LAST UPDATE: DECEMBER 1, 2024

AI Functionality Policy

This document sets forth Schoox’s AI Functionality Policy (this “Policy”) referenced in Schoox’s General Terms of Service available at www.schoox.com (the “Terms”), and is incorporated into the Service Agreement between Schoox and the customer identified on the applicable Order (the “Customer”). In the event of a conflict with the Terms, this Policy will control with respect to matters within its scope. Capitalized terms used but not otherwise defined in this Policy have the meanings assigned in the Terms.

1. Policy Scope and Acceptance.

Schoox makes certain AI Functionality available to its customers through the Schoox Learning Platform. By using such AI Functionality and/or enabling such use by its Authorized Users, Customer consents to and agrees to comply with this Policy, effective as of the earlier of: (a) Customer’s acceptance of this Policy either within the Schoox Learning Platform or pursuant to the applicable Order; or (b) Customer’s use of any AI Functionality. As used herein, the term “AI Functionality” refers to any features, functionality and tools based on artificial intelligence, including machine learning, that are developed by Schoox or third-party technology providers and that are accessible within the Schoox Learning Platform, excluding any Customer Integrated Models. As used herein, the term “Customer Integrated Models” means any features, functionality and tools based on artificial intelligence that are integrated into the Services by or on behalf of the Customer but that are not provided by Schoox. For the avoidance of doubt, the term “Services” includes Schoox’s provision of AI Functionality to Customer and its Authorized Users in accordance with the Service Agreement and this Policy.

If you do not agree with the terms of this Policy, you cannot use or enable Schoox’s AI Functionalities.

For assistance with disabling any AI Functionality, please contact your Schoox Customer Success Manager.

2. Use and Restrictions.

a. Input and Output. Customer may provide input, including data, images, audio files, and/or other information, to be processed by AI Functionality (“Input”) and receive output generated and returned by the AI Functionality based on such Input (“Output”). Customer represents and warrants that it has obtained all necessary rights, approvals, and consents for its use of Input in connection with the AI Functionality. As between Schoox and Customer, Input and Output (collectively, “AI Content”) constitutes Customer Content as defined in the Terms, and all provisions governing Customer Content in the Terms or to which the Parties have otherwise expressly agreed apply to such AI Content.

b. Personal Information. Customer agrees that AI Content will not include any Personal Information of an identifiable individual.

c. Restrictions. Customer is responsible for all AI Content associated with its use of AI Functionality, which must comply with Schoox’s Acceptable Use Policy available on Schoox’s website at all times. In particular, Customer may not use any AI Functionality to create or generate any AI Content that is harmful or misleading, or that violates any applicable laws, regulations, or the rights of any third party. Customer may not use any Output relating to a person that could have a legal or materially adverse impact on such person, such as making credit, educational, employment, legal, medical, or other important decisions about them. In addition, Customer may not remove or alter any watermarks or content authenticity metadata that may be generated with the Output, or otherwise attempt to mislead others about the original of the Output.

d. No AI/ML Training. Customer’s use AI Functionality is limited to Customer’s legitimate, internal business purposes only. Customer may not, and may not allow any third party to, use any AI Functionality or Output to create, train or test any other machine learning algorithms or artificial intelligence systems.

e. Restrictions on Schoox’s Use of AI Content. Schoox will use and access AI Content only to the extent necessary to provide AI Functionality to Customer, comply with applicable laws and regulations, and enforce Schoox’s policies, in accordance with the Terms. In the event Customer does not use any AI Functionality or enable such use by its Authorized Users, then Schoox will not use or access Customer Content in connection with any AI Functionality for any purposes, including to train or improve any AI/ML model.

3. Warranty Disclaimer.

a. General. Customer acknowledges that Output is generated by artificial intelligence and that it may not always be accurate or flawless. Schoox does not warrant or guarantee the accuracy, completeness, reliability, security or appropriateness of any Output, or that Customer’s use of such Output does not infringe any third party’s rights. Customer should always rely on human oversight and review of any Output to ensure its accuracy and appropriateness for Customer’s use and its compliance with any applicable laws, regulations, and other restrictions before using or sharing such Output. Customer should not rely on any Output as the sole source of any factual information or as a substitute for professional consultation or expert advice. Customer further acknowledges and agrees that Schoox has no obligation to monitor any AI Content, although Schoox may remove AI Content from the Schoox Learning Platform that it identifies or reasonably suspects violates this Policy. Schoox assumes no liability for any AI Content, including any omissions or errors contained in any Output.

b. Similar Output. Notwithstanding anything to the contrary in this Policy, Customer acknowledges and agrees that (i) AI Functionality may generate output for other Schoox customers or third-party end users that is the same or similar to Output generated for Customer, and (ii) Customer has no claim or right, title, or interest against Schoox or any other Schoox customer or third-party end user to the extent such claim relates to such same or similar output. Customer further acknowledges and agrees that because Output may not be unique to Customer, it may not qualify for protection under any Intellectual Property Rights.

c. Customer Integrated Models. For the avoidance of doubt, Schoox will have no obligation or liability of any kind with respect to Customer Integrated Models and any output generated thereby.

4. Third-Party Technology Providers.

Schoox may use third-party technology to provide AI Functionality. By using AI Functionality or enabling such use by its Authorized Users, Customer directs and consents to the transfer of the applicable Input to such third-party technology providers, including, but not limited to, OpenAI and Amazon Web Services.

5. Violations.

Schoox reserves the right to investigate any suspected misuse of AI Functionality, and suspend, terminate, or otherwise modify Customer’s access to AI Functionality if such misuse is identified. In addition, a violation of this Policy by Customer or its Authorized Users is deemed a breach of the Service Agreement and may trigger the termination and suspension provisions set forth therein. Schoox further reserves the right to pursue any remedy available under applicable law or regulations to enforce this Policy and to recover any damages caused by a breach of this Policy by Customer or any of its Authorized User.

6. Policy Updates.

Schoox may update this Policy from time to time in its discretion by posting the updated Policy to Schoox’s Website.

[End of AI Functionality Policy]