TalentCards

Software as a Service Terms and Conditions

Last Updated: October 22th, 2024

Appendix A. AI Terms of Use

  1. Generally: This Appendix A of the Agreement governs Customer’s use of Artificial Intelligence (“AI”) enabled features of the Services (“AI Services”), and amends but does not replace the terms of the foregoing Agreement. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. For the avoidance of doubt, the AI Services constitute an integral part of the Services, as defined in the Agreement. Customer is responsible for ensuring that Customer’s and its Authorized Users’ use of the AI Services complies with the terms of the Agreement generally, and this Appendix A specifically. In the event of a conflict between the Agreement and this Appendix A, the terms of this Appendix A shall govern.

  2. Assumption of Risk: Customer understands and acknowledges that generative AI — a form of AI that “generates” new data based on models developed using existing data —is a developing technology; the potential risks inherent to this technology may not be fully understood, and fulsome safeguards may not be fully developed. Supplier disclaims all liability resulting from Customer’s use of the AI Services, and makes no representation or warranty, express or implied, concerning the extent to which Customer’s use of the AI Services or the output of such AI Services is appropriate, permissible, lawful, accurate, correct, or otherwise suitable for the Customer or its intended use. By using the AI Services, Customer assumes any and all risk of any nature, including, but not limited to:

    1. Legal and Regulatory Risk: Applicable regulators, law enforcement, or other governmental entities may determine that the underlying AI technology or the use thereof, in whole or in part, is unlawful, or must be changed, redesigned, or otherwise rebuilt to comply with applicable laws, which may result in the AI Services being disabled or suspended, or a prohibition on the use of Customer Content generated by such features. There is also risk that in the above instances, regulators, law enforcement, or governmental entities may determine that Customer’s use of the AI Services is or was unlawful, which could result in legal action against the Customer. Furthermore, it may be determined that the model, training data, software, or other component of the underlying AI technology, or the use thereof, infringes, misappropriates, or otherwise violates third-party intellectual property rights. In such an instance, there is risk that those third parties could enjoin further use of the underlying AI technology or bring other legal action against Customer.

    1. Accuracy: The underlying AI technology may, in some cases, provide incorrect, inaccurate, or otherwise inappropriate information. If Customer does not agree with this assumption of risk, Customer should not use the AI Services. Customer is responsible for ensuring that any Customer Content generated by AI Services, including any language translation, is true, correct, accurate, or otherwise appropriate for the Customer’s purposes.

  3. Appropriate Use: Customer’s use of the AI Services must comply with the following requirements:

    1. Consent: Before using certain AI Services, Customer and its Authorized Users may be required to affirmatively consent to the use of such feature. Customer agrees, to the extent required by applicable laws, that it is responsible for disclosing to its Authorized Users that their use of the AI Services will involve interactions with AI technologies, including, in some cases, AI-enabled chatbots.

    2. Compliance with Laws: Customer agrees to and is responsible for ensuring its use of the AI Services complies with all applicable local, state, provincial, national, federal and foreign laws.

    3. Non-Infringement: Customer’s use of the AI Services must not infringe, constitute the misappropriation of or otherwise violate any third-party intellectual property rights. Without limiting the generality of the foregoing, all data, content, information and other materials used by Customer in connection with the AI Services must be owned by or validly licensed to Customer on terms that permit its use in connection with the AI Services.

    4. Personal Data: Customer may not provide to the AI Services any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, or any other information considered “personal data”, “personal information”, “personally identifiable information”, or similar terms under any applicable laws.

    5. Prohibition on High-Risk Uses: The AI Services are not intended to be used to make or as a substantial factor in making, and Customer may not use the AI Services to make or as a substantial factor in making, consequential decisions, as such term is defined under applicable law, or in any way that would qualify the AI Systems as high-risk (or similar term) under applicable Law. The AI Services may not be used to create, publish, or disseminate any content that is discriminatory or harmful. Customer agrees that it will take all necessary steps to ensure its Authorized Users comply with these requirements.

  4. Content Ownership: As between Customer and Supplier and subject to the other terms and conditions set forth in this Appendix A and applicable law, to the extent that any Customer Content is generated by the AI Services, Customer shall own all such Customer Content, and Supplier hereby assigns to Customer any right, title or interest it has, if any, in or to any such Customer Content. For the avoidance of doubt, Supplier claims no ownership rights in or to the Customer Content generated by the AI Services and, notwithstanding anything to the contrary set forth herein or in the Agreement, does not provide any representation or warranty with respect to the ownership thereof or any other rights thereto.

  5. Customer Review: Customer acknowledges and agrees that it is solely responsible for reviewing, verifying, editing, amending, or evaluating the appropriateness of any output generated by the AI Services before using, publishing, or relying on any such output, to include ensuring such output does not contain discriminatory or harmful content and otherwise complies with applicable law as may be in effect at the time.

  6. Disclosure of the Use of AI: Customer agrees that it will take all steps necessary to properly disclose the source of any Customer Content created with the assistance of the AI Services , as may be required by applicable law.

  7. Third Party Terms: The AI Services incorporate AI technologies provided by third parties, including, without limitation, OpenAI, LLC and Stability AI. To the extent that such AI technologies are incorporated into the Services, Supplier makes no representations with respect to the safety of such underlying AI technologies provided by any such third party, or as to whether the use of these technologies is appropriate to Customer. Please refer to Section 11 of the Agreement (“Third-Party Terms”) for additional information concerning the use of integrated third-party software.