Last Updated: April 3, 2026

This Terms of Service Agreement ("Agreement") contains the terms and conditions governing your access to and use of the products, services, and community offered by edvantageAI, Inc. ("edvantageAI," "we," "us," or "our") through www.edvantage.ai and related sites, platforms, and applications (collectively, the "Site"). It is an agreement between edvantageAI and you or the entity you represent ("you," "your," or "Customer").

The Agreement takes effect when you click a checkbox or button indicating acceptance of these terms, create an account, make a purchase, or otherwise access or use the Site or any Services ("Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 14 AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 14.3 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 14.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Definitions

"Services" means all products, offerings, and capabilities made available by edvantageAI, including Digital Products, Consultancy Services, and the Community (each defined below).

"Digital Products" means edvantageAI's online and downloadable educational and advisory offerings, including courses, workshops, diagnostics, assessments, reports, digital badges, professional certifications, Bundles, Subscriptions, and related materials.

"Bundle" means a packaged combination of two or more Digital Products offered together at a single price.

"Subscription" or "Membership" means a recurring-payment arrangement that grants access to designated Digital Products, Content, Community features, or other benefits for a defined billing period (e.g., monthly or annual). The terms "Subscription" and "Membership" are used interchangeably in this Agreement.

"Consultancy Services" means professional advisory, strategy, design, and implementation services provided by edvantageAI under a separate Statement of Work or engagement agreement. edvantageAI's practice areas include Curriculum Development, Training and Certification, Customer Education, Data Systems, and Agentic AI Systems.

"Community" means the edvantageAI online community, including forums, discussion groups, and any collaborative spaces hosted or operated by edvantageAI.

"Content" means all materials made available through the Services, including but not limited to courses, workshop materials, diagnostic instruments, report outputs, presentations, video lessons, e-learning interactions, labs, solutions, code examples, images, text, illustrations, documents, materials, audio and video clips, templates, notebooks, code repositories, frameworks, HTML files, Generated Content, and Generative Interface Content.

"AI Outputs" means any text, analysis, recommendation, projection, report content, visualization, or other material generated in whole or in part by artificial intelligence systems, whether produced by Third-Party AI Providers or by AI systems operated by edvantageAI. AI Outputs may appear within Digital Products, Consultancy Services deliverables, diagnostics, reports, and Community features.

"Third-Party AI Providers" means external artificial intelligence platforms, large language model providers, and machine learning services used by edvantageAI to generate, augment, or process AI Outputs, including but not limited to providers of generative AI, natural language processing, and data analysis capabilities. Third-Party AI Providers are a subset of Third-Party Service Providers.

"Prompts" means the instructions, configurations, templates, system prompts, and other inputs that edvantageAI designs and submits to Third-Party AI Providers to generate AI Outputs. Prompts are proprietary to edvantageAI and constitute Confidential Information.

"Login Credentials" means any passwords, authentication keys, and security credentials that enable your access to the Services.

"User Content" means any content, data, or materials you submit, post, or transmit through the Services, including forum posts, discussion comments, profile information, assessment responses, and community contributions.

"Third-Party Service Providers" means the external platforms and services through which edvantageAI delivers certain Services, including but not limited to learning management, commerce and payment processing, credentialing, community hosting, email delivery, and analytics providers.

"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with edvantageAI, where "control" means ownership of more than 50% of the voting interests of the entity.

"Subprocessors" means third parties authorized by edvantageAI to process Customer personal data in connection with the delivery of the Services.

"Master Services Agreement" or "MSA" means the overarching consulting agreement between edvantageAI and Customer that establishes general terms for the Consultancy Services relationship, under which individual Statements of Work are executed.

"Generated Content" means any Content or AI Output that is dynamically produced, assembled, transformed, summarized, personalized, or otherwise created at runtime in response to User Content, prompts, system state, data inputs, behavioral signals, or other inputs. Generated Content may be surfaced directly or through a Generative Interface.

"Generative Interface" or "Generative UI" means any interface, workflow, component, simulation, visualization, embedded application, agent experience, notebook, chat experience, composition frame, or other interactive experience that dynamically renders, assembles, or modifies Content or AI Outputs at runtime through software logic, AI systems, code execution, or system orchestration.

"Generative Interface Content" means any text, visuals, layouts, workflows, recommendations, simulations, controls, data presentations, or other outputs displayed or produced through a Generative Interface.

"Human Oversight" means review, supervision, validation, approval, interpretation, or intervention performed by a Human in connection with AI Outputs, Generated Content, Generative Interface Content, or agentic workflows.

"Aggregated Benchmark Data" means data derived from Diagnostic Inputs, assessment responses, report parameters, and other information submitted by users through diagnostics, assessments, and related Digital Products, that has been aggregated across multiple users or organizations and anonymized so that it does not identify, and cannot reasonably be used to identify, any individual, organization, or Customer. Aggregated Benchmark Data is owned by edvantageAI and is not considered Customer Confidential Information.

"Diagnostic Inputs" means the responses, data, parameters, selections, and other information that you submit in connection with diagnostic assessments, maturity evaluations, readiness assessments, or similar Digital Products.

2. Account Registration

2.1 Eligibility

You may use the Services only if you can form a binding contract with edvantageAI, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 13 (or under 16 in Europe) is strictly prohibited and in violation of this Agreement. The Services are not available to any users previously removed by edvantageAI.

2.2 Login Credentials

To access certain Services, you must register and set up an authorized account. You shall keep your Login Credentials confidential and your registration information accurate, complete, and current as long as you continue to use the Services.

You are responsible for any use that occurs under your Login Credentials. If you believe an unauthorized user has gained access to your Login Credentials, you shall notify edvantageAI immediately. Neither edvantageAI nor its service providers are responsible for any unauthorized access to or use of your account.

2.3 Account Limits

Each account is for a single individual. You may not share your Login Credentials with others or allow multiple individuals to access the Services through a single account, unless expressly authorized under a separate enterprise agreement.

Any person who accesses the Services using your Login Credentials or through your account is considered an authorized user, and you remain fully responsible to edvantageAI for their conduct and for payment of any applicable charges, regardless of whether you expressly authorized their access. This includes any use of Digital Products, Community participation, or purchases made through your account.

3. Digital Products

3.1 Access and Use License

Subject to the terms and conditions of this Agreement, edvantageAI grants to Customer a non-exclusive, non-sublicensable, non-transferable right during the Term to access and use Digital Products and associated Content solely for Customer's own benefit or the sole benefit of Customer's organization.

3.2 Courses and Workshops

edvantageAI offers online courses, live workshops, and instructor-led sessions. Access to specific courses or workshops may be subject to additional terms, prerequisites, or enrollment requirements communicated at the time of registration or purchase.

edvantageAI reserves the right to modify course content, schedules, instructors, or formats at any time. We will use commercially reasonable efforts to notify enrolled participants of material changes in advance. Course and workshop materials may include technical, typographical, or other errors, and edvantageAI will use commercially reasonable efforts to correct such errors as we become aware of them.

3.3 Diagnostics and Reports

edvantageAI offers diagnostic assessments and reports designed to evaluate organizational maturity, readiness, or capability across specific domains. Diagnostic results and reports are generated based on the information you provide and represent a point-in-time evaluation. Certain diagnostics and reports may incorporate AI-generated analysis, recommendations, or projections. AI-generated outputs may occasionally contain inaccurate or incomplete information.

Diagnostics and reports are advisory in nature and are not intended as professional, legal, financial, or technical advice. They do not constitute professional guarantees, warranties of accuracy, or definitive assessments of organizational capability. Any agreements, recommendations, projections, or representations contained in diagnostic outputs or reports are non-binding and should not be relied upon as your sole basis for making business decisions. You are responsible for independently verifying any information, recommendation, or projection before acting on it. edvantageAI is not liable for decisions made or actions taken based on diagnostic outputs.

3.3.1 Aggregated Benchmark Data

By submitting Diagnostic Inputs, you grant edvantageAI an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive right to use, process, aggregate, anonymize, and incorporate your Diagnostic Inputs into Aggregated Benchmark Data. edvantageAI may use Aggregated Benchmark Data for any lawful purpose, including but not limited to:

• Creating, publishing, and distributing industry benchmarks, maturity indices, trend analyses, and comparative reports
• Offering benchmark reports, benchmark subscriptions, and benchmark-derived products and services to third parties, including as paid Digital Products or Consultancy Services deliverables
• Improving the accuracy, relevance, and quality of diagnostic instruments, assessment methodologies, and AI-assisted features within the Services
• Conducting and publishing research, whitepapers, and thought leadership based on aggregated industry trends and patterns

edvantageAI will not include your name, your organization's name, or any other information that identifies you or your organization in any Aggregated Benchmark Data, benchmark report, or benchmark-derived product without your prior written consent. The anonymization and aggregation process is designed to prevent the identification of any individual respondent or organization from the resulting data set.

Aggregated Benchmark Data is the sole and exclusive property of edvantageAI. Your submission of Diagnostic Inputs does not grant you any ownership interest in, or right to compensation from, Aggregated Benchmark Data or any products or services derived from it. This right survives any termination or expiration of this Agreement.

3.4 Certifications and Digital Badges

Certain Digital Products include certification exams and digital badge programs. Certification exams are remotely proctored and delivered online. Candidates are responsible for ensuring they meet the minimum system and test environment requirements outlined at the time of registration. Failure to meet these requirements will result in forfeiting the exam attempt. Certification exams may be locked after successive failed attempts.

If you achieve a passing grade and wish to obtain a digital badge or certificate (the "Certificate"), you may need to create an account with our certificate provider. Our service providers may share your personal information with our certificate and directory management providers to facilitate a seamless registration and user experience.

3.5 Bundles

edvantageAI may offer Bundles that combine two or more Digital Products at a single price. The specific products included in a Bundle are described on the Site at the time of purchase. edvantageAI reserves the right to modify the composition of a Bundle at any time, provided that changes will not affect Bundles already purchased.

Individual products within a Bundle may not be separated, resold, or transferred independently. If a Bundle includes products with different access terms or durations, the terms applicable to each individual product apply.

3.6 Subscriptions and Memberships

edvantageAI may offer Subscriptions and Memberships that provide recurring access to designated Digital Products, Content, Community features, or other benefits. The scope of access, billing frequency (e.g., monthly or annual), and pricing are described on the Site at the time of enrollment.

Subscriptions renew automatically at the end of each billing period at the then-current price unless cancelled before the renewal date. You authorize edvantageAI and its payment processing partners to charge your payment method on file for each renewal period. edvantageAI will use commercially reasonable efforts to notify you in advance of any price changes affecting your Subscription.

You may cancel a Subscription at any time through your account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period. You will retain access to Subscription benefits through the remainder of the paid period. No partial or prorated refunds will be issued for unused time within a billing period.

edvantageAI reserves the right to modify, suspend, or discontinue any Subscription offering at any time. If edvantageAI discontinues a Subscription that you have prepaid for, edvantageAI will issue a prorated refund for the unused portion of the billing period.

Subscription benefits are personal to the account holder. You may not share, transfer, or assign your Subscription access to another individual unless expressly authorized under a separate enterprise agreement.

3.7 Academic Integrity

You are expected to complete all labs, quizzes, assessments, and exams independently. If you are found to have committed plagiarism or cheating, you will be removed from the program and will not be awarded certification. You are prohibited from distributing or posting labs, quizzes, exam questions, exam answers, and Content online in any form.

3.8 No Taping or Digital Recording

edvantageAI strictly prohibits the taping or digital recording of courses, workshops, or any live sessions by persons or entities other than edvantageAI. You are not granted permission to rebroadcast audio or video recordings. In the event edvantageAI makes a recording available to you, edvantageAI remains the sole and exclusive owner of such material.

3.9 AI-Generated Content and Third-Party AI Providers

Certain Services incorporate AI Outputs generated by Third-Party AI Providers. edvantageAI designs Prompts and configures AI systems to produce useful and relevant outputs, but does not control and cannot guarantee the accuracy, completeness, reliability, or suitability of AI Outputs produced by Third-Party AI Providers. AI systems are probabilistic in nature. The same Prompt may produce different outputs at different times, and AI Outputs may contain errors, omissions, hallucinations, or biases inherent in the underlying models.

You acknowledge and agree that:

• edvantageAI does not represent itself as the author or originator of AI Outputs generated by Third-Party AI Providers. edvantageAI's role is limited to designing Prompts, configuring system parameters, curating inputs, and applying Human review and quality control where applicable. The act of designing a Prompt does not make edvantageAI responsible for the content, accuracy, or consequences of the resulting AI Output.
• Third-Party AI Providers operate their own models, training data, safety filters, and content policies. edvantageAI does not control these systems and is not responsible for their behavior, outputs, limitations, or failures. Changes made by Third-Party AI Providers to their models, APIs, or policies may affect AI Outputs without prior notice to edvantageAI or to you.
• AI Outputs do not constitute professional, legal, financial, medical, or technical advice. They are provided for informational and advisory purposes only and should not be relied upon as your sole basis for making business decisions, implementing systems, or taking any action that could have material consequences.
• You are solely responsible for reviewing, validating, and independently verifying all AI Outputs before relying on them or incorporating them into your operations, deliverables, or decisions. edvantageAI is not liable for any loss, damage, cost, or consequence arising from your reliance on AI Outputs.
• AI Outputs may not be reproducible. Due to the probabilistic nature of AI systems, requesting the same analysis or report at a different time may yield different results. edvantageAI does not guarantee consistency of AI Outputs across sessions, updates, or platform changes.
• edvantageAI does not represent or warrant that AI Outputs are free from intellectual property claims by third parties. You assume all risk associated with the use, publication, or distribution of AI Outputs.

3.10 Human Oversight of AI

edvantageAI applies Human Oversight to AI-assisted processes in accordance with its Agentic Education methodology. The level and nature of Human review varies by Service type: certain Digital Products may include fully automated AI Outputs, while Consultancy Services deliverables undergo direct Human review before delivery. edvantageAI will disclose the applicable level of Human Oversight for each Service or deliverable type.

Regardless of the level of Human Oversight applied, all disclaimers, limitations of liability, and warranty exclusions set forth in this Agreement apply to AI Outputs. Human review reduces but does not eliminate the risk of errors or omissions in AI-generated content. Human Oversight is intended to improve relevance, quality, and contextual alignment, but does not convert AI-assisted outputs into professional advice or guaranteed outcomes.

3.11 Generated Content and Generative Interfaces

Certain Services may include Generated Content and Generative Interfaces. These experiences may present Content, AI Outputs, recommendations, simulations, workflows, visualizations, embedded applications, or other materials that are assembled, transformed, or rendered dynamically at runtime based on User Content, Prompts, data inputs, system state, behavioral signals, or other contextual inputs.

You acknowledge and agree that:

• Generated Content and Generative Interface Content may vary from session to session, user to user, or request to request, even where similar inputs are provided. Such outputs may not be consistent or reproducible across sessions, users, or system states.
• Generative Interfaces may change in real time, including in response to user actions, system events, workflow state, AI model behavior, or third-party platform behavior. edvantageAI does not guarantee that any Generative Interface will always produce identical outputs, layouts, recommendations, or results.
• Generative Interface Content may be ephemeral, session-based, or state-dependent. Unless expressly stated otherwise in the applicable Service description, edvantageAI does not guarantee that Generated Content or Generative Interface Content will be stored, recoverable, exportable, or available in the future.
• Generated Content and Generative Interface Content may incorporate AI Outputs, third-party data, Customer data, User Content, or software-driven transformations. edvantageAI does not guarantee the accuracy, completeness, reliability, legality, or fitness for purpose of such dynamically produced outputs.
• Where Generative Interfaces include interactive tools, simulations, agentic workflows, embedded notebooks, code execution, visualizations, or other dynamic functionality, you are solely responsible for reviewing and validating all outputs before relying on them for business, technical, operational, educational, financial, legal, or other decisions.
• The inclusion of Human Oversight in any portion of a Generative Interface or generated workflow does not create a warranty, guarantee, or representation that the resulting outputs are accurate, complete, non-infringing, or suitable for any particular purpose.

Generated Content and Generative Interface Content are part of the Services and are subject to all disclaimers, exclusions, restrictions, and limitations of liability set forth in this Agreement, including without limitation Sections 3.9, 3.10, 17, and 18.

4. Consultancy Services

4.1 Practice Areas and Scope

edvantageAI provides Consultancy Services across five practice areas: Curriculum Development, Training and Certification, Customer Education, Data Systems, and Agentic AI Systems. Engagements may span one or more practice areas.

Consultancy Services are governed by a Master Services Agreement ("MSA") entered into between edvantageAI and Customer. The MSA establishes the overarching terms for the consulting relationship, including payment terms, confidentiality obligations, intellectual property ownership, liability provisions, and other general conditions. Individual engagements are defined by Statements of Work ("SOWs") executed under the MSA, each specifying the scope, deliverables, timeline, fees, and other terms applicable to that engagement.

In the event of any conflict between this Agreement, the MSA, and a SOW, the order of precedence shall be: (1) the SOW, with respect to the specific Consultancy Services described therein; (2) the MSA, with respect to the general consulting relationship; and (3) this Agreement, with respect to all other matters. Where no MSA has been executed, this Agreement governs the Consultancy Services engagement and the SOW shall control in the event of any conflict with this Agreement.

4.2 Agentic AI and Data Systems Engagements

Consultancy Services in the Agentic AI Systems and Data Systems practice areas may involve designing, configuring, or recommending AI agents, automated workflows, data architectures, integrations, and related systems. You acknowledge and agree that:

• edvantageAI provides advisory and design services for AI and data systems. edvantageAI does not operate, host, or maintain production AI systems or data infrastructure on your behalf unless expressly stated in the SOW. All implementation and operational decisions remain the sole responsibility of Customer.
• Recommendations, architectures, and configurations designed by edvantageAI for AI and data systems rely on the capabilities and behavior of Third-Party AI Providers and third-party data platforms at the time of the engagement. edvantageAI is not responsible for changes to third-party APIs, models, pricing, policies, performance, or availability that occur after delivery of the engagement.
• AI agents and automated workflows designed or recommended by edvantageAI require ongoing Human Oversight, monitoring, and governance by Customer. edvantageAI is not liable for actions taken by AI agents or automated workflows after delivery, including actions resulting from changes in underlying AI models, data inputs, or system configurations made by Customer or by third parties.
• Data systems recommendations are based on the information, access, and system documentation provided by Customer during the engagement. edvantageAI is not liable for data quality issues, integration failures, or system behavior arising from inaccurate, incomplete, or outdated information provided by Customer.

4.3 Customer Responsibilities

Customer shall provide edvantageAI with timely access to information, personnel, systems, and resources reasonably necessary for edvantageAI to perform the Consultancy Services. Delays caused by Customer's failure to provide required access or information may result in adjusted timelines or additional fees as specified in the SOW.

4.4 Deliverables

Ownership of deliverables produced during a Consultancy Services engagement shall be governed by the applicable SOW. Unless otherwise specified in the SOW, edvantageAI retains ownership of all pre-existing intellectual property, methodologies, frameworks, tools, Prompts, and reusable components, including any that are incorporated into deliverables. Customer receives a non-exclusive, non-transferable license to use deliverables for internal business purposes.

Deliverables that incorporate AI Outputs are subject to the disclaimers in Section 3.9 (AI-Generated Content and Third-Party AI Providers) and Section 3.11 (Generated Content and Generative Interfaces), in addition to the terms of the applicable SOW. edvantageAI applies Human review to Consultancy Services deliverables before delivery, but Human review does not constitute a warranty of accuracy, completeness, or fitness for purpose.

4.5 Advisory Nature

Consultancy Services are advisory in nature. edvantageAI provides recommendations, strategies, designs, and analysis based on professional expertise and the information available at the time of engagement. All implementation decisions remain the sole responsibility of Customer. edvantageAI does not guarantee specific business outcomes resulting from Consultancy Services, including outcomes related to AI system performance, data system integration, learner engagement, or revenue impact.

5. Online Community

5.1 Access and Participation

The edvantageAI Community provides a space for members to exchange ideas, ask questions, share experiences, and engage with edvantageAI and fellow practitioners. Access to the Community may require a separate registration or may be included with certain Digital Products or Consultancy Services engagements.

5.2 Community Guidelines

By participating in the Community, you agree to the following guidelines:

• Treat all members with respect and professionalism. Personal attacks, harassment, bullying, and discriminatory language of any kind are prohibited.
• Keep discussions relevant to the topic at hand. Off-topic posts, spam, and unsolicited commercial solicitations are not permitted.
• Do not share confidential, proprietary, or trade secret information belonging to your employer, clients, or any third party. You are solely responsible for ensuring you have the right to share any content you post.
• Do not post content that is illegal, defamatory, obscene, threatening, or that infringes the intellectual property or privacy rights of any third party.
• Do not impersonate another person, misrepresent your affiliation with any organization, or create fake or misleading accounts.
• Respect the intellectual property of edvantageAI and other members. Do not reproduce, distribute, or repurpose Content or User Content from the Community without permission.
• Do not use unauthorized automated tools, bots, or scripts to access the Community or post content. edvantageAI-operated AI agents are permitted and will be clearly identified as described in Section 5.3.

5.3 AI Agent Disclosure and Conduct Policy

edvantageAI may deploy AI agents, Generative Interfaces, and other automated or semi-automated systems within the Community to assist with learning support, content curation, moderation assistance, guided workflows, interactive experiences, or other functions. All AI agents and non-Human interactive systems operated by edvantageAI will be clearly identified as AI or otherwise identified as automated or system-generated. edvantageAI will label these systems with a visible designation (such as "AI Agent," "AI Assistant," "System-Generated," or an equivalent indicator) in the relevant profile, interface, display name, or accompanying interaction. edvantageAI AI systems will not intentionally impersonate Human members or represent themselves as Human.

Third-party AI agents, bots, crawlers, scrapers, and automated systems are prohibited from accessing, interacting with, or collecting data from the Community without prior written authorization from edvantageAI. This prohibition includes but is not limited to:

• AI agents or bots that interact with Community members without disclosing their non-Human identity. Any AI agent, chatbot, or automated system that participates in discussions, responds to questions, or posts content must clearly and conspicuously identify itself as AI in every interaction. Failure to disclose AI identity constitutes impersonation and is a violation of this Agreement.
• Automated scraping, crawling, or data harvesting of Community content, member profiles, discussion threads, User Content, or any other Community data for the purpose of training AI models, building datasets, populating knowledge bases, or any other purpose.
• Automated posting, commenting, voting, or engagement of any kind, whether by AI agent, bot, script, or other automated means, unless expressly authorized in writing by edvantageAI.
• AI agents that collect, store, or transmit personal information about Community members, including names, roles, organizations, discussion content, or behavioral patterns.

If you operate an AI agent, bot, or automated system and wish to request authorized access to the Community, you must contact [email protected] in advance and obtain written authorization. Unauthorized AI agents will be removed without notice, and the associated accounts will be permanently banned.

edvantageAI is not responsible for the conduct, accuracy, or content of third-party AI agents that access the Community in violation of this policy. If you encounter an AI agent or bot that has not disclosed its non-Human identity, or that you believe is scraping or harvesting Community data, please report it to [email protected].

5.4 Moderation

edvantageAI reserves the right, but has no obligation, to monitor, review, edit, or remove any User Content posted to the Community at any time and for any reason, without prior notice. edvantageAI may, at its sole discretion, issue warnings, temporarily suspend, or permanently ban any member who violates these guidelines or whose conduct edvantageAI deems harmful to the Community.

Moderation decisions are final. edvantageAI is not responsible for any User Content posted by members and does not endorse any opinions, recommendations, or advice shared in the Community.

5.5 Reporting

If you encounter content or behavior that violates these guidelines, please report it to [email protected]. edvantageAI will review reports and take appropriate action at its discretion.

6. Purchases, Payments, and Communications

6.1 Pricing and Fees

Prices for Digital Products and Consultancy Services are as stated on the Site or in the applicable SOW at the time of purchase or engagement. edvantageAI reserves the right to change pricing at any time, provided that changes will not affect purchases already completed or active SOWs.

6.2 Payment Processing

Payment for Digital Products is processed through our third-party payment platform at the time of purchase unless otherwise stated. Payment for Consultancy Services shall be governed by the applicable SOW. All fees are stated in U.S. Dollars unless otherwise indicated.

By making a purchase, you authorize edvantageAI and its payment processing partners to charge the payment method you provide. You are responsible for ensuring your payment information is accurate and current. edvantageAI is not responsible for any fees, charges, or penalties imposed by your bank or payment provider in connection with your purchases.

If any attempt to collect payment from your payment method fails, or if you have past due and unchallenged amounts, edvantageAI may limit, suspend, or block your access to the Services until payment issues are resolved. edvantageAI may also contact you using the information on file to arrange for payment of outstanding balances.

6.3 Email Communications

By creating an account or making a purchase, you consent to receive transactional email communications from edvantageAI, including purchase confirmations, receipts, enrollment notifications, account updates, and service-related announcements. These transactional communications are a necessary part of the Services and cannot be opted out of while your account remains active.

edvantageAI may also send marketing and promotional communications regarding products, services, and events. You may opt-out of marketing communications at any time by using the unsubscribe link included in each email or by contacting [email protected]. Opting out of marketing communications does not affect transactional emails.

6.4 Refund Policy

edvantageAI offers a 14-day refund policy for courses, workshops, and other Digital Products (including Bundles). If you are not satisfied with a Digital Product, you may request a full refund within 14 calendar days of the original purchase date by contacting [email protected]. edvantageAI will process approved refund requests within 10 business days of receipt. Refunds will be issued to the original payment method. Applicable sales tax or VAT collected on the original purchase will also be refunded.

Bundles are refunded as a single purchase. Partial refunds for individual products within a Bundle are not available. If you request a refund for a Bundle within the 14-day window, access to all products in the Bundle will be revoked upon processing.

Subscriptions and Memberships are not subject to the 14-day refund policy. You may cancel a Subscription at any time as described in Section 3.6, and cancellation takes effect at the end of the current billing period. No partial or prorated refunds will be issued for unused time within a billing period, except where edvantageAI discontinues a Subscription offering (in which case a prorated refund for the unused portion will be issued).

The following are also excluded from the 14-day refund policy:

• Certification exam fees are non-refundable. Certification exams may be rescheduled with the exam provider up to 24 hours prior to the scheduled exam session.
• Certification exams and vouchers must be used within 90 calendar days of the date of purchase or voucher issuance. Expiration dates may not be extended. Failure to attend an exam or arrive by the designated start time will result in forfeiting the exam session and fees.
• Consultancy Services fees are governed by the applicable SOW and are not subject to this refund policy.

edvantageAI reserves the right to deny refund requests that indicate abuse of the refund policy, including but not limited to repeated purchases and refunds of the same or similar products, or completion of a substantial portion of a course or workshop prior to requesting a refund.

6.5 Coupon Codes

edvantageAI may offer coupon codes that provide discounts on Digital Products, including courses, workshops, Bundles, and Subscriptions. Coupon codes are subject to the following terms:

• Each coupon code has a defined expiration date. Coupon codes may not be applied after their expiration date has passed.
• Each coupon code has a defined usage limit. Once the usage limit has been reached, the coupon code will no longer be valid, regardless of the expiration date.
• Coupon codes may not be combined with other offers, discounts, or coupon codes unless expressly stated.
• Coupon codes have no cash value and may not be redeemed for cash, transferred, or resold.
• edvantageAI reserves the right to modify, suspend, or cancel any coupon code at any time without prior notice.

edvantageAI is not obligated to honor a coupon code that has expired, exceeded its usage limit, been modified or cancelled, or that is otherwise invalid. If a coupon code cannot be applied at checkout for any of these reasons, the full listed price will apply. When a coupon code is applied to a Subscription, the discount applies only to the billing period specified at checkout (e.g., the first month or first year) unless otherwise stated. Subsequent renewal periods will be charged at the then-current standard price.

6.6 Taxes

Sales tax, value-added tax (VAT), and other applicable transaction taxes are calculated, collected, and remitted on qualifying purchases through our third-party commerce and payment platform in accordance with applicable laws. For purchases made by customers located in the United States, Canada, the United Kingdom, and the European Union, taxes are automatically calculated based on the customer's location and applied at checkout on top of the listed product price.

For purchases made by customers located outside the United States, Canada, the United Kingdom, and the European Union, edvantageAI may not automatically calculate or collect applicable taxes. You are responsible for determining and remitting any taxes, duties, or governmental assessments required by your jurisdiction in connection with your purchases.

When a full or partial refund is issued, the associated tax amount will also be refunded proportionally.

Zero-dollar transactions, including free products, free previews, and orders where a 100% discount coupon was applied, are not subject to tax collection.

7. Intellectual Property

7.1 edvantageAI Ownership

The Content is licensed, not sold, and you receive no title to or ownership of any copy of the Content. edvantageAI shall retain all right, title, and interest, including all intellectual property rights, in and to the Content, the Site, and all materials therein, including but not limited to software, images, text, graphics, illustrations, logos, patents, trademarks, copyrights, photographs, audio, videos, methodologies, frameworks, diagnostic instruments, assessment tools, Prompts, AI system configurations, and agent architectures (collectively, "edvantageAI Content").

You acknowledge that any symbols, trademarks, tradenames, copyrights, and service marks adopted by edvantageAI belong to edvantageAI and that you shall have no rights therein. You shall not remove, efface, or obscure any copyright or trademark notices from the Content.

Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any edvantageAI Content. Use of edvantageAI Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

7.2 Restrictions

Customer may only use the Services and Content as described in this Agreement and will not:

• Assign, sell, resell, sublicense, lease, or otherwise distribute or make available the Services or Content to a third party
• Copy, modify, alter, create derivative works of, attempt to reverse engineer, disassemble, or decompile any Services or Content
• Attempt to extract, reconstruct, or reverse engineer any Prompts, AI system configurations, agent architectures, or other proprietary inputs used by edvantageAI to generate AI Outputs
• Attempt to create a substitute or similar service through use of, or access to, the Services
• Circumvent any security measures or perform any security testing meant to uncover weaknesses in the Services
• Use the Services on behalf of or for the benefit of any entity or person who is prohibited from using the Services by applicable laws or regulations
• Use the Services in violation of this Agreement or any applicable law

7.3 Feedback and Reviews License

Customer agrees that any feedback, suggestions, ratings, reviews, testimonials, or evaluations ("Feedback") provided in connection with the Services is voluntary. Feedback includes but is not limited to reviews of self-paced courses, webinars, live sessions, diagnostics and associated reports, certifications, and any other Digital Products or Consultancy Services. edvantageAI is free to use, disclose, reproduce, license, or otherwise distribute Feedback relating to its products and services, without any obligations or restrictions of any kind, including intellectual property rights. edvantageAI may display Feedback on the Site, in marketing materials, and in connection with the promotion of the Services, and may edit Feedback for length or clarity without altering its meaning.

8. User Content

Certain areas of the Services allow you to submit User Content. You hereby grant edvantageAI an irrevocable, worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display your User Content as part of the Services or otherwise exploit the User Content, with the right to sublicense such rights (to multiple tiers), for any purpose (including for any commercial purpose).

By submitting User Content, you acknowledge that: (a) all Community communications constitute public, not private, means of communication; and (b) User Content is not pre-reviewed, post-reviewed, screened, archived or otherwise monitored by edvantageAI in any manner, though edvantageAI reserves the right (but is not obligated) to do so at any time at its sole discretion.

To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and clearances to provide such User Content and permit edvantageAI to use it as provided above, and (b) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement, misrepresentation, or unfair business practice.

9. Changes to Services

edvantageAI may change, update, or discontinue any Service, Content, or component thereof at its sole discretion. We will provide prior notice if we make any modifications that have a material adverse effect on the functionality of a Service you have purchased, except that such notice will not be required for violations or suspected violations of this Agreement or applicable laws, or for security or intellectual property issues.

We may permanently or temporarily terminate or suspend your access to any Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason, you continue to be bound by this Agreement.

10. Privacy and Subprocessors

10.1 Privacy

The edvantageAI Privacy Policy explains how your personal information is collected, used and disclosed when you use the Services. The Privacy Policy is incorporated into and forms part of this Agreement. By using the Services, you acknowledge that you have read and understand the Privacy Policy and consent to the practices described therein. In the event of any conflict between this Agreement and the Privacy Policy regarding the handling of personal data, the Privacy Policy shall govern.

10.2 Consent to Subprocessor Engagement

Customer generally authorizes edvantageAI to engage Subprocessors in connection with the Processing of Customer data for the performance of the Agreement. edvantageAI will maintain a list of its Subprocessors and will add the names of new and replacement Processors as applicable from time to time.

edvantageAI shall inform Customer of its intention to engage any new or replacement Subprocessors in writing at least fifteen (15) days in advance of the date of the intended commencement of the engagement. Customer may object to such intended engagement by giving written notice at the latest ten (10) days in advance of the date of the intended commencement of the engagement.

If Customer objects to edvantageAI's appointment of a Subprocessor on reasonable grounds relating to the protection of Personal Information, then either edvantageAI shall not appoint the Subprocessor to Process Customer Data or Customer may elect to suspend or terminate this Agreement. In all cases, edvantageAI shall impose substantially similar data protection terms on any Subprocessor it appoints as those provided for by this Agreement, and edvantageAI shall remain fully liable for any breach of this Agreement that is caused by an act, error, or omission of Subprocessor.

10.3 Third-Party AI Provider Data Practices

edvantageAI uses Third-Party AI Providers (including Anthropic, OpenAI, and OpenRouter) to deliver AI-powered features within the Services. edvantageAI configures its agreements and API integrations with these providers to prevent the use of Customer inputs, Prompts, Diagnostic Inputs, and AI Outputs as training data for the providers' general-purpose AI models, to the extent such controls are commercially available.

Notwithstanding the foregoing, Third-Party AI Providers maintain their own terms of service and data practices, which may change over time. edvantageAI does not control and cannot guarantee the data handling practices of Third-Party AI Providers beyond the contractual and technical controls edvantageAI has in place. edvantageAI will use commercially reasonable efforts to monitor changes to provider terms and to maintain configurations that protect Customer data from unauthorized model training. For additional detail on how Customer data is processed in connection with AI-powered features, see the edvantageAI Privacy Policy, Section 6 (AI Systems and Data Processing) and Section 15 (Authorized Subprocessors).

11. Confidential Information

11.1 Definition

"Confidential Information" means information, software, Content, and any other materials provided by one party to the other, including any software, information, and materials of third parties, which are in tangible form and marked or designated as "confidential," "proprietary," or with a similar term or designation, or that would reasonably be regarded as being confidential by its nature.

The following information shall be considered edvantageAI Confidential Information whether or not marked or identified as such: Content, Login Credentials, Prompts, software, technical information, diagnostic instruments, assessment methodologies, report outputs, frameworks, AI system configurations, and documentation relating to the Services that is not otherwise made generally available to the public by edvantageAI.

11.2 Protection

The receiving party will not use any Confidential Information of the disclosing party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the disclosing party only to the receiving party's employees or contractors who have a need to know that Confidential Information and who are under a duty of confidentiality no less restrictive than the receiving party's duty under this Agreement.

The receiving party will protect the disclosing party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.

11.3 Exceptions

The receiving party's obligations under this Section will terminate if the receiving party can show through written records that such Confidential Information was:

• Rightfully in the receiving party's possession without prior obligation of confidentiality from the disclosing party
• A matter of public knowledge (or becomes a matter of public knowledge other than through a breach of confidentiality by the other party)
• Rightfully furnished to the receiving party by a third party without a confidentiality restriction
• Independently developed by the receiving party without reference to the disclosing party's Confidential Information

In addition, the receiving party will be allowed to disclose the disclosing party's Confidential Information to the extent that the disclosure is required by law or by order of a court or similar judicial or administrative body, provided that the receiving party notifies (to the extent permitted by law) the disclosing party of that required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party's request and expense, in any lawful action to contest or limit the scope of that required disclosure.

12. Security

edvantageAI uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

13. Third-Party Services, Links, and Site Rules

13.1 Third-Party Service Providers

edvantageAI delivers certain Services through third-party platforms, including but not limited to learning management, commerce and payment processing, credentialing, community hosting, email delivery, and analytics (collectively, "Third-Party Service Providers"). These providers operate their own platforms, maintain their own terms of service and privacy policies, and may require you to create accounts or accept their terms directly.

By using the Services, you acknowledge and agree that:

• Your use of Third-Party Service Provider platforms is subject to those providers' own terms of service and privacy policies in addition to this Agreement. edvantageAI will make reasonable efforts to ensure that Third-Party Service Providers maintain appropriate data protection and security standards, but edvantageAI does not control and is not responsible for their terms, policies, or practices.
• edvantageAI is not liable for any interruption, downtime, data loss, error, or performance issue caused by a Third-Party Service Provider. edvantageAI will use commercially reasonable efforts to select reliable providers and to restore service continuity, but does not guarantee uninterrupted availability of any Third-Party Service Provider platform.
• edvantageAI may share your account information, purchase data, learning activity, and other information with Third-Party Service Providers to the extent necessary to deliver the Services. Such data sharing is described in greater detail in the edvantageAI Privacy Policy and the Subprocessor provisions in Section 10.2.
• edvantageAI reserves the right to change Third-Party Service Providers at any time. We will use commercially reasonable efforts to minimize disruption to your access and to migrate your data when reasonably possible, but edvantageAI does not guarantee that all data or activity history will transfer between providers.

13.2 Third-Party Links and Information

The Site and Services may contain links to third-party materials that are not owned or controlled by edvantageAI. edvantageAI does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Site, you do so at your own risk, and you understand that this Agreement and edvantageAI's Privacy Policy do not apply to your use of such sites. You expressly relieve edvantageAI from any and all liability arising from your use of any third-party website, service, or content.

13.3 Site Rules

You agree not to engage in any of the following prohibited activities:

• Copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated "scraping"
• Using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Site in a manner that sends more request messages to the edvantageAI servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that edvantageAI grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials)
• Transmitting spam, chain letters, or other unsolicited email
• Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site
• Taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure
• Uploading invalid data, viruses, worms, or other software agents through the Site
• Collecting or harvesting any personally identifiable information, including account names, from the Site
• Using the Site for any commercial solicitation purposes not authorized by edvantageAI
• Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity
• Interfering with the proper working of the Site
• Accessing any content on the Site through any technology or means other than those provided or authorized by the Site
• Bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein
• Using any Content, AI Outputs, Generated Content, or Generative Interface Content from the Site as training data, fine-tuning data, retrieval-augmented generation source material, or any other input for artificial intelligence models, machine learning systems, or automated content generation systems, whether operated by you or by third parties, without prior written authorization from edvantageAI
• Deploying AI agents, chatbots, or automated systems that interact with the Site, Services, or Community members without prior written authorization from edvantageAI and without clear and conspicuous disclosure of non-Human identity in every interaction
• Engaging in red teaming, adversarial testing, or any form of security research against the Services, AI systems, Generative Interfaces, or Third-Party AI Providers without prior written authorization from edvantageAI. Prohibited activities include but are not limited to: prompt injection (inserting hidden or manipulative instructions into AI inputs), jailbreaking (attempting to override safety guidelines or behavioral constraints of AI models), model extraction (systematically querying AI systems to reconstruct or approximate their underlying models or weights), adversarial probing (crafting inputs designed to elicit unintended, harmful, or policy-violating outputs), and any other action intended to test, exploit, or circumvent the safety, security, or intended operation of AI systems used in connection with the Services. Authorized security researchers who wish to conduct legitimate testing must submit a written request to [email protected] and receive written approval before commencing any such activities
• Using the Services, Generative Interfaces, or AI Outputs to generate content that violates applicable law, infringes third-party rights, or is intended to deceive, harass, or harm others

13.4 Site Location

The Site is controlled and operated from facilities in the United States. edvantageAI makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

14.1 Governing Law

You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.

The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement in Section 14.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14.2 Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EDVANTAGEAI.

This Section 14.2 (the "Arbitration Agreement") applies to and governs any dispute, controversy, or claim between you and edvantageAI that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with edvantageAI, directly or indirectly, as a customer ("Claim" or collectively, "Claims"). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement, including claims related to statements about our products or services made prior to your acceptance of these terms.

If you are a new edvantageAI customer, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing edvantageAI at [email protected] with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. If the Claim has not been resolved within sixty (60) days of written notice, either party may initiate non-binding mediation administered by the American Arbitration Association (AAA) under its then-current mediation procedures. The mediation shall be conducted remotely unless both parties agree to an in-person session. Each party shall bear its own costs of mediation and shall split the mediator's fees equally. Mediation is a mandatory prerequisite to arbitration. Neither party may initiate arbitration until mediation has been attempted and has not resulted in resolution within thirty (30) days of the mediator's appointment, or unless the other party refuses to participate in mediation.

If mediation does not resolve the Claim, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available.

The arbitration will be conducted in the U.S. county where you live or California, unless you and edvantageAI agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses.

If you are an individual using the Services for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and edvantageAI agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable.

Nothing in this Section shall be deemed as: preventing edvantageAI from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties' ability to compel arbitration of any remaining claims on an individual basis.

Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

14.3 Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND EDVANTAGEAI AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER EDVANTAGEAI USERS. YOU AND EDVANTAGEAI FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EDVANTAGEAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

14.4 Shortened Claims Period

To the maximum extent permitted by applicable law, any Claim arising out of or relating to this Agreement or the Services must be filed within one (1) year after the Claim arose. If a Claim is not filed within this one-year period, it is permanently barred. This shortened claims period applies to all Claims, regardless of whether they sound in contract, tort, statute, or otherwise. This provision does not apply to Claims that, under applicable law, cannot be subject to a shortened limitations period.

14.5 Prevailing Party Attorney's Fees

In any arbitration, mediation, litigation, or other proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section, the "prevailing party" is the party who achieves a substantially favorable outcome on the material claims or defenses in the proceeding, as determined by the arbitrator or court.

14.6 Limitation on Remedies

To the maximum extent permitted by applicable law, you agree that your sole and exclusive remedy for any Claim arising out of or relating to this Agreement or the Services shall be limited to monetary damages, subject to the caps set forth in Section 18 (Limitation of Liability). You waive any right to seek injunctive relief, specific performance, or any other form of equitable relief against edvantageAI, except where such waiver is prohibited by applicable law. This limitation does not affect edvantageAI's right to seek injunctive or equitable relief to protect its intellectual property, Confidential Information, or data security as described in Section 14.2.

15. DMCA Notice

edvantageAI respects the intellectual property rights of others and responds to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify edvantageAI's copyright agent. For your complaint to be valid under the DMCA, you must provide the following information in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner
• Identification of the copyrighted work that you claim has been infringed
• Identification of the material that is claimed to be infringing and where it is located on the Site
• Information reasonably sufficient to permit edvantageAI to contact you, such as your address, telephone number, and e-mail address
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner

The above information must be submitted to edvantageAI's copyright agent by email at [email protected] with the subject line "DMCA Notice."

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees.

16. Indemnity

You agree to defend, indemnify and hold harmless edvantageAI and its Affiliates, Subprocessors, Third-Party Service Providers, subsidiaries, agents, licensors, managers, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Services, including any data or content transmitted or received by you
• Your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above
• Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights
• Your violation of any applicable law, rule or regulation
• User Content or any content that is submitted via your account, including without limitation misleading, false, or inaccurate information
• Your willful misconduct
• Any other party's access and use of the Services with your Login Credentials

17. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDVANTAGEAI AND ITS AFFILIATES, SUBPROCESSORS, AND THIRD-PARTY SERVICE PROVIDERS PROVIDE THE SERVICES AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH YOU. EDVANTAGEAI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE SERVICES, CONTENT, OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EDVANTAGEAI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

EDVANTAGEAI DOES NOT WARRANT THAT THE SERVICES OR CONTENT WILL OPERATE OR BE ACCESSIBLE UNINTERRUPTED, OR THAT THE SERVICES OR CONTENT WILL BE FREE FROM DEFECTS OR THAT THE SERVICES OR CONTENT WILL MEET (OR ARE DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS. DIAGNOSTIC RESULTS, REPORTS, AND CONSULTANCY DELIVERABLES ARE PROVIDED "AS IS" AND DO NOT CONSTITUTE GUARANTEES OF SPECIFIC OUTCOMES. ANY AGREEMENTS, RECOMMENDATIONS, PROJECTIONS, OR REPRESENTATIONS CONTAINED IN AI-GENERATED OUTPUTS, DIAGNOSTIC REPORTS, OR OTHER CONTENT ARE NON-BINDING AND SHOULD NOT BE RELIED UPON. YOU ARE RESPONSIBLE FOR VERIFYING SUCH INFORMATION THROUGH APPROPRIATE AND INDEPENDENT CHANNELS.

CERTAIN SERVICES ARE DELIVERED THROUGH AFFILIATES, SUBPROCESSORS, AND THIRD-PARTY SERVICE PROVIDERS. EDVANTAGEAI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY AFFILIATE, SUBPROCESSOR, OR THIRD-PARTY SERVICE PROVIDER PLATFORM, AND EDVANTAGEAI WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY INTERACTION BETWEEN YOU AND ANY SUCH ENTITY. EDVANTAGEAI DISCLAIMS ALL LIABILITY ARISING FROM THE ACTS, OMISSIONS, AVAILABILITY, PERFORMANCE, OR SECURITY OF AFFILIATES, SUBPROCESSORS, AND THIRD-PARTY SERVICE PROVIDERS, EXCEPT TO THE EXTENT THAT EDVANTAGEAI HAS EXPRESSLY ASSUMED RESPONSIBILITY UNDER THIS AGREEMENT.

AI OUTPUTS ARE GENERATED BY THIRD-PARTY AI PROVIDERS WHOSE MODELS, TRAINING DATA, AND BEHAVIOR ARE OUTSIDE EDVANTAGEAI'S CONTROL. EDVANTAGEAI DESIGNS PROMPTS AND CONFIGURES INPUTS BUT DOES NOT AUTHOR, CONTROL, OR GUARANTEE THE CONTENT, ACCURACY, COMPLETENESS, RELIABILITY, OR LEGALITY OF AI OUTPUTS. THE ACT OF DESIGNING A PROMPT OR CONFIGURING AN AI SYSTEM DOES NOT MAKE EDVANTAGEAI THE AUTHOR OR ORIGINATOR OF THE RESULTING AI OUTPUT AND DOES NOT CREATE ANY WARRANTY, REPRESENTATION, OR LIABILITY ON THE PART OF EDVANTAGEAI FOR THAT OUTPUT. EDVANTAGEAI EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO AI OUTPUTS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT AI OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE, RELIANCE ON, PUBLICATION, OR DISTRIBUTION OF AI OUTPUTS.

EDVANTAGEAI EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO GENERATED CONTENT, GENERATIVE INTERFACES, AND GENERATIVE INTERFACE CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT SUCH CONTENT OR INTERFACES WILL BE CONSISTENT, REPEATABLE, AVAILABLE, ERROR-FREE, SECURE, ACCURATE, COMPLETE, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. DYNAMIC OR INTERACTIVE BEHAVIOR, SESSION-BASED STATE, USER INPUT, MODEL CHANGES, THIRD-PARTY PLATFORM CHANGES, AND SOFTWARE EXECUTION MAY ALL AFFECT THE OUTPUTS OR BEHAVIOR OF GENERATIVE INTERFACES.

For purposes of this Agreement, AI Outputs, Generated Content, and Generative Interface Content are collectively referred to as "Dynamic Outputs."

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDVANTAGEAI, ITS AFFILIATES, SUBPROCESSORS, THIRD-PARTY SERVICE PROVIDERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOST TIME, LOST REVENUE, THE COSTS OF PROCURING SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER OR NOT EDVANTAGEAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL EDVANTAGEAI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES.

IN NO EVENT SHALL EDVANTAGEAI, ITS AFFILIATES, SUBPROCESSORS, THIRD-PARTY SERVICE PROVIDERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO EDVANTAGEAI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

WITHOUT LIMITING THE FOREGOING, EDVANTAGEAI SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST, CLAIM, OR EXPENSE ARISING OUT OF OR RELATING TO GENERATED CONTENT, GENERATIVE INTERFACE CONTENT, GENERATIVE INTERFACE BEHAVIOR, SESSION-BASED OUTPUTS, NON-REPRODUCIBLE OUTPUTS, DYNAMIC WORKFLOW EXECUTION, OR YOUR RELIANCE ON ANY OUTPUT OR ACTION PRODUCED THROUGH A GENERATIVE INTERFACE OR AGENTIC WORKFLOW.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EDVANTAGEAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Nothing in this Agreement limits either Party's liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence, gross negligence or intentional misconduct; or (iii) any liability which cannot legally be limited.

19. Term and Termination

19.1 Term

The term of this Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement ("Term").

19.2 Termination or Suspension

You may terminate the Agreement at any time by cancelling your account. edvantageAI, in its sole discretion, may limit, suspend, or terminate your use of all Services for any reason or no reason, including, without limitation, if edvantageAI believes that you have: (a) violated or acted inconsistently with this Agreement; (b) infringed the intellectual property rights of edvantageAI or of a third party; or (c) posted, uploaded or transmitted unauthorized content through the Services.

Any deactivation or termination of your access to the Services may be effected without prior notice to you and edvantageAI shall not be liable to you nor any third party for any termination. edvantageAI reserves the right at any time to modify, discontinue, temporarily or permanently, any Service or any part or portion thereof, with or without notice to you.

19.3 Effect of Termination

Upon the termination or suspension of this Agreement: (a) Customer's access to and use of the Services will immediately cease; (b) any outstanding fees for Consultancy Services rendered prior to termination remain due and payable. edvantageAI's suspension of Customer's access is without prejudice to edvantageAI's right to termination, and edvantageAI may reinstate access following acceptable resolution of the issue that caused the suspension.

19.4 Survival

The following provisions shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 3.3.1 (Aggregated Benchmark Data), Section 3.9 (AI-Generated Content and Third-Party AI Providers), Section 3.10 (Human Oversight of AI), Section 3.11 (Generated Content and Generative Interfaces), Section 4.4 (Deliverables), Section 6 (Purchases, Payments, and Communications) with respect to any outstanding payment obligations, Section 7 (Intellectual Property), Section 8 (User Content), Section 11 (Confidential Information), Section 14 (Governing Law, Arbitration, Class Action/Jury Trial Waiver, Shortened Claims Period, Prevailing Party Attorney's Fees, and Limitation on Remedies), Section 16 (Indemnity), Section 17 (No Warranty), Section 18 (Limitation of Liability), this Section 19.4, and Section 20 (General), together with any other provisions that by their nature are intended to survive termination.

20. General

20.1 Entire Agreement; Severability; No Waiver

This Agreement, together with any applicable MSA and SOW, contains the entire understanding between the parties regarding the subject matter herein, supersedes any prior or contemporaneous communications, understandings or agreements, and may be amended only as provided herein. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected. No failure to enforce any term of this Agreement shall be deemed a waiver unless expressly agreed to in writing.

20.2 Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without edvantageAI's prior written consent, and any such action in violation of this provision is null and void. edvantageAI may assign or transfer this Agreement to any successors-in-interest to all or substantially all of the business or assets of edvantageAI whether by merger, reorganization, asset sale or otherwise, or to any Affiliates of edvantageAI, and this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns.

20.3 Notice

All notices and other communications required or permitted to be given under this Agreement shall be in writing and in the English language. Customer consents to receive in-system account notifications and email communications (which shall be deemed received upon sending), including marketing communications regarding edvantageAI products and services, but may opt-out of marketing communications by sending an email to [email protected].

Customer must provide notice under this Agreement to [email protected].

20.4 Force Majeure

edvantageAI and its Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including without limitation, pandemics, fire, explosion, flood, earthquake or other natural disasters, wars, acts of terror, embargo, riot, unavailability of utilities or raw materials, Internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, export control regulation, laws, judgments, or the intervention of any government authority.

20.5 Amendments

edvantageAI may modify this Agreement by posting the revised version to the Site with a new effective date. For material changes, edvantageAI will provide at least thirty (30) days advance notice via email to the address associated with your account or through a prominent notice on the Site before the changes take effect. Non-material changes (such as correcting typographical errors, updating contact information, or adding new service descriptions) may take effect upon posting.

The 30-day advance notice requirement does not apply to changes that are: (a) required by applicable law, regulation, or court order; (b) necessary to address an imminent security vulnerability or threat; or (c) necessary to prevent ongoing abuse or fraud. In such cases, edvantageAI will provide notice as soon as reasonably practicable.

By continuing to use the Services after the effective date of any modification, Customer agrees to be bound by the modified terms. If you do not agree with a material change, you may terminate your account before the effective date of the change by contacting [email protected]. Please check the Site regularly for updates to this Agreement.

20.6 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

20.7 Service Delivery by Affiliates and Subprocessors

Some or all of the Services or Content may be provided by edvantageAI's Affiliates, agents, subcontractors, Subprocessors, and Third-Party Service Providers. The rights and obligations of edvantageAI under this Agreement may be, in whole or in part, exercised or fulfilled by such entities. edvantageAI remains responsible to Customer for the performance of its obligations under this Agreement, regardless of which entity performs them.

edvantageAI will maintain a current list of Subprocessors authorized to process Customer personal data in connection with the Services. This list will be available upon request by contacting [email protected]. The provisions of Section 10.2 govern the engagement of new or replacement Subprocessors.

20.8 No Support

Unless otherwise specified in an applicable SOW or Digital Product description, nothing in this Agreement shall obligate edvantageAI to provide technical support for any Service or Content.

20.9 California Residents

The provider of Services is edvantageAI, Inc., Alameda, CA 94501. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

20.10 Contact

Please contact us at [email protected] with any questions regarding this Agreement.