• browse courses (“Courses”), programs comprising a series of related courses (“Programs”), and other content (collectively with Courses and Programs, “Offerings”) offered by edX, our Members (as defined below), 2U, Inc. (the parent company of edX) and 2U, Inc.’s subsidiaries (together with 2U, Inc., “2U”), 2U’s partners, and other, non-Member institutions;
• create an Account;
• sign up to receive more information about certain Offerings offered through the Service;
• purchase (or otherwise enroll in and have access to) certain of the Offerings offered through the Service, including a recurring subscription to certain Offerings; and
• participate in certain of the Offerings offered through the Service, including engaging with course content, taking tests, obtaining your results and certificates of achievement, and providing feedback following an Offering.

“Members” means the educational institutions or other entities that create Offerings using tools provided by edX and offer those Offerings directly to you through the Service. If you are enrolled in the paid or verified track of a Course offered through the Service (the “Certificate Track”), your satisfactory completion of such Course, as determined in our or a Member’s sole discretion, may result in you being awarded a verified certificate of achievement (a “Certificate”) confirming your successful completion of the Course. If you earn a Certificate for each Course in a Program offered through the Service, you will be eligible to receive a Certificate for the Program as well. Unless otherwise determined by edX, no Certificates are awarded for learners enrolled in the unpaid track (“Audit Track”) of a Course.

Other Offerings are viewable on the edX Site but are provided by educational, corporate, or non-profit partners that are not Members and/or are offered in partnership with 2U. Signing up to receive more information about, enrolling in, or participating in such Offerings may take place on third-party sites (or, in some cases, sites operated by 2U) that are not subject to these Terms.

You may elect to enroll in degree or other credit-bearing programs offered by our Members through the Service (collectively, “Degree Offerings”). Members, and not edX, are the providers of the distance education within these Degree Offerings and make all decisions regarding admissions, academic/curriculum content, student instruction, degree conferrals, financial aid, and refunds. When you enroll in any Degree Offering, you may be subject to Member policies and practices (whether set forth in a student handbook or otherwise), required to abide by such policies and practices, and subject to disciplinary action for your failure to do so. These Terms do not limit any terms, conditions, policies, and/or practices established by the Member offering any Degree Offering, and any conflict between these Terms and the terms, conditions, policies, and/or practices specific to the Degree Offering of any Member shall be resolved strictly in favor of such terms, conditions, policies, and/or practices. Nothing in these Terms is intended or shall be deemed to supersede any Member’s terms, conditions, policies, and/or practices applicable to you for any Degree Offering.

Depending on the Degree Offering, tuition and fee payments for a Degree Offering may be collected by edX or by the applicable Member. You are encouraged to conduct your own research and determine whether the cost of any Degree Offering is right for you based on your career, personal, financial, and other goals. Members typically control the costs (e.g., tuition and fees) associated with their Degree Offerings and those costs may be subject to change for future academic terms or other relevant time periods. Refunds may be available for paid Services as described in our Refund Policy below or as described in any terms and conditions made available by a Member with respect to a particular Degree Offering.

Professional licensure and certification requirements may vary by state and country, and job requirements vary by employer. edX does not guarantee licensure, certification, or qualification for any profession or job based on your completion of a Degree Offering through the Service. You are advised to research, understand, and comply with the requirements in the applicable state and/or country in which you work or intend to work, and to investigate whether the Degree Offering in which you intend to enroll meets your academic and/or professional needs before enrolling. You should also consult any materials made available by the Member about its Degree Offering(s) with respect to licensure or certification for a particular field or occupation.

Price. edX reserves the right to determine pricing for the Service. edX will make reasonable efforts to keep pricing information published on the Service up to date. edX may change the fees for any feature of the Service, including additional fees or charges, if edX gives you advance notice of changes before they apply. edX, at its sole discretion, may make promotional offers with different features and different pricing available to any of edX’s business partners or customers. These promotional offers, unless made to you, will not apply to you, and we reserve the right to revoke a promotional offer in the event that we determine you are not eligible. Unless otherwise indicated, the fees charged by edX or any of its third-party payment processors for the Service are inclusive of all value added taxes, goods and services taxes, duties, levies, or charges, as determined and applicable based on the tax laws in your country.

Authorization. You authorize edX to charge all sums for any purchases you make within the Service as described in these Terms or otherwise published by edX, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, then edX may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Subscription Offerings.

1. This Section 5.3 sets forth additional terms that apply to your use of our Subscription Offerings (as defined below). By subscribing to a Subscription Offering, you agree to the additional terms in this Section. For clarity, to the extent you have access to any subscription-based plan through an edX for Business arrangement, such access is not subject to this Section and is instead governed by the agreement between edX and the subscribing organization.

2. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges, which enable subscribers to enroll in the Certificate Track of the Offerings included within such plan (each, a “Subscription Offering”). edX may offer some Subscription Offerings with a one-time free trial period. For each Subscription Offering, the duration of any free trial period, the duration of the subscription period, and the fee for the Subscription Offering (the “Subscription Fee”) will be specified at the time you subscribe.

3. Your paid subscription to a Subscription Offering (i) will begin on the date when you first purchase your subscription (for clarity, automatically after any applicable free trial period) (the “Subscription Billing Date”) and continue for the duration of the subscription period (such period, the “Initial Subscription Period”), and (ii) will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”), unless you cancel your subscription or we terminate your subscription or the Subscription Offering.

4. If you subscribe to a Subscription Offering, then you authorize edX or its third-party payment processors to periodically charge, on a going-forward basis and until your cancellation or our termination of your subscription or the Subscription Offering, all sums that have accrued on or before the payment due date. For each Subscription Offering to which you are subscribed, your Account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your subscription for all applicable Subscription Fees for the next Subscription Period. edX or its third-party payment processor will bill such charges to the payment method associated with your Account or that you otherwise provide to us. You will promptly update your Account information with any changes to your payment method (for example, a change in your billing address or credit card expiration date) that may occur.

5. You may cancel a subscription to a Subscription Offering by selecting “Orders and subscriptions” and then “Manage my subscription” within your Account settings, which will redirect you to edX’s payment processor for Subscription Offerings, where you can click “Cancel plan” for the applicable subscription. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID THE CHARGE FOR THE NEXT SUBSCRIPTION PERIOD. FOR SUBSCRIPTION OFFERINGS WITH A FREE TRIAL PERIOD, YOUR CANCELLATION MUST BE RECEIVED BEFORE THE END OF THE FREE TRIAL PERIOD IN ORDER TO AVOID THE INITIAL SUBSCRIPTION FEE. For more info on canceling a subscription, visit the edX Help Center.

6. If you cancel a subscription to a Subscription Offering before the end of the applicable free trial, you will have access to Certificate Track of the Offerings within the Subscription Offering until the end of the free trial period. After that point, edX reserves the right to (i) unenroll you from all applicable Offering(s) within such Subscription Offering, which may result in you losing any progress you made in such Offering(s) to the extent you opt to re-enroll in the Offering via a new subscription or otherwise or (ii) change your enrollment in such Offering(s) from the Certificate Track to the Audit Track. If you cancel your subscription to a Subscription Offering after any applicable free trial, you will have access to Certificate Track of the Offerings within the Subscription Offering until the end of the then-current Subscription Period. After that point, edX reserves the right to change your enrollment in such Offering(s) from the Certificate Track to the Audit Track.

Delinquent Accounts.

1. edX may suspend or terminate access to the Service, including fee-based portions of the Service, for any Account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent Account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

2. If your payment method is not valid at the time a Subscription Fee is due and you do not resolve the issues with payment during any applicable grace period that may be provided by edX, then edX reserves the right to suspend your subscription to the applicable Subscription Offering(s) and (i) unenroll you entirely from all applicable Offering(s) within such Subscription Offering, which may result in you losing any progress you made in such Offering(s), to the extent you opt to re-enroll in the Offering via subscription or otherwise or (ii) change your enrollment in such Offering(s) from the Certificate Track to the Audit Track.

Limited License. Subject to your complete and ongoing compliance with these Terms, edX grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service. For Materials (as defined in Section 7 (Ownership; Proprietary Rights)) included within an Offering, the foregoing license is limited to your use of the Materials in connection with such Offering.

License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback. We respect and appreciate feedback from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant edX an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We have no obligation to provide you with attribution for any Feedback you provide to us.

The Service is owned and operated by edX. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by edX (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of edX, 2U, or their third-party licensors (including, as applicable, Members). Except as expressly authorized by edX (including as set forth in Section 6 (Licenses) of these Terms) or directly by the applicable copyright holder, you may not make use of the Materials. There are no implied licenses in these Terms and edX reserves all rights to the Materials not granted expressly in these Terms.

Third-Party Services and Linked Websites.

1. edX may provide tools through the Service that enable you to export information, including User Content (as defined in Section 9.1 (User Content)), to third-party services, including through our implementation of third-party buttons (such as “like” or “share” buttons) from third-party services, such as Twitter or Facebook. By using one of these tools, you hereby authorize edX to transfer that information to the applicable third-party service. The Service may also contain links to third-party websites.

2. Third-party services and linked third-party websites are not under the control of edX, 2U, or any edX Participant (as defined in Section 14.4 (Modification of the Service)), and, to the fullest extent permitted by law, none of edX, 2U, and any edX Participant are responsible for any third-party service’s use of your exported information or any third-party website’s content. edX, 2U, and the edX Participants are not responsible for and do not routinely screen, approve, review, or endorse the contents of or use of any of the products or services that may be offered by such third parties. Please be sure to review the terms of use and privacy policy of any third-party services and websites before you share any User Content or information with such third-party services or websites. Once sharing occurs, none of edX, 2U, and any edX Participant will have any control over the information that has been shared. If you decide to access any third-party services or linked third-party websites, you do so at your own risk.

Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video, or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Limited License Grant to edX and Members. By Posting User Content to or via the Service, you grant edX and, with respect to each Offering, the relevant Member(s), a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from edX’s exercise of the license set forth in this Section 9.2 (Limited License Grant to edX and Members).

Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free license you grant through these Terms to edX. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with edX. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant edX the licenses in these Terms to such work(s). If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service complies with any contractual obligations you have to your record label, including if you create any new recordings through the Service that may be claimed by your label. Finally, if you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work to the Service.

You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. edX disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize edX and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by edX, the Service, and these Terms;

2. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause edX to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. edX may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and you acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against edX with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, edX does not permit infringing activities on the Service.

Monitoring Content. edX does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that edX reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time edX chooses to monitor the content, then edX still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with the Privacy Policy. edX may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

Push Notifications. When you install our app on your mobile device, you agree (or may be asked to agree) to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Respect of Third-Party Rights. edX respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
3. a description of the material that you claim is infringing and where it is located on the Service;
4. your mailing address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by edX with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to edX making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers. edX’s policy is to: (a) remove or disable access to material that edX believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the Account of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. edX will terminate the Account of any user that is determined by edX to be repeat infringers. edX reserves the right, however, to suspend or terminate Accounts of users in our sole discretion.

Counter Notification. If you receive a notification from edX that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide edX with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to edX’s Designated Agent through one of the methods identified in Section 12.2 (DMCA Notification), and include substantially the following information:

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. your name, mailing address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which edX may be found, and that you will accept service of process from the person who provided notification under Section 12.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to edX in response to a Notification of Claimed Infringement, then edX will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that edX will replace the removed User Content or cease disabling access to it in 10 business days, and edX will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless edX’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on edX’s system or network.

False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (a) that material or activity is infringing, or (b) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of edX relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” edX reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2 (Termination).

Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, edX may, at its sole discretion, terminate these Terms and/or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your Account and these Terms at any time by requesting deletion of your Account by clicking the button labeled “Delete my account” in your Account settings and discontinuing your use of the Service. Please read the Privacy Policy carefully for more information about Account deletion. For more info, visit the edX Help Center or contact us at info@edX.org.

Effect of Termination. Upon termination of these Terms: (a) your license and all corresponding rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay edX any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 9 (User Content), 14.3 (Effect of Termination), 15 (Indemnity), 16 (Disclaimers; No Warranties by edX), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Service because you may lose access rights to any User Content you Posted to the Service upon termination of your Account. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new Account using a different name, email address or other forms of Account verification.

Modification of the Service. edX and the edX Participants (as defined below) reserve the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. edX will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service. “edX Participants” means the colleges, universities, and other institutions providing Offerings or other products or services through the Service, including the course instructors, and their staff.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EDX, 2U, THE EDX PARTICIPANTS, AND THE OTHER ENTITIES PROVIDING OFFERINGS VIEWABLE ON THE EDX SITE BUT NOT OFFERED THROUGH THE SERVICE (THE “OTHER PROVIDERS”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EDX, 2U, THE EDX PARTICIPANTS, AND THE OTHER PROVIDERS DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EDX, 2U, THE EDX PARTICIPANTS, AND THE OTHER PROVIDERS DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. COURSE CONTENT MAY CHANGE AND COURSES MAY NOT REMAIN AVAILABLE.

No Other Enrollment. Except as described in Section 4 (Degree Offerings) above, nothing in these Terms or otherwise with respect to your participation in any Offering from a Member through the Service results in you being: (a) an applicant for admission to, or enrolled in, any degree or other credit- or credential-bearing program of such Member; and (b) entitled to use any of the resources of such Member beyond the Offerings provided via the Service or eligible to receive student privileges or benefits provided to students enrolled in degree or other credit- or credential-bearing programs of the Member.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE, EDX ENTITIES, OR OTHER PROVIDERS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EDX ENTITIES, OTHER PROVIDERS, OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE (AND ANY PORTION(S) THEREOF) AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (DISCLAIMERS; NO WARRANTIES BY EDX) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. edX does not disclaim any warranty or other right that edX is prohibited from disclaiming under applicable law.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EDX ENTITIES OR OTHER PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EDX ENTITY OR ANY OTHER PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EDX ENTITIES AND THE OTHER PROVIDERS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO EDX FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Generally. Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and edX agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EDX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Although we are agreeing to arbitrate most disputes between you and us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to edX LLC, Attention: Legal Department – Arbitration Opt-Out, 7900 Harkins Road, Lanham, MD 20706 that specifies: your full legal name, the email address associated with your Account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once edX receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator. This arbitration agreement, and any arbitration between you and us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting edX.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). edX’s address for Notice is: edX LLC, Attention: edX Legal Department, 7900 Harkins Road, Lanham, MD 20706. The Notice of Arbitration must: (a) identify the name and email address of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or edX may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, edX will reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000 or if your claim is considered part of a multiple consumer case filing as determined by the AAA, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to the AAA.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US $10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or edX must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief. Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by edX before an arbitrator was selected, edX will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US $10,000. The arbitrator’s award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions. YOU AND EDX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and edX agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

Modification to this Arbitration Provision. If edX makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to edX’s address for Notice of Arbitration, in which case your Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

Enforceability. If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if edX receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 (Governing Law) will govern any action arising out of or related to these Terms.

Consumer Protection. You may have rights under applicable consumer protection laws that cannot be excluded, restricted, or modified by these Terms. Nothing in these Terms is intended to supersede your statutory rights as a consumer.

General Terms. These Terms, including the Privacy Policy and Honor Code (as defined below) and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and edX regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law. These Terms are governed by the laws of the State of Maryland without regard to conflict of law principles. You and edX submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Prince George's County, Maryland for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Maryland, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy will be reviewed and updated from time to time. When we do make material changes, we will give notice via the edX Site or by otherwise notifying you. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Honor Code. Please read the Honor Code (the “Honor Code”) carefully for our policies regarding academic integrity and academic misconduct. The Honor Code is incorporated by this reference into, and made a part of, these Terms.

Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in Section 10 (Communications) and the Privacy Policy. Please read the Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information. The Service is offered by edX LLC, located at 7900 Harkins Road, Lanham, MD 20706. You may contact us by sending correspondence to that address or by emailing us at info@edX.org.

Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

Sanctions. You hereby represent and warrant that you are not: (a) currently the subject or target of any U.S. sanctions or included on any government’s sanctions list(s); or (b) prohibited from accessing or paying for the Service due to U.S. sanctions laws or regulations applicable to your location or country of residence.