NVIDIA K-12 Sponsored Licenses Terms of Service

These Terms apply only to Order Forms signed for sponsored licenses from the NVIDIA and StudyFetch AI Literacy Initiative for K-12.

1. AGREEMENT TO TERMS.

These Institutional Terms of Service (these “Terms”) are incorporated by reference into each Order Form entered into between Institution and StudyFetch, Inc. (“StudyFetch,” “Company,” “we,” “us,” or “our”) and govern Institution’s access to and use of the StudyFetch website, the Honen website at https://honen.com, our mobile application, and any other online services, platforms, products, or features operated by us that link to or reference these Terms, including the services identified in the applicable Order Form (collectively, the “Services”). In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the subject matter of the conflict. “Order Form” means an ordering or enrollment document entered into between Institution and Company that references these Terms and sets forth the Services, authorized user scope, program sponsorship, term, and other applicable commercial or program terms. “Institution” means the school, school district, or other educational institution that has executed an Order Form or otherwise accepted these Terms. “Authorized Users” means Institution’s administrators, faculty, staff, students, contractors, and other representatives whom Institution authorizes to access and use the Services under the applicable Order Form. “Institution Data” means all data, content, records, and information submitted by or on behalf of Institution or its Authorized Users to the Services, including Student Data. “Student Data” means Institution Data that identifies or is reasonably linkable to a student, or that is otherwise subject to FERPA, COPPA, applicable state student privacy laws, or an applicable data privacy addendum. StudyFetch, Inc. is a Delaware corporation with its principal place of business located at 345 N Maple Dr., Suite 340, Beverly Hills, CA 90210. If Institution is a public school, public school district, or other public educational institution, Institution will promptly notify StudyFetch of any state or local law that Institution reasonably believes prevents Institution from complying with any provision of these Terms so that the parties may discuss an appropriate amendment or addendum. Institution agrees that by executing an Order Form or otherwise accessing or using the Services, Institution has read, understood, and agreed to be bound by these Terms. IF INSTITUTION DOES NOT AGREE WITH ALL OF THESE TERMS, THEN INSTITUTION MUST NOT ACCESS OR USE THE SERVICES.

2. ACCESS AND LICENSE.

Subject to Institution’s compliance with these Terms and the applicable Order Form, StudyFetch grants Institution a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Institution’s internal educational purposes and to permit Authorized Users to access and use the Services on Institution’s behalf. Institution is responsible for all acts and omissions of its Authorized Users and Administrators in connection with the Services. Institution may designate certain Authorized Users as administrators (“Administrators”) who may manage Institution’s use of the Services, including adding, removing, or suspending Authorized Users, uploading rosters, managing permissions, assigning users to courses or cohorts, and accessing usage information made available within the Services. Institution is responsible for ensuring that all Authorized Users are permitted to use the Services under applicable law, including with respect to age requirements. Institution will keep account credentials under its control confidential and will promptly notify StudyFetch of any suspected unauthorized access to or use of the Services or Institution’s accounts. Access to the Services under these Terms is limited to the sponsored access program identified in the applicable Order Form and may include only certain courses, content, or features designated by StudyFetch in connection with such program, including NVIDIA-certified or NVIDIA-sponsored course offerings where applicable. NVIDIA Corporation (“NVIDIA”) may act as a sponsor of certain programs under which access to the Services is made available; however, NVIDIA is not a party to these Terms, and these Terms do not create any contractual relationship between Institution and NVIDIA.

3. INSTITUTION DATA; STUDENT DATA; NO SALE, SHARING, OR AI TRAINING.

As between the parties, Institution retains all right, title, and interest in and to Institution Data and Student Data submitted to or through the Services. StudyFetch will process Institution Data and Student Data solely to provide, operate, support, secure, and maintain the Services, to comply with these Terms and applicable law, and to carry out Institution’s documented instructions as reflected in the applicable Order Form, the Services, or an applicable data privacy addendum, including to personalize and improve each student’s learning experience within the Services. Institution grants StudyFetch a limited, non-exclusive license to use, process, store, transmit, and otherwise handle Institution Data and Student Data solely as necessary to provide the Services and perform StudyFetch’s obligations under these Terms, the applicable Order Form, and applicable law. StudyFetch will not sell Student Data. StudyFetch will not share Student Data with third parties except (a) to subprocessors, hosting providers, and service providers that are bound by written confidentiality and data protection obligations and engaged solely to support the Services, (b) as directed or authorized by Institution, or (c) as required by applicable law. StudyFetch will not use Student Data for advertising or marketing purposes. StudyFetch will not use Student Data to train StudyFetch AI systems or any third-party AI models. StudyFetch may use aggregated and de-identified information derived from use of the Services for analytics, security, benchmarking, capacity planning, and service administration only to the extent such information cannot reasonably identify Institution or any individual and is not used to train AI models. StudyFetch will limit the collection of personal information from student users to information reasonably necessary to provide the Services as described in the applicable Order Form.

4. FERPA, COPPA, AND INSTITUTIONAL AUTHORIZATIONS.

Institution represents and warrants that it has obtained, and will maintain during the Term, all rights, consents, permissions, and authorizations necessary to permit Authorized Users to access and use the Services, including any permissions required from parents, guardians, students, employees, or applicable educational institutions under applicable law, and, to the extent permitted by applicable law, Institution authorizes StudyFetch to provide the Services to student users for Institution’s educational purposes and to rely on Institution to provide or obtain any required parental or guardian consents. To the extent permitted by applicable law, Institution appoints StudyFetch as a service provider acting on Institution’s behalf and under Institution’s control for purposes of providing the Services, including where relevant to Institution’s FERPA compliance framework. Institution is responsible for determining whether it may provide consent on behalf of parents or guardians for school-authorized use of the Services by students, including users under thirteen (13), and for providing any other notices or obtaining any other consents required by COPPA, FERPA, or other applicable law. Institution authorizes StudyFetch to create accounts, provision access, upload and process roster information, assign users to courses or cohorts, and otherwise register and enroll Authorized Users on Institution’s behalf as necessary to deliver the Services during the Term. Institution remains responsible for determining which Authorized Users may access the Services and what features, courses, or permissions those Authorized Users may receive.

5. UNDER-18 USER PROTECTIONS.

Users under the age of eighteen (18) may access the Services only through Institution-authorized accounts, rosters, or workflows established or approved by Institution for Institution’s educational purposes. StudyFetch will not require student users to purchase the Services or remit payment to access the Services under an applicable Order Form. Institution is responsible for determining whether any user under the age of majority in the applicable jurisdiction is permitted to use the Services and for obtaining or maintaining any legally required consent or authorization for such use. StudyFetch will use commercially reasonable measures within the Services to permit Institution administrators to manage user access, permissions, and deprovisioning for student users.

6. COMPLIANCE WITH LAW.

Each party will comply with applicable federal, state, and local laws and regulations in connection with its performance under these Terms, including applicable laws relating to education, student data privacy, child privacy, security, and the use of artificial intelligence in educational settings. The parties will cooperate in good faith to support compliance with applicable FERPA, COPPA, and student data privacy requirements in connection with the applicable Services deployment. If changes in applicable law require reasonable updates to the parties’ data handling, notices, or operational procedures for the Services, the parties will work in good faith to implement those updates through the Services, an addendum, or a written amendment as appropriate.

7. INSTITUTION RESPONSIBILITIES AND RESTRICTIONS.

Institution will use the Services only for Institution’s internal educational purposes and will not charge students, parents, or other third parties for access to or use of the Services provided under the applicable Order Form, and Institution will not use, authorize, or knowingly permit use of the Services in a manner that violates applicable law, infringes the rights of others, jeopardizes the security of the Services, or exceeds the scope of access permitted under the applicable Order Form. Institution is responsible for maintaining the confidentiality of account credentials under its control and for promptly notifying StudyFetch of any suspected unauthorized access to or use of the Services. Institution will not, and will not permit any Authorized User to, reverse engineer, decompile, disassemble, or attempt to derive source code or underlying components of the Services, circumvent security controls, introduce malware, scrape or systematically extract data from the Services, or use the Services to develop or improve a competing product or service. Institution represents and warrants that it has all necessary rights, licenses, and permissions to provide Institution Data and Student Data to StudyFetch for processing in accordance with these Terms and any applicable Order Form.

8. PRIVACY, SECURITY, AND DATA PRIVACY ADDENDA.

StudyFetch will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Institution Data and Student Data against unauthorized access, loss, or destruction. StudyFetch may engage third-party service providers and subprocessors to provide or support the Services, provided that StudyFetch remains responsible for the performance of such providers in accordance with these Terms and ensures such providers are bound by written confidentiality, data protection, and security obligations no less protective than those applicable to StudyFetch under these Terms. StudyFetch will notify Institution without undue delay after confirming a Security Incident affecting Student Data in StudyFetch’s possession or control and will provide information reasonably requested by Institution to support response efforts, subject to legal privilege and security considerations. Upon expiration or termination of all applicable Order Forms, StudyFetch will, upon Institution’s written request made within thirty (30) days, provide Institution with a reasonable opportunity to export Institution Data, after which StudyFetch may delete Institution Data in accordance with its standard retention practices unless otherwise required by applicable law or an applicable addendum. If the parties execute a data privacy addendum, student data privacy addendum, or comparable addendum, that addendum is incorporated into these Terms by reference, and to the extent of any conflict on matters specifically addressed therein, that addendum will control.

9. OWNERSHIP; LIMITED DATA LICENSE; FEEDBACK.

As between the parties, StudyFetch retains all right, title, and interest in and to the Services, the underlying software, models, algorithms, interfaces, documentation, and all related intellectual property rights, and no rights are granted to Institution except as expressly set forth in these Terms. Institution grants StudyFetch a limited, non-exclusive license to use, process, store, transmit, and otherwise handle Institution Data and Student Data solely as necessary to provide the Services and perform StudyFetch’s obligations under these Terms, the applicable Order Form, and applicable law. To the extent Institution provides feedback, suggestions, or recommendations regarding the Services that do not include Student Data or other Institution confidential information, Institution grants StudyFetch a non-exclusive, royalty-free, fully paid-up, irrevocable license to use such feedback to improve the Services.

10. AI-ENABLED FEATURES; OUTPUT REVIEW.

Institution acknowledges that the Services may include artificial intelligence-enabled features and that outputs generated through the Services may be inaccurate, incomplete, non-unique, or otherwise erroneous. Institution and its Authorized Users are responsible for independently reviewing and evaluating any output generated through the Services before relying on it for educational, instructional, disciplinary, counseling, or other student-related purposes. The Services are intended to support, and not replace, the professional judgment of educators, administrators, and other qualified personnel.

11. CONFIDENTIALITY.

“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms or an Order Form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Student Data, Institution Data, the terms of any Order Form, and non-public technical, business, or security information. The receiving party will use the disclosing party’s Confidential Information solely to perform under these Terms, will protect such Confidential Information using at least reasonable care, and will not disclose such Confidential Information to any third party except to employees, contractors, service providers, and professional advisors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that becomes public through no fault of the receiving party, was rightfully known by the receiving party without restriction before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without duty of confidentiality. The receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that, to the extent legally permitted, the receiving party gives prompt notice and reasonably cooperates in seeking confidential treatment. The obligations in this Section will survive expiration or termination of these Terms.

12. TERM; TERMINATION; SUSPENSION.

These Terms remain in effect during the Term of any applicable Order Form and for so long as Institution uses the Services. Either party may terminate an Order Form or these Terms for cause upon thirty (30) days’ written notice of a material breach if the breach remains uncured at the end of that notice period, or immediately if the other party becomes the subject of insolvency, receivership, liquidation, or a similar proceeding. StudyFetch may suspend Institution’s access to the Services, in whole or in part, upon notice if StudyFetch reasonably determines that Institution or any Authorized User has materially breached these Terms, a security threat exists, applicable law so requires, or continued access poses a risk to the Services or third parties. StudyFetch may also terminate or discontinue sponsored access under an applicable Order Form upon written notice if the applicable NVIDIA-sponsored program expires, is terminated, or StudyFetch no longer has the right to provide the Services on a sponsored basis for that program; provided that, absent legal, contractual, or security restrictions, StudyFetch will use commercially reasonable efforts to provide Institution reasonable advance notice and cooperate on an orderly wind-down. Upon expiration or termination, Institution and its Authorized Users will cease use of the Services, and StudyFetch may disable access to the Services in accordance with these Terms, subject to any data export rights expressly stated herein or in an applicable addendum.

13. LIMITED WARRANTY; DISCLAIMERS.

StudyFetch warrants during the Term that, when used as authorized herein, the Services will operate in all material respects in accordance with StudyFetch’s applicable documentation for the Services. If the Services fail to conform to the foregoing limited warranty, Institution’s sole and exclusive remedy, and StudyFetch’s sole obligation, will be for StudyFetch to use commercially reasonable efforts to correct the non-conformity or provide a reasonable workaround within a reasonable period of time. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STUDYFETCH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, RELIABILITY, ACCURACY, AND ACHIEVEMENT OF RESULTS OR EDUCATIONAL OUTCOMES.

14. INDEMNIFICATION.

StudyFetch will defend, indemnify, and hold harmless Institution and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) allegations that the Services infringe or misappropriate a third party’s intellectual property rights, or (b) StudyFetch’s material breach of its obligations under Section 3 or Section 8 of these Terms. To the extent permitted by applicable law, Institution will defend, indemnify, and hold harmless StudyFetch and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to (a) Institution’s breach of Section 4, Section 5, or Section 7 of these Terms, or (b) allegations that Institution lacked the right or authorization to provide Institution Data or Student Data to StudyFetch for processing as contemplated by these Terms. The party seeking indemnification will promptly notify the indemnifying party of the claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense and settlement of the claim, except that no settlement may impose liability or admission of fault on the indemnified party without that party’s prior written consent.

15. LIMITATION OF LIABILITY.

EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER FORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ALL ORDER FORMS WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). “Excluded Claims” means a party’s indemnification obligations, breach of confidentiality, gross negligence, willful misconduct, fraud, misuse or infringement of the other party’s intellectual property rights, and StudyFetch’s breach of Section 3 or Section 8 of these Terms.

16. MISCELLANEOUS.

Neither party may issue publicity or press releases regarding the other party or use the other party’s name, marks, or logos without the other party’s prior written consent, except as required by applicable law. For private institutions, these Terms and each Order Form will be governed by the laws of the State of California, without regard to conflict of laws principles, and the parties consent to exclusive venue in the state or federal courts located in Los Angeles County, California, except to the extent an applicable addendum expressly provides otherwise. If Institution is a public educational institution and believes that applicable law restricts Institution’s ability to agree to any provision relating to jurisdiction, venue, claims procedures, or remedies, Institution will promptly notify StudyFetch so that the parties may discuss an appropriate amendment or addendum. These Terms, together with the applicable Order Form and any addenda expressly incorporated herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications on that subject matter. Purchase orders, procurement portal terms, click-through terms not expressly incorporated into an executed Order Form, and other pre-printed or unilateral terms are void and of no effect. No amendment or modification to these Terms or any Order Form will be effective unless in writing and signed by authorized representatives of both parties, except that StudyFetch may update these Terms prospectively for future Order Forms by updating the “Last updated” date and posting the revised version at the applicable URL. Neither party may assign these Terms without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms. Notices under these Terms must be in writing and may be delivered by email, nationally recognized overnight courier, or other written method reflected in the applicable Order Form or subsequently designated by notice. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations to the extent any are expressly assumed in a separate signed writing. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law. Electronic signatures, electronic records, and counterparts will be effective to the maximum extent permitted by applicable law. Provisions that by their nature should survive expiration or termination, including those relating to confidentiality, intellectual property, data rights, indemnification, limitation of liability, and data export or deletion, will survive. The parties are independent contractors, and nothing in these Terms creates any partnership, franchise, joint venture, fiduciary, employment, or agency relationship between the parties. Section headings are for convenience only and do not affect interpretation.

17. PRIVACY POLICY.

We care about data privacy and security. Please review StudyFetch’s Privacy Policy at https://www.studyfetch.com/legal/privacy. To the extent of any conflict between the Privacy Policy and these Terms or an applicable data privacy addendum, these Terms and the applicable data privacy addendum will control with respect to Institution Data and Student Data processed under an applicable Order Form. Institution acknowledges that the Services are hosted in the United States and that data submitted to the Services may be processed in the United States and other locations where StudyFetch or its service providers maintain operations, subject to the protections described in these Terms and any applicable addendum.

18. THIRD-PARTY WEBSITES AND CONTENT.

The Services may contain links to third-party websites, content, tools, or integrations. StudyFetch does not control and is not responsible for any third-party websites or third-party content, including their accuracy, availability, security practices, or terms of use. If Institution or any Authorized User accesses any third-party website, content, or service through the Services, Institution does so at its own risk and will review the applicable third-party terms and policies.

19. COPYRIGHT COMPLAINTS.

StudyFetch respects the intellectual property rights of others. If Institution believes that any material made available through the Services infringes copyright, Institution may submit a written notice to StudyFetch’s designated copyright contact at [email protected] or at StudyFetch, Inc., Attn: Copyright Agent, 345 N Maple Dr., Suite 340, Beverly Hills, CA 90210. StudyFetch may request additional information reasonably necessary to investigate and respond to the notice.

20. EXPORT CONTROLS.

The Services may be subject to United States export control and economic sanctions laws. Institution agrees not to access or use the Services in violation of any applicable export control or sanctions laws or regulations and represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, to the extent applicable to Institution’s use of the Services.

21. CONTACT US.

In order to provide notices under these Terms or to receive further information regarding the Services, Institution may contact StudyFetch at: StudyFetch, Inc., 345 N Maple Dr., Suite 340, Beverly Hills, CA 90210, [email protected], or such other address or contact information as StudyFetch may designate by notice.