Terms of Use

The summaries in the right hand margin are provided for your convenience only, and are not part of this legally binding agreement.

Agreement between User and Instructure

In other words…
By using our Services, you agree to abide by these Terms. You must also follow all posted guidelines and rules. These Terms, guidelines and rules may change once in a while, so you should review them regularly.

These Terms of Use (“Terms”) govern your access to and use of the services, including our various websites and mobile applications (“Instructure Services” or “Services”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).

With respect to your access and use of the Instructure Services, Instructure provides its Services to you, subject to the following Terms, 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. Also, you must be at least 18 years old or have the permission of your parent or guardian allowing you to use the Services.

In addition, when using particular Instructure 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 Terms. In the event that any of the Terms contained herein conflict with such guidelines or rules, these Terms shall control.

You agree to be bound by these Terms, and indicate such agreement by any access or use of the Instructure Services. If you do not agree to these Terms, do not access and use the Instructure Services.

Permitted Use.

Instructure Services.
Subject to these Terms, Instructure hereby grants you the right to access and use the Instructure Services solely for the following purposes: (i) if you are accessing the Instructure Services as an individual, then any and all use of the Instructure Services is for your personal, non-commercial use only; or (ii) if you are accessing the Instructure Services on behalf of a business entity, or educational institution, then any and all use of the Instructure Services must be for such business entity’s, or educational institution’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 Services except those expressly granted to you through these Terms. You agree not to frame, or assist third parties in framing, any of the web pages contained in the Instructure Services. Such framing is strictly prohibited under these Terms. Unless otherwise agreed to in a separate written agreement, Instructure may change, suspend, restrict or discontinue all or any part of the Services at any time. The 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 Services may be the trademarks of their respective owners. Instructure reserves the right to suspend, cancel or limit the use of the Instructure Services with or without cause, and with or without notice. For example, we may suspend, cancel or limit your use if your use violates these Terms or conflicts with our company goals.

In other words…
Our Services may only be used for their intended purposes. In this section, we describe our rights and rights related to your use.

As a condition of your use of the Instructure Services, you warrant to Instructure that you will not use the Instructure Services for any purpose that is unlawful, encourages illegal behavior, or is prohibited by these Terms. You agree not to use the Instructure Services in any manner, which could damage, disable, overburden, or impair the Instructure Services or interfere with any other party’s use and enjoyment of the Instructure Services. 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 Services.

Don’t use our Services to break the law or to encourage others to break the law. Don’t do anything to interfere with anybody else’s use of our Services.

Mobile Application Use.
By downloading any application from Instructure, Inc., (the “Company”) installing or using any mobile application or any portion thereof (“Application”) you agree to the following Application use. The Company grants you a non-transferable, non-exclusive, limited right and license to install and use Application solely and exclusively for your personal use. You may not use the Application in any manner that could damage, impair, disable, or overburden the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party’s use and enjoyment of the Application (or servers or networks connected to the Application). You agree that you are solely responsible for your use of the Application, any breach of your obligations under the Terms, and for the consequences (including any loss or damage which the Company may suffer) of any such breach.

In other words…
If you download and use our mobile application, don’t abuse it or damage it. If you cause problems or damages, you are responsible for them.

Use by Students.

• If a student is under the age of 18, a parent or legal guardian must give consent for the child to use the Instructure Services.
• Instructure collects limited personal information from minor students only where that student’s school, district, or teacher has contracted with Instructure to collect personal information for the use and benefit of the learning environment.
• Instructure requires schools, districts, or teachers to obtain parental consent from parents.
• If you believe that a student’s school, district, or teacher has not required parental consent prior to our collection of any personal information, contact us at support@instructure.com.

In other words…
We want to keep kids safe. Students under 18 years old may only use our Services with parent or guardian permission.

Additional Provisions.

In other words…
Here are some more provisions you need to agree to depending on whether you register on our Site as a student, on behalf or a school or district, or as a teacher. Also, we have a privacy policy. Please read it carefully.

For information regarding Instructure’s treatment of personally identifiable information, please review Instructure’s current Privacy Policy at www.instructure.com/privacy-policy, which is incorporated herein by reference.

• If you are a STUDENT, the following provisions also apply:
• Be careful who you share your information with while using the Instructure Services.
• You must get your parent or guardian to read these Terms before using the Instructure Services.
• You will only register for and access the Instructure Services and Application as a student registrant, and not as a teacher, parent, or any other category of user.
• You will only access the Instructure Services using the access code given to you by your teacher. You may not use any access codes which you receive from other students or which you did not receive directly from your teacher.

• If you are accessing the Instructure Services on behalf of a SCHOOL OR DISTRICT, the following provisions also apply:
• You represent and warrant that you are solely responsible for complying with the Child Online Privacy Protection Act (COPPA), which requires parental consent for online collection of personal information from children under 13.
• You must obtain verifiable parental consent (“Consent”) from all parents whose children will be accessing the Instructure Services and provide a copy to us upon our request. For more information on COPPA, please see www.ftc.gov/privacy.
• When obtaining Consent, you must provide parents with a copy of our Privacy Policy.
• You will only grant access codes to teachers and staff members who are current employees of your school or district. Upon termination of a teacher or other staff member’s employment with you, you will require such individual to return and cease using all access codes he or she has in his or her possession. If at any time you learn a user of the Services claims to be affiliated with your school or district who is not, in fact, affiliated with your school or district, you will notify Instructure immediately.

• If you are accessing Instructure Services as a TEACHER, the following provisions also apply:
• You represent and warrant that you have permission from your school or district to enter into these Terms, to use the Instructure Services as part of your curriculum, and that you have the authority to bind your school or district to these Terms.
• You represent and warrant that you are solely responsible for complying with COPPA, which requires verifiable parental consent for online collection of personal information from children under 13.
• You must obtain Consent from all parents whose children under 18 will be accessing Instructure Services and provide a copy to us upon our request. For more information on COPPA, please see www.ftc.gov/privacy.
• When obtaining Consent, you must provide parents with a copy of our Privacy Policy.

• If you are accessing Instructure Services as a PARENT, the following provisions also apply:
• You will only use the parent code(s) provided to you by your child or children’s teacher.
• You understand that your acceptance of these Terms indicates that you are agreeing to these Terms both on your own behalf as well as on behalf of your child or children who use the Instructure Services. Children under 13 must not use the Instructure Services until after a parent has accepted these Terms on their behalf.

Links to Third Party Sites.

The Instructure Services 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 Services 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.

In other words…
We are not responsible for third party links. Be careful which websites you link to—the risk is yours!

Mobile Application Proprietary Rights.

You acknowledge that (a) the Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) the Company and/or third parties own all right, title and interest in and to the mobile Application and content, excluding content provided by you, that may be presented or accessed through the Application, including without limitation all Intellectual Property Rights therein and thereto. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all Application, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Application or content that may be presented or accessed through the Application for any purpose, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Application, (iii) use the Application to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter the Company’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Application.

In other words…
The rights related to our mobile applications, including our ownership rights, are described here.

Export Restrictions.

The Instructure Services may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

In other words…
You are responsible to comply with any export laws and regulations that might apply.

Privacy and Disclosure of Information.

We believe that your privacy and the privacy of all our users are important. Please review our Privacy Policy. 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. You agree to the use of your data in accordance with the Company’s privacy policies.

In other words…
Your privacy is important to us. You should carefully read our Privacy Policy.

Ownership of Submitted Feedback or Bug Reports.

Unless otherwise agreed to by Instructure, in writing, you agree that any and all information and content that you provide to the Instructure Feedback or Bug Reporting process 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.

In other words…
When you give us feedback or report bugs, you also give us the right to use that information.

Indemnity.

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the Company, its partners, affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Instructure Services, including your downloading, installation, or use of the Instructure Services, or your violation of these Terms or documents it incorporates by reference.

In other words…
You are solely responsible for your use of our Services.

Warranty Disclaimer.

Instructure does not promise that the Instructure Services will be error-free, uninterrupted, nor that the Instructure Services will provide specific results from your use of any content, search or link on them. The Instructure Services and all content contained within them are delivered on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. Instructure does not warrant or represent that files you download from the Instructure Services will be free of viruses or other harmful features. You are solely responsible for any damage to your mobile device, or other device, or loss of data that results from such use. INSTRUCTURE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

In other words…
While our Services are great, they are not perfect. We offer no warranties unless specified here.

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 SERVICES. 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 SERVICES 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).

In other words…
We are only liable to you for certain types of harm described here. In any event, our maximum liability to you is the amount you have paid us, if at all, for our Services, or $10, whichever or more.

Additional Representations and Warranties.

You affirm that you are at least 18 years old or have the permission of your parent or guardian allowing you to use the Services and enter into agreements with Instructure. If you are under 18 years old, you agree to have your parent or guardian read and acknowledge these Terms before proceeding. By providing their permission, your parents or guardians agree with Instructure to all of the terms and conditions contained within this document.

In other words…
You affirm that you are either an adult or that you have permission from your parents to use our Services.

Designated Agent for Alleged Copyright Infringement.

Please review our Digital Millennium Copyright Act (“DMCA”) Notice at http://www.instructure.com/policies/dmca-notice/. Instructure respects the intellectual property of others, and we ask you to do the same. If you believe some content on the Instructure Services has been copied in such as way to constitute copyright infringement, please contact us at the contact information contained on the above website.

In other words…
Copyrights are a big deal. If you think someone has violated a copyright, please let us know.

License Grant to Instructure.

In other words…
When you upload content to our Services, you grant Instructure these rights.

• When you distribute, disseminate or upload content through the Instructure Services (“User Content”) and make it publicly available, you hereby grant to Instructure a worldwide, non-exclusive, transferable, perpetual, royalty-free, license to host, display, modify, reproduce, distribute, and sublicense the publicly available content for promotional purposes in connection with Services offered by Instructure.
• By uploading User Content, you hereby warrant that your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played.

License Grant to other Users.

By distributing or disseminating User Content through the Instructure Services, you hereby grant to each User that is authorized to access your User Content a non-exclusive license to access and use your User Content under the terms indicated by you when you uploaded such User Content. Notwithstanding the foregoing, you hereby grant to each User that is authorized to access your User Content at least a limited, non-exclusive, license to view, download (including, without limitation download to a portable device), print and have printed such User Content for personal use in the manner contemplated by the Terms and the Services. The foregoing license granted by you terminates as to a specific piece of User Content once you remove or delete such User Content from the Services provided, however, that User rights to such User Content arising out of distributions occurring on or prior to deletion of such User Content from the Services survive any termination or expiration of the license granted in this section.

In other words…
When you upload content to Instructure, you grant other users these rights.

User Content.

In other words…
You are solely responsible for your User Content. Rights and restrictions are described here.

• You are solely responsible for your User Content and the consequences of posting or publishing them. By uploading and publishing your User Content, you affirm, represent, and warrant that:
  1. You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Instructure and Instructure’s Users to use your User Content as necessary to exercise the licenses granted by you in this section and in the manner contemplated by Instructure and these Terms;
  2. Your User Content does not and will not slander, defame, or libel any other person.
  3. The use of your User Content as permitted herein does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and
  4. Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
• Instructure reserves all rights and remedies against any Users who violate these Terms. Instructure is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content and disclaims all liability in connection with User Content.
• 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, 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.

User Content Disclaimer.

You understand that when using the Instructure Services you may be exposed to User Content from a variety of sources, and that Instructure is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Instructure with respect thereto. Instructure does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Instructure expressly disclaims any and all liability in connection with User Content. If notified by a User or a content owner of User Content that allegedly does not conform to these Terms, Instructure may investigate the allegation and determine in its sole discretion whether to remove the User Content, which it reserves the right to do at any time and without notice.

In other words…
We cannot monitor or control what other people upload using our Services. If you see something that violates these Terms, let us know.

General.

This agreement shall be governed in all respects by the laws of the State of Utah, 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 Utah, 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. These Terms and our Privacy Policy set 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. The rights granted in these Terms may not be assigned or transferred by either you or the Company without the prior written approval of the other party. Neither you nor the Company is permitted to delegate their responsibilities or obligations under these Terms without the prior written approval of the other party.

In other words…
This section has general information that you need to agree to.

Effective: October 30, 2012