This Artificial Intelligence (AI) Addendum forms part of and is hereby incorporated into the Subscription Agreement. These terms apply to Customer’s use of features defined as “AI Features” contained within the CoLab Services. Any capitalized terms used but not defined herein have the same meaning as the same or substantially equivalent term in the Subscription Agreement.
“AI Features” means those features within the CoLab Services which use machine learning to infer and generate Output(s) from Input(s) they receive. AI Features include CoLab’s proprietary system prompts, queries, code and standard checklists. AI Features will be clearly identified within the CoLab Services.
“Input(s)” means (i) Customer Data and (ii) queries, prompts and checklists which are submitted to the AI Features by a User, and are processed and used by the Services to generate Output(s). Inputs as a whole are Customer Data. For avoidance of doubt, queries, and prompts created by CoLab within the Services and offered to the Users are not Inputs.
“Output(s)” means predictions, results, recommendations and outcomes generated by the AI Features and provided within the Services. Upon acceptance by a User, Outputs will be Customer Data.
“Third Party AI Providers” means third party service providers who provide AI and large language models and computational services used by the AI Features to process Inputs and generate Outputs.
1. Customer authorizes CoLab to process Inputs as required to provide the Output.
2. The AI Features use machine learning technology provided by third parties to provide support and process the Inputs. Customer authorizes CoLab to provide Inputs to the Third Party AI Providers.
3. Specifically, and without limiting the foregoing, Customer acknowledges, agrees and consents to the following:
a) CoLab will transmit Inputs to Third Party AI Providers in order to generate Output and will retrieve Output from the Third Party AI Providers; and
b) CoLab will transmit Inputs to the Third Party AI Providers only as necessary in order to provide the Services to the Customer; and
c) Inputs and Outputs will be deleted from Third Party AI Providers’ environments after processing as set out in Section 5 below.
4. Customer acknowledges and agrees that CoLab will engage Third Party AI Providers. A list of these Third Party AI Providers is attached to this Exhibit as Schedule A. Customer consents in general to the use of these Third Party AI Providers and their processing activities as it pertains to the Inputs.
5. CoLab has entered into data processing agreements with each Third Party AI Provider which ensures the confidentiality and security of the Inputs and Outputs. These data processing agreements will contain Zero Data Retention (ZDR) requirements and all Third Party AI Providers will be required to delete Inputs and Outputs after processing
6. Customer expressly agrees that CoLab may engage new Third Party AI Providers as necessary. CoLab shall provide notification of new Third Party AI Providers at least thirty (30) days before authorizing any new Third Party AI Providers. Customer may object to CoLab’s use of a new Third Party AI Provider by notifying CoLab promptly in writing at privacy@colabsoftware within fourteen (14) days of receipt of CoLab’s notice. CoLab and Customer may engage in discussions in good faith as to the suitability of a new Third Party AI Provider. If Customer continues to object to the use of a new Third Party AI Provider, Customer may terminate its use of AI Features by providing written notice to CoLab within thirty (30) days of receipt of CoLab’s notice and CoLab will remove Customer’s access to the AI Features.
7. CoLab shall be liable for the acts and omissions of the Third Party AI Providers to the same extent CoLab would be liable if performing the services of each Third Party AI Provider directly under the terms of this AI Addendum.
8. The CoLab Services will use Input with the AI Features to provide Output only to the Customer. Input will not be (a) used to train the AI Features in general or (b) used to train any models provided by the Third Party AI Providers or (c) commingled with other customers’ data to provide results to other customers or Third Party AI Providers.
9. The AI Features may (a) improve the result of a previously completed human activity and/or (b) detect decision-making patterns or deviations from prior decision-making patterns and/or (c) make suggestions to Users based on previous User activity within the Services and/or (d) generate Outputs based on models and information provided by Third Party AI Providers. Customer represents and warrants that it shall not use the AI Features to make decisions affecting the fundamental rights of individuals.
10. Output may contain errors and include inaccurate, inapplicable, inconsistent and unpredictable results. Output is provided “as-is” without warranty or guarantee of accuracy, quality or that it is free from errors. Customer is solely responsible for independently reviewing Output for usefulness, accuracy, quality, applicability and compliance with applicable laws before using the Output. Customer assumes all responsibility for the use of the Output generated by the AI Features.
11. For avoidance of doubt, the warranty disclaimers, indemnifications and limitations of liability sections outlined in the Agreement also apply to Customer’s use of the AI Features.
The AI Features use the following Third Party AI Providers:
Amazon Web Services (AWS)
Google Cloud
OpenAI
Anthropic
Microsoft Azure
Cloudflare
Datadog
