Terms of Service


Effective Date: 2019-11-13

Welcome to the Open edX community.  These Terms of Service apply to the Open edX website, including for listing as a service provider on the Open edX marketplace.  Please read these Terms of Service prior to using any portion of the Open edX website or submitting a request to be listed as an organization that provides services to others who are interested in running, hosting, operating or otherwise servicing an Open edX instance (“Open edX Operators”).  These Terms of Service, and any applicable policies and guidelines that edX makes available and/or updates from time to time are agreements (collectively, the “Terms”) between you and edX.  These Terms are executed by you or, with respect to the Open edX marketplace, the party on whose behalf you are requesting to be listed as a service provider on the https://open.edx.org website or any successor such website (“Open edX Site”) and edX.  By using the Open edX Site or requesting to be listed as a service provider on the Open edX Site, you accept and agree to be legally bound by the Terms, whether or not your organization is actually listed on the Open edX Site.  If you are using the Open edX Site or requesting to be listed as an Open edX service provider on behalf of a company, organization or other legal entity, you are agreeing to these Terms for that entity and representing and warranting to edX that you have full authority to accept and agree to these Terms for such entity, in which case the terms “you,” “your” or related terms herein shall refer to such entity on whose behalf you are using the Open edX Site or requesting to be listed on the Open edX Site.  If you do not have such authority or if you do not understand or do not wish to be bound by the Terms, you should not use the Open edX Site or request to be listed as an Open edX service provider.

Compliance and Rules of Conduct

You agree that you are responsible for your own use of the Open edX Site and for your “User Postings.”  “User Postings” means all content submitted, posted, published, or distributed on the Open edX Site by you or other users of the Open edX Site, including but not limited to all forum posts.  You agree to comply with the Open edX Community Code of Conduct and all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, copyright, and local laws). 

As a condition of using the Open edX Site or edX posting your listing as an Open edX service provider, you agree that you will not use the Open edX Site in any manner intended to damage, disable, overburden, or impair any edX server or the network(s) connected to any edX server or to interfere with any other party’s use and enjoyment of the Open edX Site.  You may not attempt to gain unauthorized access to the Open edX Site, other accounts, computer systems, or networks connected to any edX server through hacking, password mining, or any other means.  You may not obtain or attempt to obtain any materials or information stored on the Open edX Site, its servers, or associated computers through any means not intentionally made available through the Open edX Site. 

Strictly Prohibited Items

You will not use the Open edX Site or listing as an Open edX service provider to encourage or promote illegal activity or violation of third party rights.  You will not use the Open edX Site or request to be listed as an Open edX service provider with the intent of misleading others or to promote any intentionally inaccurate information.  You will not violate any other terms of service with edX.  You will not misrepresent or mask your identity in connection with use of the Open edX Site or listing as an Open edX service provider.

IN ADDITION, THE FOLLOWING ITEMS ARE STRICTLY PROHIBITED ON THE OPEN EDX SITE:

● Content that defames, harasses or threatens others;
● Content that discusses illegal activities with the intent to commit them;
● Content that infringes another’s intellectual property, including but not limited to, copyrights or trademarks;
● Profane, pornographic, obscene, indecent or unlawful content;
● Advertising or any form of commercial solicitation (except only as edX may permit specifically in connection with the Open edX marketplace);
● Content related to partisan political activities;
● Viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware, or any other similar software that may damage the operation of another’s computer or property; and
● Content that contains intentionally inaccurate information or that is posted with the intent of misleading others (this list, collectively, “Strictly Prohibited Items”).

You may not submit, post, publish, share, or otherwise distribute any of the above Strictly Prohibited Items on or via the edX Site.

Ownership

You acknowledge and agree that all content on the Open edX Site contains valuable intellectual property of edX.  The Open edX Site is protected by United States and foreign copyright, trademark, and other laws.  All rights in the Open edX Site, if not expressly granted, are reserved.  By using the Open edX Site or requesting to be listed, and actually being listed, as a service provider on the Open edX Site, you do not acquire ownership of any rights in the Open edX Site.  You must not claim or attempt to claim ownership in the Open edX Site or misrepresent yourself or your company as being the source of any content on the Open edX Site.  You may not modify, create derivative works of, or attempt to use, license, or in any way exploit the Open edX Site in whole or in part on your own behalf or on behalf of any third party. 

All names, logos and seals (“Trademarks”) that appear on the Open edX Site are the property of their respective owners.  With respect to edX Trademarks, including without limitation the Open edX name, mark and logo, you must adhere to the Trademark Policy at https://www.edx.org/trademarks.  You may not remove, alter, or obscure any copyright, Trademark, or other proprietary rights notices that appear on the Open edX Site.  Furthermore, you agree not to scrape, or otherwise download in bulk, any Open edX Site content.    

User Postings

User Postings Representations and Warranties: By submitting or distributing your User Postings, you affirm, represent, and warrant (1) that you have the necessary rights, licenses, consents, and/or permissions to reproduce and publish the User Postings and to authorize edX to reproduce, modify, publish, and otherwise use and distribute your User Postings in a manner consistent with the licenses granted by you below, and (2) that neither your submission of your User Postings nor the exercise of the licenses granted below will infringe or violate the rights of any third party.  You, and not edX, are solely responsible for your User Postings and the consequences of posting or publishing them.

License Grant to edX: By submitting or distributing your User Postings, you hereby grant to edX a worldwide, non-exclusive, transferable, assignable, sub licensable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute, redistribute, relicense, and otherwise use, make available, and exploit your User Postings, in whole or in part, in any form and in any media formats and through any media channels (now known or hereafter developed).

Updates

edX reserves the right to modify the Terms at any time without advance notice.  Any changes to the Terms will be effective immediately upon posting on this page, with an updated effective date.  By continuing to use the Open edX Site or by continuing your organization’s listing as a service provider on the Open edX Site after any changes have been made, you signify your agreement on a prospective basis to the modified Terms and all of the changes.  Be sure to return to this page periodically to ensure familiarity with the most current version of the Terms. 

Confidentiality

In the event that edX provides you with access to information specific to edX that is either marked as “Confidential” or which a reasonable person would assume to be confidential or proprietary given the terms of its disclosure (“Confidential Information”), you agree to use this information only for the purpose specified.  You may not disclose the Confidential Information to anyone without edX’s prior written consent, and you agree to protect the Confidential Information from unauthorized use and disclosure in the same way that you would protect your own confidential information.  Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own.  You may disclose Confidential Information when compelled to do so by law if you provide edX with reasonable prior notice, unless a court orders that edX not receive notice.

Disclaimer of Warranty / Limitation of Liabilities

THE OPEN EDX SITE AND ANY INFORMATION, CONTENT, AND ANY SERVICES MADE AVAILABLE ON OR THROUGH THE OPEN EDX SITE, INCLUDING, WITHOUT LIMITATION, YOUR ORGANIZATION’S LISTING AS A SERVICE PROVIDER ON THE OPEN EDX ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT INSOFAR AS ANY SUCH IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW.

EDX DOES NOT WARRANT THAT THE OPEN EDX SITE OR YOUR ORGANIZATION’S LISTING ON THE OPEN EDX SITE WILL OPERATE AND BE MADE AVAILABLE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE OPEN EDX WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE CONTENT PROVIDED ON THE OPEN EDX SITE OR LISTING OF YOUR ORGANIZATION ON THE OPEN EDX SITE WILL MEET YOUR NEEDS OR EXPECTATIONS.  EDX ALSO MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE CONTENT INCLUDED ON THE OPEN EDX SITE, OR THAT ANY PARTICULAR CONTENT, INCLUDING, WITHOUT LIMITATION, LISTING OF OPEN EDX SERVICE PROVIDERS WILL CONTINUE TO BE MADE AVAILABLE. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT EDX WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES, EITHER ACTUAL OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE TERMS, YOUR USE OF THE OPEN EDX SITE OR YOUR ORGANIZATION’S LISTING AS A SERVICE PROVIDER ON THE OPEN EDX SITE, WHETHER YOUR CLAIM IS BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW.

IN PARTICULAR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EDX WILL NOT HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT EDX HAS BEEN NEGLIGENT OR OTHERWISE AT FAULT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, ERRORS, OR LOSS OF PROFITS).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, hold harmless and indemnify edX, and its respective subsidiaries, affiliates, officers, faculty, students, fellows, governing board members, agents and employees from and against any third-party claims, actions or demands arising out of, resulting from or in any way related to your use of the Open edX Site or listing as a service provider on the Open edX Site, including any liability or expense arising from any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.  In such a case, edX will provide you with written notice of such claim, action, or demand.

General Legal Terms

The Terms constitute the entire agreement between you and edX with respect to your use of the Open edX Site or listing as a service provider on the Open edX Site.  The failure of edX to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.  If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of the Terms shall remain in full force and effect.  The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture.  For any notice provided to you by edX under the Terms, edX may notify you via the email address associated with your use of the Open edX Site or request to be listed as an Open edX service provider.

You agree that the Terms and any claim or dispute arising out of or relating to the Terms will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law provisions.  You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Cambridge, Massachusetts, U.S.A.  You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).  Notwithstanding the foregoing, you agree that edX shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Termination

You agree that edX, in its sole discretion and at any time, may terminate your use of the Open edX Site or remove your organization from the list of service providers on the Open edX Site for any reason or no reason, without prior notice or liability.

edX reserves the right at any time in its sole discretion to make changes to the Open edX Site, and you agree that edX will not have any liability to you for such an action.

Upon any termination of the Terms, termination of your use of the Open edX Site or removal of your organization from the list of service providers on the Open edX Site for any reason, all provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.  Termination of your use of the Open edX Site or listing as a service provider on the Open edX Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to edX, including without limitation any indemnification obligations contained herein.

Additional Terms Relating to the Open edX Marketplace

Request for Listing: To request being listed as an Open edX service provider, you must submit your request through the form provided on the Open edX Site along with any information as may be requested by edX.  All listing information that you provide to edX must be accurate and up to date, and you agree to inform us promptly of any changes.  edX shall have the sole right to determine whether or not to list your organization as a service provider on the Open edX Site, and edX reserves the right to revoke your listing at any time, in its sole discretion.  You acknowledge and agree that edX makes no minimum revenue guarantee or warranty and that by including your organization as a listed service provider on the Open edX Site, edX is not making any representations or warranties regarding the quality of services offered by you.

Right to Charge: Listing as a service provider on the Open edX Site may be provided free of charge, but edX reserves the right to charge fees at any time with advance notice for continued or future listing on the Open edX Site.

Ownership: To the extent that you submit any content or assets to edX in connection with your request to be listed as a service provider on the Open edX Site (including, without limitation, your organization’s name and logos), you hereby grant to edX a worldwide, non-exclusive, transferable, assignable, sub licensable, fully paid-up, royalty-free right and license to display and otherwise use such content and assets in connection with listing your organization as an Open edX service provider.  In the event that edX posts your listing, you acknowledge and agree that in connection with your listing on the Open edX Site, edX reserves the right to adapt, modify and otherwise make changes to any content or assets submitted to edX in connection with your request to be listed as a service provider on the Open edX Site.  If your listing on the Open edX Site is unacceptable to you, you should request that your organization be removed from the Open edX Site by contacting us by email at [email protected].

Permissible Use: In the event that edX posts your listing, you agree to use the listing solely for the purpose of promoting services that are relevant to Open edX Operators.  Any advertising or form of commercial solicitation unrelated to Open edX Operators is strictly prohibited.  edX may monitor your use of the listing for compliance with the Terms and may remove your listing if you attempt to go around or exceed the requirements and limitations set by edX.  Your listing must not prompt your end users to provide their edX username, password or other edX user credentials anywhere other than on the edX site at https://www.edx.org.

Termination: edX may update or modify our criteria for eligibility for being listed as an Open edX service provider from time to time without advance notice.  These changes may affect your organization’s listing on the Open edX Site.  If we make a change to our Terms that is unacceptable to you, you should request that your organization be removed from the Open edX Site by contacting us by email at [email protected].  Continued listing of your organization without requesting to be removed from the Open edX Site means you accept the change.  You may also request to be removed from the list of Open edX service providers at any time by contacting us by email at [email protected].