DEFANG SOFTWARE LABS INC. AI TERMS

Updated Oct 31, 2024

These Defang AI Terms (“AI Terms”) apply to your access to and use of Defang AI Assistant. These AI Terms form a part of the agreement between you or your Organization (collectively, “you” or “your”) and Defang Software Labs Inc., doing business as Defang, (“Defang”, “we”, “our” or “us”), that governs your use of the Services, such as our Terms of Service. These AI Terms apply only to Defang AI Assistant provided to you as part of the Services. These AI Terms do not modify our existing Terms of Service but expand on them to address the features and functionality of Defang AI Assistant specifically, and our existing our Terms of Service remain unchanged.

Capitalized terms used but not defined in these AI Terms have the meanings assigned to them in our Terms of Service.

1. Definitions

As used in these AI Terms:

1. “Customer Data” includes your “Content” (or similar term) and your “Contributions”.

2. “Defang AI Assistant” means any parts of the Services, including any of Defang’s artificial intelligence tools, that make use of large language models (“LLMs”) or other machine learning (“ML”) and/or artificial intelligence (“AI”) to generate Output, which display significant generality and are capable to competently perform a wide range of distinct tasks, including when trained with a large amount of data using self-supervision at scale and that can be integrated into a variety of downstream systems or applications, including Contributions.

3. “Input(s)” means any Customer Data that you submit to Defang AI Assistant to receive Output(s).

4. “Output(s)” means the resulting Customer Data provided to you within the Services and/or Defang AI Assistant based on Input(s).

5. “Third Party AI Providers” means the third party artificial intelligence platform and model providers listed on this page that are utilized to power the Defang AI Assistant.

2. License to Defang AI Assistant

In consideration of your agreeing to and complying with these AI Terms, we grant you a non-exclusive, revocable, non-transferable limited right to access and use Defang AI Assistant in accordance with our Terms of Service, including these AI Terms.

3. Use and Ownership of Input and Output and Improving Defang AI Assistant

Input processed by Defang AI Assistant and the resulting Output are your Customer Data. To the extent we engage any third party services to provide you with Defang AI Assistant, we will take reasonable steps to inform you of any restrictions to your ownership in Output, prior to your use of the relevant Defang AI Assistant. Due to the nature of Defang AI Assistant, you acknowledge that Outputs provided you may be similar or identical to Outputs independently provided by us to other customers and/or users.

You grant Defang a non-exclusive, perpetual, irrevocable, worldwide and royalty-free license (“License”) to use your Input and Output for improving the features and functionality of Defang AI Assistant, including for training or fine-tuning underlying models. To the extent it is reasonably practical to do so, we will remove direct identifiers when using Input and Output to improve AI Features consistent with industry standards.

If you are on a paid subscription plan for the Services, then we will provide you with reasonable means to object to your grant of the License. If you consent (or do not object) to our use of Input and Output pursuant to the License, then you may withdraw your consent at any time by sending an email to support@defang.io.

4. Use Restrictions and Third Party AI Provider Requirements

When you use Defang AI Assistant, you are solely responsible for the development, content, operation, maintenance and use of Customer Data. You will ensure, and you represent and warrant, that your Input and your use of Defang AI Assistant and Output will not violate: (a) any Applicable Laws or (b) our Terms of Service, including these AI Terms. In addition, you will review and comply with the applicable Third Party AI Provider terms and policies available here, as updated from time to time, which are incorporated into these AI Terms by reference.

Further, you will not and will not permit anyone else to:

1. use the Defang AI Assistant or Inputs or Outputs to infringe upon any third party rights, including any intellectual property rights;

2. use the Defang AI Assistant or any Inputs or Outputs to develop, train or improve any AI or ML models (separate from authorized use of the Services);

3. represent any Output as being an original work or a wholly human-generated work, or as being approved or vetted by Defang;

4. use Defang AI Assistant for automated decision-making or for other processes that have legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all Applicable Laws;

5. use Defang AI Assistant for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical;

6. develop foundation models or other large scale models that compete with Defang AI Assistant;

7. to generate spam, or any content for dissemination for illegal activities, or in relation to electoral campaigns at any level of government, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same); or

8. use the Services in a manner outside the scope of our Terms of Service.

5. Limitations

You acknowledge that due to the nature of machine learning and the technology powering the Defang AI Assistant, Output may not be unique, and the Defang AI Assistant may generate the same or similar output to you and a third party.

Defang does not endorse nor guarantee the Outputs to be accurate, complete or current. In particular, all code forming part of any Output is provided “AS-IS” and without any representation, warranty or condition, express or implied, including, without limitation, any implied warranties of functionality, performance, merchantability, fitness for a particular purpose or non-infringement. You are solely responsible for the content of the Input and your use of Output. You are solely responsible for determining the use and suitability of Output for your use case, including by employing human review of the Output for usefulness, appropriateness, accuracy, fitness for its purpose and any other quality relevant to your use cases and/or Contributions. You should not rely on factual assertions in Outputs without independently fact-checking their accuracy. Output that appears accurate because of its detail or specificity may still contain material inaccuracies. Defang AI Assistant may not dynamically retrieve information, and Output may not account for events or changes to underlying facts occurring after the relevant model was trained.

For avoidance of doubt, the warranty disclaimers and limitations of liability outlined in our Terms of Service also apply to your use of Defang AI Assistant.

6. Data Retention

Third Party AI Providers may (a) log Input or Output for human review or (b) save or retain Input or Output. In addition, Third Party AI Providers may retain and use metadata associated with Defang AI Assistant usage for billing, safety and compliance purposes.

You understand and agree that the License will continue in full force and effect notwithstanding any deletion of your Account or your cessation of using the Services for any reason and that, as a result, the deletion of your Account will not include the deletion of any Input or Output incorporated into the Defang AI Assistant.

7. Privacy and Sub-processors

To the extent your Customer Data contains Personal Data (or similar term), as defined in any applicable data processing addendum we have with you, you instruct Defang and our sub-processors to process such Personal Data for the purposes of providing Defang AI Assistant and Output. You consent to our use of applicable Third Party AI Providers as sub-processors.

8. Suspension and Service Levels

Notwithstanding anything to the contrary in our Terms of Service, Defang may suspend your access to any portion or all of Defang AI Assistant if: (a) we reasonably believe or determine that your use of Defang AI Assistant is in violation of these AI Terms or poses a risk to us, the Services or a third party, (b) a Third Party AI Provider requires such suspension, (c) a Third Party AI Provider has suspended or terminated our access to or use of services or products required to enable your access to Defang AI Assistant, or (d) our provision of Services to you is prohibited by Applicable Laws or other act of government.

Notwithstanding anything to the contrary in our Terms of Service, Defang does not make any warranty or condition regarding the availability or uptime of Defang AI Assistant.

9. Beta Features

Defang may provide you with a version or feature of Defang AI Assistant that is not generally available as part of an alpha, a beta, a limited release, a developer preview or another similar term (“AI Beta”). Such Defang AI Assistant versions or features (collectively, “AI Beta Features”) might contain bugs, errors or omissions. AI Beta Features are provided to you for testing purposes only, “AS-IS” and without any representation, warranty or condition, express or implied, including, without limitation, any implied warranties of functionality, performance, merchantability, fitness for a particular purpose or non-infringement. AI Beta Features are not subject to any support commitments. AI Beta Features might never be made available for general use or otherwise be provided in a future version of Defang AI Assistant or the Services, and we may discontinue AI Beta Features, or revoke your access to AI Beta Features, at any time for any or no reason, in our sole discretion, without any liability to you. Discontinuing AI Beta Features, or making AI Beta Features inaccessible to you, may have the effect of making some or all of your Customer Data inaccessible to you.

10. Modifications

Notwithstanding anything to the contrary in our Terms of Service, we may modify or update these AI Terms from time to time, so you should review this page periodically. In such cases, we will update the “Last Updated” date at the top of this page. If the changes are material, we will provide you with reasonable notice prior to the effective date of the changes, either by emailing the email address associated with your account or by notifying you through the Services. For clarity, such notice may be provided to any person designated as an administrator on your account. Your continued use of Defang AI Assistant after any change to these AI Terms becomes effective constitutes your acceptance of the new AI Terms. If you do not agree to any part of these AI Terms or any future AI Terms, then you cannot use the Services. If Defang fails to provide you with notice of material changes to these AI Terms in accordance with this Section, then your use of Defang AI will continue to be governed by the terms and conditions of these AI Terms as they were immediately prior to such changes, unless and until you consent to the new version of the AI Terms, after which the modified AI Terms will govern.

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