The following terms (“AI Terms”) are hereby added to and become part of the Agreement (as defined herein). Capitalized terms not defined in these AI Terms have the meanings given in the Agreement. The Agreement applies to the AI Features (as defined herein) provided as part of the Service with the following modifications.
These AI Terms are effective between Subscriber and Vena as of the earlier of the (i) effective date of the executed MSA and/or Order Form in respect of the provision of the AI Features, and (ii) date the Subscriber or a User commences use of the AI Features.
These AI Terms were last updated on May 9, 2024.
- Definitions:
A. “Agreement” means that the MSA, together with any Order Forms, Appendices, Statements of Work and Descriptions of Services (each as defined in the MSA) executed by Vena and Subscriber or incorporated therein by reference, as same may be amended from time to time.
B. “AI Features” means large language models (LLMs) or other machine learning or artificial intelligence features of the Service, including Vena Copilot.
C. “MSA” means those certain Master Subscription Agreement Terms and Conditions entered into between Vena and Subscriber in respect of the provision of Services by Vena to Subscriber, if any. Where the Parties have executed a similar agreement instead of such Master Subscription Agreement Terms and Conditions, then the MSA shall be deemed to refer to such similar agreement, mutatis mutandis.
D. “Party” means either Vena or Subscriber, and “Parties” means both Vena and Subscriber.
E. “Sub-Processors” means any Vena sub-processor that processes any Subscriber Data in connection with the AI Features, as listed on Vena’s website and available here as of the date hereof, as may be amended from time to time.
F. “Subscriber” means the Subscriber contracting entity that is party to the Agreement.
G. “Vena” means the Vena contracting entity that is party to the Agreement, being Vena Solutions Inc. or one of its affiliates.
- Use of AI Features. Subscriber and Users may submit Subscriber Data (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”).
- Availability and Modification of AI Features. Vena does not guarantee the availability of the AI Features in any or all geographical regions during the Term. Notwithstanding anything to the contrary in the Agreement, (A) Vena shall not be liable for any production downtime impacting the AI Features, including any such downtime that results, in whole or in part, from the act or omission of a third party, including any Sub-Processor, and (B) Vena may make changes to the AI Features that reduce or modify the functionality provided to Subscriber during the Term at any time in Vena’s sole discretion.
- Subscriber Responsibilities.
A. Subscriber is responsible for any Inputs that Subscriber or Users upload or submit to the AI Features, including any text, images, or other content.
B. Subscriber is responsible for its receipt, review and use of any Outputs, including any responses, suggestions, formula, or any other content generated by the AI Features based on Subscriber’s or Users’ Input. Subscriber is also responsible for all decisions made, advice given, actions taken, and failures to take action based on Subscriber’s and Users’ use of the AI Features. AI Features use machine learning models that generate predictions based on patterns in data. Outputs generated by the AI Features are probabilistic and should be evaluated for accuracy as appropriate for Subscriber’s and Users’ use cases, including by employing human review of such Outputs.
- AI Features Development and Improvement. Notwithstanding anything to the contrary in the Agreement, Vena may collect and use usage data, including Service Learnings, in respect of Subscriber’s interactions with and/or use of the AI Features, to develop, improve and provide the AI Features.
- Monitoring. Subscriber acknowledges and agrees that Vena and its Sub-Processors may monitor Inputs and/or Outputs in order to monitor, prevent and/or mitigate abusive, unlawful, harmful or unauthorized use of the AI Features.
- Intellectual Property:
A. Inputs. Except for Vena’s express rights in the Agreement, as between the parties, Subscriber retains all intellectual property and other rights in Subscriber’s Inputs.
B. Outputs. Subject to the Agreement (including these AI Terms), Vena hereby grants to Subscriber a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, and prepare derivative works of Outputs.
C. AI Features. As between Subscriber and Vena, Vena retains all ownership in and to the AI Features, including but not limited to all algorithms or models and aggregated results of developing the AI Features.
D. Similar Outputs. Subscriber acknowledges that Outputs provided to Subscriber may be similar or identical to Outputs independently provided by Vena to others.
- Infringement by Outputs, AI Features. Due to the nature of the AI Features, Vena does not represent or warrant that (a) any Output or AI Features do not incorporate or reflect third-party content or materials or (b) any Output or AI Features will not infringe third-party intellectual property rights. Notwithstanding anything to the contrary in the Agreement, (c) Vena shall not be required to defend, hold harmless or indemnify Subscriber or any related party (including any Subscriber Indemnified Parties) against any claims of intellectual property infringement or misappropriation by Outputs or AI Features, including any Third Party IP Infringement Claims, and (d) Vena shall not be liable if any Output or AI Features infringe or misappropriate any third-party intellectual property rights. The Parties agree that they have entered into these AI Terms in reliance on the terms of this Section and those terms form an essential basis of the bargain between the Parties.
- Disclaimer. OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY VENA. SUBSCRIBER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL SUBSCRIBER USE CASES OR APPLICATIONS. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THE AGREEMENT FOR THE SERVICE APPLY TO THE AI FEATURES.
- Third-Party Providers. Subscriber agrees to abide by any third-party terms and conditions relating to the AI Features, including those specified in Exhibit A (“Third-Party Terms”).
- Restrictions on Use of AI Features:
A. Reasonable Usage Limitation. Subscriber acknowledges and agrees that the use of the AI Features is subject to reasonable usage limitations to ensure fair access and optimal service performance for all users. Vena reserves the right to impose, at its sole discretion, reasonable usage limitations, including, but not limited to, quotas on the number of Inputs or Outputs per day, restrictions based on the volume of data processed, and limitations on the frequency of use within a given time period. Subscriber's continued use of the AI Features after any modification to the usage limitations constitutes acceptance of those changes. Should Subscriber exceed any of these usage limitations, Vena may, in its sole discretion, temporarily suspend Subscriber's and/or any User’s access to the AI Features or impose additional charges for excess usage. Vena will use reasonable efforts to provide Subscriber with notice of any such suspension or additional charges. Vena's determination of what constitutes reasonable usage may take into account the average usage levels of all subscribers to the AI Features, technological capacities, and the need to ensure service reliability and performance. Vena commits to acting in good faith in its enforcement of this clause and to not unreasonably restrict Subscriber's access to the AI Features.
B. Special Restrictions. Subscriber will comply with the special restrictions on use of the AI Features specified in Exhibit A (if any).
C. General Restrictions. Without limiting any restrictions on use of the Service in the Agreement, Subscriber shall not and shall not permit anyone else to:
a) use the AI Features or any Output to infringe any third-party rights, including intellectual property rights or privacy rights;
b) use the AI Features or any Output except in compliance with applicable laws and in compliance with the Agreement, including these AI Terms;
c) use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Service under the Agreement), including to develop, train or improve a similar or competing product or service;
d) use the AI Features or any Output to discover any underlying components of the models, algorithms, and systems, or otherwise attempt to reverse engineer or duplicate the AI Features, including by exfiltrating the weights of models;
e) represent any Output as being approved or vetted by Vena;
f) represent any Output as being an original work or a wholly human-generated work;
g) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws;
h) use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical, or
i) attempt to access or use any AI endpoints, including but not limited to, direct API calls, unauthorized integrations, or any other means of accessing the AI Features, except as prescribed by Vena.
D. Vena Right to Terminate, Suspend or Limit Access or Use. Without limiting its other remedies, Vena may terminate, suspend or otherwise limit Subscriber’s and/or Users’ access to or use of the AI Features if Vena has reason to believe that Subscriber’s and/or any User’s use of the AI Features violates any of these AI Terms, including but not limited to, any restrictions set forth in this Section 11(B) and Section 11(C).
- Survival. In addition to those sections noted in the Agreement, the sections in these AI Terms titled “Availability and Modification of AI Features,”, “Subscriber Responsibilities,”, “AI Features Development and Improvement,” “Intellectual Property”, “Infringement by Outputs, AI Features”, “Disclaimer,” and “Restrictions on Use of AI Features” will survive any termination or expiration of these AI Terms or the Agreement.
- Order of Precedence. The terms and conditions set out in these AI Terms exclusively govern and control the respective rights and obligations of the Parties regarding the AI Features. Notwithstanding the foregoing, if any terms and conditions set out in any other agreements between the parties, including the MSA, conflict with any term or condition of these AI Terms, the order of precedence shall be, to the extent of any such conflict: (a) the AI Terms; and (b) any other provision of the Agreement.
Exhibit A
Third-Party Providers and Terms:
Microsoft Code of Conduct for Azure OpenAI Service
Special Restrictions on Use of AI Features:
Subscriber shall not take any action or fail to take any action that would preclude or otherwise negatively affect Vena’s ability to benefit from Microsoft’s Copyright Commitment as set forth here and here, including but not limited to, failure to use all guardrails, content filters and mitigations that (a) Microsoft builds into its Copilot products and services, and (b) Vena makes available and/or Vena builds into its AI Features, including Vena Copilot. Without limiting the generality of the foregoing, Subscriber shall not and shall not permit anyone else to:
- disable, evade, disrupt, or interfere with any content filters, restrictions or other safety systems that enable or are part of the AI Features, including any third-party content filters, restrictions or safety systems;
- modify, use, or distribute any Output in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary right of a third party; and
- use the AI Features or any Output in commerce or the course of trade in manner that violates a third party’s trademark or related rights.
