Artificial Intelligence Supplement

Effective as of April 15, 2026

This Artificial Intelligence Supplement (the “Supplement”) applies to the Master Terms and Conditions, applicable order form, and/or any agreement between Instructure and the Customer (the “Agreement”) and governs the Customer’s use of and Instructure’s provision of AI Features within Instructure products and services. In the event of any conflict between this Supplement and any other part of the Agreement with respect to the use of AI Features, this Supplement will control to the extent required to resolve the conflict. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

  1. Definitions
    • “AI Features” means Instructure’s or a third party’s artificial intelligence, generative artificial intelligence, or machine learning technology, as applicable, that (a) uses Inputs to predict outcomes or is capable of generating new content; (b) is included as part of the Service; and (c) is enabled by Customer within Customer’s account.
    • “Input” means any text, verbal, or other prompts, queries, requests, or commands inputted by Customer or its Users to the AI Features.
    • “Output” means any data or information generated by any AI Feature that is prompted by an AI Input.
  2. Prohibition on Training and Improvement. Unless approved by Customer, Instructure shall not use Customer Content to train, develop, fine-tune, improve, or otherwise enhance any AI Features, including any underlying models or algorithms, whether proprietary to Instructure or a third party.
  3. Artificial Intelligence Disclosure and Disclaimer. AI Features are designed as assistive tools to support, and do not replace, human judgment and decision-making. Customer understands and acknowledges that AI Features are subject to limitations as a result of training data set, algorithms, structure, organization, parameters, and weights. Customer also understands and acknowledges that AI Features can be prone to errors, hallucinations, and other issues affecting the accuracy of the outputted information. Outputs generated by AI Features may be incomplete, inaccurate, offensive, biased, or otherwise unpredictable. Accordingly, all Outputs from AI Features should be reviewed by a human for accuracy before any further use, publication, display, or release thereof. Customer shall not use AI Features to make fully automated decisions significant effects on individuals without meaningful human review. Customer is solely responsible for ensuring appropriate human oversight of AI Features, including but not limited to in connection with any decisions that may have legal, educational, financial, or other significant effects on individuals. Instructure does not guarantee that AI Features are free from bias or errors, and Customer acknowledges its responsibility to monitor for and address any potential bias in Customer’s specific use context.  In any event, without limiting any other disclaimer of warranty or liability set forth in the Agreement, Instructure expressly and specifically disclaims any liability, responsibility, and/or guarantee whatsoever regarding the Outputs or processes of AI Features. To the maximum extent permitted by applicable law, all use of such features is at Customer’s own risk.
  4. New and Experimental Technology Area.  Customer understands and acknowledges that AI Features are new and experimental technological area. Customer acknowledges that access to and use of AI Features could be impacted by regulatory actions, legislation, or proposed legislation or policies, as well as technical changes and/or modifications, which could change, limit, or restrict, among other things, access to and use of certain features, products, or services.    Instructure reserves the right, with or without notice to Customer, to suspend or discontinue access to any or all portions of AI Features in response to changes in applicable laws, regulations, industry self-regulatory guidelines, or internal policies and best practices with respect to AI Features use, or to any interpretation, enforcement, or implementation thereof.
     
  5. Customer Agreements and Restrictions.  In addition to and without limiting any covenants and restrictions on use of the Service set forth in the Agreement, Customer agrees: (1) Customer or its Users may assist Instructure in identifying any errors or issues with AI Features, including but not limited to hallucinations, mistakes, and instances of bias or discrimination by reporting it through standard business channels; (2) Customer shall not in any event use AI Features or any of its Outputs or related documentation or materials in connection with the creation, testing, development, modification, improvement, or updating of any artificial intelligence, large language model, machine learning algorithm, or similar platform, tool, application, or technology; (3) Customer shall not share, resell, sublicense, or otherwise make available any AI Features to any third party except as expressly permitted under this Agreement; and (4) Customer shall not permit direct or indirect access to or use of AI Features in a way that circumvents an AI Usage Limit. In addition to the Agreement (including this Supplement), Customer’s and Users’ use of AI Features shall be subject to the Acceptable Use Policy provided within the Service and available at https://www.instructure.com/policies/acceptable-use (the “AUP”), as such AUP may be updated by Instructure from time to time. Violation of this Section 5 will be a material breach of this Agreement.
     
  6. Ownership. As between Customer and Instructure, Instructure or its licensors owns and shall retain all right, title, and interest in: (1) AI Features and any underlying models, platforms, applications, and technologies;  (2) all improvements, changes, enhancements, translations and components, source code, object code, documentation, criteria, designs, report formats, know-how, underlying ideas, algorithms, or structure associated with the AI Features; (3) all other proprietary materials of Instructure and/or its licensors; and (4) all intellectual property related to the aforementioned, including, but not limited to, all copyrights, patents, trademarks and trade names, and trade secrets. The Instructure Intellectual Property is and shall at all times remain the sole and exclusive property of Instructure.  Instructure shall have the right, in its sole discretion, to modify any Instructure Intellectual Property. Customer expressly agrees to the use of its Customer Content in conjunction with AI Features, and grants Instructure the non-exclusive, sublicensable, royalty-free right to use, copy, modify, and create derivative works of Customer Content as required to provide the Service to Customer. To the extent permissible by applicable law, all Output from use of the AI Features generated based on Customer Content shall be considered Customer Content. Customer expressly acknowledges that any text or verbal prompts, queries, requests, or commands input directly to the AI Features (as opposed to pre-existing or independently developed discrete files of Customer Content uploaded to the AI Features), and data and analytics derived therefrom, constitute Usage Data and are not Customer Content. For avoidance of doubt, Instructure may use such Usage Data collected from AI Features for all purposes permitted under the Agreement. Customer acknowledges that due to the nature of AI Features, Output that the Customer generates from the AI Features may not be unique and other customers may receive similar content from use of the Service. Responses generated for other customers are not considered Customer Content, notwithstanding any similarity or equivalence to Customer Content.  For avoidance of doubt, Instructure makes no representation, warranty, or guarantee whatsoever with respect to the originality, authorship, non-infringement, or fitness for a particular purpose of any AI Feature.
     
  7. Customer’s Uses of AI Features. Instructure and its licensors have the right to store, analyze, maintain, and otherwise process any and all data, information, and analytics derived from Customer’s interactions with AI Features, including but not limited to Customer’s Inputs into the AI Features (including without limitation any chat programs) and Customer’s feedback on any AI Features, which shall be considered Usage Data for the purposes of the Agreement. Customer is prohibited from using any personal information as Input with any AI Feature that expressly prohibits the use of personal information.
     
  8. AI Feature Usage Limits.
    1. General. AI Features are subject to usage limits as specified in the applicable Order Form and Documentation, including any limits expressed as credits, transactions, or other consumption-based metrics ("AI Usage Limits").
       
    2. Non-Agentic AI Features. Customer's access to and use of non-agentic AI Features must be consistent with reasonable usage patterns in the ordinary course of business for such features. Customer shall not use Non-Agentic AI Features in a manner that places excessive or disproportionate demand on the AI Features or Instructure's platform infrastructure. If Instructure reasonably determines that Customer’s use of the non-agentic AI Features materially exceeds typical or expected usage levels or otherwise places excessive or disproportionate demand on the AI Features, Instructure may temporarily suspend or limit access to the non-agentic AI Features for the affected user(s) or Customer. Instructure will use commercially reasonable efforts to notify Customer of the suspension or limitation and will work with Customer in good faith to investigate and address the cause of the excessive usage. Once the underlying issue has been resolved, Instructure will promptly restore access to the non-agentic AI Features.
       
    3. Agentic AI Features. Agentic AI Features are subject to the specific usage limits set forth in the applicable Order Form and Documentation, including any limits expressed as credits per billing metric per subscription year. If Customer exceeds the contractual credits limit for Agentic AI Features, Instructure may suspend Customer’s access to the applicable Agentic AI Features. To restore access to the suspended Agentic AI Features, Customer will execute an Order Form for additional credits at Instructure’s then-current rates and/or pay any invoice for such additional credits in accordance with Section 6.