The standard agreement for a Smart Learning System evaluation pilot, published in full for instructors and institutional administrators.
Agreement No.: BDA-____-________ Effective Date: ____________________, 20____
This Pilot Subscription Agreement (this "Agreement") is entered into as of the Effective Date by and between:
Baya Data and AI LLC, a Washington limited liability company, with its principal place of business at ____________________________________ ("Provider"), and
____________________________________, a ____________________________________, with its principal place of business at ____________________________________ ("Customer").
Provider and Customer are each a "Party" and together the "Parties."
WHEREAS, Provider develops and operates the Smart Learning System, a course-grounded artificial-intelligence learning platform that integrates with learning management systems via LTI 1.3 and holds 1EdTech LTI 1.3 and Data Privacy certifications (the "Service");
WHEREAS, Customer desires to evaluate and use the Service in one or more credit courses offered by Customer, and Provider desires to make the Service available to Customer, on the pricing terms set forth in Provider's Price Estimate dated September 8, 2026 (the "Price Estimate"), which is incorporated herein by reference and attached as Exhibit A;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 "Course" means a single for-credit course offering of Customer (by course code and section(s)) identified in an Order, such as CS 6200 or CS 7210, in which the Service is enabled.
1.2 "Enrolled Student" means, for a given calendar month, each unique student enrolled in a Course as reflected in Customer's learning management system ("LMS", e.g., Canvas) enrollment records on the monthly reading date.
1.3 "Order" means the selection of Course(s) and pricing tier made by Customer at checkout or in a written ordering document referencing this Agreement.
1.4 "Term" has the meaning given in Section 6.1.
2.1 Grant. Subject to this Agreement and timely payment of Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service in the licensed Course(s), and to permit Enrolled Students, instructors, and teaching assistants of such Course(s) to use the Service solely for Customer's educational purposes.
2.2 Seats. Instructor and teaching-assistant seats are unlimited and included at no additional charge.
2.3 Restrictions. Customer shall not (a) resell or sublicense the Service; (b) reverse engineer the Service except as permitted by law; (c) use the Service to process data unrelated to the licensed Course(s); or (d) circumvent usage metering.
2.4 Students are never charged. No fee of any kind shall be imposed by Provider on any student. Customer is the sole payer.
3.1 Fees. Customer shall pay the following subscription fees (the "Fees"):
| Licensed scope | Per Enrolled Student / month | Illustrative monthly (approx. enrollment) |
|---|---|---|
| One Course | $7.00 | 100 students → $700.00 |
| Two Courses licensed together | $6.25 | 200 students → $1,250.00 |
3.2 Billing model. Fees are billed monthly in arrears, calculated as the applicable per-student rate multiplied by the actual number of Enrolled Students read from Customer's LMS for that month. No minimum purchase, no upfront purchase order, and no annual commitment is required.
3.3 In-session months only. No Fee accrues for any calendar month in which the licensed Course is not in session.
3.4 Taxes. Fees are exclusive of taxes. Applicable sales or use taxes will be added at invoicing. If Customer provides a valid tax-exemption certificate, Provider shall not collect such taxes.
3.5 Payment method. Fees are payable by credit card via Provider's payment processor (Stripe) or, at Provider's discretion, by invoice net thirty (30) days. Acceptance of Provider's online Terms of Service at checkout constitutes acceptance of this Agreement with respect to the Order so placed, and such acceptance record shall be retained by Provider as evidence.
3.6 Rate protection. The rates in Section 3.1 are fixed through December 31, 2026. Thereafter, Provider may adjust rates on sixty (60) days' written notice, effective only for Courses not then in session.
At no additional cost, Provider shall provide: (a) Canvas LTI 1.3 integration with gradebook synchronization; (b) onboarding and ingestion of Customer-provided course materials; (c) support tickets answered within two (2) business days; (d) an instructor analytics dashboard; and (e) documentation reasonably required for Customer's internal LTI tool review, including evidence of Provider's 1EdTech certifications.
Upon Customer's request, Provider will make the Service available in one Course for four (4) weeks at no charge and with no purchase order (the "Evaluation Pilot"). During the Evaluation Pilot, Sections 3 (Fees) and 10 (Provider warranty remedies) do not apply, the Service is provided "AS IS," and either Party may end the Evaluation Pilot at any time by written notice. All other Sections apply.
6.1 Term. This Agreement begins on the Effective Date and continues month-to-month until terminated (the "Term").
6.2 Termination for convenience. Either Party may terminate this Agreement, or any Course, on thirty (30) days' written notice. Termination takes effect at the end of a calendar month; no Fees accrue thereafter.
6.3 Termination for cause. Either Party may terminate immediately upon material breach that remains uncured fifteen (15) days after written notice.
6.4 Effect. Upon termination, access ends, accrued unpaid Fees become due, and Sections 7–12 survive.
7.1 Education records. To the extent Provider processes student education records, Provider is designated a school official with legitimate educational interest under FERPA (20 U.S.C. § 1232g; 34 CFR Part 99), acting under Customer's direct control with respect to the use and maintenance of education records.
7.2 Use limitations. Provider shall use student data solely to provide and improve the Service for Customer; shall not sell student data, use it for advertising, or build non-educational profiles; and shall not disclose it except to subprocessors bound by obligations no less protective.
7.3 Security. Provider maintains administrative, technical, and physical safeguards consistent with its 1EdTech Data Privacy certification and its written Information Security Policy, and shall notify Customer within seventy-two (72) hours of confirming any breach of Customer's student data. Such notice shall describe the nature of the incident, the categories and approximate number of records involved, the steps taken, and a named contact, and shall provide Customer with the information reasonably necessary to discharge its own notification obligations. An initial notice shall be given within the period stated even if the investigation remains ongoing, and shall be supplemented as further information becomes available.
7.4 Subprocessors. Provider's subprocessors as of the Effective Date are Microsoft Azure (cloud hosting and storage), OpenAI (large language model inference), and Stripe (payment processing; Stripe receives no student data). Each is bound by obligations no less protective than those Provider owes Customer, and Provider remains responsible for their performance. Provider shall give Customer reasonable advance notice before engaging a new subprocessor that will process Customer's student data.
7.5 Return and deletion. Within sixty (60) days after termination or upon Customer's written request, Provider shall delete or return Customer's student data, except as retention is required by law.
Provider retains all right, title, and interest in the Service. Customer retains all right, title, and interest in its course materials and student data. Provider receives a limited license to host and process course materials solely to operate the Service for the licensed Course(s). Feedback is voluntary and may be used by Provider without restriction, provided no Customer Confidential Information or student data is disclosed.
Each Party shall protect the other's non-public information ("Confidential Information") with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors bound by like duties. These obligations do not apply to information that is public, already known, independently developed, or rightfully received from a third party, and survive three (3) years after termination. Student data is protected per Section 7 without time limit.
10.1 Mutual. Each Party warrants it has authority to enter this Agreement.
10.2 Provider warranty. Provider warrants the Service will materially conform to its documentation and will be provided in a professional manner.
10.3 AI output. The Service generates AI-assisted content grounded in Customer's course materials; Provider does not warrant that generated content is error-free, and instructors remain responsible for academic use and grading decisions.
10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.5 Customer content rights. Customer represents and warrants that it holds, or has obtained, all rights, licenses, releases, and consents necessary for Provider to host, process, and display the course materials Customer submits for the licensed Course(s), and that such materials do not infringe or otherwise violate the rights of any third party.
11.1 Cap. EXCEPT FOR BREACHES OF SECTION 7 (DATA PROTECTION) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
11.2 Provider indemnity. Provider shall defend and indemnify Customer against third-party claims that the Service, as provided by Provider and used as permitted, infringes a U.S. patent, copyright, or trademark, and may at its option procure rights, modify the Service, or refund prepaid unused Fees and terminate the affected Course.
11.3 Customer indemnity. To the extent permitted by applicable law (including, for public institutions, any constitutional or statutory limitations), Customer shall defend and indemnify Provider against third-party claims arising from course materials Customer provides for ingestion.
11.4 Insurance. Provider shall, at its sole cost and expense, procure and maintain in force during the Term, with insurers rated A- (VII) or better by A.M. Best, the following minimum coverage:
(a) Commercial General Liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and personal and advertising injury;
(b) Technology Errors and Omissions (Professional Liability) insurance with limits of not less than One Million Dollars ($1,000,000) per claim and in the aggregate, covering claims arising from acts, errors, or omissions in the provision of the Service; and
(c) Cyber Liability insurance, including network security and privacy liability and data-breach response costs, with limits of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate.
Upon Customer's written request, Provider shall deliver a certificate of insurance evidencing such coverage and, where commercially available for general liability, shall name Customer, its trustees, officers, employees, and volunteers as additional insureds on a primary and noncontributory basis. Provider shall provide Customer at least thirty (30) days' prior written notice of cancellation or material reduction of any required coverage. Provider's maintenance of insurance shall not limit its liability under this Agreement except as expressly provided in Section 11.1.
12.1 Governing law; venue. This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws rules. If Customer is a public institution prohibited by law from accepting another state's law, the Parties shall negotiate a mutually acceptable governing law in good faith.
12.2 Notices. Notices to Provider: admin@bayadataai.com; notices to Customer: the email provided in the Order. Legal notices shall also be sent by a method providing delivery confirmation.
12.3 Assignment. Neither Party may assign this Agreement without the other's consent, except to an affiliate or successor in a merger or sale of substantially all assets.
12.4 Force majeure. Neither Party is liable for delays caused by events beyond its reasonable control.
12.5 Entire agreement; amendments. This Agreement, including Exhibit A and any Order, is the entire agreement and supersedes prior discussions; the Price Estimate's comparative figures are informational only. Amendments require a writing signed by both Parties. If any provision conflicts with an Order, this Agreement controls unless the Order expressly states otherwise.
12.6 Counterparts; electronic signature. This Agreement may be executed in counterparts, and electronic signatures and records (including acceptance at online checkout) are effective to the fullest extent permitted by law.
BAYA DATA AND AI LLC
Signature: ______________________________ Date: ______________
Name: ____________________________________
Title: __________________________________
CUSTOMER: ____________________________________
Signature: ______________________________ Date: ______________
Name: ____________________________________
Title: ____________________________________
Provider's Price Estimate issued September 8, 2026, valid through December 31, 2026, prepared for the School of Computer Science, Georgia Institute of Technology (CS 6200 / CS 7210). Key commercial terms are reproduced in Section 3; the full estimate is attached hereto.
| Item | Detail |
|---|---|
| Rate — one Course | $7.00 per Enrolled Student per month |
| Rate — two Courses bundled | $6.25 per Enrolled Student per month |
| Billing | Monthly, in arrears, on actual LMS enrollment; in-session months only |
| Included | LTI 1.3 + gradebook sync, onboarding/ingestion, 2-business-day support, analytics, LTI-review documentation |
| Evaluation Pilot | Four weeks, one Course, no charge, no purchase order |
| Taxes | Exclusive; exemption certificates accepted |