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Generative AI Terms of Use

These Generative AI Terms of Use (“AI Terms”) exclusively govern Your access and use of:

(a) Third-party generative AI technology for which Provider provides an integration with its Software, typically via an API (“Integrated Gen AI”); and

(b) Third-party generative AI technology, that is supplied by a third party and that is embedded in the Software (“Embedded Gen AI”).

Enablement and Usage of Integrated Gen AI and Embedded Gen AI is subject to your agreement with these AI Terms.  Except as explicitly provided for herein, any other agreement You may have with Provider does not apply to Your access and use of Integrated Gen AI and Embedded Gen AI.

  1. Integrated Gen AI
    1. Provider’s Integrated Gen AI provides integration between a third-party provided generative AI tool (such as Microsoft CoPilot and Microsoft OpenAI) and Provider’s Software. Functionality of the Integrated Gen AI may be limited and is as set out in the Software Documentation.
    2. You are solely responsible for obtaining a license to use any third-party provided generative AI tools, and You are solely responsible for complying with the terms and conditions provided by the third-party generative AI tool supplier.
    3. You are solely responsible for compliance with the all-applicable laws and regulations related to the usage of any third-party generative AI tool used in collaboration with Provider’s Integrated Gen AI, including without limitation data protection and privacy laws and regulations.
    4. Nothing in any agreement that you have with Provider applies, in any way, to Your access and use of any third-party provided generative AI tool. Provider is not liable for any third-party provided generative AI technology tool licenses or services, or output provided by them, or generated by their use and disclaims any and all responsibility for them.

    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES AND REMEDIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, INTEROPERABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE INTEGRATED GEN AI. PROVIDER’S MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES ARISING FROM YOUR USE OF INTEGRATED GEN AI, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, BREACH OF APPLICABLE LAW OR OTHERWISE, SHALL BE $100 UNITED STATES DOLLARS.    

  2. Embedded Generative AI

    Certain Provider Software solutions include Embedded Gen AI technology that is provided by third parties other than Provider (such as Microsoft CoPilot and Microsoft OpenAI). This Software has the words “with AI” or similar language in the licensed Software name.

    1. Your Use of Embedded Gen AI is subject to:
      1. The terms and conditions of these AI Terms, and
      2. The Software Transaction Agreement at https://www.quest.com/legal/sta.aspx, that includes the Data Processing Addendum (“DPA”) and the Documentation that comes with the Software, and hereafter is collectively called the “STA”.
      3. In the event of any conflict between the STA and the AI Terms, the AI Terms will prevail. All capitalized terms not defined herein shall have the meaning set forth in the STA.
    2. Embedded Generative AI is not intended to be used to process Personal Data, health information protected by the Health Insurance Portability and Accountability Act (HIPAA), or similar regulations that control the use of health data, or other commercially sensitive data, and You are solely responsible for use of any such data in your use of Embedded Generative AI.
    3. Customer Data used to interact with Embedded Gen AI may be processed by the third-party provider in accordance with the terms and conditions of the STA and subject to the terms therein.
    4. Customer acknowledges that the legal framework applicable to the use of Artificial Intelligence may change. Provider may, at any time, and at its sole discretion limit, modify or discontinue any of the Embedded Gen AI features or functionality subject to a change in the applicable law, as interpreted at Provider’s sole discretion.
    5. Customer is responsible for ensuring its compliance with all applicable laws and regulations, including without limitation data privacy in connection with Customer’s Use of Embedded Gen AI.
    6. Customer understands and agrees that content generated by Embedded Gen AI (“Output”), has not been verified, endorsed, guaranteed or tested by Provider, including in production environments. Customer further understands that such Output may not be accurate and/or unique, complete or current and is provided to You ‘as is’ without any warranties whether express, implied or otherwise.
    7. Reliance on the Output is at Customer’s sole discretion, and Customer should independently review and verify any and all Output for correctness for any or all Customer use cases, applications or any other Use that Customer may wish to use the Output for.
    8. Customer acknowledges and agrees that (i) Output may not qualify for intellectual property protection; (ii) similar or the same Output may be produced by Embedded Gen AI in response to similar requests from other customers, and (iii) Customer’s rights to Output may not be enforceable against other users of Embedded Gen AI.
    9. For the purpose of these AI Terms, Customer’s ownership of any information in the Output is subject to Provider’s and/or its licensor’s ownership rights in the Products and Provider’s other materials, and data used to train Embedded Gen AI (“Pre-Existing Materials”). Customer is granted a license to use, and only will use, the Pre-Existing Materials in the Output to the same extent as Customer is permitted to use the Product.
    10. Service levels or credits are not applicable to any disruption to usage of the Product caused by the Embedded Gen AI.
    11. Provider can limit or suspend Customer’s access to the Enabled AI functionality if it is sufficiently probable that the continued use of the Enabled AI functionality may result in harm to such functionality or the Software, other Provider customers, or the rights of third parties in such a way that immediate action is required to avoid damages or Customer is in breach of the Agreement. If circumstances allow and if reasonably practicable, Provider will give Customer notice so that Customer may seek to promptly avoid the issue and avoid suspension.
    12. Customer shall cooperate with Provider’s reasonable investigation of Enabled AI functionality and/or Software outages, security issues, and any suspected breach of the terms in this Quotation related to the Enabled AI functionality.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE STA OR ANY OTHER AGREEMENT YOU HAVE WITH US, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES AND REMEDIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, INTEROPERABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF EMBEDDED GEN AI. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE STA OR ANY OTHER AGREEMENT YOU HAVE WITH US, PROVIDER’S MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES ARISING FROM YOUR USE OF EMBEDDED GEN AI, WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, BREACH OF APPLICABLE LAW OR OTHERWISE, SHALL BE $100 UNITED STATES DOLLARS. 

Last updated May 23, 2024