EdCast Subscription Agreement

Transcription

1 EdCast Subscription Agreement EDCAST INC. ( Licensor of EdCast Knowledge Cloud and GuideMe services) hereby grants client a non-exclusive, non-transferable license to access the services specified in the Schedule of Services subject to the following terms and conditions: 1. The Service The Subscriber Agreement authorizes designated employees ( Employees ) of the corporate Client ( Client ) to receive the EdCast Knowledge Cloud Site subscription or GuideMe application access for a period of one year from the date of activation. The EdCast Knowledge Cloud Service consists of the following elements: Licensor will set up and activate access to the EdCast Knowledge Cloud and/or GuideMe online and mobile site/app for the library of EdCast consists of free and open content and also paid content from 3rd party ecosystem partners which shall be available as deep links to the Subscriber for the duration of the agreement, subject to any changes in the 3rd party ecosystem partners licensing agreements for EdCast site. EdCast Knowledge Cloud shall update new free and paid content links to its content channels on a regular basis, for which there will be no additional charge. Optionally each Employee will be able to subscribe to service with their own payment if the client decides to offer as a paid or reimbursable benefit to the employees. 2. Duration of EdCast Subscription and Renewal The term of the Subscriber Agreement is fixed for a period of 12 Months and renewed automatically for each year thereafter unless terminated with 30 days notice. The Billing Schedule is defined in Appendix A. 3. Copyright and Limitations of Use The content available through the EdCast Knowledge Cloud and GuideMe Service,

2 including the deep links and the associated metadata, is the property of Licensor or its 3rd party ecosystem partners or licensors and is protected by national and international copyright and other intellectual property laws. All rights reserved. Subscriber agrees not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through EdCast Knowledge Cloud or GuideMe to anyone, including but not limited to others in the same company or organization, without the express prior written consent of Licensor or as provided for herein. No abstract or any part thereof may be reproduced, sold, rented, published, licensed or transmitted in any form or by any means, electronic, photocopying, or otherwise, without prior written permission of Licensor. In all cases, Licensor provides a personal, non-transferable license to either Subscribers or designated Employees. These licenses are strictly non-transferable. Only registered user may access the EdCast Knowledge Cloud and GuideMe account with credentials provided unless agreed otherwise by EdCast. Sub-licensing of the EdCast Knowledge Cloud and GuideMe content or parts thereof is prohibited. 4. Disclaimer and Warranties and Liability Due to the number of sources from which content in EdCast is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such content. LICENSOR AND ITS AFFILIATES, AGENTS AND PARTNERS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH EDCAST. NEITHER LICENSOR NOR ANY OF ITS AFFILIATES, AGENTS OR PARTNERS SHALL BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY LOSS OR INJURY FROM USE OF THE EDCAST KNOWLEDGE CLOUD AND GUIDEME CONTENT. IN NO EVENT WILL LICENSOR, ITS AFFILIATES, AGENTS OR PARTNERS BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE ON SUCH CONTENT. LICENSOR AND ITS AFFILIATES, AGENTS AND PARTNERS SHALL NOT BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR reserves the right to remove CONTENT from ITS SITE if required to do so by changes in 3RD PARTY ECOSYSTEM PARTNER agreements.

3 5. Support and Services LICENSOR shall provide technical support for set-up of employee accounts and private groups to the System Administrator designated by the Client during normal business hours of EdCast. EdCast Knowledge Cloud and GuideMe may also publish new versions or updates of the Products without informing the Client, providing that the availability of abstracts shall be substantially the same. 6. Personal Data The Client agrees that Licensor and its partners may monitor the actual use of the License for billing and internal development purposes. EdCast undertakes to separate the personally identifiable users identity from such data before any analysis is made and thus not to use individualized data of specific users other than informing each person entitled to use the License about the available right to use the License. All information relating to the Client or its Users will be held strictly confidential by Licensor. 7. GENERAL TERMS 7.1 Notice Any notices between the parties shall be sent by registered mail or pre-paid express courier service to the addresses listed in the Schedule or such other address as the addressee shall have specified in a notice actually received by the addressor. 7.2 No Waiver No failure of a party to exercise a contractual right or to insist on strict compliance with this Terms of Use, and no practice at variance shall constitute a waiver of its right to demand strict compliance and shall not impair the rights with respect to any subsequent breach of this Agreement. 7.3 Final Terms This Agreement is personal to the Client and you may not assign your rights or obligations to anyone. No waiver, alteration, modification of any of the provisions hereof shall be binding unless in writing and signed by duly authorized representatives of the parties. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

4 7.5 Assignment The rights and obligations may not be transferred or assigned without the written consent of the other party. 7.6 Applicable Law All disputes including those concerning any statute of limitations, set-off claims, tort claims and interest claims, shall be governed by the laws of Santa Clara County, California. All disputes between the parties shall be exclusively and finally resolved by arbitration. The authorized signatory herewith agrees to the above Offer and the General Terms of Use.

5 APPENDICES APPENDIX A: SERVICE PLAN The following schedule of services will be provided. SERVICE DESCRIPTION COST Curated content from open & free source for continuous/ micro-learning on emerging technologies, Job roles & Skills. Access to Micro-orgs & Reports. Skills Passport* SkillCoins* Access to curated content from SME s/ Council of Experts from across the industry. Access to Skills Journey & Today s Insight s Open marketplace to choose from variety of content/ assessment & Lab providers Usage & completion reports via xapi** Support is 24 hours X 5 working days via support@ edcast.com * in the product roadmap ** based on content providers sharing of the data EdCast Inc Old Middlefield Way, Suite 21 Mountain View, CA USA T: EDCAST ( ) E: info@edcast.com edcast.com