Levr Technologies Inc. AI Functionality Terms

These AI Functionality Terms (“AI Functionality Terms”) are incorporated by reference into and constitute an integral part of the Agreement between Provider and Customer, and are included within the definition of “Services” as used herein. Under this Agreement, Provider agrees to facilitate the provision of AI Functionality (as defined below) to Customer. The provisions of these AI Functionality Terms are intended to supplement and should be interpreted in conjunction with the terms and conditions set forth in the main body of the Agreement. In governing the use of any Services that incorporate AI Functionality, these AI Functionality Terms shall take precedence. Notwithstanding any other provision of the Agreement, in the event of a conflict between these AI Functionality Terms and any other terms of the Agreement, the provisions of these AI Functionality Terms shall control with respect to the provision and use of AI Functionality.

“AI Functionality” means any and all generative AI, large language models (LLMs), or other machine learning or artificial intelligence services, features, or functions provided as part of the Services. All ownership rights, including all related intellectual property rights in the AI Functionality, shall be retained exclusively by the Provider. 

Provider reserves the right, exercisable at its sole discretion, to amend the terms governing the AI Functionality at any time. Such amendments shall take effect immediately upon the Customer being notified, which may be effected by email or by posting the revised AI Functionality Terms on a designated URL of the Provider. The continued use of the AI Functionality by the Customer subsequent to such notification shall constitute the Customer’s acceptance of the amended terms.

1. OWNERSHIP AND USE OF AI INPUTS AND OUTPUTS.

A. Ownership. Notwithstanding any other provision in these AI Functionality Terms or the Agreement, all rights, title, and interest in and to any data, content, or results generated through the use of the AI Functionality, including but not limited to all AI Inputs and AI Outputs, shall be owned exclusively by Provider. Customer is granted a limited, revocable, non-exclusive, non-transferable license to use AI Outputs solely for internal business purposes, subject to the terms of this Agreement and any additional restrictions set forth in Exhibit C. Provider and its sub processors retain all rights in the AI Functionality, including but not limited to ownership of all proprietary information utilized in the AI Functionality, which may include aggregated and anonymized data, machine learning algorithms, and other related intellectual property. Customer acknowledges that no intellectual property rights are transferred to Customer as a result of using the AI Functionality, and that any unauthorized use of AI Outputs outside of the scope of the license granted herein may result in immediate termination of this license and potential legal action.

B. Third Party Features. AI Functionality may include features which are powered by AI models operated by a third party, in which case Customer permits the relevant third-party provider of such AI Functionality to use the AI Inputs and AI Outputs or other Customer Data submitted to the AI Functionality as necessary to provide and maintain the AI Functionality, comply with applicable laws, and enforce its policies.

C. Training on Inputs and Outputs. Provider may not use AI Inputs or AI Outputs to train or otherwise enhance AI Functionality, except solely for the benefit of Customer. However, Provider is permitted to use AI Inputs and AI Outputs to train or otherwise enhance the AI Functionality or for any other lawful purpose, provided that such AI Inputs and AI Outputs have been de-identified to ensure they do not identify Customer or its Users. For these purposes (and without limiting Customer’s other obligations concerning Customer Data generally), such data is provided by Customer to Provider strictly “AS IS”.

2. RESPONSIBILITY FOR AI INPUTS AND OUTPUTS.

A. AI Output Results.AI Outputs are generated through advanced machine learning processes. Provider does not verify, endorse, or guarantee the accuracy, completeness, or timeliness of the AI Outputs. Customer acknowledges that results are dependent on the quality of the input data provided by Customer and agrees that results may be inaccurate, incomplete, or may not meet expectations, and could exhibit biases. Customer assumes all responsibility for reviewing and confirming the suitability of all AI Outputs for any intended uses. Provider disclaims any liability for errors, omissions, or biases in the AI Outputs or for any decisions made or actions taken based on such Outputs. Furthermore, Provider shall not be liable for any indirect, incidental, consequential, special, or exemplary damages arising from the use of the AI Outputs, regardless of whether such damages were foreseeable or whether Provider was advised of the possibility of such damages.

B. Accuracy of AI Inputs and Outputs.Customer acknowledges that Provider is not responsible for the accuracy, quality, reliability, or errors in any AI Inputs provided by Customer or any third party, nor for the AI Outputs generated by such inputs. Customer is solely responsible for the accuracy, quality, and legality of any AI Inputs and for verifying and utilizing the AI Outputs appropriately. Customer also assumes responsibility for any decisions, actions, or omissions based on any AI Outputs. Customer agrees to indemnify, defend, and hold Provider harmless from any liability, claims, losses, damages, or expenses, including reasonable attorneys’ fees, arising from or related to the use or reliance on AI Inputs or AI Outputs. This indemnification will survive the termination of this Agreement.

C. Customer Acknowledgement and Indemnification. Customer acknowledges that the AI Functionality may inadvertently infringe upon third -party intellectual property rights and agrees to ensure that their use of the AI Outputs complies with all applicable intellectual property laws and regulations. Customer agrees to indemnify, defend, and hold harmless Provider from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from the use of AI Outputs that infringe or are alleged to infringe third-party intellectual property rights.

3. THIRD PARTY AI OUTPUTS. 

Customer acknowledges and agrees that third parties may independently develop or submit information or materials that result in AI Outputs which are identical or similar to those provided by Provider to Customer or others (“Third Party AI Outputs”). Customer further acknowledges that such similarities or identities in AI Outputs do not confer upon Customer any proprietary rights, claims, or interests in or to the Third-Party AI Outputs. Provider retains all rights, title, and interest in and to the AI Outputs it provides, notwithstanding any similarities to Third Party AI Outputs, and Customer hereby waives any rights to challenge or dispute such ownership or the validity of Provider’s rights in relation to Third Party AI Outputs.

4. RETRIEVAL AND DESTRUCTION OF AI INPUTS AND AI OUTPUTS. 

The obligations of the Provider under this Agreement to make Customer Data available for retrieval and to assist with the retrieval of AI Inputs and AI Outputs, as well as to destroy such AI Inputs and AI Outputs, shall be limited solely to those retained by the Provider and shall only be undertaken at the Provider’s discretion and convenience. These obligations are strictly contingent upon the Customer’s full compliance with all terms and conditions of this Agreement, including but not limited to any applicable payment and cooperation obligations. The Provider reserves the right to withhold performance of these obligations until such compliance is fully assured and verified. Furthermore, the Provider retains the sole discretion to determine the appropriate means, methods, and timing for the retrieval and destruction of AI Inputs and AI Outputs, which may include the use of third-party services at the Customer’s expense. The Provider is not responsible for any inability to retrieve or destroy data resulting from technical limitations or data corruption issues beyond its control.

5. LIABILITY. 

To the fullest extent permitted by applicable law, and notwithstanding any provision to the contrary within this Agreement, Provider expressly disclaims all warranties, representations, indemnities, and guarantees with respect to any AI Functionality, including, but not limited to, any claims related to the accuracy, reliability, or completeness of AI Outputs. Provider shall not be liable for any form of loss or damage arising from the use of or reliance on AI Outputs. The general warranty disclaimers and limitations of liability provisions set forth in this Agreement shall also apply to all AI Functionality. Further, Provider reserves the right to modify, suspend, or discontinue any aspect of the AI Functionality at its sole discretion without liability.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES, INDEMNIFICATIONS, OR OTHER COMMITMENTS REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY AI FUNCTIONALITY OR AI OUTPUTS, AND SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY AI OUTPUTS, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FOR THE SERVICES SHALL ALSO APPLY TO THE AI FUNCTIONALITY AND AI OUTPUTS.

6. SUSPENSION.

A. Termination of Access. Provider may, without incurring any liability, suspend or terminate Customer’s access to the AI Functionality immediately upon written notice to Customer in the event that: (i) any third -party provider of the AI Functionality suspends, terminates, or ceases to provide access to the relevant AI Functionality; or (ii) Provider determines, in its sole discretion, that continuing to provide access to the AI Functionality could pose a legal, security, or operational risk to Provider or any third party.

B. Proration of Prepaid Fees and Refunds. If the Customer has paid fees in relation to any AI Functionality that is suspended or terminated under paragraph 6(a) above, then: (i) in the case of termination due to Provider’s discretion or as a result of force majeure, Company will refund the pro-rata share of any prepaid fees for the affected AI Functionality that relate to the period following termination; (ii) in the case of suspension, fees for the affected AI Functionality shall be suspended during any such period of suspension and Company will refund the pro-rata share of any prepaid fees for the affected AI Functionality that relate to the period of suspension, unless such suspension is due to maintenance, updates, or system enhancements, in which case no refunds shall be provided. Customer will not be entitled to a refund of prepaid fees where any such suspension or termination arises from breach of the Agreement by Customer, or from circumstances reasonably believed by Provider to constitute a threat to the operational stability, security, or integrity of the Provider’s services.

7. Prohibited Use of AI Functionality

Customer shall not, and shall not permit any third party to:

1. Use the AI Functionality or any AI Output to infringe any third-party rights.
2. Use the AI Functionality or any AI Output to develop, train, or enhance any AI or LLM systems, except as explicitly authorized under this Agreement.
3. Represent any AI Output as being approved, reviewed, or endorsed by the Provider.
4. Claim any AI Output as an original work or as solely human-generated.
5. Employ the AI Functionality for automated decision-making that has legal or similarly significant effects on individuals, except with adequate human oversight and in full compliance with applicable laws.
6. Utilize the AI Functionality in a manner that is discriminatory, harassing, disparaging, harmful, or otherwise unlawful.
7. Generate or disseminate personally identifiable information that could be used to harm an individual.
8. Use the AI Functionality in any manner intended to, or which has the effect of, discriminating against or harming individuals or groups based on online or offline social behavior, or known or predicted personal or personality characteristics.
9. Exploit vulnerabilities of specific groups based on age, social, physical, or mental characteristics to materially distort behavior in a manner likely to cause physical or psychological harm.
10. Use the AI Functionality in any manner intended to, or which has the effect of, discriminating against individuals or groups based on legally protected characteristics or categories.
11. Upload materials that infringe intellectual property or other proprietary rights of any party, or that the Customer does not have the right to upload under any law or contractual or fiduciary relationship.
12. Intentionally create outputs that infringe any intellectual property or other proprietary rights of any party.
13. Rely solely on AI-generated outputs as the basis for any financial or other significant business decisions, actions, or omissions.

Provider reserves the right to take appropriate measures, including suspension or termination of service, to enforce these restrictions and protect its legal and operational interests.

8. Compliance with Law

Customer shall ensure that its use of the AI Functionality is in compliance with all applicable national, federal, state, local or international law or regulation.

9. Third-Party Vendor Terms Compliance

Customer acknowledges and agrees that the AI Functionality provided under this Agreement may be subject to certain third-party vendor terms and conditions, which are subject to modification by the respective vendors at any time without prior notice. Customer shall continuously ensure compliance with all such third-party vendor terms and conditions, including any usage rights, limitations, and restrictions therein. Provider shall not be liable for any non-compliance by Customer with these third-party vendor terms, and Customer agrees to indemnify and hold Provider harmless from any claims, damages, liabilities, costs, or expenses arising out of Customer’s failure to comply with such third-party vendor terms.