This Elevate Product Supplement applies to and governs Instructure’s Service identified on the Order Form as Elevate Data Sync. “Platform” means Instructure’s proprietary software platform, and all enhancements thereof, that allows for the integration of the Customer Product with a SIS.
Definitions.
“Customer Product” means the application or system which Customer intends to integrate with the Platform.
“Customer Product Components” means the individual parts, programs and supporting tools that make up the Customer Product.
“End Organization” means any school, school district, college, university, other education agency, or other organization. The End Organization may be (i) the Customer or (ii) a different party that Customer indicates to Instructure that receives or is to receive the Customer Product and which has been designated by Customer to provide Customer with its End Organization Data via the Platform, and which has authorized Instructure to collect and store such End Organization Data and provide the End Organization Data to Customer.
“End Organization Data” means all information and data pertaining to the End Organization and/or its end users that is transmitted to, received by, or processed by Instructure under this Agreement.
“Integration Solution” means an eco-system of multiple software products and related components provided by both parties that enables Customer Product to provide, facilitate, transfer and receive data to and from SISs.
“Instructure Components” means the Instructure-provided connectors, integrations and other software products.
“SIS” means the End Organization’s student information system or other authoritative source of data regarding students, staff, courses and rosters.
Use of Platform. Subject to the terms and conditions contained herein and/or in the Order Form, and Customer’s compliance therewith, Customer may during the Term, (a) access and use the Platform and (b) access and use the Instructure Components as components of the Integration Solution. If applicable, Customer grants Instructure a revocable, limited, non-exclusive, and non-transferable license to (a) access and use any API or other interface provided by Customer and (b) access and use the Customer Product Components as components of the Integration Solution. Customer shall not assign or sublicense the Platform or the Instructure Components except for the purposes of creating accounts for the End Organization and as otherwise set forth in this Agreement and the Order Form. Instructure shall not assign or sublicense the Customer Product or the Customer Product Components except for the purposes of exchanging data and as otherwise set forth in this Agreement and the Order form.
End Organization Data. Customer agrees that End Organization Data remains the property of the End Organization. Customer understands that its connection to End Organization Data will not be established until the End Organization takes some affirmative technical action to provide that access (such as providing API keys, connecting a SIF agent or authorizing an Instructure platform integration), and that at all times the End Organization will retain the right and power to disable or limit Customer’s access to End Organization Data in the Platform. Customer agrees to abide by all data privacy laws applicable to the End Organization Data and, where applicable, acknowledges that its use of End Organization Data is also governed by Customer’s own agreements directly with the End Organization.
Consents. Customer hereby represents and warrants that it owns or otherwise has and will have throughout the term of this Agreement the necessary rights and consents in and relating to End Organization Data so that Instructure and its subcontractor’s access and use of the End Organization Data in accordance with this Agreement and the Order Form do not violate any privacy or other rights of any third party or violate any applicable law. It is the Customer’s responsibility to ensure that the End Organization (and their end users where applicable) has authorized Instructure to collect and store such End Organization Data and provide the End Organization Data to Customer.
Suspension. Instructure may, directly or indirectly, suspend, terminate, or otherwise deny access to or use of all or any part of the Platform or Instructure components, without incurring any resulting obligation or liability, if Customer or an End Organization or end user accessed or used the Platform, or Instructure Components beyond the scope of Platform use set out in Section 2 above or for a purpose not authorized under this Agreement. This section does not limit any of Instructure’s other rights or remedies, whether at law, in equity, or under this Agreement.