The Instructure Master Terms and Conditions are the standard contract for Instructure’s hosted products. They apply to “the products or services identified on the Order Form” and, with the Order Form and any applicable Supplement, form the “Agreement”.[1] The page in effect at the time of retrieval stated “Effective as of April 17, 2026” and linked an earlier policy.[1] Instructure provides “proprietary software as a service offering(s)” for the duration of the Order Form, deploys updates and upgrades at no additional charge, and provides support as described on the Order Form.[1] This article follows the clauses that matter to a licence manager: how users are counted, what happens when the count is exceeded, how fees behave, and what the customer may not do.
Editions
The Master Terms do not define editions. Whatever the customer buys is named on the Order Form, and Supplements apply “to the extent that the applicable product and/or feature is listed on the Order Form and/or utilized by Customer”.[1] The supplements index lists ten: Mastery Item Bank, Mastery View Assessment, Elevate Standards Alignment, Elevate, Professional Services, LearnPlatform, Intelligent Insights, Artificial Intelligence, Parchment and Scribbles, and Digitary Services.[4] One Supplement disapplies a Master Terms clause: the Digitary supplement says clause 7 (usage limits and user count verification) “shall not apply to Digitary Services”, which instead use Authorised Users and record-volume Tiers.[6] The Professional Services Supplement states that the uptime commitment in section 8 does not apply to professional services.[5]
Metrics
| Master Terms term | Catalog row | Source wording |
|---|---|---|
| User | Contracted User Count | “an individual who is authorized by the Customer to use the Service and for whom the Customer has purchased a subscription”[1] |
| Contracted User Count | Contracted User Count | The number of Users for which Customer has purchased subscriptions, as specified on the Order Form[1] |
| Active User Count | Active User Count | Active Users accessing the Service during the subscription period, which Instructure may verify using SIS data[1] |
| Usage or storage limit | Usage and storage limit | Limits “specified in Order Forms and Documentation”[1] |
The terms use “User” without referring to enrolments or full-time-equivalent (FTE) students. Instructure’s public documents therefore do not say whether a quantity such as 20,000 was derived from FTE, headcount, enrolments or another measure. A licence manager should read the Order Form for any statement of that basis, because an Order Form can define counting differently from the Master Terms and takes precedence.[1]
Counting / floors
The verification clause (section 7.2). The Customer “shall ensure that the number of active Users accessing the Service does not exceed the Contracted User Count on the applicable Order Form”. Instructure “may periodically compare the Active User Count, as indicated by the SIS or Instructure’s own system data, against the Contracted User Count”.[1] The sequence is:
- Instructure compares the two counts.
- If it determines the Active User Count exceeds the Contracted User Count, it notifies the Customer in writing.
- Within thirty days of receipt the Customer either reduces the Active User Count to the Contracted User Count, or signs an Order Form for additional subscriptions to cover the excess Users “at Instructure’s then-current rates, prorated for the remainder of the applicable subscription term”, and/or pays any invoice for excess usage under the fees section.[1]
Three points follow from the wording. First, the data source is the customer’s own SIS “or other authoritative data source used by Customer to manage user records”, which the Customer acknowledges Instructure may reference to verify the count.[1] Second, “active” is not defined by a login threshold or enrolment status; the Master Terms leave the definition to the data. Third, the remedy is a prorated purchase at current rates, so prices negotiated at signature may not apply to the excess. This is the same shape as a true-up, though the terms describe it as a reconciliation and do not set a penalty rate.
Usage and storage limits (section 7.1). Services are subject to usage or storage limits specified in Order Forms and documentation. If the Customer exceeds one, Instructure “may work with Customer to seek to reduce Customer’s usage or storage”. If the Customer is unable or unwilling to comply, it must sign an Order Form for additional quantities promptly on request and/or pay an invoice for excess.[1]
Fees and quantities (section 6). Fees are paid “annually in advance, thirty (30) days after receipt of an invoice or as otherwise agreed to in the Order Form”, exclusive of taxes. Unless the Agreement or Order Form says otherwise, payment obligations are non-cancelable, fees paid are non-refundable, fees “are based on subscriptions purchased and not actual usage”, and “quantities purchased cannot be decreased during the relevant subscription term”.[1] A customer whose active population falls during a term therefore cannot reduce its quantity until renewal. Instructure may suspend all access while fees are overdue.[1] The archived January 2024 version ended its fees clause with “all Fees are non-refundable” and had none of the non-cancelable, usage-based or no-decrease wording.[2]
Restrictions on use (section 2). The Customer may not sell, sublicense or provide access to the Service or its output to a third party, use it for competitive purposes, copy or create derivative works from features or interfaces, interfere with its security, store malicious code, or reverse engineer it. It also may not permit “direct or indirect access to or using the Service in a way that circumvents the contractual usage limit”, and a violation of any of these “will be a material breach”.[1] Shared logins and unmanaged integrations that let people use the Service without a counted User are the practical risk.
Virtualization & partitioning
The Master Terms govern a hosted service, so there are no processor, core or partitioning rules. Access by contractors, affiliates and other institutions is governed by the third-party access ban and by who counts as a “User” authorised by the Customer, not by deployment topology.[1]
Cloud / BYOL
All Services under these terms are Instructure-hosted. There is no BYOL mechanism, and the open-source Canvas build is licensed separately under the AGPL. See Canvas LMS open source and Canvas Lite licensing.
Programs
- Order Form, Master Terms and Supplements. Instructure “may modify this Agreement at any time by posting a revised version” on its website. Continued use after the effective date is consent, and Instructure notifies the Customer in writing where a change makes its data practices more permissive or materially changes the Customer’s rights or obligations.[1] A customer cannot assume that the terms at signature remain unchanged at renewal.
- Professional Services. Services are delivered under a statement of work, which controls over the Agreement on conflict. Deliverables remain Instructure Intellectual Property unless the SOW says otherwise, and the customer receives a non-exclusive licence to use them with products bought from Instructure.[5]
Contract terms
Service level. For services identified on the Order Form as a Subscription Service, Instructure uses commercially reasonable efforts to reach “an annual uptime percentage of at least 99.9%”. The credit is the hours of unavailability below the commitment times “3% of 1/12 of the applicable annual subscription Fees”, capped at one twelfth of the annual fees attributable to the unavailable service. Scheduled outages, standard maintenance windows, force majeure and outages from technology not originating from Instructure are excluded, the credit is the sole remedy, and it must be claimed in writing within thirty days.[1]
Data and AI. Customer Content stays the customer’s property. “Usage Data”, meaning statistical and analytical data about use and de-identified customer data, belongs to Instructure and may be used “for any lawful purpose not otherwise excluded”, in aggregated form without identifying individuals. Without consent the customer may not use Usage Data to train or improve artificial intelligence, disclose it to third parties or reverse engineer it, although viewing dashboards and reports in the ordinary course is allowed.[1] Separate AI rules appear in the Artificial Intelligence Supplement.[7]
Liability and remedies. Except for indemnity obligations and the customer’s payment obligations, each party’s cumulative liability is capped at the amount paid in the twelve months before the event. The warranty remedy is correction or a refund of fees for the affected service, with written notice required within thirty days of discovery.[1] The Global version of November 2024 already opened its liability clause with carve-outs for death or personal injury caused by negligence and for fraud, which the January 2024 version did not.[3][2]
Term, suspension and exit. Either party may terminate for a material breach uncured thirty days after written notice. On expiry or termination the customer must stop using the Service and may export Customer Content for three months where an export function exists. Instructure may suspend access for violations of the restrictions, customer responsibilities, the Acceptable Use Policy or API Policy, and to the extent and for the duration necessary.[1]
Indemnity. Instructure defends third-party claims that the Service infringes intellectual property rights, except where fees are unpaid or the claim arises from Customer Content, misuse or combination with products not provided by Instructure. Its remedies include modifying the Service, obtaining a licence, or terminating and refunding prepaid fees for the unused portion.[1]
Law. Delaware law applies where the contracting entity is Instructure, Inc.; the laws of England and Wales and the English courts apply where it is Instructure Global Limited.[1]
Audits and compliance
The reconciliation in section 7.2 is the only compliance process in the Master Terms and it has no separate audit right, on-site or remote, beyond the SIS and system data comparison. The terms do not set a retroactive true-up period or a penalty. A practical preparation is to reconcile, before each renewal, the Order Form quantity against the user records that the customer’s SIS exports to Canvas, and to record which account types, such as guest, observer, TA or inactive accounts, are counted as Users. These steps are commentary, not Instructure requirements. Suspension is the other lever: Instructure may suspend access for fee arrears or restricted uses.[1]
Out of scope
- The signed Order Form, any negotiated amendments, consortium or state purchasing agreements, and reseller paper.
- The archived November 2023 version, except where noted. The January 2024 and Global November 2024 versions were compared only for the clauses named above.
- Data processing addenda, privacy notices and the Acceptable Use Policy.
- Prices and quantity derivation (FTE, headcount or enrolments), which are not public.