Coursebricks Logo

Client Subscription Terms

Effective starting:

These Client Subscription Terms for Coursebricks (the "Terms"), together with the Order (as defined below), form a legally binding contract (this "Agreement"), between the party identified in the Order (Coursebricks Ltd; "Coursebricks"), and the individual or organization that accepts these Terms ("Client"). This Agreement takes effect on the date specified in the Order ("Effective Date"). To access and utilize the Coursebricks Solution, the Client must accept these Terms. The Client's consent to and acceptance of this Agreement happens when (a) the Client signs the Order or these Terms; (b) the Client begins using the Coursebricks Solution; (c) the Client makes a payment to Coursebricks; or (d) the Client selects acceptance on the Coursebricks website or application.

Coursebricks reserves the right to update these Terms from time to time. Coursebricks will inform the Client of any such updates through email or other notification methods. If the Client continues to access or use the Coursebricks Solution following notification of these changes, it signifies the Client's acceptance of and agreement to the revised Terms. Should the Client breach these Terms, the Client's authorization to use the Coursebricks Solution will end immediately, except if Coursebricks chooses to overlook the breach.

1. Definitions

The following capitalised terms used in this Agreement will have the meanings given below.

  1. "Authorised Users": end users authorised to use or receive the benefit of the Coursebricks Solution.
  2. "Confidential Information": any tangible or intangible information or materials, if conspicuously marked or designated verbally as "confidential" (or with words of similar meaning) and, if only orally disclosed, summarised by the disclosing party hereunder within thirty days after the disclosure, made available by or otherwise received from a party hereto, or by such party’s affiliates (collectively "disclosing party", to be either Coursebricks and its affiliates, or Client and its affiliates, as applicable), except to the extent that such information or materials: (a) through no act or failure to act on the part of the party receiving such information or its affiliates ("receiving party"), and through no violation of this Agreement, is now or hereafter becomes publicly known; (b) was rightfully known or lawfully in the possession of the receiving party prior to disclosure; (c) is independently developed by employees, contractors or agents of the receiving party; or (d) is hereafter rightfully furnished to receiving party by a third party without restriction on disclosure. The Coursebricks Solution will be deemed Coursebricks’s Confidential Information.
  3. "Content": all content, text, data, video, audio, graphics, files, applications, and other information and materials made available on or used with the Coursebricks Solution.
  4. "Client Content": any Content originated from or introduced by Client or an Authorised User.
  5. "Data Processing Agreement" or "DPA": the data processing agreement set forth at https://coursebricks.io/data-processing-agreement/.
  6. "Coursebricks Solution": Coursebricks’s cloud-based network-delivered service(s), made available by Coursebricks as part of its Coursebricks offering, as described in the Order, including (a) related Content, features, functionality, websites, data, tools, and analytics, (b) Service Deliverables, and (c) any new updates, versions, and changes to any of the foregoing as Coursebricks may develop.
  7. "Order": the quotation, online checkout, or ordering document referencing these Terms, setting forth the applicable Coursebricks Solution subscriptions the Client has purchased, the associated fees, subscription terms, and any other applicable or supplemental terms. This includes any subscription or purchase made through Coursebricks’s self-service or online subscription functionality on the Coursebricks website. In such cases, the "Order" is deemed to consist of the selections and confirmations made by the Client during the online purchase process.
  8. "Other Applications": online or offline software, products, websites, services, information, platforms, data, functionality, hardware, networks and Content, not developed by Coursebricks, including any of the foregoing that is owned or licenced by Client or other party, or that is processed, made available, or enabled for use and display via the Coursebricks Solution.
  9. "Privacy Policy": the privacy policy available at https://coursebricks.io/privacy-policy/, as may be amended on one or more occasions.
  10. "Service Deliverables": deliverables, materials, data, information or works Coursebricks provides to Client in connection with Client’s use of the Coursebricks Solution.

2. Coursebricks Solution

  1. Service Provision: Access to the Coursebricks Solution, pursuant to this Agreement and in accordance with the applicable Order(s), is subject to Client’s compliance with this Agreement. Except as specifically set forth in an Order, Client will have sole responsibility for the costs, expenses and deployment of (a) any interconnection, installation and testing required to use the Coursebricks Solution and Other Applications; and (b) licences for Other Applications and as may be required for the creation and distribution of Client Content that Client or any Authorised User introduces. The Coursebricks Solution is not directed at or intended for persons under 18 years of age. If Client is under the age of majority in Client’s jurisdiction (most commonly, 18 years of age), Client represents that a parent or legal guardian has reviewed and agreed to these terms.

  2. Availability: Although it is Coursebricks’s intention for the Coursebricks Solution to be continuously available, Client acknowledges there will be occasions when the Coursebricks Solution may be interrupted or incur delays, including without limitation due to scheduled maintenance or upgrades, for emergency reasons, suspension as required by law or governmental authority, in order to prevent harm to or infringements of the rights of others, or due to failure of platforms, networks, forces, links or equipment that are not under Coursebricks’s control.

  3. Client Content: As between the parties, Client retains all right, title and interest in and to Client Content and all associated intellectual property rights, subject to this section. Client hereby grants to Coursebricks a non-exclusive, worldwide, fully paid, royalty-free, sublicensable and transferable licence to use, reproduce, distribute, modify, display, perform, prepare derivative works of, and process Client Content for the purposes of and in conjunction with providing and maintaining the Coursebricks Solution for the benefit of Client and its Authorised Users and the users of Client’s sites and services. All Client Content is Client’s sole responsibility. Under no circumstances will Coursebricks be liable in any way for or be considered the publisher of any Client Content. Coursebricks may preserve and disclose any Client Content if required to do so by law or judicial or governmental mandate. Client represents and warrants that Client has sufficient authority, and all necessary rights and licences, to enter into this Agreement and to provide and licence the Client Content to Coursebricks as set forth in this section.

  4. Feedback: Coursebricks may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, comments, suggestions, or improvements, that Client, or any Client employee or agent, or any Authorised User, may at any time disclose or submit to Coursebricks relating to the Coursebricks Solution, for Coursebricks’s business purposes, including for product licensing, support and development, without any obligation or payment.

  5. Information: Client acknowledges and agrees to the collection, storage, generation, processing and use by or for Coursebricks of anonymized or non-personally identifying data (including meta-data, testing, analytical, diagnostic and technical data, predictive analytics models, machine learning, and usage statistics) concerning or arising from use of, or generated by, the Coursebricks Solution, in whole or in part, including without limitation: (a) in order to provide the functionality of, improve, and maintain the Coursebricks Solution, (b) for processing transactions and payments, (c) for solution development, and (d) for verifying compliance. Client consents to the terms of the Privacy Policy. Client represents and warrants that all information Client submits to Coursebricks in connection with the Coursebricks Solution, including account and billing information, is accurate, complete and truthful. Client will promptly update any information provided by Client that subsequently becomes inaccurate, incomplete, misleading or false.

  6. Unauthorised Use: Client will not use, or enable or permit the use of the Coursebricks Solution to store, process or transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. Client shall not use or access the Coursebricks Solution: (a) if Client is a direct competitor of Coursebricks or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. Client hereby acknowledges and agrees to the Fair Use Policy located at https://coursebricks.io/fair-use-policy/.

  7. Access Information: Client is wholly responsible for maintaining the confidentiality of user name, password, and other log-in information provided to Client for access to the Coursebricks Solution ("Access Information") and wholly liable for all activities occurring under such Access Information. Client will not transfer to any party Access Information, or use access information of another, without Coursebricks’s prior written consent. Client will immediately notify Coursebricks of any unauthorised use of Access Information or any other breach of security. Coursebricks will not be liable for any loss or damage arising from lost or forgotten Access Information (including associated loss of Content), for failure to comply with this section, or from unauthorised use of the Access Information.

  8. Reservation of Rights: Coursebricks retains all right, title and interest in and to, and as between the parties, is the exclusive owner of, the Coursebricks Solution, and all associated intellectual property rights, know-how, algorithms and data. The Coursebricks Solution is for use solely by Client and its Authorised Users. The user interface, user experience, icons, presentation layer and elements, reports, templates, layouts, and screen displays of or generated by the Coursebricks Solution constitute Coursebricks’s copyrightable content, trade dress, and trademarks and servicemarks, as applicable. Client shall not directly or indirectly disclose to any third party (other than Authorised Users and Client’s employees and contractors with a need to know in support of Client’s internal business operations) all or any part of the Coursebricks Solution, in whole or in part, excluding Client Content.

  9. Security and Compliance: If Coursebricks is required to adhere to instructions or requirements in respect of the processing of such data on behalf of Client, or to adhere to changes in applicable law, and such compliance would prevent or limit Coursebricks’s ability to provide the Coursebricks Solution as intended (in whole or in part) without, in the reasonable discretion of Coursebricks, material or costly changes to its system or administration, Coursebricks may on 30 days written notice terminate access to the Coursebricks Solution, in whole or in part, without any liability or obligation to Client, except that, if all outstanding Coursebricks charges and fees have been paid, Coursebricks will issue a pro rata refund to Client for any prepaid but unused fees remaining as of the date of termination.

  10. Notices; Consent to Emails: For purposes of service messages and notices about the Coursebricks Solution to Client, Coursebricks may place a banner notice across Client’s dedicated dashboard pages and send notices via email to an email address associated with Client’s account. Client consents to receiving emails from Coursebricks, which may be transactional, for account management purposes, or for communications relating to or provided as part of the Coursebricks Solution, including administrative notices and service announcements or changes. If Client believes that Client is entitled or obligated to act contrary to these Terms under any mandatory or applicable law, Client agrees to provide Coursebricks with detailed and substantiated explanation of Client’s reasons in writing at least thirty days before acting, to allow Coursebricks to assess alternatives. Notice to Coursebricks must be sent to legal@coursebricks.io.

  11. Service Deliverables: Coursebricks hereby grants to Client a non-exclusive and non-transferable licence: (a) for as long a subscription to the Coursebricks Solution is in effect, to use Service Deliverables solely for Client’s internal operations in connection with authorised use of the Coursebricks Solution; and (b) to incorporate into Client Content Service Deliverables that Coursebricks delivers to Client as sample, template, or similar material, and to reproduce, display, and distribute such Service Deliverables solely as incorporated in Client Content. The licence set forth in this section is the only licence granted to Client with respect to Service Deliverables. Subject to the foregoing licence, Coursebricks retains all right, title and interest in and to Service Deliverables, and associated intellectual property rights.

  12. Client Use Only: Except as may be set forth in the Order, Client shall not directly or indirectly frame, white-label, distribute, implement, provide access to, sublicence, or allow any third party (other than Authorised Users) to use the functionality of, the Coursebricks Solution in whole or in part.

  13. Propriety of Content: Client shall not, and shall ensure that no Authorised Users, transmit Content or otherwise conduct or participate in any activities on or via the Coursebricks Solution which is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. Client shall not and shall ensure that Authorised Users do not upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Coursebricks Solution, that (a) is hateful, offensive, racist, bigoted, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, stalking, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate applicable law; (c) constitutes infringement of the intellectual property or other rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (d) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or (e) divulges other people’s private or personally identifiable information without their express authorisation and permission. Coursebricks may remove any Content that is in violation of these Terms. Client’s use of the Coursebricks Solution shall be in full compliance with applicable law.

  14. Data Protection: Client will take all necessary and reasonable steps to ensure that Client has full legal right and authority to disclose and process all personal and personally identifying data, and that the processing of such data will not violate any applicable data protection or data privacy laws. Client acknowledges that Coursebricks is a data processor to the extent Coursebricks processes personal data on Client’s behalf as part of the Coursebricks Solution, and that Client is the data controller in such context. The parties hereby agree to the terms of the DPA https://coursebricks.io/data-processing-agreement.

  15. Cloud Hosting Providers: Client acknowledges that Coursebricks engages Vercel, Inc. or other cloud hosting provider to provide public cloud hosting services enabling delivery of the Coursebricks Solution, pursuant to the terms of the Vercel Terms of Service at https://vercel.com/legal/terms and related Vercel policies, or the corresponding terms and policies of Coursebricks’s cloud hosting provider if not Vercel (collectively, the "CHP Agreement"). Client shall refrain from taking any action or failing to take any action that may result in non-compliance with the CHP Agreement. Client acknowledges that Coursebricks has no ability to negotiate or alter the terms of the CHP Agreement or ensure the CHP’s compliance with applicable law, and that violation of the CHP Agreement may require Coursebricks to suspend or terminate access to the Coursebricks Solution.

3. Confidential Information

Receiving party shall not disclose or cause to be disclosed, in whole or in part, disclosing party’s Confidential Information to any third party other than to receiving party’s employees and contractors, or use disclosing party’s Confidential Information except in furtherance of performance of this Agreement. Receiving party shall ensure that all employees and contractors to whom receiving party discloses Confidential Information have a strict need to know and are bound by written confidentiality agreements consistent with the requirements of this section. Receiving party will protect the confidentiality of the Confidential Information of the disclosing party with the same degree of care, but no less than reasonable care, as such party uses to protect its own confidential information. Notwithstanding any other confidentiality or non-disclosure provisions to which the parties have agreed, this section exclusively controls with respect to confidentiality obligations relating to Confidential Information.

4. Payment

  1. Payments: Client will pay to Coursebricks the fees listed in the Order. All payments are non-refundable (notwithstanding subscription termination except as may otherwise be specified in this Agreement). Payments will be made via the method designated in the Order. Client represents and warrants that Client: (a) is authorised to use the billing account provided to Coursebricks and that any payment information provided is true, complete and accurate; and (b) has full authorisation to allow Coursebricks to charge Client using Client’s billing account.

  2. Failure to Pay: If Client is delinquent in the payment of any invoice, Coursebricks may at its option, suspend access to the Coursebricks Solution until such payments are made in full. Payments to Coursebricks must be made without deduction, counterclaim or set-off of any kind. Except as otherwise set forth in the Order, payments are due within 30 days of Coursebricks’s invoice. Coursebricks may invoice Client at the same time for more than one prior billing period for amounts that have not previously been processed. Client will not adopt multiple accounts to simulate or act as a single account, or otherwise access or use the Coursebricks Solution in a manner intended to avoid incurring fees. Notwithstanding any other provision of this Agreement, nothing in this Agreement (including section 8(6)) will preclude Coursebricks from filing a fees and expenses collection action in any court of competent jurisdiction, and Client hereby consents to the exercise of the jurisdiction of such court in any such collections action. Coursebricks’s right to file such action is not subject to arbitration.

  3. Response to Process: If Coursebricks is required to respond to a subpoena or other formal request from a third party or a governmental agency for records, Content or other information relating to the Coursebricks Solution or services Coursebricks has performed for Client or on Client’s behalf, or to testify by deposition or otherwise, Client will reimburse Coursebricks’s reasonable time and expenses incurred in accordance with Coursebricks’s then-current time and expense rates, if the time required by Coursebricks exceeds three person-hours, except as otherwise stated in the Order.

  4. Taxes: Client will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with this Agreement or provision of the Coursebricks Solution (excluding only taxes based on Coursebricks’s net income). If Coursebricks is required to pay or collect any such taxes or other charges for which Client is responsible under this section, Client will pay the appropriate amount as invoiced.

5. Coursebricks Solution Integrity

Client is prohibited from breaching or attempting to breach any security features of the Coursebricks Solution and from taking any action that would otherwise adversely impact the availability, reliability, security, or stability of the Coursebricks Solution. Such prohibitions include, without limitation:

  • accessing content or materials not intended for Client, or logging onto a server or account that Client is not authorised to access;
  • attempting to probe, scan, or test the vulnerability of the Coursebricks Solution;
  • testing the Coursebricks Solution in order to find limitations, vulnerabilities or evade filtering capabilities;
  • accessing or tampering with non-public areas of the Coursebricks Solution, Coursebricks computer systems, or the technical delivery systems of Coursebricks or Coursebricks’s providers;
  • accessing or attempting to access the Coursebricks Solution by any means (automated or otherwise) other than through the currently available, published and enabled interfaces provided by Coursebricks; or
  • reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Coursebricks Solution, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Coursebricks).

Client acknowledges that Coursebricks has sole discretion over the maintenance, development, and disposition of the Coursebricks Solution.