Edify Beta End User Licence Agreement

Sublime Digital Ltd (theLicensor) licenses the Edify Beta Software Platform (“Edify Beta”) to the Licensee subject to the terms contained in this beta testing license agreement (this “Agreement”). Read the terms and conditions of this Agreement carefully before installing, copying, and/or using Edify Beta and, if any, the accompanying documentation.

Edify Beta is the copyright work of the Licensor and it is made available to the Licensee under this Agreement for testing purposes only. Edify Beta has not been released for sale, distribution or usage for the general public.

By clicking the “I accept the terms...” checkbox on the beta tester page, by executing a written copy of this Agreement, by installing, copying or otherwise using Edify Beta, the Licensee is considered to have read and the Licensee agrees to be bound by the terms of this Agreement. If the Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use Edify Beta.

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

http://www.edify.ac/eula

The Licensee agrees and acknowledges that the terms and conditions in this Agreement has no effect nor any influence or any connection with – if any – any other Software LicenceAgreement which are applicable to Edify Beta licences granted to the Licensee.

1. Edify Beta Disclaimer

1.1. EDIFY BETA AS LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  ACCORDINGLY, IT IS LIKELY TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENCE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. THE LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF EDIFY BETA AND/OR ACCOMPANYING MATERIALS AND DOES SO ENTIRELY AT ITS OWN RISK.  IF YOU DO NOT ACCEPT THIS YOU SHOULD NOT INSTALL, COPY AND/OR USE EDIFY BETA

2. Confidentiality & Confidential content accessible only to invited Licensees

2.1. This Beta Licensed Software can be accessible only to Licensees who are invited to test for using pre-release Edify Beta and providing feedback to the Licensor. All information available concerning Edify Beta is confidential information of the Licensor.

2.2 The Licensor encourages the Licensee to publicise its participation in the Edify Beta Program in social media.  The Licensee is permitted to share lesson videos, screenshots and other similar examples of teaching using Edify Beta on social media but is responsible for ensuring that any natural person whose image appears in such images consents to such publication and shall indemnify the Licensor for its failure to do so.

3. Feedback

3.1. It is expressly understood, acknowledged and agreed that the Licensee shall, regardless of whether or not formally requested to do so, provide to the Licensor reasonable suggestions, comments and feedback regarding Edify Beta, including but not limited to usability, bug reports and test results (collectively, “Feedback”).

If the Licensee provides such Feedback to the Licensor, the Licensee shall grant the Licensor the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid uprights: to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Licensor technology, service, specification or other documentation to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of that service; solely with respect to the Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and to sublicense to third parties any claims of any patents owned or licensable by the Licensee that are necessarily infringed by a third party technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Sublime Digital Ltd technology or service.

3.2. Further, the Licensee warrants that its Feedback is not subject to any licence terms that would purport to require the Licensor to comply with any additional obligations with respect to any technology or service that incorporate any Feedback.

3.3. Should Licensee encounter any bugs, glitches, lack of functionality or other problems on the website, please let the Licensor know immediately so it can be rectified accordingly. TheLicensee can submit its requests and issues to support@edify.ac. The Licensee’s help in this regard is greatly appreciated.

4. Grant of Licence

4.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee anon-exclusive, non-transferable licence (without the right to sublicense)  to use Edify Beta in accordance with, if any, the Documentation solely for purposes of internal testing and evaluation.

5. Restrictions on Grant

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

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

·      copy Edify Beta except as provided in this Agreement or elsewhere by the Licensor;

·      separate the Edify Beta Software Platform into its component parts;

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

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

·      remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Edify Beta software or documentation;

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

6. Edify Beta Support

6.1. The Licensor is under no obligation i) to provide any technical support under the terms of this licence, (ii) to continue to develop, support, repair, offer for sale or in any other way continue to provide or develop Edify Beta either to the Licensee or to any other party ,and/or (ii) provides no assurance that any specific errors or discrepancies in Edify Beta will be corrected.

7. Policies

7.1. Edify’s Privacy Policy (available at http://www.edify.ac/privacy) applies to the Edify Beta. TheLicensee acknowledges and agrees that by participating in the Beta Program orby using the Edify Beta, 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 UsePolicy (available at http://www.edify.ac/acceptable-use) applies to the Edify Beta. The Licensee acknowledges and agrees that by participating in the Beta Program or by using the Edify Beta, 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 Beta licence.

8. Ownership and Copyright of Beta Licensed Software

8.1. Title to Edify Beta and all copies thereof remain with the Licensor. Edify Beta is the copyright work of the Licensor. The Licensee will not remove copyright notices from Edify Beta. The Licensee agrees to prevent any unauthorized copying of Edify Beta. 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 Beta in ‘public’ publishing mode, 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 Beta 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. Term of this Agreement

9.1. The Licensee’s rights with respect to Edify Beta will terminate six months after start of the grant of the licence.

9.2. Upon any expiration or termination of this Agreement, the rights and licences granted to the Licensee under this Agreement shall immediately terminate, and the Licensee shall immediately cease using, and will return to the Licensor (or, at the Licensor's request, destroy), Edify Beta, if any, the Documentation, and all other tangible items in the Licensee’s possession or control that are proprietary to or contain Confidential Information of Edify Beta.

10. Disclaimer of Warranties

10.1. EDIFY BETA 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 NON INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.

10.2. WITHOUT LIMITATION OF THE FOREGOING, THE LICENSOR EXPRESSLY DOES NOT WARRANT THAT EDIFY BETA WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT OPERATION OF EDIFY BETA WILL BE UNINTERRUPTED OR ERROR FREE. EDIFY BETA IS BEING PROVIDED TO THE LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. THE LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING EDIFY BETA TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF EDIFY BETA. THE LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY ANDTHE PERFORMANCE OF EDIFY BETA.

10.3. ANY DOWNLOAD AND USE OF EDIFY BETA 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 BETA. SOFTWARE IN BETA TESTING SHOULD FOR EXAMPLE NOT BE USED ON SENSITIVE AND/OR VALUABLE DATA.

11. Limit of Liability

11.1. 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 BETA LIABILITY OR OTHERWISE; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE EDIFY BETA (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 BETA TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Governing Law and Choice of Forum

12.1. 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.

13. Entire Agreement

13.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between theLicensee 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 anauthorized representative of the Licensor.