EDLS USA Terms and Conditions
EDLS USA hereby grants Licensee a non‐exclusive license (the “License”) to use the products and or resources identified on the License Agreement (the “Products”), according to the terms below.
1. Use of the Products or Resources. This License is for Licensee’s internal use only. Only Licensee’s employees and other authorized individuals as specified in the License Agreement may use the Products. The number of users specified in the License Agreement is the total number who may access the content in any form, whether online, in print, or in facilitated sessions. Licensee agrees to take reasonable steps to see that only authorized users have access to the Products. Licensee will be subject to additional fees (calculated on an average user cost basis) if the number of users as reported in usage reports exceeds the number specified in the License Agreement. Individual users may print the Products for their personal use, but no one may print the Products in bulk.
2. Access, Support and Privacy.
EDLS USA (or associated partners) host the Products:
(i) EDLS USA will provide a password-protected website through which users may access the Products. EDLS USA will make every effort to ensure smooth and continuous operation of the website, subject to infrequent and temporary interruptions which EDLS USA will remedy as soon as possible.
(ii) During normal business hours of 8:00 AM to 5:00 PM Eastern Time, EDLS USA will provide technical support for the life of this License to individual users. EDLS USA may from time to time monitor Licensee usage to improve the Products and the user experience. No personal information will be captured, and all data will be kept confidential and used only in aggregated form.
(iii) To see a copy of the EDLS USA Privacy Policy click here:
3. Security. Each party will notify the other if it becomes aware of a security breach affecting the Products or systems.
4. Representations, Warranties and Limitation of Liability.
a. EDLS USA warrants that the Products will work properly for the life of this License and any renewals of it. If at any time the Products do not work properly due to a product defect, EDLS USA will repair or replace the Product. If that does not fix the problem, EDLS USA will refund the balance of the License fee.
b. Except with respect to either party’s breach of the confidentiality obligations set forth herein, gross negligence or willful misconduct, neither EDLS USA nor Licensee will be liable for monetary damages beyond the purchase price of this License.
c. Each party represents, warrants and covenants that: (i) it has the full power and authority to execute and deliver this Agreement; and (ii) the execution, delivery and performance of this Agreement does not and will not result in the violation of any applicable law or conflict in any material respect with or constitute a material breach under any document, agreement, license or other writing by which it is bound.
d. EDLS USA further warrants that the Products do not infringe the intellectual property rights or the privacy or other legally‐protected rights of any person. EDLS USA will indemnify Licensee and Licensee’s employees against any claim or liability made against Licensee that is predicated on a breach of this warranty, provided that Licensee gives prompt notice of such claim and allow EDLS USA to defend it as EDLS USA thinks best.
e. In the event that either party hereto is delayed or hindered in the performance of any act required by this Agreement by reason of strike, lock-outs, labour troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, natural disaster, riots, sabotage, terrorist act, insurrection, war, act of God, or other reasons of a like nature beyond the reasonable control of such party, then the performance of such act shall be excused for the period of the delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay, up to a maximum of three (3) months, provided that such party (i) immediately notifies the other party of the circumstances creating the failure or delay; (ii) provides sufficient documentation to establish (to the reasonable satisfaction of the other party) the impact of such party’s failure or delay; and (iii) uses commercially reasonable efforts to re-commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans, implementation of a disaster recovery plan or other means.
5. Ownership and Publicity. The Products and all supporting materials are copyrighted by EDLS USA or their respective copyright owner(s), and the names of the Products are trademarked. This License does not convey any rights to trademarks or content, except for usage as set forth herein. Licensee may not decompile reverse‐engineer or otherwise disassemble the Products or Resources. Licensee may not create translations or other derivative works without written permission from EDLS USA. Licensee may create links from the products to their intranet, but otherwise may not modify or customize the Products except with EDLS USA permission and assistance.
6. Term and Termination. The term of the License is specified for the Products listed in the License Agreement. Except as provided in Section 4 for Product defects, an event of Force Majeure, or in this Section 6, once the Products are made available, no pro rata refund will be made for termination prior to the end of the term, regardless of any contrary provision in any purchase order or other transactional document. Delivery takes place when EDLS USA provides the information necessary to access the Products. Either party may terminate this Agreement at any time without notice if the other party fails to perform or breaches any material term or condition hereof and does not cure such failure or breach within thirty(30) days after receipt of written notice from the non‐breaching party describing the breach in reasonable detail. If Licensee terminates this Agreement for cause, EDLS USA will provide Licensee with a pro-rata refund to the end of the then current term.
7. Continuous Value Model / Upgrades. During the term of this agreement Licensee will receive automatic updates several times throughout the year to the content as released by our partners. These updates may manifest themselves in many different formats depending on the offering from our various partners. Updates typically include: updates to existing content, new external links, new content formats and or topics etc.
8. Confidentiality. EDLS USA will keep confidential all of Licensee’s information that EDLS USA receives or becomes privy to as a result of the relationship established hereby, unless such information otherwise becomes public or EDLS USA is required by law to divulge it.
9. Permissions/Credits/Advanced License Funds. Unused advanced payment funds and/or permissions may be carried forward to a new contract, provided that (a) all accounts are current, including payment of any outstanding balances and applicable late fees, and (b) the new contract is valued at a minimum of 50% of the previous contract’s total value or meets EDLS’s minimum contract option for the applicable contract classification. Any unused funds or permissions carried forward must be utilized within 12 months, or they will be forfeited.
10. General terms.
a. This License contains the entire agreement between the parties and supersedes all previous licenses, agreements, representations and negotiations, written or oral, express or implied.
b. This License may be modified only by an amendment in writing signed by the parties.
c. Payment terms are net 30 days unless agreed to in writing before a contract is signed. A 1% monthly charge will be added for any overdue accounts. The Supplier reserves the right to suspend services for accounts more than thirty (30) days past due until the account is current.
d. In the event of a conflict between the terms of this License and any subsequent statement of work, purchase order, invoice, or other document, the terms of this License will prevail unless otherwise mutually agreed to and set in writing by the parties.
e. Neither party may assign or delegate any of its rights, duties or responsibilities under this Agreement without the other’s prior written consent.
11. Law. This Agreement shall be governed by the laws of the State of Wyoming, and the courts of the State of Wyoming shall have exclusive jurisdiction over all disputes arising hereunder or in connection with this Agreement.