This Partner Consortium Program Terms and Conditions (“Consortium Terms and Conditions”) are entered into as an addendum to the Agreement (as defined below) between Coursera, Inc., a Delaware corporation (“Coursera”), and the university partner or non-profit industry partner agreeing to these Consortium Terms and Conditions (“Partner”). As the individual accepting these Consortium Terms and Conditions on behalf of Partner, you represent and warrant that (a) you are an employee of Partner, (b) you have full legal authority to bind Partner to these Consortium Terms and Conditions, (c) you have read and understand these Consortium Terms and Conditions, and (d) you agree, on behalf of Partner, to these Consortium Terms and Conditions. If you do not have the legal authority to bind Partner to these Consortium Terms and Conditions, please do not click the applicable acceptance button. These Consortium Terms and Conditions shall be effective as of March 1, 2021, or the date on which you click the applicable acceptance button on behalf of Partner, whichever occurs later (“Effective Date”).
RECITALS
WHEREAS, Coursera has created a program whereby eligible learners from participating partners may access online course content offered by other participating partners free of charge;
WHEREAS, Partner desires to participate in this program pursuant to these Consortium Terms and Conditions;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Coursera and Partner hereby enter into these Consortium Terms and Conditions effective as of the Effective Date:
TERMS AND CONDITIONS
1. Definitions.
1.1 “Agreement” means (a) for a university Partner, the Online Course Hosting and Services Agreement, or similarly named agreement, between Coursera and Partner governing the hosting and support of Open Content on the Coursera Platform; or (b) for a non-profit industry Partner, the Industry Partnership Agreement, or similarly named agreement, between Coursera and Partner governing the hosting and support of Open Content on the Coursera Platform.
1.2 “Annual Content Requirement” means the minimum amount of Open Content that a Consortium Partner must offer on the Coursera Platform to be eligible for a Renewal Term as set forth in Section 6.2. Open Content will only count towards meeting the Annual Content Requirement if there are paying learners enrolled in such Open Content, except as otherwise determined by Coursera in its sole discretion. The Annual Content Requirement shall be communicated to Consortium Partners in advance of the first day of the year in which such requirement applies by means of a Consortium Partner-facing website maintained by Coursera.
1.3 “Consortium Content” means all Open Content offered by a Consortium Partner on the Coursera Platform, including all Open Content offered by Partner.
1.4 “Consortium Partners” means the Coursera university and non-profit industry partners participating in the Consortium Program, including Partner.
1.5 “Consortium Program” means the program described herein whereby Consortium Content is made available to Eligible Learners free of charge.
1.6 “Eligible Learners” means the collective group of the following: (a) for university Consortium Partners, all such Consortium Partners’ degree-seeking students, faculty, and administrative staff, excluding students enrolled in executive education, continuing education, or other non-degree programs; and (b) for non-profit industry Consortium Partners, all such Consortium Partners’ full time employees.
1.7 “Launch Date” means (a) March 1, 2021, for a Consortium Partner who accepts these Consortium Terms and Conditions by February 19, 2021, and participates in the Coursera Coronavirus Response Program up to and including February 28, 2021, or (b) for all other Consortium Partners, the date on which Coursera provides the Consortium Partner with “super administrator” access, which shall enable such Consortium Partner to invite its Eligible Learners to access and enroll in Consortium Content. For the latter group of Consortium Partners, the Launch Date shall be provided by Coursera to the Consortium Partner’s point of contact.
1.8 “Open Content” means all non-credit open course content offered by a Consortium Partner on the Coursera Platform in accordance with such Consortium Partner’s applicable Agreement, including but not limited to Courses and Specializations. For the sake of clarity, Open Content does not include course content offered as part of a certificate or degree program.
1.9 “Partner Consortium Content” means Consortium Content offered by Partner.
1.10 “Partner Eligible Learners” means the collective group of Partner’s Eligible Learners.
1.11 “Term” means the period of time collectively encompassed by the Initial Term and any Renewal Terms, as such terms are hereinafter defined.
2. Consortium Program. Effective as of the Launch Date, Partner shall be eligible to participate in the Consortium Program during the Term, and Partner Eligible Learners shall be permitted to access, enroll in, and complete Consortium Content free of charge during the Term. For the sake of clarity, Consortium Partners, including Partner, shall not receive any revenue share arising from the enrollment of Eligible Learners in Consortium Content. Partner acknowledges that all of its Open Content shall be offered to Eligible Learners free of charge as Consortium Content beginning on the Launch Date. Partner further acknowledges that the catalog of available Consortium Content will change from time to time as Consortium Partners may (a) join or leave the Consortium Program and (b) remove specific Consortium Content from the Coursera Platform in accordance with each Consortium Partner’s applicable Agreement. For the sake of clarity, the Consortium Program supersedes and replaces the Coursera Coronavirus Response Program, which ends on February 28, 2021. Coursera may, in its sole discretion, discontinue the Consortium Program at any time upon thirty (30) days notice to Consortium Partners.
3. Coursera Obligations. During the Term, Coursera will:
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- Create and maintain a customized, accessible landing page on the Coursera Platform, featuring the Partner logo, allowing Partner Eligible Learners to access and enroll in Consortium Content after creating a Coursera account and agreeing to Coursera’s standard Terms of Use and Privacy Policy.
- Provided that Partner systems are compatible with Coursera systems, implement and maintain single sign-on features to allow seamless access for Partner Eligible Learners.
- Permit Partner Eligible Learners to earn Verified Certificates upon the successful completion of any Courses and Specializations offered as Consortium Content free of charge.
- Provide account support to Partner and technical support to Partner Eligible Learners.
4. Partner Obligations. During the Term, Partner will:
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- Limit participation in the Consortium Program, and access to Consortium Content, to Partner Eligible Learners.
- Not exclude any of its Open Content from being offered as Partner Consortium Content except as otherwise arranged with Coursera.
- Not offer Consortium Content to any third parties other than Partner Eligible Learners, or otherwise monetize Consortium Content to any third party, including Partner Eligible Learners.
- Permit Coursera to survey Partner Eligible Learners regarding various aspects of their Consortium Program user experience in accordance with applicable laws and Partner policies. As permitted by applicable law and Partner policies, to the extent that Partner collects data on Partner Eligible Learners outside of the Coursera Platform (e.g., surveys or other data-gathering activities) related to their Consortium Program experience, Partner shall share such data with Coursera.
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5. Academic Credit. If Partner chooses to award academic credit to Partner Eligible Learners upon the successful completion of any Consortium Content, Partner acknowledges that (a) Coursera does not represent or warrant that any Consortium Content meets any accreditation or regulated learning time standards and (b) Coursera will not be responsible for updating Partner as to any substantive changes to, or availability of, any Consortium Content.
6. Term, Termination, and Wind Down.
6.1 Initial Term. [Version of Section 6.1 effective up to and including September 30, 2021:]
The initial term of these Consortium Terms and Conditions shall begin on the Effective Date and end on the first December 31 following the Effective Date; provided, however, that if Partner entered into its Agreement with Coursera less than six (6) months prior to the Effective Date, then the initial term shall begin on the Effective Date and end on the second December 31 following the Effective Date (“Initial Term”).
[Version of Section 6.1 effective on October 1, 2021:]
The initial term of these Consortium Terms and Conditions (“Initial Term”) shall begin on the Effective Date and end on –
a. the first December 31 following the Effective Date if the Effective Date occurs from January 1 to August 31, inclusive;
b. the second December 31 following the Effective Date if the Effective Date occurs from September 1 to December 31, inclusive; or
c. notwithstanding the foregoing, the second December 31 following the Effective Date if the Partner entered into its Agreement with Coursera less than six (6) months prior to the Effective Date.
6.2 Renewal Terms. The Initial Term shall renew for successive one year periods (each, a “Renewal Term”) if Partner meets the applicable Annual Content Requirement as of September 30 of the then-current Initial Term or Renewal Term. For the sake of clarity, the Partner must meet the Annual Content Requirement for each Renewal Term as of September 30 of the year immediately prior to such Renewal Term. For the sake of clarity, any content developed by Partner to meet the Annual Content Requirement shall be considered both Open Content (and consequently shall be generally available to all learners on the Coursera Platform) and Partner Consortium Content.
6.3 Termination. These Consortium Terms and Conditions shall terminate at the conclusion of the Initial Term or a Renewal Term, as applicable, upon (a) either Party providing written notice to the other Party of its intention to not renew these Consortium Terms and Conditions at least ninety (90) days prior to the end of such Initial Term or Renewal Term, as applicable, or (b) Partner’s inability to meet the Annual Content Requirement for a subsequent Renewal Term as set forth in Section 6.2 above. For the sake of clarity, these Consortium Terms and Conditions shall terminate simultaneously with the termination of Partner’s Agreement.
6.4 Wind Down. Upon termination of these Consortium Terms and Conditions, Partner agrees that Coursera may permit Eligible Learners who are currently enrolled in Partner Consortium Content to access and complete such Partner Consortium Content during the applicable post-termination wind down period set forth in Partner’s Agreement. Similarly, if Partner provides Coursera with notice of its intent to remove specific Partner Consortium Content from the Coursera Platform during the Term in accordance with the terms of Partner’s Agreement, Coursera may permit Eligible Learners who are currently enrolled in such Partner Consortium Content as of date of the notice of removal to access and complete such Partner Consortium Content during the applicable wind down period set forth in Partner’s Agreement.
7. Miscellaneous. These Consortium Terms and Conditions shall be considered a written addendum to Partner’s Agreement and shall be governed by Partner’s Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in Partner’s Agreement. Coursera reserves the right to update, change, or replace any part of these Consortium Terms and Conditions by posting updates and/or changes to these Consortium Terms and Conditions. Partner’s continued participation in the Consortium Program following the posting of any such updates and/or changes constitutes Partner’s acceptance of such updates and/or changes.
Updated October 1, 2021
