MEDLY AI LTD - TERMS OF USE

INTRODUCTION

These Terms of Use constitute a legally binding agreement between you and Medly AI Ltd (Company No. 15110302), a company registered in England and Wales with its registered office at 85 Great Portland Street, London, England, W1W 7LT ("Medly", "we", "us", or "our"). By accessing or using our online AI tutoring platform, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not access or use our services.

DEFINITIONS

1.1. "Agreement" means these Terms of Use together with our Privacy Policy.
1.2. "AI Outputs" means any content, answers, explanations, learning materials, assessments, or other outputs generated by our artificial intelligence systems.
1.3. "Individual Subscriber(s)" means an individual who has subscribed for a personal subscription to Medly AI.
1.4. "Intellectual Property Rights" or "IPR" means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.5. "Learning Data" means all information, data, and content generated during your use of Medly AI, including but not limited to your interactions, responses, performance metrics, and engagement patterns.
1.6. "Medly AI" means our online AI tutoring platform, operated via our Website or the Medly AI App, including all Medly AI Courses, features, and functionality.
1.7. "Medly AI App" means the software application we have developed that enables Users to access Medly AI on mobile and other compatible devices.
1.8. "Medly AI Course(s)" or "Course(s)" means the various online learning programs we offer through Medly AI.
1.9. "Privacy Policy" means the policy displayed on our Website detailing how we collect, use, and store your personal data.
1.10. "School Member(s)" means a person or school given access to Medly AI via a School Membership.
1.11. "School Membership" means a subscription account created in the name of a participating school.
1.12. "Student" means the individual named as the participant under an Individual Subscriber account or who accesses Medly AI through a School Membership.
1.13. "Teacher" means an educator authorised to use Medly AI under a School Membership.
1.14. "Trial" means any free trial membership period offered by Medly AI.
1.15. "User" means any individual given access to Medly AI, including both Students and Teachers.
1.16. "Website" means our website at www.medlyai.com or any other domain owned by Medly AI Ltd through which Medly AI is operated.
1.17. "you", "your", and "yours" refer to you as the person accessing our Website, Medly AI, opening an account with us, or any User.

LICENCE TO USE MEDLY AI

2.1. Users receive a conditional, personal, non-transferable, revocable permission to access Medly AI for individual educational use only throughout the active subscription term.
2.2. Each Student must establish a Medly AI Course selection and complete registration with truthful details. Login credentials must remain confidential and cannot be distributed to any other parties.
2.3. Users must not distribute account access to others or permit anyone else to utilize their subscription. We may terminate subscriptions when credential distribution is identified.
2.4. Subscription access is managed through our device authentication system. Users may register up to three active devices for their subscription, with the ability to deactivate and replace devices through their account settings as needed for legitimate use.
2.5. For optimal system performance and security, users should log out from inactive devices and avoid maintaining simultaneous active sessions across multiple locations.
2.6. You understand that Medly AI functions as an educational enhancement tool and does not substitute for professional teaching or institutional academic programs.

OUR INTELLECTUAL PROPERTY RIGHTS

3.1. All Intellectual Property Rights in Medly AI, including all content, materials, algorithms, teaching methodologies, neuroscientific applications, AI systems, interfaces, our Website, and the Medly AI App are owned by or licensed to Medly AI Ltd. Nothing in this Agreement transfers any ownership rights to you or any User.
3.2. You are not permitted to:
- Copy, reproduce, distribute, modify, create derivative works, publicly display, or transmit any materials from Medly AI;
- Download, store, or archive any substantial portion of content from Medly AI;
- Use data mining, robots, or similar data gathering methods;
- Remove any copyright, trademark, or other proprietary notices;
- Access or use our materials for any commercial purpose; or
- Permit any third party to engage in any of the above activities.
3.3. You acknowledge that the AI tutoring methodology employed by Medly AI, including its application of neuroscience principles and teaching theory, constitutes our proprietary intellectual property and trade secrets, and you agree not to attempt to reverse engineer, decompile, or otherwise discover the underlying methods, algorithms, or technologies.

CONDITIONS OF USE

4.1. Access to our Website and Medly AI is granted on condition that you shall not:
- License, sell, rent, lease, transfer, assign, distribute, host, or commercially exploit Medly AI;
- Modify, make derivative works of, disassemble, decrypt, or reverse compile Medly AI or any part thereof;
- Use Medly AI for any illegal, unethical, or unauthorised purpose;
- Frame or embed Medly AI as an "iframe" or otherwise within another application;
- Use any automated system including but not limited to robots, spiders, or offline readers to access Medly AI;
- Submit or transmit harmful code, viruses, or other disruptive computer programming routines;
- Interfere with or disrupt the integrity or performance of Medly AI;
- Attempt to gain unauthorised access to Medly AI or its related systems or networks;
- Harass, abuse, harm, stalk, threaten, or impersonate any other User of Medly AI;
- Collect or harvest any personally identifiable information from Medly AI;
- Use Medly AI in a manner that places excessive load on our infrastructure; or
- Bypass the measures we may use to prevent or restrict access to Medly AI.
4.2. Children under thirteen years of age may not create accounts or access our services. Upon discovering any unauthorized account creation by minors below this age threshold, we implement immediate account closure and data removal procedures.
4.3. You are prohibited from using Medly AI for developing your own or a third party's software or tutoring system. You may not copy any part of Medly AI's interface, operating logic, teaching methodology, or database structure for use in other software or products.

SUSPENSION OR TERMINATION OF YOUR ACCOUNT

5.1. We reserve the right to suspend or terminate your access to Medly AI, without notice or refund, if we have reasonable grounds to believe that:
- You have breached any provision of these Terms of Use;
- Your continued access would cause harm to Medly AI, its Users, or third parties;
- You have engaged in fraudulent or illegal activities; or
- You have not paid any applicable fees or charges.
5.2. Upon termination:
- Your right to access and use Medly AI will immediately cease;
- We may delete or archive your account information;
- No refunds will be issued for any remaining subscription period; and
- All provisions of these Terms of Use which by their nature should survive termination shall survive, including intellectual property provisions, warranties, indemnities, and limitations of liability.

TECHNICAL SUPPORT

6.1. For all operational queries related to Medly AI or any of the Courses, please contact us via email at contact@medlyai.com or through our online support portal at https://tawk.to/medly. We aim to respond to all inquiries within 1 working day.
6.2. Medly AI is accessible from internet-enabled desktop computers, mobile devices, and tablets. We recommend using a high-speed broadband connection for optimal performance.
6.3. To ensure maximum functionality, we advise that Students use the latest version of their internet browser and/or the Medly AI App. Older browser versions may not display content correctly or may have limited functionality.

COMPLAINTS PROCEDURE

7.1. We take complaints seriously and aim to respond within 5 working days. Please email us at contact@medlyai.com with any complaints you may have regarding Medly AI.
7.2. In your complaint, please include:
- Your full name and contact details;
- Details of the issue, including dates and times;
- Any relevant documentation or screenshots; and
- How you would like us to resolve the matter.

DISCLAIMER AND LIMITATION OF LIABILITY

8.1. Educational AI Disclaimer - Medly AI employs sophisticated artificial intelligence systems based on neuroscience principles and teaching theory to deliver personalised educational content. While our AI systems are designed to adapt to individual learning styles and needs, we make no guarantee that:
- The AI-generated content will be entirely error-free;
- The tutoring approach will be optimal for every learner;
- The content will perfectly align with specific examination board requirements;
- Use of Medly AI will result in improved academic performance or examination results; or
- The system will identify or address all learning difficulties.
8.2. Accuracy and Errors - While we make reasonable efforts to ensure the information on our Website and Medly AI is correct and error-free, we do not guarantee that Medly AI will be uninterrupted, secure, or error-free. We do not warrant that the site or server is free of viruses or other harmful components. We make no warranties, express or implied, regarding fitness for purpose or accuracy of any content.
8.3. Content Development - Our educational materials are created to support academic learning objectives. Educational requirements evolve continuously, and content updates may contain timing delays, revisions, or gaps. Users bear responsibility for cross-referencing information with authoritative academic sources and current syllabus requirements. Our learning resources are produced through internal educational development processes by qualified academic professionals. Medly AI functions as a standalone educational technology service. Our materials are developed using proprietary methodologies and do not incorporate restricted educational content from external sources. We operate without institutional agreements, official certifications, or regulatory oversight from academic assessment organizations. References to educational standards or assessment frameworks serve purely informational purposes to assist user understanding.
8.4. Limitation of Liability - To the fullest extent permitted by applicable law, Medly AI Ltd shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:
- Your access to, use of, or inability to access or use Medly AI;
- Any content obtained from Medly AI;
- Unauthorised access, use, or alteration of your transmissions or content;
- Statements or conduct of any third party on Medly AI; or
- Any other matter relating to Medly AI.
8.5. Maximum Liability - In no event shall our aggregate liability to you for all claims related to Medly AI exceed the amount paid by you to Medly AI Ltd during the twelve (12) months immediately preceding the date of the claim, or one hundred pounds sterling (£100), whichever is greater.
8.6. Course Suitability - Medly AI and the Courses are provided "as is" and "as available". No representation or warranty is given regarding the suitability of a Medly AI Course for a particular Student. The use of Medly AI and its materials is entirely at the User's own risk.
8.7. Transmission Errors - We do not accept liability for any transmission errors, failures, or loss of information, nor for viruses or other harmful components transmitted to you or your computer system via Medly AI or our Website.
8.8. External Factors - We are not liable for any failure or delay in performing our obligations due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, strikes, acts of terrorism, changes in law or regulatory requirements, or actions by governmental authorities.
8.9. Internet Security - While we have taken reasonable steps to ensure the security of your data, we cannot guarantee absolute security of information transmitted via the Internet and cannot be held liable in the event of a security breach.
8.10. Use of AI - Medly AI employs artificial intelligence to deliver personalised tutoring, generate educational content, answers, and explanations ("AI Outputs"). Users acknowledge that:
- AI Outputs are generated algorithmically and may contain errors, omissions, or inaccuracies;
- AI Outputs should be treated as learning aids rather than definitive answers;
- AI Outputs are for personal educational use and should not be submitted as original work in academic settings;
- We do not guarantee that AI Outputs will meet specific educational requirements or perfectly align with all examination boards;
- We reserve the right to modify our AI systems and resulting outputs without notice; and
- Users should exercise their own judgment when relying on AI Outputs for educational purposes.
8.11. Statutory Rights - Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. Additionally, nothing in these Terms of Use affects your statutory rights as a consumer.

TERMS FOR INDIVIDUAL SUBSCRIBERS

9.1. Subscription and Registration
9.1.1 Any contract for the use of Medly AI is formed between you and Medly AI Ltd. You must provide accurate and complete information when subscribing. You confirm that you are over 18 years old and have the legal capacity to enter into a binding contract with us, or that you are the parent or legal guardian of a Student under 18 who will be using Medly AI.
9.1.2 To register as an Individual Subscriber, you must select the correct level of study for the Student and provide your full name and contact information, as well as that of the Student, including a valid email address. Upon registration, we will send a confirmation email.
9.1.3 Medly AI is designed for exclusive use by the registered Student(s). Sharing of accounts is strictly prohibited.
9.1.4 We reserve the right to modify the Courses offered or to discontinue any Course at our discretion.

-9.2. Prices and Payment

9.2.1 Pricing information displayed on our Website reflects current rates but remains subject to modification. Medly AI uses monthly subscription billing per registered Student, including various pricing tiers, with fees determined by the Student's educational level.
9.2.2 When selecting a subscription, you may receive access to a Trial period. Payment credentials must be established during the registration process. After the Trial concludes, your initial monthly charge will be processed automatically, followed by recurring monthly billing on consistent monthly anniversary dates.
9.2.3 Trial access operates under fair usage guidelines and is restricted to one per family unit or Student profile. We maintain the right to revoke Trial access, especially when misuse is suspected. Purchases completed through our Website or Medly AI App are non-refundable.
9.2.4 Payment processing accepts debit and credit card transactions. Maintain adequate account balances for each billing cycle; insufficient funds may trigger access suspension and administrative charges.
9.2.5 We implement standard industry security protocols for payment data protection. However, we disclaim responsibility for losses from unauthorized payment information access, excluding instances of our direct negligence.
9.2.6 Promotional pricing and special offers include additional terms and conditions, displayed on our Website when applicable. These promotions may change, and we retain the right to discontinue them without advance notice.
9.3. Using Medly AI
9.3.1 After Medly AI registration, you can establish a Student profile and choose suitable Course(s). Medly AI is available online via our Website or through the Medly AI App.
9.3.2 You must ensure the selected Medly AI Course matches the Student's needs. Students should recognize that Course completion demands significant commitment and regular engagement.
9.3.3 Our Courses are structured to correspond with established educational standards and assessment body requirements, though we cannot guarantee perfect alignment or comprehensive coverage of all testing materials.
9.3.4 With an active subscription, Course access typically spans defined periods, such as academic terms or until examination dates, as established during initial account configuration.
9.3.5 Medly AI Course materials may undergo updates to reflect National Curriculum modifications or assessment specification changes.
9.4. Cancellation Rights
9.4.1 You may cancel your Medly AI subscription without penalty if cancellation occurs within the Trial period.
9.4.2 After the Trial period ends, you may cancel your subscription anytime before the next monthly billing date. Complete cancellation through your account's "Manage my account" section, or email us at contact@medlyai.com with at least 48 hours notice before your scheduled monthly payment.
9.4.3 Mid-cycle cancellations do not generate partial refunds; service access continues through the current billing period's end.

DATA PROTECTION AND PRIVACY

10.1. To deliver and improve Medly AI, we collect and process certain personal information as described in our Privacy Policy. By using Medly AI, you consent to such processing and warrant that all data provided by you is accurate.
10.2. We are committed to protecting your personal data and complying with the UK Data Protection Act 2018 and UK GDPR. Please review our Privacy Policy for details on how we collect, use, and protect your information.
10.3. Learning Data generated during your use of Medly AI may be used in an anonymised form for the purposes of improving our services, enhancing our AI systems, and conducting educational research. You consent to such use provided that your personal identifiers are removed.

USER CONTENT AND FEEDBACK

11.1. You retain ownership of any content you submit to Medly AI ("User Content"). However, by submitting User Content, you grant us a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, adapt, publish, and display such User Content for the purposes of providing and improving Medly AI.
11.2. You represent and warrant that your User Content does not violate any third-party rights and complies with all applicable laws and regulations.
11.3. We welcome feedback on Medly AI. By providing feedback, you grant us an irrevocable, non-exclusive, royalty-free licence to use and incorporate your feedback into Medly AI without any obligation to compensate you.

SITE MAINTENANCE AND ALTERATION

12.1. While Medly AI Ltd strives to maintain continuous access to Medly AI, we may need to suspend, modify, discontinue, or temporarily restrict platform features, such as during technical maintenance or system improvements.
12.2. Medly AI Ltd retains authority to modify, remove, update, revise, and/or eliminate any platform content, including Subscriber-accessible materials, for any purpose with or without advance notification.
12.3. You acknowledge that Medly AI Ltd bears no liability to you or third parties for any platform modifications, suspensions, or discontinuations.

REFUNDS

13.1. Purchases completed through our Website or Medly AI App are final and non-refundable. We offer trial access and preview materials before subscription purchase to support informed decision-making.
13.2. Legal claims related to Medly AI must be initiated within 6 months of the claim's origin; after this period, such claims become permanently invalid.

GENERAL LEGAL PROVISIONS

14.1. Subcontracting and Assignment - We may delegate any Medly AI service components and may transfer or assign our rights under these Terms of Use without requiring your approval or advance notice.
14.2. Changes to Terms of Use - We retain authority to update these Terms of Use as needed. Modifications become effective upon Website publication. Continued Medly AI usage after such updates indicates acceptance of revised Terms. If you disagree with updated Terms of Use and/or Privacy Policy provisions, discontinue Medly AI usage.
14.3. Entire Agreement - These Terms of Use, combined with our Privacy Policy, represent the complete agreement between parties regarding Medly AI, replacing any previous arrangements.
14.4. Severability - If any Terms of Use provision is deemed invalid or unenforceable, that provision will be removed while remaining provisions maintain full effectiveness.
14.5. No Waiver - Our non-enforcement of any Terms of Use right or provision does not constitute waiver of such right or provision.
14.6. Force Majeure - We disclaim liability for obligation failures resulting from natural phenomena, fire, flooding, earthquakes, other environmental disasters, pandemic, terrorism, warfare, civil disorder, labor conflicts, or other circumstances beyond our reasonable control.
14.7. Governing Law - These Terms of Use follow English and Welsh law interpretation and construction. Related disputes fall under exclusive English and Welsh court jurisdiction.
14.8. Third Party Rights - Non-parties to these Terms of Use have no enforcement rights under the Contracts (Rights of Third Parties) Act 1999.
14.9. Contact Information - Terms of Use inquiries should be directed to contact@medlyai.com.