Flywire makes certain functionality available to educational and medical agents, including, but not limited to, a dashboard that, among other functionality, permits agents, with respect to students, patients, or other payers on whose behalf the agents work, to: (i) create payment orders; (ii) view the status of payments; and (iii) make payments to Designated Entities that are clients of Flywire. If you are using Flywire as an agent, you represent and warrant that: (i) you are licensed or otherwise permitted under the law of applicable jurisdiction(s) to act on behalf of the parties on whose behalf you are acting; (ii) you are authorized to provide data and information to Flywire about the parties on whose behalf you work; (iii) if you are making a payment on behalf of another party, you are authorized to do so; and (iv) all data and information you provide to Flywire is accurate and complete. You acknowledge that you are responsible for ensuring that all amounts owed to Designated Entities by students and payers on whose behalf you work are paid to the Designated Entities. Agents may only use Flywire in accordance with these Terms.
In addition the following Terms apply:
1. Definitions
“Activities” means promoting and selling the Products and Services to potential and current customers of Flywire or otherwise utilising the Products and Services.
“Authorised User” means any person or entity, other than the Agent, that uses the Products or Services with the authorisation of the Agent from time to time.
“Flywire”, “we”, “us” and “our” means Flywire Corporation and all current and future global subsidiaries of Flywire Corporation, including, without limitation OSHC Australia Pty Ltd (ACN 161 290 884).
"Intellectual Property Right" means any patent, trade mark, service mark, trade secret, trade or business or company name, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights or right of registration of such rights, anywhere in the world whether or not registered.
“Products” means products detailed in the Appendix.
“you” and “your” means the Agent, and where the context permits, an Authorised User.
2. Use of software
2.1 Licence: We grant you a non-exclusive, non-transferable, revocable licence for the term of the Agreement to use the Products or Services to perform the Activities for Cohort Go on the terms of this Agreement.
2.2 Access:
a) All access to the Products or Services is solely verified by user Login and password.
b) You are responsible for granting access to and maintaining access of Authorised Users.
c) You are responsible for maintaining the confidentiality of all your access details.
d) You agree to notify us immediately of any unauthorised access to the Products or Services or any other breach of security.
e) You agree to provide us with reasonable access to, and copies of, any information, including financial records, registers and other documents relating to this Agreement.
2.3 Changes: We may, at our sole discretion, delete, replace, add to or otherwise amend the whole or any part of the Products or Services at any time.
2.4 Competitors: You may not use the Products or Services if you are a direct competitor to any Products or Services, or a sales agent, consultant or distributor for a direct competitor to any Products or Services.
2.5 Reasonable Use: Your access to and use of the Products or Services is limited to reasonable use. Reasonable use means that the volume of data, frequency of use and concurrency of use does not interfere with another customer's use of the Products or Services. We may, at our sole discretion, terminate your right to access and use the Products or Services in the event that you breach this reasonable use provision.
2.6 Payment obligations: Each party must comply with any applicable payment obligations set out in the Schedule.
3. Warranties and acknowledgements
3.1 Warranties: You warrant that:
a) You are authorised to accept these terms and will comply with your obligations and responsibilities under these terms.
b) You will follow our directions and do all things reasonably necessary to protect our interests.
c) You are responsible and liable to us for anything any Authorised User does or does not do in relation to the Products or Services.
d) You may be held responsible and liable to us for losses incurred by us or any third party due to any unauthorised use of the Products or Services.
e) You will comply with our standards, directions and restrictions regarding the use, marketing and provision of the Products or Services.
f) You will not engage in conduct that conflicts or is likely to conflict with our interests, unless you have first obtained our fully informed written consent to the conduct.
g) You will not use the Products or Services or permit any third party to use the Products or Services in order to build a competitive product or service;
3.2 Acknowledgements: You acknowledge that:
a) The provision of, access to, and use of, the Products or Services is on an "as is " basis and at your own risk.
b) We do not warrant that the Products or Services will be secure, reliable, free of defects, errors or viruses or always available (including at a certain speed), or that all problems can or will be corrected. This is in part because of the reliance of the Products or Services on software, systems and networks that are not owned or controlled us.
c) It is your sole responsibility to determine that the Products or Services meet the needs of your business and are suitable for the purposes for which they are used.
3.3 Indemnity: You indemnify us against all claims, costs, damage and loss arising from
or in connection with the Activities or your breach of any of these terms or any obligation you may have to us from time to time.
3.4 No warranties: We exclude all warranties and implied conditions in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement of Intellectual Property Rights.
4. Intellectual property
4.1 General: We own all rights, title and interest, including Intellectual Property Rights in the Products and Services and any documentation relating to the Products and Services remains our property (or our licensors).
4.2 Assignment: You assign to us all Intellectual Property Rights (including future Intellectual Property Rights and any improvements to the Intellectual Property Rights) created by you in connection with your use of our Product and Services under these terms .
4.3 Marketing material and trade marks: You must use any material we provide to you in accordance with our directions and only to the extent necessary to perform the Activities. You must only use our trade marks to perform the Activities with our prior written consent.
5. Limitation of liability
5.1 To the maximum extent permitted by law, we exclude all liability and responsibility to you in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Products or Services.