Coly Assistant Schedule

This Coly Assistant Schedule (“Schedule”) forms part of the Agreement between the Customer identified in the applicable Order Form (“Customer”) and the Coly entity identified in that Order Form (“Coly”). This Schedule applies only if Customer purchases or activates a Coly Assistant feature.

Capitalized terms not defined in this Schedule have the meanings given in the SaaS Subscription Agreement or Data Processing Addendum (“DPA”).

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Coly Assistant Features

“Coly Assistant for Individual Users” is an artificial intelligence conversational feature made available to authorized Individual Users, including students, tenants, and residents. It is designed to provide general information, guidance, and tools relating to shared living, roommate communication, conflict resolution, understanding interpersonal differences, personal growth, belonging, and everyday well-being.

“Coly Assistant for Staff” is an artificial intelligence feature made available to Customer’s authorized personnel to support shared-living administration, student and resident support, roommate-conflict resolution, mediation planning, program development, communication preparation, and the drafting of proposed shared-living expectations or agreements. Authorized personnel may select one or more Individual Users or groups and provide relevant context concerning an issue. Coly Assistant for Staff may use Customer-authorized information available through the Services, including assessment results, profiles, preferences, and values, to generate questions, summaries, considerations, suggested approaches, and draft materials.

Coly Assistant for Staff does not provide Customer personnel with access to the contents of an Individual User’s conversations with Coly Assistant for Individual Users, except where specified conversation data has been lawfully disclosed to Customer under the DPA and Customer’s documented instruction.

References to “Coly Assistant” apply to both features unless otherwise stated. Customer may access only the Coly Assistant features identified in its Order Form.

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Activation and Configuration

Coly will enable each Coly Assistant feature for Customer’s workspace only after Customer:

purchases the feature through an Order Form or other written agreement;

provides written or verbal activation instructions;

supplies the contacts and configuration information reasonably required by Coly;

completes applicable implementation requirements; and

designates the personnel authorized to use or administer the feature.

Customer’s activation instruction constitutes its documented instruction for Coly to Process Customer Personal Data as necessary to provide the activated feature, subject to the DPA.

Customer may request that Coly disable an activated feature. Disabling a feature does not alter Customer’s payment obligations unless otherwise agreed in writing.

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Nature and Intended Use

Coly Assistant provides general informational, communicative, administrative, and shared-living guidance. Coly Assistant may use information available within the Services, including assessments, profiles, preferences, values, conversation context, and information supplied by Customer personnel, to provide personalized or context-specific responses.

Coly Assistant is not a person or a member of Customer’s staff. It is not, and Customer will not represent it as:

a medical, mental-health, psychological, psychiatric, therapeutic, counseling, legal, or other professional service;

a crisis-response, emergency, or dispatch service;

a safeguarding, welfare-monitoring, or student-risk-assessment system;

an official incident-reporting channel;

a substitute for Customer’s personnel, policies, procedures, professional resources, or judgment; or

a system authorized to make final institutional decisions concerning an Individual User.

Coly Assistant is not supervised by a licensed professional and does not provide any service requiring professional licensure. Customer and Individual Users should seek assistance from qualified professionals or emergency services when appropriate.

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Automated Safeguards

Coly Assistant may use model-level, application-level, and other automated safeguards to:

limit inappropriate or unsafe output;

respond to or redirect inappropriate input;

identify specified content or language patterns;

display relevant information, follow-up questions, crisis resources, or support options;

warn, restrict, close, or prevent continuation of a conversation containing abusive, threatening, persistently inappropriate, or otherwise prohibited content; and

protect the security, integrity, and appropriate operation of Coly Assistant.

These safeguards may use conversation context to determine when information, resources, or support options should be displayed. They do not constitute human monitoring, a clinical assessment, a determination of an Individual User’s condition, intent, or level of risk, an institutional disciplinary determination, or an automatic report to Customer or any other person.

Coly does not guarantee that an automated safeguard will identify or respond to every relevant statement, circumstance, or use.

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No Human Monitoring or Automatic Reporting

Coly does not have personnel continuously review Individual User conversations and has no obligation to independently investigate, assess, escalate, report, or act upon conversation content.

No conversation content automatically triggers a notification to Customer, emergency services, law enforcement, or any other person. Coly Assistant does not independently decide to contact Customer and cannot automatically send a support notification based solely on conversation content.

Coly Assistant may display crisis resources or an option for an Individual User to request support when conversation content relates to stress, conflict, well-being, self-harm, or another circumstance for which additional support may be appropriate. Displaying that information or option does not constitute monitoring, intervention, escalation, or notice to Customer.

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Institutional Responsibilities

Coly Assistant is not intended to be part of Customer’s compliance, duty-of-care, emergency-response, mandatory-reporting, safeguarding, welfare, or risk-management infrastructure.

Coly is not a mandated reporter, Campus Security Authority, responsible employee, designated safeguarding officer, emergency responder, or other institutional official by reason of providing Coly Assistant.

Customer remains responsible for maintaining, staffing, and operating its own:

emergency and crisis-response procedures;

counseling, health, and wellness resources;

safeguarding and mandatory-reporting procedures;

incident-reporting processes;

student, tenant, and resident support services;

compliance programs; and

procedures for addressing requests for assistance.

Customer will ensure that its procedures remain independent of and do not rely upon Coly Assistant or Coly’s review of conversation content.

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Customer Obligations

Customer will provide and keep current the contacts, resources, policies, and configuration information reasonably needed for Coly Assistant; designate appropriate personnel to administer Coly Assistant for Staff and receive Individual User-initiated support requests; and maintain its own procedures for responding to those requests. Customer is responsible for its authorized use of Coly Assistant and for providing any notices or obtaining any consents or authorizations required by Applicable Law.

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Individual User-Initiated Support Requests

Coly Assistant may display an “I need support” or similar option generally within the interface or through a contextual prompt. The Individual User may select the option, decline it, or continue the conversation without requesting support.

A check-in request is transmitted to Customer’s designated recipient only if the Individual User affirmatively selects the option and submits the request. The request:

is initiated and authorized solely by the Individual User;

is not sent automatically based on conversation content;

does not include the Individual User’s conversation content;

does not contain an assessment of the Individual User’s condition, intent, circumstances, or level of risk; and

does not represent that Coly personnel reviewed the conversation.

The support-request feature is not an emergency alert, automatic escalation, monitoring, or dispatch channel.

Customer is responsible for maintaining current recipient information, monitoring the designated communication channel, and determining and implementing an appropriate response.

Coly does not guarantee the delivery, timeliness, receipt, review, or response to a support request.

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Staff Use and Human Judgment

Coly Assistant for Staff may support Customer personnel in understanding shared-living dynamics, considering roommate or resident conflicts, preparing for conversations, developing mediation approaches, drafting proposed agreements, identifying questions for further inquiry, and evaluating possible administrative responses.

Output from Coly Assistant for Staff may include observations or suggestions based on assessment results, profiles, preferences, values, and context supplied by Customer personnel. Such observations are probabilistic and may be incomplete, inaccurate, or inapplicable to the circumstances. Customer will not treat a generated characterization, inference, prediction, or recommendation concerning an Individual User’s personality, intentions, behavior, emotional state, credibility, or likely response as an established fact.

Coly Assistant output may not be used as the sole or determinative basis for:

disciplinary action;

housing reassignment;

an admissions, academic, employment, or eligibility determination;

a safety, medical, mental-health, or risk assessment;

a finding of misconduct or credibility;

denial of a right, benefit, placement, or service; or

another decision producing legal or similarly significant effects concerning an Individual User.

Customer personnel must independently review relevant information, distinguish allegations or reports from verified facts where appropriate, provide affected individuals an appropriate opportunity to be heard where applicable, and exercise independent professional and institutional judgment.

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Customer Staff Inputs

Customer is responsible for the accuracy, relevance, and appropriateness of information entered by its personnel into Coly Assistant for Staff. Customer will instruct its personnel to avoid entering information that is unrelated, excessive, unlawfully obtained, or unnecessarily sensitive for the institutional purpose.

Information entered by Customer personnel and related output may constitute Customer Data, an education record, or an institutional record. Customer is responsible for its use of that information and for any applicable records-management, access, retention, disclosure, and decision-making obligations.

Coly Assistant for Staff does not make factual findings, credibility determinations, diagnoses, disciplinary findings, or final institutional decisions.

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Output Limitations

Coly Assistant generates output probabilistically. Output may be incomplete, inaccurate, outdated, inappropriate, inconsistent, biased, or not reproducible. Output may also fail to reflect Customer’s current policies, procedures, resources, factual circumstances, or legal obligations.

Coly Assistant may assist Individual Users with shared-living concerns, communication, conflict, personal reflection, and understanding interpersonal differences, but it does not make decisions for Individual Users, determine which person is right or wrong, or replace direct communication and independent judgment.

Neither Customer nor an Individual User may rely on Coly Assistant output for an emergency response, professional diagnosis or advice, legal or regulatory determination, or other purpose for which Coly Assistant is not designed.

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Individual User Disclosures

Before an Individual User first accesses Coly Assistant, Coly will provide a reasonably clear disclosure explaining:

that Coly Assistant is artificial intelligence and not a person;

its intended purposes and material limitations;

that it does not provide professional, emergency, crisis, or institutional services;

that its output may be incomplete or inaccurate;

appropriate precautions concerning sensitive information and information about other people;

available user-directed support functionality;

the circumstances in which conversation data may be accessed or disclosed; and

any additional disclosures or reminders required by Applicable Law.

Coly may update that disclosure to reflect changes to Coly Assistant, Applicable Law, or responsible artificial intelligence practices, provided that the disclosure remains materially consistent with the Agreement.

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Minors and Periodic Reminders

Customer may permit Individual Users who are at least sixteen (16) years old to access Coly Assistant, subject to Applicable Law and any required notices, permissions, or parental or guardian authorizations. Customer is responsible for providing accurate age-related information required for provisioning and determining whether any consent or authorization is legally required.

Where required by Applicable Law, Coly will provide additional disclosures, reminders, or safeguards for known minor users, including periodic reminders during sustained interactions that Coly Assistant is artificial intelligence and that the Individual User should take a break.

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Acceptable Use

Customer will not, and will not permit an Authorized User to, use Coly Assistant:

to harass, threaten, abuse, defame, discriminate against, exploit, or harm another person;

to submit information unlawfully obtained, used, or disclosed;

to impersonate another person or misrepresent the source of information;

to seek or provide instructions for unlawful conduct or harming another person;

to develop or deploy malicious code;

to circumvent operating instructions, usage limits, safeguards, access controls, or security measures;

to test the security or vulnerability of Coly Assistant without Coly’s prior written authorization;

to provide or purport to provide licensed professional services;

to train, develop, benchmark, or improve a competing artificial intelligence system, except as expressly authorized by Coly in writing; or

in a manner prohibited by the Agreement or Applicable Law.

Coly Assistant may automatically redirect, warn, restrict, or close a conversation containing abusive, threatening, persistently inappropriate, or otherwise prohibited content. Coly may also suspend or restrict access where reasonably necessary to address repeated or material misuse, protect the Services or another person, or comply with Applicable Law.

An automated warning, restriction, or conversation closure does not constitute human review, an institutional disciplinary determination, or a report to Customer.

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Usage Limits

Use of Coly Assistant is subject to the following initial limits unless the applicable Order Form states otherwise:

Coly Assistant for Tenants: no more than ten (10) new conversations per End User per day;

Coly Assistant for Staff: no more than thirty (30) new conversations per authorized staff account per day; and

both features: no more than one hundred (100) combined user and Coly Assistant messages within a single conversation.

Coly Assistant conversations do not constitute assessments for purposes of any separate assessment limit.

Coly may monitor aggregate and automated usage information to maintain capacity, administer usage limits, and prevent abuse. Coly does not review individual conversation content for these purposes.

Coly may increase the usage limits or make other changes that do not materially reduce Customer’s purchased functionality. A reduction below the limits stated above requires reasonable prior notice and will not apply during Customer’s then-current Subscription Term without Customer’s written agreement, unless reasonably necessary to address an urgent security, legal, or operational risk.

Use exceeding the applicable limits may require Coly’s prior written approval and may result in additional fees agreed by the parties.

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Suspension and Rate Limiting

Coly may suspend, restrict, or rate-limit an account or Coly Assistant feature if Coly reasonably determines that its use:

violates this Schedule or the Agreement;

exceeds applicable usage limits;

threatens the security, availability, integrity, or performance of the Services;

may harm Coly, Customer, an End User, or another person;

exposes Coly or Customer to material legal or regulatory risk; or

is subject to a valid legal or governmental requirement.

Where reasonably practicable, Coly will notify Customer, limit the restriction to the affected account or feature, and restore access after the issue is resolved. Coly may act immediately where reasonably necessary to address an urgent risk.

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Conversation Access, User Controls, and Disclosure

Customer personnel do not have routine access to browse Individual User conversations with Coly Assistant for Individual Users.

Coly may access conversation data when reasonably necessary to:

provide, operate, maintain, secure, support, evaluate, develop, or improve Coly Assistant;

investigate a reported message, feedback, suspected misuse, or technical issue;

comply with Customer’s documented instructions;

respond to a security incident;

enforce the Agreement; or

comply with Applicable Law or valid legal process.

Access will be limited to authorized personnel and governed by the DPA.

Coly Assistant may permit an Individual User to hide a conversation from the user-facing conversation list, report a message, or provide positive or negative feedback. Hiding a conversation does not necessarily constitute deletion and does not alter applicable retention, backup, preservation, or legal-hold requirements.

If an Individual User reports a message or provides feedback, authorized Coly personnel may review the relevant message, conversation context, and feedback as reasonably necessary to investigate the issue and improve the Services.

Upon a documented request from Customer’s Authorized Data Request Contact, Coly may provide an available export of specified conversation data maintained on Customer’s behalf, including in connection with a serious safety incident, institutional investigation, legal hold, or death, subject to the DPA and Applicable Law. Coly does not independently determine whether Customer’s request, investigation, disclosure, or subsequent use of the data is appropriate.

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Personal Data and Product Improvement

Coly’s Processing of Personal Data in connection with Coly Assistant is governed by the DPA.

Customer instructs Coly to Process conversation data and related information as reasonably necessary to provide, operate, maintain, secure, support, evaluate, develop, and improve Coly Assistant and the Services, including to generate responses, maintain conversation history, provide user-directed functionality, transmit Individual User-initiated support requests, investigate reported messages or suspected misuse, troubleshoot technical issues, evaluate response quality, and test changes to functionality and operating instructions.

Coly will not use identifiable or pseudonymized conversation data:

for advertising;

to create an advertising profile;

to profile an Individual User for an unrelated purpose;

to assess or predict an Individual User’s mental health, emotional state, or risk of harm;

to make an automated decision producing legal or similarly significant effects; or

to train, fine-tune, or develop an artificial intelligence model, except with Customer’s express written authorization and as permitted by Applicable Law.

These restrictions do not apply to data anonymized so that it no longer constitutes Personal Data under Applicable Law. Coly may use such anonymized data for any lawful business purpose, including to develop, train, test, evaluate, maintain, and improve its products, services, artificial intelligence models, and related technologies, provided that Coly does not attempt to re-identify the data or disclose it in a manner that identifies Customer or an Individual User. Third-Party Technology

Coly Assistant may use third-party infrastructure, models, and artificial intelligence technology identified in the DPA or applicable Subprocessor list. Coly remains responsible for its obligations under the Agreement.

Coly may change the identity, type, or version of the technology used to provide Coly Assistant, provided that the change does not materially reduce the purchased functionality or the privacy and security protections required by the DPA.

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Disclaimers

The warranties and disclaimers in the SaaS Subscription Agreement apply to Coly Assistant.

Without limiting those terms, Coly does not warrant that Coly Assistant:

will produce accurate, complete, current, suitable, or consistent output;

will identify or respond appropriately to any particular statement or circumstance;

will detect a threat, emergency, policy violation, or legal concern;

will display crisis or safety information in every relevant circumstance;

will reflect Customer’s current policies or institutional resources;

will operate without interruption or error; or

is appropriate for every End User or intended use.

The parties acknowledge that Coly Assistant is not designed or offered as a professional, emergency, monitoring, safeguarding, compliance, or decision-making service.

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Relationship to the Agreement

The SaaS Subscription Agreement governs general access rights, intellectual property, confidentiality, fees, warranties, indemnification, liability, suspension, term, and termination. The DPA governs the Processing and protection of Personal Data. This Schedule governs the product-specific functionality, use restrictions, and responsibilities applicable to Coly Assistant.

If this Schedule conflicts with another part of the Agreement, the order of precedence stated in the Order Form applies. The DPA controls with respect to the Processing and protection of Personal Data.

This Schedule remains effective for as long as Customer has access to an activated Coly Assistant feature.

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