ARTIFICIAL INTELLIGENCE ADDENDUM
This Artificial Intelligence Addendum (the "Addendum") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
Each may be referred to as a "Party" and together as the "Parties." This Artificial Intelligence Addendum ("Addendum") supplements the Master Service Agreement between the Parties with an effective date of [effective date of the main agreement] (the "Agreement"). If there is any inconsistency between this Addendum and the Agreement on the subject of artificial intelligence features, this Addendum controls.
1. Scope of AI Features. This Addendum applies to the following artificial intelligence and machine-learning features made available under the Agreement: [description of the AI features] (the "AI Features"). Capitalized terms used but not defined in this Addendum have the meanings given in the Agreement. "Customer Data" means data, content, and materials the Customer or its users submit to the AI Features, including prompts.
2. Permitted Use. The Provider may use the AI Features to deliver the services under the Agreement, subject to the limits in this Addendum. The Customer will not use the AI Features to develop a competing model, to reverse engineer the Provider's systems, or in any way that violates applicable law.
3. Training and Fine-Tuning. The Provider will not use Customer Data, prompts, or outputs to train, fine-tune, or otherwise improve any model, except as needed to provide the AI Features to the Customer under the Agreement.
4. Prompts and Outputs. As between the Parties, the Customer owns prompts it submits and outputs generated for it by the AI Features, excluding the Provider's models, tools, and pre-existing materials, which remain the Provider's property. Nothing in this Addendum transfers ownership of either Party's pre-existing intellectual property.
5. Human Oversight. The Customer remains responsible for human review of AI outputs before relying on them for hiring, credit, housing, insurance, medical, or other decisions with legal or similarly significant effects on individuals. The Provider does not warrant that AI outputs are accurate, complete, or fit for a particular decision without that review.
6. Model Providers and Subprocessors. The Provider may use third-party model hosts and subprocessors to operate the AI Features, and remains responsible for their performance as if the Provider performed the work itself. On request, the Provider will identify material model subprocessors used for the Customer's instance.
7. Security and Logging. The Provider will apply security measures to the AI Features that are no less protective than those required for Customer Data under the Agreement. The Provider may log prompts, outputs, and related telemetry for security, abuse prevention, and product reliability, and will retain those logs for no more than 90 days unless a longer period is required by law or by an active investigation.
8. Transparency. Where an end user interacts directly with AI-generated content from the AI Features, the Provider will take commercially reasonable steps to disclose that the content is machine-assisted or AI-generated, unless the Customer controls that disclosure surface itself.
9. AI Disclaimer. AI Features may produce inaccurate, incomplete, or unexpected outputs. Except for obligations expressly stated in this Addendum or the Agreement, the Provider disclaims warranties that AI outputs will be error-free or appropriate for unsupervised use.
10. Governing Law. Unless the Agreement provides otherwise, this Addendum and matters relating to it are governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
11. General. This Addendum, together with the Agreement, is the entire agreement between the Parties about the AI Features and may only be amended by a writing signed by both Parties. This Addendum may be executed in counterparts, including electronic copies, each of which is an original and which together form the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Effective Date.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]