Terms and Conditions For Campus

This Academy for Campus Agreement (“Agreement”) is entered into as of the date you click the “Accept Terms” button, or another equivalent button, indicating your acceptance of these terms (the “Effective Date”) between Academy (“Academy”), 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.  Suppose you are accepting on behalf of your employer or another entity. In that case, you represent and warrant that: (a) you have the 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 appropriate acceptance button (or, if applicable, do not sign this Agreement). This Agreement governs the Organization’s access to and use of the Services (as defined below). Academy 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 to Academy services after posting any changes constitutes acceptance of those changes.

TERMS AND CONDITIONS

  1. Obligations
    • As of the Launch Date (as defined herein), the Academy 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 outlined in this Agreement. Users are intended to be registered students, faculty, and staff of the Organization. “User Services” means (i) a customized landing page featuring the Organization logo and selected courses, (ii) User engagement reports, (iii) payment solution(s) that allow Users to access premium course experiences and skip checkout seamlessly, and (iv) enterprise-level User support. “Content Services” means access to Academy’s Course, Specialization, and/or Guided Projects certificate service, including access to Course assessments and grades, for specific massive online open-content offerings to be mutually agreed upon in writing by Academy and Organization. “Courses” “Specializations” means courses and specializations from the world’s top universities and instructors for consumption via the proprietary Platform developed by Academy (“Platform”). “Guided Projects” (previously called ANish Projects) means a learning project hosted and consumed on the Academy Platform incorporating hands-on follow-along learner functionality paired with simultaneous video instruction. “User License” means a single user’s right to access the Content Services for an unlimited number of Enrollments. “Enrollment” means registration to participate in a single Course, 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 unenroll 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 before the end of the Term, Academy may replace such Course or Specialization with a reasonable alternative Course or Specialization. The Courses and Specializations offered in the Academy for Campus catalog are determined by availability, pricing, and other restrictions. “Launch Date” shall mean that Academy gives “super administrator” access to Organization, allowing Organization to invite Users to access Content Services. An e-mail notification shall evidence the Launch Date to Organization.
    • If Organization has opted to (1) create a learning plan for its users, (2) implement Single Sign-On (“SSO”), or (3) request that Academy integrates with its learning management system (“LMS”), Organization shall reasonably and timely provide Academy 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 under the Academy Coronavirus Response may not, subject to Academy’s sole discretion, include any of the options identified in this Section, and any agreement by the Parties to have such options shall be under a separate written Agreement between the Parties.
    • Following Organization’s branding guidelines, Academy may use Organization’s name and logo(s) to list Organization as a customer and create mutually acceptable case studies highlighting the Parties’ relationship. Academy 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. An organization may, following Academy’s branding guidelines (found here https://alimuattar.com/academy.com/brand-guide), use Academy’s name and logo(s) to promote this Agreement to their Users and on Organization’s campus, provided that Academy reserves the right to withdraw such permission in Academy’s sole discretion and request removal of Academy’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 preceding, Organization shall not engage in any misleading communications that might state or imply that any Course Creators endorse, support, or have partnered with Organization. The organization shall provide conspicuous notice to Users that completion of Courses or Specializations does not give the users academic credit from the Course Creators.  The 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.
    • The Parties will cooperate to ensure each User’s compliance with Academy’s user policies. Each party will respect the confidentiality and privacy of such User data and operate per applicable law concerning its use and handling.  The 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 confidential information against the risks of accidental, unlawful, or unauthorized destruction, loss, alteration, disclosure, dissemination, or access.
    • 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 Academy’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.
  2. Intellectual Property. Academy retains all rights, titles, and interests in and to the Platform, Courses, and Specializations and improvements to it, together with any tools, materials, specifications, guidelines, and instructions provided by Academy to Organization, as well as all intellectual property rights, including all copyrights, trademarks, patents, rights in databases, goodwill, trade secrets, and moral rights. The organization will not remove, obscure, or alter copyright, trademark notices, or other notices provided in or through the Platform, Courses, or Specializations. Academy reserves any rights not expressly granted to Organization in this Agreement.
  3. Fees and Billing. Academy will invoice Organization for any Fees agreed upon by the parties. The organization will pay any invoice based on the parties’ agreed-upon payment terms. Except as agreed upon by the parties, all fees are non-cancelable and non-refundable upon issuing any invoice by the Academy. All invoices are payable Net 30 from the invoice date. All payments shall be in United States Dollars.
  4. Taxes. The organization will be responsible for paying all federal, state, and local sales, use, value-added, or other taxes levied or imposed on it because of the transactions under this Agreement (other than for taxes based on Academy’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 the Organization shall not decrease the amount payable to Academy by Organization. If Organization is claiming tax-exempt status, the Organization shall provide sufficient evidence of tax exemption status from applicable state and federal tax.
  5. Term. This Agreement’s term for the Academy Coronavirus Response (defined in Section 14 below) shall be as outlined in Section 14. For all other purchases, the term shall be as set forth under the applicable Agreement between the parties. Upon expiration of the appropriate term, access to the Platform will no longer be made available by Academy under this Agreement (including paid access to uncompleted Courses).
  6. Termination
    • 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.
    • 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.
  7. 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 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 violating this Section. “Confidential Information” means information disclosed by a Party to the other party under this Agreement that is marked as confidential or would usually 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.
    • 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.
  8. Representations and Disclaimers.
    • Representations. Each party represents that: (i) it has full power and authority to enter into the Agreement; and (ii) it will comply with all laws and regulations applicable to its performance of its obligations under this Agreement. Notwithstanding any other provision of this Agreement, neither party shall take any action or omit to take any action under this Agreement or in connection with its business that would cause it to be in violation, in any applicable jurisdiction, of (i) anticorruption laws and regulations; or (ii) anti-money laundering laws or regulations. The organization represents that it complies with the various economic sanctions programs administered by the Government. That Organization is not currently listed on any Excluded or Denied Party List maintained by any Governmental agency.
    • Non-Academic and Academic Credit Use. Courses under this Agreement shall be used for the Organization’s formal learning and development training. 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 toward degree completion based on content availability. The organization acknowledges that: 1) Academy and the Content Creators do not represent or warrant that the content meets any accreditation or regulated learning time standards; 2) Academy and the Content Creators will not be responsible for updating the Organization on any substantive changes or availability of content; and 3) Academy and the Content Creators do not guarantee the availability of the content. Both parties shall comply fully with the requirements for handling student information and protecting student privacy as set forth in the Family Education Rights and Privacy Act (FERPA), 20 USC § 1232g; 34 CFR Part 99. Under it, the parties will not disclose or use any student information except as necessary to carry out their obligations under this Agreement and as permitted by FERPA.
    • 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.  ACADEMY PROVIDES ITS PRODUCTS AND SERVICES “AS IS” AND DOES NOT WARRANT THE OPERATION OF ITS PRODUCTS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. ACADEMY MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH ITS PRODUCTS AND SERVICES.
    • By Organization. To the extent permitted by applicable law, Organization will indemnify, defend, and hold harmless Academy 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 per this Agreement infringe or misappropriate any intellectual property rights of a third party; or (ii) involving actions by Users and other individuals associated with Organization (e.g., harassment on forums, plagiarism).
    • By Academy. Academy 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 Academy’s technology used to provide the Platform or any Academy brand features used per this Agreement infringe or misappropriate any intellectual property rights of a such third party. Notwithstanding the preceding, in no event shall Academy have any obligations or liability under this Section arising from (i) use of the Platform or Academy brand features in a modified form or combination with materials not furnished by Academy; or (ii) any content, information, or data provided by Organization, 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 complete 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 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.
  1. 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 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 THE ORGANIZATION TO THE ACADEMY FOR THE TWELVE (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.
  2. Miscellaneous
    • Notices. All notices must be in writing and addressed to the attention of the other party’s legal department. The contact for Academy shall be academy@aromanish.com, Attn: Legal. The address for Organization shall be either Organization’s billing information in the Agreement or another address provided by written notice stating the party’s intention to change the notice address. Notice will be deemed given: (i) when verified by written receipt if sent by personal or overnight courier; when received if sent by mail without verification of receipt, or within five business days of posting if sent by registered or certified post; or (ii) when verified by automated receipt or electronic logs if sent by e-mail to the e-mail address, as applicable, explicitly provided by one party to the other party for this purpose, provided that if a notice is sent by e-mail to Academy, a copy must also be sent to legal-notices.academy@alimuattar.com.
    • Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement, and (b) the assigning party remains liable for obligations incurred under the Agreement before the assignment. Any other attempt to transfer or assign is void.
    • Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, a natural disaster, an act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
    • No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
    • Severability. Suppose any provision of this Agreement is found unenforceable. In that case, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose, and the remainder of this Agreement will continue in full force and effect.
    • No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership, or joint venture.
    • No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    • Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    • Governing Law. To the extent permitted by applicable law, this Agreement is governed by Pakistani law, excluding that state’s choice of law rules. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DISPUTE RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN KARACHI, PAKISTAN.
    • Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement. The enforceability, terms, and conditions of this Agreement shall not be affected, amended, or superseded by the issuance or acceptance of a purchase order delivered for the Services that are the subject of this Agreement. Any terms and conditions attached to a purchase order subsequently exchanged between the Parties for the Services shall have no effect.
    • Survival. Those provisions that, by their nature, should survive termination of this Agreement will survive termination of this Agreement.
    • Entire Agreement. This Agreement and all documents referenced herein are the parties’ entire Agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. This reference now incorporates the terms located at a URL and referenced in this Agreement.  For purposes of clarity, if Organization has an Online Course Hosting and Services Agreement (or other Agreement governing the Organization’s creation of and placement of Courses and Specializations on to the Academy Platform) or an Academy for Partners Addendum (or additional Agreement governing the Organization’s access to the Courses and Specializations it has created and placed on to the Academy Platform) in place with Academy, this Agreement does not modify or supersede the terms of such agreements.
    • Counterparts. The parties may enter into this Agreement in counterparts, including PDF, or other electronic copies, which, taken together, will constitute one instrument.
  3. Data Protection Addendum
  4. For Government agencies, the following additional terms apply:
    • The organization may terminate this Agreement for convenience. In the event of such termination, Academy will immediately stop all work hereunder. Academy will be entitled to receive and retain payment in the amount on the order page, plus reasonable charges resulting from the termination. Academy shall not be required to comply with the cost accounting standards or contract cost principles for this purpose.
    • Indemnification by Organization above does not apply.
    • This Agreement is governed by applicable federal law.
    • Suppose this Agreement is entered into by a government agency or in support of a government contract. In that case, Academy expressly rejects any Federal Acquisition Regulation (FAR) clause or FAR agency supplemental clause that is not a required flow down for a firm-fixed-price, commercial item subcontract.

REVISIONS

December 26, 2022, at 02:17 PM PK Standard Time – Launch