Terms and Conditions

This Gyde for Campus Agreement (“Agreement”)is entered into as of the date you click the “Accept Terms” button, or other equivalent button, indicating your acceptance of these terms(“Effective Date”)between Coursera, Inc., with a place of business at 381 E. Evelyn Ave., Mountain View, CA 94041(“Coursera”),and the entity agreeing to these terms(“Organization”).There shall be no force or effect to any different terms of any related purchase order or registration form even if signed by the parties after the date hereof. 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 do not have the legal authority to bind your employer or the applicable entity, please do not click the applicable acceptance button (or, if applicable, do not sign this Agreement). This Agreement governs Organization’s access to and use of the Services (as defined below). Gyde reserves the right to update, change or replace any part of this Agreement by posting updates and/or changes to this Agreement. Your continued use and access of Gyde services following the posting of any changes constitutes acceptance of those changes.

TERMS AND CONDITIONS

Obligations

a. As of the Launch Date (as defined herein), Gyde grants to Organization and its users (“Users”) a non-exclusive, non-transferable, revocable right to access and use the User Services and Content Services (collectively, “Services”) subject to the terms and conditions set forth in this Agreement. It is intended that Users are registered students, faculty and staff of Organization. “User Services” means (i) customized landing page featuring the Organization logo and selected courses, (ii) User engagement reports, (iii) payment solution(s) that allow Users to seamlessly access premium course experiences and skip checkout, and (iv) enterprise-level User support. “Content Services” means access to Coursera’s Course, Specialization, and/or Guided Projects certificate service, including access to Course assessments and grades, for certain massive online open content offerings to be mutually agreed upon in writing by Gyde and Organization. “Courses”, “Specializations” means courses and specializations from the world’s leading universities and instructors, for consumption via the proprietary platform developed by Gyde (“Platform”). “Guided Projects” (previously called Rhyme Projects) means a type of learning project hosted and consumed on the Gyde Platform incorporating hands-on follow-along learner functionality paired with simultaneous video instruction. “User License” means the right for a single User to access the Content Services for an unlimited number of Enrollments. “Enrollment” means registration to participate in a single Course, Specialization, or Guided Project, and such Enrollment shall be deemed used once a User registers for a Course and does not either (i) manually opt out or (ii) automatically unenrolled due to low activity, in both cases during the trial period. User Licenses are transferable among Users, provided however, Users will lose paid access to all then-enrolled Courses if they are not holding a User License (or other paid Enrollment) through completion of such Courses. If a Course or Specialization becomes unavailable prior to the end of the Term, Gyde may replace such Course or Specialization with a reasonable alternative Course or Specialization. The Courses and Specializations offered in the Gyde for Campus catalog are determined by such factors as availability, pricing, and other restrictions. “Launch Date” shall mean the date that Gyde gives “super administrator” access to Organization, which shall give Organization the ability to invite Users to access Content Services. “LMS Integration” shall mean that Gyde will configure the Gyde API’s data exchange to the specifications for Organization’s learning management system (“LMS”) to enable the LMS to sync with the Gyde APIs. “LMS Maintenance” for such LMS Integration shall include addressing defects and apparent bugs, release management, and guidance in setup and administration. Maintenance shall not include integration with a different LMS provider or additional development work that may be required as a result of Organization’s LMS customization or a significant LMS version release. The Parties will mutually agree on the scope of ongoing LMS maintenance.

b. If Organization has opted to (1) create a learning plan for its users, (2) implement Single Sign-On (“SSO”) or (3) request that Gyde integrate with its learning management system (“LMS”), Organization shall reasonably and timely provide Gyde with all requested materials, APIs, systems information, Course and/or Specialization choices, and any other cooperation necessary to allow the Platform to be implemented (including testing and debugging) on or before the Launch Date. For the avoidance of doubt, any access pursuant to the Grow with Google Offering may not, subject to Coursera’s sole discretion, include any of the options identified in this Section, and any agreement by the Parties to include such options shall be pursuant to separate written agreement between the Parties.

c. Gyde may, in accordance with Organization’s branding guidelines (if provided to Coursera), use Organization’s name and logo(s) to list Organization as a customer and create mutually acceptable case studies highlighting the relationship of the Parties. Gyde may identify Organization and provide the number of participating Organization Users to the creators and instructors of Courses and/or Specializations (“Course Creators”) accessed by Organization’s Users. Organization may, in accordance with Coursera’s branding guidelines (found here https://about.coursera.org/brand-guide), use Coursera’s name and logo(s) to promote this Agreement to their Users and on Organization’s campus, provided that Gyde reserves the right to withdraw such permission in Coursera’s sole discretion and request removal of Coursera’s branding features (including any and all logos) immediately upon request and in no case later than two (2) business days. In addition, the Parties may, subject to mutual agreement as to the specific content, issue joint publicity materials, including, but not limited to, press releases. Other than as set forth herein, neither Party will, without the prior written approval of the other Party, issue any public statements or promotional materials disclosing the existence of this Agreement or the performance of Services hereunder. Without limitation of the foregoing, Organization shall not engage in any misleading communications that might state or imply that any Course Creators endorse, support, or have partnered with Organization. Organization shall provide conspicuous notice to Users that completion of Courses or Specializations does not provide Users with academic credit from the Course Creators. Organization shall not use any logos or other branding elements of a Course Creator, provided that Organization may make factual statements about the availability of Courses and Specializations using plain text.

d. The Parties will cooperate to ensure each User’s compliance with Coursera’s user policies. 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. 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.

e. The rights set out in Section 1(a) do not include the right to, and 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.

Intellectual Property.

Gyde retains all rights, titles, and interests in and to the Platform, Courses, and Specializations and improvements thereto, together with any tools, materials, specifications, guidelines, and instructions provided by Gyde to Organization, as well as all intellectual property rights, including all copyrights, trademarks, patents, rights in databases, goodwill, trade secrets, and moral rights. Organization will not remove, obscure, or alter any copyright or trademark notices or other notices provided in or through the Platform, Courses, or Specializations. Any rights not expressly granted to Organization in this Agreement are reserved by Coursera.

Fees and Billing.

Gyde will invoice Organization for any Fees agreed upon by the parties. Organization will pay any invoice on the payment terms agreed upon by the parties. Except as otherwise agreed upon by the parties all fees are non-cancelable and non-refundable upon the issuance of any invoice by Coursera. All invoices are payable Net 30 from invoice date. All payments shall be in United States Dollars.

Taxes.

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). 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 such other Party. For the avoidance of doubt, any tax withholding obligations of Organization shall not decrease the amount payable to Gyde by Organization. If Organization is claiming tax exempt status, Organization shall provide sufficient evidence of tax exemption status from applicable state and federal tax.

Term.

The term of this Agreement for purposes of the Grow with Google Offering (defined in Section 14 below) shall be as set forth in Section 14. For all other purchases, the term shall be as set forth pursuant to the applicable agreement between the parties. Upon expiration of the applicable term, access to the Platform will no longer be made available by Gyde under this Agreement (including paid access to uncompleted Courses).

Termination

a. Termination for Breach. Either Party may suspend performance or terminate this Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure such breach within thirty (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 ninety (90) days.

b. Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted and obligations incurred by one Party to the other that are intended to cease upon expiration or termination will cease immediately; (ii) upon request each Party will promptly return or destroy all Confidential Information of the other Party; and (iii) all Services shall immediately cease.

Confidential Information.

a. 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, employees, 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, employees, 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, employees, 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.

b. 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.

c. 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.