Terms of Service | NegotiateAI Copy

AI Terms

These AI Terms apply to the AI Features (as defined herein) provided as part of its services. Notwithstanding anything to the contrary in the Agreement (a signed agreement between NegotiateAI and its customer), in the event of a conflict between these AI Terms and any other terms in the Agreement, these AI Terms control with respect to any AI features.
Definitions. For purposes of these AI Terms, the following terms have the meanings set out below. Capitalized terms used but not defined in these AI Terms shall have the meanings set out in the Agreement.
"AI Customer Input" means Customer Materials that are (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Customer.
"AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by Customer, but expressly excluding Provider Outputs.
"AI Feature" means any feature, functionality, or component of the Services that constitutes AI Technology. An AI Feature is a Service for purposes of the Agreement.
"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
"API" means any application programming interface set forth in an SOW, made available by Provider in connection with an AI Feature, or otherwise necessary to use, integrate, or interoperate with an AI Feature. APIs are Services for purposes of the Agreement.
“Authorized Input Data” means AI Customer Input that is used for purposes of prompt engineering, retrieval-augmented generation (RAG), and/or changing infrastructure with respect to any Non-Storing AI Technology.
“Non-Storing AI Technology” means any AI Technology that, once fine-tuned, does not store or otherwise retain access to the specific data used during its fine-tuning process.
“Provider Outputs” means (i) information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to Authorized Input Data, (ii) any Provider IP, and (iii) any improvements, additions, or modifications to, or derivatives of any Provider IP, whether or not arising in connection with the use of any AI Feature, provided the same does not disclose any AI Customer Input.
"Standards" means commonly accepted industry standards and guidelines and standards implemented, promulgated, published, adopted, or recommended by any Governmental Authority or recognized standards organization, and relating or applicable to AI Technology.
"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the AI Features.
Intellectual Property Rights.
Ownership of AI Customer Input and AI Customer Output; Provider Outputs. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all AI Customer Input and AI Customer Output, including all intellectual property rights relating thereto. As between Customer and Provider, Provider is and will remain the sole and exclusive owner of all right, title, and interest in and to the Services and all Provider Outputs, including all intellectual property rights relating thereto.

Limited License and Restrictions on Use of AI Customer Input and AI Customer Output.
Subject to the terms and conditions of this Agreement, Customer hereby grants Provider a limited, royalty-free, fully-paid up, non-exclusive, non-transferable (except as permitted under the Agreement) right and license to Process the AI Customer Input and AI Customer Output and other Customer Materials strictly as contemplated by the Agreement or as instructed by Customer and solely as necessary to provide the Services for Customer's benefit as provided in this Agreement during its Term, and for such other purposes as may be set forth in the Agreement. Notwithstanding anything to the contrary, Provider may process and use anonymized and aggregated data derived from Customer’s use of the Services for improving the Services, provided such data cannot reasonably identify Customer or disclose any Confidential Information.
Provider shall not combine or commingle AI Customer Input or AI Customer Output with data or information of Provider or any third party, including Training Data, and shall logically segregate and isolate AI Customer Input and AI Customer Output from all such Provider and third-party data.
Provider shall not use or modify, or authorize any third party to use or modify, Customer Data, AI Customer Input or AI Customer Output or any other Confidential Information of Customer to develop, train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services or any other product or service, or as prompts for any AI Technology. For the avoidance of doubt, Provider shall not use any Authorized Input Data or any other Customer Data for purposes of training third party large language models (LLMs).
Confidentiality. AI Customer Input and AI Customer Output are and will remain the Confidential Information of Customer. All Provider Outputs are and will remain the Confidential Information of Provider.
Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that:
Provider is in material compliance with, and shall at all times maintain material compliance with, all applicable laws, rules and regulations applicable to Provider's design, development, training, use, and provision of the AI Features under this Agreement and the AI Features. Neither Provider's grant of the rights hereunder nor its design, development, training, use, or provision of any AI Features or performance of related obligations under this Agreement, or Customer's use of the AI Features in accordance with the Agreement, does or at any time will: (i) conflict with or violate any applicable law rule of regulation; (ii) require the consent, approval, or authorization of any governmental authority or other third party; (iii) violate any third-party contractual or other right; or (iv) except as contemplated in the Agreement, require the provision of any payment or other consideration by Customer to any third party. The foregoing representations and warranties shall not apply to, and Provider shall have no liability or obligation with respect to, any claim or issue arising from (1) the AI Customer Input or any other Customer Materials, (2) combination of Services or Deliverables with products, services, methods, content, data or other elements not furnished by Provider, (3) any access to or use of Services or Deliverables by or on behalf of Customer in a manner that violates this Agreement or the instructions given to Customer by Provider, or (4) any Third-Party Materials.
Provider shall promptly notify Customer in writing if it becomes aware of any change in any applicable law that would preclude Provider's performance of its material obligations related to the AI Features.
Provider, in accordance with applicable Standards, has implemented, maintains and will at all times maintain, and is and will at all times remain in material compliance with policies and procedures for the ethical, trustworthy, and responsible design, development, implementation, deployment, use, and provisioning of AI Technology incorporated into or used with, in connection with, or in support of the AI Features, including for: (i) transparency, explainability, accountability, safety, security, resiliency, privacy, fairness, mitigation and management of bias, accuracy, validity, reliability, human interpretability, and auditability; and (ii) ongoing monitoring, maintenance, and oversight of the AI Features and their performance.
Customer represents and warrants to Provider that it has all rights, licenses, consents and authorizations necessary to provide or make the AI Customer Inputs available to Provider hereunder, and that Provider’s access to and use of the AI Customer Inputs as contemplated hereunder will not infringe, violate, or otherwise misappropriate the intellectual property rights of any third party.

AI Terms

Definitions. For purposes of these AI Terms, the following terms have the meanings set out below. Capitalized terms used but not defined in these AI Terms shall have the meanings set out in the Agreement.

"AI Customer Output" means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by Customer, but expressly excluding Provider Outputs.

"AI Feature" means any feature, functionality, or component of the Services that constitutes AI Technology. An AI Feature is a Service for purposes of the Agreement.

"API" means any application programming interface set forth in an SOW, made available by Provider in connection with an AI Feature, or otherwise necessary to use, integrate, or interoperate with an AI Feature. APIs are Services for purposes of the Agreement.

“Authorized Input Data” means AI Customer Input that is used for purposes of prompt engineering, retrieval-augmented generation (RAG), and/or changing infrastructure with respect to any Non-Storing AI Technology.

“Non-Storing AI Technology” means any AI Technology that, once fine-tuned, does not store or otherwise retain access to the specific data used during its fine-tuning process.

"Standards" means commonly accepted industry standards and guidelines and standards implemented, promulgated, published, adopted, or recommended by any Governmental Authority or recognized standards organization, and relating or applicable to AI Technology.

Provider shall not combine or commingle AI Customer Input or AI Customer Output with data or information of Provider or any third party, including Training Data, and shall logically segregate and isolate AI Customer Input and AI Customer Output from all such Provider and third-party data.

Confidentiality. AI Customer Input and AI Customer Output are and will remain the Confidential Information of Customer. All Provider Outputs are and will remain the Confidential Information of Provider.

Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that:

Provider shall promptly notify Customer in writing if it becomes aware of any change in any applicable law that would preclude Provider's performance of its material obligations related to the AI Features.

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