SchoolAI Terms of Service

These SchoolAI Terms of Service (“Terms”) state the binding legal terms and conditions between Client (defined below) and SchoolAI that as of the Effective Date govern the SchoolAI Technology, including the Products that Client contracted to receive pursuant to the applicable Order Form. SchoolAI and Client are each a “Party” and together the “Parties.” Capitalized terms not defined in context have the meaning given in Section 1 below.

Except to the extent Client and SchoolAI have negotiated a separate signed agreement, by signing an Order Form, providing a Purchase Order to SchoolAI, making payment to SchoolAI in response to an Order Form and/or corresponding invoice, or using the SchoolAI Technology, OR, IF YOU ARE A FREE TIER USER, BY CLICKING “I ACCEPT” OR BY OTHERWISE USING THE PRODUCT, Client expressly agrees these Terms of Service and License shall govern the use of SchoolAI Technology.

1. Definitions

   Words that are capitalized have the meanings set forth in Exhibit A or as otherwise defined in these Terms.

2. Grant of Rights and Licenses; Restrictions
   1. Right to Use Product. SchoolAI hereby grants to Client, exercisable by and through its Authorized Users, a revocable, non-exclusive, non-sub-licensable, non-transferable, royalty-free right during the Subscription Term to use and access the Product. Use of the Product is subject to any additional restrictions in the applicable Order Form, including limits on number of Authorized Users or sites. Client may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form.
   2. License to Mobile App. SchoolAI hereby grants to Client, exercisable by and through its Authorized Users, a non-exclusive, non-sublicensable, non-transferable, royalty-free right and license during the applicable Subscription Term to download, install and run the Mobile App on its Authorized Users’ mobile devices solely for purposes of interfacing with and using the Product. Any limits on the number of Authorized Users will also limit the number of Authorized Users enabled to access the Product through the Mobile App.
   3. License to Documentation. SchoolAI hereby grants to Client a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to use, copy, and reproduce Documentation as reasonably necessary to support Client’s and its Authorized Users’ use of the Products.
   4. Restrictions. Other than as expressly authorized in these Terms, the rights and licenses granted to Client in this Section 2 do not include any right to, and Client will not, and will not permit anyone to, do any of the following:
      1. modify, translate, adapt, alter, or create a derivative work of any portion of the SchoolAI Technology;
      2. sell, lease, loan, provide, distribute rent, copy, transmit, publicly display or otherwise transfer any portion of the SchoolAI Technology to any third-party;
      3. reverse engineer, disassemble, decompile, decode, decrypt, or otherwise attempt to gain access to the source code of SchoolAI Technology;
      4. display or disclose any portion of the Products to any person except to Authorized Users;
      5. remove, alter, or cover any copyright notices or other proprietary rights notices placed on or in any part of the Product;
      6. harvest, collect, gather, or assemble information or data regarding other subscribers;
      7. permit or transmit through or post on the Service unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;
      8. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
      9. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
      10. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service;
      11. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service;
      12. not use the Service for the purposes of competing with Licensor;
      13. use the SchoolAI Technology for the design, development, use or deployment of any software program or service, including but not limited to any purpose related to the training, testing, validating, or operating of any software or service incorporating a large language model, foundation model, deep machine learning, generative artificial intelligence, or any other algorithm, model, or process of a nature commonly referred to as artificial intelligence (“AI Tools”); or
      14. cause any third-party to do any of the foregoing.
   5. Order Forms. Notwithstanding anything to the contrary, except for Free Tier Users (whose access is defined in Section 4), Client’s and its Authorized Users’ rights to use SchoolAI Technology, as granted under this Section 2, are contingent on an active Order Form between the Parties with pricing and other terms applicable to Client’s use of the SchoolAI Technology and payment of any corresponding Subscription Fees.
   6. Responsibility for Authorized Users; Access Credentials. Client will be responsible for ensuring that its Authorized Users’ use of the Product is in compliance with the Agreement. Client and its Authorized Users will be solely responsible for securing and keeping confidential any login credentials for the Product (“Access Credentials”) and will immediately notify SchoolAI of any unauthorized use or disclosure of Access Credentials. SchoolAI reserves the right to terminate access of any Authorized User whose actions or omissions are in breach of the Agreement or otherwise jeopardize the security or integrity of the Product.
   7. Third Party Integrations. The Product may interface with certain third-party platforms (“Third-Party Platforms”), including, without limitation, third-party learning management systems. Integrations with specific Third-Party Platforms to be completed as part of the Integration Services (defined below) will be set out in the Order Form. Client acknowledges and agrees that SchoolAI are not responsible and shall have no liability for such third-party sites and services, products or services made available through them, or Client’s use of or interaction with them. Whether the third-party content appears within SchoolAI, or Client leaves the Product to view the content on another website, the third-party is in control of and independently produces, maintains, and monitors the content and Third-Party Platforms. Any use of Third-Party Platforms by Client will be subject to the applicable terms of use of those Third-Party Platforms. SchoolAI does not accept any responsibility or liability for the privacy practices of third parties. Client is solely responsible for paying all fees to maintain its account with Third-Party Platforms. In no event will SchoolAI be responsible for any failure to maintain a current account with a Third-Party Platform or any outage, unavailability, error, or fault with a Third-Party Platform. While SchoolAI strives to ensure access to Third-Party Platforms, there might be instances where their availability could change. In such cases, if the Third-Party Platform becomes unavailable for integration with SchoolAI’s corresponding Technology features according to its standards or for any other reason, SchoolAI may need to discontinue the integration and/or access. This action would not entitle Client to a refund, credit, or compensation and will not constitute a breach of the Agreement. Client understands that SchoolAI is not responsible for providing technical support for the Third-Party Platforms and that SchoolAI is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Platforms. For the avoidance of doubt, this section does not apply to third-party sub-processors of SchoolAI necessary to provide the services and Products to Client. By choosing to integrate with Third-Party Platforms, Client represents and warrants to SchoolAI that it has all necessary rights and authority to do so.
      1. Youtube. When Client or its users watch third-party content made available through the Product or navigate to third party sites, such as YouTube, Client is subject to the third party’s terms of use and privacy policies. Client expressly agrees to be bound by the YouTube Terms of Service available at: https://www.youtube.com/t/terms.
      2. Google. When Client or its users access Google applications or content through the Product, Client is subject to the Google Terms of Use available at: https://policies.google.com/terms?hl=en-US and the Google Privacy Policy available at: https://policies.google.com/privacy?hl=en-US. SchoolAI does not sell Google user data to third parties and will only use Google user data for the purposes of providing the Services to you. SchoolAI does not transfer Google user data to third parties for reasons other than providing or improving the Products to you.
   8. Feedback. If Client provides any feedback, suggestions, or comments (“Feedback”) to SchoolAI concerning the functionality and performance of any portion of the Product (including identifying potential errors and improvements), SchoolAI will be free to use that Feedback for any purpose without payment or restriction.
   9. Changes to the Product. SchoolAI may modify the Product from time to time through periodic Updates. SchoolAI reserves the right to charge additional fees for Updates that add material new modules, features, or functionality (provided that Client is not obligated to purchase those features unless agreed in an Order Form or otherwise in writing through the Product as an in-app purchase).
   10. All Rights Reserved. All rights and licenses not expressly granted by SchoolAI under the Agreement are reserved.
3. Integration Services, Training, Maintenance, and Support
   1. Integration Services. Subject to timely payment of all applicable fees, SchoolAI will provide the integration services purchased in the Order Form (the “Integration Services”). Client will cooperate with SchoolAI in performing the Integration Services, including by making available information, personnel, and networks as necessary for SchoolAI to accomplish the Integration Services.
   2. Training. Subject to the timely payment of all applicable fees, SchoolAI will provide the training purchased in the Order Form (“Training”). Unless otherwise stated in the Order Form, Training will be provided remotely to Administrators using a “train-the-trainer” approach and subject to these Terms, including the additional terms found in Exhibit B.
   3. Maintenance and Support. SchoolAI will provide Client with commercially reasonable technical support for the Product during the Term. Support inquiries should be directed to support@schoolai.com. Notwithstanding the foregoing, Client will be responsible for handling all support inquiries received from Students, and Client will in no event direct Students to SchoolAI for support inquiries. Additionally, SchoolAI does not guarantee that any support will resolve Client’s problems. Programming, educational advice and technical advice regarding programs that Client creates through the Product are outside of the scope of SchoolAI support. Additional support services may be available and may be purchased by Client through an Order Form.
   4. Service Level Agreement. SchoolAI will provide the Products in accordance with the service levels in Appendix 1 (“Service Level Agreement” or “SLA”).
4. Terms Applicable to Free Tier Users & State Agreements
   1. General; Individual Use Only. SchoolAI may elect to make the Product available through its website for no or minimal charge for Free Tier Users. This Section 4 applies to all Free Tier Users but to no other Clients and supersedes all conflicting terms in these Terms. No Order Form will be required for Free Tier Users. Free Tier Users are only authorized to use the Platform for their own personal use and may not share or redistribute their Credentials to any other Person. Free Tier Users may only have Authorized Users that are students who join their assigned Spaces via an authorized way.
   2. Non-Applicability of Certain Terms. Notwithstanding anything to the contrary in this Agreement, the following Sections of this Agreement do not apply to Free Tier Users and SchoolAI will have no obligations or liabilities under these Sections: Section 3 (Integration Services, Training, Maintenance, and Support), Section 7 (Payment and Invoicing), Section 8.8 (Subscription Terms), Section 8.2 (Term and Termination), Section 11.2 (Warranties), Section 11.3 (Remedies for SchoolAI Warranties), Section 14 (Limits of Liability), Appendix 1 (Service Level Agreement)
   3. Term. For all Free Tier Users, this Agreement commences on the Effective Date and continues until terminated as provided in this Section 4 or otherwise in the Agreement.
   4. Termination and Suspension. SchoolAI may terminate this Agreement with or without cause immediately upon notice to any Free Tier User. Any Free Tier User may terminate this Agreement at any time by e-mailing SchoolAI at support@schoolai.com. Additionally, SchoolAI may immediately suspend any Free Tier User’s access to the Product if it reasonably suspects any breach of this Agreement.
   5. Limitations of Liability for Free Tier Users. FOR ALL FREE TIER USERS, THIS SECTION 4.5 APPLIES IN LIEU OF SECTION 14. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) SCHOOLAI WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, OR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE; AND (B) SCHOOLAI’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS) WILL NOT EXCEED IN AGGREGATE $100.
   6. Conversion. If a Free Tier User uses their Institution’s property (e.g. email address) in creating an account to the SchoolAI Technology, the Free Tier User’s access may, at the Institution’s option, become subject to the terms of the Institution’s separate agreement with SchoolAI and the Free Tier User may be converted to an Authorized User of that Institution. Upon conversion, (i) SchoolAI will terminate Free Tier User’s access to the Product; (ii) this Agreement will immediately and automatically terminate; and (iii) Free Tier User will be responsible for obtaining Credentials from your organization for further use of the Product.
   7. Not all Features Available. SchoolAI may make less features and functionality of the Product available to Free Tier Users than it makes available to all other Clients. SchoolAI reserves the right to remove, change, deprecate, or terminate any features of the Product as made available to Free Tier Users with or without notice.
5. State Agency Contracts

   To the extent Client is a school or district purchasing or receiving access to SchoolAI Technology pursuant to or in connection with a contract between SchoolAI and Client’s State Education Agency or Department of Education (“Agency”), the terms of the contract between SchoolAI and Client’s Agency are incorporated herein, including applicable data sharing requirements.

6. Intellectual Property and Data Protection, Privacy & Security
   1. SchoolAI Technology. SchoolAI owns, and will retain ownership of, all right, title, and interest, including intellectual property rights, in and to the SchoolAI Technology, including any intellectual property rights, whether those rights are registered or not, and wherever in the world those rights may exist, subject to the rights of third-parties from whom SchoolAI licenses SchoolAI Technology. Except for the limited licenses and rights granted in Section 2, nothing herein grants to Client, or should be construed to grant to Client, any right, title, or interest in or to the SchoolAI Technology.
   2. Client Data. As between SchoolAI and Client, Client will be the exclusive owner of all Client Data. Client shall comply with all applicable legal requirements, including obtaining prior consent if necessary, when transferring or otherwise making available Client Data to SchoolAI. Client is responsible for ensuring that it has, and will continue to have, the right to transfer, or provide access to, the Client Data to SchoolAI to perform its obligations under this Agreement. Client and its Authorized Users grant SchoolAI a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and transferable right and license to (i) collect and analyze Deidentified Data that is and related information about the provision, use, and performance of the Services and to combine it with data from other customers into a new aggregated dataset, and (ii) use such De-identified Data and related information as a component of such new aggregated dataset, for the creation of internal benchmarking, statistical, research and marketing analyses, surveys, reports and studies.
   3. SchoolAI Data Usage.
      1. Use of Client Data. Subject to the terms of this Agreement, SchoolAI will access and use Client Data solely for purposes of providing the Product, performing Integration Services, delivering maintenance and support, and otherwise performing its obligations under this Agreement. SchoolAI’s permitted use of Client Data under this Section 6.3 includes the right for SchoolAI to share Client Data with its cloud service provider and with its Content Delivery Platform provider, and other agents and subcontractors of SchoolAI, solely for purposes of providing the Product and Integration Services. SchoolAI shall not sell, share, or otherwise disclose Client Data with other third parties without the consent of Client, unless such data is de-identified pursuant to applicable law.
      2. Use of Usage Data. SchoolAI may collect Usage Data and use it to operate, improve and support the Product and for other lawful business purposes, including benchmarking and reports. Upon Client’s request, SchoolAI may share certain Usage Data with Client to provide relevant usage and performance reporting. SchoolAI shall not sell, share, or otherwise disclose Usage Data with other third-parties unless such data is de-identified pursuant to applicable law.
   4. Data Protection.
      1. Security. The privacy and security of Your Client Data is important to us. Therefore, SchoolAI will perform all Services in accordance with these published Security measures, available at: https://schoolai.com/trust.
      2. Privacy. The privacy of Client Data is governed by our Privacy Notice, which can be found at: https://schoolai.com/privacy and any other terms that may separately be agreed to, including, but not limited to our Data Processing Agreement, where applicable, or as required by applicable data protection laws. In the event that Client or an Authorized User submits a support request, SchoolAI may need to access a User’s account. Any such access will be governed by Our Privacy Notice. We will not advertise or market to students who use SchoolAI, nor will any student information collected by SchoolAI be shared with third parties for advertising and marketing purposes. For Authorized Users who are not students, SchoolAI may send marketing emails to the address associated with the account. In addition, SchoolAI may use targeted advertising on third party sites. Moreover, SchoolAI will send out emails to non-student Authorized Users who may be eligible for a contest, sweepstakes, survey, or similar promotion that SchoolAI may host. SchoolAI does not run these types of promotions for students.
   5. Data You Need to Avoid. The SchoolAI Technology are not meant for data not related to educational services. Therefore, client agrees that it will not (and it will not require its Authorized Users to) provide SchoolAI any non-academic or non-educational related data such as social security numbers, financial account numbers, protected health information, driver’s license information, passport or visa number, or credit card information (belonging to an individual and not related to payment of any applicable Subscription Fees). Furthermore, SchoolAI is not obligated to monitor for entry of such data.
   6. Data Export. Client is solely responsible for exporting Client Data from the Product prior to termination of this Agreement. For the 30-day period immediately following any termination or expiration of this Agreement (the “Transition Period”) Client may be permitted to export its Client Data from the Products and SchoolAI will provide Client commercially reasonable assistance in performing this export for an additional fee, as evidenced by a signed order form. For the avoidance of doubt, SchoolAI will have no liability for deleting any Client Data after the Transition Period.
   7. Copyright Claims (Digital Millennium Copyright Act).
      1. Background. SchoolAI respects intellectual property rights and expects all users of our services to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have implemented procedures for reporting and responding to claims of copyright infringement.
      2. Initiating a claim. If you are a copyright owner, or an authorized representative of one, and believe in good faith that content on or accessible through SchoolAI Technology infringes your copyrighted work, you may submit a notice of copyright infringement by: Completing our online form at https://schoolai.com/dmca; or Sending a written notice to our designated agent: SchoolAI, Inc. Attn: General Counsel 2000 Ashton Blvd., #500, Lehi, UT 84043 legal@schoolai.com. Your notice must include: 1. A description of the copyrighted work you claim has been infringed. 2. A description of the material on SchoolAI Technology that you claim is infringing. 3. Information reasonably sufficient to permit us to locate the allegedly infringing material. 4. Your contact information. 5. A statement that you have a good faith belief that use of the copyrighted material is not authorized. 6. A statement that the information is accurate, under penalty of perjury. 7. Your physical or electronic signature. Important: Pursuant to 17 U.S.C. § 512(f), you may be liable for damages if you knowingly materially misrepresent that content is infringing.
      3. What Happens After We Receive a Notice. We may forward the notice to the user who posted the content. If we remove content pursuant to a valid DMCA notice, we will promptly notify the affected user. It is SchoolAI’s policy, in appropriate circumstances, to suspend or terminate accounts of repeat infringers.
      4. DMCA Counter-Notification Procedure. If you believe a notice was wrongfully submitted against you, you may file a counter-notification. Your counter-notification must include: 1. Your name, address, phone, email. 2. Description of removed material and where it appeared. 3. Statement under penalty of perjury of good faith belief of mistake. 4. Consent to jurisdiction in Federal District Court in your district or Salt Lake City, Utah. 5. Your signature.
      5. What Happens After We Receive a Counter-Notification. Upon receipt, SchoolAI will forward to the original complainant. If the complainant does not notify us within 10 business days of legal action, we will restore the material within 10-14 business days.
7. Payment and Invoicing
   1. Payments. Client’s use of the Product is subject to the subscription fees set forth in the Order Form, as well as any additional service fees and expenses set forth in the Order Form (collectively, the “Fees”). All amounts payable under this Agreement are denominated in United States dollars, will be paid in United States dollars, and are non-cancellable and non-refundable.
   2. Late Fees and Setoffs. Unless otherwise specified in the Order Form, Client will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Client will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by SchoolAI to collect any amount that is not paid when due.
   3. Taxes. Other than net income taxes imposed on SchoolAI, Client will bear all taxes, duties, and other governmental charges resulting from this Agreement. Client will pay any additional taxes as are necessary to ensure that the net amounts received by SchoolAI after all of those taxes are paid are equal to the amounts that SchoolAI would have been entitled to in accordance with this Agreement as if the taxes did not exist. If Client is tax-exempt, Client will acknowledge this on the Order Form and provide SchoolAI with the applicable tax-exemption certificate contemporaneously with the signed Order Form.
   4. Refunds. Except as otherwise expressly provided for in this Agreement, all Fees, once paid, are non-refundable, and there are no refunds or credits for any partially used period.
   5. Purchase Orders. In the event that You use purchase orders to effect the purchase of the licenses to the SchoolAI Technology, You also agree that no terms or conditions in Your purchase order (or other documentation) form override the terms of this Section 7.
8. Term and Termination
   1. Subscription Terms. This Agreement will commence on the earlier of (i) the Effective Date (defined in Order Form) or (ii) the start date of the Subscription Period as noted in the Order Form and continues for the Subscription Period reflected in the Order Form (“Initial Term”). Thereafter, the subscription will automatically renew for successive 12-month periods (each a “Renewal Term”) unless: (a) the Parties agree on a different renewal period in the Order Form; or (b) either Party notifies the other of non-renewal at least 30 days prior to the end of the current Subscription Term. The Initial Term together with any Renewal Term(s) shall be defined as the term (individually or collectively, as context may require “Subscription Term”).
   2. Termination. Either Party may terminate this Agreement if the other Party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after written notice of that breach; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, creditors’ arrangement, or comparable proceeding that is not dismissed within 60 days. Furthermore, SchoolAI may terminate this Agreement to the extent a new law is enacted during the Term that substantially changes the obligations of SchoolAI as a provider of the SchoolAI Technology to the extent where SchoolAI is unable to perform some or all of its obligations under the Agreement and will be entitled to terminate said obligations upon written notice to Client.
   3. Effect of Termination. Upon expiration or termination of this MSA, the Parties agree that: (a) it together with all applicable Order Forms will immediately terminate; (b) Client’s and its Authorized Users’ rights to the Product, Documentation, and other SchoolAI Technology will immediately terminate; and (c) each Party will return to the other Party (or upon the other Party’s request, destroy) all Confidential Information of the other Party in its possession or control, except de-identified information.
   4. Survival. The following Sections will survive any termination or expiration of this Agreement: 2.4, 2.10, 4.2, 4.5, 6.1, 7.2, 9.2, 9.3, 9.4, 8.3, 8.4, 10.3, 11.4, 11.5, 12, 13, 14, and 15.
9. Forum Content
   1. Forum Content. Certain features of the Product may permit Client and its Authorized Users to post, publish, or display (“Post”) content, data, text, images, video, audio, or other materials that to message boards, forums, or other public or shared areas of the Product intended for viewing by other users of the Product (“Forum Content”). Client and its Authorized Users retain any copyright and other proprietary rights that they may hold in any Forum Content that is Posted, subject to the licenses granted in these Terms.
   2. License to SchoolAI. Client grants Provider a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable (solely to third-party service providers) license to host, store, reproduce, modify (solely for formatting or technical purposes), display, perform, distribute, and otherwise use any Forum Content it Posts as necessary to operate, provide, and improve the Product, including making such Forum Content available to other users of the Product.
   3. License. Client grants each other user of the Product a non-exclusive, worldwide, royalty-free license to access and view any Forum Content it Posts, and to use such Forum Content to the extent permitted by the Product’s functionality and this Agreement.
   4. Responsibility; Exclusion from Client Data. Client is solely responsible for all Forum Content submitted by Client or its Authorized Users and represents and warrants that it has all rights necessary to grant the licenses above and that such Forum Content does not infringe or violate any third-party rights or applicable laws. For clarity, Forum Content is not “Client Data” for purposes of this Agreement, and nothing in this Agreement limits Provider’s rights to use Forum Content as described in this Section 9.
10. AI Features
    1. General. Client may submit Client Data and other information (including in the form of prompts or queries) (“Input”) to the Product’s AI Features and receive output from the AI Features (“Output”).
    2. AI Providers; Rights to Input and Output. SchoolAI may leverage third-party artificial intelligence systems, in providing the AI Features (those entities, “Providers”). SchoolAI may use, analyze, and process Input or Output for purposes of providing the AI Features and fine tuning its models, provided however, that SchoolAI does not store, encode or otherwise incorporate any Client Data or any personally identifiable data into its models and any such fine tuning is based on aggregated, Deidentified Data only. SchoolAI will not share Client’s Input or Output with any third-party except to Providers and other vendors as necessary to provide the AI Features, however, Providers are not permitted to use Client’s Input or Output for purposes of improving or generating their own commercial models nor are they permitted to share, sell, or otherwise distribute Client’s Input or Output with third-parties other than in connection with providing the AI Features to Client.
    3. Disclaimers Regarding AI. Due to the nature of the AI Features, SchoolAI does not represent or warrant that: (a) any Output does not incorporate or reflect third-party content or materials; (b) any Output will not infringe third-party intellectual property rights; and (c) any Output does not reflect the views or opinions of SchoolAI. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by SchoolAI. Client should independently review and verify all Outputs as to appropriateness for any or all use cases or applications. Client is solely responsible for any Output and its reliance on or use of Output and shall not use any Output for any purpose that could have a legal or significant effect on an individual without prior independent human verification. The warranty disclaimers and limitations of damages in this Agreement apply to the AI Features. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SCHOOLAI WILL HAVE NO LIABILITY TO CLIENT OR ANY THIRD-PARTY FOR DECISIONS MADE BASED ON THE OUTPUT OR OTHERWISE FROM CLIENT’S OR ANY THIRD-PARTY’S RELIANCE ON THE OUTPUT.
11. Warranties and Disclaimer
    1. Mutual Warranties. Each Party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against that Party in accordance with its terms; and (b) that each person signing this Agreement is duly authorized to enter into this Agreement and no authorization or approval from any third-party is required in connection with that Party’s execution, delivery, or performance of this Agreement. Furthermore, SchoolAI represents it will comply with all applicable laws governing it as a provider of the SchoolAI Technology and Client represents it will comply with the laws governing it as an educational institution or its usage of the SchoolAI Technology.
    2. SchoolAI Warranties. SchoolAI represents and warrants that:
       1. the Product will be materially as described in the Documentation and SchoolAI will not materially decrease the overall functionality of the Product during a Subscription Term (the “Performance Warranty”); and
       2. all Integration Services will be provided in a professional and workmanlike manner (“Services Warranty”).
    3. Remedies for SchoolAI Warranties. SchoolAI will use reasonable efforts to correct a verified breach of the Performance Warranty or Services Warranty reported by Client. If SchoolAI fails to do so within 60 days after Client’s warranty report, then either Party may terminate the Agreement solely as it relates to the non-conforming Product or Integration Service, in which case SchoolAI will refund to Client any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Integration Services (for the Services Warranty). To receive these remedies, Client must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Product or 30 days after performance of the relevant Integration Services. The procedures in this Section 11.3 are Client’s exclusive remedies and SchoolAI’s sole liability for breach of the Performance Warranty or Services Warranty.
    4. Client Additional Warranties. Client represents and warrants to SchoolAI that: (a) it will use the Product in compliance with all applicable laws; (b) it has all necessary rights, consents, and authorizations to provide the Client Data to SchoolAI, including, without limitation, any necessary consents from or on behalf of students as required under applicable law; and (c) any Client Data or other content uploaded by Client or its Authorized Users to the Services does not infringe the intellectual property rights of any third-party.
    5. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 11, SCHOOLAI MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SCHOOLAI EXPRESSLY DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND ACCURACY. SCHOOLAI DOES NOT WARRANT THAT USE OF THE SERVICES OR PROFESSIONAL SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME FOR CLIENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SCHOOLAI DOES NOT WARRANT THAT THE SERVICES OR PROFESSIONAL SERVICES WILL BE ERROR-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. THE WARRANTIES IN THIS SECTION 11 DO NOT APPLY TO ANY THIRD-PARTY TECHNOLOGY.
    6. Beta Services. Client may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Product; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Product; (d) Beta Services constitute SchoolAI’s Confidential Information; and (e) BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND SCHOOLAI’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100).
12. Indemnification
    1. Indemnification by SchoolAI. SchoolAI will defend Client from and against any third-party claim alleging that the Product, when used by Client and its Authorized Users as permitted under this Agreement, infringes or misappropriates a third-party’s U.S. patents or copyrights (each, an “Infringement Claim”), and will indemnify and hold harmless Client against any damages and costs awarded against Client (including reasonable attorneys’ fees) or agreed in a settlement by SchoolAI resulting from the Infringement Claim, subject to any limitations of liability.
    2. Indemnification by Client. Client will defend SchoolAI from and against any third-party claim resulting from: (a) a breach of any material provision of this Agreement; (b) violation of any applicable law in connection with its use of the Product; or (c) any failure to obtain the necessary consents, authorizations, or legal rights when collecting Client Data or sending Client Data to SchoolAI, and will indemnify and hold harmless SchoolAI against any damages and costs awarded against SchoolAI (including reasonable attorneys’ fees) or agreed in a settlement by Client resulting from these claim.
    3. Procedures. For purposes of this Agreement, “Indemnified Party” means a Party entitled to indemnification under this Section 12 and “Indemnifying Party” means a Party obligated to provide indemnification under this Section 12. The Indemnifying Party’s obligations under this Section 12 are subject to it receiving: (a) a prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the Indemnified Party (at the Indemnifying Party’s cost and expense). The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent if that settlement imposes any non-monetary obligation on the Indemnified Party. The Indemnified Party may participate in a claim with its own counsel at its own expense.
    4. Mitigation. In response to any actual or reasonably suspected Infringement Claim, SchoolAI may at its option: (a) procure rights for Client’s continued use of the Products; (b) replace or modify the allegedly infringing portion to make it non-infringing; or (c) if the foregoing options are not commercially practicable, terminate the affected Order Form and refund any applicable pre-paid, but unused fees.
    5. Exceptions. Notwithstanding anything to the contrary, SchoolAI’s obligations in this Section 12 do not apply: (a) to infringement or misappropriation resulting from Client’s modification of the Products or use of the Products with any technology not provided by SchoolAI; (b) to unauthorized use of the Products; (c) to any Client Data; (d) to any infringement or misappropriation relating to Third-Party Technology; or (e) if Client settles or makes any admissions about a claim without SchoolAI’s prior written consent.
    6. Exclusive Remedy. This Section 12 sets out Client’s exclusive remedy and SchoolAI’s entire liability regarding infringement or misappropriation of third-party intellectual property rights by the SchoolAI Technology.
13. Confidentiality
    1. Confidential Information. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, and equipment), that is designated by the Disclosing Party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties. For clarity, Client Data is the Confidential Information of Client and Usage Data is the Confidential Information of SchoolAI.
    2. Exclusions. The confidentiality and non-use obligations under this Section 13 will not apply to any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party, without restriction, at the time of disclosure by the Disclosing Party; (d) is obtained by the Receiving Party from a third-party without a breach of the third-party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
    3. Non-Use and Non-Disclosure. Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under this Agreement. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third-parties or to Receiving Party’s employees, except to those employees of the Receiving Party (and, in the case that Client is the Receiving Party, its Authorized Users) with a need to know. Receiving Party will not reverse engineer, disassemble, or decompile any prototype, software or other tangible objects which embody the Disclosing Party’s Confidential Information. Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law so long as the Receiving Party gives the Disclosing Party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
    4. Maintenance of Confidentiality. Receiving Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own similar Confidential Information (but in no event less than a reasonable degree of care) and will ensure that its employees who have access to Confidential Information of Disclosing Party have signed a non-use and non-disclosure agreement in content similar to the provisions of this Section 13 prior to any disclosure of Disclosing Party’s Confidential Information to those employees.
    5. Return of Materials. Upon the termination of this Agreement, Receiving Party will deliver to the Disclosing Party or, at the Disclosing Party’s election, destroy all of the Disclosing Party’s Confidential Information that it may have in its possession or control.
    6. Remedies. Each Party acknowledges that any violation or threatened violation of this Section 13 may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.
14. Limitations of Liability
    1. Disclaimer of Consequential Damages. EXCEPT IN CONNECTION WITH: (A) CLIENT’S PAYMENT OBLIGATIONS; (B) EITHER PARTY’S BREACH OF SECTION 13 (CONFIDENTIALITY), EXCEPT FOR BREACHES RELATED TO CLIENT DATA; (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); OR (D) LIABILITIES THAT CANNOT BE LIMITED BY LAW (COLLECTIVELY, THE “EXCLUDED CLAIMS”), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, OR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
    2. Monetary Cap on Direct Damages. EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS) WILL NOT EXCEED IN AGGREGATE THE AMOUNT PAID OR PAYABLE BY CLIENT TO SCHOOLAI PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
    3. Independent Allocations of Risk. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SCHOOLAI TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT AND WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION 14.3 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THE AGREEMENT.
    4. Basis of the Bargain. CLIENT ACKNOWLEDGES THAT SCHOOLAI HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15. Miscellaneous
    1. Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other.
    2. Non-Assignability. This Agreement may not be assigned by either Party without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, change of control, or sale of all or substantially all of that Party’s assets or equity. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns.
    3. Marketing. Client grants SchoolAI a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use Client’s name, logos, and other trademarks, service marks, and trade names (collectively, the “Marks”) solely to identify Client as a customer of SchoolAI in SchoolAI’s marketing and promotional materials, including on SchoolAI’s websites, presentations, proposals, customer lists, and at industry events.
    4. Surveys. SchoolAI may, from time to time, contact individual schools, teachers, or other Authorized Users for the purpose of requesting participation in surveys or other voluntary information-gathering activities relating generally to the Product and services provided by SchoolAI. Participation in any survey is entirely voluntary and any information gathered will be subject to SchoolAI’s privacy policy here: https://schoolai.com/privacy.
    5. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule. Any disputes arising from or related to this Agreement will be instituted exclusively in the state and federal courts located in Salt Lake County, Utah, and each Party irrevocably submits to the exclusive jurisdiction of those courts in any applicable suit, action, or proceeding.
    6. Notices. All notices to SchoolAI must be delivered in writing by e-mail to legal@schoolai.com with a copy via courier, certified or registered mail (postage prepaid and return receipt requested) to Attn: SchoolAI Legal, 2000 Ashton Blvd., #500, Lehi, UT 84043. Notices to Client will be sent to the Client e-mail or physical address in the Order Form or otherwise on file with SchoolAI.
    7. Subcontractors. SchoolAI is permitted to use subcontractors to perform any part of its obligations under this Agreement, but SchoolAI remains responsible for any action or inaction by those subcontractors that, if it were attributable to SchoolAI, would be a breach of this Agreement.
    8. Force Majeure. Performance of either Party (except for Client’s inability to pay applicable fees) will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control of and not caused by the negligence of the non-performing Party.
    9. Disclaimer Regarding Voice Recording. The Product may include certain features, such as text-to-speech, that may utilize audio recording capabilities of school-issued devices to support student learning. To the extent any state or federal law requires notice or disclosure of such features, Client agrees that by entering into this Agreement it has been notified of and consents to such features.
    10. Export Compliance. Client will comply with all relevant U.S. and foreign export and import laws in using the Products and other materials received from SchoolAI in connection with this Agreement. Client: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in a country that is subject to a U.S. government embargo; (b) agrees not to access or use the Products in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit any Client Data or other information to SchoolAI or the Products that is controlled under the U.S. International Traffic in Arms Regulations.
    11. Government Rights. To the extent applicable, the Product is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, modification, disclosure or transfer of the Product is governed solely by the terms of this Agreement, and all other use is prohibited.
    12. Waiver and Severability. The waiver by either Party of any breach of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of that Party’s right to demand strict compliance in the future. If any part of this Agreement is unenforceable, the remaining portions of the Agreement will remain in full force and effect.
    13. Entire Agreement. This Agreement, including any of its exhibits, together with the Order Form, is the final and complete expression of all agreements between these Parties and supersedes all previous oral and written agreements regarding these matters.
    14. Modification of Agreement. SchoolAI may, from time to time, modify these Terms. If SchoolAI makes a material change, SchoolAI will give Client notice of that change via e-mail or by posting the revised terms at least 60 days before the change is scheduled to take effect (“Notice Period”). For Free Tier Users, material changes will be effective at the end of the Notice Period and if the changes are unacceptable the Free Tier User may terminate this Agreement under Section 4. For all other Clients that are not Free Tier Users, material changes will be effective at the beginning of the next Renewal Term and if Client does not agree to those material changes, Client must elect not to renew under Section 8. SchoolAI may require that Client agrees to the revised Agreement in order to keep using the Services. Except as expressly permitted in this Section 15.14, this Agreement may be amended only by a written agreement signed by authorized representatives of the Parties.
    15. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.
    16. Headings. The headings used in this Agreement are for convenience only and will not affect the interpretation of this Agreement.

Exhibit A — Definitions

The following capitalized terms have the meanings set forth below:

• “Administrator” means Client’s current administrators, staff, and employees, including temporary staff.
• “Agreement” means, collectively, these Terms, together with any applicable Order Form.
• “AI Features” means any features and/or functionality of the Product powered by artificial intelligence (including machine learning).
• “Authorized Users” means any Students and Administrators which are permitted by Client to use the Product.
• “Beta Services” means services or features identified as “alpha,” “beta,” or “evaluation,” or words or phrases with similar meanings.
• “Client” means the entity executing an Order Form referencing this Agreement, or, if applicable, the individual Free Tier User.
• “Client Data” means text, communications, or other data uploaded to or transmitted through the Product by its Authorized Users.
• “Content Delivery Platform” means the designated technology platform through which Client and its Authorized Users will access the Product.
• “Deidentified Data” means data that has been de-identified in accordance with applicable law such that it cannot reasonably be used to identify a natural person.
• “Documentation” means any documentation or information provided or made available by SchoolAI to Client under this Agreement concerning the Product.
• “Effective Date” has the meaning given in the applicable Order Form or, for any Free Tier Users, the date that the Free Tier User registers or otherwise accesses the Product.
• “Free Tier User” means any user that is subscribing to the service on an individual basis (e.g. a teacher) through https://schoolai.com/.
• “Institution” means the school, school district, or other educational organization with which a Free Tier User may be associated.
• “Mobile App” means the SchoolAI mobile application released by SchoolAI for use with the Product.
• “Order Form” means the ordering document between SchoolAI and Client from which this Agreement is referenced or attached.
• “Person” means any individual, corporation, partnership, limited liability company, association, trust, or other entity or organization.
• “Product” means the AI-powered educational product as described in an Order Form or, for Free Tier Users, on https://schoolai.com/.
• “SchoolAI” means SchoolAI, Inc., a Delaware corporation.
• “SchoolAI Technology” means, individually or collectively, the Product, the Documentation, and any other software, technology, or data provided by SchoolAI to Client, including any Updates to these items.
• “Students” means any of Client’s currently enrolled students.
• “Subscription Fees” means the fees payable by Client to SchoolAI as set forth in the applicable Order Form.
• “Subscription Term” means the period specified in the applicable Order Form during which Client’s Authorized Users will be entitled to use the Product.
• “Third-Party Technology” means any software, source code, object code, models, processes, methods, algorithms, inventions, APIs, SDKs, or other technology which is not owned by SchoolAI.
• “Updates” means periodic enhancements, updates, new features, new functionalities, or other improvements or changes to the Product or any other SchoolAI Technology.
• “Usage Data” means information, data, learning, and other metrics regarding Client’s and Authorized Users’ use of the Product, but excluding Client Data.

Exhibit B — Additional Terms and Conditions — Training

The following additional terms and conditions apply to Training purchased by Client:

1. Training will be delivered remotely unless otherwise agreed in the Order Form.
2. SchoolAI will provide Training using a “train-the-trainer” approach, meaning SchoolAI will train Client’s designated Administrators, who will then be responsible for training other Authorized Users within Client’s organization.
3. Client is responsible for scheduling Training sessions within the timeframe specified in the Order Form. If no timeframe is specified, Training must be scheduled within 90 days of the Effective Date.
4. Client will ensure that all participants in Training sessions have the necessary equipment, internet connectivity, and access credentials to participate effectively.
5. SchoolAI will provide Training materials to Client for internal use. Client may not distribute Training materials to third parties without SchoolAI’s prior written consent.
6. Cancellation of a scheduled Training session requires at least 48 hours’ notice. Sessions cancelled with less than 48 hours’ notice may be forfeited at SchoolAI’s discretion.
7. Training sessions not used within the timeframe specified in the Order Form (or, if no timeframe is specified, within 12 months of the Effective Date) will expire and no refund or credit will be provided.
8. SchoolAI may update Training materials from time to time to reflect changes to the Product.
9. Additional Training beyond what is specified in the Order Form may be purchased at SchoolAI’s then-current rates.

Appendix 1 — Service Level Agreement

SchoolAI will make available the Product in accordance with the performance standards in this Appendix 1. All capitalized terms not defined in this Appendix 1 will have the meanings that are defined in the Agreement.

1.      Availability and Credits.