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AI Services Agreement

THIS AI SERVICES AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF OUR AI SERVICES (DEFINED BELOW). BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, INCLUDING ON BEHALF OF THE ENTITY YOU REPRESENT (IF APPLICABLE). This Agreement constitutes an agreement between you and Hannon Hill, Inc. (“we”, “us”, “our”) as of the date you accept these terms and conditions.

The products and services made available to you by us (“Service”), or portions thereof, may incorporate or otherwise leverage artificial intelligence (“AI”) or similar technologies (collectively “AI Services”). The AI Services may, but do not necessarily, include deep learning, machine learning, generative artificial intelligence, large language models, and other artificial intelligence technologies, including any and all (a) proprietary algorithms, software or systems that make use of or employ neural networks, statistical learning algorithms (like linear and logistic regression, support vector machines, random forests, k-means clustering), or reinforcement learning, and (b) proprietary embodied AI and related hardware or equipment. The terms and conditions herein apply to any portion of the Service constituting or leveraging AI Services. The AI Services may enable users to create, modify, or enhance content based on various inputs and parameters.

  1. You represent and warrant that you have obtained all necessary consents and permissions from any third parties whose data, information, content, or intellectual property rights may be involved in or affected by the use of the AI Services or any data, information or content (collectively, “Content”) submitted to or generated by the Service. For clarity, Content may include messages originated from your customers or other users of the Service. You agree to comply with all applicable laws, rules and regulations regarding such use and to respect and protect such rights.
  2. You grant US a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable license to copy, modify, and otherwise use any Content submitted to or generated by the AI Services for the purpose of enhancing the performance and functionality of the Service and developing new products and services. You also agree that WE may collect and analyze data and feedback from your use of the AI Services for such purposes.
  3. All or a portion of the AI Services may be provided by a third party (“TP AI Services”). You authorize US to transfer or otherwise provide such third parties with the Content. You acknowledge that such transfers may include transfers of real-time communications from users of the Service. You further acknowledge that such TP AI Services are outside of our control. We shall have no responsibility or liability for, and you hereby hold us harmless from, all (i) acts and omissions of any such third-party, and/or from any (ii) claims, actions, and/or complaints relating to simultaneous or real-time transfers of communications. Further, we cannot guarantee the availability of any third-party services, and therefore any AI Services dependent on such third-party services may be terminated or suspended at any time without notice, and in such event we shall have no liability for such termination or suspension.
  4. You acknowledge that use of the AI Services may involve risks and uncertainties, such as unpredictable or unintended outcomes, biases, errors, failures, or liabilities. We do not represent, warrant or guarantee, and you hereby hold us harmless from, the accuracy, quality, suitability, or legality of any Content generated by the AI Services, and you are solely responsible for verifying, reviewing, and approving such Content before using it for any purpose. You agree to assume all such risks and to indemnify and hold us harmless from any claims, liabilities, losses, or damages arising from or relating to the use of the AI Services or any Content submitted to or generated by the AI Services, and no such claims, liabilities, losses, or damages shall be subject to, or limited by, any limitation of liability, limitation of remedy or disclaimer otherwise set forth in the Terms.
  5. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE AI SERVICES AND ANY CONTENT GENERATED BY THE AI SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUALITY. WE DO NOT WARRANT THAT THE AI SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
  6. IN ADDITION TO THE LIMITATIONS OF LIABILITY IN THE TERMS (WHICH APPLY TO ALL AI SERVICES), TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY FOR ANY BREACH OF THIS CONTRACT OR ANY OTHER CLAIM ARISING FROM OR RELATING TO THE TP AI SERVICES OR ANY CONTENT GENERATED BY THE TP AI SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL IN RELATION TO THE AI SERVICES.