AI Supplemental Terms of Use

Effective Date: 11/7/2023

These “Supplemental Terms” apply to our features which incorporate artificial intelligence models or tools (each an “AI Feature”). These AI Features are made available to you and your company (referred to herein as “you”) pursuant to these Supplemental Terms. You should carefully read through these Supplemental Terms to understand your rights and responsibilities, as these Supplemental Terms constitute a contract between your company and Skilljar. If you do not agree to these Supplemental Terms or are not authorized to bind your company to these Supplemental Terms, do not click “accept” or use the AI Feature(s). By clicking “accept” or using the AI Features you hereby agree on behalf of your company to these Supplemental Terms. If there is any conflict between these Supplemental Terms and Skilljar Terms, or any other agreement between you and Skilljar, then the terms of these Supplemental Terms shall govern with respect to the AI Feature.

We may update these Supplemental Terms from time to time. If we do update these Supplemental Terms, you are free to decide whether to accept the updated terms or to stop using the AI Feature. Your use of the AI Feature after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the updated Supplemental Terms.

Use Requirements

The AI Features will leverage your content that you have loaded into Skilljar and may allow you to input or upload text, images, and other data (“Input”). Based on the Input, you may generate and receive certain output (“Output”). You acknowledge that AI and machine learning are rapidly evolving fields of study. Given the probabilistic nature of machine learning, use of the AI Feature may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. Your use of the AI Feature must not engage in activity that is harmful to you, the AI Feature, or others. You must use any Output in accordance with applicable law and subject to any third-party rights.

You acknowledge and agree that due to the nature of the AI Feature, others users may receive identical or similar-looking Output and that the AI Feature may generate incorrect information.

Privacy

The AI Feature is provided using one or more third party AI service providers (referred to herein as our “AI Service Providers”). When you use the AI Feature your data will be shared with our AI Service Providers, and by submitting your Input to the AI Feature, you consent to the disclosure of your Input to the applicable AI Service Provider.  Skilljar does not automatically include any user metadata or PII when you make AI requests, however, any PII present in the content that you submit as “Input” when using this tool, will be included in the request to the AI model and provided to our AI Service Providers.

Feedback

You agree that any submission of ideas, suggestions, comments, questions, or other feedback (“Feedback”) relating to the AI Feature to Skilljar is at your own risk and that Skilljar has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. Skilljar may use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, disclose, and/or otherwise use Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. Nothing in these Supplemental Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

No Representations or Warranties

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SKILLJAR TERMS OR ANY OTHER AGREEMENT BETWEEN YOU AND SKILLJAR, ALL AI FEATURES, SUPPORT, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND SKILLJAR, ITS SUBSIDIARIES, PARENTS, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. Skilljar makes no representations or warranties with respect to their services or the associated Output, and you agree Skilljar will not be responsible for any act or omission of the AI Service Providers.  WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE AI FEATURE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA (INCLUDING OUTPUT) FOR ACCURACY, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS.

Indemnification

Notwithstanding anything to the contrary in the Skilljar Terms or any other agreement between you and Skilljar, your use of the AI Feature including as it relates to any Output derived is not covered by any indemnity obligations from Skilljar. You agree to indemnify and hold Skilljar, its subsidiaries, parents, affiliates, officers, agents, employees, service providers, and other partners harmless from and against any and all claims, actions, costs, liabilities, damages (actual and consequential), penalties, fines, losses, and expenses (including legal and other professional fees) arising out of, relating to, or resulting from: (i) your use of the AI Feature, including your subsequent use of any Output from the AI Feature; (ii) your breach of these Supplemental Terms; or (iii) your violation of any applicable law, rules, or regulations. In the event of such claim, we will endeavor to provide notice of the claim, suit, or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder. You agree that the provisions in this section will survive any termination of your account, these Supplemental Terms, your access to the AI Feature, or your access to Skilljar.

Suspension and Termination

We reserve the right to suspend or discontinue offering or supporting all or part of any AI Feature at any time and for any reason, to some or to all users. Subject to the requirements of applicable law, we may limit, suspend, or terminate your use of any of the AI Feature at any time without notice and for any reason, including, without limitation, if you breach these Supplement Terms, if you violate the User Guidelines, or if your Skilljar account is suspended, deactivated, or closed by us or by you.

Who Am I Contracting With?

Skilljar inc.