Date of Last Amendment: January 25, 2023

Thank you for visiting Passed.ai.

The Passed.ai website (“Website”) is owned and operated by Fractal SAAS Inc. (“Fractal SAAS,” “Passed.ai,” “we,” “us,” “our”) located in Collingwood, Ontario, Canada. As applicable, Fractal SAAS includes our shareholders, directors, officers, employees, contractors, freelancers, agents, representatives, successors, assigns, and affiliated and subsidiary companies.

The Website provides information about Passed.ai and the services we provide. These Terms outline (A) the terms and conditions of the purchase and use of our services, and (B) our mutual commitments with respect to your use of this Website.

These Terms also apply if you access our services by way of Passed.ai’s Chrome Extension, app.passed.ai, or our API.

By visiting or using the Website (or otherwise using our services), you agree to these Terms & Conditions of service (“Terms”). Please review them carefully. These Terms are a binding legal contract between you and us.

If you cannot agree to these Terms, please do not use our Website or otherwise purchase or use our services. If you have questions about these Terms, contact us at [email protected].

Please review our Privacy Policy. If you do not consent to our collection and use of personal information as explained in our Privacy Policy, please follow the procedures in that Policy.

We may amend these Terms without notice. Check them from time to time. If the Date of Last Amendment is more recent than your last visit, please review them again. Your continued use of the Website or purchase or use of our services after an amendment means you accept the new Terms.

A. The Purchase and Use of Our Services

1. Definitions

When we use the term, “Content,” we are referring to text written for Academic Purposes or intended to be used (i.e., read by others) in an academic setting. Essays, term papers, theses, dissertations, research papers, and articles submitted for publication in academic journals are examples of Content.

“Academic Purposes” means writing to demonstrate a student’s understanding of a subject or course of study. It typically requires the student to conduct independent research into a topic and to offer novel or novelly-articulated insights based on that research, all for the purpose of an instructor evaluating the student’s knowledge and understanding of the subject. Academic Purposes also means, with respect to theses, dissertations, treatises, articles, or research papers, writing to demonstrate a student’s mastery of the subject that may also add new information or insights to the corpus of knowledge on the subject. Academic Purposes also include writing for publication in academic journals.

“Original Content” is text written for Academic Purposes that is Unique and Human-Created.

“Unique” means the student claiming authorship researched and wrote the work themself specifically to complete the academic assignment at hand. In other words, unique means purpose-researched-and-written text that is not, in whole or in part, a word-for-word transcription of someone else’s work that the student submitting the work claims to have authored (i.e., not plagiarized).

“Human-Created” means not AI-generated, i.e., the text is written by a natural person, i.e., the student who presents it as their own work. AI-generated includes Content that is AI-generated and then edited or otherwise manipulated by (or on behalf of) the student who presents it as their own work.

2. Who Should Use Our Services

Our services are available to educators to help them identify Content that is not Original Content because it is (in whole or in part) a transcription of someone else’s work (Plagiarism Check) or it has been AI-generated (AI Scan).

3. How To Use Our Services

Our services, AI Scan and Audit Report, provide results that are probabilities and not definitive. Before, for example, disciplinary action can be taken or a decision could be made about whether or not to grant a degree or publish a paper, a comprehensive and objective investigation will be required to determine, to the standard of proof applicable in academia, that an essay, research paper, thesis, dissertation, article, or treatise was, in whole or in part, plagiarized or AI-generated.

OUR SERVICES INDICATE PROBABILITIES. THEY DO NOT DEFINITIVELY INDICATE THAT CONTENT IS OR IS NOT PLAGIARIZED OR AI-GENERATED. FURTHER INQUIRY OR INVESTIGATION IS ALWAYS REQUIRED TO MAKE A DETERMINATION.

4. AI Scan

Passed.ai is primarily designed to identify AI-generated academic writing. 

Our AI Scan service only processes documents in Google Docs format. To be processed, the Google Doc must be shared with the reviewer with Editor/Edit permissions. Without Editor/Edit permissions, we cannot scan the work

We appreciate we are being repetitive here, but please always be kept in mind that AI Scan results are probabilities and not definitive. Before disciplinary action can be taken or a decision made about whether or not to grant a degree or publish Content, a comprehensive and objective investigation would be required to determine, to the standard of proof applicable in academia, that an essay, research paper, thesis, dissertation, article, or treatise was, in whole or in part, AI-generated.

In the case of academic writing represented as AI-generated for the purpose of, for example, demonstrating an advance in AI writing technology, the same limitations on relying on AI Scan alone would apply. The point here is that a AI Scan score could very well indicate a very low probability of AI generation for text written by a new or substantially enhanced AI writing technology. However, such a result would not be determinative because it could mean either that the AI technology was, indeed, “new and improved” or that it was written or enhanced by a natural person. If AI Scan returned a score indicating a high probability that the text was AI-generated in such circumstances, it could be an indication that the AI technology being demonstrated was not as new or improved as the programmers believe.

5. Ownership of Content

We do not retain any copy of the written work. We may retain statistics specific to the written work. As between you and Passed.ai, you own and are responsible for the Content we use (process). To provide our services, we need your permission (license) to process your Content. Therefore, you grant us a license to process Content to

• Operate, provide, improve, troubleshoot, and debug our services (AI Scan and Audit Report).
• Developing new services or features.

The license you grant us is

• Worldwide and not time limited.
• Non-exclusive (you own your Content and can license it to other people or companies).
• Royalty-free (we don’t pay you for Content).
• Your license also permits our service providers to assist us to process your Content. 

The license you give us does not permit us to sell or license your Content to third-party data brokers, and we do not do so and, again, do not retain the content itself.

6. Your Content Responsibilities 

Although as between you and Passed.ai, you own and are responsible for the Content we process, we understand that you do not own the Content that students provide to you. 

This may mean that your responsibilities extend to obtaining students’ consent to your use of our services in connection with their Content. Alternatively, that consent may be included in the general consent students grant your organization/institution as part of the enrollment process. Alternatively, AI-generation detection may be a legitimate part of your “business” or the “business” of your organization/institution that does not require consent.

You should determine from your organization/institution if blanket consent to AI-generation detection is obtained from students or if it is the position of your organization/institution that consent is not required.

If you are unsure about consent, you should obtain each student’s written consent to the use of our services before processing their Content.

You should back up all Content (or advise your students to do so) and not do anything illegal or harmful with it (including violate any intellectual property laws).

7. What Happens When You Purchase Our Services

In order to use our services, you create an account and purchase a plan.

Our Starter and Teacher accounts/plans are for individuals. Our Institutional account/plan is for organizations.

Institutional account administrators have the option to add additional users to the account. Please note that by authorizing the use of the account by other users, the account administrator is accepting responsibility on the institution’s behalf to pay for scans carried out by all users. Institutional account administrators can see each team member’s activity on your Dashboard.

8. Pricing and Payment Processing

Our payment plan options are set out on the Website. We reserve the right to change our pricing at any time without notice.

Payments are processed by Stripe, a payment processing company. Although you enter your credit card information on our site when purchasing credits, we do not use, retain, or store the information. It is transmitted to Stripe which processes the charge to your credit card. Once transmitted, we do not have access to any of your financial information. 

Please note that when you provide us with your card information, you authorize Passed.ai to charge your card for monthly plan renewals until you cancel your account.

Additional payment options may be available for Institutional accounts. Please contact us through the Website.

9. Warranty

When you use Passed.ai’s Plagiarism Check service, you understand and acknowledge that when you scan Content, there will be situations where the extant text (i.e., the source of the plagiarized Content) will not be found and therefore not reported. In those instances, Plagiarism Check will report a false negative (low probability of plagiarism). If you have reason to believe Content may be plagiarized notwithstanding a Plagiarism Check report, you should conduct an investigation.

You acknowledge and understand that Plagiarism Check reviews a live index of Google search results. If the source of the plagiarized Content is not indexed by Google, Plagiarism Check will not detect it. 

You acknowledge and understand that the only warranty we provide concerning Plagiarism Check is that copies of extant text found will be reported, as will their locations.

Accordingly, you acknowledge and understand that Passed.ai is neither responsible nor liable to you or the organization/institution you work for or are otherwise associated with for the omission of evidence of extant text (the source of the plagiarized Content) from reports provided to you. Our Plagiarism Check service reports the results of a scan of a live index of Google search results. It does not itself scan the entirety of the Internet looking for extant text in scanned Content. If, for example, extant text has not been indexed at the time of a scan, it will not have been picked up by Google’s search engine and Plagiarism Check will not report it.

Passed.ai is also neither responsible nor liable in the event that its Plagiarism Check service returns a false positive, i.e., indicates a high probability that scanned Content is, in whole or in part, plagiarized. Directly compare Content identified as plagiarized to the purported extant text to determine if it is, in fact, plagiarized.

When you use Passed.ai’s AI Scan service, you understand and acknowledge that you will be provided with a score from 0 to 100 reflecting the likelihood that the content scanned was produced using one of the popular GPT-3, GPT-2, GPT-NEO, ChatGPT, or GPT-J based AI writing tools. You understand and agree that a score of, for example, 90 means that 1 time out of 10 AI Scan will incorrectly flag Content as probably AI-generated.

You acknowledge and understand that the only warranty we provide concerning AI Scan is that you will be provided with an assessment of the probability that Content is AI-generated. We do not guarantee the accuracy of the result (degree of probability). Nor do we guarantee that we will test Content for generation by all AI writing tools. AI writing tools are constantly being introduced and improved. We endeavour to correspondingly enhance AI Scan, but we do not guarantee our success in that regard. Should it be the case, the result of an AI Scan check may be that a determination of whether Content is AI-generated cannot be made.

Because its AI Scan service only reports a probability, Passed.ai is never responsible or liable for any actions taken or not taken based on a score reported, even if the score is 0% or 100%. If an AI Scan score gives you a reason to suspect content has been AI-generated, do not assert a probability as fact. Conduct an investigation by, for example, asking the content provider for research notes and early drafts or the revision history of the work.

10. Limited Liability

To the fullest extent that may be disclaimed at law:

(a) Without limiting the generality or applicability of section vii (Warranty) or the balance of this section viii, Passed.ai is not liable to you and/or your organization/institution for failures to perform, failures to perform as described, or for delays in the performance of any obligations described in these Terms or elsewhere on our Website whether such failure or delay resulted wholly or in part from any factor(s) within or beyond our direct and immediate control.

(b) We are not liable for costs or losses of any nature that you and/or your organization/institution incur as a direct or indirect result of using our services, including costs or losses resulting from delays in the delivery of our services, whether or not such delays are reasonable.

(c) We are not liable to you and/or your organization/institution for damages, costs, or losses resulting from disputes, including damages, costs, or losses of any nature that are the outcome of a legal dispute, between you and/or your organization/institutions and any student(s) or other person(s) whose Content you scan using one or another of our services even if the results we provided were wrong.

(d) We are not liable to you and/or your organization/institution in relation to the purchase and use or reliance on our services, or any delays related thereto whether within or beyond our control, whether for breach of contract, warranty, negligence, strict liability, in tort (including without limitation, negligence), or otherwise for pre-contractual or other representations (other than fraudulent misrepresentations) that result in (1) economic or commercial loss (including without limitation loss of revenue, profits, contracts, business, savings or anticipated savings); (2) any loss of goodwill or reputation; (3) any special, punitive, indirect, consequential, or incidental loss or damages (including without limitation, loss of use, loss of time, or inconvenience); whether such are suffered by you, your organization/institution, your agent, or a third party.

(d) In no event will our total liability to you and/or your organization/institution arising out of or in any way related to our sale of or your use of or reliance on one of our services exceed the total cost of the relevant scan.

11. Indemnification

You, on your own behalf and on behalf of your organization/institution, agree to indemnify and hold harmless Passed.ai, its directors, officers, employees, contractor, subcontractors, Website content contributors, agents, co-branders, suppliers, subsidiaries, parent companies, and affiliates from any and all liabilities, losses, claims (including, but not limited to, claims for injunctive relief), demands, disputes, damages, losses, liens, causes of action, suits, civil, criminal, statutory, or administrative actions or proceedings, fines, taxes, assessments, penalties, judgments, and/or other expenses of any kind, nature, or description whatsoever (including, but not limited to, Passed.ai’s legal fees and expenses and costs of investigation) resulting from or in any way connected with (1) your use of the service purchased from us; (2) your use of the results provided by one of our services; (3) your reliance for any purpose on results provided by one of our services; (4) privacy, tort, or other claims relating to the provision of personal information to Passed.ai that is not owned by you (which provision would be a violation of these Terms); and/or (5) your breach of these Terms. You warrant that you have the authority to bind your organization/institution in connection with this Indemnification.

12. Ownership of, and License to Use Content

Uploading content for the purpose of using our services has no impact on ownership of the content. In other words, Passed.AI acknowledges and agrees that it acquires no right, title, or interest in content uploaded on its Website. Further, if they are not the same party, uploading content to our Website has no impact on the respective intellectual property rights of the party that uploads the content and the party that claims authorship of the content.

In the alternative and without limiting the foregoing, Passed.AI hereby assigns to the party otherwise owing content uploaded to its Website all rights, title, and interests in and to the content it may have or acquire.

By uploading content to our Website, you grant to Passed.AI a perpetual, non-royalty-bearing, irrevocable, sublicensable, transferable, and worldwide license and right to retain and use an anonymized version of uploaded content to evaluate and improve our plagiarism and AI detection engines and services, i.e., to test and train our detection technology. If you are not the owner of the content, you warrant to us that you have the consent of the owner to grant us this license and you agree to indemnify us in accordance with the Indemnification section of these Terms should you fail to obtain the required consent.

In the spirit of transparency and user control, we also provide an option for you to decide whether or not your anonymized content can be used to improve our AI model. By default, according to these terms, you agree to let us use your anonymized content. However, you may change this at any time in your account settings. Should you decide to opt-out, it will affect both past and future data associated with your account, disallowing us from using it for our model improvement purposes. We firmly respect your choice and will act accordingly. The decision to contribute to our model’s improvement is at your discretion, and any change in your preferences will not affect your ownership of the content or our commitment to protecting your intellectual property rights.

13. Our additional remedies

In order to avoid irreparable injury to Passed.ai, in the event of your breach or threatened breach of these Terms, we may seek an injunction and/or other equitable relief restraining such breach or threatened breach in a court of law. Nothing in these Terms shall be construed as prohibiting us from pursuing any other remedies available for such breach or threatened breach, including the recovery of monetary damages from you and/or your organization/institution.

14. Other Terms and Conditions of the Purchase and Sale of our Services

Passed.ai may, at our discretion, assign, transfer, or subcontract any of our rights or obligations under these Terms to any third party. Any representations, warranties, and indemnification obligations made or undertaken by you, on your own behalf and on behalf of your organization/institution, will survive cancellation or termination of a transaction or your account or relationship with us.

Our delay in exercising any right or remedy under these Terms will never operate as a waiver of that right or remedy and will not affect our ability to exercise that right or remedy subsequently. We must agree to any waiver in writing.

These Terms supersede any other terms previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise.

You verify that any contact or other information provided to us in connection with a purchase and sale or possible purchase and sale is true and accurate.

15. Dispute Resolution

These Terms of Service and any agreement of purchase and sale between you and Passed.ai shall be construed and governed by the laws of the province of Ontario, Canada. Any matters in dispute between you, on your own behalf or on behalf of your organization/institution, and Passed.ai will be submitted to and determined by a court of competent jurisdiction in the province of Ontario. You irrevocably waive any claim of inconvenient forum.

B. Use of the Website

1. Your Rights

You are free to browse the Website without cost or obligation.

2. Your Obligations

You will only use the Website for lawful purposes.

Without our prior written consent, you may not:

• copy, reproduce, use, or sell content found on the Website;
• modify, distribute, or re-post any content on the Website for any purpose; or,
• use the content of the Website for any commercial purpose.

You agree that you will:

• not disrupt or interfere with the security of, or otherwise abuse, the Website or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or an affiliated or linked website;
• not disrupt or interfere with any other user’s use or enjoyment of the Website or an affiliated or linked website;
• not transmit through or on the Website any viruses or other harmful, disruptive, or destructive files;
• not use, frame, or utilize framing techniques to enclose Passed.ai’s trademark, logo, or other proprietary information (including images/text found on our Website, or the layout/design of any page or form on our Website) without our prior written consent;
• not reverse engineer or create derivative works based on our Website or any content available through our Website including, without limitation, any software;
• not use meta tags or any other “hidden text” utilizing Passed.ai’s name, trademark, logo, or other proprietary information without our prior written consent; and
• not obtain or attempt to obtain unauthorized access to our Website or areas of the Website that are restricted from general access.

3. Disclaimer of all Warranties with respect to Use of the Website

Our Website is provided on an “as-is” and “as-available” basis. Except as provided in these Terms and to the fullest extent permitted by applicable law, we expressly disclaim all warranties, express or implied, with respect to our Website or use thereof including without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our Website will meet your requirements or that access to it will be uninterrupted, timely, secure, error-free, or that defects, if any, will be corrected. Except as expressly provided in these Terms, we make no warranties with respect to the accuracy, quality, or reliability of the information on our Website.

You agree that any material and/or data downloaded or otherwise obtained from our Website is used at your own risk and that you will be solely responsible for any damage to your computer or device, or for loss of data, that results from the download.

4. Protection of our Intellectual Property rights and your license to use the Website

You agree that the content on our Website including text, graphics, software, sound (including spoken words and music), photographs, video clips, and content provided by sponsors, advertisers, or other users (“Intellectual Property rights”) is owned by Passed.ai or the applicable third party and is protected by copyright, trademark, patent, or other proprietary rights and laws.

You may not use or display any of our trademarks, logos, or service marks without our prior written consent. You may not use or display any other trademarks, logos, or service marks displayed on our Website without the permission of the owners.

You are granted a non-exclusive, non-transferable, revocable, limited license to view content on our Website for the purpose of obtaining information about and purchasing our services. Except as expressly provided in these Terms, nothing on our Website shall be construed as conferring any other license or right expressly, by implication, estoppel, or otherwise to any of Passed.ai’s or a third party’s Intellectual Property rights. All rights not expressly granted herein are reserved.

5. General Limitation on our Liability related to the use of our Website

You understand and agree that under no circumstances will we or our subsidiaries, affiliates, directors, officers, employees, contractors, subcontractors, Website content contributors, or agents be liable for any indirect, special, incidental, or consequential damages including, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services, or any other indirect, special, incidental, or consequential damages resulting from or associated with your use of our Website. This limitation applies regardless of the manner in which damages are caused or the theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise resulting from (1) the use of, or the inability to use, the Website; or (2) the cost of procuring substitute services.

6. Communication

You confirm that any contact information provided to us is true and accurate.

If you reach out to us, you consent to us contacting you. You also consent to receive e-mails from us or on our behalf relating to our services.

For further information, please review our Privacy Policy.

7. Other Terms of Use of our Website

Passed.ai may, at our discretion, assign, transfer, or subcontract any of our rights or obligations under these Terms to any third party. 

Our delay in exercising any right or remedy under these Terms shall never operate as a waiver of that right or remedy and shall not affect our ability to exercise that right or remedy subsequently. We must agree to any waiver in writing.

These Terms supersede any other terms previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise.

8. Termination of our Website

We may, in our sole discretion, terminate or suspend the operation of our Website or your use of our Website without prior notice to you. We may do so for any reason that we, in our sole discretion, determine to be appropriate.