This Master Services Agreement (“Agreement”), is made between Eduemore Partners (hereafter “Eduemore”) with a principal address at No.32, Beliatta Road, Hakmana and either the entity as specified in the applicable Order form (“Licensee”). The Parties agree as follows:
The following terms have the meaning set forth below, as used in this Agreement.
a) “Licensee” means the party entering into an Order Form with Eduemore, or otherwise signing up to use the online learning Services from Eduemore.
b) “Courses” means the online lessons provided by Eduemore as part of the Services.
c) The “Fees” means the amounts payable by Licensee to Eduemore for access to the Services.
d) “Order Form” means the ordering document mutually executed by Eduemore and Licensee, (may submit electronically also by Licensees), specifying: (1) the Fees payable by Licensee to Eduemore, (2) the duration of the Services to be provided by Eduemore to Licensee, (3) the number of authorized users to access the Services, and (4) other billing and payment information on Eduemore’s provision of the Services to Licensee.
e) The “Services” means an online learning platform provided by Eduemore that includes the Courses.
f) “Users” means the employees and contractors that Licensee authorizes to access and use the Services.
g) “Personal Data” means any personal data that Licensee submits into the Services.
Eduemore agrees to make the Services available to Licensee and its Authorized Users pursuant to the terms of this Agreement and defined on an applicable order form signed by the Parties (“Order”). The use of the Services by Licensee and all authorized users will be governed by this Agreement and Eduemore’s Terms of Service as defined below.
This Agreement will commence on the Effective Date and will continue until the Order Form have expired or have been terminated. Either party may terminate this agreement at the end of the initial term or the renewal term by providing a minimum of thirty (30) days prior written notice to the other party.
Either party may terminate this Agreement in the event that the other party materially breaches this Agreement, by providing 30 days written notice unless such breach is cured during such 30 days’ notice period. If Licensee terminates this Agreement due to material breach by Eduemore, then Licensee will be entitled to receive a pro-rated refund for Services not rendered by Eduemore.
Licensee will pay the Fees as set forth in one or more Order Forms and the fee is payable upon receipt from date of Eduemore invoice. All fees are nonrefundable. If Licensee delays in making payments, then Eduemore reserves the right to charge the greater of 2% interest per month.
All Authorized Users of the Service must create an account and are allowed to access and use of the Services subject to agreement and acceptance of Eduemore’s Terms of service, available at www.eduemore.com. These Terms of Service are hereby incorporated into this Agreement by reference. To the extent that any conflict between the Terms of Service and terms of this Agreement, the terms of this Agreement shall govern.
Licensee shall not permit its Users to:
a) Copy, distribute, hack, or modify any of the Courses,
b) Use the Services for benchmarking or in order to build a competitive product to the Services,
c) Use automated means of any kind to access the Services, including but not limited to accessing API endpoints for which Licensee or its Users have not been provided authorization by Eduemore,
d) Share login access among multiple individuals or permit any party other than the Users to use the Services,
e) Input any inappropriate, racist, hateful, infringing, offensive, sexist, pornographic, defamatory content into the Services, or
f) Introduce any computer code, file, or program that may damage the Services,
g) Use the Services in any manner that is unlawful or infringes the rights of others.
If Eduemore notices that Licensee or any of its Users has violated the restrictions set forth in Section 7 above, Eduemore reserves the right to terminate or suspend access to the Services for Licensee or the relevant users.
Each party understands that that, during the term of the Agreement, one party may receive or be exposed to certain Confidential Information (“Receiving Party”) of the opposite Party (“Disclosing Party). For purposes of this Agreement, “Confidential Information” means all non-public business information that is either identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature and sensitivity of the information disclosed. Each Party agrees that;
(a) they will keep all in strict confidence to avoid unauthorized use or disclosure; (b) they will not disclose to any third party (directly or indirectly), except with the prior written consent of the Disclosing Party; and (c) they will not make use of any confidential information for Receiving Party’s own purposes other than as necessary to exercise its rights or perform its obligations or for the advantage of any other third-party other than the Disclosing Party.
Upon expiration or termination of this Agreement, or at the request of Disclosing Party, Receiving Party will deliver promptly to the Disclosing Party, or, will destroy, all confidential information that Receiving Party may possess or have under its control by that time.
Except as otherwise agreed upon by both parties, all Services are provided “AS IS” under this Agreement and Eduemore hereby disclaims all warranties including warranties of merchantability, fitness, accuracy for a particular purpose and non-infringement. Without limiting the foregoing, Eduemore makes no representation or warranty that Licensee’s access to or use of the Services are uninterrupted or error-free.
Licensee shall indemnify, defend, and hold Eduemore, its agents, affiliates, subsidiaries, directors, officers, employees (collectively "Indemnified Person(s)") harmless from and against any and every one third party claims, liabilities, losses, and expenses, brought against any Indemnified Person(s), arising out of Licensee’s unauthorized use, illegal use, or misuse of the Services.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (1) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR (2) ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY LICENSEE TO EDUEMORE IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.
For all purposes under this Agreement, each party shall be and act as an independent party of the other. Further, each party shall not bind nor attempt to bind the other to any other contract.
Eduemore may use Licensee’s company name, logo, and marks as a reference for marketing or promotional purposes on Eduemore’s website and in other promotional materials.
Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent that is caused by a condition beyond a party’s reasonable control. These conditions may include but not limited to civil disturbance, acts of terrorism or war, natural disaster, labor conditions, interruption of internet service or failure by a third-party hosting provider or utility provider, governmental activities, or denial of service attacks.
Neither Party shall assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way without the other Party’s prior written consent, except that each Party reserves the right to assign this Agreement to any person or entity acquiring all or substantially all of its assets or shares.
Eduemore will be solely responsible for its income taxes in connection with this Agreement and Licensee will be responsible for sales or similar taxes if any.
This Agreement is governed by and will be construed under the laws of Sri Lanka, without regard to the conflicts of law provisions thereof. If any dispute between the parties regarding the terms of this Agreement, the party prevailing in such dispute shall be entitled to collect all costs incurred in such dispute from the other party.
Neither party has received or been offered any illegal or improper payment, gift, bribe, kickback, or any other valuable thing from the other party in connection with this Agreement. Providing reasonable gifts and entertainment in the ordinary course of business will not violate this restriction.
If any provision of this Agreement is held by a court to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
This Agreement constitutes the entire agreement between the parties, along with the Privacy Policies (found at www.eduemore.com), pertaining to the subject matter hereof, and all agreements previously existing between the parties are expressly cancelled. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Licensee provides, and all such terms and conditions between parties are null and void and superseded by this Agreement. This Agreement, or any part thereof, may be modified by Eduemore at any time, and such modifications, additions or deletions will be effective immediately upon posting.
Eduemore Representative:[Eduemore Contact] Sales,
Eduemore No 32, Beliatta Road,
Hakmana.
[Eduemore Email Contact]Licensee Representative:
[Licensee Contact]CONTACT INFORMATION
IN WITNESS WHEREOF, the duly authorized representatives of Eduemore and Licensee have executed this Agreement on the dates shown below:
EduemoreExhibit
Services: Eduemore to provide access to our full lessons for the [Licensee Name] employees.
[Licensee Name] will also have access to an administrator panel which will allow for revoking and adding users.
Additional obligations.
Eduemore will provide:Service fee: [Amount]
Service term: [# of years - start date]