These are the Terms of Service (the "Terms") for using the ‘PROLOQUO’ and ‘PROLOQUO COACH’ applications (collectively referred to as the “Application”), as offered by AssistiveWare B.V., having its office at the Laurierstraat 193 (1016 PL) in Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under number 34323889 in these Terms hereafter referred to as “Provider”.

By accessing or using the Application, you accept the applicability of these Terms, which will also need to be actively accepted through ‘opt-in’ when accessing the Applications for the first time. You can also view or download the Terms from our website at assistiveware.com/proloquo-terms or request that they are sent to you.

  1. DEFINITIONS
    1. In these Terms, words written with capitals and not defined elsewhere will have the following meaning:
      1. AAC Account: means the AAC User’s data, the Classroom's data or the AAC professional's data, including customizations, settings, activity and the AAC Team composition, which is controlled by the AAC Team Admin.
      2. AAC Professional: means any person who works with AAC Users as part of their occupation, and any person who has an interest in Augmentative and Alternative Communication as part of their work or study.
      3. AAC User: means the person who uses the Application to support their communication, or the person who uses the Application for their personal use.
      4. AAC Team Admin: means the person or persons who have primary control over the Application's use, settings and AAC Account.
      5. AAC Team Member: means the person or persons who have access to and insight into the User Data. This access is given to communicate with the AAC User, to support their communication with the AAC User, and to monitor the AAC User’s progress.
      6. Application: means the ‘PROLOQUO’ and the complementary ‘PROLOQUO COACH’ applications as developed and offered by Provider under these Terms and subject to an active Plan.
      7. App Store: means Apple’s store for iOS and iPadOS apps, and Apple’s store for macOS applications.
      8. Classroom: means a class of children or students that is taught collectively, and the adults working in that class.
      9. Business Day: means any weekday (Monday to Friday), that is not a bank holiday or public holiday in the Netherlands;
      10. Business Hours: means the hours of 09:00 to 17:00 CET on a Business Day;
      11. Force Majeure: means an event, or a series of related events, that is outside the reasonable control of Provider, including but not limited to: i) war, disasters, explosions, fires, floods, riots and terrorist attacks; ii) governmental measures or boycotts; iii) failures of the Internet or any public telecommunications network, failures of cloud providers (e.g. AWS), electricity failures; iv) hacker attacks, denial of service attacks, virus or other malicious software attacks or infections: v) failures of third party service providers; vi) strike actions; vii) pandemics.
      12. GDPR: means the General Data Protection Regulation (Regulation (EU) 2016/679).
      13. Intellectual Property: means any and all intellectual property rights, whether registered or unregistered, such as but not limited to patent rights, copyrights (including rights in source code and object code), database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill, rights in or in connection with know-how and trade secrets.
      14. License: means the right to use the Application for a fixed term.
      15. Plan: means either a Subscription or a License.
      16. Subscription: means right to use the Application for a limited period, which automatically renews unless terminated, as offered through App Store.
      17. Support: means support in relation to the use of the Application, and the identification and resolution of errors in the Application.
      18. Update: means a new version release of the Application.
      19. User: means the AAC User, the AAC Team Admin(s) and AAC Team Member(s) under the same Plan.
      20. User Data: means all data collected, stored or generated via use of the Application by the AAC User or AAC Team Member, excluding anonymized analytics data relating to the use of the Application and server log files.
    2. Unless the context shows otherwise, the defined concepts in the singular include also the plural and vice versa.
    3. Any reference to the words ‘written’ or ‘in writing’ will mean to include emails.
  2. GENERAL
    1. These Terms apply to the provision, use and availability of the Application. By accessing the Application the AAC Team Admin and/or AAC Team Member agree with and accept the applicability of these Terms. These Terms constitute the entire agreement between the Provider and the Users with regard to the use of and access to the Application.
    2. Additions to or deviations from these Terms shall only apply if and were agreed in writing with Provider.
    3. If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of these Terms will not be impaired thereby. In such event, Provider will replace the invalid provision with a provision that is valid and enforceable thereby taking into account the intention of the original provision.
    4. Provider is entitled to unilaterally amend the Terms at any time. The updated Terms will be communicated through a service email. In the event the AAC Team Admin and respective AAC Team Member(s) do not wish to accept the amended version of the Terms, the AAC Team Admin and respective AAC Team Member(s) should refrain from further using the Application.
    5. These Terms have also been drawn up for the benefit of: (a) all companies which Provider is affiliated with in a group, has or has had a management or cooperation agreement with including their directors and shareholders; (b) all directors, (former) employees and third parties (as well as their heirs) who work/have worked in any way for or were affiliated with or employed by Provider; and (c) all third parties Provider may engage in connection with the provision of the Application. The Terms apply as a third-party clause as referred to in Book 6, Section 253 of the Dutch Civil Code for the benefit of all persons and legal entities referred to in this clause. As a result they are entitled to invoke the respective provisions in these Terms as the occasion arises.
  3. AAC ACCOUNT
    1. After downloading the Application and accepting these Terms a Plan can be activated, and the Application can be used to set up an AAC Account, where the person who creates the AAC Account will be the first AAC Team Admin.
    2. The AAC Team Admin, independently or together with other appointed AAC Team Admins, is responsible for managing and controlling the AAC Account, and accepts responsibility for all activities that occur under that AAC Account.
    3. The AAC Team Admin will be independently responsible for ensuring compliance with the minimum (auxiliary) software or system requirements necessary for achieving interoperability with the Application. Provider does not warrant or represent that the Application will be compatible with any other software or systems or maintains such compatibility after an Update, unless explicitly indicated otherwise.
    4. Any information provided by the AAC Team Admin that is necessary for accessing and/or using the Application, shall be accurate, complete and up to date at all times. The AAC Team Admin also acknowledges and warrants that he, she or they is/are not a minor (<16 years), or that the AAC Team Admin has permission from their guardian(s) to act as AAC Team Admin for themselves. Provider withholds the right to (temporarily) suspend or terminate the AAC Account in the event Provider has reasonable grounds to suspect that the provided information is inaccurate or incomplete.
    5. The AAC Team Admin agrees not to disclose access links, passwords or other credentials in connection with the AAC Account to unauthorized third parties. If the AAC Team Admin becomes aware of a security breach or unauthorized use of the AAC Account, they agree to notify Provider immediately. Provider cannot and will not be held liable for any loss or damages resulting from the AAC Team Admin’s failure to maintain the secrecy or security of the AAC Account.
    6. The AAC Team Admin furthermore agrees to restrict access to any third parties.
  4. PLAN, FEES AND TERMINATION
    1. To access and use the Application, there has to be an active Plan in place. Any active Subscription to the Application grants the right to create and use one and only one AAC Account for either an AAC User, or an AAC Professional.
      1. Each active ‘Proloquo’ License to the Application grants the right to create and use one and only one AAC Account for either an AAC User, or an AAC Professional.
      2. Each active ‘Proloquo Teacher’ License grants the right to create and use one and only one AAC Account for a Classroom.
      3. Each active ‘Proloquo AAC Professional’ License grants the right to create and use one and only one AAC Account for an AAC Professional.
      4. Each active ‘Proloquo Promotional’ License grants the right to create and use one and only one AAC Account to assess the Application.
    2. With all Plans, except for the ‘Proloquo Teacher’ license, the Application may be used on the device(s) owned or in use by each of the AAC Team members.
    3. With an active ‘Proloquo Teacher’ license, the Application may be used on all devices owned or in use by the adults working in a Classroom, and on all devices available as shared devices in that Classroom. The ‘Proloquo Teacher’ license is not a license for personal use for all or any of the children or students in the Classroom.
    4. The applicable fees in connection with the Plan are generally to be paid in advance and are non-refundable, unless indicated or agreed otherwise.
    5. Subscription fees are payable through the App Store, License fees are payable directly, or via invoice and become due on the date specified therein. In the event of late payment or non-payment of Plan fees, Provider retains the right to immediately (temporarily) suspend or terminate the Plan and access to the Account and Application until all outstanding fees have been fully paid.
    6. A Subscription may include a free trial period. After this free trial period, the Subscription will become a paid subscription and renew automatically after the indicated period, unless terminated in accordance with the mechanism set out by the App Store.
    7. A License can be purchased for a specific fixed term. This time period starts upon activation of the License, that is when the License is used to create a new Account, or to continue with an already existing Account. The License terminates after the specified time, unless renewed. At expiration of a License, access to the Account will be revoked and the License will automatically terminate. The access and use of the Application will be suspended for that Account and may be restored during a grace period.
    8. Provider reserves the right to change applicable Plan fees at any time. The Plan fee as lastly applied will stay in effect for the duration of the relevant period in accordance with the Plan, and updated fees will apply to Plan renewals or new Plans for the Application. Where reasonably possible, Provider will provide prior notice of any upcoming changes in fees.
  5. APPLICATION AVAILABILITY AND USE RESTRICTIONS
    1. Subject to each User’s compliance with the Plan and these Terms, Provider grants each User with a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Application.
    2. Although Provider undertakes to provide and maintain the Application with the most reasonable care, the availability of the Application cannot be guaranteed at all times. The Application is provided ‘as is’ and ‘as available’. Provider does not guarantee that the Application shall at all times function without error or interruption, nor that it will be wholly free from defects, errors and bugs. The Users agree to indemnify and hold Provider harmless from and against any claim, demand, damages or costs (including attorneys’ fees) that arise or may arise out of the non-availability or malfunction of the Application.
    3. The Application is available for use by the Users for the period of the Subscription, or the period specified in the License. Upon the termination or expiration of the active Plan, regardless of the reason thereof, the right of the Users to use the Application immediately ceases.
    4. Provider offers Support to Users either via the Application, its website, or via email.
    5. The Users agree not to (and not to attempt to), either directly or indirectly:
      1. copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Application or any portion of the Application;
      2. conduct any systematic or automated data scraping, data mining, robots, spiders, or other systematic or automated data gathering and extraction tools by means of or in relation to the Application;
      3. infringe upon or violate Provider’s Intellectual Property or the Intellectual Property of third parties;
      4. remove or alter any copyright notices or other proprietary notices on or in the Application;
      5. engage in any activity that causes, or may cause, damage to the Application or impairment of the availability or accessibility of the Application;
      6. interfere with or circumvent the security features of the Application (or part thereof).
    6. Provider may suspend access to the Account and Application by the Users without prior notice if Provider reasonably believes that a User is acting in violation of the Terms. Provider cannot be held liable for damage or refund claims of the User as a result of any such suspension or termination.
    7. Provider also reserves the right to modify, discontinue or terminate, temporarily or permanently, the Application or any part thereof, for any reason and at any time. Provider cannot be held liable for damages or loss of one or more Users or any third party as a consequence of any such modification, discontinuance or termination.
  6. INTELLECTUAL PROPERTY RIGHTS
    1. All Intellectual Property Rights in and related to the Application shall exclusively vest in Provider or its licensors. The Users only acquire those rights of use that are explicitly granted under and in accordance with these Terms.
    2. Provider reserves any and all Intellectual Property Rights in and related to the Application or otherwise.
  7. PRIVACY
    1. Provider collects and processes personal data when a User accesses and uses the Application and/or submits requests for Support. Provider processes such personal data in accordance with the terms set out in the applicable Privacy Statement, as available on https://assistiveware.com/prol....
  8. LIMITATION OF LIABILITIES
    1. The total aggregate liability of Provider due to an attributable failure or due to any other legal reason whatsoever, shall at all times be limited to the applicable Plan fee received by Provider from the claiming User during the twelve (12) months prior to the event that caused the damage.
    2. Provider’s liability for indirect losses or damage, consequential loss or damage, or the damage, destruction or loss of User Data, in connection with the use or (temporary) unavailability of the Application, is expressly excluded.
    3. Provider shall furthermore never be liable for any damages and costs incurred by the User or any third party which are the result of Force Majeure.
    4. Except where performance by Provider is permanently impossible, Provider will only be in default for an attributable failure after it has been given written notice of the default thereby granting Provider with a reasonable term of at least thirty (30) days to remedy the default. The notice of default must contain a comprehensive and detailed description of the breach, in order to ensure that the Provider has the opportunity to respond adequately.
    5. The Users shall indemnify and hold harmless Provider from and against any and all claims, damages, losses or costs (including legal /attorney costs) of the Users or third parties arising from or in any way related to:
    6. a violation of these Terms by (one of) the Users;
    7. improper use of the Application;
    8. a violation of any laws, regulations or third party rights by (one of) the Users.
  9. APPLICABLE LAW
    1. These Terms have been construed and shall be exclusively governed by the laws of The Netherlands.
    2. To the extent legally permitted, any disputes between Provider and the Users regarding these Terms, the Plan or otherwise, may be brought before the Dutch court of Amsterdam.

Version 1.0 – October 2023