Edly Software License Agreement

Edly Software License Agreement

This Software License Agreement is a legal agreement between you and Edly INC and its affiliates (“Arbisoft,” “Edly,” “we,” “our,” and/or “us”). Edly agrees to license our product to you directly, personally, or on behalf of your organization or employer only if you accept the terms and conditions of this Software License Agreement.

Your use of our software is also subject to your agreement to comply with the Terms and Conditions outlined in this agreement. You may also visit Edly’s Privacy Policy (https://edly.io/privacy-policy/) and the Terms and Conditions of Edly’s website (https://edly.io/terms-and-conditions/). By using this product, you agree to the Terms and Conditions outlined in this Software License Agreement. If you do not accept the Terms and Conditions of this Software License Agreement in part or in full, you will be unable to use our Product.

Before using Edly products or software solutions, you may review the terms and conditions of our Edly software license agreement below.

Definitions

Below are definitions to help you navigate the additional Terms and Conditions of this Software License Agreement.

1. “Hosted Data” means the data transmitted to, loaded into, or stored in, the Hosted Software or on the Hosted System by you and Users or otherwise through the use of the Hosted Software. In the context of this Software License Agreement, “Hosted Data” refers to the content that you create (e.g. webpages, courses, course content, etc.) within the designated parts of the product (WordPress and Open edX Studio).
2. “Hosted Software” means the software solution for which Edly is providing the Hosting Services including any custom solutions implemented or integrated by Edly, as specified in the Quote and any future Scopes of Work. In the context of this Software License Agreement, the “Hosted Software” includes the Edly Admin Panel, WordPress, the WordPress Discovery site, and Open edX Studio.
3. “Hosted System” means the servers and computer network on which Edly and/or its contractors provide you and other Edly Customers remote access to the Hosted Software and Hosted Data.
4. “Hosting Provider” means the third-party cloud hosting provider that Edly will use to provide its SaaS Services for you including but not limited to AWS or Azure. These providers may have additional terms and conditions that apply to their services.
5. “Edly” means, as applicable, Edly INC.
6. “SaaS Services” means Edly providing SaaS (Software as a Service) services so that you may access the Hosted Software via the internet, along with certain IT administration and application administration support services, as specified in this Agreement. For SaaS Services, you do not purchase (and have not previously purchased) the licenses for the Hosted Software being made available to you as a service via the Hosted System.
7. “Storage” means the amount of disk storage used by you across the applicable environment.
8. “User” means you or any persons who are employees or consultants of either you or of a subcontractor, supplier, business partner, or you, and whom you authorize to access the Hosted Software and Hosted Data.

Confidentiality and Proprietary Information/Data Procedures/Data Processing

As part of this Software License Agreement, you have the right to confidentiality and assurances regarding data procedures and data processing. Below are your rights in regards to confidentiality, proprietary information, data procedures, and data processing.

1. All information disclosed by you or Edly to one another in connection with the Services and clearly identified as confidential or proprietary shall be safeguarded by the recipient from unauthorized disclosure to third parties to the same extent recipient safeguards its own proprietary or confidential information of like importance and in any event with not less than a reasonable degree of care. All such confidential information may only be disclosed to other party’s employees, officers, representatives, consultants or advisers (including those of a party’s affiliated companies) who need to know such information for the purpose of exercising its rights or carrying out its obligations under this Agreement. However, neither you nor Edly are responsible for safeguarding information that is (i) publicly available, (ii) in its possession prior to the date of this Agreement, (iii) obtained by it from third parties without restriction on disclosure, or (iv) developed without reference to the confidential or proprietary information disclosed hereunder.
2. Neither you nor Edly shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
3. All personal data received or collected by Edly in connection with the performance of its obligations will be processed in accordance with the Terms of Service and Edly’s Privacy Policy made available to the Client along with this Agreement. You acknowledge that Edly is part of a global company with global operations, and that personal data may be processed outside your country. All such transfers of personal data shall be in accordance with applicable data privacy laws. You have obtained any personal data provided to Edly in accordance with applicable data protection laws and has obtained all required consents.

Fair Use Policy

Fair Use is the doctrine that allows limited use of copyrighted material under certain circumstances without first requiring permission from the copyright holder. Examples of Fair Use include criticism, news reporting, research, and teaching. Below are your Fair Use rights in regards to the usage of our product.

Additional definitions for Fair Use from https://www.copyright.gov/fair-use/more-info.html can be found below:

1. Purpose and character of the use, including whether the use is of a commercial nature or is for nonprofit educational purposes: Courts look at how the party claiming fair use is using the copyrighted work, and are more likely to find that nonprofit educational and noncommercial uses are fair. This does not mean, however, that all nonprofit education and noncommercial uses are fair and all commercial uses are not fair; instead, courts will balance the purpose and character of the use against the other factors below. Additionally, “transformative” uses are more likely to be considered fair. Transformative uses are those that add something new, with a further purpose or different character, and do not substitute for the original use of the work.
2. Nature of the copyrighted work: This factor analyzes the degree to which the work that was used relates to copyright’s purpose of encouraging creative expression. Thus, using a more creative or imaginative work (such as a novel, movie, or song) is less likely to support a claim of a fair use than using a factual work (such as a technical article or news item). In addition, use of an unpublished work is less likely to be considered fair.
3. Amount and substantiality of the portion used in relation to the copyrighted work as a whole: Under this factor, courts look at both the quantity and quality of the copyrighted material that was used. If the use includes a large portion of the copyrighted work, fair use is less likely to be found; if the use employs only a small amount of copyrighted material, fair use is more likely. That said, some courts have found use of an entire work to be fair under certain circumstances. And in other contexts, using even a small amount of a copyrighted work was determined not to be fair because the selection was an important part—or the “heart”—of the work.
4. Effect of the use upon the potential market for or value of the copyrighted work: Here, courts review whether, and to what extent, the unlicensed use harms the existing or future market for the copyright owner’s original work. In assessing this factor, courts consider whether the use is hurting the current market for the original work (for example, by displacing sales of the original) and/or whether the use could cause substantial harm if it were to become widespread.

Availability SLA

As part of this agreement, you have a right to an Availability SLA (Service Legal Agreement). The Availability SLA below details your guarantees towards the availability that Edly will provide you when providing you access to the platform.

1. Edly shall monitor the availability of the Hosted System 24/7. The availability of the production environment(s) of the Hosting Services will be 99.5% of each calendar quarter, excluding Excused Downtime.
2. Edly’s and its licensors’ entire liability and your exclusive remedy for any breach by Edly of the obligation in Section 3(a) shall be to credit to you a portion of its fees for the quarter during which such breach of obligation occurred, which credit shall be equal to the fees under this Agreement for such quarter multiplied by the Downtime Percentage. Such credit will be applied against any outstanding or future fees due under these Service Terms during the then current Service Period. If you fail to make a written request for a credit under this provision within ten business days after the end of the applicable Transaction Outage, no credit shall be due to you.

Ownership

As a user of our platform, you and Edly have certain ownership rights to the content you create in our platform and the data stored on our servers for your instance of our product. Below are your ownership rights.

1. Ownership of the Hosted Software and Hosting Services, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Edly and/or its licensors. You shall not and shall not attempt to (a) reverse engineer the Hosted Software or derive its algorithms from its use; (b) created derivative works of the Hosted Software; or (c) authorize or permit a third party to access the Hosting Services using your issued logins or passwords. All non-public information regarding the Hosted Software and its performance, including any analyses and benchmarking that you may perform, shall be deemed the confidential information of Edly and You shall not disclose to any third party or use for any purpose other than exercising its rights hereunder.

Hosted Data

As stated in the definitions in this Software License Agreement, Hosted Data includes the content you create within the platform. This Software License Agreement outlines your Hosted Data rights and protections below.

1. Unless otherwise agreed in an SOW, Edly has no ownership in all Hosted Data provided by you or your users. Edly shall take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches. You agree that the Hosted Data will not include: (i) any information, or documents or technical data that are classified, Controlled Unclassified Information, ITAR controlled or otherwise have been determined by the United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security (provided, however, that this restriction shall not apply with respect to ITAR controlled data if the Quote so specifies), and/or (ii) any data that is “protected health information, including any medical, demographic, visual or descriptive information that can be used to identify a particular patient/individual” and/or any other data subject to the U.S. “Health Insurance Portability & Accountability Act of 1996” and regulations promulgated under that Act (collectively “HIPAA”).
2. Edly shall treat all Hosted Data as confidential and shall only use the Hosted Data to (i) provide the Hosting Services (including reporting to you on use of the Hosting Services), (ii) monitor your use of the Hosting Services for security and technical support purposes and for validating you compliance and usage limitations, and for purposes of otherwise complying with Edly’s obligations to you, and (iii) share with any Edly subcontractors who need to know such information in order to provide the Hosting Services, provided that they are bound by similar confidentiality obligations. For purposes of clarity, Edly’s obligation to keep such Hosted Data confidential shall not apply to information that Edly is required to disclose by law (but only to the extent of such required disclosure). You warrant and represent that you are the lawful owner of or have the requisite consent for use of its Hosted Data.

As part of this Software License Agreement, you are also provided Additional Security Measures for your Hosted Data. In addition to Hosting Providers’ protections, Edly provides the following additional measures:

1. Hosted Data transmitted to the Hosted System is encrypted.
2. Hosted Data is stored on S3. Daily backups of the production system will be retained for at least one week, and a weekly
3. backup will be retained for at least one month.
4. Services and Hosted Data are protected with several layers of security, including routing, service access separation, user access control, and auditing.
5. Edly maintains controls consistent with the ISO 27001 framework.
6. Hosted Data is maintained in secure directories that require access authentication.

In order to enhance data security, you are responsible for:

1. Ensuring you use utmost discretion in granting administrator privileges.
2. Ensuring that your Users do not share their passwords and that such Users implement adequate password practices and safeguards.
3. Designing, authoring, validating, and approving all custom reports.
4. Ensuring and maintaining security of your systems and the machines that connect to and use the Hosted System, including implementation of necessary patches and operating system updates.

The scope of the Services does not include any Customer security requirements beyond those set forth in the Edly Cloud/SaaS Services Terms and Conditions. You hereby agree that it will not and will not engage or authorize any third party to perform any penetration testing of the Hosted System without obtaining Edly’s prior written permission.

Edly API Clauses

As a User of our Product, you are guaranteed support for APIs (Application Programming Interface) with provisions per the clauses below.

1. API shall refer to any available Edly Application Programming Interface (“API”) and any accompanying or related documentation, source code, executable applications and other materials made available by Edly, including, without limitation, through its applications and website. APIs allow you to access Edly sites and services and Edly Content, to develop Applications that integrate with or facilitate the use of Edly’ sites and services.
2. Your use of the Edly’s API is permitted only for the purpose of facilitating or optimizing your or your Users’ use of Edly’ sites and services.
3. Edly grants you a non-exclusive, non-transferable, and non-sublicensable license to use the API solely to develop, test and support an integration of your application.
4. Edly will provide you with Access Credentials that permit you to access Edly’s your specific databases and applications. The Access Credentials are the property of Edly and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, or if Edly determines the API calls to be adversely affecting the Edly Services, if you violate any term of this Agreement, or if Edly terminates this Agreement.

Rights in Work Product

As part of this Software License Agreement, you are afforded certain rights to your Work Product. “Work Product” means any materials and any intellectual property rights embodied therein that are made, conceived, written, created, developed, reduced to practice and/or delivered by Edly in the course of providing Consulting Services hereunder, including without limitation any reports, computer software and/or software documentation created developed and/or delivered by Edly. Edly shall have exclusive ownership of the Work Product, including exclusive ownership of any copyright thereto and of any inventions, discoveries, improvements, ideas, techniques and/or know-how embodied therein.

1. Any pre-existing intellectual property owned by either party shall remain the property of that party and the other party shall obtain no ownership rights therein.
2. Edly grants to you, subject to receipt of payment by you and the other terms and conditions of his Agreement, a nonexclusive, perpetual, non-transferable right and license to use such Work Product solely for your internal use purposes. This license shall include the right to use, prepare derivative works for internal use and, with respect to documentation, copy and distribute internally only and not to third parties, such Work Product.
3. Notwithstanding the foregoing or anything to the contrary in this Agreement, and unless otherwise specified in a mutually agreed SOW: (a) Edly will not provide source files for any custom training materials developed and/or delivered by Edly under this Agreement, and (b) you will have no right whatsoever to (i) make additional copies (other than a reasonable number of backup copies) of any training materials and/or custom training materials developed and/or delivered by Edly under this Agreement, (ii) prepare derivative works based upon any such materials, or (iii) distribute such materials to any third parties.
4. Without limiting Edly’s ownership rights in the Work Product, Edly expressly retains the right to use and provide to third parties in the course of its business copies or portions of the Work Product or works derived from the Work Product, exclusive of any confidential or proprietary information of you subject to Section 3 of Exhibit A. Edly shall not be precluded in any way from using any generalized knowledge or expertise that Edly acquires during performance of the Consulting Services.