Master Institutional Sales Terms

These Master Institutional Sales Terms (“Terms”), together with any sales quotation(s), purchase order(s), or other order forms that reference these Terms and are accepted by the parties (each, an “Order”), form a legal agreement (the “Agreement”) between the Pearson legal entity and its affiliates identified in the Order (“Pearson”) and the educational institution or entity identified in the Order (“Customer”). The Order is made effective as of the date on which both parties sign or accept the Order. Pearson and Customer are sometimes referred to individually as a party (“Party”) and collectively as the parties (“Parties”). The Parties agree as follows:

  1. Relationship of the Parties. Customer’s Authorized Users, as defined in Section 2 of these Terms, will use certain Pearson Products and Services identified in the applicable Order. “Pearson Products” and “Services” shall have the meaning set forth in the Universal Terms of Service and End User License Agreement (“UTOS”) available at https://loginstatic.pearson.com/html/PearsonEULA.html unless otherwise defined in an applicable Order.
  2. Authorized Users. “Authorized Users” shall mean people with access through Customer. Authorized Users shall include individuals i) permitted to be on the premises of Customer and access the Pearson Products and Services while on site and ii) who may also access the Pearson Products and Services remotely, specifically: current students, affiliated researchers and lecturers, staff and faculty, and individuals who are alumni of Customer where Customer has licensed access for alumni.
  3. Access and Use. Subject to the timely receipt of payment and compliance with these Terms, Pearson will provide Authorized Users with access to the Pearson Products and Services identified in the applicable Order, subject to each Authorized User first agreeing to the UTOS and acknowledging the Pearson Privacy Notice (available on the Pearson website at https://www.pearson.com/en-us/privacy-center/privacy-notices.html).
  4. Data Privacy and Security. Pearson maintains reasonable procedures in accordance with its policies and practices and applicable law to protect the confidentiality, security, and integrity of personally identifiable information received by Pearson in connection with provision of the Pearson Products and Services to the Authorized Users. The Pearson Data Privacy and Security Principles are available at https://www.pearson.com/privacy-center/resources/privacy-security-principles.html. Customer may provide Pearson, either directly or indirectly via Service Provider(s), with information, materials and data that are subject to the Family Educational Rights and Privacy Act (“FERPA”) (collectively, "Customer Information"). Pearson may use the Customer Information to the extent necessary to perform its obligations under the Agreement and may use anonymized and deidentified data for product improvement and research purposes. Pearson agrees to comply with all applicable provisions of FERPA in collecting and processing student personally identifiable information ("Student PII”) provided to Pearson under the Agreement and to use and restrict access to Customer Information and Student PII only for educational purposes, subject to the limitations and restrictions applicable to school officials under FERPA.
  5. Fees and Payment. Pearson will charge Customer the fees for the Pearson Products and Services as set forth in each Order (the “Fees”). The Fees are exclusive of all sales and use taxes applicable to the transactions covered by these Terms. Customer will pay all amounts invoiced within thirty (30) days of invoice date (unless stated otherwise in an Order) and will be responsible for any taxes in connection with its resale of the Pearson Products and Services to Authorized Users.
  6. Affordability Program. If Customer offers an affordable educational materials program for courses offered by Customer (each, a “Course”), and the Customer will pay the Fees to Pearson, then Exhibit A will apply.
  7. Intellectual Property. All right, title, and interest in and to the Pearson Products and Services and the content, materials, technology, and data contained therein, and any derivative works thereof, is expressly reserved by Pearson (collectively, the “Pearson Materials"), except for any materials provided by Customer and incorporated into the Pearson Products and Services, if any.
  8. Third-party Service Providers to Customer. If Customer directs Pearson to work with a third-party service provider under an applicable Order (each, a “Service Provider”), then Customer is solely responsible for all fees payable to the Service Provider, and Pearson has no responsibility for any failure by the Service Provider to perform and/or to provide access to the Pearson Products and Services. In those instances where the Service Provider will pay the Fees to Pearson, if the Service Provider fails to make such payments when due to Pearson, Customer will be responsible to make such payments to Pearson within five (5) business days of receipt of notice of Service Provider’s failure to pay.
  9. Term and Termination. These Terms will commence on the date last signed below by Pearson and will continue in full force and effect thereafter unless and until terminated as provided herein. If there are no outstanding Orders in effect, either Party may terminate these Terms upon written notice to the other Party without liability for charges of any kind. Pearson may, upon notice to Customer, suspend the use of any or all the Pearson Products and Services provided to Customer’s Authorized Users if access to the Pearson Products and Services has been obtained without payment of the Fees to Pearson, if Customer is in violation of its obligations under these Terms, or if permitted under the UTOS.
  10. Miscellaneous. The Agreement constitutes the entire understanding between the parties with respect to that subject matter. Any amendment to the Agreement will be made in writing and signed by the Parties and all notices relating to the Agreement will be in writing to the Parties’ respective email addresses as set forth in the applicable Order. Neither Party may assign its rights or delegate its obligations under the Agreement to any third party without the prior written consent of the other Party.

 

Exhibit A: Affordability Program

  1. Customer will pay the discounted Fees set forth in the applicable Order (the “Discounted Fees”) and Pearson will provide access to the Pearson Products and Services for each Enrolled Student.
  2. “Enrolled Student” means a student (i) enrolled in at least one Course after the last day for Enrolled Students to add and/or drop Courses (“Add/Drop Date”), based upon data made available to Pearson by Customer and/or Customer’s Service Provider, and/or (ii) is identified in the Census Report provided by Customer.
  3. In order for the Pearson Products and Services to be provided at the Discounted Fees, Customer must (a) prior to commencement of the first day of classes for the applicable academic period, enter into an Order with Pearson, (b) provide Pearson with (i) the Course(s) and the requested Pearson Products and Services for each Course, (ii) the Add/Drop Date, (iii) no later than five (5) business days after the Add/Drop Date, deliver a true and accurate census report to Pearson, to the attention of the email address in the applicable Order, setting forth, for each Course and the applicable Pearson Products and Services, the number of Enrolled Students (the “Census Report”), and (c) pay the Discounted Fees for each Enrolled Student, except as provided in Section 8 of the Terms. If the requirements set forth in this section are not met, then the Discounted Fees for the Pearson Products and Services may not be made available to Customer and the undiscounted Fees for the Pearson Products and Services will be payable.
  4. The Discounted Fees set forth in an Order are valid only for such Order. Invoiced amounts are payable by Customer to Pearson regardless of the fees charged to Enrolled Students or received by Customer for access to the Pearson Products and Services. Customer may determine, in its sole discretion, the fees it charges Enrolled Students for access to the Pearson Products and Services.

 

Last updated: Aug 22, 2025