Online Course Agreement - Template, Sample Form Online Pro · US-law

COURSE AGREEMENT

Effective Date: ________

THIS COURSE AGREEMENT (this “Agreement”) is entered into by and between ________, a ________ with its principal place of business at ________ (the “Course Provider”), and you, the participant identified upon enrollment (“you”), as a participant in the Course (as defined below).

All articles and sub-parts of this Agreement are incorporated herein by reference. This Agreement governs your access to and use of all pages and screens comprising the course (collectively, the “Course”), any services provided by the Course Provider in connection with the Course (the “Services”), and the Course Provider’s website (the “Website”).

Article 1 – DEFINITIONS

A) The parties referred to in this Agreement are defined as follows:

I) Course Provider, us, we: The Course Provider, as the creator, operator, and publisher of the Course, is responsible for providing the Course. The terms “Course Provider,” “us,” “we,” “our,” and “ours” refer to the Course Provider and, where applicable, its employees, officers, agents, and affiliates.

II) You, the user, the participant: You, as the participant in the Course and user of the Website, are referred to with the second-person pronouns “you,” “your,” and “yours,” or as “user” or “participant.”

III) Parties: Collectively, the parties to this Agreement (the Course Provider and you) are referred to as the “Parties.”

B) The Course details are as follows:

I) Course Name: ________

II) Course Description:

________

III) Total Course Fees (the “Fees”): $________ (________)

IV) Course URL: ________

V) Course Start Date: ________

VI) Course End Date: ________

Article 2 – ASSENT & ACCEPTANCE

By purchasing the Course and/or participating in the Course, you represent and warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, you must cease your participation in the Course immediately. The Course Provider agrees to provide the Course to you only upon your assent to this Agreement. Refunds, if any, are governed by Article 9 below.

Article 3 – AGE RESTRICTION

You must be at least eighteen (18) years of age to use this Website, participate in the Course, or access any Services described herein. By participating in the Course, you represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into this Agreement. The Course Provider assumes no responsibility or liability for any misrepresentation of your age.

Article 4 – LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS

We may provide you with certain information in connection with your access to the Course through the Website. Such information may include, without limitation, documentation, data, and other materials developed by us to assist your participation in the Course (the “Materials”). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, and revocable license to use the Materials solely in connection with your participation in the Course and your use of the Website. The Materials may not be used for any other purpose, and this license terminates automatically upon your completion of the Course, your cessation of use of the Course or the Website, or the termination of this Agreement, whichever occurs first.

Article 5 – COURSE TERMS

After purchasing the Course, you may not be able to begin until the specified Course Start Date. You should complete the Course by the specified Course End Date. Whether or not the Course has been completed by the specified Course End Date, your access to the Course shall expire the following period of time after purchase: ________.

Upon completion of the Course, you may receive a certificate evidencing your participation in, and completion of, the Course, where applicable.

The Course and any accompanying Materials may not be shared with any third party. If we reasonably suspect that the Course or Materials are being shared, or that you have shared your log-in credentials with any party, we reserve the right to immediately suspend or terminate your access to the Course in our sole and reasonable discretion.

We make no promises or guarantees regarding any particular result from the Course or Materials. You hereby acknowledge and agree that:

A) You are solely and exclusively responsible for the choices you make with regard to the Course, the Materials, and any changes to your business or life;

B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other action or inaction you choose to take;

C) We are not liable for any result, non-result, or consequence arising from your participation in the Course; and

D) The Course does not constitute, and does not create, a therapeutic, medical, legal, financial, or fiduciary relationship. We do not provide therapy or medical services, and you are solely responsible for procuring such services at your own discretion if needed.

Article 6 – INTELLECTUAL PROPERTY

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are and shall remain the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property rights (collectively, “Company IP”). You agree that the Course Provider owns all right, title, and interest in and to the Company IP, and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce, distribute, or create derivative works of the Company IP in any manner, including electronically or through the registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without the express prior written permission of the Course Provider.

Article 7 – CONTENT YOU POST

Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website (“User Contributions”). You hereby grant the Course Provider a royalty-free, perpetual, irrevocable, non-exclusive, worldwide, sublicensable license to copy, display, use, broadcast, transmit, and make derivative works of the User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

You agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions you post, and in particular agree not to violate the intellectual property rights of any third party through your User Contributions.

If you believe that any of your intellectual property rights have been infringed or otherwise violated by another user’s posting of information or media, please notify us in accordance with the notice provisions of this Agreement and the Digital Millennium Copyright Act (17 U.S.C. § 512), where applicable.

Article 8 – YOUR OBLIGATIONS

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The billing information you provide to us, including credit card, billing address, and other payment information, is subject to the same confidentiality and accuracy requirements as the remainder of your identifying information. Providing false or inaccurate information, or using the Course or the Website to further fraud or unlawful activity, constitutes grounds for immediate termination of this Agreement.

OBLIGATIONS: As a participant in the Course, you agree to undertake and complete the following obligations:

________

Article 9 – PAYMENT & FEES

As stated above, the total Fees for the Course are: $________ (________).

Payment plans for the Fees are available and are structured as follows:

________

If payment is not complete by the specified Course Start Date, you may forfeit your place in the Course. The Course Provider’s refund and cancellation policy is as follows: ________. You are responsible for any applicable taxes associated with your purchase, except for taxes based on the Course Provider’s net income.

Article 10 – ACCEPTABLE USE

You agree not to use the Course or the Website for any unlawful purpose or any purpose prohibited under this Article. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, or general business of the Course Provider.

a) You further agree not to use the Course or the Website:

I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

II) To violate any intellectual property rights of the Course Provider or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination toward any group; or

VIII) To unlawfully gather information about others.

Article 11 – AFFILIATE MARKETING & ADVERTISING

We may engage in affiliate marketing whereby we receive a commission on, or percentage of, the sale of goods or services on or through the Course and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the United States Federal Trade Commission’s guidance and rules on endorsements, marketing, and advertising (16 C.F.R. Part 255), as well as any other legal requirements that may apply.

Article 12 – NO PROFESSIONAL ADVICE

The Course and Website are provided for informational and educational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to constitute legal advice, medical advice, financial advice, or professional advice of any kind, and that no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at your own risk. To the fullest extent permitted by law, we assume no responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website.

Article 13 – REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble, any code or software from or on the Course or Website; or

b) Violate the security of the Course or Website through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference with any host, user, or network.

Article 14 – DATA LOSS

To the fullest extent permitted by law, we do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course and use of the Website are at your own risk.

Article 15 – INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Course Provider and its affiliates, officers, directors, employees, and agents against any and all claims, damages, losses, liabilities, demands, and expenses (including reasonable attorneys’ fees) arising from or relating to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be entitled to select our own legal counsel and may participate in our own defense, if we so elect.

Article 16 – SPAM POLICY

You are strictly prohibited from using the Course or Website for illegal spam activities, including gathering email addresses and personal information from others or sending any mass unsolicited commercial email, in violation of the CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.) or any other applicable law.

Article 17 – MODIFICATION & VARIATION

We may, from time to time and at any time, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website, and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest version. Your continued participation in the Course or use of the Website following the posting of modifications constitutes your acceptance of such modifications.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of competent jurisdiction, you agree that the prior effective version of this Agreement shall be considered enforceable and valid to the fullest extent permitted by law.

Article 18 – ENTIRE AGREEMENT

This Agreement, together with any documents incorporated herein by reference, constitutes the entire understanding between the Parties with respect to the Course and supersedes and replaces all prior or contemporaneous agreements or understandings, whether written or oral.

Article 19 – SERVICE INTERRUPTIONS

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, and that, to the fullest extent permitted by law, we shall have no liability for any damage or loss caused by such downtime.

Article 20 – NO WARRANTIES

You agree that your use of the Course and Website is at your sole and exclusive risk and that any Services provided by us are provided “AS IS” and “AS AVAILABLE.” We expressly disclaim any and all warranties of any kind, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In any jurisdiction that does not permit the disclaimer of any warranty, the duration of any such warranty shall be limited to the shortest period permitted by law.

We make no warranties or representations about the accuracy or completeness of the content of the Course, the Materials, or the content of any websites or third-party services linked to the Course or Website. We assume no liability or responsibility for any errors, mistakes, or inaccuracies of content; personal injury or property damage resulting from your access to or use of the Course or Website; any unauthorized access to or use of our secure servers and/or any personal information stored therein; or any interruption or cessation of transmission to or from the Course or Website.

Article 21 – PRIVACY

Through your use of the Website and participation in the Course, you may provide us with certain personal information. You agree that we may collect, store, and use such information in accordance with our Privacy Policy, which is incorporated herein by reference and available at ________. You acknowledge and agree that you have reviewed our Privacy Policy and that you consent to the collection, use, and disclosure of your personal information as described therein.

Article 22 – LIMITATION ON LIABILITY

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Article 23 – GENERAL PROVISIONS

A) LANGUAGE: All communications and notices made or given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of the State of ________ shall govern any matter or dispute relating to or arising out of this Agreement, without regard to its conflict of law provisions. In the event any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts located in the following county: ________, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive. You hereby waive any objection to venue, including any assertion of the doctrine of forum non conveniens or any similar doctrine.

C) ARBITRATION: In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration administered in accordance with the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in the following county: ________, State of ________. The arbitration shall be conducted by a single arbitrator, who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration under this Article include, without limitation, contract claims, tort claims, and claims based on federal, state, and local laws, ordinances, statutes, or regulations. Intellectual property claims by us shall not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties waive any rights they may have to a jury trial with respect to arbitral claims. NOTWITHSTANDING THE FOREGOING, YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY PROVIDING WRITTEN NOTICE TO THE COURSE PROVIDER WITHIN THIRTY (30) DAYS OF YOUR FIRST ACCEPTANCE OF THIS AGREEMENT.

D) ASSIGNMENT: This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by the Course Provider, the rights and liabilities of the Course Provider shall bind and inure to the benefit of any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or a competent arbitrator, the remaining parts and sub-parts shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.

F) NO WAIVER: Our failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision or any other provision. Waiver of any part or sub-part of this Agreement shall not constitute a waiver of any other part or sub-part.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization only and shall not affect the meaning or interpretation of any provision.

H) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture is created between the Parties by this Agreement. Neither Party has authority to bind the other to any third party.

I) FORCE MAJEURE: We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including, without limitation, acts of God, acts of civil or military authorities, riots, embargoes, pandemics, governmental action, acts of nature and natural disasters, labor disputes, and failures of telecommunications or internet service providers.

J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted between the Parties under this Agreement, including by email or facsimile, consistent with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). For any questions or concerns, please contact us at: ________.

ACKNOWLEDGMENT

By enrolling in and/or participating in the Course, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

COURSE PROVIDER:

Signature: ________

Name: ________

Title: ________

Date: ________

PARTICIPANT:

Signature: ________

Name: ________

Date: ________