Effective Date: 2023-04-14

Welcome to the Open edX community, brought to you by Axim Collaborative (“we” or “us”). These Terms of Service (the “Terms”) apply to the openedx.org website domain (the “Site”) and apply to all users of the Site including without limitation individuals and entities that may use services and products that we offer via the Site such as the opportunity to be listed as a service provider on the Site. When we say “you” or “your,” we mean you.

Please read the Terms prior to using any portion of the Site, as the Terms are an agreement between you and us and set forth our legal obligations to each other. 

The Site is only available to users who can form legally binding contracts under applicable law. By accessing or using the Site, you represent and warrant that (a) you are over the age of majority in the state or country where you are a resident or citizen and (b) if you are using the Site on behalf of a legal entity (such as your employer), you are authorized to accept these Terms on that entity’s behalf, and “you” and “your” will refer to that entity. If you do not have such authority or if you do not understand or do not wish to be bound by the Terms, you should not use the Site. Any use or access by anyone under the age of 13 is prohibited.

We also have a Privacy Policy, Cookie Policy, Code of Conduct, and other policies from time to time that apply to users of the Site and are hereby incorporated by reference into these Terms. Please read all these policies.

These Terms are organized as follows:

• Compliance and Rules of Conduct
• Strictly Prohibited Items
• User Accounts
• Our Content
• Your Content
• Other Content
• Termination
• Updates
• Disclaimer of Warranty; Limitation of Liability
• Indemnification
• Additional Legal Terms
• Digital Millennium Copyright Act
• Contact Information

Compliance and Rules of Conduct

You agree that you are responsible for your own use of the Site and for all content submitted, posted, published, or distributed on the Site by, including but not limited to all forum posts, form and survey responses, and feedback (collectively, “User Content”). You agree to comply with the Code of Conduct and other policies from time to time that apply to users of the Site as well as all applicable laws, regulations, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, copyright, and local laws).

As a condition of using the Site, you agree that you will not use the Site in any manner intended to damage, disable, overburden, or impair any server we use, or the network(s) connected to any server we use or to interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, other accounts, computer systems, or networks connected to any server we use through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information stored on the Site, its servers, or associated computers through any means not intentionally made available through the Site. If you have an account on the Site, you will not share your password or let anyone else access or compromise your account. Furthermore, you agree not to scrape, or otherwise download in bulk, any Site content, including not limited to a list or directory of users on the system, User Content or user information, course materials, or trademarks and logos.

Strictly Prohibited Items

You will not use the Site to encourage or promote illegal activity or violation of third-party rights. You will not use the Site with the intent of misleading others or to promote any intentionally inaccurate information. You will not violate any other Terms. You will not misrepresent or mask your identity in connection with use of the Site.

IN ADDITION, THE FOLLOWING ITEMS ARE STRICTLY PROHIBITED ON THE SITE:

• Content that defames, harasses or threatens others;
• Content that discusses illegal activities with the intent to commit them;
• Content that infringes another’s intellectual property, including but not limited to, copyrights or trademarks;
• Profane, pornographic, obscene, indecent or unlawful content;
• Advertising or any form of commercial solicitation (except only as we may permit);
• Content related to partisan political activities;
• Viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware, or any other similar software that may damage the operation of another’s computer or property; and
• Content that contains intentionally inaccurate information or that is posted with the intent of misleading others (this list, collectively, “Strictly Prohibited Items”).

You may not submit, post, publish, share, or otherwise distribute any of the above Strictly Prohibited Items on or via the Site.

User Accounts

Some of the services and products on the Site may enable you to create a user account by providing your full name, an email address, your country or region of residence, a public username, and a user password. You agree that you will never divulge or share access or access information for your user account with any third party for any reason. In setting up your user account, you may be prompted to enter additional optional information (e.g., your year of birth). You represent that all information provided by you is accurate and current. You agree to maintain and update your information to keep it accurate and current.

We care about the confidentiality and security of your personal information. Please see the Privacy Policy for more information about the collection and use of data on the Site.

Our Content

The Site includes content that belongs to us and is protected by United States and foreign copyright laws. You may use our content as permitted by these Terms. Unless otherwise expressly stated on the Site, content on the Site, including without limitation any training and instructional materials provided with courses and programs offered on the Site, is for your personal use in connection with our services and products those courses and programs only. By using the Site, you do not acquire ownership of any rights in the Site or its content. All rights in the Site and its content, if not expressly granted, are reserved.

All names, logos, seals, and other trademarks that appear on the Site are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the written permission of the owner of the applicable trademark. With respect to our trademarks, including without limitation the Open edX name, trademark and logo, you must obtain our permission for usage, and all use must adhere to the Trademark Policy. You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices that appear on the Site. 

We sometimes present different users with different versions of course materials and software. We do this to personalize the experience to the individual user (to assess the user’s level of ability and learning style and to present materials best suited to the user), to improve our understanding of the learning process, and to evaluate and improve the effectiveness of our course materials, platform features, and offerings. We may publish or otherwise publicize results from this process, but unless otherwise permitted by the Privacy Policy, those publications or public disclosures will not include your personal information.

Your Content

By submitting or distributing your User Content, you affirm, represent, and warrant (1) that you have the necessary rights, licenses, consents, and/or permissions to reproduce and publish the User Content and to authorize us to reproduce, modify, publish, and otherwise use and distribute your User Content in a manner consistent with the licenses granted by you below, and (2) that neither your submission of your User Content nor the exercise of the licenses granted below will infringe or violate the rights of any third party. You, and not us, are solely responsible for your User Content and the consequences of posting or publishing it.

By submitting or distributing your User Content, you hereby grant to us a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute, redistribute, relicense, and otherwise use, make available, and exploit your User Content, in whole or in part, in any form and in any media formats and through any media channels (now known or hereafter developed).

We reserve the right to block, remove, and/or permanently delete your User Content for any reason at our discretion.

Other Content

The Site may provide you with access to other people’s content. This other content does not necessarily reflect our own views, and you may not use such content without permission from the author, or as allowed by law.

You understand that when using the Site, you may be exposed to User Content from a variety of sources and that we are not responsible for the accuracy, usefulness, reliability, 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, defamatory, 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 us or any of the Axim Participants (as defined below in the section titled “Disclaimer of Warranty”) with respect thereto. Neither we nor any of the Axim Participants endorse any User Content or any opinion, recommendation or advice expressed therein. Neither we nor any of the Axim Participants have any obligation to monitor any User Content or any other user communications through the Site.

However, we reserve the right to review User Content and to exercise our sole discretion to edit or remove, in whole or in part, any User Content at any time and for any reason. Without limiting the foregoing, upon receiving notice from a user or a 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.

The Site may be integrated with third-party services or include hyperlinks to websites maintained or controlled by third parties. We and the Axim 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. If you decide to access any third-party services or linked third-party websites, you do so at your own risk.

Termination

You agree that we, in our sole discretion and at any time, may terminate your use of the Site for any reason or no reason, without prior notice or liability. It is our policy to terminate in appropriate circumstances the accounts of users of the Site who are repeat copyright infringers. We reserve the right at any time in our sole discretion to make changes to the Site, and you agree that we will not have any liability to you for such an action.

You may terminate your use of or participation in the Site at any time. Upon any termination of the Terms or termination of your use of the Site for any reason, all provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of your use of the Site shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to us, including without limitation any indemnification obligations contained herein.

Updates

We reserve the right to modify the Terms at any time without advance notice.  Any changes to the Terms will be effective immediately upon posting on this page, with an updated effective date. By continuing to use the Site after any changes have been made, you signify your agreement on a prospective basis to the modified Terms and all the changes. Be sure to return to this page periodically to ensure familiarity with the most current version of the Terms. 

Disclaimer of Warranty; Limitation of Liability

THE SITE AND ANY INFORMATION, CONTENT, AND ANY SERVICES AND PRODUCTS MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT INSOFAR AS ANY SUCH IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW.

WE AND THE AXIM PARTICIPANTS (AS DEFINED BELOW) DO NOT WARRANT THAT THE SITE WILL OPERATE AND BE MADE AVAILABLE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE CONTENT PROVIDED ON THE SITE WILL MEET YOUR NEEDS OR EXPECTATIONS. WE AND THE AXIM PARTICIPANTS ALSO MAKE NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE CONTENT INCLUDED ON THE SITE OR THAT ANY PARTICULAR CONTENT WILL CONTINUE TO BE MADE AVAILABLE. “AXIM PARTICIPANTS” MEANS MIT, HARVARD, AND ALL ENTITIES PROVIDING INFORMATION, CONTENT, OR SERVICES FOR THE SITE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER WE NOR ANY OF THE AXIM PARTICIPANTS WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES, EITHER ACTUAL OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE TERMS, YOUR USE OF THE SITE, WHETHER YOUR CLAIM IS BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW.

IN PARTICULAR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF THE AXIM PARTICIPANTS WILL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT WE OR ANY OF THE AXIM PARTICIPANTS HAVE BEEN NEGLIGENT OR OTHERWISE AT FAULT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, ERRORS, OR LOSS OF PROFITS).

EXCEPT FOR LIABILITY THAT WE CANNOT LIMIT BY LAW, WE AND THE AXIM PARTICIPANTS LIMIT OUR LIABILITY TO YOU TO US$100. NEITHER WE NOR THE AXIM PARTICIPANTS ARE LIABLE FOR THE CONDUCT OR CONTENT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SITE, SERVICES, OR PRODUCTS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, hold harmless and indemnify us and the Axim Participants, and our and their respective subsidiaries, affiliates, officers, faculty, students, fellows, governing board members, agents and employees from and against any third-party claims, actions or demands arising out of, resulting from or in any way related to your use of the Site including without limitation any liability or expense arising from any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we or the applicable Axim Participant will provide you with written notice of such claim, action, or demand.

Additional Legal Terms

These Terms constitute the entire agreement between you and us with respect to your use of the Site. In the event of any conflict between these Terms and a direct agreement that you may have with us, the direct agreement will control. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of the Terms shall remain in full force and effect. The Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. For any notice provided to you by us under the Terms, we may notify you via the email address associated with your use of the Site.

You agree that the Terms and any claim or dispute arising out of or relating to the Terms will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law provisions. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Cambridge, Massachusetts, U.S.A. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum). Notwithstanding the foregoing, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Digital Millennium Copyright Act

Copyright owners who believe their material has been infringed on the Site should contact our designated copyright agent at dmca-agent@axim.org or at Axim Collaborative, One Broadway, 14th Floor, Cambridge, MA 02142, Attention: Axim DMCA Agent/General Counsel.

Notification must include:

• Identification of the copyrighted work, or, in the case of multiple works at the same location, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity. You must include sufficient information for us to locate the material (e.g., URL, IP address, computer name).
• Information for us to be able to contact the complaining party (e.g., email address, phone number).
• A statement that the complaining party believes that the use of the material has not been authorized by the copyright owner or an authorized agent.
• A statement that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

Contact Information

If you have questions about these Terms, please contact us at privacy@axim.org. You may also write to us at: ATTN: PRIVACY, Axim Collaborative, One Broadway, 14th Floor, Cambridge, MA 02142 USA.

Updates

Effective Date	Description of update
2022-03-09	Replaced references to “edX” with “Axim Collaborative”
2022-05-12	Revised to replace references to “Axim Collaborative” with “us,” “we,” and “our,” and to clarify our current operations, for example: – The scope of intended users of the Site (i.e., not minors). – Rules of conduct that include not sharing passwords and not scraping content. – New information about user accounts and requirements for your use of these accounts. – New information about content on the Site, including the possibility that we may present personalized versions of content to different users, the possibility that we may block, remove or delete content at our discretion, and requirements of your and our use of other people’s content on the Site. – Clarification that we may terminate any use of the Site at our discretion. – DMCA rights and processes. – Our updated contact information.
2023-04-14	Replaced references to “Axim Collaborative” and “Axim Collaborative” with “Axim” and “Axim Collaborative”