Terms and Conditions:
These terms of service were last updated in September 2024.
These Terms govern Customer’s purchase and use of the Products listed on the Order Form and constitute the entire agreement between Massachusetts Institute of Technology (“MIT”) and Customer (“Agreement”). In the event of any conflict between these Terms and the Order Form, the terms set forth in the Order Form shall control.
Back to top1. Use of Products:
- Only Customers and its employees (each, a “Learner”) are permitted to use the Products.
- Customer will use the Products solely for its internal business.
- Customer understands and acknowledges that the Products cannot be offered to any individual in, or ordinarily resident in any country that is subject to economic sanctions enforced by the Office of Foreign Assets Control (OFAC) or to any person listed on any blocked parties or specially designated nationals list (the “SDN Lists”) if the sanctions prohibit or may prohibit the offering of the Service to such individual.
2. Enrollment Process and Use of Enrollment Codes:
- Upon signing of (acceptance of) Order Form, MIT will generate enrollment codes for Customer, which will be distributed to Learners either by MIT or via the Customer.
- Enrollment codes are specific to the Product(s) listed on this Order Form.
- Enrollment codes are only redeemable once. Once redeemed enrollment code(s) are no longer valid and cannot be transferred to another individual.
- Enrollment codes may be deferred to the next available course run of the same course at MIT’s sole discretion. Deferrals may be requested up to seven (7) days after the related course run start date (the Deferral Deadline) by emailing xpro_customer_success@mit.edu.
- After the Deferral Deadline all unredeemed codes will be deactivated and no additional deferrals will be granted.
3. Taxes:
All MIT fees hereunder are exclusive of all taxes, and Customer shall be responsible for payment of all taxes excluding those based solely on MIT’s income. In the event that the payment is subject to any levy or tax, including, but not limited to withholding tax, income tax, service tax, sales tax or VAT, by local, regional or federal government authorities in the Customer’s home country, Customer shall (1) pay to the applicable tax authorities, whether on its own or MIT’s behalf, such amount of levy or tax and, if applicable, penalties and interest, as will result in MIT receiving the full amount of the Funding and (2) provide MIT with a copy of the withholding tax certificate or other tax filing documentation evidencing payment was made promptly following payment of the levy or tax.
Back to top4. Security and Privacy:
MIT shall maintain a security framework of policies, procedures and controls that includes administrative, physical and technical safeguards for the protection of the security and integrity of the Products, and of the Customer Data contained within the Products. MIT will comply with the MIT xPRO Privacy Policy.
Back to top5. Ownership:
Customer acknowledges that, as between the Parties, MIT owns all intellectual property rights and other proprietary interests that are embodied in the Products. Customer acknowledges that no right is granted to sell, resell, license, sublicense, distribute, publish, modify, adapt, translate or create derivative works of the Products, disassemble, reverse engineer the Products, or otherwise attempt to obtain any source code from which any Product is compiled.
Back to top6. Use of Name:
Neither party will use the other’s names, trademarks, logos or insignia, or any version, abbreviation or representation of them, in any advertising, publicity, promotional materials or other public announcement without the prior written consent of the other.
Back to top7. Indemnification:
MIT shall indemnify, defend and hold Customer and its trustees, officers, directors, employees and agents harmless from and against all third party claims attributable to any allegation of intellectual property infringement arising out Customer’s use of the Products or MIT Platform, except that MIT shall not have any such obligations to the extent the infringement is attributable to contributions to the MIT Platform, if any, made by Customer or its representatives. Except for the foregoing intellectual property indemnification, Customer shall indemnify, defend and hold MIT and its trustees, officers, directors, employees and agents harmless from all third party claims arising out of or related to Customer’s misuse of the Products or, if applicable, failure to obtain Consent. The indemnifying party shall have the option to control the defense and any settlement of such claim, though it shall not settle such claim without the approval of the party being indemnified, whose approval shall not be unreasonably withheld, and the party being indemnified shall cooperate with the party providing indemnification in defending against such claim.
Back to top8. Disclaimer and Limitations:
EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, STATUTORY OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR EACH PARTY’S LIABILITY ARISING OUT OF ITS INDEMNIFICATION, PAYMENT OR CONFIDENTIALITY OBLIGATIONS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EACH PARTY’S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO MIT UNDER THE APPLICABLE ORDER FORM DURING THE SIX MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
Back to top9. Term and Termination:
This Agreement shall continue in effect until each party has met all of its obligations in all underlying Order Forms, or until this Agreement is earlier terminated, as provided herein. Either party may terminate this Agreement (and any Order Forms then in effect) if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after written notice of such breach.
Back to top10. Miscellaneous:
The parties are independent contractors. Each party shall each comply with all applicable laws in connection with its activities hereunder. Neither party may assign this Agreement or any of its rights or obligations hereunder to a third party, including, without limitation, by merger, operation of law or otherwise, without the other party’s prior written consent. If any provision is held by a court of competent jurisdiction to be unenforceable, that provision shall be enforced to the maximum extent permissible, and all other provisions shall remain in full force and effect. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. No modifications to this Agreement or any Order Form are effective unless in writing and signed by both parties, and no effect shall be given to terms set forth in any Customer purchase order, confirmation, or similar document. Any terms that by their nature extend beyond the termination or expiration of this Agreement, including without limitation Sections 2 through 8, will survive any termination or expiration and continue in full force and effect.
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