EXHIBIT A
AI TERMS
These terms (the “AI Terms”) set out the terms and conditions applicable to features which incorporate artificial intelligence models or tools made available by Company (“Company AI”). Company AI is a separately licensed Application under the Agreement. These AI Terms supplement and form part of the Agreement. The AI Terms take precedence over other Agreement terms in relation to Company AI. Capitalized terms used but not defined herein shall have the meaning given them in the Agreement.
1. DEFINITIONS.
“Input” means a query, prompt, request or other information, content or material submitted to the Company AI for the purpose of generating an Output.
“Output” means any data, text, content, sound, videos, software code, image, material, information, communication, and other outcome, action or result generated from use of the Company AI.
2. OWNERSHIP AND RESTRICTIONS.
2.1. Data. Customer retains all rights that Customer already holds in Input data that Customer or persons acting on Customer´s behalf provide to Company (“Input Data”). Customer grants to Company a non-exclusive, transferable, worldwide, perpetual, irrevocable, sublicensable (through multiple tiers), royalty-free and fully paid-up right and license to retain, transfer, disclosure, duplicate, analyze, modify or otherwise use Input Data to provide, protect, develop, operate, improve, support and train Company’s products, services and/or offerings. Company may use Input Data for any other purpose provided it is in an anonymized form that does not identify Customer or any data subjects.. Customer has sole responsibility for obtaining all consents and authorizations (including providing notices to users or third parties) and satisfying all requirements necessary to permit Company’s use of Input Data. Company may also use Input Data for any other purpose provided it is in an aggregated and/or pseudonymized form that does not identify Customer or any data subjects. Any personally-identifiable data contained within Input Data shall only be used or processed in accordance with Company’s policies relating to such use and in accordance with applicable laws. All information, analysis, insights, inventions and algorithms derived from Input Data by Company and/or its affiliates (but excluding Input Data itself) and any intellectual property rights related thereto, are owned exclusively and solely by Company and are Company´s Confidential Information. Customer consents to any transfer of Customer’s Input Data outside of its country of origin, except that personally-identifiable data remains subject to Company’s policies relating to such use and in accordance with applicable laws.
2.2. Inputs and Outputs. Customer retains rights to all Inputs and Input Data, and though Customer has a right to use Outputs generated by the Company AI, the Outputs are owned by Company (or third parties). Customer acknowledges and agrees that the Input Data and Outputs may be used to further enhance the Company AI. Further, due to the nature of an AI system, the Output may not be unique across users and the Company AI may generate or return the same or similar Output to other customers, Company or a third party. If Customer provides Company with written notice or otherwise decides that Customer no longer desires to use Company AI, Company is not required to retain the Inputs, any Input Data or Outputs used or otherwise processed in connection with the Company AI.
2.3. Inventions. All Intellectual Property and results of the Company AI, including software, models, designs, drawings, documents, inventions, and know-how (“Inventions”), conceived, or developed in connection with the Agreement, including any Customer suggestions, comments, or feedback regarding the Company AI and Company software or services are the sole property of Company and Customer assigns any rights it may have in such Inventions to Company. Customer has no right or license to Intellectual Property or Inventions provided by Company, except as granted in these AI Terms.
3. CUSTOMER FEEDBACK
Customer may voluntarily provide comments, suggestions, enhancement or modification requests, recommendations, proposals, ideas, and other feedback relating to the Company AI or otherwise (collectively, “Feedback”). Customer hereby assigns to Company (and shall cause its employees, contractors, and agents to assign to Company) all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any Feedback and intellectual property rights contained in the Feedback, for any purpose whatsoever, whether or not the Feedback was provided at Company’s request. Company is not required to hold any Feedback in confidence, pay compensation for any Feedback, implement or use any Feedback, or respond to any Feedback.