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, a company incorporated in Norway (registration number 912 282 910) having its registered office at Strandgata 9, 9008 Tromsø (the "Provider"); and
- The entity or person agreeing to these terms (the "Customer").
The Provider and the Customer are collectively called the Parties
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 email@example.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.
The Provider agrees to provide the Customer with a service called H5P.com(the Service).
H5P.com consist of a responsive web application accessible from the URL https://h5p.com. The application includes the open source content collaboration framework H5P, content management features for organizing and sharing H5P content, user management features for managing authors and learners and features for integrating with third party systems through LTI 1.1 or LTI 1.3 and LTI Content Item Message.
If the Customer has purchased the Premium version of H5P.com the Provider will also provide the Customer with AI functionality which converts documents (videos, audio, or texts) and instructions into interactive H5P content using Artificial Intelligence (AI) technology.
The Customer is allowed to use the service subject to the quotas the Customer has purchased. The quotas regulates the number of authors the Customer may have, the number of learners, maximum monthly transfer, maximum storage and maximum number of times AI functionality may be used. These quotas are to be clearly specified as part of the purchase process and information about them available for the Customer's administrator users.
The Customer's administrator users may also increase and decrease quotas at any time. Increases in quota will be paid for immediately prior to the increase with the price being prorated for the remainder of the Customer's current term. Decreases in quota take effect from the next term. The Provider does not issue refunds for the remainder of the current Term if the Customer chooses to decrease the quota.
If the Customer has an enterprise license there are no author or student quotas. Instead all the Customer's staff are allowed to create content as long as the content is primarily created for the Customer's students. The price is in this case based on the Customer's number of full time equivalent students.
The Provider may make updates to H5P.com from time to time. The Provider will inform Customer about upcoming changes 7 days in advance if possible. The Customer will not receive notices 7 days in advance for updates that handles critial bug fixes or security fixes.
- Financial provisions
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.
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 firstname.lastname@example.org
Price per extra GB of transfer: 0.15 USD
Price per extra GB of storage per year: 1 USD
3.1 This agreement shall come into force upon the date it is accepted by the Customer.
3.2 This agreement shall be for an initial one month or year as decided by the Customer when purchasing, and shall renew automatically for another month or year once the previous term has expired, subject to termination in accordance with Clause 14 or any other provision of this agreement.
- H5P.com availability and prohibitions
4.1 The availability of the service shall be at least 99.9 % per calendar month.
4.2 The Customer must not sub-license its right to access and use H5P.com;
4.3 The Customer must not use H5P.com in any way that causes, or may cause, damage to H5P.com or impairment of the availability or accessibility of H5P.com.
4.4 The Customer must not use H5P.com:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.5 The Provider may suspend the provision of H5P.com if any amount due to be paid by the Customer to the Provider under this agreement is overdue, and the Provider has given to the Customer at least two warnings via email, each with a 7 days notice to pay the amount due and where the provider's intention of suspending H5P.com on this basis has been made clear.
- Customer Data
5.1 The Customer hereby grants to the Provider 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 the Provider's obligations and the exercise of the Provider's rights under this agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this agreement, subject always to any express restrictions elsewhere in this agreement.
5.2 The Customer warrants to the Provider that the Customer Data will not infringe intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
5.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore H5P.com to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 14 days.
5.4. For Customers using H5P.com Premium The Customer acknowledges that the AI functionality provides the videos, documents, texts, and any related instructions that are used for the import (Import Content), with third-party providers that may be located in regions and countries, other than the location of the Provider or the Customer. However, during any such sharing, only the Import Content as uploaded by the Customer will be shared with such third parties. Personal information like email, username, IP etc. will not be shared with the third parties in the course of the use of AI functionality, unless any such personal information is part of the Import Content. For the avoidance of doubt, the following information will not be shared with the new third-parties: (i) end-result of the import, and (ii) the usage and any student data.
The aforementioned third parties may not use the Import Content to improve their AI solutions, they may only use it to generate content on behalf of the Customer. The third parties may retain the uploaded content for abuse and misuse monitoring purposes for a maximum of 30 days, after which the third parties are required to delete the Import Content (unless otherwise required by law).
The third parties are required to keep the Import Content safe and secure in accordance with industry standards and best practices until it is deleted.
- No assignment of Intellectual Property Rights
6.1 Nothing in this agreement shall operate to assign or transfer any intellectual property rights from the Provider to the Customer, or from the Customer to the Provider.
7.1 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 email@example.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.
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).
7.2 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.
7.3 The Provider may elect to vary any element of the charges pursuant to Section 16.
8.1 The Provider shall issue an electronic bill for the charges to the Customer on or after the invoicing dates set out in “2. Financial provisions”.
8.2 The Customer will pay by credit card or debit card and the Provider will charge all charges immidiately at the invoicing dates. TheCustomer'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.
8.3 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 4.5.
- Data protection
9.1 The Provider shall comply with the GDPR and any other applicable data protection laws with respect to the processing of the Customer’s personal data.
9.2 The Provider shall provide the Customer with a Data Protection and Data Processing Agreement that comply with the GDPR.
10.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
(c) the Platform will incorporate security features reflecting the requirements of good industry practice.
10.2 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
10.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
- Acknowledgements and warranty limitations
11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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.
12.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of this Agreement (a "Provider Indemnity Event").
12.2 The Customer must:
(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;
(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and
(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,
without prejudice to the Provider's obligations under Clause 12.1.
12.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of this Agreement (a "Customer Indemnity Event").
12.4 The Provider must:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,
without prejudice to the Customer's obligations under Clause 12.3.
- Limitations and exclusions of liability
13.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in this Agreement:
(a) are subject to Clause 13.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
13.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
13.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
13.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
13.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
13.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
13.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 13.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 5.3.
13.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
13.10 The liability of the Provider 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 the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.
13.11 The aggregate liability of the Customer to the Provider under this Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events.
14.1 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of this agreement, and the breach is not remediable;
(b) the other party commits a material breach of this agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches this agreement (irrespective of whether such breaches collectively constitute a material breach).
14.2 The Customer may terminate this agreement with effect from the end of the Customer's active term (month or year).
14.3 The Provider may terminate this agreement immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Provider under this agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate this agreement.
(c) the Provider has given the Customer at least 90 days written notice.
- Effects of termination
15.1 Except to the extent that this agreement expressly provides otherwise, the termination of this agreement shall not affect the accrued rights of either party.
15.2 Within 30 days following the termination of this agreement for any reason:
(a) the Customer must pay to the Provider any charges in respect of Services provided to the Customer before the termination of this agreement; and
(b) the Provider must refund to the Customer any charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this agreement,
without prejudice to the parties' other legal rights.
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.
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.
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.