Artificial Intelligence Terms and Conditions

These Provider AI Terms and Conditions (these “AI Terms”) supplement or amend Customer’s agreement with Provider, including, as applicable, the Software-as-a-Service Terms and Conditions and/or any other agreement between Customer and Provider (the “Agreement”). If any provision in the Agreement conflicts with these AI Terms, the terms of these AI Terms shall control. All other terms and conditions of the Agreement not expressly modified by these AI Terms shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, and references in the Agreement to the “Services” shall include the AI Features (defined below), except as otherwise set forth herein.

BY ACCESSING OR USING THE AI FEATURES, CUSTOMER HEREBY ACKNOWLEDGES IT HAS READ AND UNDERSTOOD THESE AI TERMS AND AGREES TO BE BOUND BY THEM, IN ADDITION TO ANY OTHER TERMS AND CONDITIONS TO WHICH CUSTOMER HAS AGREED. CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER DOES NOT AGREE TO THESE AI TERMS, CUSTOMER MAY BE PREVENTED FROM USING THE AI FEATURES OR THE SERVICES.

1. AI Features. From time to time, Provider may introduce features and capabilities as part of the Services that utilize artificial intelligence, machine learning, or similar technologies (the “AI Features”). Customer may upload information, including Customer Data and User Content (collectively, “Input”), and receive output generated by the AI Features based on the Input (“Output”, and together with Input, the “AI Content”). Customer is solely responsible for the Input and for ensuring that the AI Content complies with Applicable Laws, these AI Terms, and the Agreement.

2. Use. Subject to Section 7 of the Terms and Conditions, provider hereby grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Features during the Subscription Term. Provider and its licensors exclusively own all right, title, and interest in and to the AI Features, including all associated intellectual property rights. To the extent permitted by applicable third-party terms of service (“Third-Party Terms”), Provider hereby grants to Customer a non-exclusive, sublicensable, worldwide license in and to the Output during the Subscription Term.

3. Restrictions. Customer will not, unless permitted by express written consent from Provider:

1. use any Provider Content in connection with the development of any software program, such as a competing service including, without limitation, training any artificial intelligence tools for any purpose, such as the purpose of developing content or large language model training; or

2. use Provider Content in connection with any third-party artificial intelligence tools for the purpose of deriving any profit or other financial gain.

4. AI Security.  Provider may use aggregated, de-identified Customer Data across its products to train and enhance its artificial intelligence and machine learning models. Provider will ensure no Personal Data can be isolated or exposed in this process. 

The following terms apply to client based within the EU:

5. EU AI Restrictions. Customer will not, unless permitted by express written consent from Provider:

1. use Provider data, AI features, Content or Output in any manner that violates applicable laws, regulations or guidelines, including but not limited to the EU AI Act

2. sub-license, sell, lease or otherwise distribute AI Features, Content or Output to any third parties.

6. Transparency, Accountability, Governance & Oversight.

The provider shall ensure that:

1. AI features designed, developed, and deployed in a manner that is transparent, traceable, and auditable,

2. clear and understandable information about the AI system’s capabilities, limitations, and potential risks is available to customers

3. implements appropriate data governance measures to ensure the accuracy, relevance, and proportionality of the AI Features, and conducts regular risk assessments to identify and mitigate potential risks.

4. AI Features are designed with appropriate human-machine interface tools to enable effective human oversight, including the ability to monitor, interpret, override, or stop the system when necessary

The Customer shall ensure that:

1. AI features, AI Input and AI Output are deployed in a manner that is transparent, traceable, and auditable,

2. clear and understandable information about the AI system’s capabilities, limitations, and potential risks is available to end users,

4. implements appropriate data governance measures to ensure the accuracy, relevance, and proportionality of the AI inputs and AI Outputs, and conducts regular risk assessments to identify and mitigate potential risks.

4. AI Features, AI Inputs and AI Outputs are deployed with appropriate oversight and governance enable effective human oversight, including the ability to monitor, interpret, override, or stop the system when necessary