Preamble
These Institutional Terms of Use (the “TOU”) set forth the rules governing institutional use of the Platform Services operated by Xeropan.
The TOU forms an integral part of the Institutional Services Agreement (“ISA”) and applies to all Users whose access to the Platform is provided by the Institution.
The purpose of these TOU is to ensure the lawful, secure, and intended use of the Platform and to define the rights and obligations associated with its use.
1. Scope of application
1.1. These TOU apply to all Users who access or use the Platform through credentials or permissions provided by the Institution.
1.2. The Institution shall ensure that all Users are informed of, and comply with, these TOU.
1.3. The Institution shall maintain internal policies and procedures governing Platform usage that are consistent with these TOU.
2. Access rights
2.1. Access to the Platform shall be permitted only through user accounts approved by the Institution and provisioned within Xeropan’s systems.
2.2. The Institution shall be responsible for granting, modifying, reviewing, and revoking User access rights.
2.3. The Institution shall ensure that Users are granted only those permissions necessary for the performance of their roles and responsibilities.
3. Institution obligations
3.1. The Institution shall use the Platform solely for the purposes permitted under the ISA.
3.2. The Institution shall be responsible for designating authorized Users and periodically reviewing access rights.
3.3. The Institution shall ensure that all data uploaded to, submitted through, or otherwise processed using the Platform is collected and processed lawfully.
3.4. The Institution shall promptly notify Xeropan of any circumstance that may affect the security, operation, integrity, or lawful use of the Platform.
4. User obligations
4.1. Users shall use the Platform only for its intended purpose and in accordance with applicable laws, institutional policies, and these TOU.
4.2. Users shall maintain the confidentiality of their authentication credentials and shall take reasonable measures to prevent unauthorized access to their accounts.
4.3. Users shall not share, transfer, disclose, or otherwise make their access credentials available to any third party.
4.4. Users shall comply with all applicable legal, regulatory, institutional, and contractual requirements when using the Platform.
5. Prohibited use
5.1. Users shall not engage in any activity that:
a) interferes with, disrupts, or adversely affects the operation of the Platform and the Services;
b) circumvents or defeats security measures implemented by Xeropan;
c) gains or seeks unauthorized access to the Services, Platform, systems, networks, or data;
d) results in the unauthorized access, acquisition, disclosure, or use of Personal Data belonging to another person;
e) not in compliancy with the ISA,
f) violates any applicable law or regulation or otherwise deviates from intended use; or
g) any act, omission, or submission that would have constituted prohibited conduct set forth in the points above of Section 5.1. but for interruption, failure, or lack of success.
5.2. The Platform may not be used in a manner that infringes the rights, freedoms, or legitimate interests of any third party.
5.3. The Platform may not be used to distribute malicious code, malware, automated attack tools, or any other harmful technical mechanism.
6. User content
6.1. Each person who creates, uploads, submits, or shares content through the Platform shall be responsible for the legality of such content.
6.2. The Institution represents and warrants that content made available through the Platform does not infringe any intellectual property rights, privacy rights, confidentiality obligations, or other rights of third parties.
6.3. Xeropan may remove, disable access to, or restrict content that:
a) is manifestly unlawful;
b) poses a security risk to the Platform; or
c) interferes with the proper operation of the Platform.
6.4. Where reasonably practicable, Xeropan shall notify the Institution before removing or restricting access to such content.
7. AI features
7.1. The Parties acknowledge that certain Platform features and Services utilize artificial intelligence technologies.
7.2. AI-enabled features are intended solely to support educational activities and shall not constitute (and shall be used for) independent educational, professional, legal, medical, governmental, or regulatory decision-making.
7.3. Xeropan does not warrant that AI-generated outputs will be error-free, complete, accurate, or suitable for any particular purpose.
7.4. The Institution shall ensure that appropriate human review, supervision, and professional judgment are applied in all use-cases, especially, but without limitation where necessary in connection with the use of AI-enabled features.
7.5. Outputs generated by AI-enabled features do not constitute (and shall not be interpreted as) official grades, examination results, certifications, academic assessments, or other formal educational determinations.
8. Information security
8.1. The Institution and all Users shall refrain from any conduct that could compromise the security, integrity, availability, or lawful operation of the Platform.
8.2. The Institution shall notify Xeropan without undue delay of any actual or suspected unauthorized access, data loss, security incident, or other event affecting the security of the Platform.
8.3. Xeropan implements technical and organizational security measures as further described in Annex 2 of the DPA.
9. Intellectual property rights
9.1. All intellectual property rights relating to the Platform, the Services, and all related content, software, databases, documentation, trademarks, and proprietary materials remain vested in Xeropan or its licensors.
9.2. These TOU do not grant the Institution or any User any ownership interest in the Platform or related intellectual property.
9.3. The Institution and the Users shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, adapt, create derivative works from, or otherwise use the Platform beyond the rights expressly granted under this Agreement, except to the extent such restriction is prohibited by applicable law.
10. Suspension and restriction of access
10.1. Xeropan may (without prior notification), when reasonably necessary or reasonably appropriate, restrict, suspend, or terminate access to the Platform or the Services to protect the security, integrity, lawful operation, or availability of the Platform or the Services; such measures may include, without limitation, disabling accounts, blocking IP addresses, throttling traffic, or removing content.
10.2. Xeropan may temporarily suspend, restrict, or disable access to the Platform and Services especially, but without limitation where:
a) a material breach of the Agreement (including without limitation these TOU) has occurred or is reasonably suspected;
b) the security, integrity, or availability of the Platform and the Services is at risk; or
c) such action is required by applicable law, regulation, governmental authority, or court order.
10.3. Xeropan shall notify the Institution of such restriction or suspension as soon as reasonably practicable under the circumstances.
10.4. Any restriction or suspension of access shall not relieve the Institution of its payment obligations or any other contractual obligations under the ISA.
11. Liability
11.1. Liability arising from the use of the Platform and the Services shall primarily be governed by the liability provisions set out in the ISA.
11.2. The Institution shall be responsible for the acts and omissions of its Users as if such acts or omissions were its own.
11.3. Xeropan shall not be liable for damages arising from violations of these TOU, misuse of the Platform, or inaccurate, incomplete, or misleading information provided by the Institution or its Users.
12. Final provisions
12.1. These TOU form an integral part of the ISA.
12.2. These TOU shall be governed by the laws of Hungary.
12.3. Any matter not expressly regulated herein shall be governed by the ISA, the DPA, and applicable law.
12.4. Unless otherwise set forth herein, capitalized terms shall be interpreted as defined in the ISA.