WES June 2021 Update
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Coursera Organizations Agreement
Coursera Organizations Agreement
Effective: June 3, 2021
This Coursera Organization Agreement (this “Agreement”) is entered into by and between Coursera, Inc., a Delaware corporation, with a principal place of business at 381 E. Evelyn Ave., Mountain View, California 94041 (“Coursera”), and the entity agreeing to these terms (“Organization”). This Agreement is effective as of the date you click the “I Accept” button below or, if applicable, the date this Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Organization's access to and use of the Services (as defined below).
This Coursera Organization Agreement (this “Agreement”) is entered into by and between Coursera, Inc., a Delaware corporation, with a principal place of business at 381 E. Evelyn Ave., Mountain View, California 94041 (“Coursera”), and the entity agreeing to these terms (“Organization”). This Agreement is effective as of the date you click the “I Accept” button below or, if applicable, the date this Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Organization's access to and use of the Services (as defined below).
THESE TERMS INCLUDE AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT APPLY TO ALL CLAIMS BROUGHT AGAINST COURSERA. PLEASE READ THEM CAREFULLY; THEY AFFECT YOUR LEGAL RIGHTS.
Services
Services
Organization will pay Coursera the fees (“Fees”) for the Coursera organization services (the “Services”) selected by Organization. A listing of the current Fees and Services may be found here. Except as otherwise explicitly indicated by Coursera, the Fees shall be non-refundable and non-cancelable. For internal accounting purposes, Coursera allocates 70% of your plan fees for certificate service access to courses and 30% for features supporting small and large organizations, such as curation and customization tools, activity-tracking dashboards and reports, and your organization-branded homepage. A single “1 Course” option means registration to participate in a single course, and shall be deemed used once an Organization’s participant registers for a course and does not opt out during the Refund Period (defined below). An “Unlimited” option means access for a single participant to participate in an unlimited number of courses during the Term, subject to such participant either (1) manually opting out or (2) automatically unenrolled due to low activity, in both cases during the Refund Period. The available courses refer to Coursera’s then-available Coursera for Business catalogue, which may be updated from time to time. At the expiration of the term, access to the platform will no longer be made available by Coursera under this Agreement (including paid access to any uncompleted courses).
Organization will pay Coursera the fees (“Fees”) for the Coursera organization services (the “Services”) selected by Organization. A listing of the current Fees and Services may be found here. Except as otherwise explicitly indicated by Coursera, the Fees shall be non-refundable and non-cancelable. For internal accounting purposes, Coursera allocates 70% of your plan fees for certificate service access to courses and 30% for features supporting small and large organizations, such as curation and customization tools, activity-tracking dashboards and reports, and your organization-branded homepage. A single “1 Course” option means registration to participate in a single course, and shall be deemed used once an Organization’s participant registers for a course and does not opt out during the Refund Period (defined below). An “Unlimited” option means access for a single participant to participate in an unlimited number of courses during the Term, subject to such participant either (1) manually opting out or (2) automatically unenrolled due to low activity, in both cases during the Refund Period. The available courses refer to Coursera’s then-available Coursera for Business catalogue, which may be updated from time to time. At the expiration of the term, access to the platform will no longer be made available by Coursera under this Agreement (including paid access to any uncompleted courses).
Coursera may make commercially reasonable changes to the Services from time to time. If Coursera makes a material change to the Services, Coursera will inform Organization via such method as Coursera may elect provided that Organization has subscribed with Coursera to be informed about such changes.
Coursera may make commercially reasonable changes to the Services from time to time. If Coursera makes a material change to the Services, Coursera will inform Organization via such method as Coursera may elect provided that Organization has subscribed with Coursera to be informed about such changes.
Coursera may make commercially reasonable changes to this Agreement from time to time. If Coursera makes a material change to this Agreement, Coursera will inform Organization by either sending an email to an email address associated with Organization or alerting Organization via the admin console. If the change has a material adverse impact on Organization and Organization does not agree to the change, Organization must notify Coursera via the Help Center within 30 days after receiving notice of the change. If Organization notifies Coursera as required, then Organization will remain governed by the agreement in effect immediately prior to the change until the end of the then-current Services term for the affected Services. If the affected Services are renewed in accordance with this Agreement, they will be renewed under Coursera’s then-current Coursera Organization Agreement.
Coursera may make commercially reasonable changes to this Agreement from time to time. If Coursera makes a material change to this Agreement, Coursera will inform Organization by either sending an email to an email address associated with Organization or alerting Organization via the admin console. If the change has a material adverse impact on Organization and Organization does not agree to the change, Organization must notify Coursera via the Help Center within 30 days after receiving notice of the change. If Organization notifies Coursera as required, then Organization will remain governed by the agreement in effect immediately prior to the change until the end of the then-current Services term for the affected Services. If the affected Services are renewed in accordance with this Agreement, they will be renewed under Coursera’s then-current Coursera Organization Agreement.
Obligations
Obligations
Coursera will provide the Services specified above to Organization.
Coursera will provide the Services specified above to Organization.
Coursera may use Organization’s name, logos, and other brand features to list Organization as a customer and create and make publicly available case studies highlighting the relationship of the parties. In addition, the parties may, subject to mutual agreement as to the specific content, issue other publicity materials, including, but not limited to, press releases. Coursera may identify Organization and provide the number of participating Organization Users to the creators and instructors of Courses and/or Specializations accessed by Organization’s Users. Other than as set forth herein, Organization will not issue any public statements or promotional materials disclosing the existence of this Agreement or the performance of Services hereunder.
Coursera may use Organization’s name, logos, and other brand features to list Organization as a customer and create and make publicly available case studies highlighting the relationship of the parties. In addition, the parties may, subject to mutual agreement as to the specific content, issue other publicity materials, including, but not limited to, press releases. Coursera may identify Organization and provide the number of participating Organization Users to the creators and instructors of Courses and/or Specializations accessed by Organization’s Users. Other than as set forth herein, Organization will not issue any public statements or promotional materials disclosing the existence of this Agreement or the performance of Services hereunder.
In order to allow the parties to evaluate the effectiveness of Course content for Organization participants and corporate training purposes and for purposes of allowing Coursera to continually improve upon the Services, Coursera will provide aggregate level data to Organization about Organization’s participants engaged in Courses, subject to and in accordance with Coursera’s latest privacy policies, which may be updated from time to time at https://www.coursera.org/about/privacy, as well as the Data Protection section below. Organization will ensure each participant’s compliance with Coursera’s Terms of Use and other policies. Each party will respect the confidentiality and privacy of such learner data and operate in accordance with applicable law with respect to its use and handling of same. Organization agrees to use Organization participants’ data only to evaluate the effectiveness of Course content for Organization participants and corporate training purposes.
Organization will cooperate to ensure each User’s compliance with Coursera’s user policies, as described in https://www.coursera.org/about/terms. Each party will respect the confidentiality and privacy of such User data and operate in accordance with applicable law with respect to its use and handling of same. The data protection terms located at the following link shall be incorporated into this Order Form: https://www.coursera.org/about/privacy/data-protection-addendum
Organization agrees to implement and maintain technical and organizational measures and procedures to ensure an appropriate level of security for participants’ personal information, including protecting such personal information against the risks of accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, dissemination or access.
Organization agrees to implement and maintain technical and organizational measures and procedures to ensure an appropriate level of security for participants’ personal information, including protecting such personal information against the risks of accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, dissemination or access.
Organization will not (either directly or indirectly): (i) copy, sublicense, rent, lease, barter, swap, resell, or commercialize the Platform, Courses, or Specializations, in whole or in part; (ii) transfer, transmit, enable, or allow access to or use of the Platform, Courses, or Specializations, whether in whole or in part, by any means, to a third party; (iii) create external derivative works of the Platform, Courses, or Specializations; (iv) use the Platform, Courses, or Specializations in any manner that is fraudulent, deceptive, threatening, harassing, defamatory, unlawful, illegal, obscene, or otherwise objectionable in Coursera’s reasonable discretion; (v) “crawl,” “scrape,” “spider,” or otherwise copy or store any portion of the Platform, Courses, or Specializations for any purpose not contemplated under this Agreement (e.g., in order to mimic the functionality and/or output of the Platform, Courses, or Specializations, in whole or in part); (vi) disassemble, reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying logic of any portion of the Platform, Courses, or Specializations; (vii) use the Platform, Courses, or Specializations as part of any machine learning or similar algorithmic activity; or (viii) publish or distribute the Platform, Courses, or Specializations, or materials derived from the Platform, Courses, or Specializations, to third parties.
Organization will not (either directly or indirectly): (i) copy, sublicense, rent, lease, barter, swap, resell, or commercialize the Platform, Courses, or Specializations, in whole or in part; (ii) transfer, transmit, enable, or allow access to or use of the Platform, Courses, or Specializations, whether in whole or in part, by any means, to a third party; (iii) create external derivative works of the Platform, Courses, or Specializations; (iv) use the Platform, Courses, or Specializations in any manner that is fraudulent, deceptive, threatening, harassing, defamatory, unlawful, illegal, obscene, or otherwise objectionable in Coursera’s reasonable discretion; (v) “crawl,” “scrape,” “spider,” or otherwise copy or store any portion of the Platform, Courses, or Specializations for any purpose not contemplated under this Agreement (e.g., in order to mimic the functionality and/or output of the Platform, Courses, or Specializations, in whole or in part); (vi) disassemble, reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying logic of any portion of the Platform, Courses, or Specializations; (vii) use the Platform, Courses, or Specializations as part of any machine learning or similar algorithmic activity; or (viii) publish or distribute the Platform, Courses, or Specializations, or materials derived from the Platform, Courses, or Specializations, to third parties.
Billing
Billing
When placing its order for the Services, Organization may elect from among the billing options offered by Coursera on the order page. Coursera may change its offering of billing options, including by limiting or ceasing to offer any billing option, upon 30 days written notice to Organization (which notice may be by email). Billing options may not be available to all customers. Unless otherwise stated, all fees are quoted in U.S. Dollars. When paying in currencies other than U.S. Dollars, the actual fees billed will depend on then current exchange rates. Organizations that pay quarterly will have the same exchange rate for each payment during the 12-month term, with such exchange rate determined at the time of initial payment for that 12-month term. You are responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. Any purchase that is indicated as “pro-rated” for a partial Term will be charged as indicated on the payment screen (and may not reflect a fully pro-rated price depending on how much Term is remaining). If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and Coursera reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.
When placing its order for the Services, Organization may elect from among the billing options offered by Coursera on the order page. Coursera may change its offering of billing options, including by limiting or ceasing to offer any billing option, upon 30 days written notice to Organization (which notice may be by email). Billing options may not be available to all customers. Unless otherwise stated, all fees are quoted in U.S. Dollars. When paying in currencies other than U.S. Dollars, the actual fees billed will depend on then current exchange rates. Organizations that pay quarterly will have the same exchange rate for each payment during the 12-month term, with such exchange rate determined at the time of initial payment for that 12-month term. You are responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid Services. Any purchase that is indicated as “pro-rated” for a partial Term will be charged as indicated on the payment screen (and may not reflect a fully pro-rated price depending on how much Term is remaining). If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and Coursera reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services.
If you received an offer for reduced pricing, this pricing may not be available upon renewal or when adding new licenses. Coursera may also share aggregate data back to affiliate partners to evaluate the effectiveness of the partnership.
If you received an offer for reduced pricing, this pricing may not be available upon renewal or when adding new licenses. Coursera may also share aggregate data back to affiliate partners to evaluate the effectiveness of the partnership.
For Organization’s convenience, Coursera may agree to invoice and take payment from an affiliate or other type of related party. The Parties agree, that notwithstanding any alternate arrangement, Organization shall remain the contracting party and liable as if it were the paying party.
For Organization’s convenience, Coursera may agree to invoice and take payment from an affiliate or other type of related party. The Parties agree, that notwithstanding any alternate arrangement, Organization shall remain the contracting party and liable as if it were the paying party.
Refunds and Taxes
Refunds and Taxes
If you wish to cancel your Services, Coursera will offer you a complete refund until 14 days after payment (the “Refund Period”). Thereafter, Coursera does not offer refunds (even if Organization has opted to pay their Fees in multiple installments). To request a refund, Organization must contact customer support or any other refund mechanism made available on Coursera’s platform for Organization’s administrators.
If you wish to cancel your Services, Coursera will offer you a complete refund until 14 days after payment (the “Refund Period”). Thereafter, Coursera does not offer refunds (even if Organization has opted to pay their Fees in multiple installments). To request a refund, Organization must contact customer support or any other refund mechanism made available on Coursera’s platform for Organization’s administrators.
Except as otherwise explicitly indicated by Coursera, all Fees hereunder are non-cancelable and non-refundable. Organization will be responsible for the payment of all federal, state, and local sales, use, value added, or other taxes that are levied or imposed on it by reason of the transactions under this Agreement (other than for taxes based on Coursera’s income). For the avoidance of doubt, any tax withholding obligations of Organization shall not decrease the amount payable to Coursera by Organization. If a party is required to pay any taxes for which the other party is responsible, then the taxes will be billed to and paid by the responsible party. If Organization is claiming tax exempt status, Organization shall provide sufficient evidence of tax exemption status from the applicable tax.
Except as otherwise explicitly indicated by Coursera, all Fees hereunder are non-cancelable and non-refundable. Organization will be responsible for the payment of all federal, state, and local sales, use, value added, or other taxes that are levied or imposed on it by reason of the transactions under this Agreement (other than for taxes based on Coursera’s income). For the avoidance of doubt, any tax withholding obligations of Organization shall not decrease the amount payable to Coursera by Organization. If a party is required to pay any taxes for which the other party is responsible, then the taxes will be billed to and paid by the responsible party. If Organization is claiming tax exempt status, Organization shall provide sufficient evidence of tax exemption status from the applicable tax.
Term
Term
The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for 12 months unless terminated in accordance with the termination provisions below (the “Term”).
The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for 12 months unless terminated in accordance with the termination provisions below (the “Term”).
For Organizations whose Term automatically renews: Your initial Term will continue for 12 months and then automatically renew unless and until you cancel your subscription or the subscription is suspended or discontinued by Coursera. If you cancel your subscription during the subscription period, you will continue to have access until the end of the 12-month period and will not be billed for the next billing cycle.
For Organizations whose Term automatically renews: Your initial Term will continue for 12 months and then automatically renew unless and until you cancel your subscription or the subscription is suspended or discontinued by Coursera. If you cancel your subscription during the subscription period, you will continue to have access until the end of the 12-month period and will not be billed for the next billing cycle.
For Organizations whose Term does not automatically renew: The parties may agree in writing (including by ordering additional Services online) to extend this Agreement with respect to certain Services for one or more additional 12-month terms, subject to the termination provisions below. If the parties do not renew a Service after expiration of the Term, access to such Service will no longer be made available by Coursera under this Agreement, including paid access to any uncompleted courses.
For Organizations whose Term does not automatically renew: The parties may agree in writing (including by ordering additional Services online) to extend this Agreement with respect to certain Services for one or more additional 12-month terms, subject to the termination provisions below. If the parties do not renew a Service after expiration of the Term, access to such Service will no longer be made available by Coursera under this Agreement, including paid access to any uncompleted courses.
Termination
Termination
Termination. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In addition, Coursera may immediately suspend performance if payment for any Fees is overdue and may immediately suspend performance or terminate this Agreement if Organization facilitates any participant’s violation of the Coursera Terms of Use or other policies or if Coursera determines that its association with Organization has an adverse impact on the business or reputation of Coursera, its licensors, or other partners. Coursera may at any time for any reason suspend or terminate use of the Services by any participant or other individual.
Termination. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In addition, Coursera may immediately suspend performance if payment for any Fees is overdue and may immediately suspend performance or terminate this Agreement if Organization facilitates any participant’s violation of the Coursera Terms of Use or other policies or if Coursera determines that its association with Organization has an adverse impact on the business or reputation of Coursera, its licensors, or other partners. Coursera may at any time for any reason suspend or terminate use of the Services by any participant or other individual.
Effects of Termination. If this Agreement terminates, then: (i) all rights granted and obligations incurred by one party to the other that are intended to cease upon termination will cease immediately (and Organization shall forfeit all unused Enrollments and uncompleted Courses); (ii) Organization will promptly pay Coursera all outstanding amounts due and payable as of the expiration date; and (iii) upon request, each party will promptly return or destroy all other Confidential Information of the other party.
Effects of Termination. If this Agreement terminates, then: (i) all rights granted and obligations incurred by one party to the other that are intended to cease upon termination will cease immediately (and Organization shall forfeit all unused Enrollments and uncompleted Courses); (ii) Organization will promptly pay Coursera all outstanding amounts due and payable as of the expiration date; and (iii) upon request, each party will promptly return or destroy all other Confidential Information of the other party.
Confidential Information
Confidential Information
Obligations. Each party will: (i) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (ii) not disclose the Confidential Information, except to affiliates, participants, and agents who need to know it and who have agreed in writing to keep it confidential and who are trained and reliable. Each party (and any affiliates, participants, and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, participants, and agents in violation of this section. “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
Obligations. Each party will: (i) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (ii) not disclose the Confidential Information, except to affiliates, participants, and agents who need to know it and who have agreed in writing to keep it confidential and who are trained and reliable. Each party (and any affiliates, participants, and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, participants, and agents in violation of this section. “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.
Exceptions. Confidential Information does not include information that: (i) the recipient of the Confidential Information already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was rightfully given to the recipient by another party.
Exceptions. Confidential Information does not include information that: (i) the recipient of the Confidential Information already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was rightfully given to the recipient by another party.
Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law and must notify the other party of such disclosure.
Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law and must notify the other party of such disclosure.
EU Data Protection
This section shall only apply to the extent that Personal Data (as defined below) of Data Subjects (as defined below) in the EU is processed by Coursera.
In this section, the following terms shall have the following meanings:
“Data Protection Laws” means any laws and regulations in any relevant jurisdiction, relating to privacy or the use or processing of data relating to natural persons, including: (a) EU Directives 95/46/EC and 2002/58/EC (as amended by 2009/139/EC) and any legislation implementing or made pursuant to such directives; and (b) from 25 May 2018, EU Regulation 2016/679 (“GDPR”); and (c) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.
“DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws.
“Data Subject”, “Data Controller”, “Personal Data” and “processing” shall have the meanings set out in EU Directive 95/46/EC until 25 May 2018, and thereafter the meaning set out in GDPR.
“EU Privacy Shield” means the EU-U.S. Privacy Shield Framework as administered by the U.S. Department of Commerce.
This section (titled 'Data Protection') shall only apply in respect of Personal Data of Data Subjects in the European Economic Area. To the extent that the parties do not transfer or otherwise process Personal Data of Data Subjects in the European Union, the provisions of this section shall not apply.
The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when processing Personal Data in connection with this Agreement.
Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.
To the extent that a party (the “Receiving Party”) receives any Personal Data from the other party (the “Providing Party”), the Receiving Party, acting as a new Data Controller of such Personal Data, shall:
comply with the provisions and obligations imposed on it as a Data Controller by Data Protection Laws at all times;
take reasonable steps to ensure the reliability of all its personnel who have access to such Personal Data, and ensure that any such personnel are committed to binding obligations of confidentiality when processing such Personal Data;
implement and maintain technical and organizational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, dissemination or access;
not transfer such Personal Data outside the European Economic Area unless in accordance with applicable Data Protection Laws and, if applicable, in accordance with clause 6(x) of this Section below;
inform the Providing Party within 24 hours of becoming aware that any such Personal Data is (while within the Receiving Party or its subcontractors' or affiliates' possession or control) subject to a personal data breach (as defined in Article 4 of GDPR) or is lost or destroyed or becomes damaged, corrupted or unusable;
provide to the Providing Party and any DP Regulator all information and assistance necessary or desirable to demonstrate or ensure compliance with the obligations in this clause and/or Data Protection Laws;
from 25 May 2018, take such steps as are reasonably required to assist the Providing Party in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;
notify the Providing Party within two (2) business days if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that Data Subject's Personal Data;
provide the Providing Party with its full co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that Data Subject's Personal Data; and
to the extent that Personal Data is processed outside the European Economic Area, either:
be certified under and comply with the EU Privacy Shield, and maintain its self-certification to and compliance with such framework; or
comply with the protection requirements and principles of the EU Privacy Shield, including providing at least the same level of data security and privacy protection as required by the principles set out in the EU Privacy Shield and in such case shall provide without any charge or delay such information and assistance as required by the Providing Party to assess whether the Receiving Party is processing Personal Data in a manner consistent with the obligations under the principles set out in the EU Privacy Shield,
and the Receiving Party hereby represents, warrants and covenants that this is and shall remain the case.
To the extent that a Receiving Party receives any Personal Data from the Providing Party, the Providing Party warrants and represents that it has the right under applicable Data Protection Laws to transfer such Personal Data to the Receiving Party and that, where applicable, it has obtained all necessary consents to do so.
If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable cooperation and assistance in relation to any such complaint, notice or communication.
Representations and Disclaimers
Representations and Disclaimers
Representations. Each party represents that: (i) it has full power and authority to enter into this Agreement; and (ii) it will comply with all laws and regulations applicable to its performance of its obligations under this Agreement. Notwithstanding any other provisions of this Agreement, neither Party shall take action under this Agreement or in connection with its business that would cause it to be in violation in any applicable jurisdiction, of (i) anti-corruption laws and regulations, including but not limited to the Foreign Corrupt Practices Act (U.S) and The Bribery Act 2010 (U.K.); (ii) anti-money laundering laws or regulations; or (iii) the various economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC regulations) and the U.S. Department of State’s Office of Terrorism Finance and Economic Sanctions Policy. Organization represents that it is not currently listed on any Excluded or Denied Party List maintained by any U.S. government agency.
Representations. Each party represents that: (i) it has full power and authority to enter into this Agreement; and (ii) it will comply with all laws and regulations applicable to its performance of its obligations under this Agreement. Notwithstanding any other provisions of this Agreement, neither Party shall take action under this Agreement or in connection with its business that would cause it to be in violation in any applicable jurisdiction, of (i) anti-corruption laws and regulations, including but not limited to the Foreign Corrupt Practices Act (U.S) and The Bribery Act 2010 (U.K.); (ii) anti-money laundering laws or regulations; or (iii) the various economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC regulations) and the U.S. Department of State’s Office of Terrorism Finance and Economic Sanctions Policy. Organization represents that it is not currently listed on any Excluded or Denied Party List maintained by any U.S. government agency.
Non-Academic and Academic Credit Use. Courses under this Agreement shall be used for Organization’s standard learning and development training purposes. Such courses are to be used as supplemental materials to in-person instruction. If Organization chooses to assign credit for such content, Organization is solely responsible for ensuring adequate pathways towards degree completion based on content availability. Organization acknowledges that: 1) Coursera does not represent or warrant that the content meets any accreditation or regulated learning time standards, 2) Coursera will not be responsible to update Organization on any substantive changes or availability of content, and 3) Coursera does not guarantee the availability of the content.
Non-Academic and Academic Credit Use. Courses under this Agreement shall be used for Organization’s standard learning and development training purposes. Such courses are to be used as supplemental materials to in-person instruction. If Organization chooses to assign credit for such content, Organization is solely responsible for ensuring adequate pathways towards degree completion based on content availability. Organization acknowledges that: 1) Coursera does not represent or warrant that the content meets any accreditation or regulated learning time standards, 2) Coursera will not be responsible to update Organization on any substantive changes or availability of content, and 3) Coursera does not guarantee the availability of the content.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. COURSERA PROVIDES ITS PRODUCTS AND SERVICES AS IS AND DOES NOT WARRANT THAT THE OPERATION OF ITS PRODUCTS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. COURSERA MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH ITS PRODUCTS AND SERVICES.
Disclaimers. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. COURSERA PROVIDES ITS PRODUCTS AND SERVICES AS IS AND DOES NOT WARRANT THAT THE OPERATION OF ITS PRODUCTS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. COURSERA MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH ITS PRODUCTS AND SERVICES.
Indemnification
Indemnification
By Organization. Organization will indemnify, defend, and hold harmless Coursera from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) that any Organization brand features or other content used in accordance with this Agreement infringe or misappropriate any intellectual property rights of a third party; or (ii) involving actions by participants or other individuals associated with Organization (e.g., harassment on forums, plagiarism).
By Organization. Organization will indemnify, defend, and hold harmless Coursera from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) that any Organization brand features or other content used in accordance with this Agreement infringe or misappropriate any intellectual property rights of a third party; or (ii) involving actions by participants or other individuals associated with Organization (e.g., harassment on forums, plagiarism).
By Coursera. Coursera will indemnify, defend, and hold harmless Organization from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Coursera’s technology used to provide the Services or any Coursera brand features used in accordance with this Agreement infringe or misappropriate any intellectual property rights of such third party. Notwithstanding the foregoing, in no event shall Coursera have any obligations or liability under this section arising from: (i) use of the Services or Coursera brand features in a modified form or in combination with materials not furnished by Coursera; or (ii) any content, information, or data provided by Organization, end users, or other third parties.
By Coursera. Coursera will indemnify, defend, and hold harmless Organization from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Coursera’s technology used to provide the Services or any Coursera brand features used in accordance with this Agreement infringe or misappropriate any intellectual property rights of such third party. Notwithstanding the foregoing, in no event shall Coursera have any obligations or liability under this section arising from: (i) use of the Services or Coursera brand features in a modified form or in combination with materials not furnished by Coursera; or (ii) any content, information, or data provided by Organization, end users, or other third parties.
General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability
Limitation of Liability
Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD
Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID OR PAYABLE BY ORGANIZATION TO COURSERA FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE A CLAIM ALLEGING LIABILITY UNDER THIS SECTION IS RAISED BY EITHER PARTY.
Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s intellectual property rights by the other party, or indemnification obligations.
Binding Arbitration and Class Action Waiver
Organization and Coursera agrees to submit to binding arbitration any and all disputes, claims, or controversies of any kind, whether based on statute, regulation, constitution, common law, equity, or any other legal basis or theory, and whether pre-existing, present, or future, that arise out of or relate to our Services, these Terms, and/or any other relationship or dispute between you and us, including without limitation (i) the scope, applicability, or enforceability of these Terms and/or this arbitration provision, and (ii) relationships with third parties who are not parties to these Terms or this arbitration provision to the fullest extent permitted by applicable law (each a “Claim,” and collectively the “Claims”).
Any and all Claims shall be submitted for binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association (the “AAA Rules”), as amended, in effect at the time arbitration is initiated. The AAA Rules are available online at www.adr.org or by calling (800) 778-7879, and are hereby incorporated by reference. In the event of any inconsistency between this arbitration provision and the AAA Rules, such inconsistency shall be resolved in favor of this provision. If you decide to initiate arbitration, you agree to pay the initiation fee of $200 (or the amount otherwise required by the AAA Rules), and we agree to pay the remaining arbitration initiation fee and any additional deposit required by AAA to initiate your arbitration. We will pay the costs of the arbitration proceeding, including the arbitrator’s fees; however, other fees, such as attorney’s fees and expenses of travel to the arbitration, shall be paid in accordance with the AAA Rules and applicable law. We will pay all costs associated with any arbitration that we commence. A single, neutral arbitrator selected in accordance with the AAA Rules shall decide all Claims.
The arbitrator shall be an active member in good standing of the bar for any state in the continental United States and shall be either actively engaged in the practice of law for at least five years or a retired judge. The arbitrator shall honor claims of privilege recognized at law. Unless inconsistent with applicable law, and except as otherwise provided herein, each party shall bear the expense of its respective attorney, expert, and witness fees, regardless of which party prevails in the arbitration. Any arbitration proceedings shall be conducted in the federal judicial district of your residence, and you will be given the opportunity to attend the proceeding and be heard. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any federal or state court that has jurisdiction. You and we agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of governmental agencies.
Neither Organization nor Coursera may act as a class representative, nor participate as a member of a class of claimants, with respect to any Claim. The Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Organization’s and/or Coursera individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. Accordingly, Organization and Coursera agrees that the AAA Supplementary Rules for Class Arbitrations do not apply to our arbitration. This arbitration provision and the procedures applicable to the arbitration contemplated by this provision are governed by the Federal Arbitration Act, notwithstanding any state law that may be applicable.
This arbitration agreement does not preclude Organization or Coursera from seeking action by federal, state, or local government agencies. Organization and Coursera also has the right to exercise self-help remedies, such as set-off, or to bring qualifying claims in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. In addition, Organization and Coursera retains the right to apply to any court of competent jurisdiction for provisional or ancillary relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with any of these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in this provision.
A court may sever any portion of this Binding Arbitration and Class Action Waiver Section that it finds to be unenforceable, except for the prohibitions on any Claim being handled on a class or representative basis, and the remaining portions of this arbitration provision will remain valid and enforceable. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.
THIS BINDING ARBITRATION AND CLASS ACTION WAIVER SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A