End User License Agreement (EULA)

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you (either an individual or a single entity) and Pro Deo Enterprise ("Company," "we," "us," or "our") for the use of Pro Deo Learning Management System software, which includes computer software, associated media, printed materials, and online or electronic documentation (collectively, the "Software").

1. Grant of License

1.1 License Grant

Subject to the terms and conditions of this Agreement and payment of applicable fees, Pro Deo Enterprise grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal educational and administrative purposes.

1.2 License Types

• Institution License: Permits a single educational institution to use the Software for managing its educational operations.
• User License: Permits individual users (teachers, students, parents, administrators) to access the Software through their institution's license.
• Trial License: Permits evaluation of the Software for a limited period as specified during registration.

1.3 Scope of License

The license granted herein is limited to the subscription plan selected and paid for. Features, storage limits, and user counts are determined by your subscription tier.

2. License Restrictions

You may NOT:

• Copy, modify, or distribute the Software or any portion thereof
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Rent, lease, lend, sell, sublicense, or transfer the Software to any third party
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software to develop a competing product or service
• Use the Software in any way that violates applicable laws or regulations
• Share login credentials or allow unauthorized users to access the Software
• Use automated scripts, bots, or scrapers to access the Software
• Attempt to circumvent any access controls or usage limits
• Use the Software for any purpose other than educational administration

3. Intellectual Property Rights

3.1 Ownership

The Software is licensed, not sold. Pro Deo Enterprise and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to trademarks, service marks, or logos of Pro Deo Enterprise.

3.2 Your Data

You retain all ownership rights to the data you input into the Software ("Your Data"). You grant Pro Deo Enterprise a limited license to use Your Data solely to provide and improve the Software services.

3.3 Feedback

If you provide feedback, suggestions, or recommendations regarding the Software ("Feedback"), you grant Pro Deo Enterprise a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose.

4. User Responsibilities

4.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.

4.2 Compliance

You agree to comply with all applicable laws, regulations, and third-party agreements in your use of the Software, including but not limited to data protection laws and educational regulations.

4.3 User Conduct

Institutions are responsible for the conduct of their users. You agree to establish and enforce acceptable use policies for users accessing the Software through your institution.

4.4 Data Accuracy

You are responsible for the accuracy and completeness of all data entered into the Software. Pro Deo Enterprise is not responsible for decisions made based on inaccurate data.

5. Privacy and Data Protection

5.1 Privacy Policy

Your use of the Software is also governed by our Privacy Policy, which is incorporated into this Agreement by reference.

5.2 Student Data Protection

We are committed to protecting student data and comply with applicable student data privacy laws. We will:

• Not sell student personal information
• Not use student data for targeted advertising
• Implement appropriate security measures to protect student data
• Only use student data for educational purposes
• Provide data deletion upon request and account termination

5.3 Data Processing

By using the Software, you consent to the processing of Your Data in accordance with this Agreement and our Privacy Policy. For institutions, you represent that you have obtained necessary consents from your users.

6. Updates and Maintenance

6.1 Software Updates

Pro Deo Enterprise may provide updates, patches, bug fixes, and other modifications to the Software ("Updates"). You agree that such Updates may be automatically installed without additional notice or consent.

6.2 Maintenance Windows

We may perform scheduled maintenance that temporarily limits access to the Software. We will endeavor to provide advance notice of planned maintenance and schedule such maintenance during low-usage periods.

6.3 Feature Changes

We reserve the right to modify, add, or remove features from the Software. We will provide reasonable notice of significant changes that may affect your use of the Software.

7. Support Services

7.1 Technical Support

Support services are provided according to your subscription plan. Support may include email support, chat support, phone support, and documentation access, depending on your plan tier.

7.2 Support Hours

Standard support is available during business hours (Monday-Friday, 9 AM - 5 PM GMT). Premium plans may include extended support hours.

7.3 Training

We provide documentation and may offer training resources to help you use the Software effectively. Additional training services may be available for purchase.

8. Term and Termination

8.1 Term

This Agreement is effective from the date you first access the Software and continues until terminated. Subscription terms are as specified in your subscription plan.

8.2 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Software and canceling your subscription. Refunds are subject to our refund policy.

8.3 Termination by Us

We may terminate this Agreement immediately if you breach any provision of this Agreement. We may also terminate or suspend your access for non-payment of fees.

8.4 Effect of Termination

Upon termination:

• Your license to use the Software immediately terminates
• You must cease all use of the Software
• You may request export of Your Data within 30 days
• After 30 days, Your Data may be permanently deleted
• Provisions that by their nature should survive will survive termination

9. Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In such cases, our liability is limited to the maximum extent permitted by law.

10. Limitation of Liability

Our total liability for all claims related to the Software shall not exceed the total amount of fees paid by you in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Pro Deo Enterprise and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of this Agreement
• Your use of the Software
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Content you submit or transmit through the Software

12. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to applicable trade sanctions.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Accra, Ghana, and you hereby consent to the personal jurisdiction and venue therein.

14. Dispute Resolution

14.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us. We will try to resolve the dispute informally by contacting you via email.

14.2 Arbitration

If informal resolution fails, any dispute shall be resolved by binding arbitration administered in accordance with the arbitration rules of the Ghana Arbitration Centre.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Pro Deo Enterprise regarding the Software.

15.2 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

15.3 Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

15.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction.

15.5 Notices

We may provide notices to you via email, posting on the Software, or other reasonable means. You may provide notices to us at the contact information below.

16. Changes to This Agreement

We reserve the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement and updating the "Last Updated" date. Your continued use of the Software after such changes constitutes acceptance of the modified Agreement.

17. Contact Information

For questions about this Agreement, please contact us: