Scholar Pilot Product Terms of Use

1. Product Scope: Pilot

The Product is currently available as a pilot offering made available for testing, evaluation, product research, and feedback purposes only.

The Product is provided free of charge unless we expressly state otherwise in writing or in the Product interface.

2. Eligibility; U.S. Higher Education Student Focus

The Product is intended for individual end users in the United States who are current students at colleges, universities, community colleges, graduate schools, or other post-secondary educational institutions, or who otherwise use the Product for higher education-related purposes in their individual capacity.

You may use the Product only if: (a) you reside in the United States; (b) you can form a legally binding contract with us; (c) you are at least 18 years old; and (d) your use complies with these Terms and all applicable laws.

If you use the Product in connection with any institution, scholarship program, or educational opportunity, you are solely responsible for complying with any institutional policies, honor codes, technology rules, or other requirements that apply to you. Unless expressly stated by us in writing, no college, university, or other institution is a party to these Terms or responsible for the Product.

3. Privacy; Data Practices; No Sensitive Data Use Case

Your use of the Product is also subject to our Privacy Statement available at https://scholar.com/privacy, which is incorporated into these Terms by reference.

Because the Product is a pilot offering, we may collect, analyze, and use account information, usage data, telemetry, diagnostics, crash reports, logs, interaction data, and feedback to operate, maintain, support, secure, evaluate, improve, and develop the Product and related offerings, including to test features, models, and system performance, subject to our Privacy Statement and applicable law.

The Product is not intended for storage, retention, or processing of sensitive information, including Social Security numbers, financial account information, government-issued identification numbers, health information, official education records (other than the course, assignment, grade, and other information you authorize Scholar to access from your institution's learning management system or choose to upload), or other highly sensitive personal information, unless we expressly state otherwise in writing. You should not upload or submit such information through the Product.

We do not make any commitment to retain, export, retrieve, or return any data, content, or account information, and you are solely responsible for maintaining your own backups.

4. Accounts; Security

You will need to create an account to access the Product. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us promptly of any known or suspected unauthorized access or security incident involving your account.

You consent to receive electronic communications from us related to the Product, including notices, updates, disclosures, and transactional messages, by email, in-product notice, push notification, or other electronic means permitted by law.

5. Limited License, Company Ownership

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Product for your personal, non-commercial use during the pilot period and solely in accordance with these Terms.

As between you and us, the Product, including all software, interfaces, workflows, designs, algorithms, models, training methods, documentation, trademarks, trade names, service marks, branding, and all related intellectual property rights, are and remain exclusively owned by us and our licensors. Except for the limited rights expressly granted in these Terms, no other rights are granted to you.

6. Your Content, License to the Company and Responsibility for Content

You may provide, submit, upload, post, transmit, or otherwise make available text, prompts, questions, assignments, files, images, audio, video, feedback, or other information or materials through or in connection with the Product (collectively, "User Content").

As between you and us, you retain whatever ownership rights you have in your User Content. However, you grant us and our affiliates, service providers, contractors, and subprocessors a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, store, reproduce, modify, adapt, translate, reformat, process, transmit, display, perform, distribute, create derivative works from, and otherwise use your User Content: (a) to provide, operate, secure, support, maintain, debug, improve, develop, test, and enhance the Product and related services; (b) to enforce these Terms and protect our rights; (c) to comply with law; and (d) as otherwise described in our Privacy Statement.

To the maximum extent permitted by applicable law and as disclosed in our Privacy Statement, you also grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use User Content and related data to train, develop, adapt, improve, evaluate, and validate the Product and related technologies, models, and services; provided that if you offer us feedback or suggestions separate from Product usage, Section 7 applies as well.

You represent and warrant that: (a) you own or control all rights necessary to submit the User Content and grant the rights described in these Terms; (b) your User Content and your use of the Product will not infringe, misappropriate, or violate any third-party right or any law; and (c) you have obtained all permissions and consents needed for any third-party materials or personal information included in your User Content.

7. Feedback, Ideas, Product Research

You are expected to provide comments, ideas, suggestions, product ratings, survey responses, bug reports, usability impressions, testimonials, or other feedback regarding the Product (collectively, "Feedback"). You agree that we may request and collect Feedback through the Product, by email, by phone, through surveys, interviews, or by other means.

You hereby irrevocably assign us all right, title, and interest in and to all Feedback and all related intellectual property rights. If any Feedback cannot be assigned as a matter of law, you grant us a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up right and license to use, reproduce, modify, adapt, create derivative works from, disclose, distribute, perform, display, make, have made, sell, offer for sale, import, and otherwise exploit such Feedback for any purpose, without notice, attribution, approval, or compensation to you.

We are not obligated to use any Feedback, keep it confidential, or provide any compensation or acknowledgment for it.

Company may provide Participant with gift cards or other incentives in exchange for participation and Feedback. Participant is responsible for any applicable taxes.

8. Acceptable Use Restrictions

You may not, and may not permit any other person to: (a) copy, modify, distribute, sell, lease, sublicense, or exploit the Product except as expressly permitted by these Terms; (b) reverse engineer, decompile, disassemble, decode, attempt to derive source code from, or otherwise discover the underlying code, structure, ideas, algorithms, models, weights, prompts, or system architecture of the Product, except to the limited extent such restriction is prohibited by law; (c) use the Product to build or improve a competing product or service; (d) use automated means, scraping tools, bots, or similar methods to access or extract data from the Product except as expressly authorized by us; (e) interfere with, disrupt, degrade, or compromise the integrity, performance, or security of the Product; (f) bypass, disable, or circumvent any usage limits, access controls, or technical restrictions; (g) upload malicious code, spam, misleading content, infringing content, or unlawful, harmful, threatening, harassing, deceptive, discriminatory, or objectionable content; (h) use the Product in a manner that violates any honor code, academic integrity rule, testing restriction, or institutional policy; (i) use the Product to obtain unauthorized access to accounts, networks, or systems; or (j) use the Product in violation of applicable law.

We may monitor use of the Product and investigate suspected misuse to the extent permitted by law.

9. Usage Limitations, Changes, No Service Commitments

We may, at any time and in our sole discretion, impose, modify, suspend, or remove usage limits, quotas, eligibility criteria, feature gates, storage limits, model caps, throttling rules, or other restrictions on access to or use of the Product, with or without notice.

We may change, update, modify, replace, suspend, disable, or discontinue any aspect of the Product, including features, functionality, integrations, interfaces, or availability, at any time, with or without notice and with no liability or obligation to you.

We are under no obligation to make the Product generally available, to continue offering the Product, or to provide any roadmap, support, maintenance, service levels, uptime commitments, security commitments, response times, data retention commitments, or other assurances.

10. Third-Party Services; App Stores; External Content

The Product may include, interoperate with, or rely on third-party services, software, content, models, app stores, browser extension stores, websites, tools, or integrations. We do not control and are not responsible for third-party services or content.

Your access to or use of any third-party service or content may be subject to separate terms, conditions, and privacy policies between you and the applicable third party. We are not responsible for those third-party terms or for any loss or damage arising from third-party services, content, or conduct.

If you download or use any mobile app version of the Product through a third-party app store, the applicable app store's terms may also apply, and the app store provider is not responsible for the Product except as required by applicable law.

11. Copyright Complaints, Repeat Infringers

We respect intellectual property rights and expect our users to do the same. If you believe content available through the Product infringes your copyright, you may submit a notice to our designated copyright agent at DMCA Notice, General Counsel, Blackboard T&L, LLC, 1111 19th St, NW, 8th floor, Suite 801, Washington, DC 20036, Email: GeneralCounsel@blackboard.com.

Your notice should include: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient for us to locate it; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and you are authorized to act on behalf of the owner.

We may remove allegedly infringing content and terminate repeat infringers at our discretion.

12. Term, Suspension, Termination

These Terms begin when you first accept them or first access or use the Product and continue until terminated. Your participation is voluntary in the Scholar Free Trial and may be terminated by either party at any time.

Furthermore, we may suspend, restrict, or terminate your access to the Product, delete your account, remove User Content, or stop making the Product available to you at any time, for any reason or no reason, with or without notice and with no liability to you.

Upon any suspension or termination: (a) your right to use the Product ends immediately; (b) we may delete or disable access to your User Content and account information without any obligation to retain or return it; and (c) Sections that by their nature should survive will survive, including Sections 3, 5-7, 9-17.

13. Disclaimers

THE PRODUCT IS PROVIDED "AS IS," "AS AVAILABLE," "WITH ALL FAULTS," AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, AVAILABILITY, SECURITY, OR THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR REPRESENT THAT THE PRODUCT OR ANY OUTPUT, RECOMMENDATION, CONTENT, OR RESULT GENERATED BY OR THROUGH THE PRODUCT WILL BE ACCURATE, COMPLETE, RELIABLE, AVAILABLE, SECURE, LAWFUL, NON-INFRINGING, OR SUITABLE FOR YOUR NEEDS; THAT ANY DATA, CONTENT, OR ACCOUNT INFORMATION WILL BE STORED, PRESERVED, OR RECOVERABLE; OR THAT ANY DEFECTS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT THE PRODUCT MAY GENERATE INCORRECT, INCOMPLETE, BIASED, OUTDATED, OFFENSIVE, OR NON-UNIQUE CONTENT OR RESULTS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND EVALUATING ANY OUTPUT OR OTHER CONTENT BEFORE USING, RELYING ON, SHARING, SUBMITTING, OR ACTING ON IT.

THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, OFFICIAL INSTITUTIONAL GUIDANCE, ACADEMIC ADVISING, LEGAL ADVICE, MENTAL HEALTH OR MEDICAL ADVICE, OR EMERGENCY SERVICES.

14. Limitation of Liability, No Company Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, DATA, CONTENT, OR USE, ARISING OUT OF OR RELATING TO THE PRODUCT OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCT OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) FIFTY U.S. DOLLARS (US$50), OR (B) THE AMOUNT YOU PAID US, IF ANY, FOR ACCESS TO THE PRODUCT IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS OBLIGATES US TO INDEMNIFY, DEFEND, OR HOLD HARMLESS YOU OR ANY THIRD PARTY FOR ANY CLAIM, LOSS, DAMAGE, OR LIABILITY ARISING FROM OR RELATING TO THE PRODUCT, ANY OUTPUT, OR YOUR ACCESS TO OR USE OF THE PRODUCT.

Some jurisdictions do not allow certain disclaimers, exclusions, or limitations; in that case, this Section applies only to the maximum extent permitted by applicable law.

15. Your Indemnity

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless us and our affiliates, licensors, service providers, officers, directors, employees, agents, successors, and assigns from and against any claims, demands, actions, proceedings, damages, judgments, settlements, penalties, fines, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your Feedback; (c) your use of the Product; (d) your violation of these Terms; (e) your violation of applicable law; or (f) your infringement, misappropriation, or violation of any third-party right. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with us.

16. Governing Law, Arbitration, Class Action Waiver, Jury Trial Waiver

16.1. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules, except that the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the interpretation and enforcement of the arbitration agreement below.

16.2. Relationship

Your participation does not create any employment, contractor, partnership, or academic relationship between the parties.

16.3. Informal Resolution First

Before either party starts a formal claim, the party must send written notice to the other party describing the dispute and the requested relief. If you have a dispute with us, you must send notice to generalcounsel@blackboard.com. The parties will attempt in good faith to resolve the dispute informally within sixty (60) days after notice.

16.4. Binding Individual Arbitration

Except for small claims matters and claims seeking injunctive or equitable relief to protect intellectual property, confidential information, or data security, any dispute, claim, or controversy arising out of or relating to these Terms, the Product, or the relationship between you and us will be resolved by final and binding arbitration administered by JAMS under its then-current Optional Expedited Arbitration Procedures or, if JAMS is unavailable, another nationally recognized arbitration provider selected by us. The arbitration will be conducted in the U.S. county where you reside or, if mutually agreed, remotely or in another mutually agreed location. The arbitrator will have exclusive authority to resolve all issues relating to arbitrability, scope, enforceability, and formation of this arbitration agreement, except a court may decide issues relating to the enforceability of the class action waiver below to the extent required by law.

16.5. Small Claims / Injunctive Relief

Either party may bring an individual claim in small claims court if the claim qualifies and remains in that court. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or data security.

16.6. Costs

Payment of filing, administration, and arbitrator fees will be governed by the arbitration provider's consumer rules, except to the extent otherwise required by law. Each party will bear its own attorneys' fees unless the arbitrator awards fees under applicable law or these Terms.

16.7. Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR MASS ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

16.8. Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING TO THE FULLEST EXTENT SUCH WAIVER IS ALLOWED.

16.9. Opt-Out Right

You may opt out of the arbitration agreement and class action waiver by sending written notice to generalcounsel@blackboard.com within thirty (30) days after you first accept these Terms. Your notice must include your full legal name, the email address associated with your account, and a clear statement that you want to opt out of arbitration. If you opt out, all other provisions of these Terms will continue to apply.

16.10. Severability

If any part of this Section 16 is found unenforceable, the unenforceable part will be severed, and the remainder will be enforced to the fullest extent permitted by law, except that if the class action waiver is found unenforceable with respect to a particular claim or request for relief, then Section 16.4 will be unenforceable as to that claim or request for relief to the extent required by law.

17. General Terms

We may assign or transfer these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms without our prior written consent.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

These Terms, together with the Privacy Statement and any additional terms we clearly designate as applicable to the Product, constitute the entire agreement between you and us regarding the Product and supersede prior or contemporaneous understandings regarding the Product.

We may update these Terms from time to time. Unless applicable law requires a different process, updated Terms will become effective when posted or otherwise communicated. Your continued use of the Product after the updated Terms become effective constitutes your acceptance of the updated Terms.

Questions about these Terms may be sent to generalcounsel@blackboard.com.