Business User Agreement

By signing up as a Business User on zydii.com , you agree with Zydii LTD as follows:

1. The Company hereby grants you a non-exclusive, non-transferable, royalty-free right to create courses and train its employees using its website and you undertake not to use the website for any other purpose, without prior written approval of the Company.

2. Upon approval of your course by the Company, you agree to pay a minimum monthly subscription fee of …………………………. per user trained, payable on/before the 5th day of the preceding month. You shall be solely responsible for payment of taxes due and tax compliance related to your courses submitted in other countries.

3. You acknowledge that the Company is the sole and exclusive owner of the website and that nothing in this Agreement shall grant you any right, title or interest in the website other than the right to use the same within the scope of this Agreement. The Company shall at all times reserve the right to dissociate itself from any of your publications or content.

4. You agree that you shall not have any direct contractual relationship with other users or instructors of the website and any interaction shall be done through the Company and received through the website. You acknowledge that any interaction with other users shall be done at you own risk and hereby indemnify the Company, its affiliates, agents, licensors or employees, from any damages, loss, injuries or expenses incurred as a result of your dealings with other users of the website or the unauthorised use or infringement of any third party rights by your employees/agents.

5. In the event that you wish to market or promote your course content on the website then you shall enter into a separate agreement with the Company in this regard.

6. You warrant and represent that:

a) You are responsible for all your submitted content and that you own or have the necessary licenses and authority to use, reproduce, distribute, display, promote, market and otherwise exploit in the manner contemplated by this Agreement and that no submitted content shall infringe any Intellectual Property Rights of a third party.

b) You have the required qualifications, credentials, expertise, training, educations and skills to teach the services you offer on the website.

c) You shall not use or access the website for any commercial purposes or the solicitation of business other than for tutoring, teaching and instructional services to your employees.

d) You shall not engage in any activity that will require the Company to obtain any Licenses or pay any royalties to a third person for use of their content.

e) You shall not copy or modify or distribute the Company’s content except as permitted by this Agreement.

f) You shall not interfere or prevent other users from providing their services or courses.

g) You shall maintain accurate enrolment and account information.

h) You shall provide high quality content in accordance with industry standards and respond promptly to users seeking services.

i) You are duly competent under applicable laws to enter into this Agreement.

j) You shall act in the utmost good faith in connection with this Agreement.

7. You shall abide and ensure adherence by your employees/agents to the Company’s Terms and Conditions, Privacy Policy and Copyright Policy as set out on its website (insert links) and which shall form an integral part of this Agreement. You also acknowledge that the Company reserves the right to remove your course or content without notice at any time for breach of the Terms and Conditions, Policies and this Agreement.

8. You hereby grant the Company an irrevocable, worldwide, perpetual, royalty free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display your course content on the website and/or otherwise exploit such content with the right to sublicense such rights for any purpose associated with the provision, promotion or improvement of the website and services offered therein. You also grant the Company permission to share such course content and information relating to this agreement without receiving any compensation.

9. You shall not assign, sub-license, transfer your rights under this Agreement and any attempt to do shall be rendered null and void. However, the Company reserves the right to assign its rights and obligations under this Agreement and all its right, title and interest in the website without your consent.

10. No amendment, modification, variation or waiver of this Agreement shall be binding unless it is in writing and signed by both parties. If any of the provisions of this Agreement is rendered invalid, the remainder of this Agreement shall remain valid and enforceable.

11. In the event of any dispute arising from this Agreement the parties shall at first instance seek to amicably resolve the dispute between themselves and if after thirty (30) days the dispute is not solved, then the matter shall be referred to arbitration to be presided by a single arbitrator appointed by both parties from the Chartered Institute of Arbitrators in Kenya PROVIDED that nothing in this agreement shall thereafter prevent an aggrieved party from pursuing other legal remedies available to assert their rights under this Agreement.

12. This Agreement shall continue in force from the date of signing until termination by either party issuing one (1) month notice in writing to the other party. However, the Company shall be entitled to terminate this Agreement at its sole discretion and where you commit any breach of the provisions of this Agreement. Upon termination, the Company shall immediately cease all further publication of your work on the Website.

13. This Agreement shall be governed and construed according to the Laws of Kenya.