These Generative Artificial Intelligence Beta Integration Supplemental Terms (“AI Integration Terms”) form a part of the existing software as a service subscription agreement (the “Agreement”) between the entity identified in the signature block below as “Client” and Firstup, Inc. and/or its affiliates including Dynamic Signal, Inc. (collectively, “Firstup”) and is applicable to Client’s use of Firstup’s beta CommunicationAI integration (the “Beta Integration”).
1. Applicability of Third Party Terms
The Beta Integration is an integration between Firstup’s software as a service platform (the “Platform”) for which Client has an existing license pursuant to the Agreement and third party generative artificial intelligence product(s) (the “Third Party AI Product”).
Use of the Third Party AI Product is subject to certain terms of use as determined by the provider of the Third Party AI Product (the “Third Party Terms”). The Third Party Terms applicable to the Third Party AI Product with which the Beta Integration integrates are listed in Exhibit A, which exhibit may be updated from time to time by Firstup by providing the updated version to Client or by providing Client with notice of the update along with access to a web page where the applicable Third Party Terms are listed.
By using the Beta Integration, Client expressly agrees that Firstup will be deemed to be third party beneficiary with respect to any disclaimer of warranty, indemnification obligation, limitation of liability, and other provision in favor or protective of the Third Party AI Product provider as set forth in the Third Party Terms and will be treated by Client the same as the Third Party AI Product provider with respect to those provisions. Client further agrees to defend, indemnify, and hold harmless Firstup from any claims arising out of Client’s use of the Beta Integration and Third Party AI Product. No rights to third-party products or services are granted by these AI Integration Terms.
2. Beta Version
The Beta Integration is not considered “products,” “services,” “software,” or other similar designation under the Agreement (the “Products”) for purposes of any representations, warranties, commitments, limitation of liability or agreements of Firstup; however, all restrictions and limitations applicable to Client’s use of the Products will apply to the Beta Integration. Firstup may change, modify, or discontinue the Beta Integration at any time in its sole discretion and may never make it generally available. Client expressly agrees that Client’s payment of fees for the Platform is not dependent on Firstup providing the Beta Integration. Use of the Beta Integration is at Client’s option and is not required for Client’s use of the Platform. Client may cease its use of the Beta Integration at any time, in its sole discretion. To the extent that the Agreement contains any service level agreement or similar obligations applicable to Firstup’s performance (“SLA Obligations”), those SLA Obligations do not apply to the Beta Integration.
3. Intellectual Property Rights
As between the parties, Firstup and/or its licensors own all right, title, and interest in and to the Beta Integration. Except for the express rights granted hereunder, Firstup and its licensors reserve all rights, title, and interest in and to the Beta Integration. As between the parties, Client will own Client’s data, information, and content that it transmits through the Beta Integration (the “Client Content”). Client hereby grants to Firstup a license to: (i) use Client Content for purposes of the provision, maintenance, or support of the Beta Integration and the Platform; (ii) communicate with Client’s users who have initiated a request for information from Firstup as part of their use of the Beta Integration and Platform; (iii) use Client Content in non-personal, anonymized, and aggregated form (e.g., for the analysis and improvement of its products and services) provided that such information is not traceable back to Client or a User; (iv) provide access to Client Content to Firstup’s contracted third parties and vendors solely as necessary to provide the Beta Integration and Platform or as requested by Client or its users; (v) communicate with Client and/or its users regarding the Beta Integration or Platform; (vi) modify the Client Content at Client’s request; and (vii) use Client Content as otherwise permitted or required by applicable law.
4. Access to Data
By using the Beta Integration, Client agrees that Firstup will enable the Third Party AI Product provider to access Client Content solely for the interoperation of such Third Party AI Product with the Platform via the Beta Integration, and any exchange of data or other interaction between Client and the Third Party AI Product provider via the Third Party AI Product is solely between Client and such third party provider pursuant to the applicable Third Party Terms. Firstup will not be responsible for any disclosure, modification or deletion of Client Content resulting from any such access by the Third Party AI Product or third party providers. Client represents and warrants that it has all rights in and to the Client Content necessary to use the Beta Integration and Third Party AI Product as contemplated by these AI Integration Terms.
5. Disclaimer of Warranties
Client acknowledges and agrees that the Beta Integration has not been fully tested and that generative artificial intelligence uses experimental technology, and any output generated therefrom that is provided back to Client (the “Output”) may not meet Client’s desired use including, without limitation, that it may be inaccurate, offensive, or duplicative of content generated by generative artificial intelligence for others. Client must use discretion when relying on, publishing, distributing, or otherwise using any Output resulting from the use of the Beta Integration. As between the parties, to the extent permitted by applicable law, Client will own the Output; provided, however, Client acknowledges and agrees that the use of the Third Party AI Product may produce similar output by other Firstup customers and/or other third parties using the Third Party AI Product or similar generative artificial intelligence tools, and Client’s rights in the Output may not be enforceable. Client expressly agrees that Firstup will have no liability for any harm or damage arising out Client’s use of the Beta Integration and/or Third Party AI Product. Client further acknowledges and agrees that the Third Party AI Product providers disclaim all representations and warranties, whether express, implied, statutory, or otherwise, and will have no liabilities or obligations with respect to the Output, except as expressly set forth in the applicable Third Party Terms.
Client is responsible for evaluating and ensuring the accuracy of any Output as appropriate for its use case, including by using human review of the Output. Where appropriate, Client shall identify Output as having been generated using artificial intelligence.
WITHOUT LIMITING THE FOREGOING, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT THE BETA INTEGRATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND FIRSTUP, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE BETA INTEGRATION IS ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE BETA INTEGRATION WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT CLIENT’S USE OF THE BETA INTEGRATION WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE BETA INTEGRATION WILL MEET CLIENT’S REQUIREMENTS.
6. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, FIRSTUP IS AND WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING INDIRECT DAMAGES OR LOSSES FOR NEGLIGENCE, LOST PROFITS OR REVENUE, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF CLIENT’S USE OF THE BETA INTEGRATION. THE TOTAL AGGREGATE LIABILITY OF FIRSTUP TO CLIENT REGARDING THE BETA INTEGRATION IS LIMITED TO DIRECT DAMAGES INCURRED IN AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100). ANY AND ALL LIMITATIONS OF CLIENT’S LIABILITY SET FORTH IN THE AGREEMENT WILL NOT APPLY TO CLIENT’S USE OF THE BETA INTEGRATION OR THIRD PARTY AI PRODUCT.
7. Governing Law, Venue, and Order of Precedence
These AI Integration Terms will be governed by the same laws governing the Agreement, and the venue for any litigation will be as set forth in the Agreement. In the event of a conflict or inconsistency between the Agreement and these AI Integration Terms or any other agreement between the parties, the parties agree that these AI Integration Terms shall govern with respect to Client’s use of the Beta Integration.
Exhibit A
Applicable Third Party Terms
OpenAI: https://openai.com/policies/service-terms, including those terms located at https://openai.com/policies/usage-policies.
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