Terms and Conditions

1. Introduction and Agreement to Terms

Welcome to Colleague AI, operated by Hensun Innovation LLC. (dba “Colleague AI”). By accessing or using our Services, including our website, applications, you agree to these Terms of Service (the “Terms”). If you are using our Services on behalf of an educational institution, you confirm that you have the authority to bind your institution to these Terms. By doing so, you acknowledge and accept these Terms on behalf of the institution and agree to comply with them fully.

These Terms govern all users’ rights and responsibilities concerning our Services. This includes access to our generative AI tools, which provide content and instructional resources to support educators and enhance student learning. If you use our Services in a student-facing (Colleague Classroom) capacity additional terms and protections apply to safeguard Student Data as defined under applicable privacy laws and regulations.

Related Policies: Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect personal data. For educational institutions, specific protections for Student Data are outlined in Student Data Protection section of Privacy Policy. These policies terms are incorporated herein by reference and should be reviewed as part of your understanding of these Terms. You can find our Privacy Policy here: https://www.colleague.ai/privacy-policy

Updates to Terms: Colleague AI reserves the right to modify these Terms to reflect changes in our Services, operational needs, or legal requirements. When updates are made, we will notify users through the website or email, and updated terms will be effective upon posting. If you do not consent to the updated Terms, you must immediately cease using our Services.

2. Account Creation and Access Requirements

Account Creation: To access certain features of our Services, you are required to create an account. When creating an account, you agree to provide accurate, complete, and current information. Failure to maintain accurate information may result in the suspension or termination of your account in our sole discretion.

Age Requirement: To create an account, you must be at least 18 years old, or if under 18, you must have the permission of a parent or legal guardian.

Use by Educators on Behalf of Educational Institutions: If you are an educator or staff member accessing or using our Services on behalf of an educational institution, you confirm that you have the authority to bind the institution to these Terms and that you will abide by the Student Data Protection section of Privacy Policy. Additionally, you agree that:

  • You will ensure proper notification and consent requirements are met if using the Services with students under 18, in compliance with COPPA and FERPA.
  • You will handle all Student Data responsibly and in accordance with applicable student data privacy laws. Refer to Section 4: Responsibilities for Student-Facing (Colleague Classroom) Services for additional information on data handling requirements.

Personal Responsibility: You are responsible for all activity under your account, including any misuse due to a failure to safeguard your login credentials. Colleague AI strongly recommends creating a unique and secure password and changing it periodically.

3. Usage Rights and Content Ownership

3.1 Limited License to Use the Services

Colleague AI grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services solely for educational purposes in line with these Terms. This license is intended to support the instructional and administrative needs of educators and educational institutions. Any use beyond these authorized purposes may result in the termination of your account and access rights.

3.2 AI-Generated Content and Professional Responsibility

Our Services include generative AI tools that assist educators by creating draft content, instructional materials, and other resources. While these tools are designed to enhance productivity, they do not replace professional judgment. You are responsible for reviewing and revising AI-generated content to ensure accuracy, appropriateness, and compliance with educational standards.

3.3 Ownership of Content You Create and Share

  • Your Content: Any content, messages, or other material you upload or share in publicly accessible areas of the Services (such as forums, profiles, or collaborative workspaces) remains your property. However, by posting content, you grant Colleague AI a non-exclusive, worldwide, royalty-free, sub-licensable, and perpetual license to use, reproduce, and display such content to improve our Services.
  • Student Data: Student Data generated or stored within our Student-Facing (Colleague Classroom) Services is governed by our Student Data Protection section of Privacy Policy and remains under the control of the educational institution. We do not claim ownership of Student Data and will handle it according to the directions and contractual requirements set forth by the educational institution.

3.4 Intellectual Property Rights

All rights, titles, and interests in and to the Colleague AI Services, including software, design, trademarks, and content created by Colleague AI, are and will remain the exclusive property of Colleague AI and its licensors. You are prohibited from reproducing, distributing, or modifying any proprietary material without explicit permission. Violation of these rights is grounds for immediate termination of your account and may lead to legal action.

4. Responsibilities for Student-Facing Services (Colleague Classroom)

Colleague AI’s Services include student-facing (Colleague Classroom), which are designed to support educators and enhance learning for students. Educational institutions and educators are responsible for using these Services in compliance with applicable student privacy laws, such as the Family Educational Rights and Privacy Act (FERPA), the California Student Online Personal Data Protection Act (SOPIPA), and the Children’s Online Privacy Protection Act (COPPA) and other state-specific policies and restrictions.

4.1 Consent and Authorization for Student Data Collection

Educational institutions and educators using our Student-Facing Services (Colleague Classroom) are responsible for obtaining necessary parental or guardian consent for any collection, use, and processing of student data, as required by applicable laws. By using the Student-Facing Services (Colleague Classroom), you confirm that:

  • You have the authority to provide or obtain consent for students to use the Services.
  • You have informed parents and guardians of the use of Colleague AI’s tools in accordance with institutional policies and privacy laws.
  • You will provide a copy of our Privacy Policy to parents or guardians when necessary.

4.2 Handling and Protection of Student Data

Educational institutions control the Student Data collected, maintained, or processed within the Student-Facing Services (Colleague Classroom). Colleague AI processes Student Data solely for educational purposes as directed by the institution, in compliance with applicable data privacy laws. Key protections include:

  • Data Security: Colleague AI implements administrative, physical, and technical safeguards to protect Student Data, including encryption, access control, and data anonymization techniques.
  • Data Use Limitations: Student Data will not be used for targeted advertising, profiling, or any commercial purposes. Our use of Student Data is strictly limited to providing and improving our educational Services.
  • Prohibition on Sales of Student Data: Colleague AI will never sell or disclose Student Data to third-party advertisers. If a corporate transaction (such as a merger or acquisition) involves Student Data, the educational institution will be notified and given an option to delete the data before any transfer.

4.3 Data Access and Deletion Rights for Educational Institutions

Educational institutions have full control over the access, management, and deletion of Student Data. Colleague AI will assist institutions in fulfilling requests to:

  • Access Student Data: Institutions can request access to Student Data at any time, ensuring transparency and compliance with FERPA and other regulations.
  • Correct or Update Data: Institutions may request corrections to Student Data to maintain accuracy.
  • Delete Student Data: Upon request, we will securely delete or de-identify Student Data as specified by the institution, unless retention is required by law.

4.4 Responsibility of Educators to Protect Student Privacy

Educators are responsible for using the Student-Facing Services (Colleague Classroom) in a way that protects student privacy and complies with both institutional policies and applicable privacy laws. Specifically:

  • Do Not Share Sensitive Information: Educators should avoid inputting personally identifiable information (PII) of students, parents, or third parties into non-secure areas of the Services.
  • Use Caution with Public Platforms: When using any collaborative features within our Services, educators must ensure they only share information in a manner consistent with their institution’s privacy policies.

Failure to adhere to these responsibilities may result in suspension or termination of access to the Student-Facing Services (Colleague Classroom).

5. Prohibited Uses

Colleague AI is committed to maintaining a safe, respectful, and compliant environment for all users. To uphold this standard, certain actions are expressly prohibited when using our Services. Violating these restrictions may result in suspension, termination of your account, or further legal action.

You may not use the Services in a way that:

5.1 Violates Legal Rights and Privacy

  • Infringes Intellectual Property: You may not use the Services to distribute, modify, or access content in a way that infringes on others’ intellectual property rights, including copyright, trademark, and patent rights.
  • Breaches Privacy Rights: Do not share or disclose any personally identifiable information (PII) or sensitive information of any individual, including students and parents, without proper authorization and compliance with applicable privacy laws (such as FERPA, SOPIPA, COPPA, and CCPA).
  • Violates Data Protection Laws: Comply with all relevant data protection laws and policies applicable to your role, including those governing the protection and handling of Student Data. Educational institutions are responsible for ensuring proper parental consent for students under 13, in accordance with COPPA.

5.2 Engages in Harmful, Illegal, or Deceptive Conduct

  • Harmful or Threatening Behavior: You may not use the Services to engage in activities that are threatening, harassing, defamatory, obscene, or otherwise objectionable.
  • Fraud or Deception: Engaging in any fraudulent, deceptive, or misleading practices is strictly prohibited. This includes impersonating others or attempting to gain unauthorized access to another user’s account.
  • Violates Institution Policies: Users acting on behalf of educational institutions must comply with institutional policies regarding the use of third-party educational tools.

5.3 Disrupts or Jeopardizes Security

  • Compromises Account Security: You are responsible for maintaining the security of your account and may not allow others to access it on your behalf. Sharing login credentials or attempting to access another user’s account is prohibited.
  • Introduces Malicious Software: Do not introduce viruses, malware, or any other harmful software into our Services.
  • Attempts Unauthorized Access: You may not attempt to bypass security measures, access restricted areas of the Services, or interfere with any systems or networks connected to the Services.

5.4 Misuses AI-Generated Content and Educational Tools

  • Non-Educational Use of Content: The Services, including AI-generated content, are designed for educational purposes only. You may not use Colleague AI to create or offer commercial products, services, or content unrelated to your position as an educator.
  • Public Posting of Student Data: Avoid publicly posting any Student Data. The Student-Facing Services (Colleague Classroom) are intended for secure educational environments only, and sharing student information on public forums or profiles is prohibited.

5.5 Engages in Unauthorized Reverse Engineering

  • Reverse Engineering: You may not decompile, reverse-engineer, or otherwise attempt to derive the source code or underlying algorithms of our Services, except as permitted by law.

Violations of these prohibited uses are grounds for the immediate suspension or termination of your right to access the Services. Colleague AI reserves the right to monitor user activity and investigate any potential breaches of these restrictions.

Privacy and Data Protection Acknowledgment

Colleague AI is committed to protecting the privacy and security of all users and their data, especially in educational environments. Your use of the Services constitutes an acknowledgment of and agreement to abide by our data privacy and protection standards as outlined below.

6.1 Privacy Policy Reference

Your use of Colleague AI Services is subject to our Privacy Policy https://www.colleague.ai/privacy-policy. which provides detailed information on our data collection, usage, and sharing practices, as well as our commitment to protecting personal data. The Privacy Policy also covers important guidelines on cookies, tracking technologies, data retention, and user rights. By agreeing to these Terms, you acknowledge that you have read and understood the Privacy Policy.

6.2 Compliance with Data Privacy Regulations

Colleague AI’s data practices are designed to comply with applicable privacy laws, including:

  • FERPA (Family Educational Rights and Privacy Act): We handle student records in compliance with FERPA guidelines, treating educational institutions as the data controllers for any Student Data collected.
  • COPPA (Children’s Online Privacy Protection Act): For users under the age of 13, institutions are responsible for obtaining parental consent before students use Colleague AI’s student-facing services (Colleague Classroom).
  • CCPA (California Consumer Privacy Act): For California residents, Colleague AI abides by CCPA regulations, which allow individuals certain rights over their data. Colleague AI does not sell personal information.
  • GDPR (General Data Protection Regulation): For users in the European Union or the United Kingdom, Colleague AI adheres to GDPR principles, providing data access, rectification, and deletion rights, among others.

6.3 Educational Institution Responsibilities for Student Data

Educational institutions bear primary responsibility for obtaining and managing consent to collect, use, or process Student Data through our Services. By using Colleague AI’s Student-Facing Services (Colleague Classroom), institutions agree to inform parents or guardians about the use of our tools and share our Privacy Policy with them as appropriate.

6.4 Data Security Measures

Colleague AI uses industry-standard security measures, including data encryption, secure storage, and restricted access protocols, to protect personal and student data. While we implement robust security practices, no system is entirely risk-free, and we encourage users to take steps to protect their data, such as using strong passwords and following institutional security guidelines.

6.5 User Responsibilities in Protecting Privacy

As a user, you are expected to respect and protect the privacy of others when using the Services. Avoid sharing sensitive information unnecessarily, and only input data into the Services that is essential for educational purposes. Educators should avoid including PII (Personally Identifiable Information) in public or collaborative areas and are responsible for handling Student Data per these Terms and applicable privacy policies.

7. Disclaimer and Limitation of Liability

To ensure transparency, Colleague AI includes disclaimers and limitations of liability in these Terms. These provisions are intended to clarify the scope of our responsibility and help manage risk effectively.

7.1 Warranty Disclaimer

Colleague AI provides its Services on an “as-is” and “as-available” basis. We strive to ensure that the Services are accurate, reliable, and available to our users. However, due to the nature of software and AI tools, Colleague AI cannot guarantee that the Services will always be free from errors, bugs, interruptions, or inaccuracies.

  • No Implied Warranties: Colleague AI expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This means that we do not make promises regarding the specific performance, reliability, or suitability of our Services for your particular needs.
  • AI Content Limitation: AI-generated content provided through our Services is intended to assist educators but does not replace professional judgment. You are responsible for reviewing all AI-generated content for accuracy, appropriateness, and compliance with educational standards before use. Colleague AI is not liable for any inaccuracies or biases that may arise from AI-generated content.

7.2 Limitation of Liability

To the fullest extent permitted by applicable law, Colleague AI, its affiliates, officers, directors, employees, agents, licensors, or suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for lost profits, goodwill, data loss, or business interruption. These limitations apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if Colleague AI has been advised of the possibility of such damages.

7.3 Aggregate Liability Cap

Colleague AI’s aggregate liability for all claims related to the Services, whether in contract, tort, or otherwise, will not exceed the greater of:

  • (i) $100, or
  • (ii) the total amount paid by you to Colleague AI for the Services in the twelve (12) months preceding the claim.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain liabilities, so the above limitations or exclusions may not apply to you in whole or in part.

7.4 Liability for Student Data

Colleague AI’s liability for Student Data is limited to processing data in compliance with our contractual obligations with educational institutions, as outlined in the Privacy Policy. Colleague AI does not control or assume liability for the collection, use, or disclosure of Student Data beyond what is described in these Terms and relevant privacy policies. Educational institutions bear primary responsibility for managing Student Data in accordance with applicable laws and obtaining necessary consents.

8. Indemnification

To protect Colleague AI and its users, you agree to indemnify and hold harmless Colleague AI, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, losses, liabilities, damages, expenses, or costs (including reasonable attorneys’ fees) arising from or related to:

8.1 Breach of Terms

Your violation of these Terms, including but not limited to breaches related to account security, prohibited uses, privacy obligations, and data protection responsibilities, as outlined in this agreement and incorporated policies.

8.2 Violation of Privacy or Intellectual Property Rights

Any claim that content you upload, distribute, or otherwise provide through our Services infringes or violates the intellectual property, privacy, or other legal rights of any person or entity. This includes but is not limited to claims arising from the misuse or unauthorized disclosure of Student Data or personally identifiable information (PII).

8.3 Misuse of AI-Generated Content

Your failure to responsibly use AI-generated content in accordance with the guidelines in these Terms, resulting in legal claims or liabilities. This includes any claims related to the inappropriate or unverified use of AI content that causes harm, misinformation, or privacy violations.

8.4 Third-Party Actions

Any third-party actions or proceedings arising from or relating to your use of the Services in violation of applicable laws, institutional policies, or these Terms.

Colleague AI reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such cases, you agree to cooperate fully with Colleague AI in asserting any available defenses.

9. Governing Law and Dispute Resolution

These Terms and any disputes arising from or related to them, as well as your use of the Services, are governed by the laws of the State of Washington, United States, without regard to its conflict of laws principles. By using the Services, you agree to the exclusive jurisdiction of the courts located in Washington, United States, except where arbitration is required as outlined below.

9.1 Arbitration Agreement

To expedite the resolution of disputes and control the costs associated with legal claims, you and Colleague AI agree to resolve all disputes through binding arbitration instead of in court, except for claims that qualify for small claims court or as otherwise noted below. This arbitration agreement is governed by the Federal Arbitration Act.

  • Scope of Arbitration: All claims and disputes related to these Terms, the Privacy Policy, or your use of the Services that cannot be resolved informally will be resolved through binding arbitration on an individual basis, rather than through class actions.
  • Arbitration Procedures: Arbitration will be conducted by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules, available at www.adr.org. The arbitration will be conducted in Boulder, Colorado, or another mutually agreed location, or via remote means if the parties agree.
  • Individual Basis Only: Claims will be heard on an individual basis only. Both parties waive any right to pursue claims on a class, consolidated, or representative basis. This means that you cannot participate in a class action or similar proceeding as a plaintiff or class member.

9.2 Exceptions to Arbitration

Despite the above, either you or Colleague AI may bring claims in small claims court if the claim qualifies. Additionally, both parties retain the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.

9.3 Time Limit to File Claims

Any claim you may have arising from or related to your use of the Services or these Terms must be filed within one (1) year after the claim arose; otherwise, it is permanently barred. This provision does not apply where prohibited by law.

9.4 Right to Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending an email to legal@colleague.ai. with your full name and a statement that you wish to opt out of arbitration. This opt-out only applies to these Terms; any prior or future agreements with Colleague AI may be subject to different terms.

10. Miscellaneous

The following additional terms and conditions shall help clarify and define the scope and enforceability of these Terms:

10.1 Entire Agreement

These Terms, along with any referenced documents such as the Privacy Policy constitute the entire agreement between you and Colleague AI regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral, related to the subject matter.

10.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

10.3 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without Colleague AI’s prior written consent. Colleague AI may freely assign or transfer these Terms without restriction. These Terms shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns.

10.4 Waiver

The failure of Colleague AI to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Colleague AI.

10.5 Notices

Colleague AI may provide notices to you by email, regular mail, or postings on the Services. You may send notices to Colleague AI by email to legal@colleague.ai or by mail to:

Colleague AI LLC.
522 W RIVERSIDE AVE STE N, SPOKANE, WA, 99201-0580, UNITED STATES

10.6 Headings and Interpretation

Section headings are provided for convenience only and have no legal or contractual effect. All references to “including” mean “including without limitation.”

10.7 Contact Information

If you have any questions regarding these Terms or our Services, or would like to receive them via email, please contact us at:

Email: legal@colleague.ai
Mailing Address: Colleague AI LLC., 522 W RIVERSIDE AVE STE N, SPOKANE, WA, 99201-0580, UNITED STATES

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