Last Updated on: 16 Oct 2023
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 terms of the Agreement. Customer is responsible for ensuring it, and its Authorized Users’, use ofthese AI-enabled features comply 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:
2.1 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 the Customer.
2.2 Accuracy: The underlying AI technology may, in some cases, provide incorrect, inaccurate, or otherwise inappropriate information. Customer is responsible for ensuring 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:
3.1 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.
3.2 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 or with the AI Services must be owned by or validly licensed to Customer on terms that permit its use in or with the AI Services.
3.3 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.
4. Content Ownership: As between Customer and Supplier and subject to the other terms and conditions set forth in this Appendix A, Customer shall own all Customer Content generated by the AI Services. For the avoidance of doubt, Supplier claims no ownership rights in or to the Customer Content generated by the AI Services, but does not provide any representation or warranty with respect to the ownership thereof or any other rights thereto.
5. Customer Review: Customer is solely responsible for reviewing, editing, or amending any Customer Content generated by the AI Services before publishing or using such Customer Content.
6. Disclosure of the Use of AI: Customer is responsible for ensuring that any Customer Content created with the assistance of the AI Services includes appropriate disclosures sufficient to inform third parties of the role of AI and the AI Services in the creation of that Customer Content, such as:
This content was generated in part with OpenAI’s large-scale language-generation model. Upon generating draft language, we reviewed, edited, and revised the language and we take ultimate responsibility for the content of this publication.
7. Third Party Terms: The AI Services are provided by a third party, OpenAI, LLC, and Supplier makes no representations with respect to the safety of the underlying AI technologies provided by this third party or whether the use of these technologies is appropriate to you. Please refer to Section 11 Third-Party Terms of the Agreement for additional information concerning the use of integrated third-party software.
* An exclusive feature of TalentLMS+ beta services under section 16.4 of the Agreement.