Terms of Service
Updated as of: March 9, 2026
This Terms of Service (“Agreement”) is entered into as of the Effective Date (as defined below) between Disco Inc. and the Organization named in the applicable Order Form (as defined below). Any capitalized terms not otherwise defined in this Agreement shall have the meanings attributed to them in the Member Agreement (as defined below).
Disco and Organization are entering into this Agreement to provide for Organization’s direct purchase of Licenses (as defined below) for Members or Professional Services (as defined below) for use with Disco’s the AI first learning Platform .This Agreement along with our Privacy Policy and an associated Order Form whether placed on our website or otherwise agreed constitute a legally binding agreement between the parties.
1. Definitions:
1.1 “Applicable Law” means the law of the state or province in which the Organization is located.
1.2 “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms and conditions of this Agreement, Order Forms, Organization Data, Member Data (as defined in the Member Agreement), business and marketing plans, technology and technical information, Services designs, and business processes. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (d) is received from a third party without breach of any obligation owed to the Disclosing Party; or (e) is required to be disclosed by Applicable Law or legal proceedings.
1.3 “Deliverables” means any deliverables identified in an Order Form to be delivered in connection with Disco’s provision of Professional Services.
1.4 “Disco Content” means the interactive educational content (a) either (i) owned by Disco, or (ii) licensed to Disco by a third-party content partner; and (b) made available to the Organization and Members by Disco in the Learning Platform.
1.5 “Disco Content License” means a license granted to an Organization to access and use Disco Content as further described in the Order Form(s) and to permit Members to access and use such Content.
1.6 “Effective Date” means the effective date of the first Order Form entered into by Organization.
1.7 “Fees” means the fees set forth in an Order Form where the Organization agrees to pay for Licenses for Organization Members and, if applicable, Professional Services. Disco reserves the right to change the fees for Licenses and Professional Services at any time and from time to time; if Organization agrees to such changed fees, Organization and Disco shall execute an Order Form setting forth such changed fees.
1.8 “Free Services” means use of the Learning Platform which Disco makes available to the Organization free of charge
1.9 “Learning Content” is interactive digital content that an Organization makes available on the Learning Platform that is not Disco Content.
1.10 “Learning Platform” means the AI first learning Platform (whether the desktop or mobile version) offered by Disco.
1.11 “Learning Platform License” means a license granted to a Member to use the Learning Platform as further described in the Order Form(s).
1.12 “License” means a Learning Platform License and/or a Disco Content License, as further described in the Order Form(s).
1.13 “Malicious Code” means (a) any code, program, or sub-program the knowing or intended purpose or effect of which is to damage or maliciously interfere with the operation of a computer system containing the code, program, or sub-program, or to halt, disable, or interfere with the operation of the software, code, program, or sub-program, itself, or (b) any device, method, or token that permits any person to circumvent without authorization the normal security of any software or system containing the code.
1.14 “Members” shall mean either an Organization or a Member who has registered to use or access the Service and who has entered into a Member Agreement and who is over the age of majority in their jurisdiction.
1.15 “Member Account” means the account each Member is required to create in order to access and use the Services.
1.16 “Member Agreement” means the terms applicable to a Member’s use of the Services found at http://disco.co/member-agreement
1.17 “Order Form” means either (i) the Disco-issued order form executed by Organization and Disco for the purchase of (a) Licenses and (b) Professional Services by Organization or (ii) any website portal offered by Disco that allows for purchase of Licenses or Professional Services. For the purposes of clarity, “Order Form” does not include purchase orders, order forms, or terms and conditions issued by Organization.
1.18 “Organization” means the party identified in an Order Form who agrees to this Agreement. An Organization has administrative powers to create and delete a Learning Platform, add/remove Members, instruct, create or provide Learning Content. An Organization may delegate administrative rights to one or more Members.
1.19 “Organization Data” means (a) Confidential Information relating to the Organization’s relationship with Disco as set forth in this Agreement and Order Forms, and (b) Organization Member Data.
1.20 “Organization Member” means a Member who is an employee or contractor of Organization or someone who purchases a learning course from the Organization
1.21“Organization Member Data” means Personal Information (as defined in the Privacy Policy) of an Organization Member.
1.22 “Privacy Policy” means Disco’s then-current Privacy Policy found at https://privacy.disco.co/privacy-policy
1.23 “Services” means the Learning Platform and Disco Content, as further described in the Order Form(s).
1.24 “Professional Services” means the professional services offered by Disco from time to time that the Organization may elect to purchase as further described in the Order Form(s).
1.25 “Standard Technical Support Services” means the standard services provided to the Organization at no additional cost, as further described on Schedule A attached hereto.
1.26 “Terms of Use” means the Member Agreement and Privacy Policy, in each case as amended from time to time and as published at URL
2. Direct Organization Purchases:
2.1 Learning Platform Licenses: Organization shall execute an Order Form for the purchase of Licenses, and Disco shall issue Licenses to and make the Services available to the Members for the license periods set forth in the applicable Order Form and pursuant to the Terms of Use. In the event Organization requires additional Licenses, the parties shall execute an additional Order Form. Organization acknowledges and agrees that: (a) each Member shall be required to accept the Terms of Use when creating a Member Account and the Terms of Use shall govern each Member’s use of the Services; (b) Member Accounts are for use by designated Members only and cannot be shared or used by more than one Member and may not be transferred to new Members; and (c) Member Accounts for Organization Members cannot be used, provided to, or shared with a Disco competitor in order to (i) reverse engineer the Services, and, (ii) conduct any comparisons or competitive analysis of the Services.
2.2 Professional Services: Organization may execute an Order Form for the purchase of Professional Services, and Disco shall provide the number of hours of Professional Services set forth in the Order Form. Disco warrants that: (a) it and each of its employees, contractors, consultants, and subcontractors, if any, that it uses to provide and perform Professional Services has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the services in accordance with the Order Form; and (b) the Professional Services will be performed for and delivered to Organization in a good, diligent, workmanlike manner in accordance with industry standards. Disco’s ability to successfully perform the Professional Services is dependent upon Organization’s provision of timely information, access to resources, and participation. If through no fault or delay of Organization the Professional Services do not conform to the foregoing warranty, and Organization notifies Disco within sixty (60) days of Disco’s delivery of the Professional Services, Organization may require Disco to re-perform the non-conforming portions of the Professional Services. Organization hereby grants Disco permission to incorporate Organization’s trademarks and logos and Organization Confidential Information in any Deliverables solely for the purpose of providing the Professional Services to Organization. Disco hereby provides Organization with a limited, non-exclusive, non-transferable, and terminable license to use the Deliverables solely for Organization’s internal operations in connection with its authorized use of the Professional Services.
3. Responsibilities:
3.1 Disco shall: (a) comply with applicable laws in (i) performing its obligations under this Agreement and (ii) providing the Services, and, if Organization has purchased them, Professional Services; (b) provide the Standard Technical Support Services; (c) provide Organization with commercially reasonable notice of material changes to Services that materially impact functionality; (d) use commercially reasonable efforts to make the Services and Learning Platform available 24 hours a day, seven days a week, except for: (i) planned downtime, for which Disco shall give prior notice via the Learning Platform or (ii) any Force Majeure Event (as defined below); (e) except for the purposes of providing the Services and Professional Services as set forth in the Order Form(s), not use or modify Organization Data or disclose Organization Data to any other party; (f) handle Organization Data and Organization Member Data in accordance with the Privacy Policy; and (g) maintain the security of the Learning Platform and Organization Data and Organization Member Data.
3.2 Organization shall: (a) comply with applicable laws in performing its obligations under this Agreement and, as applicable, Order Forms; (b) be responsible for compliance with the Terms of Use by Organization Members; (c) have sole responsibility for the accuracy, quality, integrity, legality, and reliability of all Organization Data and Learning Content; (d) not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Services and, if applicable, Professional Services available to any third party, and use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services. Organization shall promptly notify Disco of any such unauthorized access or use; (e) grant, as of the Effective Date, Disco a non-exclusive license for the Term (and for 30 days thereafter) to use Organization Data and Learning Content as reasonably required to provide the Services and, if applicable, Professional Services; (f) use the Service to upload, collect, transmit, store, use or process, or ask Disco to obtain from third parties, any Organization Data or Member Data: (A) that Organization does not have the lawful right to copy, transmit, distribute, and display (B) for which Organization does not have the authority, consent or permission from the individual(s) to whom the Personal Information relates in accordance with applicable privacy legislation; (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (D) that is tortious, defamatory, obscene, or offensive; (E) that violates, or encourages any conduct that would violate, any applicable law or regulation (including applicable privacy and anti-spam legislation) or would give rise to civil or criminal liability; (F) is obscene, lewd, lascivious, violent, or otherwise objectionable; (G) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (H) displays material that exploits children, or otherwise exploits children under 18 years of age; or (I) is false or misleading; (g) use the Service to send any Malicious Code that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (h) continue to use the Service in a manner that interferes with or disrupts the integrity or performance of the Service following a notice from Disco of such use; (i) attempt to gain unauthorized access to the Service or its related systems or networks; (j) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service; (k) use any data mining, robots or similar data gathering or extraction methods (including electronic address harvesting); (l) access the Service for the purpose of building a similar or competitive Services or service or for the purpose of obtaining unauthorized access to the Service; or (m) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service.
4. Representations and Warranties:
4.1 Disco represents and warrants: (a) it has the authority to enter into this Agreement and Order Forms, and provide the Services and, if applicable, the Professional Services; (b) it will not use Organization Data, Learning Content, or Member Content to train or fine-tune any artificial intelligence (“AI”) or machine learning models. Disco’s representations are limited by any third-party AI provider’s compliance with their own data use terms. Disco’s representation regarding non-training use of Organization Data, Learning Content or Member Content is contingent on compliance by third-party AI providers with their published data-use policies. Disco will not intentionally permit AI training on Organization or Member Data. Disco may use aggregated, anonymized Usage Data solely for system optimization, analytics, and service improvement. Disco will make commercially reasonable efforts to respond to and remedy any such exceptions at the written request of Organization; and (c) Disco will scan and remediate the Services for any Malicious Code.
4.2 Organization represents and warrants: (a) it has the authority to enter into this Agreement and Order Forms; (b) it owns all rights, title, and interest in and to, or has a license to provide to Disco, all Organization Data and the Learning Content; (c) it is authorized to use Organization Member Data; (d) it has all necessary consents required to share any Organization Member Data with Disco to enable Disco to provide the Services and, if applicable, the Professional Services. (e) that it will maintain legally-adequate privacy policies and provide all required disclosures to its Members; (f) that it will maintain legally-adequate terms of service (or similar) and provide all required disclosures; and (g) obtain all necessary rights, releases, and consents to allow Member Data to be collected, used, and disclosed in the manner contemplated by the Member Agreement.
5. Fees: Organization shall pay Disco the Fees within 30 days following receipt of invoice or as specified in an Order Form. Fees are payable in United States dollars, unless otherwise expressly set forth in the Order Form. There are no refunds for Fees except as otherwise provided under this Agreement. Unless otherwise stated, the Fees do not include any direct or indirect local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes “). Organization is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Disco’s net income or property. If Disco has the legal obligation to pay or collect Taxes for which Organization is responsible under this section, the appropriate amount shall be invoiced to and paid by Organization, unless Organization provides Disco with a valid tax exemption certificate authorized by the appropriate taxing authority. Organization shall send such certificate to legal@disco.co. Organization acknowledges and agrees that until such time as Disco receives such certificate it shall continue to invoice Organization for such Taxes and Organization shall pay such Taxes. If Organization’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Disco reserves the right to suspend the Licenses and, if applicable, Professional Services until such amounts are paid in full.
6. Proprietary Rights: Except as otherwise provided herein: (a) Disco reserves all rights, title, and interest in and to the Services (including Usage Data defined below) and, if applicable, the Professional Services and Deliverables, including, without limitation, all related intellectual property rights; and (b) Organization owns and shall retain all right, title, and interest, including all intellectual property rights, in the Organization Data and Learning Content or any Organization Confidential Information incorporated into the Deliverables in connection with the provision of the Professional Services. Notwithstanding any other provision of this Agreement: (a) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Disco to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Organization, on the same terms as the Deliverables or as otherwise agreed by Organization; and (b) the term “Deliverables” shall not include the Tools. Tools are Disco Confidential Information. No other rights are granted to Organization hereunder other than as expressly set forth herein. Disco shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by Organization or Members relating to the Services and Professional Services. Disco may only disclose Usage Data in the aggregate and in an anonymized fashion so that it is not possible to identify Organization or any Member. “Usage Data” means all metadata and navigational, transactional, computer (e.g., IP address and browser), statistical, analytical, and similar data collected, generated, or derived from the use of the Services by Organization and Members.
7. Confidentiality: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Organization acknowledges and agrees that Deliverables and Services are Disco Confidential Information and Organization may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license, sublicense or grant a security interest in all or any portion of the Deliverables or Services. The Receiving Party agrees to protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the Receiving Party is compelled by applicable law, including without limitation state, provincial or federal freedom of information acts applicable to Organization, to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
8. Disclaimers: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1 HEREOF, DISCO MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DISCO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND THAT THE CONTENT GENERATED THROUGH ANY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING-POWERED FUNCTIONALITY IN THE SERVICES AT ANY TIME AND FROM TIME TO TIME ACCURATELY REFLECTS REAL PEOPLE, PLACES, OR FACTS, AND ORGANIZATION MEMBERS SHOULD EVALUATE THE ACCURACY OF ANY SUCH CONTENT. EXCEPT AS PROVIDED HEREIN, THE SERVICES, STANDARD TECHNICAL SUPPORT SERVICES, PROFESSIONAL SERVICES, DELIVERABLES, AND/OR TOOLS ARE PROVIDED ON AN “AS IS” BASIS.
9. Indemnification:
9.1 Subject to this Agreement, Disco shall indemnify Organization against any damage (including reasonable attorneys’ fees) awarded to a third party against Organization by a court of competent jurisdiction in any proceedings made or brought against Organization by a third party alleging that the Services or the Professional Services infringe the Canadian or United States intellectual property rights of a third party (“IP Claims”). Such indemnification is condition on Organization (a) promptly giving written notice of each IP Claim to Disco; (b) giving Disco sole control of the defense and settlement of each IP Claim (provided that Disco may not settle or defend any IP Claim unless it unconditionally releases Organization of all liability); and (c) providing to Disco, at Disco’s cost, all reasonable assistance in respect to each IP Claim.
9.2 To the extent authorized by Applicable Law, Organization shall indemnify Disco against any damages (including reasonable attorneys’ fees) awarded to a third party against Disco by a court of competent jurisdiction in any proceedings made or brought against Disco by a third party arising from or related to this Agreement and attributable to the negligence of Organization or its officers or Organization Members.
9.3 The obligations in Sections 9.1 does not extend to (a) any claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Services with other Services, software or services not provided by Disco, (b) any claim related to any Organization Data, or (c) any claim related to any use or exercise of any other right in respect to the Services outside the scope of the rights granted in this Agreement.
10. Limitation of Liability:
10.1 IN NO EVENT SHALL DISCO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM ORGANIZATION HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY;
10.2 IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (III) ANY CLAIMS FOR NON-PAYMENT.
11. Term & Termination:
11.1 Term of Agreement and Order Form. This Agreement shall commence as of the Effective Date of an executed Order Form and shall continue in effect for the terms specified in an Order Form (the “Initial Term”). Thereafter, the term of the Agreement and the Order Form shall be renewed for additional one-year renewal terms (any such subsequent renewal terms referred to in this Agreement as a “Renewal Term”), by written agreement of renewal between the parties at the end of the Initial Term or any Renewal Term. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term.” Upon termination and request, Disco shall make Organization Data available for export for 60 days after termination or expiration via the current API. Thereafter, Disco shall delete Organization Data from its systems, except as required by law or to maintain audit logs.
11.2 Termination for Cause. A party may terminate this Agreement, including all Order Forms, for cause: (a) upon 30-days prior written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.3 Outstanding Fees. Termination shall not relieve Organization of the obligation to pay any Fees accrued or payable to Disco prior to the effective date of termination. If Fees remain unpaid for more than 60 days, Disco shall be entitled to remove any Organization Data.
11.4 Suspension Disco may suspend, or limit Organization’s access to or use of the Learning Platform or the Services, or any component thereof, without notice in order to: (i) prevent any misuse or abuse of the Service; (ii) prevent any damage to, or degradation of the integrity of Disco’s Learning Platform or Disco Service; (iii) comply with any law, regulation, court order, or other governmental request or order; or (iv) otherwise protect Disco from potential legal liability or harm to its reputation or business. Disco will use commercially reasonable efforts to notify Organization of the reasons for such limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Disco will promptly restore Organization's access to the Service as soon as the event giving rise to the limitation or suspension has been resolved, as determined in Disco’s sole discretion. Nothing contained in this Agreement will be construed so as to limit Disco’s ability to take action or invoke remedies, or act as a waiver of Disco’s rights in any way with respect to any of the foregoing activities. Disco will not be responsible for any loss or damages incurred by Organization as a result of any limitation, termination or suspension of access to or use of the Learning Platform or the Services under this Section.
12. General Provisions:
12.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2 Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld.
12.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given in the manner set forth in the Terms of Use; provided, however, that notice of any e-mail communication shall be deemed to be received 48 hours after an email is sent.
12.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 Governing Law. If Applicable Law requires any contract to which Organization is a party to be governed by the laws of such state or province then this Agreement shall be governed by the laws of such state or province. Otherwise, if Organization is: (a) located in Canada, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario; (b) located elsewhere, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, in each of (a) and (b) excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between Organization and Disco, Organization agrees to attempt to settle the dispute by engaging in good faith negotiations with Disco in a process of mediation before commencing litigation, or, if required by Applicable Law, arbitration.
12.7 Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including without limitation acts of God, wars, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labor problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, denial of service attacks, software or power systems not within a party’s possession or reasonable control (each, a “Force Majeure Event”); provided, however, that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
12.8 Entire Agreement. This Agreement, including all schedules, exhibits and addenda hereto, and the Terms of Use constitute(s) the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
12.9 Conflicts. To the extent of any conflict or inconsistency between this Agreement and any purchase order, order form, terms and conditions, or other document issued by Organization, the terms of this Agreement and applicable Order Form shall prevail.
12.10 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other Party; provided however, that Disco may assign this Agreement to its Affiliates or in connection with the sale of substantially all of its business, whether by the sale of assets, equity, or otherwise. Any assignment or purported assignment in violation of this Section 12.10 is null and void. This Agreement shall be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.
12.11 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 6 through 12.
12.12 Right to Update. Disco reserves the right to make changes, with or without prior notice and at any time and from time to time, to (a) the Services, and/or (b) this Agreement and the Privacy Policy.
12.13 Free Services. Notwithstanding anything to the contrary in this Agreement, Organization acknowledges that Free Services: (a) are governed by click-wrap acceptance (b) may not be supported and may be changed by Disco in its sole discretion at any time, including in a manner which reduces functionality or performance; (c) are not be subject to the same audits; (d) may be terminated by Disco at any time with immediate effect with or without notice for any reason and without liability to Disco of any kind; (e) are not subject to renewal; (f) are provided without any warranty or indemnification of any kind on the part of Disco; (g) Section 10.1 shall not be applicable, and Disco’s liability with respect to the Free Services shall not exceed $1,000; (h) may be assigned without Organization’s prior written consent; and (i) may be subject to additional terms and conditions, such as Disco’s web policies. Organization is solely responsible for exporting Organization Data from the Free Services prior to termination or expiration of Organization's access to the Free Services for any reason, provided that if Disco terminates the Organization’s access to the Free Services, except as required by law, Disco will provide Organization a reasonable opportunity to retrieve its Organization Data. You may be required to enter your billing information in order to sign up for the Free Services and with your explicit consent Free Services may be converted to a paid subscription model.
Schedule A
Standard Technical Support Services
Web and Email Support. Organization will have access to Disco’s technical support part of the Learning Platform and may use the available interfaces or by contacting support@disco.co, to submit service requests.
Incident Management. Disco will use commercially reasonable efforts to correct any reproducible failure of the Services to conform to its expected operation; provided that Disco will not have an obligation to provide a correction for non-material nonconformities.