Terms of Service

1. "Authorized User" means any natural person designated by the School to access the Services under credentials issued or authorized by the School, including End Users, administrators, advisors, and contractors.
2. "Documentation" means the user-facing and administrator-facing documentation made available by Wendel at trywendel.com/docs or through the Services.
3. "Order Form" means any ordering document executed by the parties that specifies the subscribed Services, fees, term, and any negotiated variations to these Terms.
4. "School Content" means any data, text, file, image, or other content uploaded to or generated within the Services by the School or its Authorized Users.
5. "Subscription Term" means the period during which the School is entitled to access and use the Services, as set forth in the applicable Order Form.

The School is responsible for designating one or more administrators who shall have privileged access to provision, suspend, and de-provision Authorized Users; configure tenant-level settings; and access audit logs. The School shall maintain the confidentiality of all administrative credentials and is responsible for all activity occurring under such credentials.

Where the School elects to authenticate End Users by means of an external identity provider (such as Google Workspace for Education or Microsoft Entra ID), the School represents that it has the right to direct such provider to share authentication assertions with the Services and that such sharing complies with the School's obligations to End Users.

The School shall not, and shall not permit any Authorized User to:

1. access or use the Services in violation of any applicable law, regulation, or contract;
2. upload or transmit any content that infringes any third-party intellectual-property right or that is unlawful, defamatory, obscene, or harassing;
3. upload or transmit any malware, virus, worm, time bomb, or other malicious code;
4. interfere with or disrupt the integrity, performance, or availability of the Services or the data of any other Wendel customer;
5. attempt to gain unauthorized access to the Services or any related systems or networks, including by means of reverse engineering, decompilation, or other circumvention of access controls;
6. resell, lease, sublicense, or otherwise make the Services available to any third party other than Authorized Users;
7. use the Services to develop or train any product or service that is competitive with the Services; or
8. use the Services for any high-risk activity in which failure of the Services could lead to personal injury or significant physical or environmental damage.

Wendel reserves the right, but assumes no obligation, to investigate any alleged violation of this Section and to suspend or terminate access to the Services for any Authorized User or the School in the event of a material violation, after providing notice and a commercially reasonable opportunity to cure.

During Wendel's pilot program, Wendel may grant designated Schools access to the Services without charge. The pilot terms, including duration and permitted use, shall be set forth in a pilot-program letter executed between Wendel and the School. Conversion of a pilot to a paid subscription requires the execution of an Order Form on terms to be agreed by the parties.

Upon execution of a paid Order Form, fees shall be invoiced and payable in U.S. dollars in accordance with the Order Form. Unpaid amounts shall accrue interest at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by law. Fees are exclusive of taxes; the School is responsible for all applicable sales, use, and value-added taxes, excluding taxes based on Wendel's net income.

This Agreement commences on the Effective Date of the applicable Order Form (or, in the case of a pilot, on the date the parties execute the pilot-program letter) and continues for the Subscription Term set forth therein. Unless otherwise specified in the Order Form, the Subscription Term shall not auto-renew; renewal requires affirmative execution of a successor Order Form.

Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party of a material breach, if such breach remains uncured at the expiration of such notice period. Either party may terminate this Agreement immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation that is not dismissed within sixty (60) days.

The School may terminate this Agreement for convenience upon ninety (90) days' written notice to Wendel, provided that no fees prepaid for the terminated portion of the Subscription Term shall be refundable except as expressly provided in the Order Form.

By Wendel.Wendel shall defend, indemnify, and hold harmless the School from and against any third-party claim alleging that the Services, as used in accordance with this Agreement, infringe such third party's United States patent, copyright, or trade secret, and shall pay all damages finally awarded by a court of competent jurisdiction or agreed to in a written settlement signed by Wendel. The foregoing obligation does not apply to any claim arising out of (i) School Content, (ii) the combination of the Services with any product or service not provided by Wendel, or (iii) any modification of the Services not made by Wendel.

By School.The School shall defend, indemnify, and hold harmless Wendel from and against any third-party claim arising out of School Content, the School's breach of Section 5 or Section 6, or the School's violation of any applicable law.

Procedure.The party seeking indemnification (the "Indemnitee") shall (a) promptly notify the indemnifying party (the "Indemnitor") in writing of the claim; (b) afford the Indemnitor sole control of the defense and settlement of the claim, provided that no settlement may impose any obligation on the Indemnitee without the Indemnitee's prior written consent; and (c) provide the Indemnitor with reasonable cooperation, at the Indemnitor's expense.

Each party (the "Receiving Party") shall use the same degree of care that it uses to protect its own confidential information of like kind (but no less than reasonable care) to (a) avoid use of the Confidential Information of the other party (the "Disclosing Party") other than as permitted by this Agreement and (b) limit access to such Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

"Confidential Information" means any non-public information that, by its nature or by the circumstances of its disclosure, a reasonable person would recognize as confidential. The obligations of this Section shall not apply to information that the Receiving Party can demonstrate (i) was rightfully known prior to receipt from the Disclosing Party; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained from a third party without restriction; or (iv) was independently developed without use of the Disclosing Party's Confidential Information.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation between designated executives. If the dispute is not resolved within thirty (30) days of written notice, either party may submit the dispute to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction and venue therein. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.