These DeepIntent AI Guidelines (“AI Terms”) shall govern your use of any artificial intelligence, machine learning, large-language model platforms, or any other form of computer enhanced decision making (collectively “AI”) in relation to any data (“DeepIntent Data”), products, and/or services provided to you under or in relation to any agreement(s) (“Agreement(s)”) between you and DeepIntent, Inc., whether directly or indirectly, (collectively, "DeepIntent IP”) including, without limitation, through DeepIntent’s demand-side platform and/or DeepIntent HelixTM (“Platform”). For the purposes of these AI Terms, “We”, “our” and “DeepIntent” means DeepIntent, Inc; “you”, “your”, and “Company” means the Company identified in the Agreement(s); “Party” shall mean each party to the Agreement(s); and “us” or “Parties” shall mean both Parties to the Agreement(s), collectively.
- Data and AI Use Obligations.
- Company’s use and sharing of DeepIntent Data shall at all times comply with DeepIntent’s Data Use Terms, the terms of which are incorporated herein.
- Except as expressly permitted under and subject to the terms of these AI Terms, Company shall not provide, ingest, or submit any DeepIntent IP, Personal Information (as defined by Applicable Law regarding the privacy and security of personal information), or Confidential Information of DeepIntent to any AI.
- Company shall not, and shall not allow any third parties to use DeepIntent IP, Personal Information, or Confidential Information of DeepIntent (or any content, data, output, or derivatives thereof) to, whether directly or indirectly, create, train, test, develop, or otherwise improve any AI algorithms, AI systems or platforms, or any other AI product or service, which may include, without limitation, any architectures, models, or weights, or for any technologies designed or intended for the identification of natural persons, or for use or inclusion in trainings sets for use in or to any of the foregoing.
- Company shall have an enterprise license to any AI, and shall not use or appropriate any free, trial, beta, or other non-corporate license to use AI in the Platform or otherwise in relation to any DeepIntent IP. Your use of any AI tool or instance in the Platform or otherwise in relation to DeepIntent IP shall be limited to use within your Company account, and not under your personal account (e.g., personal account via Gmail).
- Company shall promptly respond to any due diligence questionnaires that DeepIntent may send from time to time to evaluate Company’s use or provision of data and/or AI provided, used, or otherwise made accessible under the Agreements. In responding to such questionnaires, Company shall promptly provide full, complete, and accurate answers.
- Confidential Information. All proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to these AI Terms shall be deemed to be confidential information of the Disclosing Party ("Confidential Information"). For the avoidance of doubt, the Platform, DeepIntent IP, and any data or information made accessible via the Platform or otherwise provided by DeepIntent, whether directly or indirectly, are DeepIntent’s Confidential Information. Neither Party shall use or disclose to any third party any Confidential Information of the other Party, except as specifically permitted herein; provided, however, this restriction will not apply to any Confidential Information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was previously known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third party without any breach of any obligation of confidentiality; (iv) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; or (v) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that the Receiving Party upon receiving such subpoena or order shall (a) promptly inform the Disclosing Party in writing and provide a copy thereof, (b) cooperate with the Disclosing Party in limiting disclosure of the Disclosing Party’s Confidential Information, and (c) only disclose that Confidential Information necessary to comply with such subpoena or order. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information from unauthorized use or disclosure using the same standard of care, but no less than a reasonable standard of care, as Receiving Party uses to protect its own confidential information of like nature. Any third party to whom disclosure is made by Receiving Party shall be instructed as to the confidentiality of the Confidential Information and be under an agreement binding such individual to protect such Confidential Information from further disclosure consistent with the terms of these AI Terms. Receiving Party shall disclose to the Disclosing Party as soon as reasonably possible after it becomes informed of any unauthorized disclosure or use of Confidential Information pursuant to these AI Terms. Receiving Party shall be fully responsible for any unauthorized disclosure or use of Disclosing Party's Confidential Information by Receiving Party's third parties. The Parties agree that any violation or threatened violation of this Section will cause irreparable injury to the Disclosing Party for which money damages would be an insufficient remedy, therefore the Disclosing Party will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other appropriate legal remedies.
- Additional Representations and Warranties. In addition to any representations and warranties in the Agreement(s) between the Parties, Company represents and warrants that: it will comply with, and shall ensure that any third parties with whom it shares DeepIntent IP or DeepIntent Data shall: (i) comply with the terms of these AI Terms; (ii) comply with all Applicable Laws applicable to the DeepIntent Data it processes in relation to these AI Terms; (iii) it has provided, or caused to be provided, all notices and has obtained all consents, permissions and rights required to fully and completely perform its obligations under these AI Terms; and (iv) the execution of the Agreements and these AI do not and will not violate any agreements which it has with third parties or any Applicable Laws. THE DEEPINTENT IP IS PROVIDED “AS IS” AND “AS AVAILABLE” AND DEEPINTENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DEEPINTENT IP OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF AI. DeepIntent’s total aggregate liability for all claims arising out of or related to these AI Terms shall exceed $50,000. Except for breaches of sections 1 or 2 or a party’s indemnification obligations herein, Company’s total aggregate liability for all claims arising out of or related to these AI Terms shall not exceed $100,000. All remedies available to each Party will apply to Third Parties, including injunctive relief, and Company will reasonably assist DeepIntent in enforcing its rights and remedies against such Third Parties.
- Limitations of Liability and Indemnification. IN NO EVENT SHALL DEEPINTENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF INCOME, REVENUE, PROFITS, OR GOODWILL) ARISING UNDER OR RELATED TO THESE AI TERMS OR ANY OUTPUTS GENERATED, DERIVED FROM, OR OTHERWISE BASED UPON COMPANY’S USE OF AI EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. In addition to any indemnification obligations under the Agreement(s) between the Parties, Company agrees to indemnify, defend and hold harmless DeepIntent and its directors, officers, shareholders, employees, members, agents, and their respective successors in interest from and against any claim, action, suit, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, whether or not a lawsuit is brought, arising out of any third party claim related to Company’s negligence, willful misconduct, and/or breach or alleged breach of its obligations, and/or representations and warranties under these AI Terms.
- Audit. DeepIntent shall have the right, upon at least seven (7) days’ notice to audit Company's compliance with the terms of these AI Terms. In the event such audit reveals that Company materially failed to comply with these AI Terms, Company shall reimburse DeepIntent for the cost of the audit. For the avoidance of doubt, any reimbursement shall not preclude the exercise of any other rights or remedies that DeepIntent may have available to it arising from such noncompliance.
- NON-CIRCUMVENTION. Company and its representatives shall not use any DeepIntent IP, whether directly or indirectly, for any purposes competitive to DeepIntent (including, without limitation, developing a product that is competitive to any DeepIntent offerings, services, or products).
- Miscellaneous. These AI Terms will be governed and construed, to the extent applicable, in accordance with New York state law and the sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in New York. These AI Terms shall form a part of the Agreement, the terms of which are incorporated by reference into these AI Terms. In the event of a conflict between these AI Terms and the Agreement(s), these AI Terms shall control. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement(s). DeepIntent reserves the right to update these AI from time to time. If any provision of these AI Terms is unenforceable, the validity of the remaining provisions will not be affected.
