Subject to the Agreement, Abara Author grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to access and use the Services and to permit its Authorized Users to do so, in accordance with Customer’s Type of Authoring License and applicable Subscription Plan.

• Corporate / Training Company License – Own-Content Use. Where Customer has a Corporate / Training Company License, Customer may use the Services to create, develop, edit and export courses and related content on its own behalf, including content that Customer owns, licenses or otherwise has the right to use, and may distribute or deliver such content to its learners, customers or other intended recipients. This license does not permit Customer to use the Services to create bespoke courses or content on behalf of third-party clients as a service provider.
• Agency License – Client-Services Use. Where Customer has an Agency License, Customer may use the Services for the purposes permitted under Own-Content Use and may additionally use the Services to create, develop, edit and export courses and related content on behalf of third-party clients in connection with Customer’s provision of eLearning development or related services.

The features, usage allowances, Authorized User entitlements, collaboration rights, branding capabilities, source-file transfer rights and other functionality available to Customer may vary according to the Type of Authoring License and Subscription Plan specified in the applicable Subscription Agreement.

Customer may not use features or exercise rights that are not included in its applicable Type of Authoring License or Subscription Plan.

3.1 Customer Responsibility for Content. Customer is responsible for Customer Content submitted to or processed through the Services and for its use of content and Output created through the Services. Customer is responsible for ensuring that it has all rights, licenses, permissions and authority necessary to upload, submit, process, use, publish and distribute Customer Content and Output, as applicable.

Customer is responsible for reviewing Customer Content and Output before use, publication or distribution, including conducting such review, verification, fact-checking, originality, plagiarism and rights-clearance checks as are appropriate for Customer’s intended use. Customer is also responsible for ensuring that its use of Customer Content and Output complies with applicable law and does not violate third-party rights.

3.2 Client-Services Use. Where Customer uses an Agency License to create or develop content on behalf of third-party clients, Customer remains responsible to Abara Author for all Customer Content submitted or processed through the Services on behalf of those clients. Customer is responsible for obtaining all rights, permissions, licenses, consents and authorizations necessary to submit, process and use such client or third-party content through the Services.

Customer’s use of the Services on behalf of a third-party client does not transfer Customer’s responsibilities under the Agreement to that client or otherwise reduce Customer’s obligations to Abara Author.

3.3 Authorized Users. Customer is responsible for its Authorized Users’ compliance with the Agreement and for activity conducted through Customer’s accounts, except to the extent resulting from Abara Author’s breach of the Agreement or failure to maintain applicable security measures.

4.1 Definition of Customer Content. “Customer Content” means documents, text, data, images, media, prompts, instructions and other materials submitted to or created in the Services by or for Customer, including AI-generated Output.

4.2 Customer Rights and Permissions. Customer retains all rights it has in Customer Content. Customer represents that it has the rights, permissions and lawful basis necessary to provide Customer Content to Abara Author and to use it with the Services.

4.3 Limited License to Abara Author. Customer grants Abara Author a limited, non-exclusive right to host, copy, process, transmit and otherwise use Customer Content solely as reasonably necessary to provide, secure, maintain and support the Services, comply with law and carry out Customer’s instructions.

4.4 Client Content and Ownership. Where Customer uses an Agency License to create or develop content on behalf of a third-party client, any ownership, licensing or other rights as between Customer and its client are determined solely by the arrangements between Customer and that client. Abara Author does not determine ownership of Customer Content or Output as between Customer and its client and is not responsible for resolving disputes between them concerning such rights.

4.5 Course Source-File Transfers Where permitted under an Agency License and the applicable Subscription Plan, Customer may request the transfer of course source files created for a third-party client to that client’s Abara Author account. The receiving client must have established its own account and contractual relationship with Abara Author and must request or authorize the transfer.

Customer is responsible for ensuring that it has all rights, permissions and authority necessary to transfer the course source files and associated Customer Content to the receiving client’s account. Abara Author may rely on the instructions and authorizations provided by Customer and the receiving client in carrying out the transfer.

Once the transfer is completed, the receiving client’s subsequent access to and use of the transferred course source files and associated content will be governed by the receiving client’s own agreement with Abara Author.

4.6 Agency-Client Relationships Where Customer uses an Agency License to provide services to third-party clients, Customer is solely responsible for its contractual and commercial relationship with those clients, including any representations, warranties, commitments, intellectual property arrangements or indemnities Customer provides to them.

Customer has no authority to make representations, warranties, commitments or indemnities on behalf of Abara Author, or to expand, modify or extend Abara Author’s obligations under the Agreement to any third-party client.

A third-party client of Customer does not become a customer of Abara Author, and acquires no contractual rights against Abara Author, merely because Customer uses the Services to create or develop content for that client. If a third-party client wishes to access or use Abara Author directly, that client must establish its own account and contractual relationship with Abara Author and agree to the applicable terms.

Abara Author and its licensors retain all right, title and interest in the Services, including the software, technology, interfaces, workflows, designs, documentation and related intellectual property. Except for the limited right to use the Services, no rights in Abara’s intellectual property are transferred to Customer.

If Customer provides suggestions or feedback about the Services, Abara Author may use that feedback without restriction or obligation, provided Abara Author does not identify Customer publicly without permission.

6.1 Input and Output “Input” means Customer Content submitted to AI-enabled functionality. “Output” means content generated by AI-enabled functionality in response to Input. As between Abara Author and Customer, Customer owns its Input and Output, to the extent applicable law recognizes ownership and subject to third-party rights.

6.2 Third-Party AI Providers Abara Author may use third-party AI service providers and other subprocessors to provide AI functionality within the Services, including the generation and processing of text, audio, images and other content. In providing such functionality, Customer Content, Input and Output may be processed by these third-party providers as necessary to provide the requested functionality.

Where a third-party AI provider processes Personal Data on Customer’s behalf, such processing will be subject to the applicable Data Processing Terms.

Abara Author may update or replace the models, technologies and providers used by the Services, provided that such changes do not materially reduce the core functionality of the purchased Services during the Subscription Term.

6.3 No Foundation-Model Training on Customer Content Abara Author will not use Customer Content, Input or Output to train or improve generative AI foundation models. Abara Author will use third-party AI providers under terms or arrangements that do not permit such providers to use Customer Content, Input or Output to train or improve their generative AI foundation models, except where Customer expressly authorizes such use.

If a third-party AI provider materially changes its applicable terms, policies or data-use practices such that Abara Author can no longer maintain the protections described in this Section, Abara Author will notify Customer and use commercially reasonable efforts to transition the affected functionality to an alternative provider that provides substantially equivalent protections.

A change of AI provider, model or technology may result in differences in the style, quality, characteristics or other aspects of generated text, images, audio or other Output. Abara Author will use commercially reasonable efforts to minimize material disruption to the Services resulting from such a transition.

Abara Author may use service telemetry, usage statistics and de-identified or aggregated information to operate, secure, analyze and improve the Services, provided that such information does not identify Customer or an individual.

6.4 AI Limitations and Human Review Generative AI is probabilistic. Output may contain errors, omissions, inaccuracies or inappropriate material and may not be unique. Other users may receive the same or similar Output. Customer is responsible for appropriate human review, verification and editing of Output before publishing, distributing or relying on it. Abara Author does not warrant that Output is accurate, complete, non-infringing or suitable for Customer’s intended purpose.

AI-generated Output is not intended to constitute legal, medical, financial or other professional advice. Customer is responsible for obtaining appropriate professional review where the subject matter requires it.

Customer and its Authorized Users must not:

• Use the Services unlawfully or to create, upload or distribute unlawful content;
• Infringe, misappropriate or violate another person’s intellectual property, privacy or other rights;
• Use the Services to promote, encourage or facilitate violence, terrorism, violent extremism or serious physical harm;
• Use the Services to promote hatred or unlawful discrimination against individuals or groups based on protected characteristics;
• Use the Services to facilitate serious criminal or dangerous activity, including the manufacture or acquisition of illegal drugs, weapons or explosives, fraud, trafficking or other serious wrongdoing;
• Use the Services to create, facilitate or promote child sexual exploitation or abuse;
• Use the Services to encourage or facilitate suicide, self-harm or other serious harm to individuals;
• Introduce malware or attempt to gain unauthorized access to the Services or related systems;
• Interfere with, disrupt or circumvent security, usage limits or technical restrictions;
• Reverse engineer, decompile or attempt to derive source code except to the extent such restriction is prohibited by law;
• Resell, sublicense or provide access to the Services except as expressly permitted by the applicable subscription;
• Use the Services or outputs from the Services to develop or train a competing foundation model or to systematically extract the Services’ underlying technology; or
• Use the Services in a manner that materially harms Abara Author, the Services or other users.

These restrictions do not prohibit legitimate educational, training, compliance, research, prevention or awareness content concerning these subjects, provided that such use does not promote or facilitate the prohibited conduct.

Abara Author may suspend access where reasonably necessary to address a material security risk, unlawful use, non-payment or a serious breach of this Section. Where practicable, Abara Author will provide notice and an opportunity to remedy the issue.

Each party may receive non-public information that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The receiving party will use the other party’s Confidential Information only to perform or exercise rights under the Agreement and will protect it using reasonable care. These obligations do not apply to information that is public through no breach, was lawfully known without restriction, is lawfully received from another source without restriction, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information where legally required, subject to notice where permitted by law.

Customer Content is Customer Confidential Information.

Where Abara Author processes Personal Data on Customer’s behalf, the Abara Author Data Processing Terms will apply. Abara Author will maintain commercially reasonable administrative, technical and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration or disclosure. Customer remains responsible for configuring and using the Services appropriately and for maintaining its own copies of exported or published content.

Abara Author may update and improve the Services from time to time. Abara Author will not materially reduce the core functionality of the purchased Services during a Subscription Term without reasonable justification. Abara Author will use commercially reasonable efforts to make the Services available, but does not guarantee uninterrupted or error-free operation unless a separate written SLA expressly applies.

Fees, billing frequency, payment terms, taxes and subscription limits are stated in the applicable Abara Author Customer Subscription Agreement. Overdue undisputed amounts may result in suspension after reasonable notice. Except where the Agreement or applicable law provides otherwise, fees paid for a committed Subscription Term are non-refundable.

Abara Author warrants that it will provide the Services substantially in accordance with its applicable documentation and with reasonable skill and care. Customer’s exclusive remedy for a material breach of this warranty is for Abara Author to use reasonable efforts to correct the non-conformity or, if Abara Author cannot do so within a reasonable period, to terminate the affected Services and refund prepaid fees for the unused remainder of the affected Subscription Term.

Except as expressly stated in the Agreement, and to the maximum extent permitted by law, the Services are provided without additional warranties, whether express, implied or statutory. Section 6 states the specific limitations applicable to AI Output.

13.1 By Abara Abara Author will defend Customer against a third-party claim that Customer’s authorized use of the Abara Author software infringes that third party’s intellectual property rights, and will pay reasonable defense costs, damages finally awarded by a court, or settlements approved by Abara Author, subject to Section 14.

This obligation does not apply to claims arising from or relating to:

• Customer Content or AI Output;
• Third-party content, products, services or technologies;
• Use of the Services in combination with products, services or materials not supplied or approved by Abara Author, where the claim would not otherwise have arisen;
• Modifications to the Services not made or authorized by Abara Author; or
• Use of the Services in breach of the Agreement or contrary to Abara Author’s documentation.

If the Services become, or in Abara Author’s reasonable opinion are likely to become, subject to an infringement claim, Abara Author may, at its option: (a) obtain the right for Customer to continue using the affected Services; (b) modify or replace the affected Services so they are non-infringing without materially reducing their functionality; or (c) terminate the affected Services and refund any prepaid fees applicable to the unused remainder of the Subscription Term.

13.2 By Customer Customer will defend Abara Author against third-party claims arising from Customer Content, Customer’s unlawful use of the Services, or Customer’s infringement or violation of another person’s intellectual property, privacy or other rights, and will pay reasonable defense costs, damages finally awarded by a court, or settlements approved by Customer.

13.3 Procedure The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement of the claim. The indemnifying party may not settle a claim in a manner that admits fault by, or imposes non-monetary obligations on, the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld.

14.1 Exclusion of Certain Damages To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, arising out of or relating to the Agreement, even if advised of the possibility of such damages.

14.2 General Liability Cap Except for liabilities that cannot lawfully be limited or excluded by law, each party’s aggregate liability arising out of or relating to the Agreement (including under Section 13.1) will not exceed the total fees paid or payable by Customer for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Aggregate Limits The liability limits in this Section apply in the aggregate to all claims arising out of or relating to the Agreement. Multiple claims or events will not increase the applicable liability limit. Nothing in the Agreement limits or excludes liability to the extent that such liability cannot lawfully be limited or excluded.

The Agreement continues for the applicable Subscription Term. Either party may terminate for a material breach that remains uncured thirty (30) days after written notice. Abara Author may terminate or suspend immediately where necessary to comply with law, prevent material security harm, or address unlawful or abusive use. Either party may terminate if the other becomes insolvent to the extent permitted by law.

On termination, Customer’s right to access the Services ends. Customer should export required courses and content before the end of the Subscription Term. Subject to applicable law and the applicable Data Processing Terms, Abara Author may delete Customer Content thirty (30) days after termination.

Sections that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, indemnities, limitations of liability and accrued payment obligations.