1.0 Acceptance of Terms

This agreement (the "Agreement") governs your use of the products and services (the "Services") provided by EduSafe. By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree with these terms, do not use the Services. This Agreement is between the entity that operates the Services (EduSafe) and the person or entity agreeing to these terms (you).

2.0 Scope of Agreement

This Agreement includes:

• The terms specified in the relevant order form (Order).
• These general terms and conditions (General Terms).
• The specific terms applicable to each Service provided by EduSafe (Service Modules).
• EduSafe's policies, including the Privacy Policy, Acceptable Use Policy.

In case of any inconsistency, the order of priority will be: Order, General Terms, Service Modules, EduSafe Policies.

3.0 Description of Services

EduSafe provides:

3.1 Subscription Services: Cloud-based, software-as-a-service solutions.

3.2 Support Services: Assistance related to the Subscription Services.

3.3 Other Products or Services: As specified in the Order.

Excluded from the Services are:

• Data, content, or materials you upload or generate (Your Data).
• Modifications made by you (Your Modifications).
• Shared materials created by EduSafe or other users (Shared Materials).
• Hardware related to the Services.
• Third-party connectors not built by EduSafe.

EduSafe reserves the right to modify the Subscription Services, including functionality and features. If such modifications materially reduce the functionality, you may terminate the affected Services with notice, and EduSafe will refund any prepaid, unused Fees.

4.0 Intellectual Property Rights

EduSafe and its licensors retain all rights to the Services, including intellectual property rights. You retain ownership of Your Data. You grant EduSafe a license to use Your Data to provide the Services and improve them. If you share templates or courses, you grant EduSafe and other users a license to use and modify those templates and courses.

5.0 Use of Shared Materials

Your use of Shared Materials is at your own risk. EduSafe excludes liability for the use of Shared Materials, and it is your responsibility to assess their suitability.

6.0 Your Data

You warrant that Your Data and Your Modifications comply with applicable laws and do not infringe on third-party rights. EduSafe may remove Your Data if it suspects a breach of this warranty. You are responsible for obtaining necessary consents for the use of personal information within Your Data. You must indemnify EduSafe against any claims arising from your data or breach of this Agreement.

7.0 Integration with Third-Party Products

EduSafe may provide integration with third-party products (Third-Party Products). Your use of Third-Party Products is subject to your agreement with the third-party provider, and EduSafe is not responsible for such products.

8.0 Confidentiality

Confidential Information disclosed under this Agreement must be kept confidential and used only for the purposes for which it was disclosed. This obligation does not apply to information that is public or obtained independently.

9.0 Privacy and Security

EduSafe implements security measures to protect Your Data. EduSafe complies with applicable data protection laws and processes personal data in accordance with its Privacy Policy. You must ensure compliance with data protection laws and obtain necessary consents for data use.

10.0 Order and Subscriptions

To use the Services, you must complete a Purchase specifying the Services, fees, and subscription terms. Subscriptions renew automatically unless terminated by either party with notice.

11.0 Billing and Payment

You must pay all Fees as specified in the Order. Fees are non-refundable except as provided in this Agreement. If you add users or services, you will be billed for additional fees.

12.0 Limitation on Liability

Except as required by law, the Services are provided "as is" without warranty. EduSafe is not liable for indirect, incidental, or consequential damages, or for any claims exceeding the fees paid by you in the preceding twelve months.

13.0 IP Indemnity

EduSafe will defend you against claims that the Subscription Services infringe third-party intellectual property rights and will indemnify you against damages awarded or settled, subject to conditions including prompt notice and cooperation.

14.0 Term and Renewal

This Agreement starts on the Commencement Date and continues until all Subscription Terms expire or are terminated. Subscriptions renew automatically unless terminated with notice.

15.0 Termination and Suspension

You may terminate Subscription Services at any time. Either party may terminate this Agreement for material breach or insolvency. EduSafe may suspend or terminate the Services for repeated breaches or failure to pay Fees.

16.0 Consequences of Termination

Upon termination, you must cease using the Services and delete EduSafe's Confidential Information. EduSafe will delete Your Data as specified in its Privacy Policy.

17.0 Amendments

EduSafe may update this Agreement and will notify you of material changes. If such changes reduce your rights, you may terminate the Agreement with notice.

18.0 General

This Agreement is governed by Irish law. If any provision is invalid, the remainder will continue in effect. Force majeure events excusing performance are recognized. Notices will be provided via the website or email. Disputes are subject to arbitration unless you opt out. This Agreement contains the entire understanding and may not be assigned without consent, except in specific circumstances.