Terms of Service

These Terms of Service (“Agreement”) govern access to, and use of the Services provided by Articulate Global, LLC, a Delaware limited liability company (“Articulate”). The Agreement is entered into by Articulate and the customer, organization, or individual accessing, purchasing, or using the Services (“Customer,” “you,” or “your”).

If you access or use the Services on behalf of a company, employer, school, agency, or other organization, you represent that you have authority to bind that organization, and “Customer” means that organization.

The “Agreement” between Customer and Articulate includes the following:

The Articulate Terms of Service, Beta Terms and applicable Jurisdiction Specific Terms

Acceptable Use Policy which sets out restrictions on the use of the Services

Usage Policy which addresses the reasonable use of certain features and functionality

Feature-Specific Terms which are additional terms that apply when certain features of the Services are used

Data Processing Agreement for Customers subject to regional data privacy laws, which outlines how Articulate processes personal data

Order Form(s) which detail the Service(s) purchased, subscription term, quantities, and fees, as applicable

Any other mutually executed amendments, addenda, or exhibits

1. Definitions

1.1. “Acceptable Use Policy” means the terms that govern Customer’s and Users’ use of the Services located at https://www.articulate.com/360/acceptable-use-policy/, as updated from time to time and incorporated into this Agreement.

1.2. “Account Information” means information about Customer’s account that Customer and its Users provide or generate in connection with account creation, authentication, administration, billing, support, workspace configuration, and use of the Services, including names, usernames, passwords or authentication tokens, email addresses, workspace metadata, support communications, billing information, and associated usage information.

1.3. “Add-on Feature” means a feature, functionality, service, or usage right purchased separately from Customer’s seat-based subscription. Add-on Features may be subscription-based or credit-based, or as otherwise described in an Order Form, online checkout, or Feature-Specific Terms.

1.4. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of such an entity.

1.5. “AI Features” means generative artificial intelligence-powered features and functionality provided by the Services.

1.6. “Articulate Content” means content created by Articulate or its licensors and made available through the Services, including videos, character images, illustrations, templates, stock media, sample content, voices, avatars, and other pre-built content.

1.7. “Beta Services” means Articulate features, products, or services designated as beta, labs, preview, experimental, or not generally available, including free trials. Beta Services are governed by the Beta Terms available at https://www.articulate.com/360/beta-trial-terms/.

1.8. “Customer Content” means data, content, files, text, images, audio, video, prompts, and materials that Customer and Users upload, create, submit, import, transmit, or otherwise make available to or through the Services, including Input and Output. Account Information, De-Identified Data, Derived Structural Data, and Usage Data are not Customer Content.

1.9. “Credits” means usage credits, consumption units, or similar usage-based entitlements to access or use certain features or functionality.

1.10. “De-Identified Data” means data derived from Customer Content, Usage Data or Personal Data that Articulate has processed so that it can no longer reasonably be used, alone or in combination, to identify an individual, a Customer, or the substance of Customer’s proprietary content, and that Articulate (a) will not attempt to re-identify and (b) will maintain in de-identified form; and (c) require any recipient to treat it in accordance with this Agreement.

1.11. “Derived Structural Data” means the structural, logical, and technical patterns of Customer Content including, course flow, branching logic, interaction types, with all text, media, names, and other identifying or proprietary content removed and which cannot reasonably be used to reconstruct Customer Content. Derived Structural Data does not include Customer-specific methodologies, confidential business practices, or other proprietary information that reasonably identifies Customer or its unique operations.

1.12. “Documentation” means Articulate’s then-current user guides, system requirements, help materials, and technical materials for the Services, including as found at https://community.articulate.com/category/learn/kb/user-guides (or successor site(s)), as may be updated by Articulate.

1.13. “End Product” means e-learning courses, training materials, videos, avatars, localized content, presentations, and any other content in any format generated using the Services.

1.14. “End User” means an individual who accesses, views, interacts with, or receives an End Product or other Customer Content, including learners, reviewers, collaborators, employees, contractors, customers, or other recipients.

1.15. “Feature-Specific Terms” means additional product-specific feature terms, service descriptions, or usage terms that apply to certain additional features available in the Services and effective when purchased, enabled, accessed, or used.

1.16. “Feedback” means suggestions, comments, ratings, questions, ideas, bug reports, recommendations, or other feedback that Customer, Users, or End Users voluntarily provide about the Services.

1.17. “Input” means prompts, instructions, files, text, images, audio, video, data, or other content provided to AI Features and used to generate Output and End Product. Articulate’s system prompts, internal queries, retrieval instructions, and operational configurations are excluded from Input.

1.18. “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, database, moral, and  other intellectual property or proprietary rights, in any jurisdiction, whether registered or unregistered, and all applications and registrations for them.

1.19. “Non-Articulate Services” means third-party templates, platforms, applications, products, software, services, data sources, connectors, and integrations not provided by Articulate that interoperate with the Services but are not controlled by Articulate.

1.20. “Order Form” means any ordering document agreed to between the parties that specifies the Services purchased by Customer and the applicable pricing and Subscription Term.

1.21. “Output” means content generated by AI Features based on Input.

1.22. “Personal Data” has the meaning given in the applicable Data Processing Agreement or, if no Data Processing Agreement applies, any information relating to an identified or identifiable individual.

1.23. “Services” means both the hosted, web-based applications and any downloadable, installable client applications that Articulate makes available as part of its platform including features, functionality, updates or upgrades made generally available to customers. Services do not include Non-Articulate Services.

1.24. “Subscription Fees” means any fees associated with Customer’s use of the Services. Subscription Fees may include recurring fees, seat-based subscription fees, subscription-based Add-on Feature fees, fees for Credits, and other amounts specified in an Order Form.

1.25. “Subscription Term” means the duration of access and use of the Services, as specified in an Order Form or purchase process, or with respect to free trials, the evaluation period set by Articulate.

1.26. “Usage Data” means data and information about the provision, use and performance of the Services and End Products based on Customer and User’s use. This includes, but is not limited to technical, diagnostic, telemetry, performance, log, metadata, billing, consumption, and usage statistics from engagement events, End Product interactions, review activity, and sharing activity.

1.27. “User” means an individual given access by Customer to use the Services, including End Users engaging with End Products.

2. Access to Services & Feature-Specific Terms

2.1. Cloud Services Access. Subject to Customer’s payment of Subscription Fees and compliance with this Agreement, Articulate grants Customer and its Users a limited, non-exclusive, non-transferable, right during the Subscription Term to access and use the Services as described in an Order Form, online purchase flow, Documentation, or Feature-Specific Terms solely for Customer’s internal business operations.

2.2. Software End User License. Subject to Customer’s payment of Subscription Fees and compliance with this Agreement, Articulate grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to install and use the downloadable Services desktop application software as permitted in the Documentation and under the same terms as in Section 2.1.

2.3. Feature-Specific Terms. Some Services, features, functionality, or offerings are subject to additional terms. Customer may not use a feature unless Customer agrees to the applicable Feature-Specific Terms, which are incorporated into this Agreement when Customer purchases, enables, accesses, or uses the applicable feature.

2.4. Service Availability. Articulate will use commercially reasonable efforts to make the Services available in accordance with our Support Policy available at https://articulate.com/support/360/policy. The Services may automatically download and install updates (including bug fixes, new features, or new versions), which Customer agrees to receive as part of its use of the Services. AI Features may depend on third-party models and providers and may be unavailable, interrupted, delayed, or modified due to circumstances outside Articulate’s reasonable control, therefore the use of AI Features that rely on a third-party model are not covered by any applicable Service Level Agreement.

2.5. Updates to Services. Articulate may update, modify, or improve Services from time to time. Articulate will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice before discontinuing or materially reducing a feature or functionality within the Services, except where a shorter period is required for security, legal compliance, emergency maintenance, or to address active misuse. Articulate will not degrade the overall functionality of purchased Services during the then-current Subscription Term.

2.6. Articulate Content. Customer may use Articulate Content to develop End Products, including embedding Articulate Content into End Products. Customer may not use or distribute Articulate Content on a standalone basis outside an End Product. Customer does not acquire ownership rights in Articulate Content.

2.7. Affiliate Users. If Customer permits its Affiliates to use the Services, Customer remains solely responsible under the Agreement, including for Subscription Fees.

3. Account Administration

3.1. Account Registration. Customer is responsible for providing accurate and complete information when registering an account and maintaining the accuracy of such Account Information, including billing information.

3.2. Administrators and Account Control. Customer is responsible for selecting administrators, configuring account settings, managing User access, assigning roles and permissions, enabling or disabling features, and determining what Customer Content may be created, shared, exported, published, connected, or accessed. Articulate may rely on instructions, settings, actions, and approvals made through Customer’s account or by Customer’s administrators and Users.

3.3. Users. Customer is responsible for ensuring that Users comply with this Agreement, Feature-Specific Terms, the Acceptable Use Policy, the Usage Policy, Documentation, and applicable law. Customer is responsible for all activities of Users in connection with the Services.

3.4. Account Security. Customer must maintain control over its accounts, credentials, authentication methods, access links, sharing settings, and administrator privileges. Each User requiring an Articulate account to use the Services must use a unique identity tied to an individual and may not share credentials. Customer must promptly notify Articulate if it believes credentials, access links, or accounts have been compromised. Customer is responsible for losses, disclosures, or unauthorized access arising from Customer’s failure to manage account access, credentials, sharing settings, or security controls, except to the extent caused by Articulate’s breach of this Agreement.

3.5. Multi-User Subscriptions. For multi-user subscriptions, Customer's administrator may assign seat-based subscriptions to Users in accordance with the Documentation, and may reassign a subscription to a new User when the prior User no longer requires access, provided that the maximum number of purchased subscriptions is not exceeded at any time. Customer may not reassign subscriptions on a rotating, shared, or concurrent basis to provide access to more individuals than the number of subscriptions purchased.

3.6. Share Settings. If Customer or its Users enable sharing links, public links, magic links, invitations, embeds, exports, integrations, LMS publishing, or similar features, Customer is responsible for selecting the appropriate access level, notifying recipients of restrictions, and monitoring use. Articulate is not responsible for access to or use of Customer Content by persons with whom Customer or Users share or make Customer Content available.

3.7. Corporate Domains. If an account is created using an email address owned or controlled by an organization, the account may be associated with that organization, and the organization may be able to claim, administer, access, restrict, transfer, or delete the account and associated Customer Content.

3.8. Academic Version. If Articulate designates the Services as an Academic Version, Customer may only use the Academic Version if Customer meets Articulate’s eligibility requirements. Articulate or its authorized reseller (“Reseller”) will determine eligibility and may verify eligibility prior to each renewal.

4. Customer Obligations

4.1. Acceptable Use and Use Restrictions. Customer and Users must comply with the Acceptable Use Policy and reasonable usage as set out in Section 6.6 and the Usage Policy. Violation of the Acceptable Use Policy is a material breach of the Agreement. Customer will not, and will not permit Users or third parties to: (a) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying structure of the Services, except to the extent such restriction is prohibited by applicable law; (b) modify, translate, or create derivative works of the Services except as expressly permitted; (c) copy, distribute, sell, resell, rent, lease, sublicense, or commercially exploit the Services outside the scope of this Agreement; (d) use the Services to build, train, improve, benchmark, or market a competing product or service; (e) circumvent or disable security features; (f) access the Services by means other than interfaces Articulate provides.

4.2. Responsibility for Systems. Customer is responsible for its own information technology infrastructure, including computers, servers, software, databases, and networks, whether operated directly or through Non-Articulate Services.

4.3. Compliance with Law. Customer will comply with applicable laws in connection with its performance under this Agreement. Customer is responsible for its use of the Services, Customer Content, End Products, Users, notices, consents, legal bases, and its regulatory obligations. This includes applicable notices and consents for Users, End Users, learners, employees, contractors, reviewers, collaborators, and other individuals whose personal data, likeness, voice, biometric information, or content is submitted to or processed through the Services.

5. Customer Content License, Data and Intellectual Property Rights

5.1. Customer Ownership. As between the parties, Customer retains all right, title, and interest in Customer Content. Articulate does not claim ownership of Customer Content.

 5.2. License to Provide the Services. Customer grants Articulate a limited, non-exclusive, worldwide, royalty-free license to access, use, reproduce, host, store, transmit, display, process, analyze, index, and transform Customer Content, and to generate De-Identified Data and Derived Structural Data from it, as necessary to: (a) provide, operate, host, maintain, and secure the Services; (b) process Customer's instructions, configurations, and account settings; (c) provide features and functionality Customer requests or enables; (d) evaluate, test, troubleshoot, and validate the performance, accuracy, and safety of the Services; (e) respond to support requests; (f) detect, prevent, investigate, and address fraud, abuse, security, technical, or legal issues; (g) enforce this Agreement and the Acceptable Use Policy; and (h) comply with applicable law. This license is sublicensable to Articulate's service providers and subprocessors as permitted by the Agreement. Articulate will not disclose Customer Content to any other customer and will not use Customer Content to generate materials for, or respond to the requests of, any other customer.

5.3. Usage Data. Articulate uses Usage Data to operate, analyze, maintain, and improve the Services, including product performance, user experience, and system reliability. Articulate will use Usage Data in a form that does not identify Customer, its Users, or any individual, except to the extent identification is necessary for billing, support, security, abuse prevention, or Credit consumption reconciliation.

5.4. De-Identified Data and Derived Structural Data:

5.5. AI Training. Articulate will not, and does not permit others to use Customer Content to train, re-train, fine-tune, or otherwise adjust the weights or parameters of any generative AI models unless Customer expressly authorizes such use. Articulate may use Customer Content to provide, configure, evaluate, improve, or operate customer-specific features, prompts, workflows, retrieval layers, models, or intelligence features for Customer’s benefit. Unless Customer separately authorizes broader use, customer-specific improvements will not be used for other customers using Customer Content. 

5.6. Feedback. Customer grants Articulate a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use Feedback for any purpose without compensation, attribution, or restriction. Ratings, thumbs-up or thumbs-down signals, and similar in-product quality indicators submitted with respect to Output constitute Feedback, and Articulate may use the associated Input and Output to evaluate and improve the accuracy, safety, and quality of the Services and not for any other purpose. Articulate will not publicly identify Customer as the source of Feedback without Customer’s explicit permission.

5.7. Customer Responsibility for Customer Content. Customer is responsible for Customer Content, including its accuracy, legality, quality, integrity, and suitability. Customer represents that it has all rights, permissions, notices, consents, and legal bases necessary for Customer Content and for Articulate to process Customer Content as described in the Agreement, the DPA, and applicable Feature-Specific Terms.

6. AI Features

6.1. AI Features. The Services include generative AI Features. The use of AI Features is optional and can be turned off administratively.

6.2. Input and Output. Customer may provide Input to AI Features and receive Output. As between the parties, Input and Output are Customer Content. Customer owns its Output to the extent permitted by applicable law and to the extent Articulate holds any right, title, or interest in Output, Articulate assigns that right, title, and interest to Customer.

6.3. Similar Output. Due to the nature of AI and machine learning technologies, Output may not be unique or accurate, and AI Features may generate the same or similar Output for Articulate, Customer, other customers, or third parties. Customer must independently review and verify Output before use.

6.4. AI Use Restrictions. Customer will not use AI Features in a manner that violates the Acceptable Use Policy, Feature-Specific Terms, or Documentation.

6.5. AI Disclaimers. AI Features and Output are provided “as is” and may contain inaccuracies, omissions, bias, or other errors. Articulate does not warrant that Output will be accurate, complete, reliable, unique, non-infringing, suitable for Customer’s intended use, or compliant with law.

6.6. AI Feature Availability and Reasonable Usage. AI Features may depend on third-party models, service providers, reasonable usage limits, Credits, or technical constraints. Articulate may modify, suspend, limit, or discontinue AI Features as reasonably necessary for security, safety, legal compliance, third-party provider changes, abuse prevention, unreasonable usage, or product development. AI usage limits on specific AI Features are operational controls, not fixed entitlements, and are explained here.

7. Subscriptions and Fees

7.1. Fees. Customer will pay all Subscription Fees specified in the applicable Order Form or purchase process. Unless otherwise stated, Subscription Fees are due in advance. Customer may increase the number of subscriptions during a Subscription Term and additional subscriptions will be charged at Customer’s then-current rates. Seat-based subscriptions will be prorated based on the number of days remaining in the Subscription Term. Subscription Fees, including any minimum multi-year commitment amount, are non-refundable and non-cancelable except as expressly stated in this Agreement, an Order Form, or as required by law.

7.2. Subscription-Based and Credit-Based Services. Services may be offered on a subscription-based, credit-based, or hybrid basis. Credits are not cash, stored value, or currency. Credits are non-transferable and not redeemable for cash or other Services and expire at the end of the Subscription Term.

7.3. Payment Terms. Unless Customer has been approved by Articulate to pay via invoice, all Subscription Fees must be paid via credit card that Customer registers with Articulate, and Customer will keep such payment information current. Articulate may participate in programs supported by Customer's card provider to update payment information, and Customer authorizes Articulate to continue billing with the updated information obtained. For invoice-based payments, payment is due within thirty (30) days from the invoice date. Overdue undisputed amounts are subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law. If Customer fails to pay Subscription Fees when due, Articulate may: (a) suspend Customer's access to the Services until payment is received; (b) terminate this Agreement or the applicable Order Form; or (c) continue to provide the Services for a fifteen (15) day cure period while awaiting full and prompt payment by Customer. Suspension or termination for non-payment does not relieve Customer of its obligation to pay all Subscription Fees owed.

7.4. Renewals. Unless otherwise stated in an Order Form, Customer must provide at least thirty (30) days written notice before the end of the then-current Subscription Term to (a) reduce its number of subscriptions or (b) reduce its scope of Add-on Features such as recurring Credit allocations, otherwise Customer's subscription will automatically renew for the duration, number of subscriptions, and scope of Add-on Features listed on the applicable Order Form. Articulate may change fees for renewal terms by providing Customer written notice at least forty-five (45) days before the end of the then-current Subscription Term. If Customer reduces its subscriptions or Add-on Features, Articulate may adjust or remove any discounts previously offered.

7.5. No Downgrades. Customer may not reduce the number of seat-based subscriptions, subscription-based Add-On Features or subscription-based Credit allocations during any Subscription Term except as expressly permitted in an Order Form, or required by law. For the avoidance of doubt, if Customer increases seat-based subscriptions or subscription-based Add-on Features during a multi-year Subscription Term, Customer must maintain the increase for the remainder of that Subscription Term.

7.6. Taxes. Subscription Fees do not include taxes. Each party is responsible for taxes imposed on it by law. Customer is responsible for all sales, use, VAT, GST, consumption, excise, and similar taxes or duties arising from purchase of the Services, excluding taxes based on Articulate’s net income. Articulate may charge and collect applicable taxes based on Customer’s Headquarters location or the address provided at account registration unless Customer provides a valid exemption certificate at the time of purchase. Both parties will cooperate in good faith to minimize taxes and obtain applicable exemptions or treaty benefits.

7.7. Regional Pricing Eligibility. Certain pricing may be offered based on Customer's principal place of business or headquarters location (“Headquarters”) as determined by Articulate. Customer represents that the location provided at account registration accurately reflects Customer's Headquarters. Regional pricing is not available to Affiliates, subsidiaries, or operating units of entities Headquartered outside an eligible region. Articulate may verify eligibility and adjust pricing if Customer does not meet or no longer meets regional pricing criteria. 

7.8. Purchases Through Resellers. If Customer purchases access to the Services through a Reseller, this Agreement governs Customer’s access to and use of the Services, except that all fees will be paid directly to the Reseller according to the terms of the agreement with the Reseller (“Reseller Agreement”). Any term in the Reseller Agreement that differs from this Agreement is non-binding on Articulate. Service credits or refunds owed by Articulate will be issued to the Reseller.

8. Non-Articulate Services and Integrations

8.1. Non-Articulate Services. The Services may allow Customer to access, connect, enable, import from, export to, display, use, or interoperate with Non-Articulate Services, which includes but is not limited to application integrations and MCP connections.

8.2. Customer Responsibility. Customer is solely responsible for selecting, enabling, configuring, authorizing, securing, and using Non-Articulate Services.

8.3. Data Sharing with Non-Articulate Services. If Customer enables a Non-Articulate Service, Customer instructs Articulate to exchange Customer Content, Account Information, Usage Data, and other information with the Non-Articulate Service, as necessary to provide the integration or functionality configured by Customer. Customer’s use of the Non-Articulate Service, including the provider’s handling of information received through the integration or MCP connection, is governed by Customer’s agreement with that provider. Articulate is not responsible for the data handling, retention, security, availability, functionality, acts, omissions, or Outputs of any Non-Articulate Service.

8.4. Integration Changes. Articulate may suspend, limit, or discontinue integrations with Non-Articulate Services if required by law, requested by the provider, necessary for security or service integrity, or commercially or technically impracticable to maintain.

9. Privacy and Data Protection

9.1. Information Security. Articulate will implement and maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content and Account Information that are no less protective than the measures described in Attachment 2 of the Data Processing Agreement. Articulate may update those measures from time to time provided the updates do not materially reduce the overall level of security.

9.2. Data Processing Agreement. The Data Processing Agreement (“DPA”) applies whenever Articulate Processes Customer Personal Data, as defined in the DPA, in connection with the Services, which includes Personal Data contained in Customer Content and Personal Data generated through Customer’s use of customer-enabled features. For Customers subject to regional privacy laws, Articulate's DPA available at https://www.articulate.com/360/terms/dpa/ is incorporated by reference into this Agreement.

9.3. Account Information. To the extent Account Information constitutes Customer Personal Data, Articulate will Process it under the DPA. Articulate will Process other Account Information as an independent Controller in accordance with Articulate's Privacy Notice available at https://www.articulate.com/trust/privacy/.

9.4. Security Incidents. Articulate will notify Customer without undue delay, and where feasible within seventy-two (72) hours, after becoming aware of a security incident resulting in the unauthorized access to, disclosure of, alteration of, or loss of Customer Content. Articulate will use commercially reasonable efforts to investigate, identify the root cause, and take appropriate steps to mitigate and remediate the incident, and will keep Customer reasonably informed. Where the incident involves Personal Data, the DPA applies.

10. Confidentiality

10.1. Definition. "Confidential Information" means all non-public information disclosed or otherwise made available by a party ("Discloser") to the other party ("Recipient") under this Agreement, in any form, whether written, graphic, oral, electronic, or machine-readable, and whether disclosed directly or accessed, received, processed, transmitted, hosted, or stored in connection with the Services, that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information. Confidential Information does not include information that Recipient can document: (a) is or becomes publicly available through no fault of Recipient; (b) is rightfully given to Recipient by a third party without confidentiality obligations; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is approved in writing by Discloser for release by Recipient. Articulate's Confidential Information includes non-public information regarding the features, functionality, performance, architecture, and security of the Services, including AI Features, together with Documentation, security documentation, and audit reports Articulate makes available. Customer's Confidential Information includes Customer Content, Input, and Output. For clarity, Articulate's collection and use of Usage Data, De-Identified Data, and Derived Structural Data as permitted in Sections 5.3 and 5.4 is not restricted by this Section 10, subject in each case to the definitions of those terms and to Section 5.4(e).

10.2. Obligations. The Recipient will use the Discloser's Confidential Information only to exercise its rights and fulfill its obligations under this Agreement. The Recipient will protect the confidentiality of the Discloser's Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care and will maintain administrative, physical, and technical safeguards appropriate to the form and sensitivity of the information, including encryption of Confidential Information in transit and at rest. These obligations apply regardless of where or how the Confidential Information is hosted, processed, transmitted, or stored. The Recipient will limit disclosure to its employees, contractors, Affiliates, agents, subprocessors, or professional advisors who have a need to know and who have agreed to be bound by confidentiality obligations at least as protective as those set forth in this Agreement. Each party will promptly notify the other upon becoming aware of any unauthorized access to, use of, or disclosure of the other party's Confidential Information and will take reasonable steps to mitigate and remediate the incident. Notwithstanding the foregoing, Articulate may retain Confidential Information in routine backups, logs, and archival systems, and as permitted under Section 5.4(d), in each case subject to the obligations in this Section 10 and deleted in accordance with Articulate's retention practices.

10.3. Required Disclosure. The Recipient may disclose Confidential Information to the extent required by applicable law or court order if the Recipient uses commercially reasonable efforts to: (a) promptly notify the Discloser of such disclosure requirement before disclosing; and (b) comply with the Discloser's reasonable requests regarding its efforts to oppose the disclosure or obtain a protective order, provided doing so is consistent with the legal requirement and does not obstruct a governmental investigation.

10.4. Injunctive Relief. The Recipient acknowledges that the use or disclosure of Confidential Information without the Discloser's express written permission may cause the Discloser irreparable harm. Any material breach or threatened material breach of this Section 10 by the Recipient will entitle the Discloser to seek injunctive relief and reasonable attorneys' fees, in addition to any other legal remedies available to it.

10.5. Duration. The obligations set forth in this Section 10 will survive for three (3) years following the termination or expiration of this Agreement, except that: (a) Confidential Information that constitutes a trade secret under applicable law will remain subject to this Section 10 for so long as it remains a trade secret; and (b) each party's obligations with respect to the other party's Confidential Information that remains in its possession or control will continue until that information is returned or deleted in accordance with this Agreement.

11. Warranties and Disclaimers

11.1. Mutual Warranties. Each party represents and warrants that: (a) it has legal authority to enter into this Agreement and perform its obligations; and (b) it will comply with all laws applicable to its own performance of this Agreement.

11.2. Articulate Warranties. During the Subscription Term, Articulate warrants that: (a) the Services will perform materially in accordance with the Documentation applicable to the Services at the beginning of the then-current Subscription Term; and (b) subject to Sections 2.3, 2.4, 4, 6.6 and 8.4, Articulate will not materially decrease the general functionality of the Services purchased by Customer. These warranties do not apply to any non-conformity arising from Customer Content, Non-Articulate Services, Customer's systems or credentials, use contrary to the Documentation or this Agreement, modifications not made by Articulate, Customer's failure to implement an available correction, or Beta Services, AI Features, or no-charge access. 

11.3. Customer Warranties. Customer represents and warrants that it and its Users: (a) have all rights, permissions, notices, consents, and legal bases to submit Customer Content and permit its use as described in this Agreement; and (b) will use the Services in compliance with Documentation, Feature-Specific Terms, Acceptable Use Policy, and applicable law.

11.4. Warranty Remedy. Customer must report a breach of Section 11.2 in writing within thirty days after discovery, with enough detail for Articulate to reproduce the issue. Articulate will correct the non-conformity or restore the reduced functionality; if Articulate does not do so within thirty days, Customer may terminate the affected Services and receive a pro-rata refund of prepaid, unused fees. This is Customer's exclusive remedy and Articulate's entire liability for breach of Section 11.2.

11.5. Disclaimer. Except for the express warranties in this Section 11 and Sections 2.3 and 9.1, Articulate makes no warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted use, error-free operation, complete security, or that the Services will meet Customer’s requirements. The Services, Beta Services, AI Features, and features governed by Feature-Specific Terms are provided “as is.”

12. Mutual Indemnification

12.1. By Articulate. Articulate will defend Customer against any third-party claim alleging that the Customer’s paid use of the Services or Output, as provided by Articulate and used in accordance with this Agreement, infringe or misappropriate a third party's Intellectual Property Right, and will indemnify Customer for liabilities, damages, and costs (including reasonable attorneys' fees) finally awarded against Customer by a court of competent jurisdiction or payable under a settlement approved by Articulate in writing.

12.2. Conditions for Output Coverage. Section 12.1 applies to Output only where Customer: (a) did not disable, circumvent, or modify any content filter, guardrail, citation tool, or other safety control made available by Articulate; (b) held all rights necessary to the Input and Customer Content it submitted; and (c) reviewed the Output in accordance with Section 6.3 before using or distributing it.

12.3. Exclusions. Articulate has no obligation under Section 12.1 for any claim to the extent arising from: (a) Customer Content, Input, or Customer's prompts, instructions, or configurations; (b) Customer's modification of the Services or Output; (c) combination of the Services or Output with Customer Content, Non-Articulate Services, third-party data, or any other materials not provided by Articulate, where the claim would not have arisen but for the combination; (d) Customer’s continued use after Articulate notifies Customer to discontinue use, or Customer's failure to implement a non-infringing update or version made available by Articulate; (e) Customer or its Users’ use of Output in violation of the Agreement, Acceptable Use Policy, and any Feature-Specific Terms; (f) use of the AI Features where Customer knew, or reasonably should have known, that the resulting Output would infringe; (g) sale, license, distribution, or other commercialization of Output on a standalone basis outside Customer's organizational training; or (h) Customer's election to use a model made available through Non-Articulate Services. Notwithstanding subsections (a) and (c), Articulate's obligations under Section 12.1 will apply to a claim to the extent it arises from Articulate's AI Features, models, or their training data generating infringing Output, even where that Output was generated from or combined with Customer's Input, provided Customer met the conditions in Section 12.2. 

12.4. Remedies. If the Services or Output are, or in Articulate's reasonable opinion are likely to become, the subject of an infringement claim, Articulate may at its option and expense: (a) procure the right for Customer to continue use; (b) modify or replace the affected Services or Output so they are non-infringing while maintaining substantially similar functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Services on notice and refund any prepaid Subscription Fees allocable to the period after termination.

12.5. By Customer. Customer will defend Articulate against any third-party claim (including any claim by a User or End User) arising from Customer (or Customer’s Users’) use of the Services in violation of this Agreement, and Customer will indemnify Articulate for liabilities, damages, and costs (including reasonable attorneys' fees) finally awarded against Articulate by a court of competent jurisdiction or payable under a settlement approved by Customer in writing.

12.6. Process. The party seeking indemnity (the "Indemnitee") will notify the other (the "Indemnitor") promptly. Failure to notify promptly relieves the Indemnitor of its obligations to the extent it is prejudiced. The Indemnitor may assume sole control of the defense and settlement with counsel of its choice. The Indemnitee will not admit liability, settle, or incur costs without the Indemnitor's prior written consent, and will cooperate reasonably at the Indemnitor's expense. The Indemnitor will not settle any claim that admits fault by, or imposes any non-indemnified obligation or liability on, the Indemnitee without the Indemnitee's prior written consent, not to be unreasonably withheld, conditioned, or delayed. The Indemnitee may participate with its own counsel at its own expense.

12.7. Sole Remedy. Sections 12.1 through 12.5 state each party's sole liability and the other party's exclusive remedy for any third-party intellectual property infringement claims.

13. Limitation of Liability

13.1. Exclusion of Consequential and Punitive Damages. Neither party will have any liability arising out of or relating to this Agreement for consequential, incidental, indirect, punitive, exemplary damages, losses or expenses (including but not limited to business interruption, lost business, lost profits, loss of goodwill or loss of data) even if advised of the possibility of such damages. 

13.2. Excluded Claims. The limitations in Section 13.1 do not apply to obligations arising out of (a) either party’s fraud or willful misconduct; (b) Customer and its Affiliate's breach of its payment obligations (Section 7); and (c) either party’s liability under Indemnification (Section 12). Nothing limits or excludes liability that cannot be excluded or limited by applicable law.

13.3. General Liability Cap. Except for Excluded Claims in Section 13.2 and Claims subject to the Liability Supercap in Section 13.4, in no event shall either party’s aggregate liability (together with all Affiliates) exceed the Subscription Fees paid or payable by Customer to Articulate during the 12-month period preceding the first event or occurrence giving rise to liability and applies across all Subscriptions and Order Forms (“General Cap”).

13.4. Liability Supercap. For any claim arising from a breach of Privacy and Data Protection (Section 9) or Confidentiality (Section 10), each party’s aggregate liability will not exceed three times (3x) the General Cap. This supercap is inclusive of, and not in addition to the General Cap.

13.5. Claims Period. To the maximum extent permitted by applicable law, any claims for damages by either party, other than a claim for non-payment, must be commenced in an action within 12 months of when the claim accrues. In no event may a claim for damages be filed later than 12 months from the expiration or termination of the Agreement.

13.6. Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ARTICULATE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY IN THIS AGREEMENT.

14. Term and Termination

14.1. Term. The term of this Agreement commences on subscription start date in the initial Order Form and continues until all subscriptions under this Agreement expire or are terminated. The Subscription Term for each Service is as specified in the applicable Order Form.

14.2. Termination. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, or comparable proceeding.

14.3. Termination for Convenience. Customer may stop using the Services at any time after providing written notice to Articulate. Discontinuing use does not entitle Customer to a refund of any prepaid fees, and any outstanding fees will become immediately due and payable.

14.4. Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer’s right to use the Services will immediately cease; and (b) Customer must pay all amounts accrued or due to Articulate. If Articulate terminates for Customer's material breach, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term. If Customer terminates for Articulate’s material breach, Articulate will refund Customer any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. Articulate will delete Customer Content upon the earlier of (a) Customer’s request for deletion, or (b) six (6) months after expiration or termination of the Subscription Term.

15. Governing Law and Dispute Resolution

15.1. Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party. If a dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.

15.2. Governing Law and Venue. This Agreement will be governed by the laws of the State of New York without regard to conflicts of laws provisions, and without regard to the United Nations Convention on the International Sale of Goods. Except where prohibited by law, the exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in New York County, New York, and both parties submit to the personal jurisdiction of such courts.

15.3. Injunctive Relief. Either party may seek injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal resolution process.

16. General Provisions

16.1. Beta Terms. Certain Articulate offerings, including free trials and experimental features are subject to special terms. If Customer uses such offerings, the Beta Terms apply.

16.2. Notices. All legal notices required or permitted under this Agreement (“Notices”) must be in writing. Notices to Articulate must be sent to [email protected] with a copy to the contact in the Order Form. Please also send a courtesy  copy to 244 5th Avenue, Suite 2960, New York, NY 10001. Notices to Customer will be sent to the email address associated with Customer's account. Notice will be treated as given when sent by electronic mail.

16.3. Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

16.4. Force Majeure. Neither party will be liable for any delay or failure to perform any obligation under this Agreement (except for Customer’s payment obligations) where the delay or failure results from any cause beyond its reasonable control. If a Force Majeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or more consecutive days, either party may terminate this Agreement upon written notice, without liability.

16.5. Modifications. Articulate may update this Agreement by posting a revised version with its effective date. Articulate will give at least thirty (30) days’ notice of any material change by email or in-product notice. No update will materially reduce Customer’s rights or materially increase Customer’s obligations for Services already purchased during the then-current Subscription Term, except where required for new features, legal compliance, or security, in which case Articulate will give as much notice as reasonably practicable. A signed Order Form or amendment more recent than the effective date of any conflicting terms takes precedence over any posted term, and all disputes pre-dating the updated terms will be governed by the terms in effect at the time the dispute arose. Continued use after an update’s effective date constitutes acceptance; if Customer does not agree to a material change affecting a purchased Service, Customer may terminate the affected Service under Section 14.2 and receive a pro-rata refund of prepaid fees for the terminated portion.

16.6. No Partnership. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.7. Severability and Waiver. Unenforceable provisions will be modified to reflect the intent of the parties and the remaining provisions of this Agreement will remain in effect. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

16.8. Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

16.9. Publicity. Customer permits Articulate to use Customer's name and logo to identify Customer as a customer on Articulate's website and in marketing materials, in accordance with any trademark guidelines provided by Customer. Customer may opt out of this permission by sending a request to [email protected]. Customer permits Articulate to issue a press release announcing Customer as a customer, provided Articulate obtains Customer's approval of the text prior to publication.

16.10. U.S. Government End Users. If Customer is a U.S. federal government department or agency, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Customer with only those rights provided under this Agreement.

16.11. Survival. Sections 5 (Customer Content License, Data and Intellectual Property Rights), 7 (Subscriptions and Fees), 9 (Privacy and Data Protection), 10 (Confidentiality), 11.5 (Disclaimer), 12 (Mutual Indemnification), 13 (Limitation of Liability), 14.4 (Effect of Termination), and 15 (Governing Law and Dispute Resolution) will survive expiration or termination of this Agreement. Section 11.1 through 11.4 survive only for matters arising before expiration or termination. Any provision that, by its nature, should survive will also survive.

16.12. Governing Language. This Agreement is drafted in the English language. The English-language version governs the interpretation, construction, and enforcement of this Agreement and of all documents incorporated into it.

16.13. Entire Agreement. This Agreement, including any applicable jurisdiction-specific terms at https://www.articulate.com/360/jurisdiction-specific-terms/ constitutes the entire agreement between Customer and Articulate regarding the Services and supersedes all prior agreements, written or oral, concerning its subject matter. In the event of any conflict among documents, the order of precedence is: (a) Beta Terms and Feature-Specific Terms (for the feature to which they apply); (b) the applicable Order Form; (c) the DPA (which controls on any conflict concerning the processing of Personal Data); (d) a mutually executed written amendment signed by both parties; (e) the terms of this Agreement. Any terms or conditions in Customer's purchase order or other Customer order documentation are void and will not apply unless specifically accepted by Articulate in a signed Articulate Order Form.

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