Scholar Cohort Program Terms of Use ("Terms")

Welcome to the Scholar Cohort Program (the "Program"), developed by Blackboard T&L, LLC ("Blackboard," "we," or "us"). The Program gives your institution early access to Blackboard's latest product, Scholar (the "Product"), before its full production launch. We are making this beta available to Higher Education Institutions in the United States so they can explore Scholar's features and evaluate how it can support their students' education and academic needs ("Participants" or "You").

As a Participant, you will enable your students to access Scholar so that their education journey is improved. Participants and their students will be able to give us feedback directly on Scholar and its features, so we can work on improving it by aligning it with Participants' and their students' needs.

The following terms govern Participant access to and use of the Product as part of the beta release and apply to all Participants and their authorized users, including students and other individuals authorized by Participants to access and use the Product ("Authorized Users"). You represent and warrant that you are an authorized representative of your organization with the authority to bind the organization to these Terms, and that you agree to these Terms on the organization's behalf. You represent and agree that you will ensure that all Authorized Users will also comply with the obligations set forth in these Terms.

1. Product, Scope Beta

The Product is currently available as a beta 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. Participation

Participation in the Program is voluntary. Participants acknowledge that the purpose of the Program is to grant Participants early access to Blackboard's new product in exchange for feedback. There is no compensation for participating in the Program nor any discounts or special prices for when, and if, the Product is released in a production environment. We may modify or cancel the Program at any time at our sole discretion.

3. Duration

The Program will be available through the end of December 2026, and for any subsequent cohort term in which Participant elects to continue by mutual agreement, but in no event beyond the end of June 2027 (the "Term"). During this Term, Participants will have access to the Product. Once the Term ends, we will decide whether the Product is released under a production environment. Participants will receive updates, as we have them.

4. Processing of Data

Participants acknowledge that we will Process Personal Information for purposes of providing the Product. Participants agree that we may also Process Personal Information for additional lawful purposes, including: (i) evaluating, improving and/or developing our products and services; (ii) developing new products and services; and (iii) analytics and research, provided that we Process only the minimum amount of Personal Information necessary, and the output of the Processing is aggregated or De-identified Data, to which we implement appropriate technical safeguards and business processes to prevent the re-identification of individuals.

5. AI Features

You acknowledge and accept that the Product includes AI Features. As such, we hereby grant you a non-exclusive, non-transferable, revocable and limited right to access and use the AI Features as part of your participation in the Program. You shall not use AI Features for any purposes beyond the scope of access granted in these Terms including the purposes described in the following sentence. You shall not nor allow the Authorized Users to, at any time, directly or indirectly: (i) decode, duplicate, reverse engineer, disassemble or decompile (except to the extent decompiling is permitted by applicable law for the purposes of interoperability), the AI Features; (ii) reproduce training data from the AI Features, engage in model extraction, or otherwise attempt to derive or gain access to source code, algorithms, models, model weights, parameters or other underlying technology components of the AI Features; (iii) use the AI Features for any malicious, toxic, or unauthorized purpose; or (iv) use AI Features to create or generate output in a manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. As between you and Blackboard, Blackboard owns all right, title, and interest in and to the AI Features, and we reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted hereunder, nothing in these Terms grants you or any third party any right, title, or interest in or to the AI Features.

6. Participant Input; Participant Output

As between Blackboard and Participant, Participant owns all right, title, and interest, in and to the information, data, materials, text, prompts, images, works, code, or other content: (i) input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Participant through an AI Feature ("Participant Input"); and (ii) generated by or otherwise output from an AI Feature in response to a Participant Input ("Participant Output," and together with Participant Input, "Participant Data"); provided that Participant Data excludes the AI Features. Participant hereby grants Blackboard a non-exclusive, royalty free, worldwide license to reproduce, distribute and otherwise use, display and process Participant Data for the purpose of the provision of the AI Features to the Participant. Unless prohibited by applicable law, we may delete Participant Data at any time if we determine that Participant Data violates these Terms or that deletion is necessary to comply with applicable law. You are solely responsible for: (i) evaluating (including by human review) Participant Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on Participant Output and (ii) your decisions, actions, and omissions in reliance or based on Participant Output.

7. AI Features Definition

"AI Features" means any feature, functionality, or component offered by us that incorporates, uses, depends on, or employs any machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content based on user-supplied prompts.

8. Performance and Results

The Program may experience occasional outages, delays or latency issues. The Service Level Agreements that are applicable to Participant's Blackboard products do not apply to the Program and Blackboard will not be liable for these outages, delays or latency issues. Blackboard may decide to add, modify and/or remove any features available in the Program at any time, without prior notice. Blackboard will decide what features, if any, included in the Program are included in the production environment of the Product.

9. Feedback and Participants Obligations

We appreciate and encourage regular feedback to help improve the Product. When You and/or your Authorized Users provide comments, suggestions, survey responses, or other feedback regarding the Product ("Feedback"), You grant Blackboard the rights to use such Feedback in any way and for any purpose. Blackboard encourages Feedback throughout the Program, including through in-product surveys, support channels, and group discussions. Blackboard may share Feedback with the other Participants.

10. Disclaimer of warranties and liability

The Program is provided "as is" and, to the maximum extent permitted by law, we make no warranties or representations express or implied, either by fact or by operation of law, statutory or otherwise, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title or non-infringement. Moreover, except as expressly prohibited by law, in no event will we be liable for (a) any loss of business, contracts, profits, anticipated savings, goodwill or revenue; (b) any loss or corruption of data, (c) any incidental, indirect or consequential losses or damages whatsoever (including, without limitation, special, punitive, or exemplary damages) that arise as a result of this Program.

11. Licensing Agreement

These Terms will be incorporated by reference into the agreement signed between each Participant and Blackboard, its affiliates or subsidiaries for the licensing of the Blackboard products and services (the "MSA"). In case there is any conflict or contradiction between these Terms and the MSAs signed between each Participant and Blackboard, its affiliates or subsidiaries, these Terms will prevail in all matters related to the Program. The capitalized terms that are not defined in these Terms will have the definitions included in the MSA and in Blackboard's Privacy Policy.

12. General Blackboard Terms of Use

Each Authorized User must also comply with the general Blackboard Terms of Use available at: https://www.blackboard.com/trust-center/terms-of-use#-general-terms_OTP-11.

13. Changes to these Terms

We may revise these Terms from time-to-time, unilaterally and without prior notice to reflect changes to the Program. The most current version of these Terms will always be linked at https://scholar.com/cohort-terms. By continuing to access or use the Program after those revisions become effective, you agree to be bound by the revised Terms.