Edify End User Licence Agreement

1. Scope and Applicability

1.1. This End User License Agreement (“EULA”) between You (“Licensee”) and Edify Global Holdings Ltd. (“Licensor”) covers your use of the Edify Software Platform (“Edify”).

1.2. You agree to be bound by this EULA through:

a. Installing, copying, or otherwise using Edify

b. By executing a written copy of the agreement

c. By clicking the “I accept the terms…” checkbox on the Edify Installer Client

1.3. The Licensor reserves the right to update this Agreement at any time without any prior notice to the Licensee. The applicable and most current version of this Agreement is at the Licensee’s disposal at https://www.edify.ac/eula.

1.4 The Licensor reserves the right to change the licencing model(s) and access protocols for the product and will endeavour to notify users well in advance of any changes to this effect where appropriate and practicable.

1.5 The Licensee agrees and acknowledges that the terms and conditions in this Agreement will prevail over any other Software License agreement which are applicable to Edify licenses granted to the licensee.

1.6 If the Licensee is not willing to be bound by the terms of this Agreement, they should not install, copy or use Edify.

2. Use of Data

2.1. The Licensee allows Edify to collect general, anonymized usage statistics and analytics to improve the product. If in case the Licensee wants to opt out to the collection of data, he/she may contact us at support@edify.ac.

2.2 The Licensee allows Edify to send information regarding the user’s systems to help aid the development of the platform and provide support to the licensee.

3. Costs

3.1. The licensee will be advised if there are additional license costs associated in using other functionalities of Edify.

3.2. Storing of user generated lesson files and assets in Edify’s cloud storage may incur non-recurring, variable costs.

3.3. The licensee will be advised of any costs that will be incurred either at the point of purchase, or in advance of transferring any Edify lesson data or assets to the cloud

4. Grant of Licence

4.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable licence (without the right to sublicense) to use Edify in accordance with, if any, the Documentation.

5. Restrictions on Grant

5.1. Except as otherwise specifically permitted in this Agreement, the Licensee may not:

a. modify or create any derivative works of Edify software or documentation, including - without limitation - translation or localisation; (code written to published APIs (Application programming interfaces) for Edify shall not be deemed derivative works);

b. copy Edify except as provided in this Agreement or elsewhere by the Licensor;

c. separate the Edify into its component parts;

d. reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for Edify (except to the extent applicable laws specifically prohibit such restriction);

e. redistribute, encumber, sell, rent, lease, sublicense, use Edify in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. The Licensee may NOT transfer Edify under any circumstances;

f. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Edify

g. publish or make public any results of benchmark tests run on Edify to a third party without the Licensor’s prior written consent.

6. Edify Support

6.1. The Licensor is under no obligation to:

a. provide any technical support under the terms of this licence and to;

b. continue to develop, support, repair, offer for sale or in any other way continue to provide or develop Edify either to the Licensee or to any other party, and/or provides no assurance that any specific errors or discrepancies in Edify will be corrected.

6.2 The Licensee may avail themselves of standard, remote helpdesk support from the Licensor by submitting support requests to support@edify.ac. The Licensor make no service level commitment viz a vie a response or resolution timescale for any such requests, unless agree and stated otherwise with the Licensee.

7. Policies

7.1. Edify’s Privacy Policy (available at http://www.edify.ac/privacy) applies to the Edify. The Licensee acknowledges and agrees that by using the Edify, the Licensor may receive certain information about the Licensee or its users. including personally identifiable information. and the Licensee hereby consents on behalf of such users to the Licensor’s collection, use and disclosure such information in accordance with the Privacy Policy.

7.2. Edify’s Acceptable Use Policy (available at http://www.edify.ac/acceptableuse) applies to the Edify. The Licensee acknowledges and agrees that by using the Edify, the Licensee will be bound by the terms of this policy.  Serious or repeated breaches of the Acceptable Use Policy by the Licensee will result in the termination of the Edify licence.

8. Ownership and Copyright

8.1. Title to Edify and all copies thereof remain with the Licensor. Edify is the copyright work of the Licensor. The Licensee will not remove copyright notices from Edify. The Licensee agrees to prevent any unauthorized copying of Edify. The Licensor does not grant any express or implied right to the Licensee under the Licensor's patents, copyrights, trademarks, or trade secret information.

8.2 By submitting or posting content on or through Edify using any available ‘public’ publishing mode compiled or offered in the platform, the Licensee grants the Licensor a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute Licensee content (including its name and image) in any and all media or distribution methods (existing now or later developed). This includes using such content for marketing purposes. The Licensee also waives any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law and also agrees to all such uses of such content with no compensation paid to it. By submitting or posting content on or through Edify in ‘public’ or ‘private’ publishing mode, the Licensee represents and warrants that it has all the rights, power, and authority necessary to authorize the Licensor to use any such content.

9. Disclaimer of Warranties

9.1. Edify and, if any, documentation are licensed “as is”, and the licensor disclaims any and all other warranties of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, suitability, usability or fitness for a particular purpose, merchantable quality, title or noninfringement of third party rights, to the extent authorized by law.

9.2. Without limitation of the foregoing, the licensor expressly does not warrant that Edify will meet the licensee’s requirements or that operation of Edify will be uninterrupted or error free. Edify is being provided to the licensee “as is” without warranty of any kind. The licensee assumes all responsibility for selecting Edify to achieve its intended results, and for the results obtained from its use of Edify. The licensee shall bear the entire risk as to the quality and the performance of Edify.

9.3 Any download and use of Edify is done at the licensee’s own risk and the licensee will be solely responsible for   any damage to - without limitation - any computer system or loss of data that results from such activities. Should it prove defective, the licensee assumes the cost of all necessary servicing, repair and/or correction. It is therefore up to the licensee to take adequate precaution against possible damages resulting from Edify.

10. Limit of Liability

10.1. In no event will the licensor be liable to the licensee or any party for - without limitation - any loss of use; interruption of business; or any direct; indirect; special; incidental; exemplary or punitive or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract; tort (including negligence); strict Edify liability or otherwise; whether arising out of the use or inability to use edify (including but not limited to loss of data or data being rendered inaccurate or losses sustained by the licensee or third parties or a failure of Edify to operate with any other programs), even if the licensor has been advised of the possibility of such damages.

11. Governing Law and Choice of Forum

11.1. This Agreement shall be governed by and interpreted in accordance with English law. Each party agrees that any claim, action or proceeding arising out of or in connection with this agreement may be brought in the courts of England.

12. Entire Agreement

12.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between the Licensee and the Licensor with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorized representative of the Licensor.