PLATFORM CONTENT LICENCE AGREEMENT

This Agreement is Between

(1) MyEd Limited incorporated and registered in England and Wales with company number 11946348 whose registered office is at Unit 6 Queens Yard, White Post Lane, London, United Kingdom, E9 5EN (MyEd), and

(2) Contributor of content and subscriber to a service - an educational institution/body or a local authority or another form of legal entity that wished to use a free or a payment-based subscription to one or more of MyEd services.

each a ‘party’ and together the ‘parties’.

BACKGROUND

(A) MyEd owns and operates the Platform (defined below) which provides educational search facilities and resources, including access to information relating to nurseries, schools, colleges, universities and other educational establishments and related courses.

(B) The Contributor is the owner of the Content (defined below) which it wishes MyEd to incorporate and use on the Platform.

(C) The parties have agreed that the Contributor shall provide the Content to MyEd for use on the Platform, on the terms and subject to the conditions set out in this Agreement.

Agreed terms

1. Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement.

1.1 Definitions:

Agreement: this platform content licence agreement[, including the Schedule(s)].

App: MyEd Open School which is available for use by schools, parents and pupils on desktop computers and a range of mobile devices.

Applicable Data Protection Laws: means (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Content: the text, information, data, software, executable code, images, audio or video material provided by the Contributor to MyEd for incorporation in, and use on, the Platform.

Data Processing Agreement: the controller to processor data processing agreement between MyEd and the Contributor which accompanies this Agreement.  

Delivery Date(s): The date(s) of the subscription or free use of the Services.

Delivery Materials: the materials comprising or containing the Content in any electronic or physical form to be delivered by the Contributor to MyEd.

Derivative Work: original content contained on the Platform that is based on the Content, such as a translation, musical arrangement, dramatisation, fictionalisation, motion picture version, sound recording, art reproduction, abridgement, condensation or any other form in which a work may be recast, transformed or adapted.

Effective Date: The date(s) of the subscription or free use of the Services.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Fees: As per the pricing pages for each service.

Format: As required in the Contributors accounts pages.

Good Industry Practice: means acting in good faith to perform all contractual obligations and, in so doing, exercising the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced provider engaged in the same type of undertaking, under the same or similar circumstances and conditions.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.

Marks: any and all trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this Agreement, whether or not registered.

Platform: the educational MyEd search and MyEd Open School platform, available via the Site and/or the App, including all related software, data, information and/or technology.

SaaS: Software as a Service – MyEd Search, an educational search software application

Site: the website at https://myed.com.

Services: mean MyEd main site, MyEd Search and MyEd Open School

Territory: The Services are currently only available in the UK

Third Party Content: any data, information, video, graphic, sound, music, photographs, software and any other material contained in the Content that is supplied or provided by a third party.

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

User: a user of the Platform or any part or component of the Platform.

User Data: all information provided by or gathered from Users when visiting or using the Platform.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 A reference to ‘writing’ or ‘written’ includes email.

1.7 This Agreement shall be binding on, and ensure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

2. Grant of licence

2.1 Subject to 32.2, during the term of this Agreement, the Contributor grants to MyEd a non-exclusive licence (including the right to sub-license) to use and distribute the Content on the Platform.

2.2 The licence granted under 32.1 permits MyEd to:

(a) modify, electronically reproduce and distribute, and publicly perform and display the Content on the Platform;

(b) reproduce and distribute through any media now known, or hereafter developed, excerpts of the Content for marketing and promotional purposes related to the Platform; and

(c) make Derivative Works, reproduce, publicly perform and display and distribute such Derivative Works in conjunction with the Content through the Platform, including in any media now known or hereafter developed;

(d) store copies of the Content, in such format and by such technology and/or media (whether now known or hereafter devised) as MyEd may require for the operation of the Platform;

(e) edit, adapt, or modify the format and layout of the Content to the extent required for the provision of the Platform;

(f) transmit and/or publish the Content on or via the Platform; and

(g) enable Users to access, download, store and/or display the Content in connection with their use of the Platform.

2.3 In granting the above rights, the Contributor agrees and acknowledges that (i) the Content will be accessed and available to Users, and (ii) that the Platform will contain content [and applications] from a number of other contributors that may be similar in nature, or compete with, the Content.

3. Parties' responsibilities

3.1 The Contributor agrees to:

(a) deliver the Delivery Materials to MyEd in the agreed format or as required in the user, schools, Local Authorities and Academies account pages on or before the Delivery Date(s);

(b) supply the Content in accordance with Good Industry Practice;

(c) ensure the Content is true, accurate and up to date and to regularly refresh, change and update the Content as required to meet those requirements;

(d) provide MyEd with all assistance and support reasonably required to enable MyEd to upload, install and test the correct functioning of the Content on the Platform;

(e) ensure that the Content is of no lesser quality than content of the same or similar nature made available to other third parties;

(f) obtain and maintain all necessary rights, permissions, consents and waivers in respect of Third-Party Content or other content comprised in the Content for which the Contributor is not the lawful owner, in order to grant and honour the license under clause 2.2 of this Agreement;

(g) monitor and manage the Content to ensure it complies with all applicable laws and regulations at all times.  

3.2 MyEd has no obligation to the Contributor, and undertakes no responsibility, to review the Content to determine its accuracy or whether any such Content may result in any liability to any third party. All such responsibility rests with the Contributor.

3.3 MyEd agrees to:

(a) host or procure the hosting of the Content on or via the Platform;

(b) use the Content in accordance with the terms of the licence granted under clause 2.2 above and not for any other purpose;

(c) be responsible for all dealings with Users; and

(d) promptly notify the Contributor of any issues which arise relating to the Content, such as inaccuracies, errors, conflicts or issues raised by Users.

3.4 Where the Content includes any personal data, the parties agree that the terms of the Data Processing Agreement shall apply.

3.5 Notwithstanding anything to the contrary contained in this Agreement, in the event that MyEd considers that the Content or any part thereof does not comply with applicable laws or regulations or may infringe third party rights or may be contrary to any guidelines, MyEd will (at its option) have the right to remove the Content from the Platform and/or display an appropriate message to Users informing them of the temporary removal or amendment to the relevant Content, until such time as the matter has been rectified.

4. Marks

4.1 Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party's services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party's exclusive property.

4.2 Subject to Error: Reference source not foundError: Reference source not found to clause 4.4 below, the Contributor grants to MyEd a non-exclusive, non-transferable, non-assignable, royalty-free licence to use the Contributor’s Marks for the purposes of performing MyEd’s obligations under this Agreement, including in connection with the operation of the Platform and any advertising, marketing and promotional activities undertaken in connection with the Platform.

4.3 All uses of the Contributor’s Marks by MyEd, including all goodwill arising, shall accrue solely to the benefit of the Contributor.

4.4 All promotional literature and other materials prepared by either party in connection with its promotional obligations under this Agreement shall bear appropriate copyright and trademark notices as prescribed by the party whose content or branding is included therein.

5. Fees and payment

The fees and payments for subscribing to MyEd services are detailed in the prices and packages sections for each service.

5.1 You will receive access to MyEd Services following either your signing up for  free package or for a payment, or agreement to pay whether verbally or in writing if you select to spread the payments, for the period of your subscription. MyEd agrees to provide you with reasonable support by telephone or email during normal working hours for the purpose of assisting you to maintain access to our Services.

5.2 This Agreement and the documents referred to within it contain all the terms on which we provide our Services to you. They supersede any previous representations or agreements.

5.3 Where you are a private consumer nothing in this agreement shall reduce your statutory rights.

5.4 Your subscription begins on the day that we notify you by email that it has begun and provide you with login details. It is your own responsibility to ensure that the login details are passed on to the relevant person at your organisation to facilitate access to our Services. Subscriptions cannot be assigned or transferred to another person or organisation without our written consent.

5.5 The fee for your subscription (the Fee) is calculated annually on the anniversary of the day your subscription began unless otherwise agreed with us. The Fee will be payable by whatever payment MyEd may reasonably request. MyEd shall be under no obligation to provide access to our Services until the Fee has been paid.

5.6 Following the end of the agreed term of your subscription it will renew automatically unless you confirm to MyEd no more than 14 (fourteen) days after the renewal date that you do not wish to renew the subscription.

5.7 If you fail to pay the Fee, MyEd may suspend your access to our Services until payment of the Fee is received.

5.8  On registration, you or your organisation will be allocated unique login details. You are responsible for all use of our Services using your login details and for preventing unauthorised use of your login details. You must ensure that any user you pass login details onto complies with this Agreement and all reasonable user terms made available in our Services.

5.9 If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your login details, you must notify MyEd immediately by emailing info@myed.com.

5.10 You may use our Services on user devices and networks within the purchasing organisation in accordance with your subscription.

5.11 You may not rent or lease access to our Services and you may not provide access (or allow any other person to provide access) to our Services on any other device except as expressly permitted above.

5.12 If MyEd reasonably believes that your login details are being used in any way which is not permitted by this Agreement, MyEd reserves the right to cancel your subscription immediately on giving notice to you and to block your login.

5.13 Once you’ve paid for a subscription you are committed to that subscription for its originally agreed term. This means that you will not be entitled to a refund if you decide that you do not wish to continue using the service part way through the term of your subscription.

5.14 In the event that we agree to split your Fee into parts, thereby allowing you to defer payment of part of your Fee to a later date, you will be liable for all parts of the Fee, even if you choose to cancel your subscription part way through.  For example, if you have a 12 (twelve) months subscription and paid the Fee payable for this period and if you choose to end your subscription after 6 (six) months, no refund would be due on the payment(s) of the Fee and you would still be liable to pay the six months, even though you were choosing not to use the service.

5.15 If you are subscribing to our Services as an individual or on behalf of an organisation, you are responsible for ensuring that everyone who uses your licence complies with this Agreement. Failure to do so may result in the suspension of your access to our Services.

6. Warranties

6.1 Each party warrants to the other that it has full power and authority to enter into and perform this Agreement.

6.2 The Contributor warrants that the Content, the Contributor's Marks and the Delivery Materials:

(a) do not infringe any third party Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;

(b) do not violate any law, statute, ordinance or regulation, including Applicable Data Protection Laws;

(c) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;

(d) are not obscene, pornographic or liable to incite racial hatred or acts of terrorism and do not contain child pornography;

(e) do not violate any laws regarding unfair competition, anti-discrimination or false advertising; and

(f) do not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

7. Changes

7.1 MyEd reserves the right to make changes to any aspect of the Platform and Services, including (without limitation) changes which are necessary to comply with applicable law or safety requirements or which do not materially adversely affect the nature or quality of its obligations to the Contributor.

7.2 Subject to clause 7.1, either party may request a change to this Agreement at any time during the term of the Agreement. Where a party raises a request for change, it will promptly provide the other party with such information as the other party may reasonably require in connection with that request, including a written estimate of:

(a) the likely time required to implement the change;

(b) any necessary variations required to the Agreement;

(c) the likely effect of the change; and

(d) any other impact of the change on this Agreement.

7.3 Subject to clause 7.1 above, a change will be effective only when agreed by the parties. The parties agree to act promptly and in good faith with respect to change requests and shall not unreasonably delay or withhold consent to the same.

8. Intellectual property rights

8.1 MyEd retains all Intellectual Property Rights in the Platform (including the Site and the App), the Derivative Works and its Marks, and nothing in this Agreement shall be taken to grant any rights to the Contributor in respect of such Intellectual Property Rights.

8.2 Title to and ownership of all Intellectual Property Rights in or relating to the Content shall remain with the Contributor. Except as expressly provided in this Agreement, nothing shall be construed to grant to MyEd any right, title or interest in or to the Content.

8.3 Any and all User Data collected through any user registration process or otherwise shall be owned by MyEd.

8.4 The Contributor shall indemnify MyEd against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Content, the Delivery Materials and/or the Contributor's Marks infringe Intellectual Property Rights belonging to a third party.

8.5 In relation to the indemnity in 88.4 above, MyEd shall:

(a) promptly notify the Contributor in writing of the claim or action;

(b) make no admissions or settlements without the Contributor's prior written consent;

(c) give the Contributor all the information and assistance that the Contributor may reasonably require; and

(d) allow the Contributor complete control over any negotiations, litigation and settlement of any such claim or action.

9. Limitation of remedies and liability

9.1 Nothing in this Agreement shall operate to exclude or limit either party's liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(c) fraud;

(d) [any breach of Applicable Data Protection Laws;

(e) any other liability which cannot be excluded or limited under applicable law.

9.2 Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.3 Save for 89.1 and 88.4, each party's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Fees payable by the Licensee to MyEd under this Licence Agreement in that calendar year.

10. Term and termination

10.1 This Agreement shall commence on the Effective Date and shall run for an initial period of 12 months (the Initial Term). Thereafter, the Agreement shall automatically renew for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing (via the online facility in the account), at least 90 days before the end of the Initial Term or applicable Renewal Term, in which case the Agreement shall terminate upon the expiry of the Initial Term or Renewal Term (as applicable); or

(b) otherwise terminated in accordance with the provisions of the Agreement.

10.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in section 123(1)(e) or 123(2) of the IA 1986;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 9b to 10i (inclusive);

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(l) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or

(m) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

10.3 On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.

11. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks or more, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of [five] years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by 1112.2.

12.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 1112; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party 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.

13. Notices

13.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) sent by email to the following address: MyEd: info@myed.com

13.2 Any notice or communication shall be deemed to have been received:

(a) by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

13.3 This 1113 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14. Announcements

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

15. Assignment

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

16. Entire agreement

16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party acknowledges that it shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

17. Third party rights

17.1 Unless it expressly states otherwise, this Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

18. Variation, waiver and rights and remedies

18.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.3 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

19.2 If any provision or part-provision of this Agreement is deemed deleted under 1319.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation are governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction

The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Agreement or its subject matter or formation.

This Agreement has been entered into on the date of the signing up to the use of a free package or the payment of the subscription.

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