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D2L Generative AI Services Terms

The terms below are provided for reference purposes only and are no longer in effect. The use of the D2L Generative AI Services are now governed by the current terms available at: https://www.d2l.com/legal/additional-service-terms/. By continuing to use the D2L Generative AI Services, Client agrees to be bound by the terms set out at that URL, as may be updated from time to time.

These terms, together with the existing executed Agreement between the Parties (the “Agreement”), governs terms and conditions between Client and D2L relating to the D2L Generative AI Services (as defined below).

Notwithstanding anything to the contrary in the Agreement between D2L and Client, the following terms apply to Client’s use of all functionalities that can make predictions, recommendations, decisions, generate text, images, or other media through the use of artificial intelligence models (“D2L Generative AI Services”). These terms shall prevail over any conflicting terms set out in the Agreement with respect to D2L Generative AI Services.

Use Limitations

  1. If D2L has a reasonable basis to believe that Client’s use of D2L Generative AI Services, or Client data submitted to D2L Generative AI Services (“Client Input”), is inconsistent with the terms of this Agreement, D2L may limit, restrict, or terminate a Client’s access to or use of D2L Generative AI Services. Notwithstanding the foregoing, Client understands and agrees that D2L is under no obligation to monitor Client’s use of the D2L Generative AI Service or the Client Input.
  2. D2L prohibits the use of D2L Generative AI Services for generating any text, images, or other media (“Output Content”) that inflicts harm on individuals or society. Client may not use the D2L Generative AI Service for the purposes listed below, or for any illegal or harmful activity, including but not limited to:
    1. Child sexual abuse material or any content that may exploit or harm children
    2. Generation of hateful, harassing, or violent content
    3. Generation of malware
    4. Activity or information that could lead to high risk of physical harm
    5. Activity or information that could lead to high risk of economic harm
    6. Fraudulent or deceptive activity
    7. Adult content, adult industries, and dating apps
    8. Activity or information that violates people’s privacy
    9. Engaging in the unauthorized practice of law, or offering tailored legal advice without a qualified person reviewing the information
    10. Offering tailored financial advice without a qualified person reviewing the information
    11. Telling someone that they have or do not have a certain health condition, or providing instructions on how to cure or treat a health condition
    12. High risk government decision-making
  3. Client shall not represent that the Output Content was human generated when it was not.
  4. Client shall use commercially reasonable efforts to remove and/or depersonalize any personal information included or incorporated into Client Input. Client shall not include or incorporate personal information of any child under the age of 13 years old in Client Input.
  5. Client understands and acknowledges that generative artificial intelligences models may produce text, images, and other media that is inappropriate and/or inaccurate. Client agrees that it will use all reasonable means to validate all Output Content for accuracy and appropriateness.
  6. Client warrants that it has sufficient rights in the Client Input to submit it to the D2L Generative AI Service and that such Client Input does not infringe, misappropriate or violate a third-party’s intellectual property. To this end, to the extent permitted by applicable law, Client agrees to indemnify and hold D2L harmless against any third-party claim related to Client’s use of the D2L Generative Service, including claims of infringement related to Client Input submitted to or Output Content generated from the D2L Generative AI Services.
  7. Client may not use the D2L Generative AI Services to decompile, disassemble, modify the source code of, or reverse engineer the underlying generative artificial intelligence model(s), including exfiltrating the weights of such model(s). Client may not use the D2L Generative AI Services for web scraping, web harvesting, or similar methods designed to extract data from the D2L Generative AI Service.
  8. Client acknowledges and agrees that Client Input (and its associated Output Content) may be processed and/or stored outside of Client’s hosting jurisdiction country.

Intellectual Property

  1. Client owns all Client Input. D2L will not use Client Input to train, retrain the underlying generative artificial intelligence models.
  2. D2L does not own Output Content. To the extent D2L owns Output Content, D2L grants all its right, title, and interest in and to the Output Content to Client. Notwithstanding the foregoing, Client understands and acknowledges that Output Content from D2L Generative AI Services may not be unique. Therefore, Client’s rights in Output Content (including ownership thereof) may not be enforceable against third parties.
  3. Client understands and agrees that D2L and/or its third-party suppliers (who are under obligations of confidentiality with D2L) may temporarily store Client Input submitted to the D2L Generative AI Service, or its Output, for debugging and to monitor for and prevent abusive or harmful uses or outputs of the services.

Warranties

  1. Client understands that the D2L Generative AI Service is provided “AS IS” WITHOUT WARRANTY OF ANY KIND.  THE ENTIRE RISK, INCLUDING DIRECT AND INDIRECT DAMAGES, ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH CLIENT.  IN NO EVENT SHALL D2L BE LIABLE FOR ANY DIRECT CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF D2L HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Termination

  1. D2L may terminate Client’s access to the D2L Generative AI Service at any time by providing Client 30 days written notice. If D2L terminates Client’s access to the D2L Generative AI Service as set out in this section, D2L shall remit to Client a prorated (to the date of termination) reimbursement of any pre-paid fees for such D2L Generative AI Service.

Fees

  1. D2L Generative AI Services Offered at No Additional Cost
    • Client shall have reasonable, but not excessive use, of any D2L Generative AI Services that may be made generally available to D2L clients at no additional charge (e.g., as part of a trial or pilot offering). D2L reserves the right, at its sole discretion, to determine what constitutes reasonable use and may limit Client’s access to the Generative AI Services, if Client is excessive in its usage.
  2. Paid Offerings of the D2L Generative AI Services
    • For paid features of the D2L Generative AI Services, Client shall be entitled to the number of AI Generations as set out in an Order. If Client exceeds its number of AI Generations during a contract year, D2L may limit Client’s use of the D2L Generative AI Services.

Any obligations which by their nature are intended to survive under these terms, shall survive termination or expiration of these terms or the Agreement. Except as set out in these terms, all other terms of the Agreement remain in full force and effect.

Last modified: July 2, 2024