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END-USER LICENSE AGREEMENT (EULA) FOR SYLLABUX: AN AI-DRIVEN INTERACTIVE SCHOOL MANAGEMENT SYSTEM

1. INTRODUCTION

a. Purpose and Scope of Agreement

i. This End-User License Agreement (hereinafter referred to as the "Agreement") is entered into by and between Syllabux (hereinafter referred to as the "Licensor"), a corporation specializing in the development and distribution of educational technology software, specifically an artificial intelligence-driven interactive school management system known as "Syllabux," and the entity or individual agreeing to these terms (hereinafter referred to as the "Licensee").

ii. The purpose of this Agreement is to set forth the terms and conditions under which the Licensor grants the Licensee the right to use Syllabux (hereinafter referred to as the "Software"). This Agreement outlines the Licensee's rights and obligations with respect to the Software and includes terms regarding the license grant, intellectual property rights, limitations of liability, confidentiality, and other important provisions.

iii. The scope of this Agreement encompasses the licensing of the Software as a service (SaaS) product delivered through the Licensor's designated platforms or web interfaces. The Licensee is granted access to the Software in accordance with the subscription plan selected, subject to the terms and conditions stipulated herein.

b. Definitions of Key Terms

i. "Software" shall refer to Syllabux, the artificial intelligence-driven Interactive school management system, including all its components, documentation, features, and updates provided by the Licensor under this Agreement.

ii. "Licensee" shall mean the entity or individual who has agreed to the terms of this Agreement and has been granted the right to access and use the Software by the Licensor.

iii. "Licensor" shall refer to Syllabux, the corporation that owns the intellectual property rights to the Software and is responsible for granting licenses for its use under the terms set forth in this Agreement.

iv. "Subscription Plan" shall mean the specific package of services, features, and usage limits selected by the Licensee from the options provided by the Licensor, for which the Licensee agrees to pay a recurring fee.

v. "User Data" shall mean any data, information, content, records, and files that the Licensee (or any user acting on the Licensee's behalf) loads, transmits to, or enters into the Software.

vi. "Confidential Information" shall mean any non-public information, technical data, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, or finances, which is disclosed by either party to the other in written, graphic, or electronic form and is marked as "confidential" or "proprietary." If disclosed orally, Confidential Information shall be identified as such at the time of disclosure and confirmed in writing within fifteen (15) days of such disclosure.

vii. "Effective Date" shall mean the date on which the Licensee accepts the terms of this Agreement or begins using the Software, whichever occurs first.

viii. "Term" shall mean the period during which this Agreement is in effect, as defined by the Effective Date and any termination or renewal provisions.

ix. "Authorized Users" shall mean the individuals who are employees, agents, or contractors of the Licensee and are authorized by the Licensee to use the Software under the terms of this Agreement.

x. "Service Level Agreement (SLA)" shall refer to the separate document that specifies the performance standards that the Licensor commits to meet in the delivery of the Software, and the remedies available to the Licensee in the event that the Licensor fails to meet such standards.

2. GRANT OF LICENSE

a. License Nature and Use Rights

i.Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software solely for the Licensee’s internal business operations.

ii.This license is conditional upon compliance with the terms of this Agreement, including the timely payment of any subscription fees as outlined herein.

iii. The Licensee acknowledges that the Software, and any associated documentation and materials provided under this Agreement, remain the exclusive property of the Licensor.

b. Restrictions on Use

i.The Licensee shall not, nor shall it permit any third party to:

  1. copy, modify, adapt, translate, or otherwise create derivative works of the Software
  2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as allowed under applicable law;
  3. rent, lease, sell, assign, or otherwise transfer rights in or to the Software;
  4. remove any proprietary notices or labels on the Software; or
  5. use the Software for any purpose other than as expressly authorized by this Agreement.

ii. Any use of the Software not expressly permitted by this Agreement is prohibited.

c. Subscription-Based Model Specifics

i.The Licensee’s right to access and use the Software is on a subscription basis.

ii.The specific terms of the subscription, including the subscription tier, fees, and payment terms, as stated by the licensor.

iii.The subscription grants the Licensee the right to use the Software in accordance with the subscription tier’s usage limits, features, and functionalities.

iv.The Licensor reserves the right to modify, enhance, or withdraw any aspect of the Software at any time, including during the subscription term.

d. License Term and Renewal

i The initial term of the license shall commence on the Effective Date and shall, unless earlier terminated according to the terms of this Agreement, continue for the period stipulated in the subscription plan.

ii. Upon the expiration of the initial term, this Agreement shall automatically renew for successive renewal terms equal in duration to the initial term confirmed by payment of the subscription of the licence

iii.Unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the then-current term.

3. SOFTWARE PRODUCT OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

a. Ownership of Software and Content

i The Software, including without limitation any titles, computer code, themes, objects, characters, character names, stories, dialogue, catchphrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, and the Syllabux trademark, are owned by the Licensor and are protected by intellectual property laws and treaties around the world.

ii. All rights not explicitly granted to the Licensee are reserved by the Licensor.

iii.The Licensee acknowledges that no title to the intellectual property in the Software is transferred to the Licensee, and that the Licensee does not acquire any rights, express or implied, in the Software, other than the rights expressly granted in this Agreement.

b. Protection of Intellectual Property

i The Licensor shall have the right to take all necessary steps to protect its intellectual property rights in the Software.

ii.The Licensee agrees to cooperate fully with the Licensor in any action, including legal proceedings, which the Licensor deems necessary to enforce its rights.

iii.The Licensee further agrees not to challenge the Licensor’s intellectual property rights in the Software and not to take any action that would diminish or dispute the Licensor's ownership, or which would call into question the validity of those intellectual property rights.

c. Reporting Infringements

i The Licensee shall promptly report to the Licensor any actual or suspected infringement of the Software's intellectual property rights of which the Licensee becomes aware.

ii.The Licensee shall provide reasonable assistance to the Licensor in the investigation and prosecution of any such infringement.

iii.The Licensee shall not take any action that may compromise the Licensor's ability to enforce its intellectual property rights.

d. User-Generated Content Licensing

i The Licensee may be permitted to submit content created by the Licensee, including but not limited to comments, ideas and other information (collectively, "User Content") to the Software.

ii.To the extent the Licensee owns the User Content, the Licensee grants the Licensor a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the User Content in connection with the Software and the Licensor's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Software (and derivative works thereof) in any media formats and through any media channels.

4. USER OBLIGATIONS AND CONDUCT

a. Compliance with Laws

i The Licensee agrees to use the Software in compliance with all applicable local, state, national, and international laws, regulations, and ordinances.

ii.The Licensee shall also ensure that all users of the Software under the Licensee’s control will comply with such applicable laws and the terms of this Agreement.

b. Acceptable Use Policy

i.The Licensee shall use the Software for lawful purposes only and shall not use the Software to:

  1. transmit, store, or distribute material that violates any applicable law or regulation or is defamatory, obscene, infringing upon others' intellectual property rights, or harmful to minors;
  2. facilitate the sending of unsolicited bulk communication or interfere with the operation of the Software; or
  3. gain unauthorized access to computer systems.

ii. Any use of the Software not expressly permitted by this Agreement is prohibited.

c. User Account Security Responsibilities

i The Licensee is responsible for maintaining the confidentiality and security of user identifications, passwords, and any other piece of information that may be used to access the Software.

ii.The Licensee agrees to notify the Licensor immediately of any unauthorized use of Licensee’s accounts or any other breach of security.

d. Data Input Responsibilities

i The Licensee is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data entered into the Software by or on behalf of the Licensee.

ii. The Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any data maintained or transmitted through the use of the Software.

5.PAYMENT TERMS

a. Subscription Fees and Payment Schedule

i he Licensee agrees to pay the Licensor a subscription fee for the use of the Software as specified in the selected Subscription Plan.

ii.Payment of the subscription fee shall be due according to the following schedule on

  1. monthly advance payment(s)
  2. School term-based advance payment(s)
  3. Annual in advance payment(s)

iii.The Licensor shall issue an invoice to the Licensee detailing the fee amount due for the upcoming payment period.

iv.The Licensee shall remit payment to the Licensor within thirty (30) days of the invoice date unless otherwise agreed upon in writing.

b. Taxes and Other Charges

i.The subscription fee is exclusive of all taxes, levies, or duties imposed by taxing authorities.

ii. The Licensee is responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on the Licensor's income.

iii.If the Licensor is required by law to collect taxes on the provision of the Software, the Licensee shall pay such taxes directly to the Licensor.

c. Billing and Receipt of Payment

i The Licensor shall provide the Licensee with a billing statement for each payment period.

ii.The Licensee agrees to notify the LUpon receipt of payment from the Licensee, the Licensor shall furnish a receipt acknowledging the payment.

iii.All billing statements and receipts shall be provided to the Licensee electronically to the email address specified by the Licensee.

d. Consequences of Non-Payment

i Failure by the Licensee to make timely payment may result in the suspension and or termination of access to the Software.

ii. The Licensor will provide the Licensee with written notice of non-payment and afford the Licensee a period of fifteen (14) days to cure the payment default.

iii. If the default is not cured within this period, the Licensor reserves the right to terminate this Agreement and discontinue the Licensee's access to the Software.

6. RENEWAL TERMS

This clause specifies the conditions and procedures under which this Agreement may be renewed upon the expiration of its current term.

a. Renewal Process and Conditions:

i The Agreement is subject to renewal under the terms and conditions specified herein.

ii. The parties may agree to automatic renewal of the Agreement for subsequent terms unless the Licensee or Licensor provides written notice of its intention not to renew within a specified period before the end of the current term.

b. Automatic Renewal and Opt-Out:

i If applicable, the Agreement includes an automatic renewal provision, whereby the Agreement will renew for a further term equal in duration to the initial term unless one party expressly opts out.

ii.The opt-out process requires written notice from the opting-out party to the other, submitted within the designated notice period prior to the expiration of the current term.

c.Renewal Terms Adjustment:

i Upon renewal, the terms of the Agreement, including pricing, may be subject to changes. Any such adjustments will be communicated to the Licensee before the renewal date, providing the Licensee an opportunity to review and accept the adjusted terms or to opt out of renewal.

d. Negotiation of Changes:

i Should either party wish to negotiate changes to the Agreement as part of the renewal process, such negotiations must be initiated within a specified period before the end of the current term.

ii. Both parties agree to engage in good faith negotiations to agree upon such changes before the renewal takes effect.

7. SYLLABUX IS SOFTWARE AS A SERVICE (SAAS) SPECIFIC CLAUSES

a. Service Availability and Uptime

i The Licensor commits to providing the Licensee with a high level of service availability and uptime.

ii. The Licensor shall make commercially reasonable efforts to ensure that the Software is available to the Licensee at least 99% of the time each month, excluding any scheduled maintenance times as provided for under clause below, and subject to any force majeure events as defined in the Agreement.

b.Maintenance and Updates

iThe Licensor shall regularly perform maintenance services to update and maintain the Software.

ii.The Licensor will endeavour to schedule maintenance during off-peak hours and will provide the Licensee with reasonable advance notice of any scheduled maintenance that is likely to affect the availability of the Software.

iiiThe Licensee acknowledges that from time to time, it may be necessary for the Licensor to perform emergency maintenance without prior notice, but the Licensor shall use reasonable efforts to minimize the impact on the Licensee's use of the Software.

c.Data Hosting and Storage

i The Licensor shall store the Licensee’s data on secure servers with appropriate safeguards to protect the security and confidentiality of the Licensee's data.

ii.The Licensee's data shall remain the sole property of the Licensee, and the Licensor shall not use the data for any purpose other than to provide the services to the Licensee as contemplated by this Agreement.

d. Data Backup and Recovery

i The Licensor shall implement backup procedures to protect the Licensee's data from loss or damage.

ii.In the event of any data loss or damage being caused to the Licensee's data, the Licensor shall use commercially reasonable efforts to restore the data from the latest available backup.

iii. The Licensee acknowledges that while the Licensor will make reasonable efforts to protect and recover the data, the Licensor is not responsible for any loss or damage to the Licensee's data which is not recoverable due to the absence of a recent backup or for reasons beyond the Licensor's reasonable control.

8. SOFTWARE GEOGRAPHIC RESTRICTIONS

This clause specifies the geographic scope within which the Licensee is authorized to utilize the Software, acknowledging that certain legal, regulatory, or operational constraints may limit the Software’s availability or functionality in specific territories.

a. Geographic Limitations:

i The use of the Software under this Agreement is restricted to the geographic territories explicitly listed herein.

ii.The Licensee acknowledges that access to the Software outside of these territories may be limited or prohibited due to licensing restrictions, regulatory requirements, or other legal constraints.

b.Restricted Territories:

i The Agreement explicitly identifies any territories where the Software is not available or where the use of the Software is subject to additional terms, conditions, and fees.

ii.The Licensee agrees to comply with such additional requirements and acknowledges that the Licensor bears no liability for any attempt to access the Software from any restricted territory.

c.Geolocation and IP Restrictions:

i The Licensor reserves the right to implement geolocation checks and IP address restrictions to enforce the geographic limitations of the Software’s use.

ii.The Licensee agrees not to circumvent such measures and to provide accurate information regarding its geographic location when required.

d.Adjustments for Geographic Changes:

i Should the Licensee’s primary place of business or operation change to a different geographic territory during the term of the Agreement, the Licensee must notify the Licensor of such change.

ii. The parties agree to negotiate in good faith any adjustments to the Agreement necessary to accommodate the new geographic location, including modifications to fees, compliance obligations, and any other relevant terms.

9. INTEGRATION WITH THIRD-PARTY SERVICES

This clause delineates the framework and conditions under which the Software provided under this Agreement integrates with services or applications developed, owned, or operated by entities other than the Licensor ("Third-Party Services").

a. The Licensor hereby acknowledges that seamless operation and enhanced functionality of the Software may necessitate integration with various Third-Party Services, including but not limited to, cloud storage providers, communication platforms, and data analysis tools.

b. Supported Third-Party Services:

i The Licensor specifies and periodically updates a list of Third-Party Services that are supported or recommended for integration with the Software.

ii.This list includes details on the nature of the integration, the level of support offered, and any known compatibility issues or limitations.

iii. The Licensor makes no representation or warranty regarding the performance or reliability of any Third-Party Services not explicitly supported.

c.Maintenance of Integrations:

i The Licensor commits to reasonably maintaining the Software's integrations with supported Third-Party Services, including timely updates to address compatibility issues arising from updates or changes to Third-Party Services.

ii.The Licensor will provide notice to the Licensee of any significant changes affecting integrations.

d.Additional Costs and Licensing:

i The Licensee acknowledges that enabling integrations with certain Third-Party Services may incur additional costs or require separate licensing agreements with third-party providers.

ii. The Licensor will provide information regarding any known costs or licensing requirements but is not responsible for negotiating or securing such agreements on behalf of the Licensee.

e.Responsibility and Disclaimer:

i While the Licensor endeavors to ensure the quality and reliability of integrations, the Licensee acknowledges that the functionality and performance of Third-Party Services are beyond the Licensor’s control.

ii. The Licensor disclaims any liability for issues arising directly or indirectly from the use of Third-Party Services, including data loss, breaches, or service interruptions.

10 DATA PORTABILITY

a. This clause establishes the Licensee's rights and mechanisms to export or retrieve data ("Licensee Data") entered into, generated by, or stored within the Software.

b. Rights to Data Export and Retrieval:

i The Licensee is entitled to export or retrieve Licensee Data from the Software at any time during the term of this Agreement.

ii.The Licensor shall provide the Licensee with the capability to export Licensee Data in one or more industry-standard formats, as specified in the documentation accompanying the Software.

c.Formats and Methods:

i The Licensor specifies the available data formats and methods for data export or retrieval, which may include direct database access, API endpoints, or downloadable files.

ii.The Licensor ensures that the provided formats and methods facilitate the Licensee’s use of Licensee Data without undue processing or conversion.

d.Assistance and Services:

i. Upon request, the Licensor will provide reasonable assistance to the Licensee in exporting or retrieving Licensee Data.

ii. Such assistance may include technical support, documentation, and, where necessary, custom services to accommodate specific data export or retrieval needs.

e.Limitations, Costs, and Conditions:

i The Licensor reserves the right to impose reasonable limitations on data portability requests to prevent undue burden on the Software’s systems or operations.

ii. Any costs or fees associated with data portability requests beyond standard support services will be communicated to the Licensee in advance.

iii. The Licensee agrees to bear any costs associated with specialized or custom data portability services not covered under the standard support services.

11. DATA PRIVACY AND SECURITY

a. Compliance with Data Protection Laws

i Both parties agree to comply with all applicable data protection laws regarding the collection, processing, and storage of personal data.

b. User Data Rights and Responsibilities

i The Licensee is responsible for ensuring that the data it collects and processes using the Software is handled in a manner that respects the rights of the data subjects under applicable data protection laws.

c. Security Measures and Incident Reporting

i The Licensor shall implement reasonable security measures to protect data from unauthorized access or breaches. In the event of a data breach, the Licensor shall inform the Licensee without undue delay and shall provide reasonable assistance in fulfilling the Licensee’s obligation to inform affected individuals and regulatory bodies.

d. Data Processing Addendum (DPA)

i The parties shall enter into a separate Data Processing Addendum (DPA) that outlines the specific data protection obligations related to the use of the Software.

12. CUSTOMIZATION AND CONFIGURATION

a. This clause delineates the framework within which the Licensor accommodates customization or configuration of the Software to meet the specific operational requirements of the Licensee.

b. Scope of Customization

i. The Licensor shall offer a range of customization options for the Software, allowing for adjustments in functionality, interface, and operational features to better align with the Licensee's business processes and needs.

ii. This includes, but is not limited to, the development of bespoke features, integration with third-party systems, and user interface modifications.

c. Customization Request Process:

i. The Licensee may request customizations by submitting a detailed proposal through a designated communication channel.

ii. The proposal should outline the desired changes, the business rationale behind them, and any specific requirements or constraints.

iii. Upon receipt, the Licensor will evaluate the feasibility of the request, considering technical, operational, and legal factors.

d. Approval and Implementation:

i. Following the evaluation, the Licensor will provide the Licensee with a decision regarding the approval of the customization request, along with an estimate of any additional costs, development timeline, and impact on existing service levels.

ii. Upon agreement by both parties, the Licensor will proceed with the development, testing, and implementation of the approved customizations in accordance with agreed-upon specifications and timelines.

e. Costs and Fees:

i. Customizations may incur additional costs, which will be clearly communicated to the Licensee prior to the commencement of any development work.

ii. These costs may cover development hours, testing, deployment, and any required third-party services or components.

f. Support and Maintenance:

i. The Licensor commits to providing ongoing support and maintenance for the customized features of the Software, subject to the terms of the existing support and maintenance agreement between the parties.

ii. This includes updates to ensure compatibility with future versions of the Software and resolution of any issues arising from the customizations.

13. THIRD-PARTY LICENSES

a. Inclusion of Third-Party Components:

i. Syllabux may incorporate, depend on, or interface with software or components licensed from third parties ("Third-Party Components").

ii. The Licensor will provide the Licensee with a list of such Third-Party Components and the applicable license terms, which may include open-source or commercial software licenses.

b. Compliance with Third-Party Licenses:

i. The Licensee agrees to comply with all terms and conditions of the third-party licenses associated with the Third-Party Components.

ii. This includes any restrictions on use, distribution, modification, or reverse engineering.

c. Updates and Replacements:

i.The Licensor shall be responsible for managing updates or replacements of Third-Party Components to maintain the functionality and security of the Software.

ii. The Licensee will be notified of significant changes to Third-Party Components that may affect the use of the Software.

d. Open Source Disclosure:

i. When the Software includes open-source components, the Licensor will provide documentation detailing the use of such components and the applicable open-source license terms.

ii. The Licensee will be notified of significant changes to Third-Party Components that may affect the use of the Software.

14. EXPORT CONTROL

a. Applicability of Export Controls:

i. The Software and related technical data may be subject to export control laws and regulations of the Federal Republic of Nigeria and other jurisdictions.

ii. The Licensee is responsible for complying with all applicable export and re-export control laws and regulations, including but not limited to the Nigeria’s Export Administration Regulations (EAR) and sanctions programs administered by the Federal Government of Nigeria.

b. Licensee's Compliance Responsibilities:

i. The Licensee agrees not to, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of the Software or related technical data to any person, entity, or destination prohibited by the laws or regulations of the Federal Republic of Nigeria or any other applicable jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

c. Export Licenses and Authorizations:

i. The Licensee shall be responsible for obtaining any necessary export licenses or other governmental approvals for the export or re-export of the Software.

ii. The Licensor will provide reasonable assistance to the Licensee in obtaining such licenses or approvals.

d. Termination and Modification:

i. If, due to changes in export control regulations or sanctions, the continued performance under this Agreement becomes unlawful or impossible, either party has the right to terminate the Agreement or modify its terms to ensure compliance with such regulations or sanctions.

15. SOFTWARE PRODUCT SUPPORT SERVICES

a. Technical Support Terms

i. This clause delineates the comprehensive terms under which technical support for the Software ("Support Services") is provided to the Licensee by the Licensor.

ii. The Support Services encompass assistance with technical issues, troubleshooting, and guidance on the use of the Software, available during the Licensor's standard business hours of 08:00- to 15:00 HRS WAT on Mondays to Fridays excluding public holidays.

iii. Support is accessible through designated channels, including but not limited to, email at [email protected], telephone at +234-123-456-7890, and through an online support portal https://support.syllabux.com, with a commitment to acknowledge receipt of support requests within 24 hours of submission.

b. The process for escalating support requests is structured in tiers, starting from initial assessment by first-level support to more complex issue resolution involving senior technical personnel.

c. Resolution timeframes are contingent upon the complexity of the issue, with a target resolution time communicated upon the initial assessment of the issue.

d. Standard Support Services exclude assistance with issues arising from modifications or customizations of the Software not performed or authorized by the Licensor, integration with third-party software or systems not officially supported, and issues attributable to Licensee’s hardware or networking environment.

e. The Licensee is obligated to provide comprehensive information regarding any issue for which Support Services are sought, including detailed descriptions of the problem, steps to reproduce the issue, and relevant system logs or error messages. Additionally, the Licensee must grant the Licensor reasonable access to the Licensee's systems, as necessary, to diagnose and resolve issues. The Licensor reserves the right to refuse support for problems that fall outside the scope of Support Services as defined herein or due to the Licensee's failure to comply with these responsibilities.

f. Support Scope and Availability

i. The Licensor shall provide support services to the Licensee for the Software under the terms of this Agreement.

ii. Support services include assistance with Software usage, problem resolution, and clarification of features. Support services are available during the Licensor’s normal business hours unless otherwise agreed upon.

g. User Support Requests

i. The Licensee may request support services by submitting a support ticket through the Software’s designated support channels.

ii. The Licensor shall use reasonable efforts to respond to support requests in a timely and efficient manner, prioritizing responses based on the severity of the reported issue.

h. Exclusions from Support Services

i. Support services do not include services for problems or issues arising out of or from:

  1. modifications of the Software not made or authorized by the Licensor;
  2. use of the Software in a manner not consistent with the documentation;
  3. continued operation of the Software after the Licensor advises the Licensee to modify its use of the Software.

i. Feedback and Suggestions

i. The Licensor welcomes feedback from the Licensee regarding the support services and the Software.

ii. The Licensee agrees that the Licensor shall have the right to use any feedback or suggestions provided by the Licensee without any obligation to the Licensee.

16. DISASTER RECOVERY

a. Disaster Recovery and Business Continuity Plans:

i. The Licensor shall maintain a disaster recovery and business continuity plan that outlines the steps to be taken in the event of a disaster or significant operational disruption.

ii. This plan shall detail the strategies for safeguarding data, ensuring rapid recovery of operational capabilities, and minimizing service downtime to the Licensee.

b. Recovery Time Objectives (RTOs) and Recovery Point Objectives (RPOs):

i. The Licensor commits to defined Recovery Time Objectives and Recovery Point Objectives for all critical services associated with the Software.

ii.RTOs will specify the maximum targeted duration to restore service functionality following an outage or disruption.

iii.RPOs will define the maximum acceptable age of files that must be recovered from backup storage for normal operations to resume without significant data loss.

c. Data Backup and System Recovery Procedures:

i. The plan will include rigorous procedures for regular data backups, secure and redundant storage solutions, and rapid system recovery protocols.

ii. These procedures are designed to ensure that the Licensee’s data integrity is preserved and that services can be quickly restored to operational status following any unforeseen event.

d. Communication Protocol:

i. In the event of a disaster, the Licensor shall promptly notify the Licensee of the incident, expected impacts on service availability, and ongoing recovery efforts.

ii. Regular updates will be provided until full service functionality has been restored.

e. Plan Testing and Updates:

i. The Licensor shall conduct regular testing of the disaster recovery plan to verify its effectiveness and to identify any areas for improvement.

ii. The Licensee will be informed of the testing schedule and will receive a summary report of the test outcomes.

iii. The DRP/BCP will be reviewed and updated annually, or more frequently as required, to reflect changes in technology, business operations, or emerging threats.

17.Change Management

18.This clause articulates the procedures and protocols governing the introduction of changes to the Software, including system updates, upgrades, patches, and other modifications that may impact the service delivery or use of the Software by the Licensee.

19.Change Management Process:

The Licensor shall implement a structured change management process to oversee the planning, evaluation, approval, and implementation of changes to the Software. This process is designed to ensure that all changes are made in a controlled manner, minimizing potential disruption to the Licensee and maintaining the integrity and security of the Software.

20.Notice and Approval:

Prior to implementing any significant changes that could impact the Licensee’s use of the Software, the Licensor will provide the Licensee with advance notice of the proposed changes, including a detailed description of the change, the rationale behind it, and any anticipated impacts on service availability or functionality. The Licensor may require the Licensee’s approval for certain types of changes, as specified in this Agreement.

21.Testing and Documentation:

The Licensor is responsible for thoroughly testing all changes in a controlled environment prior to deployment to ensure they do not adversely affect the Software’s performance, security, or functionality. Comprehensive documentation of the change, including testing results and implementation procedures, will be maintained.

22.Licensee’s Right to Defer or Reject Changes:

The Licensee reserves the right to defer or reject certain changes, particularly those that could materially alter the functionality, performance, or security of the Software. The Licensor and Licensee shall work collaboratively to address any concerns and to agree on an appropriate course of action that minimizes impact on the Licensee’s operations.

23.7. Confidentiality

24.7.1. Definition of Confidential Information

25. "Confidential Information" refers to any data or information, oral or written, treated as confidential that relates to either party's (the "Disclosing Party") business or operations. Confidential Information includes, but is not limited to, customer lists, business plans, technical data, product ideas, contracts, financial information, marketing strategies, and other proprietary information.

26.7.2. Obligations of Confidentiality

27.The party receiving Confidential Information (the "Receiving Party") shall refrain from disclosing the Disclosing Party’s Confidential Information to any third parties for a period of five (5) years following the date of disclosure. Furthermore, the Receiving Party shall take all reasonable steps to prevent any unauthorized use or disclosure thereof.

28.7.3 Permitted Disclosures

29.The Receiving Party may disclose Confidential Information as required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

30.7.4. Return or Destruction of Confidential Information

31. Upon termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall return or destroy all copies of Confidential Information that it has in its possession.

32.9. Warranties and Disclaimers

33.9.1. Service Warranties

34. The Licensor warrants to the Licensee that the Software will perform in substantial conformity with the functional specifications set forth in the official documentation for a period of ninety (90) days from the Effective Date of this Agreement. The Licensor guarantees that it will provide the services to the best of its ability, following industry standards for similar services. The Licensor ensures that the services will be performed by appropriately qualified and trained personnel and that the Software will be updated regularly to maintain its functionality and security.

35.9.2. Disclaimers of Certain Warranties

36. Except as expressly provided in this Agreement, the Licensor disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that the operation of the Software will be uninterrupted or error-free, nor that the Software will operate in combination with any other hardware, software, system, or data not provided by the Licensor. The Licensee acknowledges that the Software is provided "as is" and that the Licensor is not responsible for any failure to meet any performance level or any loss or damage resulting from such failure.

37.9.3. User Warranties

38. The Licensee represents and warrants that it possesses the legal authority to enter into this Agreement and to use the Software in accordance with the terms herein. The Licensee warrants that its use of the Software will at all times comply with all applicable laws and regulations. The Licensee further warrants that any information it provides in connection with this Agreement is accurate and complete.

39.9.4. Limitations of Liability

40. The Licensor's liability under this Agreement shall be limited to the amount actually paid by the Licensee for the Software during the twelve (12) months preceding the event giving rise to such liability. Under no circumstances shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or for any damages for lost profits, revenues, business interruption, or loss of business information, even if the Licensor has been advised of the possibility of such damages. This limitation of liability is a fundamental element of the basis of the bargain between the Licensor and the Licensee.

41.11. Indemnification

42.11.1. User Indemnity Obligations

43. The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, damages, liabilities, costs, settlements, and expenses (including but not limited to attorneys' fees and court costs) arising from or related to: (i) the Licensee's unauthorized use of the Software; (ii) the Licensee's breach of any terms and conditions of this Agreement; (iii) any User Content provided by the Licensee; or (iv) the Licensee's violation of any law or the rights of a third-party.

44.11.2. Indemnification Procedures

45. Upon the occurrence of any event which may give rise to a claim for indemnification under this Agreement, the Licensor shall provide the Licensee with prompt written notice of such claim. The Licensee shall assume the defense of any claim, suit, or proceeding with counsel reasonably satisfactory to the Licensor. The Licensor reserves the right, at the Licensee's expense, to participate in the defense of any claim, suit, or proceeding with counsel of its own choosing.

46.11.3. Limitations on Indemnification

47. The Licensee’s obligation to indemnify shall not apply to any claim, damage, liability, cost, or expense to the extent resulting from the Licensor’s gross negligence or willful misconduct. The indemnification obligations under this Agreement shall survive the termination or expiration of this Agreement.

48.11.4. Exclusive Remedy

49. This indemnification section sets forth the Licensee's sole and exclusive remedy against the Licensor for any claim or cause of action whatsoever relating to the subject matter of this Agreement and shall constitute the sole remedy of the Licensee for any such claim or cause of action.

50. Audit Rights

51. This clause grants explicit rights to either or both parties to conduct audits related to the use of the software or adherence to the terms of the Agreement. The purpose of these audits is to ensure compliance, verify accuracy in billing and usage, and safeguard intellectual property rights.

52. The scope of audits may include, but is not limited to, accessing and examining records, systems, and any relevant facilities where the software is used or where data pertaining to the use of the software is stored. The party conducting the audit ("Auditing Party") shall provide at least forty-five (45) days' notice to the other party ("Audited Party") prior to commencing the audit, specifying the scope and intended start date of the audit.

53. Audits shall be conducted no more than once per calendar year, except in cases where a previous audit has revealed significant non-compliance, in which case the frequency of audits may increase as reasonably necessary to ensure compliance. The Auditing Party is responsible for all costs associated with conducting the audit, unless the audit reveals significant non-compliance by the Audited Party, in which case the Audited Party shall reimburse the Auditing Party for all reasonable costs of the audit.

54. Both parties agree to cooperate fully during the audit process. This includes providing access to relevant records and facilities and making available knowledgeable personnel to assist with audit inquiries. Any findings of non-compliance identified during the audit must be addressed promptly by the Audited Party, with a corrective action plan to be implemented within a mutually agreed-upon timeframe.

55.12. Modifications to the Agreement

56.12.1. Right to Modify Terms

57. The Licensor reserves the right to modify the terms and conditions of this Agreement at any time. Such modifications shall be effective immediately upon the posting of the modified Agreement to the location where the current version of the Agreement is available to the Licensee.

58 12.2. Notification of Changes

59. The Licensor shall provide the Licensee with reasonable notice of any significant changes to the Agreement. Notice shall be given by posting on the Licensor’s website, through the Software interface, or by direct communication to the Licensee using the contact information provided by the Licensee.

60. 12.3. Acceptance of Modified Terms

61. The Licensee’s continued use of the Software after any modifications to this Agreement will constitute the Licensee's acceptance of the revised terms and conditions. If the Licensee does not agree to any changes in the Agreement, the Licensee should stop using the Software immediately.

62 12.4. Historical Versions

63. Upon modifying this Agreement, the Licensor shall retain historical versions of this Agreement. The historical versions shall be available upon the Licensee's request and will not serve as a waiver of the Licensor’s right to enforce the current version of the Agreement.

64.10 Termination

65.10.1. Termination Rights

66. Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. Additionally, the Licensor may terminate this Agreement immediately upon notice to the Licensee if the Licensee violates any law, regulation, or rights of a third party.

67.10.2. Effects of Termination

68. Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement will terminate immediately, and the Licensee must cease all use of the Software. The Licensee must delete or destroy all copies of the Software in its possession or control.

69.10.3. Obligations Post-Termination

70. Upon termination of this Agreement, the Licensee shall immediately discontinue the use of the Software, and within ten (10) days certify in writing to the Licensor that the Licensee has destroyed or returned to the Licensor the Software and all copies thereof, including any documentation.

71.10.4. Surviving Provisions

72. The provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive, including but not limited to provisions concerning ownership and intellectual property rights, confidentiality, disclaimers, limitations of liability, and this section on surviving provisions.

73. 15. General Provisions

74.15.1. Notices and Communications

75. Any notices or other communications required or permitted under this Agreement must be in writing and given by sending an email to the last known email address provided by the party to whom the notice is being sent. Notice shall be deemed given upon receipt or, if not received, within 24 hours of the email being sent.

76.15.2. Assignment and Delegation

77. Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

78.15.3. Force Majeure

79. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a force majeure event, including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control.

80.15.4. Entire Agreement and Severability

81. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

82.16. Acceptance of the Agreement

83. This section delineates the procedures and conditions under which the End-User License Agreement (hereafter referred to as "the Agreement") for the Software as a Service (SaaS) product, Syllabux, an Artificial Intelligence-driven interactive school management system, is considered accepted by the user (hereinafter referred to as "the User").

84.16.1. Affirmative Acceptance Process

85. The User's acceptance of the terms and conditions set forth in this Agreement is required prior to the commencement of use of the Syllabux software. Acceptance is affirmatively indicated by the User’s action of clicking on an "Accept" button, checking an "I Agree" checkbox, or engaging in a similar affirmative action as directed on the Syllabux interface or during the installation or initial access process. Such action constitutes a binding acceptance by the User of all terms and conditions contained within this Agreement, including all appendices and references herein.

86.16.2. Electronic Signatures

87. The User’s affirmative acceptance of this Agreement as described in Section 16.1 above is recognized as an electronic signature as legally valid as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and other applicable laws and regulations concerning electronic signatures and transactions. The electronic signature signifies the User’s intent to be bound by the terms and conditions of this Agreement and to comply with all relevant laws and regulations governing the use of Syllabux.

88.16.3. Acknowledgment of Understanding

89. By affirmatively accepting this Agreement, the User acknowledges having read, understood, and agreed to be bound by each term and condition presented herein. The User acknowledges that this Agreement constitutes the entire and exclusive agreement between the User and the Licensor regarding the Syllabux software, superseding any prior agreements, communications, or understandings (both written and oral) related to the subject matter hereof. The User further acknowledges that any modifications to this Agreement must be in writing and agreed upon by both parties, except as otherwise provided herein.

90. 16.4. Commencement of Use Constituting Acceptance

91. In addition to affirmative acceptance, the User’s commencement of use of the Syllabux software shall also constitute acceptance of the terms and conditions of this Agreement. Should the User begin to utilize Syllabux without explicitly performing an affirmative acceptance action as outlined in Section 16.1, such use demonstrates de facto acceptance of this Agreement and an agreement to be bound by all terms and conditions contained herein. If the User does not agree to these terms, the User must cease any use of Syllabux immediately and uninstall or delete any copies of the software in their possession or control.

92. Governing Law, Jurisdiction, and Dispute Resolution

93. This Agreement is governed by and shall be construed in accordance with the laws of [Specific State or Country], excluding any choice or conflict of law principles that would permit the application of the laws of any other jurisdiction. The Parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods to the extent it may be excluded or as it may be modified.

94. Informal Resolution Process

95. Prior to the initiation of formal legal action, the Parties commit to engage in informal negotiation attempts to resolve disputes arising from or related to this Agreement. A Party initiating negotiation shall notify the other Party in writing, detailing the dispute and proposed resolutions. The Parties shall have a period of thirty (30) days from the notice date to negotiate in good faith. Should these negotiations fail to resolve the dispute, the Parties may proceed to mandatory arbitration as detailed herein.

96. Mandatory Arbitration

97. Disputes, claims, or controversies relating to this Agreement, including the scope or applicability of this agreement to arbitrate, shall be resolved by arbitration in [Location], before a single arbitrator. The arbitration shall be conducted in accordance with the [Arbitration Association] Arbitration Rules & Procedures. The arbitration award may be enforced in any court of competent jurisdiction. This provision does not preclude the Parties from seeking provisional remedies in support of arbitration from an appropriate court.

98. Class Action Waiver

99. The Parties waive any right to pursue claims on a class or representative basis, unless such waiver is prohibited or deemed void by law. Should legal proceedings proceed in a class or representative manner, the Parties agree that: (1) the prevailing party shall not be entitled to attorneys' fees or costs associated with the class or representative action; and (2) participants in the class or representative action shall not be eligible for any recovery obtained through those proceedings.

100. Jurisdiction

101. Legal actions or proceedings arising out of or related to this Agreement shall be exclusively brought in the courts of [Specific State or Country], [Specific City or County]. The Parties irrevocably consent to the jurisdiction of these courts for the adjudication of any such actions or proceedings and waive any objection to venue in such courts.

102. Dispute Resolution

103. In the event of a dispute, the Parties agree to first attempt resolution through good faith negotiation. Should negotiations fail within [number] days, the Parties agree to mediation before a mutually selected mediator in [Specific State or Country], [Specific City]. Costs associated with mediation, excluding attorneys' fees, shall be shared equally.

104. Mandatory Arbitration (Optional)

105. If mediation does not resolve the dispute, the Parties may agree to binding arbitration under the [Name of Arbitration Association] Rules of Arbitration. Arbitration shall take place in [Specific State or Country], [Specific City], and be conducted in English (or the jurisdiction's language). The arbitrator(s)' decision shall be final and enforceable in any court of competent jurisdiction.

106. Exclusive Remedy

107. The Parties agree that the dispute resolution mechanisms outlined herein represent the sole and exclusive remedies for any disputes arising from this Agreement. No Party is entitled to seek alternate legal remedies that may be available under the law.

108. Severability

109. Should any part of this Governing Law and Jurisdiction clause be deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions of this clause, which shall continue in full force and effect.