Terms of Use

Agreement between User and Instructure

Welcome to Instructure’s web site. Instructure’s web site is comprised of various web sites and web pages operated by Instructure or its business partners (“Partners”). These include: www.instructure.com, canvas.instructure.com, as well as other web sites we may add in the future (collectively the “Instructure Sites”).

With respect to your access and use of the Instructure Sites, Instructure provides its services to you, subject to the following Terms of Use (“TOU”), which may be updated by Instructure from time to time without notice to you, and which updates become effective when posted. You are responsible for regularly reviewing these terms and conditions.

In addition, when using particular Instructure web sites or services, you and Instructure shall be subject to any posted guidelines or rules applicable to such sites or services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these TOU. In the event that any of the terms, conditions, and notices contained herein conflict with such guidelines or rules, then these terms shall control.

You agree to be bound by these TOU, and indicate such agreement by any access or use of Instructure Sites and services (the “Agreement”). If you do not agree to these TOU, do not access and use the Instructure Sites and services.

1. Permitted Use. Subject to these TOU, Instructure hereby grants you the right to access and use the Instructure Sites solely for the following purposes: (i) if you are accessing the Instructure Sites as an individual, then any and all use of the Instructure Sites is for your personal, non-commercial use only; or (ii) if you are accessing the Instructure Sites on behalf of a business entity, or educational institution, then any and all use of the Instructure Sites must be for such business entity’s, or educational instituition’s, internal business or educational purposes in connection with the establishment or continuation of a business relationship with Instructure. Instructure retains all rights with respect to the Instructure Sites except those expressly granted to you in this Agreement. Except as expressly permitted by Instructure, in writing, you agree not to duplicate, publish, modify, or otherwise distribute the material on the Instructure Sites unless specifically authorized in writing by Instructure to do so. You agree not to frame, or assist third parties in framing, any of the web pages contained in the Instructure Sites. Such framing is strictly prohibited under this Agreement. The content and software on the Instructure Sites are the proprietary property of Instructure and/or its suppliers and Partners and are protected by U.S. and international copyright and other intellectual property laws. Instructure and Canvas, are the trademarks of Instructure. The names of actual companies and products listed on the Instructure Sites may be the trademarks of their respective owners.
2. Links to Third Party Sites. The Instructure Sites may contain links or produce search results that reference links to third party web sites (“Linked Sites”). Instructure has no control over these Linked Sites or the content within them. Instructure cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including, without limitation other links, is accurate, legal, and/or inoffensive. Instructure does not endorse the content of any Linked Site, nor do we warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other web access device. By using the Instructure Sites to search for or link to another site, you agree and understand that such use is entirely at your own risk, and that you may not make any claim against Instructure for any damages or losses whatsoever resulting from such use. However, if you experience a problem with a Linked Site, please let us know at linksupport@instructure.com, and we will investigate the link and take appropriate action.
3. No Unlawful or Prohibited Use. As a condition of your use of the Instructure Sites, you warrant to Instructure that you will not use the Instructure Sites for any purpose that is unlawful or prohibited by these TOU. You agree not to use the Instructure Sites in any manner which could damage, disable, overburden, or impair the Instructure Sites or interfere with any other party’s use and enjoyment of the Instructure Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Instructure Sites.
4. Privacy and Disclosure of Information. We believe that your privacy and the privacy of all our users is important. Please review our Privacy Policy http://www.instructure.com/pages/privacy_policy. Unless otherwise agreed to by Instructure, in writing, if you post any content to the Instructure Sites, by electronic mail or otherwise, we will treat it as non-confidential and non-proprietary to you. By posting any content on the Instructure Sites, you authorize us to use and allow others to use, distribute, and reproduce the content.

   Instructure reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Instructure’s sole discretion.

5. Ownership of Submitted Content. Unless otherwise agreed to by Instructure, in writing, you agree that any and all information and content that you provide to the Instructure Sites becomes the exclusive property of Instructure, and you irrevocably assign all rights of ownership, including, without limitation, intellectual property rights, to Instructure upon submission of the information and content. You represent and warrant that you are the owner of such information and content and are authorized to make such assignment of rights.
6. Warranty Disclaimer. Instructure does not promise that the Instructure Sites will be error-free, uninterrupted, nor that the Instructure Sites will provide specific results from your use of any content, search or link on them. The Instructure Sites and all content contained within them are delivered on an “AS IS” and “AS AVAILABLE” basis. Instructure does not warrant or represent that files you download from the Instructure Sites will be free of viruses or other harmful features. Instructure DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL Instructure, OR ITS AFFILIATES AND PARTNERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE Instructure SITES. IN NO EVENT SHALL Instructure’S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF Instructure’S AFFILIATES AND PARTNERS, TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE Instructure SITES EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO Instructure FOR ACCESSING THIS SITE; OR (B) TEN U.S. DOLLARS ($10.00).
8. Additional Representations and Warranties. You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the Instructure Sites in accordance with these TOU.
9. Indemnity. You agree to indemnify and hold Instructure and its Partners, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorney’s fees, arising from or related to your breach of this Agreement, or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
10. Designated Agent for Alleged Copyright Infringement. Instructure respects the intellectual property of others, and we ask you to do the same. If you believe some content on the Instructure Sites has been copied in such as way to constitute copyright infringement, please contact our Designated Agent below:

    infringement@instructure.com

11. Use of Instructure.com Community Services. If you participate in any chat rooms, bulletin boards, or other forum (collectively “Community Services”) within the site, you agree that any information, including without limitation discussion posts, chat posts, IM posts, web links, advertisements, articles, white papers, and reviews, posted by you:
    1. shall not be false, inaccurate or misleading;
    2. shall not be fraudulent;
    3. shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
    4. shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
    5. shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
    6. shall not be obscene or contain child or other pornography;
    7. shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
    8. shall not create liability for Instructure.com, or cause us to lose (in whole or in part) the services of our ISPs or other suppliers and Partners; and
    9. shall not link directly or indirectly to links you do not have a right to link to or include.

    Instructure.com has no obligation to monitor the Community Services. However, Instructure.com reserves the right to review materials posted to a Community Service and to remove any materials in its sole discretion. Instructure.com reserves the right to terminate your access to any or all of the Community Services at any time without notice for any reason whatsoever. Instructure.com does not control or endorse the content, messages, or information found in any Community Service, and, therefore, Instructure.com expressly disclaims any liability with regard to the Community Services and any action resulting from your participation in the Community Services. All such participation is solely at your own risk.

12. General. This Agreement shall be governed in all respects by the laws of the State of California, USA without giving effect to its conflict of laws provisions, or any other provisions that would result in the application of a different body of law. Both parties submit to personal jurisdiction by and venue in the state and federal courts in the State of [California], or county in which Instructure Corporate Offices are located, and further agree that any cause of action arising under this Agreement shall be brought in such venue. Notwithstanding the foregoing, Instructure may, at any time, seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Instructure’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding whether in written or oral form.