Terms of Service

These Terms of Service (“Terms”) govern your access to and use of EdPro’s website, platform, software, APIs, dashboards, and related services (collectively, the “Services”) provided by EdPro Technologies – FZCO (“EdPro,” “we,” “our,” or “us”). By registering, accessing, or using the Services, you (“you,” “your,” “Customer” or “User”) agree to these Terms.

License Number: 66285
EdPro Technologies – FZCO

If you do not agree with any portion of these Terms, do not use the Services.

1. Definitions

  • Account: Your user account to access the Services, including credentials, profile, and usage settings.
  • API: The Application Programming Interface used to enable communication between EdPro and third-party platforms.
  • Connected Platform / Integration: Any external system (e.g. Shopify, Google Ads, Meta, etc.) that you authorize EdPro to access via API.
  • User Data: Data, content, configurations, metrics, analytics, and other information you upload, sync, or input into the Services or that is pulled via integrations.
  • Allowed Use / Permitted Purpose: Use of the Services strictly in accordance with the license granted under these Terms (e.g. for internal business analytics, dashboards, cost calculations).
  • Confidential Information: Non-public information disclosed by one party to another that is marked or reasonably understood as confidential.
  • PDPL: UAE Federal Decree-Law No. 45 of 2021 on Protection of Personal Data.

2. License Grant & Use Restrictions

2.1 License Grant

Subject to your compliance with these Terms and payment of any applicable fees, EdPro grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during the Term.

All software, APIs, modules, dashboards, user interface, and documentation remain the property of EdPro (or its licensors). No ownership or title is transferred to you.

2.2 Use Restrictions

You agree that you will not:

  • Copy, reverse-engineer, decompile, disassemble, or derive source code from the Services, except where expressly permitted by applicable law.
  • Sell, resell, sublicense, distribute, rent, lease, or transfer the Services or your access to third parties.
  • Use the Services to build a competing product or service.
  • Use the Services in violation of applicable laws or regulations.
  • Interfere with or impair the performance, security, or integrity of the Services.
  • Attempt to gain unauthorized access to the Services or related systems.
  • Use the Services for illegal, malicious, or harmful purposes.
  • Remove or alter any proprietary notices or labels in or on the Services.

(Such use restrictions are standard best practice in SaaS agreements – Morgan Lewis.)

3. Account Registration, Credentials & Security

  • You agree to provide accurate, current, and complete information at registration and maintain it.
  • You are responsible for safeguarding your credentials and for all activity under your Account.
  • If you suspect unauthorized Account access or breach, you must notify us immediately.
  • We reserve the right to suspend or terminate your Account for suspected unauthorized or fraudulent use.

4. Fees, Billing & Payment

  • You agree to pay the subscription fees or charges associated with your chosen plan as presented when you sign up.
  • Payments will be handled via third-party payment processors (e.g. Stripe) under their terms and security.
  • Subscription renewals may occur automatically unless canceled according to your plan’s cancellation policy.
  • Late payments may incur interest or service suspension.
  • All fees are non-refundable, except as required by law or specific written agreement.

5. Term & Termination

5.1 Term

These Terms commence on the Effective Date and continue until terminated (“Term”) unless otherwise terminated earlier.

5.2 Termination for Cause

Either party may terminate these Terms for cause if:

  • The other party materially breaches these Terms and fails to cure within 30 days after written notice;
  • A party becomes insolvent, files bankruptcy, or ceases operations.

5.3 Effect of Termination

Upon termination:

  • Your license to use the Services ends immediately.
  • You must cease all use of the Services.
  • EdPro will delete or anonymize your User Data unless retention is required by law or in accordance with our Privacy Policy.
  • Sections such as Fees, Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Governing Law, and Survival will survive termination.

6. Data Rights, Privacy & Processing

  • You retain ownership of your User Data.
  • By using the Services and authorizing APIs, you grant EdPro a license to store, use, process, and analyze your User Data as necessary to provide the Services.
  • We will process personal data in accordance with our Privacy Policy, PDPL, and applicable data protection laws.
  • If applicable, a separate Data Processing Addendum may be agreed to clarify controller/processor roles.

7. Confidentiality

  • Each party agrees to protect the other’s Confidential Information with the same degree of care it uses for its own.
  • Confidential Information may only be used for the purposes permitted under these Terms.
  • Confidential obligations do not apply to information that:
    (i) was publicly known,
    (ii) becomes public through no fault of receiving party,
    (iii) was known to the recipient before disclosure, or
    (iv) was independently developed.
  • Upon request or termination, Confidential Information must be returned or destroyed, except where legal obligations require retention.

8. Warranties & Disclaimers

  • EdPro warrants that it will perform the Services in a professional and workmanlike manner, consistent with industry standards.
  • Except as expressly set forth in these Terms, the Services are provided “as is” and “as available.”
  • EdPro disclaims all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • EdPro does not warrant that the Services will be error-free, uninterrupted, or that defects will be corrected.

9. Limitation of Liability

  • To the fullest extent permitted by law, EdPro’s total liability under or related to these Terms will not exceed the amount you have paid to EdPro during the six (6) months preceding the claim.
  • In no event will EdPro be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or lost profits, loss of data, or business interruption.
  • The above limitation does not apply to liability for death, personal injury, fraud, or gross negligence.

10. Indemnification

You agree to defend, indemnify, and hold harmless EdPro and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

  • Your breach of these Terms
  • Your use of the Services in violation of these Terms or laws
  • Your User Data or content

We will notify you of any claim for which we seek indemnification, and you will have control over the defense and settlement (unless it involves injunctive relief or reputational harm).

11. Third-Party Services & Integrations

  • The Services may integrate with external platforms (e.g. Shopify, Google Ads, Meta).
  • Your use of these integrations is subject to those third parties’ terms and your authorizations.
  • We are not responsible for downtime, failures, or breaches in those third-party platforms.
  • By linking to a third-party, you permit EdPro to access data from that platform under your authorization.

12. Service Levels & Maintenance

  • We strive to maintain high availability and performance, but we do not guarantee any specific service level unless explicitly agreed in writing.
  • We may perform maintenance, updates, or upgrades, which may cause temporary downtime.
  • We will endeavor to notify you in advance when possible.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, governmental acts, cyberattacks, pandemics, or network outages.

14. Notices

Notices must be in writing and delivered via email to the contact addresses provided, or by registered mail to the respective addresses. Notices are effective upon receipt.

15. Assignment

You may not assign or transfer your rights or obligations under these Terms without EdPro’s prior written consent. EdPro may assign or transfer these Terms in whole or in part to a successor or affiliate.

16. Amendments to Terms

We may update or modify these Terms from time to time. If changes are material, we will provide advance notice (e.g. via email or in-app). Continued use of the Services after changes constitutes acceptance of the new Terms.

17. Governing Law & Dispute Resolution

  • These Terms are governed by the laws of the United Arab Emirates.
  • Any dispute shall be resolved in courts or arbitration in Dubai, UAE.
  • Parties will first attempt in good faith to resolve disputes amicably.
  • If unresolved within 30 days, either party may initiate arbitration or court proceedings.

18. Severability & Waiver

If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
No waiver of any right or breach will be effective unless in writing and signed by the waiving party.

19. Entire Agreement

These Terms (and any referenced policies, addenda, or appendices) constitute the entire agreement between you and EdPro regarding the Services and supersede prior agreements or understandings.

20. Contact Information

If you have any questions, notices, or concerns regarding these Terms, contact us:

EdPro Technologies – FZCO
Dubai, United Arab Emirates
📧 Email: contact@edpro-app.com

‍

‍