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LEARNUPON SUPPLEMENTAL SERVICES TERMS

 

The following Supplemental Services Terms form a part of the Platform Subscription Agreement (the “Agreement”) entered into by LearnUpon Limited and the party named in the Agreement (“Customer” or “You”). All capitalized terms in these Supplemental Terms shall have the same meanings as defined in the Agreement and Order Form, unless otherwise defined herein.  These Supplemental Terms apply to You to the extent the applicable Supplemental Service is included in Your Order Form. LearnUpon may update these Supplemental Terms from time to time. In the event of any conflict between these Supplemental Terms, the Agreement and the Order Form, the order of priority shall be first the Agreement, then the Supplemental Terms and the Order Form.

CREATE WITH EASYGENERATOR

During the use of the Platform, LearnUpon may offer, for a separate Subscription Fee, “Create with EasyGenerator” Supplemental Services. For each Create with EasyGenerator seat purchased by You, Your End User(s) who has a valid password, may access the Create with EasyGenerator Supplemental Services for the Term set forth in the Order Form.

LEARNUPON ARTIFICIAL INTELLIGENCE TOOLS 

From time to time, LearnUpon may offer, through its Platform, certain Supplemental Services, features, or functionalities, which use or are powered by AI (“AI Tools”), which You may decide whether or not to use in the ways described in these AI Terms.

AI Generated Content. During the use of the Platform, You may submit Your own Content to be processed by AI and receive AI generated data based on Your Content (“Output”), which shall be provided back to You.  As between LearnUpon and Customer, All Content and Output is owned by Customer. The term, “Content,” shall include all Output and Output shall be subject to the same terms and conditions as Content under the Agreement.  Customer is solely responsible for all Content and Output, including the accuracy, quality, appropriateness, and legality thereof, and represents and warrants that its Content and Output and use of AI shall not: (i) violate any applicable law; (ii) violate these AI Terms or the Agreement; (iii) be used for any bias or profiling of individuals; or (iv) infringe, violate, or misappropriate the intellectual property rights of LearnUpon or any third party.

Customer Content License. By making any Content available through the Platform, Customer hereby grants LearnUpon a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable, right to use, process, copy, reproduce, modify, create derivative works of, excerpt, translate, publish, display, transmit, perform, and distribute the Content solely as necessary to (i) provide AI data to You; and (ii) operate, enhance, improve, and further develop the Platform. Customer represents and warrants that it possesses all rights necessary to provide Content and to grant the licenses to LearnUpon set forth herein. LearnUpon shall not permit any third parties to use the Content or Output in any way or to train their Al models. For purposes of this Agreement however, the creation of derivative works using AI Tools shall not be deemed “work made for hire.”

Restricted Use of AI Tools. Customer shall not use the AI Tools: (i) to develop machine learning models or similar technology; (ii) for any biased programming or profiling of individuals; (iii) to mislead any person that Output from the Platform was solely human generated; (iv) in violation of any applicable laws or contractual obligations. Customer will not provide to LearnUpon any personally identifiable information (“Personal Data”), including without limitation, names, addresses, phone numbers, email addresses, or birth dates, to LearnUpon for processing via AI Tools.  Any Personal Data in the Content shall be the responsibility of Customer, including obtaining permissions for its use, and Customer shall indemnify and defend LearnUpon and hold LearnUpon harmless, against any third-party claims based on use of the AI Tools in violation of these AI Terms; or use or disclosure of such Personal Information.

Termination of the Use of AI Tools. Customer may, at any time during the term of the Agreement opt out of the use of the AI Tools by providing written notice to LearnUpon.

Disclaimer. Customer acknowledges and agrees that AI and the AI Tools have not been fully tested. The AI Tools use experimental technology, and any Output may not meet Customer’s desired use including, without limitation, that it may be inaccurate, offensive, or duplicative of content generated by AI for others. Customer must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of the AI Tools. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO SECTION 13 (WARRANTIES), AI AND THE AI TOOLS ARE PROVIDED BY LEARNUPON TO CUSTOMER “AS IS” WITHOUT ANY INDEMNITIES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), AND MAY BE MODIFIED, DISCONTINUED, OR CANCELLED AT ANY TIME FOR ANY REASON AT THE SOLE DISCRETION OF LEARNUPON.

Modifications. LearnUpon may, in our sole discretion, modify, or update these AI Terms from time to time. Customer’s continued use of the AI Tools after any such change constitutes Your acceptance of any modifications to these AI Terms.

Third-Party Provider Terms (“Microsoft Azure”). The AI Tools contain derivatives of a machine learning generative model whose distribution is subject to restrictions. If Customer chooses to use the AI Tools, Customer may not use AI Tools in any manner that violates any Microsoft Azure policy or terms and conditions, including without limitation: Code of Conduct.

LEARNUPON CONTENT FOUNDATIONS

During the use of the Platform, LearnUpon may offer, for a separate Subscription Fee, additional services, features, and Content, which may include course materials, text, outlines, slides, graphics files, animation files, data files, graphic user interface, images, audio, and music (the “LearnUpon Content Foundations”).  Customer shall have the right to access that number of files within LearnUpon Content Foundations for which Customer has subscribed, during the Subscription Period for LearnUpon Content Foundations.  Customer must also have an active paid Plan for use of the Platform during the same Subscription Period.

LearnUpon Content Foundations Limited License. During the term of the Agreement and the Subscription Period for LearnUpon Content Foundations, LearnUpon grants to Customer a limited, worldwide, non-exclusive, royalty-free, non-transferable, right to use, process, copy, reproduce, modify, create derivative works of, excerpt, translate, publish, display, transmit, perform, and distribute those portions of LearnUpon Content Foundations for which Customer has paid a Fee, solely for its internal operations in connection with its use of the Platform. Customer shall not permit any third parties (e.g., non “End Users’) to use LearnUpon Content Foundations in any way.

Customer is solely responsible for its use, and the use by its authorized End Users of LearnUpon Content Foundations, including the accuracy, quality, appropriateness, and legality thereof.

Any Personal Data used in connection with LearnUpon Content Foundations shall be the responsibility of Customer, including obtaining permissions for its use,

Disclaimer. Customer acknowledges and agrees that LearnUpon Content Foundations is provided for general information and may not meet Customer’s needs or desired use including, without limitation, that the content may be inaccurate or out of date. Customer must use discretion when relying on, publishing, distributing, or otherwise using LearnUpon Content Foundations.

The information is not presented as a source of legal or other types of advice. You should not rely, for legal advice, on statements or representations made within LearnUpon Content Foundations, or by any externally referenced Internet sites. If You need legal advice upon which You intend to rely in the course of Your legal affairs, consult a competent, independent attorney.  LearnUpon does not assume any responsibility for actions or non-actions taken by people who access LearnUpon Content Foundations, and no one shall be entitled to a claim for detrimental reliance on any information provided or expressed.

Notwithstanding anything to the contrary in the Agreement, including, but not limited to Section 13 (Warranties), LearnUpon does not endorse, guarantee, or warranty the accuracy, reliability or thoroughness of any referenced information, product or service in LearnUpon Content Foundations. It is Your responsibility to validate any legal or other information contained in LearnUpon Content Foundations.  Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties are those of the respective author(s) and do not necessarily reflect those of LearnUpon. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO SECTION 13 (WARRANTIES) OR SECTION 15.1 (LEARNUPON INDEMNITY), LEARNUPON CONTENT FOUNDATIONS IS PROVIDED BY LEARNUPON TO CUSTOMER “AS IS” WITHOUT ANY INDEMNITIES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE).

Modifications. LearnUpon may, in its sole discretion, modify, or update LearnUpon Content Foundations and these Supplemental Terms from time to time. Customer’s continued use of LearnUpon Content Foundations after any such changes constitutes Your acceptance of any modifications to LearnUpon Content Foundations and these Supplemental Terms.