Last issued; May 2018

1.) Definitions

In this License Agreement, we have given specific meanings to the following words: 

Subscriber” “you” and “your” means the individual or entity which is named as our subscriber when subscribing to an Elucidat Account (i.e. you, or your business) and who is contracting with Elucidat under this License Agreement, which shall, where the context permits, include the Subscriber’s directors, officers, employees, agents or authorized personnel;

Elucidat Account” means a current Subscription to the Software under this License Agreement;

Reseller” means a Subscriber of the Software who subscribes to an Elucidat Account on behalf of a third-party client;

License Agreement” means these terms and conditions may be amended or varied from time to time as explained herein;

Software” means our current Elucidat software-as-a-service, which is accessed and used via our password-protected area on our Site;

Us” ”we” and “our” refers to Elucidat Limited, a company registered in England with registered number 8526821 and having its registered office at 22-23 Kensington Street, Brighton BN1 4AJ, United Kingdom;

Site” means www.elucidat.com;

Course Content” means any e-learning materials, courses and other content, including text, imagery, videos or other files entered, uploaded or created by you or your learners while using the Software.

2.) This License Agreement

2.1) Acceptance of Terms: The Software is provided by Elucidat to the Subscriber subject to the terms of this License Agreement.  By applying for an Elucidat Account, you are indicating your acceptance of this License Agreement. 

2.2) Additional items: In addition to the terms set out herein, you will also be subject to any guidelines and other rules applicable to use of the Site and Software, which are posted on our Site from time to time. All such guidelines and rules are hereby incorporated by reference into this License Agreement. 

2.3) Important notice: The nature of Elucidat’s database-driven technology means that you will only be able to create and edit your Course Content and publish it via the Software for the duration of your Subscription. However, you may at any time export your Course Content out of our systems for independent publication. You agree not to hold Elucidat liable and we accept no responsibility in respect of the loss of any Course Content. You are therefore strongly advised to regularly export and backup copies of your Course Content. 

3.) The Software

3.1) The Software is subscription-based online e-learning authoring software. The Software provides our Subscribers with the ability to simply and quickly author and publish online e-learning Course Content. The Software is continually changing and is described in more detail on our Site. 

4.) Creating an Elucidat Account

4.1) In order to use the Software, you must apply via our Site or our Customer Success Team for an Elucidat Account. 

4.2) If you are applying on behalf of your business, please ensure you name the correct entity (sole trader, LLP, limited company or PLC, etc.) as the “Subscriber,” as the contract will be formed between the named Subscriber and Elucidat. You must only apply for an Elucidat Account in the name of a Subscriber with the express authority of that person or entity. A binding contract is formed between Elucidat and the Subscriber when we email confirmation of your Elucidat Account. This License Agreement shall govern the agreement between Elucidat and the Subscriber. 

4.3) We reserve the right, at our discretion, prior to entering a License Agreement, not to accept an application to create an Elucidat Account or additional Elucidat Accounts for existing Subscribers. This may be for any reason. No charge will be made by us for declined applications. 

5.) Resellers

5.1) You may apply for an Elucidat Account as a Reseller, i.e., if you want to set up and pay for the Software but to use it for the benefit of a third-party (e.g., if you are an e-learning consultancy setting up an account for your client’s use). Where you are applying as a Reseller, the terms in this section shall apply in addition to the other License Agreement terms.

5.2) You should indicate where prompted who your client is, and if you would like to be able to give them access and use your Elucidat Account with your authority. 

5.3) The Subscriber (i.e., the Reseller in the above scenario) shall be the contracting party under this License Agreement and shall be responsible for paying all fees associated with that Elucidat Account. Even where this License Agreement entitles you and your clients to use the Software for the benefit of your clients, Elucidat takes no direct contractual responsibility to your clients. Our only responsibility under this License Agreement is to the named Subscriber. 

5.4) Important note: Unless we have entered into a separate written agreement with you, you shall not be entitled to hold yourself out as an “authorized” Reseller or to use our name or other elements of our intellectual property (including but not limited to our name, logos and other branding) for the purposes of representing or implying that you are in any way authorized by Elucidat or are trading in any connection with us. A condition of your using the Software as a Reseller is that you make this clear to your clients who you permit to access your Elucidat Account. If you would like to apply to become an authorized Elucidat Reseller, please contact our Customer Success Team for further information. 

6.) Accessing and using your Elucidat Account

6.1) Once your Elucidat Account has been created, we will issue you with a username and password.

6.2) Unless permitted below, the Subscriber may not permit any third-party to access or use their Elucidat Account.

6.3) Additional users within the Subscriber organization (and/or within the Subscriber’s client, where a Reseller has nominated a client in the sign-up process) can obtain their own usernames and passwords if the initial user accesses the Software and uses the “Editor” function on the “Account” page. (Some subscription packages may have limitations on the number of additional users which can be added – please check our Site for details.)

6.4) You may be able to upgrade your Elucidat Account by applying to upgrade and paying any further applicable fees. 

6.5) The Software is continually under review and its features and functionality may change throughout your Subscription at our sole discretion.

6.6) The Software may facilitate the creation of SCORM-compliant files for integration with third-party learning management systems (LMSs). We do not warrant that third-party LMSs will all be able to integrate with SCORM files generated by the Software. If you require support services in this regard we shall use reasonable endeavors to assist you, but such services shall be fully chargeable according to our standard rate card for such services.  

7.) Your rights

7.1) Your rights: From our confirmation of the creation of an Elucidat Account, we grant the Subscriber and its authorized personnel (and, in the case of Resellers, their nominated clients) a non-transferable, non-exclusive license to access and use the Software in accordance with this License Agreement for the duration of the Subscription. 

7.2) Conditions: The above license is strictly subject to compliance with this License Agreement by the Subscriber and its authorized personnel and, for Resellers, nominated clients. Access to the Software may be suspended at any time for reasonable cause. 

8.) Your obligations

8.1) You must: 

8.1.1) Only use the Software for the Subscriber’s own business purposes and, for Resellers, those of its nominated clients;

8.1.2) Comply with our Site Terms of Use at all times;

8.1.3) Only use the Software for legal purposes in accordance with honest trade practices;

8.1.4) Use reasonable endeavors to maintain the security of all log-in details for the Elucidat Account;

8.1.5) Only attempt to access the Software using authorized log-in details of the Subscriber;

8.1.6) Comply with our reasonable requests and directions as to your use of the Software notified to you from time to time;

8.1.7) Take full responsibility for the compliance with these License Agreement Conditions by anyone accessing the Software using your Elucidat Account, including your authorized personnel and nominated clients.

8.2) You must not: 

8.2.1) Do anything which could reasonably be expected to damage, disable, overburden or materially impair the Software or our Site and systems generally, or which is likely to interfere with any other party’s use or enjoyment of the Software;

8.2.2) Use the Software to infringe upon any third-party intellectual property rights;

8.2.3) Infringe, challenge or dispute our ownership of the intellectual property rights in the Software; or

8.2.4) Seek to provide the Software to any third-party in any way not expressly permitted by your Elucidat Account.

9.) Security

9.1) The Subscriber is ultimately responsible for administering and safeguarding any log-in details and passwords created to control access to its Elucidat Account. Please keep any such details secure. Please let us know immediately if you think that there has been any unauthorized attempt to access the Software without permission. 

9.2) Our Security Policy applies.

10.) Paying for The Software

10.1) Subscription fees: In consideration for your rights under this License Agreement, you will pay to us all applicable subscription fees for use of the Software, either payable monthly or annually in advance as applicable depending on your chosen Subscription. The current pricing is advertised on our Site and may be varied from time to time. Changes posted on our Site shall take effect for you from your next billing cycle (i.e., you will only be subject to price increases after the period that you have already paid for in advance), unless otherwise agreed in writing. 

10.2) How payments are made: We will invoice you for the fees applicable to your Subscription, payment being required before your Elucidat Account will be activated or before your current Subscription period expires. 

10.3) Automatic renewal:  Unless otherwise agreed between us, your Subscription will automatically renew unless you cancel your Subscription according to the cancellation procedure below.   

10.4) VAT: Any prices on our Site are quoted in UK pounds Sterling and exclude VAT, sales tax or other applicable taxes which are also payable as applicable. 

10.5) Non-payment: We shall be under no obligation to provide the Software if the Subscription fee (plus applicable taxes) is not paid to us on time. The Subscriber must ensure that we have complete and accurate billing and contact information throughout the Subscription period, including the full name of the Subscriber, its business address, and a billing contact email address. If Subscription fees become overdue, because for example invoices are unpaid or the Subscriber’s credit card has expired, we reserve the right to suspend your access to the Software until the balance is paid and/or we may close your Elucidat Account permanently without notice, without prejudice to our wider remedies at law. 

10.6) Resellers: If you are using the Software as a Reseller, you are solely responsible to Elucidat for the payment of all Subscription fees for your own and your clients’ use of the Software via your Elucidat Account and all applicable taxes. 

11.) Course Content, Personal Information and Confidentiality

11.1) Rights in your Course Content: You have sole responsibility for the accuracy, reliability and use of your Course Content. You retain ownership and/or control of any copyright, trademarks, database rights and any other intellectual property rights in your Course Content. Intellectual property ownership in your Course Content will not be transferred to us. 

11.2) Our use of your Course Content: We will only use your Course Content to the extent necessary to provide the Software, except that we reserve the right to disclose your Course Content to law enforcement and/or regulatory officials in the investigation and/or determination of alleged unlawful activities and legal disputes. The Software will enable you to create, edit, store, access, publish and delete your Course Content for the duration of your Subscription.  

11.3) Your responsibilities regarding Course Content:  You warrant that you have the rights to use your Course Content, and any Personal Information contained within it, online via the Software. You take full responsibility for your Course Content, and indemnify Elucidat against any claims relating to breach of third-party rights caused by such use of your Course Content, breach of any law or regulation or other legal rights as a result of the nature or use of your Course Content, or any other associated claim. Elucidat reserves the right to remove your Course Content from our servers in the event of the above claims, threatened, alleged or issued, or for any other reasonable cause. 

11.4) Personal Information contained in your Course Content and/or generated by the Software: Elucidat functionality may generate analytics and/or Personal Information about your learners’ use of the Course Content via the Software.  Any Personal Information contained in your Course Content or generated by the Software shall be processed by us in accordance with our Privacy Policy (where we are the data controller) or our Data Processor Terms (where we are your data processor). Your Course Content will be hosted via the Site in accordance with our Security Policy

11.5) Deletion of your Course Content:  We will retain any Course Content that you leave in your Elucidat Account as of the expiry or termination of your Elucidat Account for the period of one [1] month after which we shall be entitled to delete it from our systems and backups. If you require assistance with exporting your Course Content, any applicable services shall be chargeable.

11.6) Backups:  All Elucidat data (including your Course Content stored via the Site) is backed up several times a day with encrypted copies of the backup data provided to multiple secure locations. Backed up data is stored for one (1) month after initial backup date. 

11.7) Confidentiality: Unless either we or you have the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with this License Agreement.  Neither we nor you will, without the prior written consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this License Agreement.  Each party's obligations under this clause will survive for a period of two (2) years following expiry or termination of your Subscription, but shall not apply to any information which:

11.7.1) is or becomes public knowledge other than by a breach of this clause;

11.7.2) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure;

11.7.3) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

11.7.4) is independently developed without access to the confidential information.

12.) Rights in Elucidat

12.1) Our intellectual property: All copyright, database rights, trademarks and other intellectual property rights in the Software (including any such rights in our Site) are either owned by or licensed to us, and nothing in this License Agreement shall transfer any ownership rights to the Subscriber or any third-party. 

12.2) Third-party features: All copyright, database rights, trademarks and other intellectual property rights in any external data sources or embedded third-party services used in the Software are the intellectual property of the relevant third-party provider. 

12.3) Marketing: Unless otherwise agreed between us, you hereby agree that we shall be entitled to publicize that you are a Subscriber to the Software on our Site, including use of your current logo or otherwise provided that such publicity does not imply any wider trading association or relationship between us.

13.) Closing an Elucidat Account

13.1) Cancellation by you: You may close your Elucidat Account at any time by contacting our Customer Success Team in writing at least seven (7) days before your current Subscription is due to auto-renew. Once you have given written notice, no further Subscription fees will be invoiced and no refund will be made of any Subscription fees already billed and paid.  If you cancel your Elucidat Account, the Software and Course Content will remain accessible by you until the current Subscription period that you have already paid for expires, after which your Elucidat Account will be locked and your Course Content shall no longer be accessible via the Software. 

13.2) Suspension and closure by us in the event of a problem: If you, or any other user of your Elucidat Account, fails to abide by this License Agreement or if the Subscription fees are not paid on time, we reserve the right to suspend your access to the Software and/or permanently cancel the your Elucidat Account. If we withdraw access to the Software because this License Agreement has been breached, no refund will be payable by us. 

13.3) Non-fault closure by us: In addition to our other rights under this License Agreement, we also reserve the right to close any Elucidat Account (including during any ‘Free Trial’) for any reason by giving one (1) months’ notice and refunding any unused Subscription fees on a pro rata basis. 

14.) Disclaimer

14.1) This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of the Software. It also requires the Subscriber to compensate us for any loss we suffer as a result of your failure to comply with this License Agreement. 

14.2) Course Content disclaimer: Elucidat does not control the Course Content that Subscribers create or publish via the Software and, as such, does not guarantee the accuracy, integrity or quality of such Course Content or derivative works. You understand that by using the Software, you may be exposed to third-party content that is offensive, indecent or objectionable. 

14.3) Standard Availability: Except as may be agreed in a separate written Service Level Agreement, we do not warrant any level of Software availability except that we agree to use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: 

14.3.1) planned downtime or maintenance (which we shall try to keep to a minimum and give at least 8 hours electronic notice, and which we shall schedule to the extent practicable during Saturday and Sunday British Standard Time), and 

14.3.2) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider (or other Third-Party) failure or delay, or denial of service attack.  

14.4) No guarantees: We make no guarantee that the Software will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access the Software. 

14.5) Exclusion of our liability: We do not exclude or restrict our liability (if any) for personal injury or death resulting from our negligence, penalties or fines imposed on us, or for fraud committed by us or for any matter which it would be illegal to exclude or to attempt to restrict our liability for. Except in relation to the foregoing, we exclude and limit all other liability and responsibility for any amount or kind of loss or damage arising in connection with this License Agreement (even if we have been advised of their possibility) on the following basis: 

a.) EXCLUDED TYPES OF LOSS: UNDER NO CIRCUMSTANCES SHALL ELUCIDAT, NOR ITS AFFILIATES, STAFF, AGENTS OR SUPPLIERS, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, OR SIMILAR ECONOMIC LOSS), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF THIS LICENSE AGREEMENT; AND 

b.) LIABILITY CAP:  OUR TOTAL LIABILITY FOR ANY OTHER LOSS OR DAMAGE RELATING TO THIS LICENSE AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID BY THE RELEVANT SUBSCRIBER IN RESPECT OF THIS LICENSE AGREEMENT IN THE PREVIOUS MONTH.

14.6) Liability to us: The Subscriber shall be solely responsible for any Course Content published via or in connection with its Elucidat Account. The Subscriber shall be held liable for any reasonable costs and expenses incurred by Elucidat as a result of breach of this License Agreement by you or anyone accessing your Elucidat Account with your permission. 

14.7) Third-party rights: No person other than Elucidat and the Subscriber shall have any rights to enforce this License Agreement. No third-party (including for the avoidance of doubt any client of a Reseller using the Software) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third-party which exists, or is available, apart from that Act. 

15.) General Legal Matters

15.1) Entire agreement: This License Agreement including all terms referenced in it (including our Site Terms of Use, our Privacy Policy, Data Processor Terms and Security Policy), describe the entire agreement between you, the Subscriber and us regarding the Software, and supersede any prior understandings or agreements. The headings are for convenience only and shall not affect the construction or interpretation of this License Agreement. 

15.2) Changes to this License Agreement: We reserve the right to change this License Agreement from time to time. Changes to this License Agreement will be notified to you and shall come into effect automatically for any subsequent Subscription renewal. Any renewal of your Subscription will be deemed to constitute acceptance by the Subscriber of all of the new terms. In addition, any terms agreed in writing by us as “Special Terms” in any Order Form shall override any conflicting terms in this License Agreement to the extent of any conflict.  This License Agreement may not otherwise be changed without our written consent. 

15.3) Transfer of rights and obligations: We shall be entitled to transfer our rights and/or obligations under this License Agreement to another party at our sole discretion. The Subscriber may not transfer any of your rights or obligations under this License Agreement without our written consent. 

15.4) Waiver and severability: If either you or we ignore any breach of this License Agreement, it shall not mean that any further breach cannot be enforced. Similarly, if any part of this License Agreement is held to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of this License Agreement will still be binding. 

15.5) Resolving disputes: This License Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. If any party wants to take court proceedings in relation to the Software, it must do so in the courts of England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the Software. 

15.6) Law and jurisdiction: This License Agreement is governed by and construed under the laws of England and Wales. If any party wants to take court proceedings in relation to this License Agreement, it must do so in the courts of England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the Software. 

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