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 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.
2.4. 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 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. 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, 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 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.
8.4. 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 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 Upon choosing to subscribe, you may be offered a Trial period. Payment details must be provided at the time of registration. Following the Trial period, the first monthly payment will be automatically processed, with subsequent monthly payments occurring on the same date each month.
9.2.3 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, particularly in cases of suspected abuse. We do not offer refunds on purchases made through the Website or Medly AI App.
9.2.4 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.
9.2.5 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.
9.2.6 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 can cancel your Medly AI subscription without charge provided the cancellation occurs before the end of the Trial period.
9.4.2 Following the Trial period, you may cancel your subscription 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.
9.4.3 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. 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. 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, for example, if we are experiencing technical difficulties or need to make improvements.
12.2. Medly AI Ltd reserves the right to withhold, remove, alter, amend and/or discard any content on Medly AI, including content made available to you as a Subscriber, for any reason with or without notice at any time.
12.3. You agree that Medly AI Ltd will not be liable to you or to any third party for any modification, suspension, or discontinuance of Medly AI or any part thereof.

REFUNDS

13.1. We do not offer refunds on purchases made through our Website or Medly AI App. We provide free trials and sample content before you purchase a subscription in order to help inform your decision.
13.2. 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 without your consent or prior notification.
14.2. Changes to Terms of Use - We reserve the right to modify these Terms of Use at any time. Changes will be effective immediately upon posting on the Website. Your continued use of Medly AI after such changes constitutes acceptance of the revised Terms. If, after the Terms of Use and/or the Privacy Policy have been altered, you do not agree to their terms, you must stop using Medly AI.
14.3. Entire Agreement - These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and us regarding Medly AI, superseding any prior agreements.
14.4. 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.
14.5. 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.
14.6. Force Majeure - We shall not be liable for any failure to perform our obligations where such failure is a result of acts of nature, fire, flood, earthquake, other natural disasters, pandemic, terrorism, war, civil unrest, labour disputes, or other causes beyond our reasonable control.
14.7. Governing Law - These Terms of Use are governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms of Use shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14.8. Third Party Rights - A person who is not a party to these Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14.9. Contact Information - Questions about these Terms of Use should be sent to us at contact@medlyai.com.