Legal Center

Before getting started, please review the following terms (“OpenSesame Terms”). Unless you have licensed the use of our products in a separate agreement signed by us, these OpenSesame Terms govern your use of this website and the software and services made available here, and are a binding contract between OpenSesame Inc. (“OpenSesame”) and you (or the entity on whose behalf you are accepting these OpenSesame Terms). If your purchase includes a license to access and use Simon, CourseCloud, or Oro, you agree to the respective Terms for each, which are found below and incorporated into these terms. If you cannot agree to the applicable terms, please discontinue use of this website.

By agreeing to these OpenSesame Terms, you are also agreeing to the OpenSesame Privacy Policy.

You understand that OpenSesame can update these OpenSesame Terms, Simon Terms, CourseCloud Terms, Oro Terms, and/or the privacy policy by posting changes to this website. Your ongoing use of OpenSesame, Simon, CourseCloud, and/or Oro indicates that you accept any changes to the applicable terms.

This Section 2 applies only to online OpenSesame user accounts used to purchase Courses online.

You warrant and represent to OpenSesame that: (1) (a) You are not a minor, or (b) If you are between the ages of 13 and 17 that you have parental consent and agreement to use the OpenSesame marketplace; and (2) You have the legal right and ability, including all the ownership, license, proprietary, and other rights necessary to agree to and abide by these OpenSesame Terms (including, if you are agreeing to these OpenSesame Terms on behalf of an entity, that you have been duly authorized to bind such entity to these OpenSesame Terms and the terms of any Sales Order to which these OpenSesame Terms apply).

4. OPENSESAME COURSES.

OpenSesame agrees to provide elearning content (“Courses”), which are provided by third party content owners and licensors of such Courses (“Publishers”), and/or other services to you and your Affiliates in accordance with the specifications of each order, either entered into in writing between you and OpenSesame (each a “Sales Order”) or via purchase through our Marketplace (each an “Online Order”). As used herein, “Order” refers to both Sales Orders and Online Orders, as applicable. “Affiliate” as used herein mean any corporation, partnership, trust or other entity which either: (i) owns such party; (ii) is owned by such party; (iii) controls such party; (iv) is controlled by such party; or (v) is under the common control with such party by an Affiliate of both the entity and such party.

5. PAYMENT.

5.1. Fees. In consideration for the Courses to be provided by OpenSesame, you agree to pay OpenSesame in accordance with the fees for each Order. You are responsible to pay any applicable taxes, including sales tax. If your primary billing address is in a state where OpenSesame is legally required to collect sales tax, we will do so. If you purchase Courses pursuant to a Sales Order, we will add the appropriate sales tax to your invoice and collect sales tax. If sales tax is not specified on an invoice, you will self assess and pay any applicable sales tax. If payment for any undisputed invoice issued under a Sales Order is not received by OpenSesame within thirty (30) days from the due date of the invoice, OpenSesame reserves the right to charge a late fee equal to the lesser of (a) one percent (1%) of the total invoice amount and (b) the maximum amount allowed by applicable law. This late fee will accrue monthly on the outstanding invoice amount until the full payment, including any accrued late fees, is received by OpenSesame. The late fee is compounded monthly and will be added to subsequent invoices if the previous balance, including late fees, remains unpaid.

5.2. Payment. If you purchase Courses pursuant to an Online Order, you will be charged at the time of purchase via the payment method you provide, except, if applicable, as set forth in Section 6.4(c). If you purchase Courses pursuant to a Sales Order, Customer will pay all undisputed invoices for Courses in accordance with the payment terms set forth on the applicable Sales Order. All invoices will be sent to the billing contact described in each Sales Order and are payable in US Dollars.

5.3. Payment Terms. If you purchase Courses pursuant to a Sales Order, unless otherwise specified in a Sales Order, you will pay all undisputed invoices for Courses within ten (10) days. You shall be responsible for payment of OpenSesame’s reasonable attorney's fees and costs associated with OpenSesame’s efforts to collect undisputed payments due under the terms of a Sales Order or otherwise enforce its rights under these OpenSesame Terms.

6. LICENSES.

6.1. General. Courses are purchased subject to a non-exclusive license to use that Course consistent with the purchased license type described in the Order (“License Type”), as described in Section 6.4 (License Types). Ownership of all intellectual property rights, including all copyright, trademarks, designs and patents whether registered or unregistered, and all other intellectual property, software and goodwill relating to the Course will remain with OpenSesame and its Publishers. All Course seats are sold for single person usage only and not to be broadcast, or otherwise shared. OpenSesame reserves the right to terminate an Order if it determines that you or one of your users have violated the terms of these OpenSesame Terms and/or the applicable Sales Order.

6.2. Other Limitations. You will not: (a) allow minors to access the Courses or OpenSesame’s systems; (b) copy, record, edit or alter or otherwise interfere with the Courses provided by OpenSesame, including but not limited to: (i) use recording equipment to record during playback of the Courses; (ii) overlay the Courses with other audio, video or images or distorting the quality of the training programs; (iii) remove, edit or otherwise interfere with (or attempt to remove, edit or otherwise interfere with) any names, marks, logos or branding on the Courses; (iv) interfere with or disrupt (or attempt to interfere or disrupt) the proper operation of OpenSesame’s software, hardware, systems or networks or courses, including but not limited to transmitting files that may interrupt, damage, destroy or limit the functionality of any computer software, hardware, systems or networks, including (without limitation) corrupted files or files that contain viruses, trojans, worms, spyware or other malicious content, and will take reasonable care to avoid transmitting such files negligently; and (v) use any logo or brand name of OpenSesame or its Publishers for branding or marketing purposes, or in any public gathering, including for any presentation, unless otherwise provided explicit permission to do so by a Publisher or OpenSesame. Following termination of a license, you will delete from your system any archived materials printed or published for end users that have accessed such content during the term of such license.

6.3. Usage. You may not use a Course for any purpose other than for the purpose for which it has been provided and agree not to use Courses for illegal or inappropriate purposes, or allow usage other than in accordance with applicable law. In particular, you agree that you will not use the Courses to do any of the following: (a) convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature; (b) carry out any commercial business other than internal employee training; or (c) falsify the origin or source of any content or other material. Your right to access and use Courses may not be assigned, transferred or sublicensed.

6.4. License Types. Each individual Course purchased will be subject to one of the following license types. Each Order will clearly set forth the License Type, the initial length of the license (the “License Term”) and, where applicable, the number of users for which licenses are being purchased. Your particular purchase will not necessarily include all of these License Types, nor are you obligated to purchase any particular License Type.

6.5. Implementation. OpenSesame will deliver Course files for use in your standards compliant delivery platform. You are responsible for loading, categorizing, and assigning Courses. OpenSesame’s implementation obligations end once such course files are made available for download.

7. LIMITATION OF LIABILITY; INDEMNIFICATION.

7.1. Limitation of Liability. OpenSesame, and its Publishers, are not liable for, nor do OpenSesame and its Publishers warrant, the Courses provided. OpenSesame and its Publishers disclaim any and all responsibility or liability for the content, completeness, accuracy, legality, non-infringement, reliability, or availability of information or materials displayed on, or delivered. You are responsible for conducting your own research before choosing a Course. This is the case even in the event that you request assistance from OpenSesame in selecting Courses. OpenSesame's cumulative and sole liability for any claim will be limited to the fees paid and payable by you to OpenSesame over the 12-month period preceding the event that gave rise to such claim.

7.2. Indemnification. You shall indemnify, defend, and hold harmless OpenSesame and its Publishers, and their respective directors, officers, employees and agents, from and against any and all claims, actions, demands, settlements, fees, costs, damages, losses, liabilities and expenses of any type (including reasonable attorney’s fees and costs) (“Losses”) incurred by OpenSesame resulting from any third-party claim, suit, action, or proceeding in connection with your use of the Courses, including any related intellectual property, in breach of these OpenSesame Terms or any related Sales Order. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (in any event sufficient for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of OpenSesame at Customer’s expense.

7.3. No Consequential Damages. OPENSESAME SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THESE OPENSESAME TERMS OR THE EXERCISE OF ITS RIGHTS HEREUNDER, INCLUDING LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THESE OPENSESAME TERMS, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN THIS SECTION 7.3 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE OPENSESAME TERMS HAVE BEEN ENTERED INTO IN RELIANCE ON THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

8. COURSE SUBSTITUTIONS.

OpenSesame retains the right to substitute substantially similar Courses for those initially selected as necessary. OpenSesame also reserves the right to remove Courses from the OpenSesame marketplace. In the event that you purchase a Volume Purchase License and a purchased Course is removed, OpenSesame shall issue a pro rata refund of the purchase price for such Course. OpenSesame generally reserves the right to cancel an Order and refund your money for any reason, including the case where course pricing was published in error. Any Courses provided at no cost as part of a promotional program or the sales process may be removed or substituted at will.

9. DATA PROCESSING.

OpenSesame processes, manages, and stores personal information as defined in www.opensesame.com/privacy, and collects the minimum of personal identifying information possible. For Administrators who need access directly to the OpenSesame platform, OpenSesame collects first name, last name and business email address. For employees taking training through your learning management system (“LMS”), OpenSesame only collects the data that is provided by that LMS. Generally this is Student Name and Student ID. You may choose to not pass OpenSesame this information; however, that will limit OpenSesame’s ability to provide end user support and provide completion certificates. You agree that OpenSesame may transfer personal data to third parties for the purposes of delivering the Courses and related services. OpenSesame’s policy is to permanently anonymize student data in production 90 days after termination of all Orders. OpenSesame will be deemed to have provided any data processing notice required hereunder or under applicable law if such notice is delivered through its Trust Center. You may subscribe to Trust Center notifications at https://security.opensesame.com/.

10. ASSIGNMENT.

Neither these OpenSesame Terms nor any Order may be assigned by you or OpenSesame without the prior written consent of the other party, except in connection with the transfer of all or substantially all of your or OpenSesame’s business or assets. Any attempt to assign these OpenSesame Terms or any Order, or any rights, interests, or obligations hereunder in violation of this Section 10 shall be void and of no effect. These OpenSesame Terms shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns.

OpenSesame respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please flag the course on the relevant course page and select “copyright violation.”

12. PUBLICITY.

You agree, if requested, to supply your logo for inclusion on the OpenSesame website and printed marketing materials; to provide a customer testimonial for use on the OpenSesame website and printed marketing materials; and to provide such other marketing measures as separately agreed between the parties in writing.

13. CONFIDENTIALITY.

The parties agree to keep confidential all non-public information and materials they learn or obtain about the business, plans, practices, and policies of the other party. The receiving party will not disclose such information, or use it to benefit a third party, without the disclosing party’s prior written consent, unless such information or material becomes public knowledge as a result of lawful publication by someone other than the receiving party. This prohibition will survive for three (3) years following the termination of all licenses between the parties. Notwithstanding the foregoing, OpenSesame may disclose such information to third parties as necessary to exercise its rights and perform its obligations under these OpenSesame Terms and/or any Order, provided such third parties are similarly obligated to hold such information in confidence and prevented from using such information for any purpose other than providing the requested services to OpenSesame.

These OpenSesame Terms and all Orders shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of laws principles. The prevailing party in any suit or action hereunder shall be entitled to recover from the losing party all costs incurred by it in enforcing the performance of, or protecting its rights under, any part of these OpenSesame Terms, including reasonable costs of investigation and reasonable attorneys’ fees. The waiver of a breach of these OpenSesame Terms or any Order or the failure of a party to exercise any right under these OpenSesame Terms or any Order will in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under these OpenSesame Terms or any Order. If any of these terms are deemed unenforceable, then the remaining terms shall remain in full force and effect. OpenSesame is not responsible for any delay or failure in performance, and will be temporarily excused from performance under any Order in whole or in part for any period of time that it is prevented from performing its obligations, resulting directly or indirectly from an act of God, pandemic, governmental regulation or act, war, natural catastrophe, civil disobedience, court order, or other causes beyond OpenSesame’s reasonable control. Such non-performance will not constitute grounds for default. Legal correspondence must be sent via email to: legal-notices@opensesame.com. Termination notices will not be effective unless sent to this email address. If you are not a resident of the United States of America, then you agree to follow all applicable laws and local rules regarding the transmission of data from the United States and the country in which you live. If you believe you have witnessed an employee or representative of OpenSesame engaging in unethical or illegal conduct, please notify our legal team via email at legal-notices@opensesame.com or via our anonymous hotline at 833-222-4148. OpenSesame reserves the right to terminate any Orders upon written notice if it becomes aware that you are identified in connection with any applicable law or regulation contributing to the United States Consolidated Screening List or otherwise relating to export control compliance or anti-corruption. These OpenSesame Terms and any Orders constitute the entire agreement between you and OpenSesame. These OpenSesame Terms supersede any and all prior or contemporaneous proposals, understandings and agreements of the parties, and may not be amended except by a writing signed by an authorized representative of both parties. The terms in any customer-provided purchase order or business form will not amend or modify these OpenSesame Terms and/or any Order and are expressly rejected by OpenSesame; any of these customer-provided documents are for administrative purposes only and have no legal effect, even if signed by OpenSesame. Each party represents and warrants that the individual accepting any Online Order or executing any Sales Order on its behalf has been duly authorized to bind such Party to these OpenSesame Terms and any such Order.