THINKIFIC AI ADDENDUM

1.1. Applicability. This Addendum applies to all AI Features made available by Thinkific as part of the Services and governs the use of such AI Features by you and, where enabled by you, your End Users.

1.2. Identification. AI Features will be clearly identified within the Services.

2.1. “AI Features” means any generative or machine learning functionality within the Services that processes Inputs to generate Outputs, including Thinkific or its third-party provider’s proprietary system prompts, workflows, and content recall mechanisms.

2.2. “Inputs” means text, images, files, prompts, videos, or other content submitted by you or your End Users to the AI Features. Thinkific’s internal system prompts, queries, and operational instructions are not Inputs.

2.3. “Outputs” means content generated by the AI Features in response to Inputs.

2.4. “Sensitive Information” includes government-issued identification numbers, biometric data, and other categories of data defined as “sensitive” or “special” under applicable data protection laws.

2.5. “Third Party AI Providers” means third parties that provide artificial intelligence technologies, large language models, or related services used in connection with the AI Features.

2.6. “THINKER” means Thinkific’s AI teaching assistant, an AI-powered feature within the Plus Services that provides automated responses to End Users’ questions and interactions based on your Site Content.

2.7. “THINKER Credits” means the credits allocated to your subscription for use of THINKER and other AI Features, as set out in your Order Form. Each credit represents one (1) AI response to an End User’s question or interaction within the Services.

3.1. Use of Third Party AI Providers. You acknowledge and agree that Thinkific uses Third Party AI Providers to deliver the AI Features. A current list of these providers is available at www.thinkific.com/thinkificsubprocessors. You further acknowledge and agree that such providers may process data in the regions in which they operate, as disclosed in that list.

3.2. Data Protection. Thinkific maintains agreements with its Third Party AI Providers that require appropriate confidentiality, security, and data protection measures consistent with the Agreement.

3.3. Changes to Third Party AI Providers. If Thinkific adds a new Third Party AI Provider, it will update its subprocessors list. You may object by contacting [email protected]. If the issue cannot be resolved, your sole remedy is to stop using the affected AI Features, and Thinkific will not be responsible for any resulting impact.

4.1. Your Consent and Limited Processing. By accessing or using the AI Features, you authorize Thinkific to process Inputs and to engage Third Party AI Providers solely to the extent necessary to generate Outputs and operate the AI Features as part of the Services.

4.2. End User Notices and Consents. You are responsible for providing any required notices to, and obtaining any required consents from, your End Users in connection with their use of the AI Features.

4.3. Deletion. Thinkific contractually requires its Third Party AI Providers not to retain  Inputs and Outputs.

4.4. No Training or Cross-Customer Use. Inputs and Outputs are not used to train Thinkific’s AI Features or third-party AI models and are not shared or combined with data from other customers.

5.1. Inputs and Outputs. You retain all rights in your Inputs and own the Outputs. Inputs and Outputs are treated as your Confidential Information under the Agreement.

5.2. Thinkific Technology. Thinkific retains all rights in the AI Features, including the underlying technology, models, system prompts, workflows, and related intellectual property.

6.1. Third Party AI Providers. Thinkific is responsible for its Third Party AI Providers to the same extent as if Thinkific performed those services itself under this Addendum, provided that such responsibility is subject to the limitations of liability set forth in the Agreement.

6.2. Outputs. Thinkific does not control, and is not responsible for, any decisions or actions you or your End Users take based on Outputs.

6.3. Liability. Your use of the AI Features is subject to the limitations of liability, indemnification, and warranty disclaimers set out in the Agreement.

6.4. Customer Indemnification. You shall indemnify, defend, and hold harmless Thinkific, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and costs, that arise from or relate to: (a) your or your End Users’ misuse of the AI Features; (b) any violation by you or your End Users of the prohibited uses set forth in Section 8.3 or any other provision of this Addendum; (c) any Inputs submitted by you or your End Users to the AI Features, including any claims that such Inputs infringe, violate, or misappropriate any third-party’s intellectual property rights, privacy rights, or other proprietary rights; (d) your failure to obtain any required notices, consents, or authorizations from End Users or other third parties in connection with their use of the AI Features; (e) any breach by you of your obligations under this Addendum or the Agreement; or (f) any negligent acts, omissions, or willful misconduct by you or your End Users in connection with the AI Features. This indemnification obligation shall survive termination or expiration of this Addendum and the Agreement. You acknowledge that Thinkific’s provision of AI Features involves inherent risks and that this indemnification is essential to Thinkific’s willingness to provide such features.

7.1. Nature of Outputs. Outputs may be inaccurate, incomplete, misleading, or unsuitable for your purposes or the purposes of your End Users. Due to the nature of the AI Features:

7.1.1. Outputs may not be unique and may be similar or identical to outputs generated for other customers or users;

7.1.2. the same or similar Inputs may produce different Outputs; and

7.1.3. Outputs are generated automatically and do not reflect the views, opinions, or advice of Thinkific or its Third Party AI Providers.

7.2. Disclaimer of Warranties. Outputs are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory, including any warranties of accuracy, completeness, fitness for a particular purpose, merchantability, or non-infringement. You acknowledge that AI systems are inherently probabilistic and that Outputs may contain errors, hallucinations, biases, inaccuracies, incompleteness, or other deficiencies.

7.3. No Professional Advice. Outputs do not constitute professional advice and must not be relied upon as such. You are responsible for independently evaluating Outputs and, where appropriate, obtaining advice from qualified professionals before relying on or using Outputs.

7.4. Content Scope. For End Users, Outputs are generated solely from content available to them within the Services, and may vary in quality and completeness depending on the content accessible to the End User.

Notwithstanding anything in this Section 7, nothing in this Section limits Thinkific’s obligations under Sections 8.4.1 (THINKER Credits), or Thinkific’s obligations with respect to indemnification, limitation of liability, or confidentiality under the Agreement.

8.1. Use and End User Governance. You control how the AI Features are used, including whether and to whom they are made available, and are solely responsible for determining whether to enable or disable AI Features for your End Users. You are responsible for ensuring that your use of the AI Features, and your End Users’ use of the AI Features, complies with this Addendum, the Agreement, and applicable law and regulation (“Applicable Law”). You are also responsible for addressing any misuse of the AI Features by you or your End Users and agree to notify Thinkific in writing if you become aware of any non-compliance with this Addendum by you or any End User.

8.2. Human Review. AI Features support human decision-making and do not make autonomous decisions. You and your End Users must review Outputs before relying on them to ensure their accuracy, quality, applicability, and compliance with Applicable Law.

8.3. Prohibited Uses. You must not, and must ensure your End Users do not:

8.3.1. use the AI Features as the sole or primary basis for decisions that materially affect individuals, including decisions relating to employment, credit, insurance, housing, education, access to services, legal rights, or eligibility for material benefits or opportunities, or that otherwise affect individuals in any manner prohibited by Applicable Law;

8.3.2. use the AI Features to generate unlawful, harmful, misleading, or infringing content;

8.3.3. submit Sensitive Information or other regulated data to the AI Features except as expressly permitted by Thinkific in writing, including, without limitation, data subject to FERPA, GLBA, or financial data subject to similar regulatory requirements;

8.3.4. use Outputs generated by the AI Features as the sole basis for legal, medical, financial, or other professional decisions that produce significant effects on individuals; or

8.3.5. submit protected health information (as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA“)) to the AI Features unless you have executed a Business Associate Agreement (“BAA“) with Thinkific. You are solely responsible for determining whether a BAA is required and for ensuring compliance with HIPAA and any other applicable health data regulations. Thinkific disclaims all liability arising from or related to your submission of protected health information to the AI Features without a fully executed BAA in place or in violation of the terms of any such BAA

8.4. Usage Limits. Thinkific may impose reasonable usage limits on the AI Features to ensure fair use, system stability, and commercial viability, as detailed in the Agreement or applicable Order Form. Thinkific may modify usage limits on thirty (30) days’ prior written notice, or immediately, where necessary to protect system integrity or prevent service disruption.

8.4.1. THINKER Credits.

(a) THINKER credits are allocated as set out in the applicable Order Form. Credits are calculated monthly based on usage during the applicable billing period.

(b) If your usage exceeds the credits allocated in your Order Form in any billing period, overage fees will apply at the per-credit rate set out in your Order Form and will be billed in arrears, either on your next invoice or within 10 business days following the end of the applicable calendar month. Thinkific may modify credit allotments and overage rates upon 30 days’ prior written notice.(c) Unused credits do not carry over between billing periods unless otherwise specified in your Order Form.

8.5. Content Monitoring. Thinkific reserves the right to monitor, modify, or remove any AI-generated content. If Thinkific determines that such content violates this Addendum, the Agreement, or could potentially harm Thinkific’s reputation or other users, could subject Thinkific or any third party to liability, or could be fraudulent, Thinkific may, after providing you with notice and reasonable opportunity to remove or modify such content: (a) modify or remove the AI-generated content; or (b) if the violation is severe or repeated, suspend or terminate your access to the AI Features or your account in accordance with the Agreement. Thinkific may employ automated systems, including AI-based tools, to detect and flag potential violations; however, such systems are supplementary to, and do not replace, human review for content removal decisions.