Licence Agreement

1.  Licence

1.1 eduMe grants Customer a limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to use the eduMe Learner platform and eduMe Admin Panel from the StartDate to the termination of this Agreement for the internal business purposes of Customer.

1.2 Customer shall limit the use of the Platform to employees and contractors of the Permitted Brands and to the number of Licences that are specified in the Order Form.

1.3 All rights not expressly granted to Customer are reserved by eduMe.

2. Fees

2.1. Fees shall be payable by Customer in advance, subject to receipt of a valid invoice from eduMe.

2.2. All fees quoted in the Order Form are exclusive of sales taxes.

2.3. Customer shall pay all undisputed invoices within 30 days of receipt. All payments must be made without demand, deduction, withholding, set-off or counterclaim.

2.4. If Customer disputes an invoice it must notify eduMe within 10 Business Days of the date of receipt of the invoice.

2.5. Any undisputed amounts not paid when due will be subject to interest at a rate of 5%, calculated on a daily basis.

2.6. After the Initial Term, Fees shall automatically increase by 2% over the Initial Term or any Renewal Term on each anniversary of the Start Date.

3. Warranties and Disclaimer

3.1. Customer represents and warrants (and, where applicable, will procure similar representations and warranties from any Users) that:

3.1.1. any content hosted on the Platform will not be defamatory, offensive or breach the intellectual property rights of any third party;

3.1.2. it will not share any login details or otherwise enable unlawful access to the Platform by any other person;

3.1.3. it will not data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Platform for any purpose;

3.1.4. it will not decompile, disassemble, translate, replicate or otherwise reverse engineer any portion of the Platform, including any source code, object code, algorithms, methods, processes or techniques used or embodied in them;

3.1.5. it will not use the Platform to provide services to third parties;

3.1.6. it will comply with any documentation provided by eduMe to Customer from time to time;

3.1.7. it will not solicit any employees or contractors of Customer during the term of this Agreement or for a period of 12 months after it has terminated.

3.2. eduMe represents and warrants that the Platform will not infringe the Intellectual Property Rights of any third party.

3.3. Each party warrants and represents to the other that:

3.3.1. will comply with all applicable laws including, but not limited to, the Data Protection Laws, in carrying out its obligations under this Agreement;

3.3.2. it has the full legal capacity, power and authority to enter into this Agreement;

3.3.3. this Agreement is legally binding on it and enforceable against it; and

3.3.4. its representatives are properly authorised to undertake the actions that they undertake.

3.4 Except as expressly warranted in this Agreement, and except to the extent prohibited by law, eduMe disclaims all implied representations and warranties regarding the Platform including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. eduMe makes no representation that the Platform will be error-free, correct, accurate, complete, reliable, secure, current or up-to-date.

3.5 Customer acknowledges that it has not relied on any representation made by eduMe which has not been expressly stated in this Agreement (including any descriptions or specifications contained in any document made available by eduMe outside of this Agreement).

4. Security

4.1. Customer shall ensure (and will procure that each User shall ensure) that it will not:

4.1.1. introduce any publicly known malware to the Platform;

4.1.2. seek to circumvent or violate any data security measures employed by eduMe;

4.1.3. attempt to test the vulnerability of the Platform or otherwise attempt to breach eduMe’s security processes; or

4.1.4. share any login details to access the Platform with third parties.

4.2. If the service provided uses an integration where the integration partner provides eduMe with credentials to access and update Customer data, eduMe will take appropriate measures to safeguard such credentials and will only use such credentials as required for the functionality of integrations that the Customer has chosen to use, or at the explicit request of the Customer.

5. Indemnity

5.1. eduMe shall indemnify Customer and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from eduMe’s breach of clause 3.2.

5.2. Customer shall indemnify eduMe and hold eduMe and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from Customer’s breach of clause 3.1.

5.3. The obligations under the foregoing indemnities are subject to the condition that the indemnified party gives the indemnifying party prompt written notice of any claim or action for which indemnity is sought, gives the indemnifying party control of the defence and provides all reasonable co-operation to the indemnifying party.

6. Limitation of Liability

6.1. Notwithstanding any other clause in this Agreement but subject to clause 6.3, each party’s maximum aggregate liability to the other party and its Affiliates for any claim or loss arising directly or indirectly in connection with this Agreement shall be capped at the amount of Subscription Fees actually paid to eduMe by Customer in the 12 months preceding the date of the claim.

6.2. Notwithstanding any other clause in this Agreement but subject to clause 6.3, neither party shall be liable to the other party or its Affiliates for any consequential, special, incidental, or indirect damages or loss of profits arising from or related to this Agreement, under any cause of action or theory of liability and irrespective of whether the party has been advised of the possibility of any such loss or damage.

6.3. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, in connection with any indemnity, or any matter which cannot be limited or excluded by law.

7. Term and termination

7.1. This Agreement shall continue for the Initial Term after which it shall automatically renew for additional periods of 12 months (each a “Renewal Term”) unless either party provides the other with at least ninety (90) days’ written notice prior to the commencement of a renewal term.

7.2. This Agreement may be terminated by either party immediately on written notice to the other if:

7.2.1. the other party materially breaches any of its obligations under this Agreement (including non-payment of Subscription Fees) and such breach remains uncured for 30 days following receipt of written notice by the non-breaching party; or

7.2.2. the other party is insolvent or subject to a winding up petition.

7.3. Upon termination of this Agreement for any reason, the licence granted under this Agreement and Customer’s access to and use of the Platform shall immediately cease.

7.4. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

7.5. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

8. Suspension

8.1. eduMe may, in its sole discretion, suspend access to the Platform or provision of the Services without liability to Customer:

8.1.1. if Customer is in breach of this Agreement;

8.1.2. if an event of Force Majeure occurs; or

8.1.3. if it has any reasonable systems or security concerns; or

8.1.4. due to any scheduled or emergency maintenance, system updates or upgrades to the Platform.

8.2. eduMe will give as much notice to Customer of any suspension as it considers reasonable in the circumstances.

9. Confidentiality

The parties agree to treat all information that should reasonably be considered as confidential, including, without limitation, trade secrets, technology, information relating to business operations and strategies, and information relating to customers, pricing and marketing (“Confidential Information”) in the strictest confidence. Neither party shall disclose any Confidential Information unless they have received the prior written consent of the other party, it is required by law or an applicable regulator, or the information is already in the public domain.

10. Intellectual Property

10.1. Nothing in this Agreement assigns or transfers to the Customer any rights, title or interest (including any Intellectual Property Rights) in the Platform.

10.2. All Intellectual Property developed or created by eduMe in connection with the Platform shall be owned by eduMe. Customer hereby assigns all right, title and interest in and to such Intellectual Property to eduMe with full title guarantee.

10.3. All Intellectual Property in the content hosted on behalf of the Customer on the Platform shall be owned by Customer.

10.4. eduMe shall have the right to use data output from the Platform for its own internal business purposes provided that it has been anonymised.

10.5. If at any time all or any part of the Platform becomes subject to any infringement claim, eduMe may, at its own expense and option, elect to:

10.5.1. modify or replace the affected software so that it is non-infringing; or

10.5.2. obtain for Customer the right to continue using the Platform.

10.6. If neither of the options at clause 10.5 are, in eduMe’s opinion, commercially reasonable, eduMe shall have the right to terminate this Agreement on written notice.

11. Marketing Activities

During the Term, eduMe may refer to Customer in its marketing, promotional, and other communications, including placing a copy of Customer’s logo or other trade marks on eduMe’s website(s) to identify Customer as a customer and issuing a press release.

12. Miscellaneous

12.1. eduMe may modify these terms and conditions from time to time by posting an updated version on the eduMe website. Any material modifications will be sent by email 30 days before they take effect.

12.2. All notices shall be in writing and delivered by post or email to the address of the respective party on the Order Form. Any notice delivered by post must also have a copy sent via email.

12.3. This Agreement, including the Order Form, constitutes the entire agreement between the parties about its subject matter. In the event of any conflict between the Terms and Conditions and any Order Form, the Order Form shall take precedence.

12.4. No variation of this Agreement will be binding unless it is in writing and signed by the Parties.

12.5. Neither party may assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld) provided that assignments incidental to a sale of all or substantially all assets by either party shall not require any such consent and, in the case of eduMe, assignment to an Affiliate shall not require any such consent. eduMe shall have the right to sub-contract any of its obligations under this Agreement provided that eduMe remains solely liable to Customer for the provision of any such obligations in accordance with this Agreement.

12.6. If any clause is held by a court to be unenforceable, that clause shall be deleted from this Agreement.

12.7. A party’s delay to pursue remedies for a default does not amount to a waiver of any obligation of the other party.

12.8. Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Each party to this Agreement is an independent contractor and neither party has any authority to bind the other.

12.9. This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England.

13. Definitions

Affiliate means any company, corporation, partnership or other business organization or entity which, directly or indirectly, controls, is controlled by, or is under common control with another company, corporation, partnership or entity;

Agreement means these terms and conditions and the Order Form;

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by law to be closed in England and Wales;

Confidential Information shall be as defined in clause 9;

Data Protection Laws means Directive 95/46/EC including as implemented by the Data Protection Act 2018, Regulation (EU) 2016/679, and any other laws relating to the processing of Personal Data under this Agreement including the Privacy and Electronic Communications (EC Directive) Regulation 2003 and all related regulations, guidance and codes of practice issued from time to time by a relevant data protection supervisory authority;

Fees means the fees as set out in the Order Form;

Force Majeure means any circumstances beyond a party’s control including strikes or industrial disputes, acts of God, acts of government, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data;

Initial Term means the period of time from the Start Date as set out on the Order Form;

Intellectual Property means all intellectual property rights including patents, trade secrets, trade marks, service marks, trade or business names, copyright and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, ideas, algorithms, processes, specifications, moral rights, design rights, domain names, know-how, database rights and semi-conductor topography rights, software, source and object code and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered, the right to sue for passing off or unfair competition and all rights or forms of protections of a similar or equivalent form in any relevant jurisdiction and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order Form means the order form entered into between eduMe and Customer;

Renewal Term shall be as defined in clause 7.1;

Start Date means the date specified on the Order Form;

Term means the Initial Term plus any Renewal Terms; and

User means an individual who has been granted a login to access the Platform by Customer.