1. Proprietary Materials; Licenses

1.1. Proprietary Materials.

The Services are owned and operated by NovaKwest. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, training materials, professional learning resources, and all other elements of the Services (the “Services Materials”) are protected by United States and international laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Services Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to NovaKwest (including User Content provided to and owned by Users), and NovaKwest reserves all rights therein and thereto not expressly granted by these Terms.

1.2. Access to Pilots and Betas; “As Is”; No Guarantees; No Representation or Warranties.

1.2.1. NovaKwest may offer pilot programs (each a “Pilot”) or permit you and your authorized Users to access pre-release Services that are under development, prototype or experimental features (“Betas”). Pilots and Betas may be offered as part of pilot program terms or for limited periods.

1.2.2. You acknowledge that (a) participation in a Pilot or use of Betas may allow you and your authorized Users to access such Pilot or Betas on a preview basis (including before it is made generally available on the website or included in NovaKwest’s general service offerings); (b) NovaKwest may still be testing, evaluating and improving Betas, including by collecting User and authorized User feedback, or for evaluation; as such, Betas are offered “as-is”; (c) participation in a Pilot or use of Betas is subject to these Terms and any additional terms NovaKwest may specify; (d) Betas are still under development, may be inoperable or incomplete and are likely to contain errors or bugs; (e) Betas may never become generally available; (f) NovaKwest may charge a fee for use of Pilots or Betas, with notice to authorized Users; (g) NovaKwest does not commit to maintaining any Betas and may change or remove Betas at any time; (h) NovaKwest is not obligated to provide support for Pilots or Betas; and (i) NovaKwest is not responsible for authorized User’s reliance on Pilots or Betas. Authorized Users may stop use of Pilots and Betas at any time.

1.2.3. NovaKwest reserves the right to select participants, modify terms of participation, suspend access to the Pilots or Betas, or terminate the Pilot or Beta at any time, unless otherwise specified in the terms for a specific Pilot, to the full extent permitted by applicable law. If you accept the invitation to receive access to a Pilot or Beta, or otherwise use Beta features, you represent and warrant that you meet any criteria for participating in the Pilot or Beta (“Eligibility”). For so long as you have access to a Pilot or Beta, then this Section 1.2.3 applies.

1.2.4. YOU ACKNOWLEDGE AND AGREE THAT PILOTS AND BETAS MAY FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE LIMITED FEATURES, MAY MAKE ERRORS (INCLUDING WITHOUT LIMITATION MATH ERRORS), AND HAVE OTHER LIMITATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, KHAN ACADEMY IS PROVIDING PILOTS AND BETAS “AS IS”, AND KHAN ACADEMY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT, LIABILITIES, AND INDEMNIFICATION OBLIGATIONS OF ANY KIND. IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION 1.2.4 AND ANY OTHER TERMS, THIS SECTION 1.2.4 WILL SUPERSEDE SUCH TERMS WITH RESPECT TO PILOTS AND BETAS.

1.3. Licensed Educational Content.

NovaKwest may make available on the Services certain educational videos, exercises, and related supplementary materials that are owned by NovaKwest or its third party licensors (the “Licensed Educational Content”). NovaKwest grants to you a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Services by NovaKwest solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Educational Content is made available to Users under alternate license terms, you may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Educational Content to any third party.

1.3.1. Alternate Licenses. In certain cases, NovaKwest or its licensors may make available Licensed Educational Content under alternate license terms, such as a variant of the Creative Commons License (as defined below) (each, an “Alternate License”). Where expressly indicated as such on the Services, and subject to the terms and conditions of these Terms, the applicable Licensed Educational Content is licensed to you under the terms of the Alternate License. By using, downloading, or otherwise accessing such Licensed Educational Content, you agree to comply fully with all the terms and conditions of such Alternate License.

1.3.2. Creative Commons License. Unless expressly otherwise identified on the Services with respect to a particular item of Licensed Educational Content, any reference to the “Creative Commons”, “CC” or similarly-phrased license shall be deemed to be a reference to the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 License (the “Creative Commons License”).

1.4. Licensed Educational Code.

NovaKwest may make available, or allow Users to create and make available, on or through the Services certain educational, user-readable source code in connection with the “Computer Science” modules or exercises available on the Services (the “Licensed Educational Code”). Unless otherwise indicated, all Licensed Educational Code is the property of NovaKwest or third party licensors and, subject to the terms and conditions of these Terms, is licensed to you under the terms of the MIT License. By downloading or otherwise accessing such Licensed Educational Code, you agree to comply with all the terms of the MIT License.

1.5. Non-Commercial Use.

The Licensed Educational Content and Licensed Educational Code are intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any Alternate License for such Licensed Educational Content, the Licensed Educational Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by NovaKwest.

1.5.1. Impermissible Uses. Without limiting the generality of the foregoing, the following are types of uses that NovaKwest expressly defines as falling outside of “non-commercial” use:

● the sale or rental of (1) any part of the Licensed Educational Content, (2) any derivative works based at least in part on the Licensed Educational Content, or (3) any collective work that includes any part of the Licensed Educational Content;

● providing training, support, or editorial services that use or reference the Licensed Educational Content in exchange for a fee; and

● the sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.

● Use Characterization. Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user. Thus, a use of the Licensed Educational Content that does not require that users pay fees and that does not provide an entity with a commercial advantage is “non-commercial,” even if this use is by a commercial entity. Conversely, any use that involves charging users in connection with their access to the Licensed Educational Content is not “non-commercial,” even if this use is by a non-profit entity. As an example, a for-profit corporation’s use of the Licensed Educational Content for internal professional development or training of employees is permitted, so long as the corporation charges no fees, directly or indirectly, for such use. Conversely, as another example, a non-profit entity’s use of the Licensed Educational Content in connection with an fee-based training or educational program is NOT “non-commercial” and is not permitted.

1.6. Crediting NovaKwest.

If you distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Educational Content or any derivative works thereof, you must also provide the following notice prominently along with such Licensed Educational Content or derivative work thereof: “All NovaKwest content is available for free at www.khanacademy.org” and adhere to the NovaKwest brand guidelines.

2. Prohibited Conduct

YOU AGREE NOT TO:

● use any portion of the Services, website, or access to the Services or website (including AI-Enabled Features referred to in Section 10 below), to reproduce, duplicate, copy sell, resell or otherwise exploit, for any commercial use or purpose unless expressly permitted by NovaKwest in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;

● except as expressly permitted under Sections 6.3 (License Grant to Users) and 1 (Proprietary Materials; Licenses) of these Terms, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Services Materials;

● post, upload, generate, promote, or distribute any defamatory, discriminatory (including discriminatory references about religion, race, sexual orientation, gender, nationality, or ethnic origin), libelous, or inaccurate User Content or other content;

● post, upload, generate, promote, glorify, or distribute any User Content or other content or related activities that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, sexually explicit, harassing, threatening, embarrassing, distressing, invasive of another’s privacy, vulgar, hateful, hate speech, promoting of violence, self-harm, harm to others (individuals, society or organizations), hostility, misleading political speech or electoral or political campaign materials, false or misleading content, misinformation, malware, content intended to cause harm, or otherwise inappropriate;

● use the Services in any manner that is harmful to minors, or in any manner that violates NovaKwest’s Community Guidelines;

● impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of others without permission, create accounts via bots or other automated means, mislead any person regarding whether Output generated by or through use of the Services is human-generated, or perform any other fraudulent activity;

● use the Services to commit any act of educational or academic dishonesty;

● develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy lessons or other data from the Services;

● use the Services or the website, or any content, data, output, or other information received, derived, or otherwise harvested therefrom, to develop, create, train, fine-tune, test, align, or otherwise improve any machine learning algorithms or artificial intelligence models, whether directly or indirectly and whether for yourself or a third party;

● delete (or otherwise obscure or alter) the copyright or other proprietary rights notices on the Services or on any Licensed Educational Content, Licensed Educational Code, or User Content;

● assert, or authorize, assist, or encourage any third party to assert, against NovaKwest or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content you have used, submitted, or otherwise made available on or through the Services;

● make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Services (including, but not limited to, unsolicited advertising, promotional materials, political campaign materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

● use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

● defame, harass, bully, abuse, threaten, or defraud Users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;

● probe, scan, remove, circumvent, disable, damage, or otherwise interfere with or test the vulnerability of security-related features of the Services, Licensed Educational Content, Licensed Educational Code, or User Content, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services, Licensed Educational Content, Licensed Educational Code, or User Content, or otherwise access, tamper with, or use non-public portions of the Services without our authorization;

● reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law (in which case you must Contact NovaKwest to give notice of the proposed activity and discuss alternative means to obtain the desired information from NovaKwest) notwithstanding this limitation;

● modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent expressly permitted by NovaKwest herein or to the extent the foregoing restriction is expressly prohibited by applicable law (in which case you must Contact NovaKwest to give notice of the proposed activity and discuss whether NovaKwest is willing to provide the desired derivative works); or

● intentionally interfere with or damage operation of the Services or any User’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks, any prompt injection attack, AI model jailbreak, or other attempt to interfere with intended functionality of the Services, or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.