If you have agreed to an off-line variant(pdf document) of this Agreement with the H5P.com sales team under the same H5P.com organization Account, the terms below do not apply to you, and the terms provided to you by the H5P.com sales team govern your use of H5P.com.
H5P.com SaaS license agreement
- H5P Group AS, a company incorporated in Norway (registration number 912 282 910) having its registered office at Strandgata 9, 9008 Tromsø (the "Provider or “H5P"); and
- The entity or person agreeing to these terms (the "Customer").
H5P and the Customer are collectively called the Parties. The Parties agree to the following terms which constitute the agreement “(Agreement”) between the Parties for the Services as defined below:
This Agreement is effective as of the date the Customer clicks to accept the Agreement, or accepts an offer, or pays an invoice referencing this Agreement. If you are accepting on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement. If you do not have the legal authority to bind the Customer, please do not click to accept this Agreement.
You may contact sales@h5p.com to request an offline variant of this Agreement, and also to request a site license agreement which isn't possible to purchase through our self serviced systems.
AGREEMENT
1. H5P.com Services and Grant of Use
H5P agrees to provide the Customer with a web application service called H5P.com and other applications made available to the Customer, including any material, duty, function, or task H5P provides, facilitates, makes available, or performs under this Agreement ("Services"). The Services include features and functionalities as described in the applicable documentation.
Upon the Effective Date, H5P shall permit the Customer and its authorized users to use the Services in a non-exclusive, non-transferable, time-limited manner (revoked upon termination) as set forth in this Agreement, according to the specified number of users and usage limits for the Customer’s business purposes (e.g., students and employees). Each author and learner account must be assigned to a single individual and is strictly limited to use by that individual only. Account credentials, including passwords, may not be shared or used by others. The Customer may increase its number of users by notifying H5P at Sales@h5p.com and paying the applicable fee. Failure to pay may result in termination of this Agreement by H5P.
2. Fees
The Provider will invoice the Customer monthly or yearly according to what the Customer chose during the purchase process, and at the monthly or yearly anniversary of the date of execution as long as this agreement remains in effect. Payment terms are net 30.
The price per term is based on the number of authors and learners in the Customer's quota, decided by the Customer during the purchase process. Author and learner accounts for H5P.com may not be shared. It is one author or learner account per person. Users are not allowed to share passwords or access in any way.
The Customer may also order these extra resources by sending an email to sales@h5p.com.
Price per extra GB of transfer: 0.15 USD
Price per extra GB of storage per year: 1 USD
Pricing Notes and Definitions
“Author” is a user model determined by the number of users who create and publish content interactives using the Services and the number of students accessing those content interactives.
3. Term and Termination
3.1 This Agreement shall become effective on the date it is accepted by the Customer ("Effective Date"). The initial term of this Agreement shall be one (1) year from the Effective Date and shall automatically renew for successive one-year periods on each anniversary of the Effective Date, unless terminated in accordance with the provisions of this Agreement. Either Party may terminate this Agreement effective at the end of the then-current term by providing the other Party with at least sixty (60) days' prior written notice. Either Party may terminate this Agreement immediately by providing written notice if:
a) The other Party commits a material breach of this Agreement which is incapable of remedy;
b) The other Party commits a material breach of this Agreement which is capable of remedy, but fails to cure such breach within thirty (30) days after receiving written notice specifying the breach and requiring its remedy; or
c) The other party persistently breaches this Agreement, regardless of whether such breaches collectively constitute a material breach.
3.2 H5P may suspend the provision of H5P.com if any amount due under this Agreement is overdue, and H5P has given the Customer at least thirty (30) days' prior written notice of its intention to suspend H5P.com services until payment is received.
4. H5P.com availability and prohibitions
H5P shall use reasonable commercial efforts to make the Services available at least 99.9% of the time per calendar month, excluding scheduled outages, maintenance windows, and other outages resulting from events beyond H5P’s control. Customer shall promptly report incidents to H5P that it considers downtime. H5P shall investigate and reasonably classify any reported outage/occurrences downtime. In making its classification, H5P shall rely solely upon its own statistics software and monitoring equipment. Customer acknowledges the Services may be unavailable to Customer from time to time due to scheduled downtime, maintenance windows, and unexpected outages. In such cases, H5P’s sole obligation is to use commercial efforts to promptly make the Services available to Customer.
The Customer must not use H5P.com in any way that: (a) causes or may cause damage to H5P.com or impairs its availability or accessibility; (b) is unlawful, illegal, fraudulent, or harmful. Customer shall not (and shall not permit its users to) use or access the Services to: (i) decompile, disassemble, modify the source code of, or reverse engineer the intellectual property (“IP”); (ii) copy, modify, adapt, create derivative works, or translate the IP;(iii) rent, lease, license, lend, transfer, sublicense, assign, sell or otherwise transfer or provide access to the IP to any third party except as expressly authorized hereunder; (iv) use or allow anyone to use the Services to compete with H5P in any way; (v) alter, remove or cover proprietary notices in or on the IP. Any default in Customer’s obligations under this section may cause irreparable harm to H5P. If Customer takes or threatens any action that may infringe on H5P’s IP rights, H5P may seek injunctive or other equitable relief in addition to any damages to which H5P may be entitled.
5. Customer Data
5.1 Customer owns and retains all right, title and interest to, or has appropriate possessory rights in any information, data, results, or other materials uploaded to or through the Service ("Customer Data"). The Customer hereby grants to H5P a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of H5P's obligations and the exercise of H5P's rights under this Agreement. The Customer also grants to H5P the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of H5P's obligations and the exercise of H5P's rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
5.2 Customer warrants that:
(a) it and its users have all rights necessary to upload or process Customer Data in the Services;
(b) the Customer Data will not infringe intellectual property rights or other legal rights of any person; and
(c) the Customer Data will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.
5.3 H5P will use commercially reasonable efforts to (a) back up Customer Data daily,
(b) be able to restore H5P.com to the state at the time of backup, and
(c )retain each backup securely for at least 14 days.
6. Acknowledgements and warranty limitations
6.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that H5P.com will be wholly free from defects, errors and bugs.
6.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that H5P.com will be entirely secure.
6.3 The Customer acknowledges that the Service is designed to be compatible only with that software and those systems specified as compatible in the H5P.com documentation and the Provider does not warrant or represent that the Service will be compatible with any other software or systems.
6.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to H5P.com and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that H5P.com or the use of H5P.com by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
6.5 The Provider does not warrant that the AI functionalities are designed for any specific purpose or that any specific end-result can be achieved by the Customer by using the AI functionalities. The Provider specifically disclaims any direct or indirect liabilities arising therefrom. The Customer agrees that the AI functionality is in an experimental stage and the Provider does not guarantee the accuracy or efficacy of any derived end-products.
7. H5P Intellectual Property Rights
H5P and/or its vendors retains sole and exclusive ownership of and all intellectual property rights ("IP") in the Services, which include: tools, methodologies, questionnaires, responses, and proprietary research, data, requirements, specifications, and code generated in the course of performing the Services. The IP is protected by intellectual property and copyright laws and treaties. H5P reserves its rights and interests in connection with the IP, except as expressly granted to Customer pursuant to this Agreement. H5P does not transfer any title to or interest in its IP.
8. Payment Terms and Taxes
8.1 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes. Customer is responsible for any taxes, and Customer will pay the Provider without any reduction for taxes. If the Provider is obligated to collect or pay taxes the Customer is not to accept these terms and not to use H5P.com. H5P.com is for organizations in any country and for private citizens in the US only. Citizens and organizations in Norway are to reach out to sales@h5p.com to get an offline agreement and an invoice where Norwegian valued added taxes ("Merverdiavgift") is added and are not to purchase a license based on this Agreement.
8.2 If the Customer is required by law to withhold any taxes from its payments to the Provider, the Customer must provide the Provider with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Service is subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to the Provider, the value of the H5P.com license calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that the Provider will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
8.3 If required under applicable law, Customer will provide the Provider with applicable tax identification information that the Provider may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse the Provider for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.
8.4 The Provider may elect to vary any element of the charges pursuant to Section 16.
9. Payments
9.1 The Provider shall issue an electronic bill for the charges to the Customer on or after the invoicing dates set out in “2. Fees”.
9.2 The Customer will pay by credit card or debit card and the Provider will charge all charges immediately at the invoicing dates. The Customer's obligation to pay all charges is non-cancellable. The Provider may choose to provide the Customer with an invoice with wire transfer information, allowing the Customer to pay via wire transfer or ACH.
9.3 If the Customer does not pay any amount properly due to the Provider under this agreement, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 1.5 % per month (or the highest rate permitted by law, if less, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month);
(b) hold Customer responsible for all reasonable expenses (including attorneys' fees) incurred by the Provider in collecting such delinquent amounts.
(c) If Customer is late on payment, the Provider may suspend their account or terminate the Agreement for breach pursuant to Section 3.2.
10. Data protection and confidentiality
10.1 No Party shall furnish Confidential Information (defined as technical, business, marketing, proprietary, trade secret, personal or other information in any form (e.g., oral, written, electronic)) to any unauthorized person or entity. No party shall be bound by confidentiality obligations if the Confidential Information (i) is required to be disclosed pursuant to court or regulatory order, provided that, where feasible, the owner of the Confidential Information is given a reasonable opportunity to limit the extent of disclosure; (ii) was already rightfully in its possession before the commencement of negotiations that led to this Agreement; (iii) is learned from a third party under no apparent duty of confidentiality and is not otherwise protected under law; or (iv) becomes part of the public domain other than as a result of a breach of this section and is not otherwise protected under law.
10.2 The Parties shall comply with applicable data protection laws, such as the General Data Protection Regulation (GDPR), with respect to the control and processing of Customer’s Personal Information (defined as any data, either alone or in combination with other information, by which a natural person can be identified or located, or that can be used to identify or locate a natural person). H5P shall not collect, use or disclose Personal Information except to carry out its obligations under this Agreement. The Data Processing Agreement (DPA), available at
https://www.d2l.com/legal/data-processing-addendum/, shall supplement the terms of this Agreement and be binding on the parties to the extent of any processing of Personal Information.
11. Limitations and exclusions of liability
10.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN RESPECT OF ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE EVEN IF THE OTHER PARTY HAD ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 THE AGGREGATE LIABILITY OF H5P TO THE CUSTOMER UNDER THIS AGREEMENT IN RESPECT OF ANY EVENT OR SERIES OF RELATED EVENTS SHALL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY THE CUSTOMER TO H5P UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE COMMENCEMENT OF THE EVENT OR EVENTS.
12. Variation of the Agreement
12.1 No amendment, modification, termination or waiver of any provision of this Agreement is effective unless it is in writing and signed by both parties.
12.2 H5P may vary this Agreement by giving to the Customer at least 30 days' written notice of the proposed variation, providing that if H5P gives to the Customer a notice under this Clause 12, the Customer shall have the right to terminate this Agreement by giving written notice of termination to H5P at any time during the period of 14 days following receipt of H5P's notice.
13. Entire Agreement
13.1 This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all other agreements, arrangements and understandings, or any other communication, including any addendums or side-letters, between the parties in respect of that subject matter.
13.2 Any purchase order terms, or similar buyer terms proposed by the Customer are hereby voided. Any purchase order references on invoices from H5P are only there to help the Customer’s procurement process and do not take precedence over the terms of this Agreement. For the sake of clarity, the Parties agree that a purchase order reference on an invoice is not a sign of acceptance of the Customer’s purchase order terms.
14. Governing Laws and Jurisdiction
14.1 This Agreement will be governed by Norwegian laws. The parties agree to comply with all applicable laws and regulations including but not limited to any applicable privacy or data protection regulations and any applicable export control laws. Any disputes will be settled amicably between the Parties. If the Parties cannot reach a resolution within 60 days of the dispute, the Parties agree to submit it to the jurisdiction of appropriate courts in Norway.
14.2 All notices shall be in writing and delivered (a) by hand, (b) by registered mail, postage prepaid, return receipt requested, (c) reputable overnight delivery service, or (d) by email, provided that the sender retains proof of successful transmission. All notices shall be deemed effective upon receipt. Notices to Customer will be sent to the names, addresses, email address, or numbers set out in the Parties section of this Agreement. All notices to H5P shall be sent to Strandgata 9, 9008 Tromsø, or, if sent by email, to sales@H5P.com and a copy to Legal Department, D2L Corporation at 137 Glasgow Street, Suite 560, Kitchener, ON, N2G 4X8 or, if sent by email, Legal@D2L.com.
15. Miscellaneous
15.1 In no event, H5P will be held responsible or liable, for any failure or delay in the performance of its obligations under this Agreement, arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemic situation, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of communication services.
15.2 Neither party is an agent, employee, partner, joint venturer or legal representative of the other, and H5P is an independent contractor to Customer.
15.3 Customer's delays may affect H5P's ability to perform Service under this Agreement. If H5P is unable to perform the Services due to Customer's delays, H5P shall notify Customer and, if Customer is unable or unwilling to remedy the delays within 30 days from notification, all fees and related charges under the Agreement become due and payable and H5P may immediately invoice for such fees.
15.4 Any obligations which by their nature are intended to survive under these terms, such as payment terms, a party’s indemnity obligations to the other party, shall survive termination or expiration of these terms or the Agreement.
15.5 Except as otherwise set forth herein, H5P makes no warranty with respect to any technology, services, rights or other subject matter of this Agreement and hereby disclaims warranties of merchantability and fitness for a particular purpose.
16. Variation
16.1 The Provider may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by the Provider, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. The Provider will provide at least 90 days' advance notice for materially adverse changes by sending an email to Customer's primary point of contact. If Customer does not agree to the revised Agreement, please stop using H5P.com. A change will never affect the charges the Customer is to pay for their active term allowing the Customer to cancel their agreement before any price changes comes into effect.
16.2 The Provider will post any modification to this Agreement to the URL https://help.h5p.com/hc/en-us/articles/7504332664477-Terms-of-Use and maintain a list of old versions on the same URL.
Versions:
June 20th 2022
Made changes to the intro and 8.2 to allow the agreement to also govern purchases not made via the H5P.com payment portal.
July 18th 2023
Added 5.4 and 11.5 and made changes to 1 to allow the agreement to also govern the use of the new AI functionalities.
March 8th 2024
Made the following changes: Added Payment Terms to Clause 2, modified 3.2 to differentiate monthly and yearly payments, modified 12.1 (Indemnities) to restrict them to IP claims and in 13.10 (Liability) added the word “aggregate”.
April 26th 2024
Added the following to 4.3: "This includes, but is not limited to, load testing of H5P.com or web pages where H5P.com content is embedded."
January 5th 2026
- Added to Section 3.1 (Term and Termination): Defined a fixed one-year initial term with automatic annual renewal and a 60-day notice requirement for non-renewal (previously allowed monthly or yearly terms without a notice period).
- Added to Section 4 (Availability and Prohibitions): Expanded prohibited use to explicitly include reverse engineering, sublicensing, competitive use, and other IP-infringing activities (previously limited to general unlawful or harmful use).
- Added to Section 5.1 (Customer Data): Explicitly stated that the Customer owns all Customer Data (previously only usage rights were granted to the Provider).
- Added Section 10.1 (Confidentiality): Introduced a standalone confidentiality obligation for both parties (previously not explicitly defined).
- Added to Section 14 (Governing Law and Jurisdiction): Explicitly specified Norwegian law and Norwegian courts (previously not stated).