEAR Connect, the Company:
- Does not sell student data;
- Does not store student data;
- Does not share student data;
- Does not use Student Data for targeted advertising or behavioral advertising;
- Does not use Student Data to build a personal profile of a student;
- Does not use Student Data to train generative AI models or to improve third-party services unless expressly authorized in writing by Customer;
- Uses commercially reasonable safeguards to protect data;
- Limits access to authorized personnel only.
Session data may be processed to provide translation and transcription functionality and is retained only as operationally necessary unless otherwise outlined in a written Data Privacy Agreement (“DPA”). To the extent that a DPA executed between Customer and Company conflicts with these Terms with respect to data handling, the DPA controls.
Subprocessors. Company uses approved third-party providers (e.g., for cloud hosting, automated translation, and transcription) to deliver the Service. A current list of subprocessors is available upon request to support@audioenhancement.com. Company will require subprocessors to provide at least the level of data protection committed to in these Terms and will remain responsible for subprocessor performance.
Security Incident Notification. Company will notify Customer without undue delay, and in any event within seventy-two (72) hours, of becoming aware of an unauthorized acquisition, access, use, or disclosure of Customer Data (a “Security Incident”). The notification will include a description of the nature and scope of the incident, the data affected, and the remedial actions taken or planned. The parties will reasonably cooperate to comply with breach-notification obligations under applicable law.
Data Return and Deletion. Upon termination or expiration of the subscription, and on Customer’s written request, Company will return or delete Customer Data within ninety (90) days, except where retention is required by law or for backup retention cycles. Aggregated and de-identified data may be retained.
System Health Data and the AE1 Platform. Customer agrees that Company equipment and software used to deliver the Software Service transmit System Health Data to Company’s AE1 platform. Company: (a) will not sell System Health Data or share it with any third party (other than the subprocessors necessary to host and operate the AE1 platform); (b) will use System Health Data solely to operate, maintain, support, secure, and improve the Services; (c) will not include Student Data or any personally identifiable or other personal information in System Health Data; and (d) will make the System Health Data relating to Customer’s systems available to Customer within the AE1 platform.
Customer is responsible for establishing and enforcing policies governing:
- What data is transmitted through the Software Service;
- Who may access or participate in sessions;
- Proper supervision and usage of the platform and Software Services;
- Compliance with applicable privacy and education laws by You and Customer.
Full Privacy Policy available at https://audioenhancement.com/privacy
Translation & Transcription Disclaimer
The Software Service is designed as an educational tool to support students in receiving live translation of teacher instruction by transmitting classroom audio to a third-party translation service. The third-party provider is solely responsible for delivering translation and transcription services.
Company:
- Does not provide translation services;
- Does not guarantee the number of translated languages available at any given time;
- Does not guarantee the quality, speed, or availability of translations;
- Does not monitor or restrict audio transmitted to third-party translation services for purposes of copyright enforcement or criminal investigation;
- Does not retain audio or transcription data beyond what is operationally necessary to provide the Service.
CLEAR Connect utilizes automated translation and transcription technologies. Accordingly:
- The Company does not guarantee 100% accuracy of translations or transcriptions;
- Certified human translation is recommended for legal, medical, or other high-stakes documentation;
- The Company is not liable for decisions made solely based on automated output;
- The Service is intended to supplement instructional access and is not a replacement for certified interpretation services where such services are legally required (including, where applicable, IDEA, Title VI, and Section 504 obligations).
Customer is solely responsible for maintaining any required active account(s) with third-party translation providers and for ensuring compliance with applicable laws governing translation services.
Service Availability
The Software Service is provided on an “as available” basis. The Company:
- Does not guarantee uninterrupted or error-free service;
- May conduct updates or maintenance as needed;
- May modify features or functionality to improve performance or usability.
Beta and Preview Features. Company may, from time to time, designate certain features as “beta,” “preview,” “early access,” or similar. Such features are provided “as-is”, may be unstable, and may be modified or discontinued at any time. They are excluded from any service-level commitments and from any warranties under these Terms.
Restrictions on Use of the Software Service
Except as authorized herein or with our prior written approval, You are prohibited from copying, modifying, displaying, distributing, transmitting, transferring, redelivering, publishing, selling, marketing, renting, leasing, licensing or sublicensing, creating derivative works, or otherwise using or making available to any third party our Software Service or any of its content for any purpose. Systematic retrieval of data from the Software Service or the content thereon to create or compile, directly or indirectly, a collection, compilation, database, or directory, unless with our express written permission, is prohibited. You agree that You will not, directly or indirectly, reverse engineer, decompile, reproduce, or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology included in our Software Service. Any attempt to do so is a violation of our rights, and if You breach this restriction, You may be subject to prosecution and damages. Finally, You are strictly prohibited from accessing and/or using the Software Service or any of its content to develop, or have a third party develop, a product or service that is similar or competitive to the Software Service.
Digital Millennium Copyright Act Notice
If You believe that Your intellectual property rights have been violated by our Software Service, please contact our copyright agent as follows:
Audio Enhancement, Inc. c/o Strong & Hanni, PC 102 S. 200 E, Ste. #800 Salt Lake City, UT 84111
And provide the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon;
- Identification of or a representative list of the work You believe has been infringed upon;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate said material;
- Information reasonably sufficient to permit us to contact You;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that has been allegedly infringed upon.
Indemnification
To the fullest extent permitted by applicable law, You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your misuse of the Software Service; (b) Your violation of this Agreement; (c) Your violation of any rights of another party, including any Users; or (d) Your violation of any applicable laws, rules, or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Company in asserting any available defenses. The provisions in this section will survive any termination of this Agreement or Your access to the Software Service.
Disclaimer of Warranty
YOUR USE OF OUR SOFTWARE SERVICE AND ANY OF THE CONTENT THEREIN IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES IN CONNECTION WITH OUR SOFTWARE SERVICE AND ANY OF THE CONTENT THEREIN. OUR SOFTWARE SERVICE AND ALL CONTENT IS PROVIDED “AS IS”, “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES THAT OUR SOFTWARE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE FROM ERRORS, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM MALICIOUS SOFTWARE, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PARTY SHALL CREATE ANY SUCH WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THE ABOVE DISCLAIMER OF THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE DOES APPLY TO YOU BUT DOES NOT LIMIT OUR LIABILITY FOR A VIOLATION OF A STATUTORILY IMPOSED DUTY.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR, ANY LOSSES, DAMAGES, INJURIES, CLAIMS, OR OTHER LIABILITY OF ANY KIND, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESSING OR USING OR INABILITY TO ACCESS OR USE ALL OR ANY PART OF ANY OF OUR SOFTWARE SERVICE OR ANY OF THE CONTENT THEREIN, OR YOUR RELIANCE ON THE SOFTWARE SERVICE AND ANY CONTENT THEREIN, OR ANY FAILURE OF PERFORMANCE, ERROR, INTERRUPTION, DEFECT, DELAY IN TRANSMISSION, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR LINE OR SYSTEM FAILURE ASSOCIATED WITH THE SOFTWARE SERVICE AND ANY OF ITS CONTENT, REGARDLESS OF OUR NEGLIGENCE AND/OR KNOWLEDGE THEREOF.
UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID TO COMPANY BY CUSTOMER FOR THE SOFTWARE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LAW IN CERTAIN STATES, INCLUDING NEW JERSEY, MAY NOT ALLOW THE DISCLAIMER OR EXCLUSION OF ANY OR ALL OF SUCH LIABILITY, AND AS SUCH, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NEW JERSEY, THIS PROVISION DOES NOT LIMIT OR EXCLUDE OUR LIABILITY FOR OUR OWN INTENTIONAL TORTS, WILLFUL OR RECKLESS CONDUCT, GROSS NEGLIGENCE, OR VIOLATION OF A STATUTORILY IMPOSED DUTY.
CLEAR Connect is a supplemental instructional tool and is not intended to replace emergency communication systems or certified interpretation services where legally required.
Termination
At its sole discretion, Company may modify or discontinue the Software Service, or may modify, suspend, or terminate Your access to the Software Service, with or without notice to You and without liability to You or any third party, where:
- These Terms are violated;
- Payment obligations are unmet;
- The Service is misused.
Company will not be responsible for refunding or otherwise paying any funds, amounts, or credits that may be owed to You if we have suspended or terminated Your permission to use the Software Service for cause. In addition to suspending or terminating Your access, Company reserves the right to take appropriate legal action, including civil, criminal, or injunctive redress. Even after Your right to use the Software Service is terminated, this Agreement will remain enforceable against You and unpaid amounts You owe to Company for any purchases will remain due.
Upon termination, access to administrative dashboards and session-initiation privileges will be revoked. Company will, on Customer’s written request, return or delete Customer Data and Student Data as set forth in Section 9 (Privacy & Data Protection).
Dispute Resolution
The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”) will be resolved exclusively in accordance with the procedures set forth in this Section. Upon the occurrence of a Dispute, the aggrieved party shall provide written notice to the other party describing the nature of the Dispute in reasonable detail. Upon receipt of such notice, representatives of each party with authority to resolve the Dispute shall meet and confer, whether in person, by telephone, or by videoconference, within fifteen business days of delivery of the notice and shall negotiate in good faith to attempt to resolve the Dispute.
If the Parties are unable to resolve the Dispute through good faith negotiation, either Party may escalate the Dispute to mediation before a mutually agreed upon mediator.
Unless otherwise agreed, mediation shall be conducted in Salt Lake County, Utah. The costs of mediation, including the mediator's fees, shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. All statements, offers, negotiations, and proceedings in connection with mediation are confidential and will not be admissible as evidence or disclosed in any subsequent proceeding, except as otherwise required by applicable law.
If the Dispute is not resolved through mediation, either Party may pursue litigation in a court of competent jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State and Federal courts in Salt Lake County, Utah for the resolution of any such Dispute, and each Party waives any objection it may have to the laying of venue or personal jurisdiction in such courts.
Completion of the negotiation and mediation procedures set forth above is a condition precedent to initiating litigation with respect to any Dispute, except that either Party may seek emergency or interim injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first exhausting such procedures.
To the fullest extent permitted by applicable law, each party agrees that any claim or dispute arising out of or relating to this Agreement or the Software Services must be brought solely in that party's individual capacity. Neither party may bring or participate in any class action, collective action, consolidated action, or representative proceeding against the other. Each party expressly waives any right to bring or join such an action. This waiver applies regardless of the forum in which the claim is pursued and survives termination or expiration of this Agreement.
Governing Law and Venue
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Utah, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Accessibility
Company is committed to making the Software Service accessible in conformance with the Americans with Disabilities Act (ADA), Section 504 of the Rehabilitation Act, Section 508, and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, where reasonably feasible. Accessibility concerns or requests for accommodations should be sent to support@audioenhancement.com.
Force Majeure
Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, nuclear or mine subsidence, named storms, pandemics, or materials.
Miscellaneous
Electronic communications. The communications between You and Company use electronic means. For contractual purposes, You (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to this Agreement that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document.
Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Company’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void.
Notice. Where Company requires that You provide an e-mail address, You are responsible for providing Company with Your most current e-mail address. You may give notice to Company at: Audio Enhancement, Inc., c/o Casey Jones, 102 S. 200 E, Ste. #800, Salt Lake City, UT 84111.
No waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Survival. The provisions of Sections 8 (Intellectual Property), 9 (Privacy & Data Protection), 14 (Indemnification), 15 (Disclaimer of Warranty), 16 (Limitation of Liability), 18 (Dispute Resolution), 19 (Governing Law), and any provision that by its nature should survive, will survive termination of this Agreement.
Entire agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Company is a registered business in Utah, USA.
Contact
Audio Enhancement, Inc. 9858 South Audio Drive West Jordan, UT 84081 Toll Free: 800.383.9362 · Support: 800.932.3578 General: Support@AudioEnhancement.com