AI Addendum
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.
If Customer has registered for a workshop, trial or otherwise for free access to the AI Features, this addendum will govern access and use of the AI Features during the workshop, trial or otherwise. By accessing and using these AI Features either during a workshop or a trial, Customer agrees to the terms of this AI Addendum.
“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 proprietary system prompts, queries, code and standard checklists created by CoLab or used under license from third parties. 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, system prompts, queries, code and standard checklists and guidelines created or licensed 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 host and/or provide large language models used by the AI Features to process Inputs and generate Outputs.
- Customer authorizes CoLab to process Inputs as required to provide the Output.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- Output may contain errors and include inaccurate, inapplicable, inconsistent and unpredictable results. Output is provided 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.
- CoLab shall maintain a program designed to verify the accuracy, reliability and security of the AI Features (“AI Program”). Such AI Program shall include, at a minimum (i) oversight of AI Features and specific procedures and controls to ensure compliance with the requirements of this AI Addendum and the Subscription Agreement, (ii) testing of AI Features periodically for undesirable behaviors (such as bias, discrimination, or hallucination), ethical risks, or other potential issues, and prompt remediation of any deficiencies revealed by such evaluations, and (iii) periodic validation that the AI Features perform soundly and in accordance with the Documentation. CoLab shall also respond to Customer’s requests for information regarding CoLab’s AI Program and AI Features.
- CoLab shall perform appropriate due diligence on all Third Party AI Providers in order to : (i) identify the source(s) of the data used by the Third Party AI Providers to train the large language models; (ii) ensure that the large language models have been and are routinely tested by the Third Party AI Providers for undesirable behaviors (such as bias, discrimination and hallucinations) and ethical risks and (iii) ensure that the large language models provided by the Third Party AI Providers adhere to standards and regulations in the industry relating to the ethical and/or responsible design, development, testing, evaluation, validation, verification, and deployment of large language models.
- CoLab’s obligations in the Subscription Agreement with respect to the protection of Customer Data, including confidentiality, security, and privacy obligations, will apply to Customer Data accessed by or used with the AI Features.
Indemnification – AI Features
For the AI Features only - CoLab will defend Customer (including any Affiliates) against any claim, demand, suit or proceeding brought against Customer by a third party alleging that the Outputs infringe any such third party’s intellectual property rights, (each, a “Claim against Customer”) provided however that the Claim against Customer shall be limited or reduced to the extent that the third-party claim is based on any Inputs or Customer’s inappropriate use of the Input(s) with the AI Features. CoLab will indemnify Customer from any damages, attorney’s fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by CoLab of, a Claim against Customer.
For the AI Features only - Customer will defend CoLab (including any Affiliates) against any claim, demand, suit or proceeding brought against CoLab by a third party arising from Customer’s misuse or reliance on Output(s)(each, a “Claim against CoLab”). Customer will indemnify CoLab from any damages, attorney’s fees and costs finally awarded against CoLab as a result of, or for amounts paid by CoLab under a settlement approved by Customer of, a Claim against CoLab.
EXHIBIT A to AI ADDENDUM
THIRD PARTY AI PROVIDERS
The AI Features use the following Third Party AI Providers for Services provided in commercial environment:
Google Cloud
OpenAI
Amazon Web Services (AWS)
Microsoft Azure
Turbopuffer (Canada hosted environment only)
The AI Features use the following Third Party AI Providers for Services provided in GovCloud/FedRAMP-compliant environment:
Google Cloud
Amazon Web Services (AWS)