These Terms of Use (“Terms”) govern your access to and use of the goedmo.com website (the “Website”). By accessing or using our Website, you agree to be bound by these Terms.
By accessing or using the EDMO Website, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Website.
Please note: These Terms apply to the EDMO website only. Use of the EDMO enrollment management software platform is governed by a separate Software as a Service Agreement between EDMO and subscribing institutions.
EDMO provides enrollment management software solutions for universities and higher education institutions. This Website provides information about our platform, services, features, and resources for prospective and current clients.
The Website serves as an informational resource and includes:
Product information and features
Resources and educational content
Contact information and support access
Client testimonials and case studies
News and company updates
You agree not to:
Violate any applicable laws or regulations while using the Website
Infringe upon the intellectual property rights of EDMO or others
Distribute harmful, offensive, or inappropriate content
Attempt to gain unauthorized access to the Website or related systems
Interfere with or disrupt the Website or servers
Use automated systems to scrape or data mine the Website
Impersonate any person or entity
Distribute spam, malware, or malicious code
Use the Website for any unlawful or fraudulent purpose
All content on the Website, including text, graphics, logos, images, videos, software, and trademarks, is owned by EDMO or its licensors and is protected by copyright, trademark, and other intellectual property laws.
You may not copy, modify, distribute, reproduce, publish, or create derivative works from any content on the Website without our express written permission. You may view and print content for your personal, non-commercial use only.
EDMO and related logos and product names are trademarks of EDMO. You may not use these trademarks without our prior written consent.
If you submit feedback, questions, comments, or other communications to us through the Website, you grant EDMO a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and incorporate such submissions for any purpose.
Please do not submit confidential or proprietary information through public areas of the Website. Any information you submit through contact forms or public channels will not be treated as confidential.
The Website may contain links to third-party websites or resources. EDMO is not responsible for the content, accuracy, or practices of any third-party sites. Your use of third-party websites is at your own risk and subject to their terms and conditions.
Our collection and use of personal information through the Website is governed by our Privacy Policy. By using the Website, you consent to our privacy practices as described in the Privacy Policy.
While we strive to provide accurate and up-to-date information on the Website, we make no warranties or representations regarding the accuracy, completeness, or timeliness of any content. Product features, pricing, and services are subject to change without notice.
The website is provided “as is” and “as available” without warranties of any kind, either express or implied. EDMO disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement..
EDMO does not warrant that:
The Website will be available or accessible at all times
The Website will be uninterrupted, timely, secure, or error-free
Information on the Website will be accurate or reliable
Any errors or defects will be corrected
To the maximum extent permitted by law, EDMO shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to your use of the website. In no event shall EDMO’s total liability to you exceed $100 or the amount you paid to access the website (if any), whichever is greater.
Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless EDMO and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to:
Your violation of these Terms
Your use of the Website
Your violation of any rights of another party
We reserve the right to modify, suspend, or discontinue any aspect of the Website at any time without notice or liability.
These Terms shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of law provisions.
Any dispute arising from these Terms or your use of the Website shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except where prohibited by law. You waive any right to a jury trial or to participate in a class action lawsuit.
We reserve the right to modify these Terms at any time. We will indicate changes by updating the “Last Updated” date at the top of this page. Your continued use of the Website after such changes constitutes acceptance of the modified Terms. We encourage you to review these Terms periodically.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and EDMO regarding your use of the Website.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.
You may not assign or transfer these Terms without our prior written consent. EDMO may assign these Terms without restriction.
If you are interested in subscribing to the EDMO enrollment management platform, please contact our sales team through the Website. Separate terms and conditions will apply to your use of our software services.
If you have questions about these Website Terms of Use, please contact us at:
EDMO
Email: info@gedmo.com
Website: www.goedmo.com
Address: Boston, USA
By using the EDMO Website, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them.
Edmo provides cloud-based tools and software products and services to enhance the application process for prospective international students who are applying to schools and colleges located primarily in the United States and Canada.
1.2. Edmo is a product owned and operated by iSchoolConnect, Inc. (“iSC”), a legally registered business entity. iSC does business as (“DBA”) Edmo for branding purposes, but all official contracts, invoicing, and service orders will reference iSchoolConnect, Inc. as the contracting entity.
THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF EDMO SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF EDMO SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Edmo’s direct competitors are prohibited from accessing the Services, except with Edmo’s prior written consent. This Agreement was last updated on June 16, 2023. It is effective between Customer and Edmo as of the date of Customer’s accepting this Agreement (the “Effective Date”).
means contact information, biographical information, contacts used for marketing and user account administration, and any other information otherwise maintained in or used for access to existing accounts.
means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
means (i) data or content in the Customer Properties that Edmo has access to; and (ii) any other data Customer submits to Edmo in connection with the use of the Services (not including Customer End User Data).
means a website or mobile application which has Edmo code or services embedded in their own website or application.
means end users of iSC’s Services provided on behalf of Customer or as a part of or through any Customer Property
means data and Personal Information related to Customer End Users submitted by Customer End Users to iSC.
means the technical user documentation, if any, provided with the Services.
means all applicable local, state, federal, foreign and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
means each Service Order referencing this Agreement.
means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) Identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy or data security Law.
means iSC’s proprietary software-as-a-service solution(s) for connecting prospective students with schools and colleges. Services shall also include a) any corresponding SDKs, APIs, documentation or software that may be made available by Edmo in connection with such Service; b) any onboarding assistance provided; c) any customization, white labeling, special features developed for the Customer, if any; and c) subsequent enhancements, updates and bug fixes to the foregoing made generally available by Edmo for no additional fee.
Edmo will provide to Customer the specific Services as specified in the applicable SO. Customer may access and use these Services during the Subscription Term (as defined below) solely for its own benefit and in accordance with the terms and conditions of these Terms of Use, the Documentation, an SOW (if any), and any scope of use restrictions designated in the applicable SO.
Use of and access to the Services is permitted by and only by employees, Contractors and Affiliates of the Customer as well as by Customer End Users (“Permitted Users”). Customer will ensure that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are intended to be granted to individual, named persons and may not be shared. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords.
Customer may permit individuals serving as its independent contractors and consultants who are not competitors of Edmo (“Contractors”) and individual employees, contractors, or consultants of Affiliates (as defined below) to serve as Permitted Users, provided Customer remains responsible for compliance by each such Permitted User with all of the terms and conditions of this Agreement and any such use of the Services by such Permitted User is for the sole benefit of Customer. Use of the Services by Permitted Users of Affiliates, Contractors and Customer in the aggregate must be within the restrictions in the applicable SO.
Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party other than Permitted Users; (b) use the Services to provide, or incorporate the Services into, any product or service of a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or nonpublic APIs to the Services, except to the extent expressly required by applicable law (and then only upon advance notice to iSC); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
If Customer receives free access or a trial or evaluation subscription to Services (“Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of thirty (30) days or such other period granted by Edmo (the “Trial Period”). Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Certain Trial Subscriptions may include pre-release and beta products (“Beta Releases''). Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period. Edmo has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Edmo WILL HAVE NO WARRANTY, INDEMNITY, DATA ARCHIVING, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
3.1. Rights in Customer Content. As between the parties,
Customer will retain all right, title and interest (including any and all
intellectual property rights) that Customer may have in and to the
Customer Content as submitted to or accessed through the Services
or submitted to iSC. Subject to the terms of this Agreement, Customer
hereby grants to Edmo a non-exclusive, worldwide, royalty-free right
to use, copy, store, transmit, modify, create derivative works of and
display the Customer Content solely to the extent necessary to
provide the Services to Customer.
3.2. Storage by iSC. Customer is solely responsible for all data
submitted to iSC. Unless otherwise agreed to in the Service Order or
an SOW or as required by Law under the governing jurisdiction, any
Customer Content and Customer End User Data will be retained
subject to iSC’s data retention policies and confidentiality obligations
under this Agreement. Customer specifically acknowledges that
Edmo is not obliged to maintain backup copies of any data or
Customer Content and that Edmo may be unable to restore such data
in the event of accidental loss or destruction.
3.3. Customer Obligations.
3.3.1. General. Customer will ensure that Customer’s use of the
Service and all Customer Content is at all times compliant with
Customer’s privacy policies and all applicable local, state, federal and
international laws, regulations and conventions, including, without
limitation, those related to data privacy and data transfer, and the
exportation of technical or personal data. Customer is solely
responsible for the accuracy, content and legality of all Customer
Content. Customer represents and warrants to Edmo that Customer
has all necessary rights, consents and permissions to collect, share
and use all Customer Content and Customer End User Data as
contemplated in this Agreement (including granting Edmo the rights
in Section 3.1), and that no Customer Content will violate or infringe
(i) any third party intellectual property, publicity, privacy or other
rights or (ii) any Laws.
3.3.2. No Personal Information. Customer acknowledges that
the Services are not designed for use with (and do not require)
Personal Information included in Customer Content. Customer
specifically agrees not to use the Services to collect, store, process or
transmit any Personal Information other than Account-Related
Information, and will not submit to the Services any Customer
Content containing any Personal Information. Edmo will have no
liability under this Agreement for Personal Information included
within Customer Content, or any security incident or breach
regarding such Personal Information, notwithstanding anything to
the contrary herein.
3.3.3. Customer End Users Data. Customer shall ensure that
Customer End Users are required to agree to abide by the Terms of
Service and Privacy Policy for end users of the Edmo platform
(together the “End User Terms of Service”). Customer shall ensure
that Customer End Users are aware that Customer can request such
Customer End User Data from them in order to use the Customer
Property or Services and that such Customer End User Data may be
sent to Edmo thru the use of the Services. Customer shall require
Customer End Users to review any Customer policies and the End
User Terms of Service prior to providing access to a Customer End
User or providing Edmo with access to Customer End User Data.
Except for Customer End User Data that has been deidentified (which
Edmo may use for any legitimate purpose), Edmo will not review,
share, distribute or reference any such Customer End User Data
except as required in order to provide Services to the Customer or if
required by Law.
3.3.4. AI Compliance and Fair Use. If the Services include AIdriven automation, Edmo will take reasonable steps to ensure that
AI-based decisions are explainable and free from bias. Edmo does not
guarantee that AI-generated outputs will be error-free, and
Customer acknowledges that they remain responsible for reviewing
and validating AI-driven recommendations. Edmo may update its AI
models periodically to improve performance, and such updates will
not materially diminish the functionality of the Services.
3.3.5. Customer Content Guidelines. Customer will not, and
shall ensure that Customer End Users shall not, use the Services with
any Customer Content or Customer End User Data that (i) is
deceptive, fraudulent, illegal, obscene, defamatory, libelous,
threatening, harmful to minors, pornographic, indecent, harassing,
hateful, religiously, racially or ethnically offensive, that encourages
illegal or tortious conduct or that is otherwise inappropriate in iSC’s
discretion; (ii) contains viruses, bots, worms, scripting exploits or
other similar materials; or (iii) could otherwise cause damage to
Edmo or any third party.
Customer will indemnify, defend and hold harmless Edmo from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any Customer Content, Customer End User Data or acts or omissions of Customer that constitute a breach by Customer of Section 3.3 (Customer Obligations) or (b) any service or product offered by Customer in connection with or related to the Services. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Edmo at Customer’s expense. Notwithstanding the foregoing sentence, Edmo may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and Customer will not settle any claim without iSC’s prior written consent, unless the settlement fully and unconditionally releases Edmo and does not require Edmo to pay any amount, take any action, or admit any liability.
4.1. Edmo Technology. This is a subscription agreement for access
to and use of the Services. Customer acknowledges that it is obtaining
only a limited right to the Services and that irrespective of any use of
the words “purchase”, “sale” or like terms in this Agreement no
ownership rights are being conveyed to Customer under this
Agreement. Customer agrees that Edmo or its suppliers retain all
right, title and interest (including all patent, copyright, trademark,
trade secret and other intellectual property rights) in and to the
Services, all Documentation, Services deliverables and any and all
related and underlying technology and documentation and any
derivative works, modifications or improvements of any of the
foregoing, including as may incorporate Feedback (collectively,
“EDMO Technology”). Except as expressly set forth in this
Agreement, no rights in any Edmo Technology are granted to
Customer or Customer End User. Further, Customer acknowledges
that the Services are offered as an on-line, hosted solution, and that
Customer has no right to obtain a copy of Services or any deliverables
unless otherwise specified in a Statement of Work.
4.2. Feedback. Customer, from time to time, may submit to Edmo
comments, questions, suggestions or other feedback relating to
Services (“Feedback”). Customer hereby grants Edmo a nonexclusive, royalty-free and fully-paid up license to use and exploit all
Feedback in connection with iSC’s products or services and Edmo
may freely use the Feedback without the need to pay compensation
for any use of such Feedback.
4.3. Usage Data. Notwithstanding anything to the contrary herein,
Customer agrees that Edmo may obtain Customer End User Data and
technical data about Customer’s use of the Services that is nonpersonally identifiable with respect to Customer or Customer End
User (“Usage Data”), and Edmo may use the Usage Data in any
manner it deems fit to analyze, improve, market, support and operate
the Services and otherwise for any legitimate business purpose
during and after the term of this Agreement. For clarity, this Section
4.3 does not give Edmo the right to identify Customer or Customer
End User as the source of any Usage Data.
5.1. Subscription Term. Each Service that is provided on a
subscription basis is identified as sch on the SO with a specified rate
and term (the “Subscription Term”).
5.2. Fees and Payment. All fees are as set forth in the applicable SO
and will be subject to the applicable payment terms set forth in the
applicable SO. Except as expressly set forth anywhere in this
Agreement, all fees are non-refundable. Customer is required to pay
any sales, use, GST, value-added, withholding, or similar taxes or
levies, whether domestic or foreign, other than taxes based on the
income of iSC. Customer must make all payments of Fees without any
setoffs, withholdings, or deduction of any kind. Any late payments
will be subject to a service charge equal to 1.5% per month of the
amount due or the maximum amount allowed by law, whichever is
less.
5.3. Consumption-Based Pricing. The Services may be provided
on a consumption-based pricing model, as detailed in the applicable
Service Order (SO). Consumption may be measured based on factors
such as the number of active users, transactions, API calls, data
volume processed, or other relevant metrics. Billing will occur in
accordance with the billing cycle stated in the SO, and Customer
acknowledges that charges may fluctuate based on actual usage. If
Customer exceeds any allocated usage limits specified in the SO,
Edmo reserves the right to charge overage fees at the rate specified
in the SO. Any changes to consumption rates will be communicated
to Customer with at least thirty (30) days' notice.
5.4. Suspension of Service. In addition to any of iSC’s other rights
or remedies (including but not limited to any termination rights),
Edmo reserves the right to suspend Customer’s access to the Services
if: (i) Customer's account is thirty (30) days or more overdue; (ii) Edmo determines that Customer has breached Section 2.3 (General
Restrictions) or Section 3.3 (Customer Obligations); or (iii) Edmo
determines that suspension is necessary to prevent harm or liability
to other customers or third parties, or to preserve the security,
stability, availability or integrity of the Services. Edmo will have no
liability for taking action as permitted above in this section. However,
unless this Agreement has been terminated, Edmo will cooperate
with Customer to restore access to the Services once Edmo
determines that Customer has resolved the condition requiring
suspension.
6.1. Term. This Agreement is effective as of the Effective Date and
expires on the date of expiration or termination of all Subscription
Terms.
6.2. Termination for Cause. Either party may terminate this
Agreement (including all related SOs) if the other party (a) fails to
cure any material breach of this Agreement (including a failure to pay
fees) within thirty (30) days after written notice; (b) ceases
operation without a successor; or (c) seeks protection under any
bankruptcy, receivership, trust deed, creditors’ arrangement,
composition, or comparable proceeding, or if any such proceeding is
instituted against that party (and not dismissed within sixty (60)
days).
6.3. Effect of Termination. Upon any expiration or termination of
this Agreement, Customer will immediately cease any and all use of
and access to all Services and delete (or, at iSC’s request, return) any
and all copies of the Documentation, any Edmo passwords or access
codes and any other Edmo Confidential Information in its possession.
Provided this Agreement was not terminated for Customer’s breach,
Customer may retain and use internally copies of all reports
exported from any Service prior to termination. Any Fees accrued
but not paid shall become immediately due and payable upon
Termination.
6.4. Survival. The following Sections will survive any expiration or
termination of this Agreement: 2.3 (General Restrictions), 2.4 (Trial
Subscriptions), 3.2 (Storage by ISC), 3.4 (Indemnification by
Customer), 4 (Ownership), 5.2 (Fees and Payment), 6 (Term and
Termination), 7.2 (Warranty Disclaimer), 10 (Edmo
Indemnification), 11 (Confidential Information), 12 (General
Terms).
7.1. Limited Warranty. Edmo warrants, for Customer’s benefit
only, that each Service will operate in substantial conformity with the
applicable Documentation or description of Service in SO. iSC’s sole
liability (and Customer’s sole and exclusive remedy) for any breach
of this warranty will be, at no charge to Customer, for Edmo to use
commercially reasonable efforts to correct the reported nonconformity, or if Edmo determines such remedy to be impracticable,
either party may terminate the applicable Subscription Term and
Customer will receive as its sole remedy a refund of any fees
Customer has pre-paid for use of such Service for the terminated
portion of the applicable Subscription Term. Edmo shall be entitled
to bill, in such cases, for the period for which Services were utilized
by Customer. The limited warranty set forth in this Section 7.1 will
not apply: (i) unless Customer makes a claim within thirty (30) days
of the date on which Customer first noticed the non-conformity, (ii)
if the error was caused by misuse, unauthorized modifications or
third-party hardware, software or services, or (iii) to use provided
based on a Trial Subscription.
7.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY
IN SECTION 7.1, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER
Edmo NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
BUT NOT LIMITEDTO WARRANTIES OF MERCHANTABILITY, TITLE,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
Edmo DOES NOT WARRANT THAT CUSTOMER’S USE OF ANY
SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES
EDMO WARRANT THATIT WILLREVIEWTHE CUSTOMER CONTENT
FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE
CUSTOMER CONTENT OR CUSTOMER END USER DATA WITHOUT LOSS. Edmo WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS,
SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF
THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER
SYSTEMS OUTSIDE THE REASONABLE CONTROL OF iSC. CUSTOMER
MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF
STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED
TO THE SHORTEST PERIOD PERMITTED BY LAW.
7.3. Specific Disclaimers. TO THE EXTENT PERMITTED BY LAW,
Edmo ISNOT RESPONSIBLE FOR ANYDELAYS, DELIVERY FAILURES,
OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE
TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS
ANDFACILITIES, INCLUDING THE INTERNET, OR (II) ANYDELAYOR
DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE
PROVIDER NOT CONTRACTED BY iSC, AND CUSTOMER
ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO
LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE
USE OF SUCH COMMUNICATIONS FACILITIES. CUSTOMER
ACKNOWLEDGES THAT Edmo CANNOT GUARANTEE THE
ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING,
SPYWARE, AND VIRUSES. ACCORDINGLY, Edmo SHALL NOT BE
LIABLE FOR ANY UNAUTHORIZED DISCLOSURE, LOSS OR
DESTRUCTION OF CUSTOMER DATA ARISING FROM SUCH RISKS AS
LONG AS SUCH RISK CANNOT BE ATTRIBUTED TO GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUDON iSC’S PART.
The Services shall
be subject to the Service Level and Technical Support as agreed, if
any, under respective SO.
8.1. Uptime Guarantee. Edmo will use commercially reasonable
efforts to ensure that the Services are available at least 99.9% of the
time, measured on a monthly basis, excluding scheduled
maintenance and events outside of iSC’s control (e.g., force majeure,
third-party outages). If Edmo fails to meet this uptime guarantee,
Customer may be eligible for service credits as detailed in the SO.
8.2. Refund Policy. In the event that Services experience a
material failure, resulting in unavailability for more than 24
consecutive hours due to iSC’s fault, Customer may request a prorated refund for the affected period. Refund requests must be
submitted within ten (10) business days of the downtime
occurrence.
9.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED
CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS)
WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE SERVICES, OR THE DOCUMENTATION FOR ANY
LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY
MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT,
SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES
OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES IN ADVANCE.
9.2. Liability Cap. iSC’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO
CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT,
THE SERVICES, THE DOCUMENTATION, OR THE Edmo CODE AT
ANY TIME WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY
CUSTOMER TO Edmo DURING THE TWELVE (12) MONTHS PRIOR
TO SUCH TIME UNDER THE RESPECTIVE SO.
9.3. Excluded Claims. “Excluded Claims” means any claim arising
(a) from Customer’s breach of Section 2.3 (General Restrictions); (b)
under Section 3.3 (Customer Obligations) and Section 3.4
(Indemnification by Customer); (c) under Section 10 (EDMO
Indemnification); or (d) from a party’s breach of its obligations in
Section 11 (Confidential Information) (but excluding claims related
to Customer Content and/or Customer End User Data).
9.4. Nature of Claims and Failure of Essential Purpose. The
parties agree that the waivers and limitations specified in this
Section apply regardless of the form of action, whether in contact,
tort (including negligence), strict liability or otherwise and will
survive and apply even if any limited remedy specified in this
Agreement is found to have failed of its essential purpose.
Edmo will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and that Edmo knew of such infringement (a “Third Party Claim”). For any such Third Party Claim, Edmo will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by Edmo (including reasonable attorneys’ fees) resulting from such claim, provided that Edmo will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Edmo to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of a Service is (or in iSC’s opinion is likely to be) enjoined, if required by settlement, or if Edmo determines such actions are reasonably necessary to avoid material liability, EDMO may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by iSC. The foregoing indemnification obligation of Edmo will not apply: (1) if such Service is modified by any party other than iSC, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by iSC, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Content or any third-party deliverables or components contained within such Service (including Open Source Software); (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action or claim arising from iSC’s reliance upon or use of any design, parameters, schematics, instruction, or any other documents or direction provided to Edmo by Customer for the development of a Service customization; or (7) if Customer settles or makes any admissions with respect to a claim without iSC’s prior written consent. THIS SECTIONSETS FORTHiSC’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical, personal and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Edmo Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Edmo without any marking or further designation. Customer Content will be deemed Confidential Information of Customer without the need for any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement or respective SO. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for iSC, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 11. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by administrative or judicial process, applicable law, or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law
In the event of a confirmed security breach that results in unauthorized access, disclosure, or loss of Customer Content or Personal Information, Edmo will: (i) promptly investigate and take corrective measures; (ii) notify Customer within 72 hours of confirming such breach; and (iii) provide reasonable cooperation, including remediation efforts and compliance support as required under applicable data protection laws (e.g., GDPR, CCPA, FERPA). iSC’s liability for security incidents shall be limited as set forth in Section 9 (Limitation of Remedies and Damages).
13.1. Assignment. This Agreement will bind and inure to the
benefit of each party’s permitted successors and assigns. Neither
party may assign this Agreement without the advance written
consent of the other party, except that either party may assign this
Agreement in connection with a merger, reorganization, acquisition
or other transfer of all or substantially all of such party’s assets or
voting securities. Any attempt to transfer or assign this Agreement
except as expressly authorized will be null and void.
13.2. Severability. If any provision of this Agreement will be
adjudged by any court of competent jurisdiction to be unenforceable
or invalid, that provision will be limited to the minimum extent
necessary so that this Agreement will otherwise remain in effect.
13.3. Governing Law; Jurisdiction and Venue. This Agreement
will be governed by the laws of the State of Massachusetts and the
United States without regard to conflicts of laws provisions thereof,
and without regard to the United Nations Convention on the
International Sale of Goods. All disputes relating to or arising out of
this Agreement shall be resolved in a state or federal court located in
or encompassing the city of Boston, Massachusetts, USA, and the
parties hereby consent to the jurisdiction of such courts.
13.4. Attorneys’ Fees and Costs. The prevailing party in any
action to enforce this Agreement will be entitled to recover its
attorneys’ fees and costs incurred in connection with such action.
13.5. Notice. Any notice or communication required or permitted
under this Agreement will be in writing to the parties at the
addresses set forth on the SO or at such other address as may be
given in writing by either party to the other in accordance with this
Section and will be deemed to have been received by the addressee
(i) if given by hand or email, immediately upon receipt; (ii) if given
by overnight courier service, the first business day following
dispatch or (iii) if given by registered or certified mail, postage
prepaid and return receipt requested, the second business day after
such notice is deposited in the mail.
13.6. Amendments; Waivers. No supplement, modification, or
amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this
Agreement. No waiver will be implied from conduct or failure to
enforce or exercise rights under this Agreement, nor will any waiver
be effective unless in a writing signed by a duly authorized
representative on behalf of the party claimed to have waived. No
provision of any purchase order or other business form employed by
Customer will supersede the terms and conditions of this Agreement.
13.7. Entire Agreement. This Agreement is the complete and
exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements and
communications relating to the subject matter of this Agreement.
13.8. Force Majeure. Neither party will be liable to the other for
any delay or failure to perform any obligation under this Agreement
(except for a failure to pay fees) if the delay or failure is due to
unforeseen events that occur after the signing of this Agreement and
that are beyond the reasonable control of such party (each, a “Force
Majeure Event”), such as a strike, blockade, war, act of terrorism,
riot, natural disaster, failure or diminishment of power or data or
telecommunications networks or services.
13.9. Independent Contractors. The parties to this Agreement
are independent contractors. There is no relationship of partnership,
joint venture, employment, franchise or agency created hereby
between the parties. Neither party will have the power to bind the
other or incur obligations on the other party’s behalf.
13.10. Export Control. In its use of the Services, Customer agrees
to comply with all export and import laws and regulations of the
United States and other applicable jurisdictions. Without limiting the
foregoing, (i) Customer represents and warrants that it is not listed
on any U.S. government list of prohibited or restricted parties or
located in (or a national of) a country that is subject to a U.S.
government embargo or that has been designated by the U.S.
government as a “terrorist supporting” country, (ii) Customer will
not (and will not permit any of its users to) access or use the Services
in violation of any U.S. export embargo, prohibition or restriction,
and (iii) Customer will not submit to the Services any information
that is controlled under the U.S. International Traffic in Arms
Regulations.
13.11. Government End-Users. Elements of the Services are
commercial computer software. If the user of the Services is an
agency, department, or other entity of the United States Government,
the use, duplication, reproduction, release, modification, disclosure,
or transfer of the Services, or any related documentation of any kind,
including technical data and manuals, is restricted by a license
agreement or by the terms of this Agreement in accordance with
Federal Acquisition Regulation 12.212 for civilian purposes and
Defense Federal Acquisition Regulation Supplement 227.7202 for
military purposes. All Services and EDMO Technology were
developed fully at private expense.
13.12. Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original and all of
which together will be considered one and the same agreement.
Facsimile signatures, signatures on an electronic image (such as .pdf
or .jpg format), and digital or electronic signatures shall be deemed
to be handwritten signatures.