AI Standard Clauses

AI Standard Clauses (Version 1.0)

AI Terms Addendum

Under Agreement: [underlying agreement]

The following terms ("AI Terms") are hereby added to and become part of the Agreement as Additional Terms. Capitalized terms not defined in these AI Terms have the meanings given in the Agreement. The Agreement applies to the AI Features as part of the Cloud Service with the following modifications.

Use of AI Features. Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features ("Inputs") and receive outputs from the AI Features ("Outputs").

"AI Features" means(select one):

Large language models (LLMs) or other machine learning or artificial intelligence features of the Cloud Service.

[other ai features]

Training(select one):

Training on Inputs/Outputs prohibited

Provider may not use Inputs or Outputs to train or otherwise improve AI Features.

Training permitted solely for Customer's benefit

Provider may not use Inputs or Outputs to train or otherwise improve AI Features, except solely for the benefit of Customer.

Training permitted if Inputs/Outputs are de-identified and aggregated

Provider may use Inputs and Outputs to train or otherwise improve the AI Features, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer, its Users or any other person and (b) aggregated with data across other customers. For these purposes (and without limiting Customer’s other obligations with respect to Customer Data generally), such data is provided by Customer to Provider strictly "AS IS".

Other: [other training]

Intellectual Property:

A. Inputs(select one):

Customer owns Inputs as Customer Data

Inputs are deemed to be Customer Data, subject to these AI Terms.

Customer owns Inputs – alternative formulation

Except for Provider’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer’s Inputs.

Other: [other inputs ip].

B. Outputs(select one):

Customer owns Outputs as Customer Data

Outputs are deemed to be Customer Data, subject to these AI Terms.

Customer granted right to use Outputs

Customer is authorized to use Outputs subject to the Agreement, including the AUP and these AI Terms.

Customer granted right to use Outputs – alternative formulation

Subject to the Agreement (including the AUP and these AI Terms), Provider hereby grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs.

Other: [other outputs ip].

Similar Outputs. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Provider to others.

Infringement by Outputs(select one).

Provider disclaims infringement liability for Outputs

Due to the nature of the AI Features, Provider does not represent or warrant that (a) any Output does not incorporate or reflect third-party content or materials or (b) any Output will not infringe third-party intellectual property rights. Claims of intellectual property infringement or misappropriation by Outputs are not included in Provider-Covered Claims.

Provider offers infringement representations or indemnity for Outputs

Provider makes the representations or offers the indemnification with respect to infringement or misappropriation of third-party intellectual property rights by Outputs specified in Exhibit A.

Other: [other infringement].

Disclaimer. Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Provider. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications. The warranty disclaimers and limitations of liability in the Agreement for the Cloud Service apply to the AI Features.

Third-Party Providers(select any that apply).

Provider has specified in Exhibit A any third parties that provide the AI Features.

Customer agrees to abide by any third-party terms and conditions relating to the AI Features specified in Exhibit A ("Third-Party Terms").

This section does not modify Section 22.10 (Subcontractors) of the Agreement.

Special Restrictions on Use of AI Features(select one).

Customer will comply with the special restrictions on use of the AI Features specified in Exhibit A (if any).

The following restrictions are deemed part of the AUP under Section 9.1 (Compliance) of the Agreement. Without limiting any restrictions on use of the Cloud Service in the Agreement, Customer will not and will not permit anyone else to:

use the AI Features or any Output to infringe any third-party rights,

use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Cloud Service under this Agreement),

represent any Output as being approved or vetted by Provider,

represent any Output as being an original work or a wholly human-generated work,

use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with Laws, or

use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.

Exhibit A

Third-Party Providers (if any):

Providers:

Third-Party Terms:

Infringement by Outputs (if any related provisions):

Special Restrictions on Use of AI Features (if any):