6 Conditions of Services

6.1 Customer Obligations

The Customer agrees to:

• pay OpenEduCat, Inc. any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract ;
• immediately notify OpenEduCat, Inc. when their actual number of Users or their installed Apps exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in section 5.1 Standard charges;
• take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the OpenEduCat Enterprise Edition usage, as described in 3 Access to the Software;
• appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
• provide written notice to OpenEduCat, Inc. 30 days before changing their main point of contact to work with another OpenEduCat Partner, or to work with OpenEduCat, Inc. directly.

When the Customer chooses to use the Cloud Platform, the Customer further agrees to:

• take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
• make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published at https://www.openeducat.org/acceptable-use.

When the Customer chooses the Self-Hosting option, the Customer further agrees to:

• take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that OpenEduCat, Inc. cannot be held liable for any data loss;
• grant OpenEduCat, Inc. the necessary access to verify the validity of the OpenEduCat Enterprise Edition usage upon request (e.g. if the automatic validation is found to be inoperant for the Customer);

6.2 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of USD($) 30 000.00 (thirty thousand US Dollars).

6.3 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

6.4 Confidentiality

Definition of "Confidential Information":

All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

6.5 Data Protection

Definitions

"Personal Data", "Controller", "Processing" take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

Processing of Personal Data

The parties acknowledge that the Customer's database may contain Personal Data, for which the Customer is the Controller. This data will be processed by OpenEduCat, Inc. when the Customer instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services or the Database Upgrade Service), or if the Customer transfers their database or a part of their database to OpenEduCat, Inc. for any reason pertaining to this Agreement.

This processing will be performed in conformance with Data Protection Legislation. In particular, OpenEduCat, Inc. commits to:

• (a) only process the Personal Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case OpenEduCat, Inc. will provide prior notice to the Customer, unless the law forbids it ;
• (b) ensure that all persons within OpenEduCat, Inc. authorised to process the Personal Data have committed themselves to confidentiality;
• (c) implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure ;
• (d) forward promptly to the Customer any Data Protection request that was submitted to OpenEduCat, Inc. with regard to the Customer's database ;
• (e) notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ;
• (f) notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of OpenEduCat, Inc.;
• (g) make available to the Customer all information necessary to demonstrate compliance with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Customer;
• (h) permanently delete all copies of the Customer's database in possession of OpenEduCat, Inc., or return such data, at the Customer’s choice, upon termination of this Agreement, subject to the delays specified in OpenEduCat, Inc.'s Privacy Policy;

With regard to points (d) to (f), the Customer agrees to provide OpenEduCat, Inc. with accurate contact information at all times, as necessary to notify the Customer's Data Protection responsible.

Subprocessors

The Customer acknowledges and agrees that in order to provide the Services, OpenEduCat, Inc. may use third-party service providers (Subprocessors) to process Personal Data. OpenEduCat, Inc. commits to only use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a contract between OpenEduCat, Inc. and the Subprocessor that provides guarantees to that effect. OpenEduCat, Inc.'s Privacy Policy, published at https://openeducat.org/privacy-policy provides up-to-date information regarding the names and purposes of Subprocessors currently in use by OpenEduCat, Inc. for the execution of the Services.

6.6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, OpenEduCat, Inc. may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

Surviving Provisions:

The sections “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.