This document is an addendum to the Agreement (as defined below) or a Product Attachment to the extent that the Agreement makes reference to Product Attachments. This Generative Artificial Intelligence Integration Product Attachment (this “AI Integration Product Attachment”) is entered into by Client and Firstup and is subject to and incorporates by reference the provisions of the Agreement. This AI Integration Product Attachment is effective as of the same date on which the Schedule to which this AI Integration Product Attachment is referenced is effective. Any capitalized terms not defined herein have the meanings ascribed to them in the Agreement.
Client can enter into and “accept” this AI Integration Product Attachment: (a) by clicking to accept or agree, where this option is made available to Client by Firstup in the user interface within the Platform; (b) where a link to this document appears in an order form, Schedule, or other document provided to Client by Firstup, by signing such document; or (c) by signing this document, if there is a designated area to sign or via electronic signature (e.g., Docusign). By accepting this AI Integration Product Attachment in any of the methods set forth above, you are representing that you are authorized to enter into these terms and conditions on behalf of your organization.
1. DEFINITIONS.
The following defined terms have the meanings set forth herein and may be used in Client’s ordering document or in online descriptions of Firstup’s product or services.
a. “Agreement” means the underlying subscription agreement entered into by and between Firstup and Client pursuant to which Client has licensed the Platform and includes the “General Terms” and the “Platform Product Attachment” to the extent that the Agreement makes reference to them.
b. “AI Integration” means an integration between the Platform and a Third Party AI Product that causes the Platform and such Third Party AI Product to interact by sharing data and/or creating interoperability (including, without limitation, Firstup’s CommunicationAI Integration).
c. “Client” means, if not identified as “Client” in the Agreement, “Customer” or similar designation.
d. “Client Content” means the data, information, and other content that Client transmits through the AI Integration.
e. “Firstup” means Firstup, Inc., together with its affiliated entities, including Dynamic Signal, Inc.
f. “Output” means any data, information, text, images, content, or other outcome generated by the Third Party AI Product through Client’s use of the AI Integration.
g. ““Platform” means (i) the software as a service which is hosted by Firstup (“Firstup Platform”) or Dynamic Signal, Inc. (“Dynamic Platform”), as applicable, or its hosting providers and which is accessed by Client and its Users via the internet, including mobile applications; and (ii) associated services, as more fully described in the applicable Schedule.
h. “Schedule” means ordering document/order form.
i. “Third Party AI Product” means one or more generative artificial intelligence product(s) provided by third parties.
j. “Third Party AI Terms” means the end user agreement, terms of use, or similar document, which governs the use of or access by Client to the applicable Third Party AI Product.
2. APPLICABILITY; THIRD PARTY AI TERMS.
2.1 This AI Integration Product Attachment is applicable to Client’s use of any AI Integration made available by Firstup.
2.2 Use of the Third Party AI Product is subject to the Third Party AI Terms identified on Exhibit 1 to this AI Integration Product Attachment, which is available at Exhibit 1, which may be updated from time to time by Firstup, in which case Firstup will change the last updated date at the top of the web page. Firstup may also provide additional notice of an update (such as by adding a statement in the documentation associated with the applicable AI Integration, sending its clients an email notification, or surfacing a notice in-product).
2.3 By using the AI 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 AI 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 Third Party AI Product. No rights to third-party products or services are granted by this AI Integration Product Attachment.
3. ACCESS TO DATA; INTELLECTUAL PROPERTY RIGHTS.
3.1 By using the AI 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 AI 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 AI 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 provider. Client represents and warrants that it has all rights in and to the Client Content necessary to use the AI Integration and Third Party AI Product as contemplated by this AI Integration Product Attachment.
3.2 Client consents to Firstup enabling the transmission of the Client Content for the purposes of the AI Integration. Client expressly agrees that Firstup reserves the right to disable or modify any AI Integration for any reasonable purpose (as determined by Firstup, in its discretion), and Client’s payment of fees for the Platform is not dependent on Firstup providing any AI Integration, except to the extent such fees are specifically related to such AI Integration, as set forth on an applicable Schedule. Use of Integrations are at Client’s option and are not required for Client’s use of the Platform. Therefore, Firstup will bear no liability for any harm caused to Client by the use of AI Integrations, except to the extent any such harm results directly from Firstup’s negligence.
3.3 As between the parties, Firstup and/or its licensors own all right, title, and interest in and to the AI Integration. Except for the express rights granted hereunder, Firstup and its licensors reserve all rights, title, and interest in and to the AI Integration.
4. DISCLAIMER OF WARRANTIES.
4.1 Client acknowledges and agrees that the AI Integration uses generative artificial intelligence, which is an experimental technology, and any Output may not meet Client’s desired use including, without limitation, that it may be inaccurate (e.g., Output may contain hallucinations), discriminatory, biased, infringing of third party rights, 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. 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 AI 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 AI Terms.
4.2 Client is responsible and liable for the Output and for evaluating and ensuring the accuracy of any Output as appropriate for its use case, including by using human review of the Output. Notwithstanding the terms of the Agreement, where appropriate or required by applicable law or regulation, Client will identify Output as having been generated using artificial intelligence and will provide its end-users with such notice.
4.3 WITHOUT LIMITING ANY DISCLAIMERS OF WARRANTIES IN THE AGREEMENT, FIRSTUP EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF THE AI INTEGRATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE AI INTEGRATION WILL MEET CLIENT’S REQUIREMENTS. THE AI INTEGRATION IS PROVIDED TO CLIENT ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. RESTRICTIONS ON AI INTEGRATION USE.
Client will not use the AI Integration: (i) in a manner that leads to or creates any discrimination or bias among individuals; (ii) for automated decision making with regard to any possible adverse decisions that may affect an individual (including, without limitation, hiring or firing decisions); (iii) to mislead any person that Output was human generated; (iv) in violation of any applicable laws, rules, or regulations; or (v) in connection with the inputting, processing, or uploading of Restricted Data.
Exhibit 1 to Generative Artificial Intelligence Integration Product Attachment
Applicable Third Party AI Terms
OpenAI: https://openai.com/policies/service-terms, including those terms located at https://openai.com/policies/usage-policies.
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