Zingtree AI Terms & Conditions Addendum

These Zingtree AI Terms and Conditions (these “AI Terms”) supplement or amend Customer’s agreement with Zingtree, including, as applicable, the Master Services Agreement or other agreement (the “Agreement”).  All other terms and conditions of the Agreement not expressly modified by these AI Terms shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, and references in the Agreement to the “Services” shall include the AI Features (defined below), except as otherwise set forth herein.

BY ACCESSING OR USING THE AI FEATURES, CUSTOMER HEREBY ACKNOWLEDGES IT HAS READ AND UNDERSTOOD THESE AI TERMS AND AGREES TO BE BOUND BY THEM, IN ADDITION TO ANY OTHER TERMS AND CONDITIONS TO WHICH CUSTOMER HAS AGREED.  IF CUSTOMER DOES NOT AGREE TO THESE AI TERMS, CUSTOMER MAY NOT USE THE AI FEATURES.

1. AI Features. From time to time, Zingtree may introduce features and capabilities as part of the Services that utilize artificial intelligence, machine learning, or similar technologies (the “AI Features”). Customer may upload information, including Customer Data (collectively, “Input”), and receive output generated by the AI Features based on the Input (“Output”, and together with Input, the “AI Content”). Customer is solely responsible for the Input and for ensuring that the AI Content complies with applicable laws, these AI Terms, and the Agreement.
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2. Use.  Zingtree hereby grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Features during the Services Term. Zingtree and its licensors exclusively own all right, title, and interest in and to the AI Features, including all associated intellectual property rights. To the extent permitted by applicable third-party terms of service (“Third-Party Terms”), Zingtree hereby grants to Customer a non-exclusive, sublicensable, worldwide license in and to the Output during the Services Term.

1. Customer acknowledges and understands that the Input uploaded into certain AI Features is processed by third-party providers outside our hosted environment and that applicable Third-Party Terms govern the use of such AI Features and AI Content. Zingtree conducts thorough vendor reviews of third parties, assuring that they do not utilize data submitted to and generated through our API to train their AI models or improve their service offering. However, use of the AI Features is at Customer’s own risk and Zingtree does not make any representation or warranty with respect to security or control of the Input beyond these established practices. Customer may opt out of utilizing any AI Features processed by third-party providers by submitting written notification to Zingtree.
2. Customer acknowledges and understands that the Input uploaded into AI Features may alternatively be processed using third-party providers within Zingtree’s hosted environment, but in such cases, all data is stored and used only for internal purposes and to provide services to Customer by Zingtree. Customer expressly consents to Zingtree’s use, processing and storage of the AI Content to further develop, enhance, and improve the Services and the AI Features. Customer shall be solely responsible for any characterizations and representations that it makes related to the AI output to its end users, and shall indemnify and hold Zingtree harmless for any claims related to or arising from such actions.
   
   

3. DISCLAIMER.  THE AI FEATURES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZINGTREE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE OUTPUT OR THE ACCURACY, AVAILABILITY, RELIABILITY OR SUITABILITY FOR CUSTOMER’S NEEDS OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE OUTPUT IS AT CUSTOMER’S SOLE RISK AND ZINGTREE WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM CUSTOMER’S USE OF OR ANY ERRORS OR OMISSIONS CONTAINED IN THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT IT MAY NOT RELY ON FACTUAL ASSERTIONS IN THE OUTPUT WITHOUT INDEPENDENT FACT-CHECKING AND/OR REVIEW OF FUNCTIONALITY AND SUITABILITY. NO OUTPUT OR INFORMATION OBTAINED BY CUSTOMER FROM ZINGTREE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
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4. Indemnification.  In addition to any indemnification obligation set forth in the Agreement, Customer will indemnify, defend, and hold harmless Zingtree from and against all claims, liabilities, damages, losses, penalties, expenses and costs (including reasonable attorneys’ fees) arising out of any Claim against Zingtree and its Affiliates regarding (a) the AI Content, or (b) Customer’s breach of these AI Terms or Customer’s End Users’ use of the AI Features in violation of these AI Terms or the Agreement.

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