COURSE Client Services Terms

Last Updated: August 13, 2026

These Client Services Terms (“Terms”) govern services provided by Content Supply LLC, doing business as COURSE (“COURSE,” “Company,” “we,” “us,” or “our”) to the individual or entity purchasing or receiving services (“Client,” “you,” or “your”).

These Terms apply to COURSE services purchased or authorized through a proposal, statement of work, order form, checkout page, invoice, service description, or other written agreement that references these Terms (each, an “Order”).

By signing an Order, completing checkout, submitting payment, electronically accepting these Terms, or otherwise authorizing COURSE to begin Services, Client agrees to be bound by these Terms.

If you accept these Terms on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity.

1. Services

COURSE provides education-business strategy, market and offer validation, curriculum development, instructional design, content production, learning-platform implementation, enrollment support, ongoing education operations, corporate training development, consulting, and related services.

Services may include offerings such as COURSE Validate, COURSE Build, COURSE Operate, COURSE Enterprise, or other services agreed to in an Order.

The specific Services, deliverables, fees, timelines, limitations, responsibilities, and other commercial terms for each engagement will be stated in the applicable Order.

These Terms do not independently require COURSE to provide any particular deliverable or level of service beyond what is included in the applicable Order.

2. Orders and Order of Precedence

Each Order is incorporated into these Terms.

If there is a conflict between documents governing an engagement, the following order of precedence applies:

A written amendment signed or electronically accepted by both parties.
The applicable Order or Statement of Work.
These Client Services Terms.
General website, proposal, presentation, sales, or marketing materials.

Marketing materials, examples, demonstrations, case studies, estimates, sales conversations, and website descriptions do not expand the scope of an Order unless expressly incorporated into it.

Each COURSE engagement or stage may be authorized separately. Completion of one engagement does not obligate either party to enter into another engagement unless expressly stated in an Order.

3. Scope of Services

COURSE will perform the Services described in the applicable Order using commercially reasonable professional efforts.

An Order may define:

Business objectives.
Deliverables.
Workstreams.
Service capacity.
Project duration.
Milestones.
Revision limits.
Client responsibilities.
Approval deadlines.
Production schedules.
Meetings or consulting sessions.
Third-party costs.
Exclusions.
Minimum commitments.
Renewal or cancellation terms.
Other engagement-specific requirements.

COURSE may reasonably determine the methods, personnel, tools, workflows, and sequencing used to perform the Services, provided the overall scope and material deliverables remain consistent with the Order.

4. Client Responsibilities

Successful delivery requires timely Client participation.

Client agrees to provide, as reasonably required for the applicable engagement:

Accurate information regarding Client’s business, audience, customers, products, services, expertise, intellectual property, goals, and existing systems.
Source materials, research, curriculum, recordings, presentations, documents, brand assets, testimonials, customer information, and other materials needed to perform the Services.
Access to appropriate employees, executives, subject-matter experts, instructors, decision-makers, platforms, software, accounts, and systems.
Timely participation in strategy sessions, interviews, buyer conversations, content extraction, recording, review, testing, and other activities included in the engagement.
Timely decisions, feedback, approvals, and consolidated revision requests.
Appropriate access to audiences, customers, partners, prospects, networks, or distribution channels when required by the scope.
Accurate legal, regulatory, technical, medical, financial, compliance, or industry-specific information when relevant to Client’s program.
A single primary point of contact unless otherwise agreed.

Client is responsible for ensuring that anyone providing approvals on its behalf has authority to do so.

COURSE may rely on information, instructions, materials, representations, and approvals supplied by Client.

5. Approvals, Feedback, and Client Delays

Client agrees to provide reviews, feedback, materials, access, and approvals within the timeframes established in the Order, project plan, or reasonable requests from COURSE.

Project schedules depend on Client participation.

If Client delays an approval, misses a meeting, fails to provide required materials, postpones recording, withholds required access, changes direction, or otherwise prevents COURSE from performing according to schedule:

Delivery dates and milestones may be adjusted.
Reserved production or specialist capacity may need to be rescheduled.
COURSE may continue work on other available portions of the engagement.
COURSE may pause work until required Client action is completed.
The engagement may extend beyond the originally estimated completion date.

Unless expressly stated otherwise in the applicable Order, Client-caused delays do not pause, cancel, defer, or modify agreed payment obligations or minimum service commitments.

COURSE is not responsible for delays caused by Client or Client’s employees, contractors, vendors, platforms, or other third parties.

6. Revisions and Change Requests

The applicable Order will identify any included revision rounds or review periods.

Revisions are intended to refine approved work within the existing strategy and scope.

A request may be considered outside scope if it involves, for example:

A new audience.
A new offer.
A new program.
A new business objective.
Material changes to previously approved strategy.
Additional content.
Additional production.
Additional pages or campaigns.
Additional platforms.
New integrations.
Additional stakeholders.
Additional revision rounds.
Re-recording caused by a Client-directed change.
Work beyond an agreed capacity or deliverable limit.

COURSE will notify Client if a request materially exceeds the approved scope.

Additional work may require a written change order, additional fee, adjusted timeline, separate Order, or movement to another COURSE service.

COURSE is not required to begin out-of-scope work until the additional scope and fees are approved.

7. Fees and Payment

Client agrees to pay all fees stated in the applicable Order.

Unless otherwise stated in an Order:

Payments are due according to the dates or billing schedule stated in the Order.
Fees are stated in U.S. dollars.
Payments are non-refundable except where expressly stated in the Order or required by applicable law.
Client is responsible for applicable sales, use, excise, value-added, or similar taxes, excluding taxes based on COURSE’s net income.
Third-party fees and expenses are separate unless specifically included.

Payment obligations are based on the engagement, reserved capacity, and Services being made available—not solely on Client’s use of the Services or the date on which a particular deliverable is completed.

Client-caused delays do not change an agreed payment schedule unless COURSE agrees otherwise in writing.

COURSE may suspend Services for overdue amounts.

Any suspension resulting from nonpayment does not obligate COURSE to preserve the original project schedule or production availability.

8. Recurring Services

If an Order includes monthly, quarterly, annual, or other recurring Services, Client authorizes COURSE to charge the payment method on file according to the billing terms stated in the Order.

Any minimum commitment, renewal term, cancellation notice requirement, or recurring-service term will be identified in the applicable Order.

Client remains responsible for fees through any agreed minimum commitment or notice period.

Recurring Services do not automatically include unlimited work. Service capacity, priorities, workstreams, deliverables, and other limits remain subject to the applicable Order.

Where applicable law provides additional rights regarding automatic renewals or cancellation, COURSE and Client will comply with those requirements.

9. Expenses and Third-Party Costs

Unless expressly included in an Order, Client is responsible for third-party expenses required for the engagement, including as applicable:

Advertising spend.
Software subscriptions.
Learning-platform fees.
Website or hosting fees.
Payment-processing fees.
Domain fees.
Stock media or licensed assets.
Studio or location fees.
Travel.
Lodging.
Shipping.
Equipment rental.
Talent or specialist costs.
Legal or compliance review.
Accreditation or certification fees.
External agency fees.

COURSE will not knowingly incur a material third-party expense on Client’s behalf without Client authorization when such authorization is reasonably practicable.

10. Third-Party Platforms and Services

COURSE may recommend, configure, integrate, or work with third-party tools and platforms.

These may include learning-management systems, payment processors, CRMs, email platforms, hosting providers, artificial-intelligence tools, design software, analytics systems, advertising platforms, video platforms, and other technology.

Unless expressly stated otherwise:

Client contracts directly with the third-party provider.
Client is responsible for third-party fees and compliance with the provider’s terms.
COURSE does not control third-party availability, pricing, policies, features, security, or future changes.
COURSE is not responsible for interruptions, changes, suspensions, data loss, account restrictions, or other failures caused by a third-party provider.

If a third-party platform materially changes during an engagement, COURSE may recommend an alternative solution or additional scope.

11. COURSE Personnel and Specialists

COURSE may perform Services through employees, contractors, affiliated providers, production partners, consultants, agencies, or other qualified specialists.

COURSE remains responsible for managing the approved scope regardless of the employment classification of individual team members.

COURSE may determine or change personnel assignments when reasonably necessary for capacity, scheduling, expertise, performance, or continuity.

Personnel and specialists receiving Client Confidential Information will be subject to appropriate confidentiality obligations.

Client is purchasing a managed COURSE engagement, not the services of any specific individual unless expressly stated in the Order.

12. Client Materials and Pre-Existing Intellectual Property

Client retains ownership of all intellectual property, materials, methodologies, frameworks, trademarks, curriculum, recordings, data, research, documents, content, and other materials owned by Client before the engagement or supplied by Client to COURSE (“Client Materials”).

Client grants COURSE a limited, non-exclusive right to use, copy, modify, process, and create derivative versions of Client Materials solely as reasonably necessary to perform the Services.

Client represents that it owns or has sufficient rights to provide Client Materials to COURSE and authorize their use for the engagement.

Nothing in these Terms transfers ownership of Client’s pre-existing intellectual property to COURSE.

13. Ownership of Final Deliverables

Unless the applicable Order states otherwise, upon full payment of all amounts due for the applicable engagement, Client will own the final, client-specific deliverables created specifically for Client and delivered as final work product (“Final Deliverables”).

Final Deliverables may include, depending on scope:

Client-specific strategy documents.
Research.
Offer architecture.
Curriculum.
Lesson outlines.
Scripts.
Copy.
Workbooks.
Graphics.
Final edited videos.
Landing-page content.
Campaign assets.
Client-specific data or reports.
Other expressly delivered client-specific work product.

To the extent necessary, COURSE assigns to Client its rights in those Final Deliverables upon full payment.

Ownership does not transfer before all applicable fees have been paid.

14. COURSE Intellectual Property

COURSE retains ownership of its pre-existing and underlying intellectual property, including:

Frameworks.
Processes.
Systems.
Templates.
Checklists.
Methodologies.
Operating procedures.
CourseOS or other proprietary systems.
Research methods.
Validation methods.
Production workflows.
Software.
Prompts.
Training materials.
Internal documentation.
Know-how.
General concepts and techniques.
Reusable components.

These materials are collectively “COURSE Materials.”

If COURSE Materials are incorporated into a Final Deliverable, Client receives a perpetual, non-exclusive license to use those incorporated materials as reasonably necessary to use the Final Deliverable.

Client does not receive ownership of COURSE Materials merely because they were used during Client’s engagement.

COURSE may continue using its general knowledge, methods, frameworks, processes, skills, and experience in work for other clients.

15. Source Files, Raw Files, and Working Materials

Unless expressly included in an Order, ownership or delivery of Final Deliverables does not automatically include:

Raw video footage.
Unused footage.
Editable design source files.
Production project files.
Internal drafts.
Internal notes.
Working documents.
Internal research files.
Internal prompts.
Internal production systems.
Licensed stock assets.
Proprietary templates.
Software code.
Other production or working files.

If specific source or working files are required, they should be identified in the applicable Order.

16. Third-Party Intellectual Property

Final Deliverables may incorporate third-party materials such as fonts, stock footage, music, software, plugins, templates, photographs, or other licensed assets.

Those materials remain subject to their applicable third-party licenses.

COURSE cannot transfer greater rights in third-party property than COURSE itself possesses.

Client is responsible for maintaining any third-party licenses required for Client’s continuing use after delivery when applicable.

17. Confidentiality

Each party may receive confidential or proprietary information from the other party (“Confidential Information”).

Confidential Information includes non-public information concerning:

Business operations.
Customers.
Finances.
Pricing.
Marketing.
Strategy.
Intellectual property.
Curriculum.
Research.
Technology.
Product plans.
Internal processes.
Customer data.
Proprietary methodologies.
Trade secrets.

Each party agrees to:

Use Confidential Information only as reasonably necessary to perform or receive Services.
Take reasonable measures to protect Confidential Information.
Disclose Confidential Information only to personnel, contractors, advisors, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that:

Becomes public through no breach of these Terms.
Was already lawfully known to the receiving party.
Is independently developed without use of the other party’s Confidential Information.
Is lawfully received from another source without confidentiality restrictions.

A party may disclose Confidential Information when required by law, court order, or valid government request, subject to legally permitted notice to the other party.

These confidentiality obligations survive termination of the engagement.

18. Sensitive and Regulated Information

Client will not provide COURSE with protected health information, highly sensitive personal information, regulated financial information, or other specially regulated data unless the applicable scope expressly requires it and the parties have agreed to appropriate handling requirements.

If an engagement requires a separate data-processing agreement, business-associate agreement, security addendum, or similar document, the parties will address it separately.

19. Technology-Assisted and AI Tools

COURSE may use software, automation, artificial-intelligence tools, and other technology to assist with research, organization, transcription, analysis, drafting, curriculum development, production, quality assurance, and related workflows.

COURSE remains responsible for the Services it delivers regardless of the tools used to assist its team.

COURSE will use commercially reasonable care when handling Client Confidential Information through third-party technology.

Client may notify COURSE before kickoff of specific documented confidentiality, security, or technology restrictions that apply to Client’s organization. Additional requirements may affect scope, technology selection, timeline, or fees.

20. Legal, Regulatory, and Subject-Matter Responsibility

COURSE provides education-business, creative, production, technology, and related professional services.

COURSE is not acting as Client’s attorney, accountant, financial advisor, medical provider, regulatory advisor, or compliance officer unless separately and expressly engaged through an appropriately qualified professional.

Client remains responsible for the factual accuracy, legality, safety, and regulatory compliance of Client’s program, claims, curriculum, marketing, and business activities.

For programs involving regulated, technical, medical, financial, legal, safety, compliance, certification, continuing-education, or similar subject matter, Client is responsible for obtaining appropriate review and approval from qualified subject-matter experts, legal counsel, compliance personnel, or regulators when necessary.

COURSE does not guarantee that a program will satisfy accreditation, licensure, regulatory, certification, continuing-education, or legal requirements unless such responsibility is expressly included in an Order.

Client retains final approval authority over Client’s claims, curriculum, offers, pricing, marketing, and published materials.

21. No Guarantee of Results

COURSE does not guarantee any particular commercial, educational, marketing, financial, or business result unless a specific written guarantee is expressly stated in the applicable Order.

Without limiting the foregoing, COURSE does not guarantee:

Sales.
Revenue.
Profit.
Enrollments.
Deposits.
Leads.
Applications.
Conversion rates.
Audience growth.
Advertising performance.
Customer-acquisition costs.
Student completion.
Customer outcomes.
Accreditation.
Funding.
Partnerships.
Renewals.
Business growth.
Market acceptance.

Results depend on factors outside COURSE’s control, including Client participation, Client credibility, audience access, customer demand, offer strength, price, sales execution, market conditions, competition, timing, advertising, platform performance, and other variables.

COURSE commits to performing the Services included in the applicable Order—not to guaranteeing customer behavior.

22. Validation and Strategic Recommendations

When COURSE performs validation, research, strategy, forecasting, market analysis, or business recommendations, Client acknowledges that these activities involve judgment and uncertainty.

A recommendation to revise, reposition, delay, or stop an initiative may constitute a successful professional outcome when supported by the available evidence.

Client remains responsible for deciding whether and how to act on COURSE recommendations.

23. Warranties and Disclaimer

COURSE warrants that it will perform the Services in a professional and commercially reasonable manner.

Except for that express warranty and any warranties that cannot legally be disclaimed, the Services are provided “as is.”

To the fullest extent permitted by law, COURSE disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

24. Limitation of Liability

To the fullest extent permitted by applicable law, COURSE’s total cumulative liability arising out of or relating to an Order, the Services, or these Terms will not exceed the total professional fees actually paid by Client to COURSE under the specific Order giving rise to the claim during the twelve months preceding the event giving rise to liability.

Neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of anticipated savings, even if advised that such damages were possible.

Nothing in these Terms excludes liability that cannot legally be excluded or limited.

25. Indemnification

Client agrees to defend, indemnify, and hold harmless COURSE and its owners, employees, contractors, and representatives from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from:

Client Materials.
Client’s products, services, curriculum, or intellectual property.
Claims or representations made by Client.
Client’s violation of law.
Client’s misuse of Final Deliverables.
Client’s breach of its representations under these Terms.
Client-provided content that infringes or violates a third party’s rights.

COURSE will defend, indemnify, and hold Client harmless from third-party claims alleging that Final Deliverables created solely by COURSE and used by Client as authorized directly infringe a third party’s U.S. copyright or trademark rights, excluding claims arising from Client Materials, Client instructions, Client modifications, third-party materials, or combinations not supplied by COURSE.

A party seeking indemnification must promptly notify the indemnifying party of the claim and reasonably cooperate in its defense.

26. Termination

An Order continues for the term stated in that Order.

Either party may terminate an Order for a material breach by the other party if the breach is not cured within ten business days after written notice, unless the breach cannot reasonably be cured.

COURSE may suspend or terminate Services immediately if Client:

Fails to pay amounts when due.
Engages in illegal or fraudulent activity connected to the Services.
Threatens or abuses COURSE personnel.
Requires COURSE to participate in conduct COURSE reasonably believes is unlawful or unethical.
Materially interferes with COURSE’s ability to perform the engagement.

Client cancellation for convenience does not create a right to refund fees already paid or eliminate amounts owed under an agreed fixed project, minimum commitment, cancellation period, or reserved production schedule unless the applicable Order states otherwise.

If COURSE terminates an engagement for convenience for reasons unrelated to Client breach, COURSE will refund any prepaid professional fees attributable to Services that COURSE will not perform.

Termination does not affect provisions intended by their nature to survive, including payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, and dispute provisions.

27. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil disturbance, government action, labor disputes, utility failures, widespread internet outages, platform outages, epidemics, or other similar events.

The affected party will use commercially reasonable efforts to resume performance.

Force majeure does not excuse payment obligations for Services already performed or capacity already provided.

28. Independent Contractor

COURSE is an independent contractor.

Nothing in these Terms creates an employment relationship, partnership, franchise, joint venture, fiduciary relationship, or agency relationship between the parties.

Neither party has authority to bind the other except as expressly agreed in writing.

29. Publicity and Case Studies

COURSE will not publicly disclose Client Confidential Information.

COURSE may use general, anonymized knowledge and non-confidential learnings gained through its work to improve its methods and services.

COURSE will obtain Client permission before using Client’s name, trademarks, confidential results, testimonial, or identifiable engagement details in a public case study unless Client has separately authorized such use.

30. Assignment

Neither party may assign an Order or these Terms to another party without the other party’s consent, except that either party may assign them in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets associated with the applicable business.

31. Notices

Formal notices relating to breach, termination, or legal claims must be provided in writing using the business contact information stated in the applicable Order or other contact information subsequently provided by the receiving party.

Routine project communications may occur through email, project-management systems, messaging platforms, meetings, or other channels used by the parties.

32. Governing Law and Venue

These Terms and all Orders are governed by the laws of the State of Colorado, without regard to conflict-of-law principles.

Before filing a lawsuit, the parties agree to make a good-faith effort to resolve any dispute through direct discussion between authorized representatives.

If the dispute cannot be resolved informally, each party consents to jurisdiction in the applicable state or federal courts located in Colorado, except where applicable law requires otherwise.

33. Electronic Transactions and Acceptance

The parties agree that Orders, these Terms, amendments, approvals, notices, and other agreements may be created, accepted, signed, and maintained electronically.

Checking an acceptance box, clicking a purchase or authorization button, electronically signing an Order, submitting payment after being presented with these Terms, or otherwise electronically indicating acceptance is intended to have the same force and effect as a handwritten signature.

COURSE may maintain electronic records documenting:

The version of these Terms accepted.
The applicable Order.
Acceptance date and time.
Transaction information.
Electronic signatures.
Other records relating to the engagement.

34. Changes to These Terms

COURSE may update these Terms from time to time for future transactions.

The version of these Terms in effect when an Order is accepted will govern that Order unless the parties subsequently agree otherwise in writing.

COURSE will not materially change the contractual terms governing an existing paid engagement merely by posting a revised version of these Terms to its website.

35. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent legally permitted and the remaining provisions will remain in effect.

36. Waiver

Failure by either party to enforce a provision of these Terms does not waive that party’s right to enforce that provision or any other provision later.

37. Entire Agreement

The applicable Order, these Terms, and any expressly incorporated documents constitute the entire agreement between the parties concerning the applicable Services.

They supersede prior proposals, discussions, representations, negotiations, emails, and understandings concerning the same Services unless expressly incorporated into the Order.

Client acknowledges that Client is entering into the engagement based on the written terms of the applicable Order and these Terms rather than any representation not contained in those documents.

38. Acceptance

By signing an Order, completing checkout, submitting payment, checking an acceptance box, or otherwise electronically authorizing COURSE to provide Services, Client acknowledges that Client:

Has read these Terms.
Understands these Terms.
Has authority to enter into the agreement.
Agrees to be legally bound by these Terms and the applicable Order.

Content Supply LLC, doing business as COURSE