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ACCEPTABLE USE POLICY


AGREEMENT BETWEEN YOU AND INSTRUCTURE

Last Updated Date: August 30th, 2016

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. BY ACCESSING OR
USING THIS WEBSITE OR ANY OTHER WEBSITES OF INSTRUCTURE, INC. (“INSTRUCTURE”)
WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING
USING THE SERVICES ENABLED VIA THE WEBSITE (THE “SERVICES”) BY INSTRUCTURE OR
USERS OF THE SITE (“USERS”), CLICKING THE “I ACCEPT” CHECK BOX, OR MERELY
BROWSING THE WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO
BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT
ACCESS OR USE THIS WEBSITE OR THE SERVICES.

The Services include, but are not limited to, a learning management system that
entities (“ENTITIES”) may subscribe to and provide to their instructors and
learners (“INSTRUCTORS” and “LEARNERS”) in connection with courses (each,
a “COURSE”). Instructure provides an account that enables a designated User to
manage the Services, manage Learner and Instructor access to the Services, and
provide general support on behalf of an Entity. “User” means any user of the
Services, including Learners, and Instructors.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY INSTRUCTURE IN ITS SOLE
DISCRETION AT ANY TIME. When changes are made, Instructure will make a new copy
of the Terms available at the Website. We will also update the “Last Updated”
date at the top of the Terms. If we make any material changes, and you have
registered to use the Services, we will also send an e-mail to you at the last
e-mail address you provided to us. Any changes to the Terms will be effective
immediately for new Users of the Website or Services and will be effective
thirty (30) days after posting of notice of such changes on the Website for
existing User. Instructure may require you to provide consent to the updated
Terms in a specified manner before further use of the Website or the Services is
permitted. If you do not agree to any change(s) after receiving a notice of such
change(s), you shall stop using the Website and/or the Services. Otherwise, your
continued use of the Website and/or the Services constitutes your acceptance of
such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT
TERMS.

1. USE OF THE SERVICES AND INSTRUCTURE PROPERTIES. The Website, the Services,
and the information and content made available (“CONTENT”) by Instructure on the
Website and in the Services (collectively, the “INSTRUCTURE PROPERTIES”) are
protected by copyright laws throughout the world. Subject to the Terms,
Instructure grants you a limited license to reproduce portions of the
Instructure Properties for the sole purpose of using the Services for your
personal purposes or, in the event you are an Instructor, your educational
purposes.

1.1 APPLICATION LICENSE. Instructure also provides a mobile application
(the “APPLICATION”) for use with the Services. Your use of the Application is
governed by the End User License Agreement that accompanies the Application in
the marketplace where you download it.

1.2 CERTAIN RESTRICTIONS. The rights granted to you in the Terms are subject to
the following restrictions: (a) you shall not license, sell, rent, lease,
transfer, assign, reproduce, distribute, host or otherwise commercially exploit
the Instructure Properties, (b) you shall not use framing techniques to enclose
any trademark, logo, or other Instructure Properties; (c) you shall not use any
metatags or other “hidden text” using Instructure’s name or trademarks; (d) you
shall not modify, translate, adapt, merge, make derivative works of,
disassemble, decompile, reverse compile or reverse engineer any part of the
Instructure Properties except to the extent the foregoing restrictions are
expressly prohibited by applicable law; (e) you shall not use any manual or
automated software, devices, or other processes (including but not limited to
spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to
“scrape” or download data from any web pages contained in the Website; (f)
except as expressly stated herein, no part of the Instructure Properties may be
copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means; and (g) you shall not remove or destroy
any copyright notices or other proprietary markings contained on or in the
Instructure Properties. Any future release, update or other addition to the
Instructure Properties shall be subject to the Terms. Instructure, its suppliers
and service providers reserve all rights not granted in the Terms. Any
unauthorized use of the Instructure Properties terminates the licenses granted
by Instructure pursuant to the Terms.

2. REGISTRATION. In order to access certain features of the Instructure
Properties you must create an account (“ACCOUNT”) by providing necessary
information when registering (“REGISTRATION DATA”) and accept the Terms.

2.1 REGISTRATION DATA. In registering for the Services, you agree to (1) provide
true, current, and complete Registration Data; and (2) maintain and promptly
update the Registration Data to keep it true, current, and complete. You are
responsible for all activities that occur under your Account. You may not share
your Account or password with anyone, and you agree to notify Instructure
immediately of any unauthorized use of your password or any other breach of
security. You agree not to create or access an Account using a false identity or
information, or on behalf of someone other than yourself. You agree that you
shall not have more than one Account at any given time. You agree not to create
an Account or use the Instructure Properties if you have been previously removed
by Instructure, or if you have been previously banned from any of the
Instructure Properties.

2.2 NECESSARY EQUIPMENT AND SOFTWARE. You must provide all equipment and
software necessary to connect to the Instructure Properties, including but not
limited to, a mobile device that is suitable to connect with and use the
Application. You are solely responsible for any fees, including Internet
connection or mobile fees, that you incur when accessing the Instructure
Properties.

3. RESPONSIBILITY FOR CONTENT.

3.1 TYPES OF CONTENT. You acknowledge that all Content, including the
Instructure Properties, is the sole responsibility of the party from whom such
Content originated. This means that you, and not Instructure, are entirely
responsible for all Content that you upload, post, e-mail, transmit or otherwise
make available (“MAKE AVAILABLE”) through the Instructure Properties (“YOUR
CONTENT”). Other Users of the Instructure Properties, and not Instructure, are
similarly responsible for all Content such other Users Make Available through
the Instructure Properties (“USER CONTENT”).

3.2 NO OBLIGATION TO PRE-SCREEN CONTENT. You acknowledge that Instructure has no
obligation to pre-screen Content (including, but not limited to, Your Content
and User Content), although Instructure reserves the right in its sole
discretion to pre-screen, refuse, or remove any Content that (1) violates any
law or regulation, (2) violates these Terms, including the User Code of Conduct
set forth in Section 4.4 hereof, and/or (3) otherwise creates liability for
Instructure.

4. OWNERSHIP.

4.1 INSTRUCTURE PROPERTIES. Except with respect to Your Content and User
Content, you agree that Instructure and its suppliers own all rights, title and
interest in the Instructure Properties. Instructure’s name and other related
graphics, logos, service marks and trade names used on or in connection with the
Instructure Properties are the trademarks of Instructure and may not be used
without permission in connection with any third-party products or services.
Other trademarks, service marks and trade names that may appear on or in the
Instructure Properties are the property of their respective owners.

4.2 YOUR CONTENT. Your Content shall at all times remain your sole property and
you agree that you have no right, title or interest in or to any other Content
that appears on or in the Instructure Properties. You represent that you have
all necessary right, power and authority to post Your Content to the Instructure
Properties. You agree to allow Instructure and its applicable contractors to
freely host, reproduce, transmit, modify, display and otherwise use Your Content
(in whole or in part) as reasonably necessary to provide the Services to you,
and in accordance with Instructure’s agreement with your Entity, if applicable.

4.3 YOUR ACCOUNT. Notwithstanding anything contained herein to the contrary, by
submitting Your Content to any forums, comments or any other area on or in the
Instructure Properties, you hereby expressly permit Instructure to identify you
by your username as the contributor of Your Content in any publication in any
form, media, or technology now known or later developed in connection with Your
Content.

4.4 USER CODE OF CONDUCT. As a condition of use, you agree not to use the
Instructure Properties for any purpose that is prohibited by the Terms or by
applicable law. Do not post, or permit others to post, content on the
Instructure Properties or on your profile that (i) encourages illegal
activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or
threatens others; (iii) violates the copyright or intellectual property or
privacy rights of others; (iv) contains obscene, vulgar, pornographic, or
libelous material; (v) harms or impersonates others, including other Users; or
(vi) advertises or sells a product or service. Do not reproduce content from
your Course or other Learners unless allowed by the express copyright terms laid
out by the Instructor (e.g. Creative Commons). Do not share the solutions to
assignments with others unless this is expressly authorized by the Instructor.
Do not submit the work of others as your own work. Respect the privacy of other
Users. Respect the diversity of opinions and cultures that will be presented by
other Users. Do not attempt or engage in, any potentially harmful acts that are
directed against the Instructure Properties, including but not limited to
violating or attempting to violate any security features of the Instructure
Properties, introducing viruses, worms, or similar harmful code into the
Instructure Properties, or interfering or attempting to interfere with use of
the Instructure Properties by any other user, host or network, including by
means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the
Instructure Properties. If you believe that someone has violated this code of
conduct, begin by notifying the Instructor of the Course. If the issue is not
addressed by the Instructor to your satisfaction,
contact conduct@canvas.net with your concerns.

4.5 FEEDBACK. You agree that submission of any ideas, suggestions, documents,
and/or proposals to Instructure through its suggestion, feedback, wiki, forum or
similar pages (“FEEDBACK”) is at your own risk and that Instructure has no
obligations (including without limitation obligations of confidentiality) with
respect to such Feedback. You represent and warrant that you have all rights
necessary to submit the Feedback. You hereby grant to Instructure a fully paid,
royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully
sublicensable right and license to use, reproduce, perform, display, distribute,
adapt, modify, re-format, create derivative works of, and otherwise commercially
or non-commercially exploit in any manner, any and all Feedback, and to
sublicense the foregoing rights, in connection with the operation and
maintenance of the Instructure Properties.

5. INVESTIGATIONS. Instructure may, but is not obligated to, monitor or review
the Instructure Properties and Content at any time. Without limiting the
foregoing, Instructure shall have the right, in its sole discretion, to remove
any of Your Content for any reason (or no reason), including if such Content
violates the Terms or any applicable law. Although Instructure does not
generally monitor user activity occurring in connection with the Instructure
Properties, if Instructure becomes aware of any possible violations by you of
any provision of the Terms, Instructure reserves the right to investigate such
violations, and Instructure may, at its sole discretion, terminate your license
to use the Instructure Properties, or change, alter or remove Your Content, in
whole or in part.

6. INTERACTIONS WITH OTHER USERS.

6.1 USER RESPONSIBILITY. You are solely responsible for your interactions with
other Users of the Services and any other parties with whom you interact through
the Services; provided, however, that Instructure reserves the right, but has no
obligation, to intercede in disputes among Users. You agree that Instructure
will not be responsible for any liabilities incurred as the result of such
interaction.

6.2 CONTENT PROVIDED BY OTHER USERS. The Instructure Properties may contain User
Content provided by other Users. Instructure is not responsible for and does not
control User Content. Instructure has no obligation to review or monitor, and
does not approve, endorse or make any representations or warranties with respect
to User Content. You use all User Content and interact with other Users at your
own risk.

7. THIRD-PARTY WEBSITES.

7.1 THIRD-PARTY WEBSITES. The Instructure Properties may contain links to
third-party websites (“THIRD-PARTY WEBSITES”). When you click on a link to a
Third-Party Website, we will not warn you that you have left the Instructure
Properties and are subject to separate terms and conditions or privacy policies.
Such Third-Party Websites are not under the control of Instructure. Instructure
is not responsible for any Third-Party Websites and does not review, approve,
monitor, endorse, warrant, or make any representations with respect to
Third-Party Websites, or their products or services. You use all links in
Third-Party Websites at your own risk. You should review applicable terms and
policies, including privacy and data gathering practices, of any Third-Party
Websites, and should make whatever investigation you feel necessary or
appropriate before proceeding with any transaction with any third-party.

7.2 APP STORES. You acknowledge and agree that the availability of the
Application and the Services is dependent on the third-party from which you
received the Application, e.g., the Apple or Android app stores.

8. INDEMNIFICATION. You agree to indemnify, defend, and hold Instructure, its
parents, subsidiaries, affiliates, officers, employees, agents, partners and
licensors (collectively the “INSTRUCTURE PARTIES”) harmless from any losses,
costs, liabilities and expenses (including reasonable attorneys’ fees) relating
to or arising out of: (a) Your Content; (b) your use of, or inability to use,
the Instructure Properties; (c) your violation of the Terms; (d) your violation
of any rights of another party, including any User; or (e) your violation of any
applicable laws, rules or regulations. Instructure reserves the right, at its
own cost, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will fully cooperate with
Instructure in asserting any available defenses. You agree that the provisions
in this section will survive any termination of your Account, the Terms, or your
access to the Instructure Properties.

9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE
EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE INSTRUCTURE PROPERTIES IS AT
YOUR SOLE RISK, AND THE INSTRUCTURE PROPERTIES ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS, WITH ALL FAULTS. INSTRUCTURE PARTIES EXPRESSLY DISCLAIM
ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
INSTRUCTURE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE
INSTRUCTURE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE
INSTRUCTURE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3)
THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INSTRUCTURE PROPERTIES WILL BE
ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE INSTRUCTURE PROPERTIES WILL BE
CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE
INSTRUCTURE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT
LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE
INSTRUCTURE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH
CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER
DISRUPTIONS. INSTRUCTURE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH
RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY,
EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE
OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INSTRUCTURE OR THROUGH
THE INSTRUCTURE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10. LIMITATION OF LIABILITY.

10.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT
SHALL INSTRUCTURE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
INSTRUCTURE PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT INSTRUCTURE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY
INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR
FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE
INSTRUCTURE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE
OR INABILITY TO USE THE INSTRUCTURE PROPERTIES; (2) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR
SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED
INTO THROUGH THE INSTRUCTURE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY
THIRD-PARTY ON INSTRUCTURE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE
INSTRUCTURE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

10.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL INSTRUCTURE PARTIES BE LIABLE
TO YOU FOR MORE THAN THE ANY AMOUNTS RECEIVED BY INSTRUCTURE AS A RESULT OF YOUR
USE OF THE INSTRUCTURE PROPERTIES IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU
HAVE NOT PAID INSTRUCTURE ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM,
INSTRUCTURE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE FIFTY DOLLARS ($50).

10.3 USER CONTENT. INSTRUCTURE PARTIES ASSUME NO RESPONSIBILITY FOR THE
TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING,
BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR
PERSONALIZATION SETTINGS.

10.4 NO LIABILITY FOR CONDUCT OF THIRD PARTIES OR OTHER USERS. YOU ACKNOWLEDGE
AND AGREE THAT INSTRUCTURE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO
HOLD INSTRUCTURE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING
OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES
RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR
COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE INSTRUCTURE PROPERTIES.
YOU UNDERSTAND THAT INSTRUCTURE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE
STATEMENTS OF USERS OF THE INSTRUCTURE PROPERTIES.

10.5 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INSTRUCTURE AND YOU.

11. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Instructure’s
policy to terminate membership privileges of any User who repeatedly infringes
copyright upon prompt notification to Instructure by the copyright owner or the
copyright owner’s legal agent. Without limiting the foregoing, if you believe
that your work has been copied and posted on the Instructure Properties in a way
that constitutes copyright infringement, please provide our Copyright Agent with
the following information: (1) an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright interest; (2) a
description of the copyrighted work that you claim has been infringed; (3) a
description of the location on the Instructure Properties of the material that
you claim is infringing; (4) your address, telephone number and e-mail address;
(5) a written statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent or the law; (6)
a statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright owner or authorized to
act on the copyright owner’s behalf. Contact information for Instructure’s
Copyright Agent for notice of claims of copyright infringement is as follows:
Howard Baik; 6330 South 3000 East, Suite 700, Salt Lake City, UT
84121; legal@instructure.com.

12. TERM AND TERMINATION.

12.1 TERM. The Terms commence on the date when you accept them (as described in
the preamble above) and remain in full force and effect while you use the
Instructure Properties, unless terminated earlier in accordance with the Terms.

12.2 TERMINATION OF SERVICES BY INSTRUCTURE. If you have breached any provision
of the Terms, or if Instructure is required to do so by law (e.g., where the
provision of the Website, the Application, or the Services is, or becomes,
unlawful), Instructure has the right to suspend or terminate any Services
provided to you or to delete any of Your Content. You agree that all
terminations for cause shall be made in Instructure’s sole discretion and that
Instructure shall not be liable to you or any third-party for any termination of
your Account. Termination of any Service includes removal of access to such
Service and barring of further use of the Service. Termination of all Services
also may include deletion of your password and all related information, files
and Content associated with or inside your Account (or any part thereof),
including Your Content. Upon termination of any Service, your right to use such
Service will automatically terminate immediately. Instructure will not have any
liability whatsoever to you for any suspension or termination, including for
deletion of Your Content. All provisions of the Terms which by their nature
should survive, shall survive termination of Services, including without
limitation, ownership provisions, warranty disclaimers, and limitation of
liability.

13. GENERAL PROVISIONS.

13.1 ELECTRONIC COMMUNICATIONS. The communications between you and Instructure
use electronic means, whether you visit the Instructure Properties or send
Instructure e-mails, or whether Instructure posts notices on the Instructure
Properties or communicates with you via e-mail. For contractual purposes, you
(1) consent to receive communications from Instructure in an electronic form;
and (2) agree that all terms and conditions, agreements, notices, disclosures,
and other communications that Instructure provides to you electronically satisfy
any legal requirement that such communications would satisfy if it were to be in
writing. The foregoing does not affect any statutory rights you may have.

13.2 RELEASE. You hereby release Instructure Parties and their successors from
claims, demands, any and all losses, damages, rights, and actions of any kind,
including personal injuries, death, and property damage, that is either directly
or indirectly related to or arises from any interactions with or conduct of
other Website Users or third-party websites of any kind arising in connection
with or as a result of the Terms or your use of the Instructure Properties. If
you are a California resident, you hereby waive California Civil Code Section
1542, which states, “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which, if known by him must have materially affected his settlement
with the debtor.”

13.3 ASSIGNMENT. The Terms, and your rights and obligations hereunder, may not
be assigned, subcontracted, delegated, or otherwise transferred by you without
Instructure’s prior written consent, and any attempted assignment, subcontract,
delegation, or transfer in violation of the foregoing will be null and void.
Instructure may assign its rights and obligations under these Terms to a third
party without your consent.

13.4 FORCE MAJEURE. Instructure shall not be liable for any delay or failure to
perform resulting from causes outside its reasonable control, including, but not
limited to, acts of God, war, terrorism, riots, embargos, acts of civil or
military authorities, fire, floods, accidents, strikes or shortages of
transportation facilities, fuel, energy, labor or materials.

13.5 COMPLIANCE. If you believe that Instructure has not adhered to the Terms,
please contact Instructure by emailing us at legal@instructure.com. We will do
our best to address your concerns. If you feel that your complaint has been
addressed incompletely, we invite you to let us know for further investigation.

13.6 GOVERNING LAW; JURISDICTION. Unless otherwise required by applicable law,
the Terms and any action related thereto will be governed and interpreted by and
under the laws of the State of Utah, without giving effect to any conflicts of
law principles that provide for the application of the law of another
jurisdiction. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to the Terms. Any claim, dispute, or action
arising, directly or indirectly, to the Terms shall be litigated in the state or
federal courts located in Salt Lake County, Utah and the parties hereto agree to
submit to the personal jurisdiction of such courts.

13.7 NOTICE. Where Instructure requires that you provide an e-mail address to
access certain features of the Instructure Properties, you are responsible for
providing Instructure with your most current e-mail address. In the event that
the last e-mail address you provided to Instructure is not valid, or for any
reason is not capable of delivering to you any notices required/ permitted by
the Terms, Instructure’s dispatch of the e-mail containing such notice will
nonetheless constitute effective notice. You may give notice to Instructure at
the following address: Attn: Legal Department, 6330 South 3000 East, Suite 700,
Salt Lake City, UT 84121. Such notice shall be deemed given when received by
Instructure by letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail at the above address.

13.8 WAIVER. Any waiver or failure by Instructure to enforce any provision of
the Terms on one occasion will not be deemed a waiver of any other provision or
of such provision on any other occasion.

13.9 SEVERABILITY. If any provision of the Terms is, for any reason, held to be
invalid or unenforceable, the other provisions of the Terms will remain
enforceable, and the invalid or unenforceable provision will be deemed modified
so that it is valid and enforceable to the maximum extent permitted by law.

13.10 ENTIRE AGREEMENT. The Terms are the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between the parties with respect to
such subject matter.

These terms of use govern unless your institution has negotiated a set of terms
of use with Instructure. Please check with your institution if there are any
questions.

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