Version 1.0 · Last updated November 9, 2026

1. Applicability

1.1 Supplement. These AI Feature Terms (“AI Terms”) supplement and are incorporated into the Software as a Service (SaaS) Subscription Agreement or other written agreement (the “Agreement”) between the Elentra entity that is party to the Agreement, such as Elentra US, LLC (“Elentra”), and the institution that is party to the Agreement (“Institution”). Capitalized terms used but not defined in these AI Terms have the meanings given in the Agreement.

1.2 Acceptance. Institution accepts these AI Terms when an administrator accepts them in the Services, which is required before any AI Feature can be enabled. The individual who accepts them represents that they have read these AI Terms and are authorized to bind Institution to them. Acceptance in the Services is Institution’s signature for purposes of the Agreement, including any provision requiring amendments to be signed, and is an electronic signature for purposes of the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable version of the Uniform Electronic Transactions Act. Elentra will keep a record of each acceptance, including the user who accepted, the date and time, and the version of these AI Terms accepted.

1.3 Scope. These AI Terms apply only when Institution or its Authorized Users access or use AI Features. An Institution that does not enable or use AI Features is not bound by obligations in these AI Terms that concern their use.

1.4 Effective date. These AI Terms take effect when they are first accepted under Section 1.2.

1.5 Interpretation. If the Agreement uses a different term for a concept used in these AI Terms, such as Institution, Institution Data, Authorized Users, Documentation, Order Form, Fees, Term or Sub-contractor, the term in these AI Terms refers to the equivalent term in the Agreement.

1.6 Terms the Agreement does not define. If the Agreement does not define a capitalized term used in these AI Terms, the term has the meaning given in this Section or, if none is given, its ordinary meaning in the context of the Services. “Services” means the hosted software and related services that Elentra provides to Institution under the Agreement. “Authorized Users” means the individuals whom Institution permits to access and use the Services. “Institution Data” means information, data and other content that Institution or its Authorized Users submit to or through the Services, or that is derived from Processing it through the Services, excluding De-Identified Data. “De-Identified Data” means information derived from Institution Data from which personally identifiable information, and information identifying Institution, has been removed or obscured so that a reasonable person could not identify any individual or Institution with reasonable certainty, consistent with the de-identification standards of the Family Educational Rights and Privacy Act (“FERPA”), including 34 C.F.R. § 99.31(b)(1), and other applicable law. Elentra will take reasonable measures to ensure that De-Identified Data cannot be associated with an individual or Institution, will not attempt to re-identify it, and will contractually prohibit any person to whom it discloses De-Identified Data from attempting to re-identify it. “Process” means to perform any operation on data, including collecting, storing, using, analyzing, transmitting, disclosing and deleting it. “Order Form” means an order form, quote or similar ordering document entered into under the Agreement.

2. Definitions

“AI Features” means features or functionality of the Services that use artificial intelligence, machine learning or similar technologies.

“Input” means content, data, prompts, files and instructions that Institution or its Authorized Users submit to an AI Feature, including Institution Data that an AI Feature retrieves from the Services at their direction.

“Output” means content that an AI Feature generates in response to Input and returns to Institution. Output does not include generic, non-Institution-specific content an AI Feature provides, such as help-center answers about how to use the Services. Once a user accepts or edits Output and saves it in the Services, the saved content is Institution Data like any other content entered in the Services and is no longer Output.

“AI Content” means Input and Output together.

“Third-Party AI Provider” means a third party that provides AI models, platforms or services that Elentra uses to provide AI Features.

“AI Documentation” means the Documentation that describes AI Features, including Elentra’s AI transparency page at https://elentra.com/policies/ai-transparency and related in-product documentation. The AI Documentation forms part of any Documentation under the Agreement. It describes the AI Features, the data they use, their known limitations, where AI Content is processed, and any usage limits. If the AI Documentation conflicts with these AI Terms, these AI Terms prevail.

“Usage Data” means information about the operation and use of AI Features, such as which AI Features are used and how often, response times, error rates, user ratings, and whether a user accepts, skips or edits a suggestion, including any reason the user selects for skipping it. Usage Data does not include the text of Input or Output.

“High-Stakes Decision” means a decision that has a legal or similarly significant effect on an individual. It includes decisions about admission, grading, assessment of competence, progression, promotion, remediation, dismissal, graduation, credentialing, licensure, employment, and patient care.

3. AI Features

3.1 Identification. Elentra will identify AI Features in the Services, for example with a label or icon, or in the AI Documentation. The AI Documentation will describe the intended purposes of the AI Features, the types of data they use, their known limitations, and how users should review Output.

3.2 Administrative controls. Elentra will give Institution’s administrators the ability to enable or disable each AI Feature separately for Institution’s organization. Each AI Feature, including any that Elentra releases in the future, will be disabled until an administrator enables it. Delivering an AI Feature as part of an update to the Services does not enable it. An administrator must accept these AI Terms under Section 1.2 before enabling the first AI Feature. Enabling one AI Feature does not enable any other. Administrators may disable any AI Feature at any time.

3.3 Use of AI Features. AI Features are part of the Services. Subject to the Agreement and these AI Terms, Institution and its Authorized Users may use each AI Feature during the term of the Agreement in connection with their authorized use of the part of the Services in which that AI Feature appears.

3.4 Ownership of AI Features. AI Features are part of the Services. As between the Parties, Elentra or its licensors own all right, title, and interest in the AI Features, including underlying models, prompts, system instructions and configurations, all of which are Elentra’s confidential information. Elentra reserves all rights not expressly granted.

3.5 Fees. Fees for AI Features, if any, are governed by the Agreement, including any Order Form, between Institution and Elentra. These AI Terms do not set or change any Fees.

4. Input, Output and data use

4.1 AI Content is Institution Data. Input and Output are Institution Data under the Agreement. Except as these AI Terms provide otherwise, every provision of the Agreement that governs Institution Data applies to AI Content, including those on confidentiality, student education records, security of personal information, and return and deletion of data, and any data processing agreement between the Parties.

4.2 Ownership. As between the Parties, Institution retains all rights to its Input. To the extent permitted by law, Institution owns the Output, and Elentra assigns to Institution any rights Elentra may have in it. This assignment does not include the AI Features, Elentra’s templates, prompts or other pre-existing materials, or generic content that is not specific to Institution, all of which Elentra retains. Institution may use Output for any lawful purpose consistent with the Agreement. Institution acknowledges that Output may not be unique, that other institutions may receive similar Output, and that Output may not be protectable under intellectual property law, including because U.S. copyright law may not protect material generated by AI without sufficient human authorship.

4.3 Use by Elentra. Notwithstanding anything to the contrary in the Agreement or any data processing agreement between the Parties, Elentra may, in accordance with applicable law, Process AI Content to provide, maintain, secure and support the AI Features, prevent misuse and comply with law, and may produce De-Identified Data from AI Content for those purposes and for the analysis described in Section 4.5.

4.4 No model training. Elentra does not use Institution Data, including AI Content, or De-Identified Data derived from AI Content, to train any AI model, and will contractually prohibit Third-Party AI Providers from doing so. This applies both to models used to serve Institution and to models used for any other institution. For purposes of these AI Terms, to “train” an AI model means to use data to create, fine-tune or otherwise adjust the parameters or weights of the model. Evaluating, testing or monitoring AI Features, or designing or refining their prompts, system instructions and configurations, is not training.

4.5 Usage and quality improvement. Elentra may collect and analyze Usage Data and may create and analyze De-Identified Data from content produced in the Services, including suggestions generated by AI Features and how users accept, edit or skip them, to operate, secure, support and improve the quality and functionality of the Services, including the prompts and configuration of AI Features. As between the Parties, Elentra owns Usage Data and De-Identified Data and may continue to use them for these purposes after the Agreement ends, subject to Section 4.4. To the extent Usage Data includes personal information, Elentra will Process it in accordance with the Agreement and applicable law and will aggregate or de-identify it before using it for any purpose other than providing the Services to Institution. Elentra will not use this data to train any AI model, as Section 4.4 provides. Content that Elentra reviews under this Section is De-Identified Data, and this analysis is not training an AI model under Section 4.4.

4.6 Retention. Elentra retains AI Content on the same terms as other Institution Data under the Agreement. Elentra will contractually require that Third-Party AI Providers retain AI Content only (a) temporarily, to process requests and improve response performance, such as through caching, for no longer than 30 days, and not to train any AI model; and (b) where required by law, or to investigate potential misuse identified by the Third-Party AI Provider’s automated safety systems, solely for that purpose. Elentra will also contractually require that Third-Party AI Providers not use AI Content for any other purpose or make it available to their other customers.

4.7 FERPA. To the extent AI Content includes education records or personally identifiable information from education records under FERPA, Elentra provides the AI Features as a school official with a legitimate educational interest under 34 C.F.R. § 99.31(a)(1)(i)(B), performing an institutional service or function for which Institution would otherwise use its own employees, and is under Institution’s direct control with respect to the use and maintenance of that information. Elentra will use that information only for the purposes for which it was disclosed and will not redisclose it except as permitted by 34 C.F.R. § 99.33, the Agreement and these AI Terms. Disclosure to Third-Party AI Providers under Section 5 is part of Elentra’s performance of that service or function.

5. Third-Party AI Providers

5.1 Use of providers. AI Features may be powered by Third-Party AI Providers. Elentra maintains a list of its current Third-Party AI Providers and the purpose of their processing, which is available on request by emailing info@elentra.com. Elentra will update that list when its Third-Party AI Providers change.

5.2 Elentra’s responsibility. Elentra will bind each Third-Party AI Provider to data protection terms consistent with Elentra’s obligations under the Agreement and these AI Terms, including Sections 4.4 and 4.6, and is responsible for each Third-Party AI Provider’s compliance with those terms. If the Agreement addresses Sub-contractors, Third-Party AI Providers are Sub-contractors under it.

5.3 Processing location. Elentra will use commercially reasonable efforts to have AI Content processed in the same region where Elentra stores Institution’s production data, unless the Order Form specifies a different processing location. Where a suitable model is not available there, Elentra may use a region with comparable legal protection, which it will identify in the AI Documentation. Elentra will not process AI Content in, or permit access to AI Content from, any country identified as a country of concern under 28 C.F.R. Part 202 or subject to comprehensive U.S. sanctions.

5.4 Provider policies. The Institution will not use AI Features in a way that would cause Elentra to breach the usage policies of a Third-Party AI Provider identified in the AI Documentation.

6. Institution responsibilities

6.1 Nature of Output. AI Features generate Output probabilistically. Output may be inaccurate, incomplete, outdated, biased or inappropriate, even when it appears authoritative. Institution is responsible for evaluating Output, including through human review, before relying on or sharing it.

6.2 High-Stakes Decisions. Institution will not use Output as the sole basis for any High-Stakes Decision. A qualified individual must review the relevant information, exercise independent judgment, and remain accountable for the decision. AI Features are intended to assist people, for example by helping them review, edit and summarize content that people have written, such as narrative evaluations, or by organizing information that helps a qualified individual evaluate performance. They are not intended to evaluate learning outcomes or competence, or to make admission, progression or similar decisions about individuals, in place of a qualified individual’s judgment. AI Features are not designed to provide medical, clinical, legal or other professional advice, and are not intended for use in diagnosing or treating patients.

6.3 Rights and consents. In addition to its representations about Institution Data in the Agreement, Institution represents that it has all rights, notices, consents and legal bases required to submit Input and to have Elentra and its Third-Party AI Providers process it as described in these AI Terms. This includes obligations under laws governing student records, personal information and the use of artificial intelligence, such as FERPA, state student data privacy laws, state consumer privacy laws, PIPEDA and applicable provincial privacy laws, and GDPR where applicable, and any obligation to notify individuals that AI is used. Elentra does not remove or de-identify personal information from Input unless the AI Documentation states otherwise for a specific AI Feature.

6.4 Restricted data. The Institution will not submit as Input any protected health information under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), personal health information or other information that identifies a patient, any payment card data, any Social Security or other government identification numbers, or any personal information of children under 13. AI Features are not designed to detect or remove this information. Elentra is not a business associate of Institution under HIPAA with respect to AI Features, and the Parties have not entered into a business associate agreement for them. If Elentra becomes aware that restricted data has been submitted as Input, Elentra may delete it and suspend the affected use under Section 10.1.

6.5 Automated decision-making laws. Elentra will provide Institution, on reasonable request, with information about the AI Features that Institution reasonably needs to comply with laws on automated decision-making or artificial intelligence that apply to Institution’s use of the AI Features. That information includes each AI Feature’s intended purpose, the data it uses, its known limitations, and the human review it is designed for. Elentra is not required to disclose its confidential information or trade secrets, or the confidential information of its Third-Party AI Providers, except under the confidentiality provisions of the Agreement, or to conduct audits, bias assessments or impact assessments on Institution’s behalf. AI Features are not intended to be used as, and Institution will not use them as, a substantial factor in making a consequential decision about an individual under laws that regulate high-risk artificial intelligence systems or automated employment decision tools. Institution is responsible for its own obligations under those laws, including any notices to, or requests from, the individuals the decisions concern.

7. Acceptable use

In addition to any use restrictions in the Agreement, Institution will not, and will not permit any person, including any Authorized User, to use AI Features to:

• (a) violate applicable law or infringe, misappropriate or violate any person’s rights;
• (b) generate content that is unlawful, harassing, discriminatory, sexually explicit, violent or deliberately deceptive;
• (c) make a High-Stakes Decision based solely on Output, contrary to Section 6.2, or use Output as the sole basis for scoring, grading or otherwise evaluating learning outcomes, competence or performance;
• (d) diagnose or treat patients or provide clinical decision support for real patient care;
• (e) infer or categorize individuals by protected characteristics, recognize the emotions of learners or staff, or perform biometric identification;
• (f) bypass, disable or interfere with safety filters, content controls or usage limits, including through prompt injection or jailbreak techniques;
• (g) reverse engineer, decompile or extract the underlying models, model weights, system prompts or configurations;
• (h) use Output or the AI Features to develop, train or improve a competing product or AI model;
• (i) access AI Features through bots, scripts or other automated means not provided by Elentra, or at volumes that degrade the Services for other institutions; or
• (j) remove or alter any label, notice or provenance information that identifies content as AI-generated.

8. Usage limits and service levels

8.1 Usage limits. AI Features may be subject to limits on requests or volume, as stated in the AI Documentation unless the Order Form specifies otherwise. Elentra may temporarily throttle use that exceeds those limits or threatens the stability of the Services and will notify Institution’s administrators when it does so.

8.2 Service levels. AI Features are excluded from any availability, uptime or service level commitment in the Agreement, and unavailability of an AI Feature does not give rise to service credits or any similar remedy. Elentra will use commercially reasonable efforts to restore an unavailable AI Feature promptly.

8.3 Changes to AI Features. Elentra may improve or modify AI Features, including by changing the underlying models or Third-Party AI Providers. Elentra may also discontinue an AI Feature that is not materially used across Elentra’s institutions, or that Elentra can no longer provide because of a change to a Third-Party AI Provider’s services. If Elentra discontinues an AI Feature because of such a change, it will use commercially reasonable efforts to replace it with an AI Feature that provides similar functionality. Where practicable, Elentra will notify Institution’s administrators before discontinuing an AI Feature. No change will materially reduce the privacy or security protections in these AI Terms or the Agreement. Improving, modifying or discontinuing an AI Feature in accordance with this Section is not a breach of the Agreement or these AI Terms.

9. Disclaimers, liability and indemnity

9.1 Disclaimer. EXCEPT FOR ANY EXPRESS WARRANTIES IN THE AGREEMENT THAT APPLY TO THE SERVICES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELENTRA PROVIDES AI FEATURES WITHOUT ANY OTHER WARRANTY AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ELENTRA DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, FREE OF BIAS, NON-INFRINGING OR FIT FOR ANY PARTICULAR PURPOSE. OUTPUT IS PROVIDED “AS IS.” INSTITUTION IS RESPONSIBLE FOR DECISIONS AND ACTIONS TAKEN IN RELIANCE ON OUTPUT.

9.2 Limitation of liability. AI Features are part of the Services, and any exclusions of damages and limits on liability in the Agreement apply to them. To the extent the Agreement does not already do so, then to the maximum extent permitted by law: (a) neither Party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue or data, arising out of or relating to AI Features; and (b) Elentra’s total liability arising out of or relating to AI Features will not exceed the Fees Institution paid under the Agreement in the 12 months before the event giving rise to the liability. Any liability arising out of or relating to AI Features counts toward, and does not increase, any limit on Elentra’s liability in the Agreement.

9.3 Indemnity by Elentra. If the Agreement includes an intellectual property indemnity from Elentra, that indemnity applies to the AI Features as part of the Services but does not extend to claims arising from Output, Input, the models or services of Third-Party AI Providers, or use of AI Features in breach of these AI Terms. Elentra has no other obligation to defend or indemnify Institution in connection with AI Features.

9.4 Institution responsibility. To the extent permitted by applicable law, Institution will defend, indemnify and hold harmless Elentra and its affiliates, and their officers, directors and employees, from and against third-party claims, and related losses, damages, fines and costs, including reasonable attorneys’ fees, arising from (a) Input, including any claim that Input infringes or misappropriates a third party’s rights or was submitted without the rights, notices or consents that Section 6.3 requires; or (b) its or its Authorized Users’ breach of Section 6.2, 6.3, 6.4 or 7, including the use of Output for a High-Stakes Decision without the human review that Section 6.2 requires. If applicable law does not permit Institution to provide this indemnity, Institution remains responsible, as between the Parties, for those claims to the extent permitted by applicable law.

10. Suspension, changes and general terms

10.1 Suspension. In addition to any rights Elentra has under the Agreement to suspend the Services, if Elentra reasonably believes that use of an AI Feature breaches these AI Terms, poses a security risk, or must be suspended to comply with applicable law or the requirements of a Third-Party AI Provider, it may suspend that use. Where practicable, Elentra will notify Institution before suspending. Any suspension under this Section will be limited to the affected AI Features and users and will last only as long as necessary.

10.2 Changes to these AI Terms. Elentra may update these AI Terms by posting a revised version at https://elentra.com/policies/ai-feature-terms. Elentra will give at least 30 days’ notice of any material adverse change, by email to Institution’s designated administrative contact and by in-product notice. If Institution objects, it may disable the affected AI Features before the change takes effect, without affecting the rest of the Services. Elentra will give the same notice of any change to the AI Documentation that materially reduces Institution’s protections under these AI Terms, such as a change to where AI Content is processed, and Institution may respond to that change in the same way. Elentra may require an administrator to accept the revised AI Terms in the Services, as described in Section 1.2, before Institution may continue using the affected AI Features. Otherwise, continued use of the AI Features after the effective date constitutes acceptance. No revised version applies to any dispute or claim that arose before its effective date, which remains governed by the version in effect when it arose.

10.3 Order of precedence. These AI Terms prevail over any conflicting provision of the Agreement, including any data processing agreement between the Parties, with respect to AI Features, notwithstanding any order-of-precedence or amendment provision in the Agreement or that data processing agreement. In the event of a conflict, the following order applies: (a) any signed amendment or Order Form that expressly modifies these AI Terms; (b) these AI Terms, with respect to AI Features; (c) any data processing agreement between the Parties, with respect to the processing of personal information; and (d) the rest of the Agreement. However, these AI Terms do not reduce any protection for personal information in a data processing agreement between the Parties to the extent applicable law, such as a state student data privacy law, requires that protection to be included in the Parties’ contract.

10.4 General. These AI Terms are governed by the same law and dispute resolution provisions as the Agreement. Sections 3.4, 4, 6.2, 6.3, 6.4, 7, 9 and 10 survive termination or expiry of the Agreement.