Edvisor Distribute: Terms of Service (with EdCover)

1 Acceptance of Terms.

1.1 Edvisor Technologies Inc. (“Edvisor”) provides its Service (as defined below) to You through its web site located at www.edvisor.io (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with these TOS, You must not accept these TOS and may not use the Service.

1.2 Edvisor may change this TOS from time to time. Notice of changes will be sent to you via email (to the email address Edvisor has on file) and also displayed on Edvisor. You can review the most current version of this TOS at any time at http://www.edvisor.io.com/terms. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, your only remedy is to stop accessing and using the Service.

2 Description of Service.

The "Service" includes (a) the Site, (b) the Edvisor promotions management tool, products and services management tool, package management tool, agency management tool, quotes tool, applications tool, agency discovery tool, and other features provided through the Site, and (c) all software, data, numbers, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.

3 General Conditions/ Access and Use of the Service.

3.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for your internal business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.

3.2 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Edvisor. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Edvisor, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. Edvisor reserves the right to access any or all your accounts in order to respond to your requests for technical support.

3.4 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Edvisor’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.

3.5 The failure of Edvisor to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Edvisor, even though it is electronic and is not physically signed by you and Edvisor, and it governs your use of the Service and takes the place of any prior agreements between You and Edvisor.

4 Trademarks.

"Edvisor" and Edvisor’s various logos used or displayed on the Service are trademarks of Edvisor and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Edvisor products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.

5 Payment and Refunds.

5.1 The Service is made available on an annual subscription basis. Edvisor charges for plans with added capacity and agency connection provisioning. You will be billed monthly or yearly starting on the day of registration depending on the type of payment plan you choose. Following year 1 of subscription, you can cancel at any time by either completing a cancellation request form or providing written notice, a minimum of 30 days in advance. Downgrading your account may cause the loss of features, or capacity of your account. Edvisor does not accept any liability for such loss. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time. In addition, special pricing may apply for customers with an exceptionally high number of campuses, agency connections, or an unusually high monthly usage of the Service. Edvisor is not obligated to provide refunds or credits, but reserve the right to assess this on an individual basis.

6 Cancellation and Termination.

6.1 You are responsible for properly cancelling your account. The account owner can cancel the account at any time by emailing your Edvisor customer success representative or contact@edvisor.io to request a cancellation or by completing the Edvisor Cancellation Form. There are no other means of cancelling your account. Upon cancellation, You will cease to have access to your account, but Your profile and Your content may remain live for 3 months unchanged to allow for any education agencies connected to your account to make arrangements. After 3 months, all of your content will be deleted from the Service. This information cannot be recovered once your account is cancelled. If You cancel the Service, your cancellation will take effect immediately however cancellations received within 15 days of your billing cycle may result in your being charged.

6.2 Edvisor reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if Edvisor believes that You have violated these TOS. Edvisor will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Edvisor shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

7 Your Responsibilities.

7.1 You shall: (i) coordinate with Edvisor to launch Your Edvisor profile within twenty-five (25) days of subscribing to the Service, (ii) be solely responsible for the accuracy and reliability of any Content (data, numbers, text, images, sounds, video, or other content), uploaded, or submitted by You to the Service in the course of using the Service (if an education agency has an issue with the Content in Your Edvisor Account, including pricing and promotions data, you are fully responsible for resolving the situation with the education agency), (iii) retain all right, title and interest in and to Your Content, including all intellectual property rights therein and thereto, (iv) grant to Edvisor all necessary licenses in and to Your Content solely as necessary for Edvisor to deliver the Service, (v) not provide, post or transmit any Content that: infringes or violates any third party intellectual property or other proprietary rights, or any applicable laws; or contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information.

8 Public Announcements.

8.1 Both You and Edvisor shall be permitted to make public announcements, including but not limited to, press releases and media announcements, regarding the existence of this Agreement and the relationship between the parties.

8.2 Edvisor shall be permitted to disclose, including through the display of Your name, trademark(s) and logo(s) on EDVISOR’s website, sales and marketing presentations, and publicity and marketing materials, that You are one of its customers.

9 DISCLAIMER OF WARRANTIES.

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND Edvisor EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT Edvisor DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM Edvisor OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

10 LIMITATION OF LIABILITY.

10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL Edvisor BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, Edvisor SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

10.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, Edvisor’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11 Assignment.

Edvisor may assign or transfer this TOS, in whole or in part, without restriction.

12 Export Compliance.

You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components. Governing Law. These TOS shall be governed by the laws of British Columbia without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and provincial courts of British Columbia for the purpose of resolving any dispute relating to your access to or use of the Service.

13 Governing Law.

These TOS shall be governed by the laws of British Columbia without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and provincial courts of the Province of British Columbia for the purpose of resolving any dispute relating to Your access to or use of the Service.

14. EdCover

In order to maintain your organization’s status as having EdCover on Edvisor, you agree to:

Ensure Edvisor is updated with pricing and special offers for all markets globally including all special offers and local market promotions;
Accept applications sent through the Edvisor platform;
Encourage Edvisor agencies to send applications through the Edvisor platform in order for EdCover to be applied;
Respond to applications sent by agencies through Edvisor within 24 hours maximum;
Provide Edvisor with updated course listing, pricing, special offers/promotions, validity, terms & conditions and dates for use within the platform a minimum of 21 days before any existing information expires (36 days in case of year end updates) via the Pricing Submission Form in Edvisor Distribute;
Proactively update Edvisor with all and any changes to your course, accommodation or campus offerings;
Provide quick responses to any questions raised by Edvisor’s Pricing Management team to facilitate Edvisor’s management of your profile and pricing;
Give clear instructions to Edvisor on how any special offers or pricing works on a per market basis via the Pricing Submission Form;
Provide Edvisor with a specified contact for the retrieval of pricing information and updates;
Agree that failure to deliver information to Edvisor in appropriate time may result in either:

your information not being visible to partners;
your pricing being labeled as “non-guaranteed” for Edvisor agencies;
your existing special offers or pricing being extended until accurate information is received and updated.

In accordance with you meeting the conditions stipulated above, Edvisor agrees to:

Take full operational control of your global pricing on Edvisor;
Take responsibility for any errors that occur as a result of inaccuracy related to your pricing in Edvisor;
Compensate or reimburse agencies directly for any pricing error or discrepancy that is reported by an Edvisor agency at the time of quoting or booking your organization;
Tag your organization as having ‘EdCover within the Edvisor platforms used by agencies;
Notify you of any information within the platform that is expiring no later than 30 days in advance of the expiry date with subsequent reminders every 7 days. (45 days in the case of year end updates);
Contact you within 24 hours should any information submitted by SCHOOL require clarification;
Maintain you updated of the status of their pricing requests at all times;
Contact you no later than 1 business day following the completion of the updates to review any updates and mark pricing as “Guaranteed by Edvisor”;
Quality Review all tasks you raise prior to their going live on the Edvisor platform;
Ensure all tasks related to the creation, management and updating of your profile as detailed below are completed within the following time frames:

Edvisor Distribute Pro: 5 business days / Edvisor Distribute Expert: 3 business days:

New School Creation;
Base Price Transition/Update;
New Promo/Market Price Creation;
Existing Promo Update; Package Creation;
Package Extension/Update;
New Campus/School Info*

*Pricing Management Task Definitions

New School Creation: the creation of a new school profile and its related campuses with complete global pricing information.

Base Price Transition/Update: the updating of prices, start dates and any other relevant info required for the start of a new year, new academic period or new recruitment cycle.

New Promotion or Market Price: new general or market-specific promotions to be activated in a school account.

Existing Promotion Updates: updating of existing promotions, including extensions and adjustments to values.

Package Creation, Extension and Updates: This option allows schools to include diverse products within a single product (course + accommodation + other services, for example). As with Promotions, schools can request the extension or updating of Packages.

New Campus/School Info: updating of existing accounts where general information such as campus information, pictures, social media links and other external profile details are updated. Schools are also encouraged to take control of updating their own profiles.

This document was last updated on May 23, 2022 CE