ADDITIONAL PRODUCT TERMS – APPENDIX – VYOND 

Some of the defined terms used in this Appendix are set out below. Any defined terms used but not set out in this Appendix are as set out in Omniplex Learning’s Terms and Conditions. 

“Authorised Users” 

means the Customer Personnel authorised by the Customer to use the Software. A “Seat” is one licence for one Authorised User. The number of “Seats” purchased is set out in the Order Form; 

“End User Agreement ” 

means the Third Party Vendor website terms available at this link https://www.vyond.com/terms/; 

“Customer Personal Data” 

means the personal data collected and processed in the Software, as further described in the Third Party Vendor’s privacy policy; 

“Data Processing Purpose” 

means the data processing purpose as further described in the Third Party Vendor’s privacy policy; 

“Software” 

means all “Vyond” branded software distributed by the Third Party Vendor, to enable the Customer and its Authorised Users to create animated videos; 

“Third Party Vendor” 

means the third party provider, GoAnimate Inc., who is licensing and providing access to the Software. 

1. Licence to use the Software 

1.1 Subject to the Customer entering into the Agreement, Omniplex Learning shall procure the grant to the Customer of a licence from the Third Party Vendor to use and access the Software subject to and on the terms of the Agreement and the End User Agreement. 

1.2 The Customer shall: 

1.2.1 comply with the End User Agreement; 

1.2.2 ensure that its Authorised Users are made aware of and comply with the End User Agreement; 

1.2.3 be responsible for its Authorised Users’ compliance with the End User Agreement. 

1.3 The Customer’s licence to use the Software is non-exclusive, non-transferable, non-sublicensable, revocable and subject to the limits on time, number of Authorised Users and price agreed in the Terms and Conditions and/or Order Form. 

1.4 The Customer shall not decompile, reverse engineer, disassemble, translate, make a derivative work, modify or adapt the Software. The Customer must not sell, sub-license, rent, lease or otherwise provide rights to the Software for free or for value.

2. Co-terminous product 

2.1 The Software is licensed on the basis of co-terminous licence upgrades. For example, this means that if the Customer buys fifty Seats at the Commencement Date, and four months later it buys another ten Seats, Omniplex Learning will charge the ten Seats for the remaining eight months of the Year, such that the second batch of Seats purchased becomes co-terminous with the first batch of Seats purchased (i.e. all Seats will end together on the same date). 

2.2 The Customer may upgrade (i.e. increase) its number of Seats during a Year, but cannot downgrade (i.e. decrease) its number of Seats during a Year. 

2.3 Where the Customer increases its level of users, Omniplex Learning will calculate the charges pro-rata on a monthly basis over the remaining Term and the Customer will be charged accordingly at its new level of users. 

3. Data protection terms applicable to use of the Software 

3.1 The privacy policy applicable to the Software is here: https://www.vyond.com/privacy/. If you would like to have a Controller to Processor data processing agreement between you and the Third Party Vendor (the operator of the Software), in order to cover the transfer of any Customer Personal Data uploaded to the Software and for which you are Controller and the Third Party Vendor is processor, please let us know and we can provide you with a pre-signed agreement from the Third Party Vendor.) 

3.2 The cookies policy applicable to the Software is here: https://www.vyond.com/cookies/ 

3.3 The list of sub-processors in the Software is here: https://think.vyond.com/subprocessors. 

4. Support applicable to the Software 

4.1 Omniplex offers an enhanced support package for the Software (Enable+). Customers who opt for the enhanced support package will have this set out in the Order Form and an additional Appendix detailing the relevant support which will form part of this Agreement. 

5. Access Conditions 

5.1 The Customer’s right to access and use the Software is subject to: 

5.1.1 the continued existence and validity of Omniplex Learning’s reseller agreement with the Third Party Vendor; 

5.1.2 the continued existence of the End User Agreement or equivalent terms entered into directly between the Customer and the Third Party Vendor; and 

5.1.3 the continued existence and validity of, and the Customer’s compliance with the Agreement (including without limitation payment of applicable Charges). 

5.2 If, for any reason Omniplex Learning’s reseller agreement with the Third Party Vendor terminates or expires; and/or the End User Agreement terminates or is revoked, and Omniplex Learning is no longer authorised to provide, resell or support the Software, then the provisions of this Agreement relating to the Software (including any applicable Order Form) shall automatically terminate with effect from the date Omniplex Learning ceases to be so authorised. Any such termination shall be limited to the Software only and shall not affect: Omniplex Learning – Additional Product Terms – Vyond v3.1 – 08042026 3 Confidential 

5.2.1 any other products or Services provided under this Agreement; or 

5.2.2 the continued validity of this Agreement in respect of those other products or Services. 

5.3 Upon termination of the Software in accordance with this clause Omniplex Learning’s obligations in respect of the Software (including any support or maintenance services relating to it) shall cease. 

6. Liability for the Software 

6.1 The Customer acknowledges that, in respect of the Software, Omniplex Learning is acting as an authorised reseller of the Third Party Vendor and does not own the Software. Accordingly, the Customer acknowledges and agrees that: 

6.1.1 Omniplex Learning shall have no Liability in respect of the Software (including but not limited to the functionality, availability, or whether the Software meets the Customer’s requirements). The Customer’s recourse in relation to the Software is to the Third Party Vendor under the End User Agreement. 

6.2 The Customer shall indemnify Omniplex Learning against all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges incurred or suffered, howsoever arising, by Omniplex Learning as a result of or in connection with the Customer’s (including the Customer Personnel’s) breach of the terms of the End User Agreement.