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 and VAT number GB 475 8095 48 ("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.

If you are an individual who is acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a "Consumer". If you are acting for purposes relating to your trade, business, craft or profession, then you are acting in the course of a business (a "Business User"). If you are a Business User when you access and use the service, you represent and warrant that: (1) you have full legal authority to bind the business you represent; and (2) you agree to these Terms of Use on behalf the business that you represent.

DEFINITIONS

1.1. "AI Outputs" means any content, answers, explanations, learning materials, assessments, or other outputs generated by our artificial intelligence systems.
1.2. "Individual Subscriber(s)" means a Consumer who has subscribed for a personal subscription to Medly AI.
1.3. "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.
1.4. "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.
1.5. "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.
1.6. "Medly AI App" means the software application we have developed that enables Users to access Medly AI on mobile and other compatible devices.
1.7. "Medly AI Course(s)" or "Course(s)" means the various online learning programs we offer through Medly AI.
1.8. "Privacy Policy" means the policy displayed on our Website detailing how we collect, use, and store your personal data.
1.9. "School Member(s)" means a person or school given access to Medly AI via a School Membership.
1.10. "School Membership" means a subscription account created in the name of a participating school.
1.11. "Student" means the Consumer named as the participant under an Individual Subscriber account or who accesses Medly AI through a School Membership.
1.12. "Teacher" means a Business User educator authorised to use Medly AI under a School Membership.
1.13. "Trial" means any initial free trial subscription membership period offered by Medly AI.
1.14. "User" means any individual given access to Medly AI, including both Students and Teachers.
1.15. "Website" means our website at www.medlyai.com or any other domain owned by Medly AI Ltd through which Medly AI is operated.
1.16. "you", "your", and "yours" refer to you as the person accessing our Website, Medly AI, opening an account with us, or any User. If you are a Business User, "you" refers to the business on whose behalf you are acting.

LICENCE TO USE MEDLY AI

2.1. Users are granted a limited, non-exclusive, non-transferable, revocable licence to use Medly AI for personal educational purposes only during the agreed subscription period.
2.2. Each Student must select a Medly AI Course and complete a registration profile with accurate information. Credentials must be kept secure and must not be shared with any third parties.
2.3. Users are prohibited from sharing account details with others or allowing anyone else to use their account. We reserve the right to terminate accounts where credential sharing is detected.
2.4. You may access Medly AI from a maximum of five devices within a 30-day period. If you exceed this number, your account may be terminated.
2.5. You may not log into the Medly AI platform on more than one device at any given time.
2.6. You acknowledge that Medly AI is designed as a supplementary educational tool and is not a replacement for qualified human instruction or formal educational coursework.

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 these Terms of Use 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 (unless you are a Teacher acting in accordance your services contract with us); 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. Age restriction: If you are under 13, please do not use the Services, attempt to register for membership (see clause 5 below), or send any personal information to the Company (including your name, address, telephone number, or email address); if we discover we have unknowingly collected information from someone under 13, we will delete that information immediately.
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 and Subscription Contract (defined under clause 9), 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. We or you may also terminate your access to Medly AI and Subscription Contract in accordance with clause 9.4.2.
5.3. Upon termination:
- Your right to access and use Medly AI will immediately cease;
- We may delete or archive your account information;
- If terminated under clause 5.1 applies, no refunds will be issued for any remaining subscription period;
- If terminated under clause 9.4.2, no refunds will be issued for any remaining subscription period save as set out in clauses 9.1.5 and 9.4.1; and
- The following provisions of these Terms of Use shall survive termination (this means that these terms remain legally enforceable even after termination of these Terms of Use): (3) Our Intellectual Property Rights; (8) Limitation of Liability; and (14.7) Governing Law (together with any other provision which by its nature is intended to survive termination).

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 entirely uninterrupted, entirely secure, or entirely error-free.
8.3. We do not warrant that the site or server is free of viruses or other harmful components.
8.4. If you are a Business User, we make no warranties, express or implied, regarding fitness for purpose or accuracy of any content.
8.5. Content Accuracy - Medly AI Course content is developed to align with relevant curricula; however, curricula may change, and there may occasionally be discrepancies, inaccuracies or delays in updating our content. It is your responsibility to verify any information against official curriculum materials or examination board specifications. Medly AI's knowledgebase and questions on exam curricula are created by teachers with further scrutiny and review by both AI and other teachers. Medly AI is an independent educational platform that operates entirely separately from any examination board. Our AI systems and content are not trained on proprietary or copyrighted exam board materials. Instead, our content is developed independently by qualified teachers. We have no formal contract, affiliation, endorsement, or association with any examination board mentioned on the platform. The examination boards do not manage, or engage in any quality control of our Services or content.
8.6. Limitation of Liability –
- 8.6.1 Nothing in these Terms of Use excludes or limits our liability for:
  - (a) death or personal injury caused by our negligence;
  - (b) fraud or fraudulent misrepresentation; or
  - (c) any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- 8.6.2 If you are a Consumer, then save as set out in clause 8.6.1:
  - (a) if we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that the contract for your Subscription Contract became binding;
  - (b) nothing in these Terms of Use affects your statutory rights as a Consumer. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office;
  - (c) we only supply Medly AI to you for domestic and private use. You agree not to use Medly AI for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity;
  - (d) our maximum liability to you under these Terms of Use in respect of any particular Subscription will be limited to £100.
- 8.6.3 If you are a Business User, then save as set out in clause 8.6.1:
  - (a) in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise;
  - (b) these Terms of Use are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose) relating to these Terms of Use, all of which are hereby excluded by us to the maximum extent permitted by law; and
  - (c) our total liability to you for any loss or damage arising out of or in connection with these Terms of Use, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.
8.7. Course Suitability – If you are a Business User, then: (a) Medly AI and the Courses are provided "as is" and "as available"; (b) no representation or warranty is given regarding the suitability of a Medly AI Course for a particular Student; and (c) the use of Medly AI and its materials is entirely at the User's own risk.
8.8. 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.
8.9. 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.
8.10. 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.
8.11. 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 provided we continue to provide the core services of Medley AI in accordance with your Subscription Contract; and
- Users should exercise their own judgment when relying on AI Outputs for educational purposes.

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 you a registration 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.
9.1.5 As a Consumer, if you enter a paid for Medley AI subscription, you have certain statutory warranty rights in respect of that subscription. This includes remedies if such warranty rights are breached. Please contact us as set out in clause 7 if you have any concerns with your Medley AI subscription.
9.2. Prices and Payment
9.2.1 All prices shown on the Website are accurate at the time of publication but are subject to change. Medly AI operates on a monthly subscription basis per Student, with some block pricing options, with costs varying depending on the Student's level of study.
9.2.2 To order a Trial or a paid-for Medly AI subscription, you must follow the order process set out on the Medley AI platform. The order process allows you to check and amend any errors before submitting your order. Please check your order carefully before confirming it, as once your order is submitted, we will process it immediately. You are responsible for ensuring that your order is complete and accurate. The order process is available in the English language and we will not file a copy of any contract formed between you and us.
9.2.3 Your order for a Trial or paid-for Medley AI subscription constitutes an offer to us. We will confirm our acceptance of your order by sending you an email confirming your subscription (the "Confirmation Email"). These Terms of Use and the order will become a legally binding agreement between you and us when we send you the Confirmation Email (a "Subscription Contract"). Your Subscription Contract shall automatically renew at the end of subscription month unless cancelled.
9.2.4 Payment details must be provided at the time of order. Monthly payments will be automatically processed as follows:
- Without Trial period: The first payment will be processed on the order date, with subsequent monthly payments occurring on the same date each month thereafter.
- With Trial period: The first payment will be processed at the end of the Trial period, with subsequent monthly payments occurring on the same date each month thereafter.
9.2.5 The Trial is subject to a fair use policy and is limited to one per household or Student. We reserve the right to withdraw the Trial at any time in cases of suspected abuse or breach of these Terms of Use. Save as set out in clauses 9.1.5 and 9.4.1, we do not offer refunds on purchases made through the Website or Medly AI App.
9.2.6 Payments can be made via debit or credit card. Ensure sufficient funds are available for each payment; failure to do so may result in suspension of access and an administration fee.
9.2.7 We employ industry-standard security measures to protect your payment information. However, we cannot be held responsible for any loss resulting from unauthorised access to your payment data, except in cases of our negligence.
9.2.8 All discounts or special offers are subject to additional terms and conditions, which will be displayed on the Website at the relevant time. These offers are subject to change, and we reserve the right to withdraw them at any time.
9.3. Using Medly AI
9.3.1 Upon registering for Medly AI, you can create a Student profile and select appropriate Course(s). Medly AI can be accessed online through our Website or the Medly AI App.
9.3.2 It is your responsibility to ensure the chosen Medly AI Course is appropriate for the Student. Students should understand that successful completion of a Course requires substantial effort and consistent participation.
9.3.3 Our Courses are designed to align with the standards and requirements of relevant Examination Bodies, but we do not guarantee complete alignment or coverage of all examination material.
9.3.4 Assuming the subscription is active, access to a Course is typically for a set period, such as an academic year or until a specific examination date, as determined during account setup.
9.3.5 Medly AI Course content may evolve over time to reflect changes in the National Curriculum or examination specifications.
9.4. Cancellation Rights
9.4.1 You have a right to cancel a Subscription Contract under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "Regulation") for any reason. The cancellation period expires on the day 14 days after the date upon which your Subscription Contract was entered into (the "Cooling Off Period"). However, you acknowledge and agree that by placing an order for Medly AI:
- (a) you are requesting that that we supply Medly AI to you immediately;
- (b) you are providing your express consent to receiving Medly AI from us during the Cooling Off Period;
- (c) you acknowledge that your cancellation rights under the Regulation will be lost and you cannot cancel your Subscription Contract, nor are you entitled to a refund under the Regulation; and
- (d) we will confirm (a) to (c) above to you in the Confirmation Email.
Where your right to cancel has not been lost, then to exercise the right to cancel, you must inform us of your decision to cancel the Subscription Contract with us by making a clear statement or using the model cancellation form below. The easiest way to do this is to contact us at contact@medlyai.com. We will make the reimbursement without undue delay without deduction, and not later than 14 days after the day on which we are informed about your decision to cancel the Subscription Contract and using the same means of payment as you used for the initial transaction. You will not incur any fees as a result of the reimbursement.

To: Medly AI Ltd, 85 Great Portland Street, London, England, W1W 7LT E-mail address: contact@medlyai.com I/We() hereby give notice that I/We() cancel from my/our () contract of sale of the following goods()/for the provision of the following service*, Ordered on() / received on() Name of consumer(s), Address of consumer(s), Signature of consumer (only if this form is notified on paper) Date (*) Please delete if not applicable
9.4.2 In addition to the above, if you have a Trial period, then you can cancel your Medly AI subscription without charge provided the cancellation occurs before the end of the Trial period.
9.4.3 Following the Cooling Off Period and any Trial period, you may cancel your Subscription Contract at any time before the next monthly payment is due. This can be done by logging into your account and selecting the "Manage my account" option, or by contacting us via email at contact@medlyai.com at least 48 hours before your monthly payment is scheduled. We may also cancel your Subscription Contract at any time before the next monthly payment is due upon reasonable notice to you, which shall take effect at the end of that billing period.
9.4.4 Save as set out in clauses 9.1.5 and 9.4.1 no partial refunds are issued for cancellations mid-billing cycle; service will continue until the end of the current billing period.

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, see here https://www.medlyai.com/uk/privacy.

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 confirm 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. Whilst Medly AI Ltd will endeavor to provide you with uninterrupted access to Medly AI, we may need to withdraw, modify, discontinue or temporarily or permanently suspend one or more aspects of Medly AI, upon reasonable notice to you (unless such modifications are required for important reasons, such as for changes in law, security purposes, suspicious activities or other critical operational reasons, in which case we make such changes without notice). If you do not wish to accept these changes, you may terminate your Subscription Contract in accordance with clause 9.4.2.

REFUNDS

13.1. Save as set out in clauses 9.1.5 and 9.4.1, we do not offer refunds on purchases made through our Website or Medly AI App. We also provide free trials and sample content before you purchase a subscription in order to help inform your decision.
13.2. If you are a Business User, any cause of action arising out of or related to Medly AI must commence within 6 months after the cause of action arose; otherwise, such cause of action is permanently barred.

GENERAL LEGAL PROVISIONS

14.1. Subcontracting and Assignment - We may subcontract any part of Medly AI services and may assign or novate any of our rights under these Terms of Use in the following circumstances: (a) where it is required under applicable law; (b) with your express consent; or (c) where such assignment will not materially impact your rights under your Subscription Contract.
14.2. Changes to Terms of Use - We may make changes to these Terms of Use from time to time (for example, changes for security reasons, changes in law or for other important operational reasons) by providing reasonable prior written notice to you via the Medly AI platform. If you do not wish to accept these changes, you may terminate your Subscription Contract in accordance with clause 9.4.2. prior to such changes taking effect. Otherwise, your continued use of the Medly AI platform will be deemed acceptance to the changes to these Terms of Use.
14.3. Severability - If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
14.4. No Waiver - Our failure to enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.
14.5. Governing Law
- 14.5.1 These Terms of Use are governed by and construed in accordance with the laws of England and Wales.
- 14.5.2 If you are a Consumer resident in the UK:
  - (a) you may bring any dispute which may arise under these Terms of Use to, at your discretion, either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK, which courts are (with the exclusion of any other court) competent to settle any such a dispute;
  - (b) we will bring any dispute which may arise under these Terms of Use to the competent court of your country of habitual residence if this is within the UK or otherwise the competent court of England; and
  - (c) if we direct the Medly AI to (and/or pursue our commercial or professional activities in relation to Medly AI in) the country in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms of Use, including clause 14.5.1, affects your rights as a Consumer to rely on such mandatory provisions of local law.
- 14.5.3 If you are a Business User, you and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Use or its subject matter or formation.
14.6. Contact Information - Questions about these Terms of Use should be sent to us at contact@medlyai.com.