Courseau Terms of Service

For purposes of this Agreement:

“Account” means your Courseau account, accessed using your unique login credentials.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“AI Output” means any content that You create using the Courseau Platform, including but not limited to text, audio, video, and graphics, which shall remain Your sole and exclusive property.

“Content” means all data, materials, and information that You or Your End Users upload to or transmit through the Courseau platform, including personal data.

“Courseau Platform” means the Courseau by LearnUpon online learning and content-authoring platform, including related documentation and features, but excluding Your Content and any Optional Third-Party Content.

“Data Protection Legislation” means all applicable laws governing personal data and privacy, including GDPR and related implementing laws.

“Documentation” means the user guides, help materials, and technical documentation made available by Courseau.

“End User” means an individual you authorize to access and use the Courseau Platform, subject to the limits of Your Plan.

“Fees” means the subscription and other fees payable by you as set out in the applicable Order Form or ordering document.

“Intellectual Property” or “Intellectual Property Rights” means all intellectual property rights, including copyright, trademark, trade secret, patent, and related rights.

“Optional Third-Party Content” means third-party applications, integrations, or services licensed directly by You and used with the Courseau Platform.

“Order Form” means an ordering document executed by You and Courseau that specifies your Plan and which forms part of this Agreement.

“Plan” means the Courseau subscription plan purchased by You as stated in the Order Form or ordering document.

“Subscription Period” means the initial and any renewal subscription term set out in the applicable Order Form or ordering document.

2.1 Provision of the Courseau Platform. Subject to this Agreement and the limits of Your Plan, Courseau grants You a limited, non-exclusive, non-transferable right to access and use the Courseau Platform to: 2.1.1 upload Content and create AI Output; 2.1.2 deliver courses and training to End Users for Your internal business purposes, or on a commercial basis where expressly permitted by Your Plan; and 2.1.3 permit Your End Users to access and use the Courseau Platform in accordance with this Agreement.

3.1 Except as expressly permitted under this Agreement, You shall not, and shall ensure that Your End Users do not:

3.1.1 copy, modify, adapt, translate, distribute, sublicense, sell, lease, make available, or create derivative works of the Courseau Platform or any Courseau Intellectual Property; 3.1.2 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or ideas of the Courseau Platform, except to the extent such restriction is prohibited by applicable law; 3.1.3 upload, store, distribute, post, or transmit any Content that is infringing, unlawful, defamatory, equates to hate speech or violates any third party’s intellectual property or privacy rights; 3.1.4 introduce any virus, worm, malware, Trojan horse, or other harmful code into the Courseau Platform; 3.1.5 intentionally interfere with or disrupt the integrity, performance, or security of the Courseau Platform or Supplemental Services; 3.1.6 access or use the Courseau Platform to: (a) build or assist in building a product or service that is competitive with the Courseau Platform; (b) copy any features, functions, or graphics of the Courseau Platform; or (c) determine whether the Courseau Platform is within the scope of any patent; 3.1.7 use the Courseau Platform to store or transmit: (a) special category data under the GDPR; (b) protected health information under HIPAA; (c) financial information protected under the Gramm-Leach-Bliley Act; (d) PCI-regulated data; or (e) any other data requiring security measures beyond those implemented by Courseau; 3.1.8 use the Courseau Platform for any illegal, unauthorized, or improper purpose; or 3.1.9 state or imply that Courseau endorses or supports Your Content, courses, or business activities.

4.1 You are responsible for Your use of the Courseau Platform and shall ensure that Your End Users comply with this Agreement.

4.1.1 Usage Limits. You shall comply with all usage, Plan, and entitlement limits specified in the applicable Order Form. An End User account may only be used by a single individual and may be reassigned only in its entirety to another individual. 4.1.2 Account Security. You are responsible for maintaining the confidentiality of Your Account credentials and for all activities occurring under Your Account, whether undertaken by You, Your employees, contractors, or End Users. You must promptly notify Courseau of any unauthorized access or use of Your Account. 4.1.3 Compliance with Laws. You are responsible for ensuring that Your use of the Courseau Platform and all Content complies with all applicable laws, regulations, codes, and industry standards. 4.1.4 Content. You are solely responsible for all Content uploaded, posted, or transmitted through the Courseau Platform. Courseau does not monitor Content but may remove Content that violates this Agreement. 4.1.5 Equipment. You and Your End Users are responsible for obtaining and maintaining all devices, systems, internet connectivity, and other equipment needed to access and use the Courseau Platform.

5.1 You acknowledge and agree to the following:

5.1.1 Relationship with End Users. Your relationship with Your End Users is solely between You and them. Except as expressly provided in this Agreement, Courseau has no responsibility or liability to any End User, and no End User has any rights under this Agreement. 5.1.2 Training Materials and Content. You are solely responsible for creating, uploading, managing, and backing up Your Content, including all training materials, courses, and communications made available through the Courseau Platform. 5.1.3 Equipment and Connectivity. You and Your End Users are solely responsible for obtaining and maintaining all hardware, software, internet connectivity, and other resources required to access and use the Courseau Platform. 5.1.5 Content Monitoring. Courseau does not monitor Content but may remove, disable, or delete Content that violates this Agreement or applicable law. 5.1.6 White Labelling. If Your Plan permits white labelling, You may brand Your instance of the Courseau Platform; however, Courseau may display a small “Powered by LearnUpon” designation or equivalent within the interface. 5.1.7 No High-Risk Use. You may not use the Courseau Platform in any situation where failure or interruption could result in death, personal injury, or physical or environmental damage. 5.1.8 Optional Third-Party Content. If You install, enable, or access Optional Third-Party Content, You are solely responsible for obtaining necessary rights to use such content. Third-party terms and privacy practices govern Your use of Optional Third-Party Content, and Courseau is not liable for any disclosure, modification, deletion, loss, or unauthorized use of Content arising from such use.

6.1 During the Subscription Period, You are entitled to Courseau’s support services associated with Your Plan.

7.1 Courseau may make Revisions to the Courseau Platform from time to time. Revisions include updates, upgrades, enhancements, modifications, or changes to features or functionality.

7.2 Any Revisions will be deemed part of the Courseau Platform (as applicable) and subject to this Agreement.

8.1 Fees. You agree to pay all Fees specified in the applicable Order Form. Except as expressly stated in this Agreement or an Order Form, all payment obligations are non-cancellable and Fees are non-refundable.

8.2 Updated Fees. Courseau may revise Plan Fees from time to time. Any revised Fees will take effect at the start of the next renewal Subscription Period, and Courseau will provide You with at least thirty (30) days’ prior notice, generally by email.

8.3 Payment Method. You shall provide Courseau with a valid payment method acceptable to Courseau. Unless otherwise stated in an Order Form, Courseau will invoice You in advance, and all invoices are due upon receipt. If You enrol in automatic billing, You authorize Courseau to charge Your designated payment method for all applicable Fees.

8.4 Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for all taxes and duties assessed in connection with Your purchases under this Agreement, excluding taxes based on Courseau’s income.

8.5 Overdue Fees. If any Fees are not paid within thirty (30) days of the due date, Courseau may, without limiting its other rights or remedies: 8.5.1 suspend or disable Your or Your End Users’ access to the Courseau Platform; and 8.5.2 delete or remove Your Content. Courseau shall provide at least seven (7) days’ written notice before suspending access under this Section 8.5. Courseau will not exercise its rights under this Section if You are disputing the applicable Fees reasonably and in good faith and are cooperating to resolve the dispute.

9.1 Agreement Term. The term of this Agreement will begin on the Effective Date and will continue until terminated as specified herein.

9.2 Subscription Period. Unless otherwise stated in an Order Form or ordering document, each order has a Subscription Period of one (1) year beginning on its effective date. Each Subscription Period will automatically renew for successive twelve (12) month periods unless either Party gives the other at least thirty (30) days’ prior written notice of non-renewal.

9.3 Effect of Non-Renewal. If You elect not to renew a Subscription Period, Your access to the Courseau Platform will terminate at the end of the then-current Subscription Period, and You remain responsible for all Fees due for that Subscription Period.

10.1 Cancellation by Customer. You may cancel Your access to the Courseau Platform at any time with thirty (30) days’ prior written notice. All Fees for the then-current Subscription Period remain payable and are non-refundable.

10.2 Suspension. Courseau may immediately restrict or suspend Your or any End User’s access to the Courseau Platform if Courseau reasonably determines that: 10.2.1 Your use, or an End User’s use, violates Section 3 (Use Restrictions); 10.2.2 Your use poses a security risk to the Courseau Platform or any third party; 10.2.3 Your use violates applicable law or could subject Courseau or any third party to liability; or 10.2.4 Your use is fraudulent or suspected to be fraudulent. Courseau will use commercially reasonable efforts to provide advance notice of any suspension and, where practicable, provide an opportunity to cure the issue prior to suspension.

10.3 Termination for Cause. Either Party may terminate this Agreement or any Order Form: 10.3.1 upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and fails to cure the breach within such period; or 10.3.2 immediately if the other Party enters into bankruptcy, insolvency, receivership, or a similar proceeding that is not dismissed within sixty (60) days, or makes a general assignment for the benefit of creditors.

10.4 Payment Obligations Upon Termination. Termination of this Agreement does not relieve You of the obligation to pay any Fees owed for the Subscription Period prior to the effective date of termination.

10.5 Effect of Termination. Upon the effective date of expiration or termination of this Agreement: 10.5.1 Your right to access and use the Courseau Platform ceases immediately; 10.5.2 You are responsible for exporting Your Content prior to expiration or termination; and 10.5.3 Courseau may delete all Content from the Courseau Platform thirty (30) days after termination.

Any provision of this Agreement that, by its nature, is intended to survive termination shall remain in effect.

11.1 Courseau Intellectual Property. Except for the limited rights expressly granted to You under this Agreement, Courseau and its licensors retain all right, title, and interest in and to the Courseau Platform, including all related Intellectual Property Rights. No rights are granted to You other than as expressly set out in this Agreement.

11.2 Feedback. Courseau shall have a royalty-free, worldwide, perpetual, irrevocable licence to use and incorporate into the Courseau Platform any suggestions, enhancement requests, recommendations, or other feedback provided by You or Your End Users, provided that such feedback does not include Your Confidential Information.

11.3 Your Content. You grant Courseau a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, and otherwise process Your Content solely as necessary to provide, maintain and improve the Courseau Platform in accordance with this Agreement. Courseau acquires no ownership rights in Your Content or AI Output.

11.4 No Implied Rights. All rights not expressly granted to You under this Agreement are reserved by Courseau.

12.1 Security. Courseau shall maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Your Content, as described in Courseau’s security measures set out in Annex 2 of the Data Processing Agreement, incorporated by reference into this Agreement. Courseau will not access or use Your Content except as necessary to provide, maintain and improve the Courseau Platform, prevent or address service or technical issues, or as required by applicable law.

12.2 Legal Process. If Courseau is required by law or a binding order of a governmental body to disclose any of Your Content, Courseau will provide You with prompt notice of the requirement (unless prohibited by law) to allow You to seek a protective order or other remedy.

12.3 Data Protection. To the extent Courseau processes personal data on Your behalf, each Party shall comply with its respective obligations under applicable Data Protection Legislation. The parties shall adhere to the terms of the Data Processing Agreement available at Data Processing Agreement (DPA), which is incorporated by reference into this Agreement.

13.1 Customer Warranties. You represent and warrant that: 13.1.1 You have full power and authority to enter into this Agreement; 13.1.2 Your use of the Courseau Platform and all Content complies with applicable laws and this Agreement; and 13.1.3 Courseau’s use of Your Content in accordance with this Agreement will not infringe or violate any third party’s rights or any applicable law.

13.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COURSEAU PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law: 13.2.1 Courseau does not warrant that the Courseau Platform will be uninterrupted, error-free, or free of harmful components; 13.2.2 Courseau does not warrant that the Courseau Platform will meet Your requirements or be suitable for any particular purpose; and 13.2.3 Courseau disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

You acknowledge that You are entering into this Agreement as a business user and not as a consumer.

14.1 Exclusion of Consequential and Related Damages. To the maximum extent permitted by applicable law, Courseau shall not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising out of or related to this Agreement, including loss of profits, revenue, goodwill, data, Content, business interruption, or anticipated savings, even if advised of the possibility of such damages.

14.2 Limitation of Liability. To the maximum extent permitted by applicable law, Courseau’s aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid or payable by You to Courseau in the twelve (12) months preceding the event giving rise to the liability (the “Liability Cap”). Multiple claims shall not expand the Liability Cap.

14.3 Excluded Claims. The limitations in Section 14.1 and Section 14.2 do not apply to: 14.3.1 Your payment obligations under this Agreement; 14.3.2 Your indemnification obligations under Section 15; or 14.3.3 liability that cannot be excluded or limited under applicable law.

14.4 Allocation of Risk. The parties agree that the limitations and exclusions in this Section 14 are a fundamental basis of the bargain and reflect an agreed allocation of risk between the parties.

15.1 Customer Indemnification.
You shall defend, indemnify, and hold harmless Courseau from and against any claim, demand, suit, governmental action, or proceeding (“Claim”) brought by a third party arising out of or relating to: 15.1.1 Your or Your End Users’ use of the Courseau Platform in violation of this Agreement or applicable law; 15.1.2 any Content uploaded, posted, distributed, or transmitted by You or Your End Users; or 15.1.3 any dispute between You and any End User. You shall indemnify Courseau for all damages, fines, costs, and expenses (including reasonable legal fees) finally awarded against Courseau or paid under a court-approved settlement in connection with such Claims.

15.2 Courseau Indemnification. Courseau shall defend You against any Claim brought by an unaffiliated third party alleging that Your use of the unmodified Courseau Platform in accordance with this Agreement infringes a copyright or misappropriates a trade secret (“IP Claim”). Courseau shall indemnify You for any damages, costs, and reasonable legal fees finally awarded against You or paid under a court-approved settlement arising from such IP Claim. If an IP Claim is made or appears likely, Courseau may, at its option: 15.2.1 procure for You the right to continue using the Courseau Platform; 15.2.2 modify or replace the Courseau Platform so that it is no longer infringing while retaining substantially equivalent functionality; or 15.2.3 terminate this Agreement and refund to You any prepaid Fees covering the period after termination.

15.3 Exclusions. Courseau has no indemnification obligations for Claims arising from: 15.3.1 Your Content or any materials, designs, or specifications provided by You; 15.3.2 modifications to the Courseau Platform not made by Courseau; 15.3.3 Your or Your End Users’ use of the Courseau Platform in breach of this Agreement; or 15.3.4 Your or Your End Users’ use of the Courseau Platform after receiving notice of the alleged infringement.

15.4 Procedure. A Party seeking indemnification must: 15.4.1 promptly notify the indemnifying Party of the Claim (failure to give prompt notice only relieves the indemnifying Party to the extent it is prejudiced); 15.4.2 grant the indemnifying Party sole control of the defence and settlement of the Claim (provided that the indemnifying Party may not settle any Claim that imposes any liability or obligation on the indemnified Party without its prior written consent); and 15.4.3 provide reasonable cooperation in the defence of the Claim at the indemnifying Party’s expense.

15.5 Exclusive Remedy. This Section 15 sets out each Party’s sole and exclusive remedy for any IP Claim.

Each party (the “Receiving Party”) shall treat as confidential all information disclosed by the other party (the “Disclosing Party”) that is identified as confidential or that should reasonably be understood to be confidential given the nature and circumstances of disclosure (“Confidential Information”), shall use such Confidential Information solely to perform this Agreement, and shall protect it with at least reasonable care; Confidential Information excludes information that becomes publicly available through no breach of this Agreement, was lawfully known to the Receiving Party without restriction, is lawfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; the Receiving Party may disclose Confidential Information where required by law or court order, subject to prompt notice to the Disclosing Party (where legally permitted) and cooperation in seeking protective measures; and these obligations apply during the term of this Agreement and for so long as the Confidential Information remains confidential.

17.1 The Courseau Platform may generate aggregated, statistical, or anonymised data derived from Your and Your End Users’ use of the Platform (“Aggregated Data”).

17.2 Courseau may use Aggregated Data for internal business purposes, analytics, service improvement, and benchmarking, provided that Aggregated Data does not identify You or any End User.

18.1 Compliance. You agree to comply with all applicable export control, sanctions, and anti-corruption laws in connection with Your use of the Courseau Platform. 18.2 Prohibited Users. You represent that You are not, and will not permit any End User to be, a person or entity: 18.2.1 located in or ordinarily resident in a country subject to comprehensive sanctions; or 8.2.2 identified on any applicable government sanctions or restricted party list.

18.3 Responsibility for Content. Courseau will not act as Your exporter or importer for any Content or for any use of the Courseau Platform originating from outside Your business location.

19.1 Publicity. Courseau may use Your name and logo in its marketing materials and customer lists in accordance with Your publicly available trademark usage guidelines.
19.2 Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government actions, internet or telecommunications failures, or pandemics.
19.3 Amendments and Waivers. No modification or waiver of this Agreement is valid unless in writing and signed or expressly accepted by the Party to be bound. A failure to enforce any provision is not a waiver of future enforcement.
19.4 No Third-Party Beneficiaries. This Agreement does not create any rights for any third party, including End Users.
19.5 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
19.6 Notices. Notices to You will be sent to the email address associated with Your Account. Notices to Courseau shall be sent to legal@learnupon.com with a copy to:

LearnUpon Limited
One Park Place, 4th floor,
Hatch Street Upper,
Dublin 2, D02 FD79, Ireland
Attention: Legal Department

Notices are deemed received when delivered personally, one business day after being sent by courier, or when sent by email.

19.7 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign this Agreement upon written notice (but without consent) to an Affiliate or to a successor in connection with a merger, acquisition, or sale of assets. Courseau may terminate this Agreement if You assign it to a competitor, in which case Courseau will refund any prepaid unused Fees.
19.8 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force.
19.9 Entire Agreement. This Agreement, including all Order Forms and incorporated documents, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements relating to its subject matter.

19.10 Governing Law. This Agreement is governed by the laws of the State of New York, excluding conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of state or federal courts located in New York, New York, USA. The UN Convention on Contracts for the International Sale of Goods does not apply.