Terms of Service

Effective date: August 2, 2022

Definitions

An “Account” represents a Customer’s Subscription account in connection with the permitted use or access by Customers Users of the Platform or Services subject to the terms contained herein, including attachments, exhibits, or addenda.
A “User Account” represents an individual User’s authorization provided by Customer and Instruqt to log in to and use the Service on Instruqt’s Platform and serves as a User’s identity on Instruqt.“Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate. A User Account can be a member of any number of Organizations.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, a party to this Agreement. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent or more of the voting equity securities or other equivalent voting interests of an entity.
The “Agreement” refers, collectively, to all the terms,

conditions, notices contained or referenced in this document (the “Terms of Service” or the “Terms“) and any related “Order” and all other operating rules, policies (including the Instruqt Privacy Policy available at https://instruqt.com/privacy/) and any other procedures and policies that Instruqt may publish from time to time on the Website.

“Cloud Resources” refer to the usage of Google Cloud Projects, AWS Accounts and/or other Cloud Service Providers that are generally available to Instruqt’s Customers.
“Confidential Information” means the proprietary information exchanged between the parties that is: (i) marked “confidential” or “proprietary” at the time of disclosure by the disclosing party; or (ii) by its nature or content reasonably distinguishable as confidential or proprietary to the receiving party. Such proprietary information includes, without limitation: information (tangible or intangible) regarding a party’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. Confidential Information excludes information: (i) that the recipient already lawfully knew; (ii) that becomes public through no fault of the recipient; (iii) that was independently developed by the recipient; or (iv) that was rightfully obtained by the recipient from a third party.
Content” refers to content featured or displayed through the Platform, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Platform or otherwise, available through the Service. “Content” also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by Instruqt’s Users.
“GBhr” means the product of the amount of memory a track uses (measured in GB’s) times the duration that track is available to a User (measured in hours).
“Infrastructure costs” means the costs for the environment needed to spin up User’s technology/software, such as but not limited to Virtual Machines and Containers.
“Instruqt” refers to Instruqt, B.V., as well as Instruqt’s Affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
“Intellectual Property Rights” means all right, title, and interest in and to all worldwide patent rights, copyrights, and trademarks (including any applications) and all other intellectual property or proprietary rights.
“Output” means any reports, deliverables, or other output of the Service.
“Play” means when a User starts or restarts a Track.
The “Platform” refers to Instruqt-owned subdomains of instruqt.com, such as play.instruqt.com.
The “Service” refers to the applications, software, products, and services provided by Instruqt to gain access to Instruqt’s Platform.
“Topic” means a set of Tracks. “User Topics” are

Topics that User creates or owns.

“Track” means a set of challenges in which Users can participate to improve their proficiency in using certain software solutions. Tracks make use of Content and are provided on the Platform. “User Tracks” are Tracks that User creates or owns.
“Track Sandbox Environment” means the definition of the environment that is made available to Users when playing a Track. A Sandbox consist of Containers, Virtual Machines and Cloud Resources.
“The Customer,” refers to the individual person, company, or organization that has visited or is using the Platform or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. Special terms may apply for business or government Accounts (See Section 2.5: Additional Terms).
“The End-User”, refers to the individual person consuming any content by the Customer.
The “Website” refers to Instruqt’s website located at https://instruqt.com, and all Content, services, and products provided by Instruqt at or through the Website or the Platform. Occasionally, websites owned by Instruqt may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

2. Account Terms

The account will be controlled by:

Subject to these Terms, a User retains ultimate administrative control over the User Account and the Content within it.
The “owner” of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If the User is the owner of an Organization under these Terms, Instruqt considers the User responsible for the actions that are performed on or through that Organization.

The User must provide a valid email address in order to complete the signup process.
Instruqt has a few simple rules for User Accounts on Instruqt’s Platform.
One person or legal entity may maintain no more than one free Account.
The User’s login may only be used by one person — i.e., a single login may not be shared by multiple people.

The User is responsible for keeping User’s Account secure while User uses Instruqt’s Platform. Instruqt offers tools to help User maintain User Account’s security, but the content of User’s Account and its security are up to User.
User is responsible for all content posted and activity that occurs under User’s Account (even when content is posted by others who have Accounts under User’s Account).
User is responsible for maintaining the security of User’s Account and password. Instruqt cannot and will not be liable for any loss or damage from User’s failure to comply with this security obligation.
User will promptly notify Instruqt if User becomes aware of any unauthorized use of, or access to, Instruqt’s Service through User’s Account, including any unauthorized use of User’s password or Account.

In some situations, third parties’ terms may apply to User’s use of Instruqt. In case of any inconsistencies between these Terms and third-party terms Instruqt’s Terms will always prevail, unless otherwise agreed to in advance and in writing by Customer and Instruqt.

3. Usage

User’s use of the Platform and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in User’s jurisdiction.
User agrees that User will not under any circumstances upload, post, host, or transmit any content that, but not limited to:

is unlawful or promotes unlawful activities;
is or contains obscene content;
is libelous, defamatory or fraudulent;
is discriminatory or abusive toward any individual or group;
contains or installs any active malware or exploits, or uses Instruqt’s platform for exploit delivery (such as part of a command-and-control system); or
infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

While using Instruqt’s Platform and/or Service, User agrees that User will not under any circumstances:
harass, abuse, threaten, or incite violence towards any individual or group, including Instruqt employees, officers, and agents, or other Instruqt Users;
use Instruqt’s servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through Instruqt’s servers;
attempt to disrupt or tamper with Instruqt’s servers in ways that could harm Instruqt’s Platform or Service, to place undue burden on Instruqt’s servers through automated means, or to access Instruqt’s Service in ways that exceeds User’s authorization;
impersonate any person or entity, including any of Instruqt’s employees or representatives, including through false association with Instruqt, or by fraudulently misrepresenting User’s identity or site’s purpose; or
violate the privacy of any third party, such as by posting another person’s personal information without consent.

User agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Instruqt’s express written permission.
Misuse of Instruqt Users’ Personal Information is prohibited. Any person, entity, or service collecting data from Instruqt must comply with the Instruqt Privacy Policy, particularly in regard to the collection of Instruqt’s Users’ Personal Information (as defined in the Instruqt Privacy Policy). If User collects any Instruqt User’s Personal Information from Instruqt, User agrees that User will only use the personal information User gathers for the purpose for which it has been authorized. User agrees that User will reasonably secure any Personal Information User has gathered from Instruqt, and User will respond promptly to complaints, removal requests, and “do not contact” requests from Instruqt or Instruqt Users.
If Instruqt determines the User’s resource usage to be significantly excessive (usage in volumes that negatively impacts the normal functioning of the Platform for User or other Users) in relation to other Instruqt customers, Instruqt reserves the right upon upfront notice within a reasonable period of time, to suspend the User’s Account or throttle User-Generated Content until the User can reduce its resource usage.
In the Usage of the Platform and the Service, the User agrees not to intentionally engage in activity that significantly harms any of Instruqt’s Users.

4. User-Generated Content

User may create or upload User-Generated Content while using the Service. User is solely responsible for the content of, and for any harm resulting from, any User-Generated Content that User posts, uploads, links to or otherwise makes available via the Service, regardless of the form of that Content. Instruqt is not responsible for any public display or misuse of User’s User-Generated Content.
Instruqt does not pre-screen User-Generated Content, but Instruqt has the right (though not the obligation) to refuse or remove any User-Generated Content that, in Instruqt’s sole discretion, violates any Instruqt terms or policies.
A User retains ownership of and responsibility for User-Generated Content. If User is posting anything User did not create itself or does not own the rights to, User agrees that User is responsible for any Content User posts; that User will only submit Content that User has the right to post; and that User will fully comply with any third party licenses relating to Content User posts.

Because a User retains ownership of and responsibility for all User-Generated Content, Instruqt needs the User to grant Instruqt — and other Instruqt Users — certain legal permissions, listed in Sections 4.4 — 4.6. These license grants apply to the User-Generated Content. The User understands that it will not receive any payment for any of the rights granted in Sections 4.4 — 4.6. The licenses the User grants to Instruqt will end when the User removes User-Generated Content from Instruqt’s servers.

Instruqt needs the legal right to do things like host User’s Content, publish it, and share it. User grants Instruqt and Instruqt’s legal successors the non-exclusive, paid-up license and right to use, store, parse, and display User-Generated Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to Instruqt’s database and make backups; show it to User and its users; parse it into a search index or otherwise analyse it on Instruqt’s servers; share it with user and its users; and perform it, in case the User-Generated Content is something like music or video. This license does not grant Instruqt the right to sell User-Generated Content or otherwise distribute or use it outside of Instruqt’s provision of the Service.
Any User-Generated Content User posts publicly, including Tracks, Topics, and contributions to other Users’ Content, may be viewed by others. By setting User’s Tracks and/or Topics to be viewed publicly, User agrees to allow others to view and Play User’s Tracks. If User is uploading Content User did not create or own, User is responsible for ensuring that the Content User uploads is licensed under terms that grant these permissions to other Instruqt Users.
User retains all moral rights to the User-Generated Content that User uploads, publishes, or submits to any part of the Service, including the rights of integrity and attribution. However, User waives these rights and agrees not to assert them against Instruqt, to enable Instruqt to reasonably exercise the rights granted in Section 4.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, the User grants Instruqt the rights Instruqt needs to use User’s Content without attribution and to make reasonable adaptations of User’s Content as necessary to render the Platform and provide the Service.

5. Private and Confidential Content

Some Accounts, such as paid Accounts, may have private content, which allow the User to control access to Content. Instruqt considers private content to be confidential to the User. Instruqt will protect the private content from unauthorized use, access, or disclosure in the same manner that Instruqt would use to protect Instruqt’s own confidential information of a similar nature and in no event with less than a reasonable degree of care and agrees not to disclose any Confidential Information except to its Affiliates, employees, and agents who need to know it and have agreed in writing to keep it confidential. Instruqt may also disclose Confidential Information to the extent required by law after: (a) providing reasonable notice to the User; (b) cooperating with the User to obtain injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect User’s Confidential Information; and (c) reasonably limiting the disclosure to the minimum amount that is legally required to be disclosed. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and User may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect User’s Confidential Information.
Instruqt employees may only access the private content in the following situations:

When access is required for support reasons.
When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability, and resilience of Instruqt’s systems and Service.

If Instruqt has reasonable reason to believe private content is in violation of the law or of these Terms, Instruqt has the right to access, review, and remove them. Additionally, Instruqt may be compelled by law to disclose the private content.

6. Copyright Infringement

If Customer believes that content on Instruqt’s Website violates Customer’s copyright, please contact Instruqt. If Customer is a copyright owner and Customer believes that content on Instruqt violates Customer’s rights, please contact Instruqt via email at support@instruqt.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, Customer shall consider legal uses such as fair use and licensed uses.

Instruqt shall terminate the Accounts of repeat infringers.

7. Intellectual Property Notice

Instruqt and Instruqt’s licensors, vendors, agents, and/or Instruqt’s content providers retain ownership of all intellectual property rights of any kind related to the Website, Platform and Service. Instruqt reserves all rights that are not expressly granted to User under this Agreement or by law. The look and feel of the Website, Platform and Service is copyright © of Instruqt B.V. All rights reserved. User may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Instruqt.

8. API terms‍

Abuse or excessively frequent requests to Instruqt via the API may result in the temporary or permanent suspension of User Account’s access to the API. Instruqt, in its sole discretion, will determine abuse or excessive usage of the API. Instruqt will make a reasonable attempt to warn User via email prior to suspension.

The User may not use the API to download data or Content from Instruqt for spamming purposes, including for the purposes of selling Instruqt users’ personal information, such as to recruiters, headhunters, and job boards.

If applicable, all use of the Instruqt API is subject to these Terms of Service and the Privacy Policy attached hereto, the specifics of which shall be set forth in the relevant Order Form executed by the parties under which Instruqt may offer subscription-based access to Instruqt’s API for those Users who require high-throughput access or access that would result in resale of Instruqt’s Service.

9. Payment

If User agrees to a subscription price, that will remain User’s price for the duration of the payment term; however, prices are subject to change at the end of a payment term. Upon expiration of the Term, Supplier may apply an indexation increase to its Subscription fee(s) or prices and may be indexed by Supplier during the term of this agreement in accordance with the derived CPI service price index of the previous year plus a maximum of 5% per each subsequent renewal term.
Billing Schedule; No Refunds

the Service is billed on a monthly basis and remains due for the full contract term. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period.
Usage will be billed after the month in which the usage As an example, the usage of January will be metered and billed on the invoice of February.

By agreeing to these Terms, User is allowing Instruqt to charge User’s on-file credit card, or other approved methods of payment for fees that User authorizes for Instruqt.
User is responsible for all fees, including taxes, associated with User’s use of the Service. By using the Service, User agrees to pay Instruqt any previously agreed-upon charge incurred in connection with User’s use of the Service. If User disputes the matter, contact Instruqt User is responsible for providing Instruqt with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

Cancellation and Termination

It is User’s responsibility to properly cancel User’s Account with Instruqt. Except when there’s a one-year agreement, User may cancel User’s Account at any time by sending Instruqt an email to support@instruqt.com. Instruqt will verify User’s identity before Instruqt closes User’s Account. Upon receipt of User’s cancellation notice, Instruqt will close User’s account per the end of the running month. Instruqt will not refund any fees paid.
Instruqt may retain and use User’s information as necessary to comply with Instruqt’s legal obligations, resolve disputes, and enforce User’s agreements, but barring legal requirements, Instruqt will delete User’s full profile and Content within 30 days of cancellation or termination (though some information may remain in encrypted backups). This information can’t be recovered once User’s Account is cancelled.

Upon request, Instruqt will make a reasonable effort to provide an Account owner with a copy of User’s lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. User must make this request within 30 days of cancellation, termination, or downgrade.

Instruqt has the right to suspend or terminate User’s access to all or any part of the Platform in case Client materially breaches these Terms such as non-payment of undisputed fees or abuse of Instruqt’s services or business model, effective immediately.
All provisions of this Agreement which by their nature should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Each party (as recipient) will either (i) return the other party’s Confidential Information in the same format it was received or in another industry-standard format; (ii) transfer the other party’s Confidential Information in an industry-standard format to a third party specified by the other party; or (iii) destroy it and certify destruction.

10. Communications with Instruqt

For contractual purposes, User (1) consents to receive communications from Instruqt in an electronic form via the email address User has submitted or via the Service; and (2) agrees that all Terms of Service, agreements, notices, disclosures, and other communications that Instruqt provides to User electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This section does not affect User’s non-waivable rights.
Communications made through email or Instruqt Support’s messaging system will not constitute legal notice to Instruqt or any of its officers, employees, agents, or representatives in any situation where such a notice to Instruqt is required by contract or any law or regulation. Legal notice to the receiving party must be in writing and served on the receiving party’s legal agent.

11. Disclaimer of Warranties

Except for the warranties provided herein, Instruqt represents and warrants that:

it will provide the Service in accordance with: (i) this Agreement (ii) the Service’s generally published specifications and (iii) the descriptions in any applicable Order. Instruqt further represents and warrants that it will perform any Professional Services when agreed upon in a SOW between parties in a timely, professional, and workmanlike manner.
the Service and Instruqt’s performance hereunder will comply at all times with all applicable laws, regulations, and orders, including those relating to Intellectual Property Rights, privacy, and data protection (“Laws”);

Without limiting this, Instruqt further expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security and accuracy.

Instruqt does not warrant that the Service will meet User’s requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected. The User assumes full responsibility and risk of loss resulting from User’s downloading and/or use of files, information, content or other material obtained from the Service.

12. Limitation of Liability

User understands and agrees that Instruqt will not be liable to User or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from but not limited to:

the use, disclosure, or display of User’s User-Generated Content;
User’s use or inability to use the Service;
any modification, price change, suspension or discontinuance of the Service;
the Service generally or the software or systems that make the Service available;
unauthorized access to or alterations of User’s transmissions or data;
statements or conduct of any third party on the Service;
any other user interactions that User inputs or receives through User’s use of the Service; or
any other matter relating to the Service.

Instruqt’s liability is limited to the amount actually paid or payable by User to Instruqt under these terms in the twelve (12) months immediately preceding any claim by User with a maximum of € 10.000,–, whether or not Instruqt has been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Instruqt will have no liability for any failure or delay due to matters beyond Instruqt’s reasonable control.

13. Release and Indemnification

If User has a dispute with one or more Users, User agrees to release Instruqt from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. User agrees to indemnify, defend, and hold Instruqt harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of User’s use of the Platform and the Service, including but not limited to User’s violation of this Agreement, provided that Instruqt (1) promptly gives User written notice of the claim, demand, suit or proceeding; (2) gives User sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that User may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Instruqt of all liability); and (3) provides to User all reasonable assistance, at User’s expense.

14. Changes to These Terms

Instruqt reserves the right, at Instruqt’s sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. Instruqt will notify Instruqt’s Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on Instruqt’s Website. For non-material modifications, User’s continued use of the Website constitutes agreement to Instruqt’s revisions of these Terms of Service. Instruqt reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

16. Miscellaneous

Except to the extent applicable law provides otherwise, this Agreement between User and Instruqt and any access to or use of the Platform or the Service are governed by the laws of The Netherlands, excluding its conflict of law rules and the UN Convention for the International Sale of Goods (CISG). Any dispute regarding this Agreement, or disputes arising from this Agreement, shall be subject to the exclusive jurisdiction of the court located within the city of Amsterdam, The Netherlands.
Instruqt may assign or delegate these Terms of Service and/or the Instruqt Privacy Policy, in whole or in part, to any person or entity at any time with or without User’s consent, including the license grant in Section 4.4. User may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without Instruqt’s prior written consent, and any unauthorized assignment and delegation by User is void.
Any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Instruqt to enforce any provision of this Agreement will not be considered a waiver of Instruqt’s right to enforce such provision. Parties rights under this Agreement will survive any termination of this Agreement.

These Terms of Service, together with the Instruqt Privacy Policy, represent the complete and exclusive statement of the agreement between User and Instruqt. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between User and Instruqt relating to the subject matter of these terms including any confidentiality or nondisclosure agreement.