Capitalized terms not otherwise defined herein shall have the meaning given to them in Customer’s Master Subscription and Services Agreement, Software License Agreement or other current Abrigo Customer agreement, however titled. A Customer’s use of an Abrigo Product or Service containing features enabled by Artificial Intelligence is governed by the following terms and conditions:
1. Definitions
a) “Artificial Intelligence” or “AI” means engineered, machine-based, or other technology that can, for a given set of objectives or inputs, generate outputs that mimic or resemble human outputs, including, without limitation, predictions, inferences, recommendations, insights, or decisions influencing real or virtual environments, or text, images, audio, video, code, or other media resembling human-created content.
b) “AI Model” means a program or algorithm that leverages Machine Learning and/or LLMs.
c) “AI Offering(s)” means collectively, the AI Product and AI Service, as applicable, excluding Inputs and Outputs. The AI Offerings may include, without limitation, capabilities enabled by Generative AI Models and Predictive AI Models.
d) “AI Product” means AI tools, systems, technologies, features that Abrigo provides to
Customer as part of a Product under an applicable Order.
e) “AI Service” means AI tools, systems, technologies, features that Abrigo provides to Customer as part of a Service under an applicable Order.
f) “End User” means any natural person who interacts directly with the AI Offerings, including through any white-labeled, co-branded, or embedded implementation, in connection with Customer’s use of the AI Offerings. For clarity, End Users are individuals such as customers, clients, or applicants of Customer and do not include Authorized Users.
g) “Generative AI Model” means an AI Model that uses generative AI technology to
generate Output.
h) “Input” means any text, images, files, or other data submitted by Customer to the AI Offerings that generates Output.
i) “Large Language Model” or “LLM” means an AI system consisting of a neural network that can analyze large volumes of unstructured data resulting in the creation of sophisticated output.
j) “Machine Learning” means a subset of AI that uses data and algorithms to learn from patterns in data and make predictions and draw inferences, gradually improving accuracy and allowing models to generalize beyond explicitly programmed cases or instructions. This may have human interaction (human-in-the-loop) or be completely automated.
k) “Output” means any content, data, materials, learnings, insights, outcome, or output returned to Customer’s Authorized Users through use of a Generative AI Model, Predictive AI Model, or otherwise based on Input. Output may be in the form of summaries, synthesized key takeaways, and insights derived from data. Outputs are considered Customer Data.
l) “Predictive AI Model” means an AI Model that uses data, including Inputs, to predict events, behaviors, and patterns (e.g., determination of fraud, search results, etc.).
2. Provision of the AI Offerings.
a) Throughout the Order Form Term, Abrigo may make the AI Offerings available as set forth in the applicable Order. The AI Offerings may include, without limitation, capabilities enabled by Generative AI Models and Predictive AI Models, as may be further described in the Documentation.
b) The AI Offerings may include functionality powered by third-party AI providers, LLMs,
AI Models, and infrastructure partners (collectively, “Third-Party AI Services”). Customer acknowledges that Abrigo may rely on such Third-Party AI Services in delivering certain functionality in the AI Offerings, and that Abrigo’s ability to provide or support such functionality is subject to the availability and performance of those Third-Party AI Services. Abrigo is not responsible for the operation or security of any third-party services nor the availability or operation of the AI Offerings to the extent such availability and operation is dependent upon third-party services including, without limitation, Third-Party AI Services.
3. Customer Responsibilities
a) Customer is responsible for:
(i) Ensuring its use of the AI Offerings complies with all applicable laws, rules, regulations, and regulatory guidance, including data privacy laws;
(ii) Maintaining appropriate human oversight of the Outputs and not relying solely on such Outputs to make legal, financial, compliance, or other high-stakes decisions without independent review:
(iii) Not inputting into the AI Offerings any Inputs for which it lacks the rights or consents to process, or that are otherwise prohibited by law, and
(iv) Avoiding prohibited use of the AI Offerings, including unlawful profiling based on protected characteristics or uses that may create unlawful bias or discrimination.
b) It is Customer’s responsibility to evaluate whether Outputs are appropriate for Customer’s use case. Moreover, Customer acknowledges that Outputs from Predictive AI Models are probabilistic and may not accurately reflect actual events or outcomes. Customer is solely responsible for: (i) evaluating, including where human review is appropriate, before using, sharing, distributing, or relying on Outputs; and (ii) its decisions, actions, and omissions in reliance on or based on any Output. Customer must notify individuals, including Authorized Users, that factual assertions in Outputs should not be relied upon without independently verifying their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Abrigo’s views.
c) Customer represents and warrants it will not use the AI Offerings or Outputs in any fully autonomous or closed-loop systems, unless otherwise agreed in writing by the Parties.
d) Customer is solely responsible for providing any notices and obtaining any consents (including from End Users or any other individuals) that may be required under applicable law in connection with Customer’s use of the AI Offerings. This includes any disclosures or consents necessary to inform individuals that AI or automated processing technologies, including Predictive AI Models, are used as part of the Products or Services. Abrigo is not responsible for providing such notices or obtaining such consents on Customer’s behalf.
4. Data Use and Restrictions
a) Similarity of Output. Due to the nature of certain AI Offerings, including those enabled by Generative AI Models, Output may not be unique, and other customers and end users may receive similar output from the AI Offerings. Responses that are requested by and generated for other customers and end users are not considered Output or Customer Data.
b) License to Inputs and Outputs. Customer represents and warrants that it has obtained all rights, consents, and permissions necessary to provide Inputs to the AI Offerings and to grant the following license to Abrigo. Customer grants Abrigo permission to use, reproduce, modify, and create derivative works of Inputs and Outputs as necessary or useful for the purpose of providing, operating, maintaining, improving, and developing the AI Offerings. Abrigo may aggregate or de-identify any such data and once aggregated or de-identified, such data shall no longer be deemed Customer Data or Customer Confidential Information.
c) Derived Data and Aggregated Statistics. Notwithstanding anything to the contrary in this AI Addendum, Abrigo may monitor Customer’s use of the AI Offerings and collect data and information relating to such use to create aggregated, anonymized, or statistical data (“Aggregated Statistics”) and may also generate derived data, insights, or learnings from such use (together, “Derived Data”). Abrigo may use Aggregated Statistics and Derived Data to operate, maintain, improve, and develop the AI Offerings and related technologies (including training, fine-tuning, and enhancing Abrigo’s models and algorithms) and for other lawful business purposes. As between the parties, all right, title, and interest in and to the Aggregated Statistics and Derived Data belong to and are retained solely by Abrigo, provided that they do not identify Customer, its Authorized Users or End Users, or disclose Customer’s Confidential Information.
5. Ownership and Intellectual Property
a) Outputs. As between the Parties and to the extent permitted by applicable law, Abrigo agrees that Customer retains all rights, title and interest in the Inputs and Outputs.
b) Models. All rights, title, and interest in and to Abrigo’s and its licensors’ models, algorithms, and technologies remain with Abrigo or its licensors.
c) Reservation of Rights. Abrigo reserves all rights not expressly granted to Customer in this AI Addendum. Except for the limited rights and licenses expressly granted under this AI Addendum, nothing in this AI Addendum grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to Abrigo’s Intellectual Property Rights or Third-Party AI Services.
6. Suspension Rights
a) Any such suspension shall not relieve Customer of the payment obligations set forth in the Agreement. Abrigo will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a suspension. Abrigo may suspend Customer’s access to the AI Offerings immediately upon notice if it reasonably determines that: (i) Customer’s use (A) violates applicable law or policy, (B) poses a security or regulatory risk, or (C) may subject Abrigo or its licensors to liability; or (ii) Abrigo’s provision of the AI Offerings is prohibited by applicable law or would result in a material increase in the cost of providing the AI Offerings; or (iii) any vendor suspends or terminates Abrigo’s use of any third-party services or products, including the Third-Party AI Services, required to enable Abrigo to provide the AI Offerings.
b) Abrigo will use reasonable efforts to restore access promptly once the issue is resolved.
7. Warranties, Disclaimers and Limitations
a) Each Party represents and warrants that: (i) it is authorized to enter this AI Addendum; and (ii) entering into and performing under this AI Addendum will not violate any of its corporate policies and procedures.b) DISCLAIMER OF WARRANTIES. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE MSA, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW THE AI OFFERINGS AND THIRDPARTY AI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ABRIGO MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE AI OFFERINGS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR RELIABILITY.
c) IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE MSA, ABRIGO SHALL HAVE NO LIABILITY FOR ANY LIMITATION, FAILURE, BIAS, DISCRIMINATION, OR INACCURACY: (I) IN THE INPUTS OR THE OUTPUTS; (II) ARISING FROM CUSTOMER’S OR END USERS’ USE OF THE AI OFFERINGS; OR (III) ARISING FROM A THIRD-PARTY AI SERVICE.
8. Service Providers
Customer acknowledges and consents to Abrigo’s use of third-party service providers to support the operation and delivery of the AI Offerings and expressly consents to the engagement of the third party service providers located at Abrigo Sub-processors List in connection with the AI Offerings.
9. Integration
In the event of conflict between this AI Addendum and the MSA, this Addendum shall control with respect to a Customer’s use of the AI Offerings. All other MSA terms shall remain in full force and effect.
