THIS DEVELOPER PROGRAM AGREEMENT (“AGREEMENT”) CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND COURSERA, INC. (“COURSERA”). BY ACCESSING OR USING THE CONTENT, AS DEFINED BELOW, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) AGREE TO BE BOUND BY COURSERA’S TERMS OF SERVICE; (C) ACKNOWLEDGE AND AGREE YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE CONTENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (D) REPRESENT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE (AT LEAST EIGHTEEN (18) YEARS OF AGE IN MANY COUNTRIES). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
YOU SHOULD PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS BY USING THE PRINT FUNCTIONALITY IN YOUR BROWSER. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PROCEED WITH REGISTRATION OR OTHERWISE PARTICIPATE IN THE DEVELOPER PROGRAM.
Developer Program. Coursera has developed a proprietary platform to host certain learning content for access by end users (the “Platform”). Coursera has created a program (the “Developer Program”) through which it desires to make the application programming interface (“API”), software developer’s kits (“SDKs”) and other information available to assist developers in creating applications (the “Applications”) to interface, access, and otherwise interact with certain aspects of the Platform. In connection with the Developer Program, Coursera provides certain materials, content, forums, programming, SDKs, APIs, and other information, whether existing now or in the future (collectively, the “Content”). Coursera grants you a limited, nonexclusive, revocable, non-transferable, non-sublicensable license to use the Content solely for purposes of developing, testing, using, and distributing Applications. While the Content is currently made available without charge to developers, Coursera may, in its sole discretion, charge for the Content (or for additional features or functionality) in the future. To participate in the Developer Program and obtain access to the Content, you must accept this Agreement in whole and register for an account.
Restrictions. In connection with your participation in the Developer Program, use of the Content, and developing, testing, using, and distributing Applications, you may not, and agree not to permit or authorize any person, directly or indirectly, to engage in any of the following activities: (i) reverse engineer, disassemble, reconstruct, or decompile any object code furnished as part of the Content (except to the extent you are expressly permitted by law to do so); (ii) gain unauthorized access to or use of or cause damage to Coursera’s services or systems; (iii) transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature; (iv) use the Content to create Applications that offer or promote services that may be damaging to, disparaging of, or otherwise detrimental to Coursera or its licensors, licensees, affiliates, or partners; or (v) violate applicable law.
Data Sharing. Coursera reserves the right to request from you basic engagement metrics regarding your Application as it pertains to Coursera integration within your Application, including, but not limited to daily active end users and average end user session length. For applications that support Single Sign On with Coursera, we may also request individual-level engagement data, such as time spent on task.
No Revenue Without Revenue Sharing Agreement. Unless you have entered into a specific revenue sharing agreement with Coursera, you may not derive revenue of any kind from you Application, including revenue from license fees, support, advertising, or any other form of income. You may not, under any circumstances, sell or share end user Personally Identifiable Information (such as end user email addresses) as defined in Coursera’s Terms of Service. You may not sell or share any end user data, anonymized or otherwise, without an appropriate revenue sharing agreement with Coursera.
Developer Program Modifications. Coursera reserves the right to discontinue, modify, or change the Developer Program, Content (including the APIs), and its systems and services at any time and from time-to-time, with or without notice to you. You may be required to obtain and use the most recent version of the Content in order to retain functionality of your Application. Modifications and changes to the Developer Program, Content (including the APIs), and Coursera’s services and systems may affect your Application and may require you to make changes to your Application at your own cost so that your Applications remains compatible with, and interfaces accurately with, Coursera’s services and systems. Coursera will have no liability or obligation to you with regard to any modifications or changes it makes to the Developer Program, Content (including APIs), or its services or systems.
Certification. Prior to making your Application available for general use by others, you are responsible for obtaining certification for your Application (“Certification”). Certification will consist of confirmation by Coursera or its designee that your Application complies with the applicable Coursera specifications, including the Application’s compatibility and safe operation with the Platform. You are responsible for all costs associated with Certification and any modifications to your Application that are required in order for it to meet the Certification criteria. Future modifications of your Application may be subject to re-Certification, if applicable. Certification will not constitute an endorsement, representation, guarantee, covenant, or warranty by Coursera with respect to your Application or, except to the extent expressly approved by Coursera in Section 9 (Proprietary Rights), your Application’s compatibility with the Platform, and you may not represent it as such to any other person. Without incurring any liability or obligation, Coursera may, in its sole discretion, reject any Application. Coursera may, in its sole discretion and with or without notice to you, limit or throttle your Application’s interactions with Coursera’s services or systems.
Promotion and Marketing of Your Application. You may promote your Application, including advertising in traditional and online media and communicating with your users about your Application; provided however, except as expressly provided in Section 9 (Proprietary Rights), you may not use any of the Coursera Brands (see (Section 11) and you may not claim or in any way imply in any advertising that your Application is created, certified, sponsored, or endorsed in any manner by Coursera.
User Agreements. You are solely responsible for licensing the right to install and use your Applications to users. Coursera has no liability or obligations to your users. Your agreement with each user must, at a minimum, (a) explicitly disclaim all warranties and liability of your “vendors, licensors, and processors,” (b) not use or refer to Coursera or refer to any Coursera Brand in any manner, (c) specify that you are solely responsible to each user with respect to claims, liability, and damages that may arise out of the user’s use of the Applications, and any support or maintenance with respect to the Applications, including maintaining at all times a customer support telephone or e-mail contact for the users; (d) your vendors, licensors, and processors are third party beneficiaries of the agreement, capable of directly enforcing its provisions; and (e) require that your vendors, licensors, and processors are indemnified from any and all third party claims with respect to your Application.
Proprietary Rights. Coursera retains all right, title, and interest, including, without limitation, all intellectual property rights, in and to (i) the Developer Program and Content and any derivative works and compilations based on the foregoing, (ii) the Platform, (iii) the Coursera Brands; and (iv) any Feedback, as defined below (collectively, the “Coursera Property”). You may not use any information or Content provided by Coursera to dispute or contest the validity of Coursera’s intellectual property rights in the Coursera Property. Doing so will constitute a material, non-curable breach of this Agreement.
Feedback. You may provide feedback, suggestions comments, improvements, ideas, etc. (collectively “Feedback”), regarding the Coursera Property. Feedback is voluntary and Coursera is not required to hold it in confidence. Coursera may use Feedback for any purpose without obligation of any kind. You assign all right, title, and interest in and to any Feedback that you provide to Coursera, and Coursera may use, implement, and exploit any Feedback in any manner without restriction and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account.
Coursera Brands. Except as expressly provided in this Section, you may not use the names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of Coursera (collectively, the “Coursera Brands”) including, without limitation, any use that in any way would: (i) imply a relationship or affiliation with Coursera; (ii) imply that Coursera sponsors or endorses you or your Applications; (iii) be reasonably interpreted to suggest your Application has been authored, certified, or in any way approved by Coursera; disparage Coursera, its products or services; or (iv) tarnish, dilute, or otherwise impair the Coursera Brands. You may not attempt to register any trademarks or service marks or other brand identifiers (including domain names) that are confusingly similar in any way (including, but not limited to, sound, appearance, and spelling) to any of the Coursera Brands. In its sole discretion, Coursera may grant you a limited, non-transferable, non-assignable, terminable-at-will, non-exclusive license to use certain Coursera Brands, as may be designated by Coursera from time-to-time, solely for those uses expressly identified and pre-approved by Coursera in its sole discretion. You may not create a unitary composite mark involving the Coursera Brands. You may only display Coursera Brand symbols and notices if you clearly disclaim ownership and sufficiently attribute the trademark status and ownership of the Coursera Brands to Coursera in accordance with applicable trademark law. You acknowledge and agree that (i) all use of the Coursera Brands, or goodwill associated with them, will inure to the benefit, and be on behalf, of Coursera; and (ii) use of the Coursera Brands will not create in you, nor will you represent you have, any right, title, or interest in or to the Coursera Brands other than the limited license expressly granted herein. Coursera may at any time, in its sole discretion and without cause, immediately terminate the license to the Coursera Brands on written or electronic notice to you. On receipt of the notice, you will immediately cease all use of the Coursera Brands.
Disclaimer of Warranties; No Warranties. THE DEVELOPER PROGRAM, CONTENT, AND PLATFORM ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. COURSERA DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. COURSERA DOES NOT WARRANT THAT THE CONTENT OR PLATFORM WILL BE ERROR FREE, UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS. COURSERA DOES NOT WARRANT THAT THE CONTENT AND PLATFORM WILL WORK ON YOUR HARDWARE, WITH YOUR OPERATING SYSTEMS, OR WITH ANY OTHER SOFTWARE INSTALLED ON YOUR COMPUTERS. INFORMATION OBTAINED BY YOU FROM COURSERA WILL NOT CREATE ANY WARRANTIES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR PARTICIPATION IN THE DEVELOPER PROGRAM, USE OF THE CONTENT AND PLATFORM, AND DEVELOPMENT AND USE OF YOUR APPLICATIONS. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY AND ADEQUACY OF THE CONTENT PROVIDED BY COURSERA.
**Limitation of Liability. ** REGARDLESS OF WHETHER ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, COURSERA AND ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES, AND AFFILIATES ARE NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR PARTICIPATION IN THE DEVELOPER PROGRAM, THE CONTENT, PLATFORM, OR YOUR APPLICATIONS, EVEN IF COURSERA OR ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES, OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR LOSSES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST COURSERA OR ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES, OR AFFILIATES ARISING OUT OF THE DEVELOPER PROGRAM, THE CONTENT, PLATFORM, YOUR APPLICATIONS, AND THIS AGREEMENT. IN ANY EVENT, COURSERA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100). The foregoing limitations and exclusions apply except to the extent expressly precluded by applicable law.
Your Warranties. You represent and warrant to Coursera that (a) the information you provide to Coursera in connection with your registration with and use of the Developer Program is true and correct, (b) you own or have properly licensed all rights necessary to develop, distribute, and use your Application; (c) use of your Application will not infringe the intellectual property rights of any third party; (d) you and your Applications will comply with all applicable local, state, federal, and international laws, rules, and regulations; and (e) your Application will not contain and you will transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature to or through the Platform. In connection with this Agreement, you may have access to information identifiable to an individual or consumer, including students (collectively, “Personally Identifiable Information”) (see also Section 17. Confidential Information and End User Data Privacy). In that event, you represent and warrant that you will comply with all applicable local, state, federal, and international privacy, confidentiality, consumer protection, advertising, electronic mail, data security, data destruction, and other similar laws, rules, and regulations, whether in effect now or in the future, including, but not limited to the Family Educational Rights and Privacy Act of 1974, 20 USC § 1232g, and its implementing regulations, relating to Personal Information (all of the foregoing will be collectively referred to as the “Privacy and Security Requirements”). You will immediately notify Coursera and University of any actual or suspected breach of confidentiality or security with regard to Personal Information.
Indemnification. You will indemnify, defend, and hold harmless Coursera, its subsidiaries, affiliates, directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including, but not limited to, legal and other professional fees) arising from or in any way related to (a) your participation in the Developer Program, (b) your use of the Content, (c) your Applications, (d) any breach of this Agreement, (e) use of your Applications by any user, or (f) trademarks, service marks, names, logos, avatars and similar identifiers, and all other intellectual property provided by you in connection with the Developer Program, your Application, or this Agreement, including claims of intellectual property infringement relating to the foregoing. You may not enter into any stipulated judgment or settlement that purports to bind Coursera without Coursera’s prior express written authorization, which will not be unreasonably withheld or delayed.
Confidential Information and End User Data Privacy. “Coursera’s Confidential Information” includes the Content, Personal Information, and any other information which (a) gives Coursera some competitive business advantage, gives Coursera the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to the interests of Coursera, or (b) which is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (ii) known to be considered confidential and proprietary, (iii) is received under circumstances reasonably interpreted as imposing an obligation of confidentiality, or (iv) any data or other information obtained from the Platform, including data relating to students and others derived from the Platform. Coursera’s Confidential Information also includes end user’s Personally Identifiable Information as defined in Coursera’s Terms of Service. You will treat all Coursera Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of Coursera’s Confidential Information as you would use with respect to your own most confidential and proprietary information, which, under no circumstances, shall be less than the standard of care imposed by state and federal laws and regulations relating to the protection of the information and, in the absence of any legally imposed standard of care, the standard shall be that of a reasonable person under the circumstances. All Coursera Confidential Information is and shall remain the property of Coursera and its licensors, and, except as expressly provided in this Agreement, no license or other right in any Coursera Confidential Information is granted to you. Except as expressly provided in this Agreement, you may not use or disclose any Coursera Confidential Information without Coursera’s prior written consent, except disclosure to and subsequent uses by your employees and agents on a need-to-know basis in order to fulfill your obligations under this Agreement, provided that those employees or agents have executed written agreements restricting use or disclosure of the Coursera Confidential Information that are at least as protective of Coursera’s rights to the Coursera Confidential Information as those contained in this Agreement. On termination of this Agreement or on Coursera’s written request at any time, you will certify destruction of or return to Coursera all Coursera Confidential Information in your custody or control. This provision will survive any termination of this Agreement for so long as you have in your possession any Coursera Confidential Information.
Remedies. You acknowledge and agree that your breach of this Agreement relating to the licenses granted and your use of Coursera’s Confidential Information may result in irreparable harm and permanent injury to Coursera for which monetary damages would be an inadequate remedy. Consequently, you acknowledge and agree that, in such circumstances, Coursera will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to Coursera, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.
Government Restrictions. Any software or other programming provided by Coursera in connection with this Agreement is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of the United States Department of Defense or any component thereof, the United States Government acquires this commercial computer software and commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the United States Government acquires this commercial computer software and commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
Export and Import Controls. The Content may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with your use of the Content, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit Content, whether by way of a direct product of such materials or products, software, or other technical information into which Content has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.