Terms of Service

This is a legal agreement between the person or organization (“Customer” or “you”) agreeing to these Terms of Service (“Terms”) and Tilr Canada Corporation (“Tilr,” “us,” or “we”). By accepting these Terms or using the Services, you represent that you are of legal age and have the authority to bind the Customer to these Terms, our Privacy Policy, and Coursera’s terms and privacy policy found at the following links,

respectively: https://www.coursera.org/about/terms, https://www.coursera.org/about/privacy (collectively the “Agreement”). This Agreement governs the terms and conditions pursuant to which you may access and use the Services.

By checking the consent box, or by accessing or using the Services, Customer acknowledges that it has read and understood the terms of this Agreement and, for good and valuable consideration, agrees to be bound by the terms of the Agreement. If you do not accept these terms, then do not register for an account or use the Services. These Terms may be amended or updated by us from time to time without notice and the terms of the Agreement may have changed since your last visit to our website. It is your responsibility to review these terms for any changes. Your use after any amendments or updates to these terms shall signify your assent and acceptance of such revised terms. You should visit this page periodically to review these Terms. Should you not agree to these Terms or any amendments thereof, your only remedy is to discontinue use of the Services in accordance with the termination conditions set forth in this Agreement.

1. DEFINITIONS.

“Coursera” refers to the entity partnered with Tilr that, through our Platform, offers curated courses and/or specialization certificate services through its online learning platform based on custom training programs generated by our Software.

“Initial Term” means an annual subscription consisting of one calendar year.

“Platform” means the platform developed and owned by Tilr that hosts our Software and provides a user interface for Users to access custom training programs to assess, monitor and develop their skills.

“Services” means the talent management program operated by our Software through our Platform which identifies key skill gaps and offers educational content from Coursera’s platform, which is accessible through our Website.

“Software” means Tilr Talent, our proprietary personalized training program software.

“Term” means the term of this Agreement consisting of the Initial Term and any subsequent renewals and extensions as provided for in this Agreement. 

"User(s)” means Customer, its employees, and anyone else who uses the Services for or on behalf of the Customer.

“User Data” means all content created by Users and provided to us or our partners in connection with the Services, such as submitted homework, exams, assignments, and forum posts.

“Website” means, collectively, the Tilr website located at https://www.tilr.com/ and any subdomains thereof.

2. ACCESS AND USE OF THE SERVICES.

1. License Grant by Tilr. Subject to the terms and conditions of this Agreement and Customer’s compliance therewith, Tilr grants to Customer a revocable, non-exclusive, non-transferable license during the Term to access and use the Services over the Internet.
2. License Revocation by Tilr. Tilr reserves the right to revoke the license to access and use the Services for any Customer breach of the Agreement including, but not limited to, failure to pay subscription fees when due.
3. Implementation. You agree to provide us with commercially reasonable assistance, cooperation, information and data necessary to ready your set up of the Services including:

1. User email addresses;
2. information on the courses to be configured in your learning programme(s);
3. the first name, last name, and business email address of the administrator, to ensure the timely completion of required actions from both parties; and
4. other information reasonably required for the successful configuration and launch of the Services.

1. Right to Use Services. You may use our Services only as permitted in these Terms, and your use must comply with Tilr’s and Coursera’s Privacy Policies, which are herein incorporated by reference and form part of this Agreement. We grant you a limited right to use our Services only for business and professional purposes. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates and you will be liable if your affiliates do not comply with the Agreement. The Services and Website are provided via equipment and resources located in Canada and the United States and you consent to having personal data processed by us in Canada and the United States.
2. Limitations on Use. By using our Services, you agree on behalf of yourself and your Users not to directly or indirectly:

1. copy, sublicense, rent, lease, barter, swap, resell, or commercialize the

Services, in whole or in part; 

2. transfer, transmit, enable, or allow access to or use of the Services whether in whole or in part, by any means, to a third party;

3. create external derivative works of the Services;
4. use the Services in any manner that is fraudulent, deceptive, threatening, harassing, defamatory, unlawful, illegal, obscene, or otherwise objectionable in Tilr’s or Coursera’s reasonable discretion;
5. “crawl,” “scrape,” “spider,” or otherwise copy or store any portion of the Services for any purpose not contemplated under this Agreement (e.g., in order to mimic the functionality and/or output of the Services, in whole or in part);
6. disassemble, reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying logic of any portion of the Services;
7. use the Services as part of any machine learning or similar algorithmic activity;
8. publish or distribute the Services or materials derived from the Services to third parties (except for your affiliates); or
9. permit, allow, or acquiesce to any person taking any of the actions prohibited under this clause.

6. Changes to Services. 

1. Change to Features. We reserve the right to enhance, remove, or modify features of our Services at our sole discretion, but will provide you with written notice prior to implementing any change that materially reduces the core functionality of the Services. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost.
2. Content Availability and Offerings. You acknowledge and agree that when using the Services if a course or specialization becomes unavailable prior to the end of the Term of the Users’ licenses, we or Coursera may replace such course of specialization with a reasonable alternative when possible. We or Coursera reserve the right to cancel, interrupt, reschedule, or modify any content offerings, or change the point value or weight of any assignment, quiz, or other assessment.

6. No Academic Credit. We or Coursera do not grant academic credit for the completion of content through use of our Services. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of the content does not confer any academic credit. Users agree not to accept credit for completing the content unless they have earned a course certificate or other equivalent documentation of their completion of the content.
7. Proprietary Rights and Service Provider Marks. You acknowledge that Tilr and Coursera retain all their respective proprietary rights, title and interest in and to the Services; any software, applications, inventions or other technology developed, together with any courses, specializations, tools, materials, specifications, guidelines, and instructions in connection with the Services; Tilr’s and Coursera’s name, logo or other marks (together, the “Service Provider Marks”); and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto (together, the “Features”). You agree not to claim any ownership in the Services, Service Provider Marks, or Features and acknowledge that the Features can be released to any or all of our clients at any time. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Service Provider Marks or is similar to any of these. You acknowledge that the Services are licensed to you on a subscription basis on the terms and conditions of this Agreement and are not “sold” to you.
8. License Grant by Users. Users grant to Tilr and Coursera a royalty-free, fully paid, worldwide license to copy, modify, develop, access, collect, store and otherwise use the User Data solely for the purpose of providing the Services to you.

3. FEES AND PAYMENT.

1. Subscription Fees. Subscription fees are due and payable in full by Customer at the start of the Initial Term in advance of receipt of the Services. For monthly billing options, subscription fees plus applicable taxes will be automatically charged to your credit card on a monthly basis. For annual billing options, subscription fees plus applicable taxes will be charged to your credit card as one lump sum at the time of purchase and on your renewal date.
2. Renewal Term. This Agreement will automatically renew for further periods equal to the period of the Initial Term (each, a “Renewal Term”), unless either party provides the following days of written notice prior to the end of the then current term of its intention not to renew this Agreement: a) for monthly subscriptions, at least ten (10) days’ notice or b) for annual subscriptions, at least thirty (30) days’ notice.
3. Determination of Fees. Subscription fees are determined in our sole discretion and are subject to change at any time and for any reason. In the event of a pricing change, we will provide you with written notice of such changes. Should your subscription fees change partway through the Term, the new subscription fees will take effect starting on your next billing cycle.
4. Payment. Any and all payments you make to us for subscription fees are final and non-refundable. You are responsible for all fees and charges imposed by your data transmission providers related to your access and use of the Services. You are responsible for providing accurate and current billing, contact and payment information to us. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the Services, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your Services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment.

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5. Late Payment Penalties. If you fail to make any payment in full when it becomes due, we may charge you an account reinstatement fee of $100 plus applicable taxes.
6. Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs and similar taxes (collectively, “Taxes”) imposed by any government entity based on the Services. Additionally, if you do not satisfy your tax obligations, you agree that you will be required to reimburse us for any Taxes paid on your behalf, and we may take steps to collect Taxes we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.
7. Custom Development and Enhancement Requests. This Agreement does not include any programming services for custom development or modifications. Such work, if negotiated and agreed to between us and you, shall be the subject of a separate agreement for development services between the parties. Customer acknowledges that Tilr is not a contract development organization, but rather we make a single general release of the Services available. As such, Customer further acknowledges that the Services are a major and valuable asset of our business and, as such, we shall have complete control of the design and development of the Services, including with respect to any enhancements and modifications. Therefore, we have the right, and sole discretion, to reject any request for enhancement or modification to the Services by Customer.

4. TERMINATION.

1. Termination by either party. Either party may terminate this Agreement if a party materially breaches any provision of this Agreement, and (A) the breach cannot be corrected; or (B) one party notifies the other party of the breach and they fail to correct it within 14 days of the notice.
2. Termination by Us. We reserve the right to terminate this Agreement if:

1. you fail to make payment of fees for the Services within 10 business days after receiving notification by Tilr of late payment;
2. you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel;
3. you have repeatedly made public-facing complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop; or
4. we are required to do so by law.

1. Effect of Termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services. We have no obligation to maintain your data. You agree that we will not be liable to you for any losses, damages, costs, or lost profits with respect to any termination, interruption, discontinuation, or inaccessibility of the Services, notwithstanding that same may have been terminated, discontinued, or otherwise made unavailable to you without notice or cause.

d. Survival. The provisions of Sections 2(h) (Proprietary Rights and Service Provider

Marks), 2(i) (License Grant by Users), 3 (Fees and Payment), 4(c) (Effect of

Termination), 4d (Survival), 5 (User Data and Accounts), 6 (Confidentiality), 8 (Warranties and Indemnification), 9 (Limitation on Liability), and 10 (Additional Terms) survive any termination of the Agreement.

5. USER DATA AND ACCOUNTS.

1. User Data. Subject to the license you grant to us and Coursera in accordance with the provisions of this Agreement, you retain all rights to your User Data and we do not own your User Data. You represent and warrant that no User Data submitted to us or Coursera infringe on the rights of any third party or violates any law, legislation, regulation or other contract. Each party agrees to apply reasonable technical, organizational and administrative security measures to keep User Data protected in accordance with industry standards. You also agree to cooperate to ensure Users’ compliance with Coursera’s user policy as it relates to confidentiality and privacy of data. Data protection terms located at the following link shall be incorporated into this Agreement:

https://www.coursera.org/about/privacy/data-protection-addendum. You agree to comply with all legal duties applicable to you as a data controller by virtue of the creation, modification, storage, transmission and submission of User Data within or outside of the Services.

2. Use of Logo for Promotional and Marketing Materials. You agree that we may use your trademark, logo and trade name (“Branding”) within our promotional and marketing materials. We are granted no other right to the Branding and acknowledge that we shall not gain any proprietary interest in the same. We are under no obligation to make use of, or to provide compensation for, the right or permission granted by you to use or distribute the Branding, from time to time in forms and in ways we determine acceptable in our sole discretion. We shall be the exclusive owner of all right, title, and interest, including copyright, in our promotional and marketing materials, notwithstanding that we may include the Branding therein.
3. Users Accounts. You are solely responsible for;

1. any use of the Services by Users
2. obtaining consent from Users and or any other person whose consent may be required by law or contract, to the collection, use, processing and transfer of User Data, and
3. providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for Users’ usernames or passwords, and to keep Users’ accounts secure, Users should keep all usernames and passwords confidential. We are not liable for any loss that

Users may incur if a third party uses their password or account. You agree Users may only create, access, and/or use one account per User and unless permitted by us or Coursera, Users will not share access to their accounts or access information of other accounts with any third party. We may suspend the Services or terminate the Agreement if Users are using the Services in a manner that we determine could cause harm to us, in our sole discretion. If you become aware of any unauthorized access to the Services, you agree to notify us immediately and take commercially reasonable steps to terminate any unauthorized access to the Services or other security breach.

6. CONFIDENTIALITY.

1. Definitions. For purposes of this section, a party receiving Confidential

Information will be the “Recipient” and the party disclosing such information will be the “Discloser”, and “Confidential Information” includes all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as “confidential” or “proprietary” or which a reasonable person would understand to be confidential or proprietary; provided that all parts of the Services (other than User Data), whether marked as “confidential” or

“proprietary” or not, will be considered to be Confidential Information of Tilr or Coursera; and provided further that Discloser’s Confidential Information does not include:

1. information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Confidential Information of the Discloser,
2. information that is publicly available through no wrongful act of Recipient, or
3. information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

2. Covenant. To the extent that any Confidential Information will be shared between the parties, Recipient hereby agrees that during the Term and at all times thereafter it shall not

1. disclose such Confidential Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing; or
2. use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement. Recipient shall use at least the same degree of care in safeguarding the Confidential Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event shall less than reasonable care be exercised. Upon the earlier of:

1. Discloser’s written request; and
2. the termination or expiration of this Agreement, regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential Information of Discloser in its possession or control and cease all further use thereof. Either party may retain a copy of such Confidential Information for the sole purpose of and to the extent necessary for it to comply with applicable legal, regulatory, or reasonable internal backup or archival policies.

Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that, to the extent legally permitted, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order at Discloser’s expense.

3. Injunctive Relief. Recipient acknowledges that violation of the provisions of this section may cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that the Disclosure may seek injunctive relief without necessity of posting bond to prevent any actual or threatened violation of such provisions.

7. COMPLIANCE WITH LAWS.

1. In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. If necessary and in accordance with applicable law, we will cooperate with local, state, provincial, federal and international government authorities with respect to the Services. Notwithstanding any other provision in these Terms, either party may immediately terminate the Agreement for the other party’s noncompliance with applicable laws.
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8. WARRANTIES AND INDEMNIFICATION.

1. Mutual Representations and Warranties. Each party represents and warrants to the other party that (a) it is a corporation incorporated and validly existing in the jurisdiction of its incorporation, (b) it has all required corporate power and capacity to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement, (c) the execution of this Agreement at the end hereof has been duly authorized by all necessary corporate action, and (d) when executed and delivered by each of the parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar laws relating to or affecting creditors' rights generally or the effect of general principles of equity.
2. Additional Tilr Representations, Warranties and Covenants. Tilr represents, warrants and covenants to Customer that: (a) it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement; and (b) no portion of any Services contains or will contain any harmful code.
3. DISCLAIMER OF CONDITIONS AND WARRANTIES. WE DO NOT REPRESENT OR WARRANT THAT

i. THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR

FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE,

SOFTWARE, SYSTEM OR DATA, 

ii. OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR

iii. ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES

IS AT YOUR SOLE RISK. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE

REMEDY UNDER THIS WARRANTY WILL BE, AT OUR SOLE OPTION AND

SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES, OR

TO TERMINATE THE NON-CONFORMING SERVICES AND PROVIDE A

PRO-RATED REFUND OF ANY PREPAID FEES FOR THE NON-CONFORMING

SERVICE, FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END

OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, AND EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SUBSECTIONS 8(a) AND (b), WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,

WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING

ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

4.  Customer Indemnification. Customer agrees to indemnify and hold harmless Tilr and Coursera, and their respective employees, officers, directors, and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable legal fees) to third parties relating to:

1. User Data,
2. Customer’s breach of any of Customer’s material representations or warranties under this Agreement; or
3. Users’ use of the Services, including in combination with any third party software, application or service.

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5. Tilr Indemnification. Tilr agrees to indemnify and hold harmless Customer, and their respective employees, officers, directors, and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable legal fees) to third parties relating to:

1. Tilr’s breach of any of Tilr’s material representations or warranties under this Agreement; or
2. Infringement of intellectual property rights as set out in Section 8(f) below.

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6. Infringement Claim by Customer. Tilr will defend, indemnify and hold harmless the Customer and its employees, officers, directors, successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, costs and expenses (including reasonable legal fees) incurred by a Customer Indemnitee arising out of or relating to any action by a third party that Customer’s use of the Services in compliance with this Agreement infringes the intellectual property rights of such third party ("Infringement Claim"). Tilr’s obligations under this Section are contingent upon (a) the Customer providing Tilr prompt written notice of such Infringement Claim; provided, however, that failure to give such notice will not relieve Tilr of its indemnification obligations hereunder, except to the extent Tilr has suffered actual material prejudice as a result of failing to receive prompt notice of the Infringement Claim, (b) Customer providing reasonable cooperation to Tilr, at Tilr’s expense, necessary to carry out Tilr’s obligations under this Section, and (c) Tilr having sole authority to settle such claim. If an Infringement Claim occurs, Tilr, at its option, may (i) obtain for Customer the right and/or license from the patent, copyright or other proprietary right owner to use the Services, (ii) replace or modify the offending portion of the Services, at Tilr’s expense, so that they become non-infringing without materially impairing their usefulness or performance, or (iii), if such remedies in (i) or (ii) above are not reasonably available, terminate this Agreement without liability to Customer and provide a refund to Customer. Notwithstanding the foregoing, Tilr will have no obligation to indemnify any Customer Indemnitee for any Infringement Claim under this Section to the extent that any such Infringement Claim is caused by (A) material which is (I) not provided by Tilr or Coursera, (II) not authorized or specified by Tilr or Coursera, (III) not intended by Tilr or Coursera to be used with the Services; (B) any substantial changes or alterations to the Services by Customer or its Users not provided or authorized by Tilr or Coursera, or (C) any misuse or unauthorized use of the Services by Customer or its Users in a manner that (I) violates this Agreement or the instructions given to Customer by Tilr in writing or (II) is not generally provided for or described in the applicable documentation or reasonably anticipated or contemplated. The parties acknowledge and confirm that this Section sets forth Customer’s sole remedies and Tilr’s sole liability and obligation for Infringement Claims.

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9. LIMITATION ON LIABILITY.

a. LIMITATION ON INDIRECT LIABILITY. WE SHALL NOT BE LIABLE TO YOU OR TO

ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO:

1. LOSS OF DATA
2. LOSS OF INCOME
3. LOSS OF OPPORTUNITY 
4. LOST PROFITS

v. COSTS OF RECOVERY

vi. BUSINESS INTERRUPTION OR ANY OTHER DAMAGES, HOWEVER CAUSED

AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT

LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

OR VIOLATION OF STATUTE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITY OF DAMAGES

b. LIMITATION ON AMOUNT OF LIABILITY. EACH PARTY’S TOTAL CUMULATIVE LIABILITY

ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS

PAID FOR THE SERVICES DURING THE 6 MONTHS IMMEDIATELY PRECEDING

THE INCIDENT GIVING RISE TO THE LIABILITY FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. 

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10. ADDITIONAL TERMS.

1. No Responsibility for Data Storage and Backup. Although we use commercially reasonable efforts to backup data on a regular basis, Tilr cannot guarantee that the Services will provide backups of any User Data stored on it. It is Customer’s responsibility to backup onto Customer’s local system all User Data it wishes to backup.
2. No Responsibility for Output. As part of the Services, we provide personalized training programs and educational content for employees based on assessments performed by our Software that factors in their skills profiles and career aspirations among other things (together with any and all output from the Services, “Output”).  Tilr and Coursera make no warranty or representation, express or implied, as to the accuracy or reliability of any Output from use of the Services. We accept no responsibility for the manner in which the Users use the Services or the Output or for the results derived or decisions made by the Users in connection with its use and Users acknowledge that the Services and Output do not constitute advice from us. Services and Output are provided “AS IS” and it is Customer’s sole responsibility to ensure that all Output (i) complies with any regulatory or accreditation standards and (ii) is utilized in such a way that best suits the needs of their business and employees.
3. Export Controls. You warrant that Users are not located in, or ordinarily reside in, any country that is subject to applicable Canadian and U.S. laws and regulations preventing Coursera from providing Users access to the Services. Users’ location is determined by their physical location. Use of a virtual private network service,

IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited. You warrant that Users are not named on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). Users will immediately discontinue use of the Services if Users are placed on any Sanctions List. You also warrant that Users will not export, re-export, or transfer the Services to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws.

4. Free Services and Trials. Your right to access and use any free Services that we may offer is not guaranteed for any period of time and we reserve the right, in our sole discretion, to limit or terminate your use of any free or basic versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate

1. at the end of the Trial Period stated in your initial signup
2. if no date is specified, 30 days after your initial access to the Services
3. or upon your conversion to a subscription. Following expiration of the Trial Period, the Services will automatically continue unless you provide notice of cancellation to us, and you are responsible for payment of the applicable fees. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without any warranty or indemnity, and all other terms of this Agreement otherwise apply. We may modify or discontinue any trials or promotions at any time without notice

5. Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). If any User submits Feedback to us however, then  that User grants to us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify and publicly perform the Feedback.
6. Third Party Features. The Services may be linked to, promote or advertise third party sites or applications (“Third Party Services”). We are not responsible for and do not endorse Third Party Services. You have sole discretion whether to purchase or connect to any Third Party Services and your use is governed solely by the terms for those Third Party Services.
7. Beta Services. We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees, warranties or representations that these services will ever be made generally available, or that you will continue to have access to them, or that they will be functional, or be fit for any purpose (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors and other defects, may put your equipment and data at risk, and use of the Beta Services is at your sole risk. We have no obligation to provide technical support and we may discontinue provision of Beta Services at any time in our sole discretion and without prior notice to you. These Beta Services are offered “AS IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise. If you are using Beta Services, you agree to receive related correspondence and updates from us. For the Beta

Services only, this section supersede any conflicting terms and conditions in this Agreement, all such terms of this Agreement to apply to the extent that they do not conflict with this section.

8. No Class Actions. You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.
9. Security Emergencies. If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services and we will take action to promptly resolve any security issues. We will notify you of any suspension or other action taken for security reasons, and you agree that we will not be required to compensate you for any losses or damages due to such interruption, and shall not be obligated to provide any refund for fees paid for the Services during any period of interruption or suspension, and you agree to pay the amounts owing for the Services as if there was no such interruption or suspension.
10. Assignment. Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, not to be unreasonably withheld. The Agreement will bind and inure to the benefit of each party’s successors or assigns.
11. Notices. Notices must be sent by personal delivery, overnight courier or registered mail. We may also provide notice to the email or fax last designated on your account, electronically via postings on our website, in-product notices, or our self-service portal or administrative center. Unless specified elsewhere in this Agreement, notices should be sent to us at 77 Bloor Street West, Suite 1200, Toronto, ON M5S 1M2 and we will send notices to the mailing address, email address or fax last designated on your account. Notice is given:

1. upon personal delivery;
2. for overnight courier, on the second business day after notice is sent
3. for registered or certified mail, on the fifth business day after notice is sent
4. or email or fax, when the email or fax is sent, or
5. if posted electronically, upon posting

8. Entire Agreement. This Agreement, including any and all service order forms set forth the entire agreement between us relating to the Services. Any service order forms negotiated and agreed to by the parties shall have paramountcy over this Agreement. There are no prior or contemporaneous oral or written agreements, warranties or representations made by us or on our behalf to you, except as explicitly referred to or contemplated herein. Nothing contained in any document or correspondence submitted by you will add to or otherwise modify the Agreement. We may update the Terms from time to time, which will be identified by the last updated date, and may be reviewed at the link to the Terms of Service on the Website. Your continued access to and use of the Service constitutes your acceptance of the then-current Terms.
9. Severability. If any term of this Agreement is not enforceable, such term shall be severed from the remainder of the Agreement, and will not affect any other terms which shall be read without reference to the offending term.
10. Independent Contractors. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.
11. Waiver. Failure to enforce any of our rights under the Agreement will not be considered a waiver of any remedies we may have with respect to that right. Unless otherwise specified, remedies are cumulative.
12. Force Majeure. No party will be responsible for any delay or failure to perform under the Agreement due to force majeure events (e.g. natural disasters; terrorist activities, activities of third party service providers, labor disputes; and acts of government) and acts beyond a party’s reasonable control, but only for so long as those conditions persist and provided that non-payment of amounts due hereunder shall not be excused by this provision.
13. Governing Law and Location for Resolving Disputes. The laws of the Province of Ontario and the laws of Canada applicable in Ontario will govern this Agreement without regard to conflicts of law principles. The Parties agree that any action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of the Province of Ontario, and each of the Parties hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding.
14. English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Last updated July 27 2022. Replaces all prior versions.

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