Effective Date: 14th May 2016

Welcome to Ed Microlearning (“Ed”, “we”, ”our” or “us”). These Terms of Service (“Terms of Service” or “Terms”) govern your access and use of the Ed Learning Management System, including but not limited to related software, technology and content (“Ed LMS”). You must agree to be bound by these Terms in order to use Ed LMS, please review them carefully.

These Terms are applicable to and binding on: (a) “Account Holder” – customers who set up the Ed LMS account and are responsible for paying for the LMS services; (b) Users that are granted administrative privileges by the Account Holder (“Administrative Users”); and (c) Users who are granted access to Ed LMS by the Account Holder or an Administrative User (“End Users”) Collectively, Account Holders, Administrative Users and End Users may be referred to as “Users”, “you’ or “your”. The Account Holder is responsible for the End Users access and use of Ed LMS.

Your use of, and participation in some services provided by Ed maybe subject to additional terms. Such additional terms shall either be listed on our site www.edapp.com (“Site”), or will be presented to you for your acceptance when applicable. If you have a separate agreement with us for specific services, in the event of a conflict of terms, that agreement will prevail.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Users and affiliates, if applicable. You acknowledge that these Terms are a legally binding contract between you and Ed and govern your use of the Ed LMS. As Ed evolves, or to comply with any legal obligations, we may make changes to these Terms. If we make a material change, we will try to give you reasonable notice either by emailing the Account Holder or by posting a notice on our Site. You can review the most current version of these Terms by visiting the Site at any time. The revised terms will become effective on the date set forth in the notice, or at the beginning of the document, and your use of the Ed LMS after this date will constitute your acceptance of the revised terms.

When you set up your account with Ed LMS, you will identify the Account Holder and provide an email address for primary contact. You may request as many Users under your Account as you need, and will be billed on a monthly basis for all Users that have accessed Ed LMS in the preceding month. Ed reserves the right to deactivate and delete a User or account and terminate these Terms at any time for any reason, or no reason, with or without notice. Ed may, in its sole discretion, delete a User or account for prolonged inactivity, without any obligation to maintain or return Your Data. Account Holders are responsible for maintaining the confidentiality of logins, passwords and account details, and for all activities that occur under that login or account, including the activities of all Users, regardless of whether such activity is authorised. You will promptly notify Ed of any unauthorised use of, or access to, Ed LMS. Account Holders should comply with and refer all Users to the Acceptable Use Policy (“AUP”) (Insert link).

Ed may choose to modify or discontinue certain offerings, including portions of the Ed LMS as we update our offerings and add more features. We may stop, suspend, or modify Ed LMS at any time without prior notice to you. Ed will provide you with access to the latest supported version of Ed LMS and will provide you with updates to the latest version, at which point Ed will no longer provide support for an earlier version of the LMS. The development, release, and timing of any future features or functionality described for our products and services remains at Ed’s sole discretion and may be altered or withdrawn at any time without notice.

Any software made available by or on behalf of Ed in connection with the LMS, including Ed’s mobile and desktop applications (“Software”) contains proprietary and confidential information that is protected by the applicable intellectual property and other laws. Except as expressly set forth herein, these Terms do not grant you any intellectual property rights in the Software, Ed LMS; and any suggestions, ideas, enhancements, feedback, recommendations, or any other information provided by you or any third party shall belong exclusively to Ed. These Terms do not grant you any rights to use the Ed trademarks, logos, domain names or any other brand features without Ed’s prior written consent.

Except as otherwise specifically agreed in writing, you shall not: (i) licence, sublicence, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or allow access or use by any third party so that it may commercially exploit Ed LMS, or allow access or use by any third party so that it may commercially exploit Ed LMS, in any way; (ii) modify or make derivative works based upon Ed LMS; (iii) create Internet links or frame or mirror Ed LMS on any other server or wireless or Internet-based device; (iv) reverse-engineer or access Ed LMS in order to (a) design or build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics; or (c) copy ideas, features, functions or graphics on Ed LMS, (v) interfere with or disrupt the integrity or performance of the LMS or the data contained therein; or (vi) attempt to gain unauthorised access to the LMS or its related systems or networks.

“Your Data” means any data and content you upload, post or otherwise make available on Ed LMS. You retain any intellectual property rights in Your Data and you, not Ed, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use Your Data. Ed shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Your Data. Ed reserves the right to withhold, remove, and/or discard Your Data without notice for any breach of these Terms including, without limitation, as a result of Account Holder’s nonpayment. You grant Ed permission to use Your Data for the purposes of operating and providing Ed LMS to you.

Account Holders will be responsible for selecting a payment plan and provide accurate credit card or other payment instrument information, and will promptly update Ed with any changes in such payment information. Account Holders agree to pay Ed in accordance with the pricing set forth on the Sales Order Form, and you authorise Ed, or its third party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms. You are responsible for the payment of any and all taxes assessed to you. If you dispute any charges you must inform Ed as soon as reasonably practicable, but within sixty (60) days’ of the date of the invoice from Ed. All amounts paid are non-refundable and we reserve the right to revise our prices in the future. If we increase our prices, we will give you prior notice of the change. Your continued use of Ed LMS after the change goes into effect constitutes your acceptance of the revised amount.

These Terms will continue in full effect unless and until your account, or these Terms, are terminated as provided herein. Service plans will automatically renew either monthly or annually depending on the payment plan you have selected. Account Holders will have the ability to deactivate Users and accounts at any time. All Ed’s accrued rights to payment shall survive the termination of these Terms.

You represent and warrant to Ed that you own all Your Data or have obtained all permissions, releases, rights or licences required to engage in your activities (and allow Ed to perform its obligations) on Ed LMS, without obtaining further releases or consents. You further represent and warrant that Your Data and your activities in connection with Ed LMS will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is unlawful or illegal. Ed retains the right (but not the obligation) to remove any of Your Data that violates these Terms or the AUP, or is otherwise objectionable. You bear all risks associated with the use of Your Data, including any reliance on its accuracy, completeness, or usefulness. You acknowledge, consent and agree that Ed may access, preserve and disclose Your Data if required to do so by law or in a good faith belief that such request is reasonably necessary.

In the event that Ed LMS is unavailable for any reason, Ed shall use reasonable efforts to provide you with advance notice. You acknowledge that certain events are beyond Ed’s control and accordingly, you bear sole responsibility for adequate security, protection and back up of Your Data. Ed shall have no liability to you for any unauthorised access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data at any time.

ED LMS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ED DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LMS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ED OR THROUGH THE LMS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ED BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ED’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You shall defend, indemnify, and hold harmless Ed from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Data, or your (and your Users’) use or misuse of Ed LMS. Ed shall provide notice to you of any such claim, suit or demand. Ed reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Ed’s defence of such matters.

All notices shall be in writing, personally delivered or sent by prepaid, registered or certified mail to: Ed Microlearning, Level 17, 205 E 42nd St New York 10017 Attention: Darren Winterford. Please specify your address for notices on the Sales Order Form.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of Ed to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such a right or provision.

These Terms constitute the entire and exclusive agreement between Ed and you with respect to Ed LMS and any other terms, other than pursuant to the Sales Order Form signed by both parties, shall have no effect.

These Terms are governed by and interpreted in accordance with the laws in force in New South Wales, Australia

No agency, partnership, joint venture or employment relationship is created as a result of these Terms and you do not have any authority of any kind to bind Ed in any respect whatsoever.