Terms and Conditions Ada Nexus LXP

1.1. "Service": Refers to the Ada Nexus LXP learning experience platform, including the software, its features, interfaces, websites, associated documentation, and any updates.

1.2. "Customer": Refers to the entity or individual that accepts these Terms and uses the Service.

1.3. "Authorized Users": Individuals (employees, students, etc.) designated and authorized by the Customer to access the Service under the Customer's account.

1.4. "Customer Content": Refers to all content, data, and information that the Customer or its Authorized Users upload, transmit, or display through the Service.

1.5. "Usage Data": Anonymized and aggregated information about how the Service is used, including performance metrics and usage patterns, which does not identify any individual or the Customer.

1.6. "Plan": Refers to the specific subscription plan selected by the Customer, which determines the features, limits, and fees of the Service.

1.7. "Privacy Policy": Refers to the document that describes how we collect and use data, available at [Link to Privacy Policy].

3.1. License Grant: Subject to these Terms and the payment of applicable fees, Ada School grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your internal purposes only.

3.2. Scope of License: The license is limited to the number of Authorized Users specified in your Plan. You are responsible for ensuring that the number of Authorized Users does not exceed your subscription limit.

4.1. Account Responsibility: You are responsible for maintaining the confidentiality of your access credentials and for all activities that occur under your account.

4.2. Content Responsibility: You are solely responsible for Customer Content, including its legality, accuracy, and appropriateness. You represent and warrant that you own all rights to or have obtained all necessary consents to use the Customer Content in connection with the Service.

4.3. Acceptable Use and Restrictions: You and your Authorized Users shall not:

• (a) Sell, resell, rent, lease, or use the Service in a service bureau or time-sharing model.
• (b) Interfere with or disrupt the integrity or performance of the Service.
• (c) Attempt to gain unauthorized access to the Service or its related systems.
• (d) Reverse engineer, decompile, or disassemble any part of the Service.
• (e) Upload or transmit any content that is unlawful, infringing, harmful, or malicious.

4.4. Fair Use Policy: If your Plan includes "unlimited" features, they are subject to a fair use policy that prohibits usage we deem abusive or that degrades the performance of the Service for other customers.

5.1. Customer Customization: The Service allows the Customer to customize the appearance of their instance with their own branding, including but not limited to logos, trade names, and color schemes (hereinafter, "Customer Branding").

5.2. Responsibility for Branding: The Customer is solely and exclusively responsible for the Customer Branding. The Customer represents and warrants that it owns all necessary rights to use the Customer Branding, and that its use will not infringe upon the intellectual property or trademark rights of any third party.

5.3. Ada School Disclaimer: Ada School acts solely as the provider of the underlying technology. We have no control over and assume no liability for the content, interactions, policies, or activities that occur within the Customer's customized instance. This includes, without limitation, Customer Content, the conduct of Authorized Users, and any agreements or policies the Customer establishes for its own users. The Customer agrees to indemnify and hold Ada School LLC harmless from any claim arising from the use of Customer Branding or from activities conducted within its instance.

6.1. Service Provision: We will provide the Service in accordance with these Terms and the selected Plan, with a target uptime of 99.5% monthly.

6.2. Technical Support: We will offer technical support in accordance with your Plan.

6.3. Rights to Usage Data: You grant us the right to collect, analyze, and use Usage Data to operate, improve, analyze, and market the Service and for other legitimate business purposes.

7.1. Ada School's Property: We are the exclusive owners of all rights, title, and interest in and to the Service, including all Usage Data.

7.2. Customer Content Property: You retain all rights to your Customer Content.

7.3. Feedback: Any feedback or suggestions you provide to us may be used by us without any obligation to you.

9.1. Fees and Billing: You will pay all fees specified in your Plan, in advance and on a recurring basis (monthly or annually).

9.2. Automatic Renewal: Your subscription will automatically renew for successive periods unless you cancel it prior to the renewal date.

9.3. No-Refund Policy: Except as required by law, all fees paid are non-refundable.

9.4. Price Changes: We reserve the right to change Plan prices and will notify you at least 30 days in advance.

9.5. Taxes: Our fees do not include Taxes. You are responsible for paying all applicable Taxes.

14.1. Term: This agreement begins when you accept the Terms and continues as long as you have an active subscription.

14.2. Termination: You may cancel your subscription at any time. We may suspend or terminate your access for a material breach of these Terms.

14.3. Effect of Termination: Upon termination, your access will cease. We will make your Customer Content available for export for thirty (30) days before its secure deletion. Clauses that by their nature should survive (e.g., Intellectual Property, Confidentiality, Limitation of Liability) will do so.

16.1. Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement between the parties.

16.2. Assignment: You may not assign your rights without our consent.

16.3. Third-Party Services: We are not responsible for third-party services you integrate with the Platform.

16.4. Export Compliance: You will not use the Service in violation of U.S. export laws.

16.5. Notices: Notices will be provided in writing to the registered email addresses.

16.6. Language: In the event of a conflict, the Spanish version of these Terms will prevail.

16.7. Updates: Material changes to these Terms will be notified 30 days in advance.