This AI Services Addendum (“AI Addendum”) forms part of and is incorporated into the SaaS Terms, Order Form, or other governing agreement between Sirion and Customer (collectively, the “Agreement”). This AI Addendum governs Customer’s and its Authorized Users’ access to and use of AI Services (as defined below).
Capitalized terms used but not defined in this AI Addendum have the meanings set forth in the Agreement.
1.1 “AI Laws” means applicable laws, regulations, regulatory guidance, and industry standards relating to artificial intelligence, automated decision-making, machine learning, data protection, or similar technologies.
1.2 “AI Services” means artificial intelligence-enabled functionality, features, or services made available by Sirion as part of the Subscription Services.
1.3 “Input Data” means Prompts, instructions, Customer Data, configurations, templates, documents, workflows, questions, files, metadata, or other information submitted by or on behalf of Customer to the AI Services.
1.4 “Output” means any response, result, recommendation, analysis, summary, extraction, generated content, workflow action, draft, clause recommendation, redline, insight, or other content generated by the AI Services based on Input Data.
1.5 “Prompt” means a natural language text that requests the AI Services to perform a specific task.
1.6 “Third-Party AI Providers” means third parties whose models, infrastructure, APIs, embeddings, foundation models, or AI technologies are incorporated into or used in connection with the AI Services.
1.7 “Usage Data” means operational, telemetry, diagnostic, performance, system, interaction, and usage-related information generated in connection with Customer’s use of the AI Services, excluding Customer Data and any data that directly identifies Customer or its Authorized Users.
2.1 AI-Assisted Functionality. The AI Services are designed to support Customer’s use of the Subscription Services through AI-enabled functionality and related enterprise workflow capabilities.
2.2 Probabilistic Technology. Customer acknowledges that AI and machine learning technologies are probabilistic in nature and may produce incorrect, incomplete, inaccurate, misleading, or unintended Output and may generate similar or identical Output for multiple customers or users. Certain AI Services may provide supporting references, confidence indicators, or related contextual information intended to assist Customer in evaluating Output.
2.3 No Professional Advice. The AI Services do not constitute legal, financial, accounting, procurement, or other professional advice.
2.4 Human Oversight. Customer is responsible for maintaining appropriate human review, supervision, governance, and approval processes over its use of Input Data, the AI Services, and any Output.
2.5 Beta and Experimental AI Features. Any alpha, beta, preview, early access, experimental, or evaluation AI features are provided on an optional basis and may be subject to additional terms.
Unless otherwise expressly stated such features:
a) are provided “as is” without warranties and are not subject to any indemnification obligations under the Agreement;
b) may be suspended, modified or discontinued by Sirion at any time; and
c) may not be suitable for production use.
3.1 Authorized Use. Customer will only use the AI Services:
a) in accordance with the Agreement, Documentation, applicable laws, and this AI Addendum; and
b) for lawful internal business purposes.
3.2 Restricted Uses. Customer shall not, and shall not permit any third party to:
a) use the AI Services to develop, train, benchmark, or improve any competing product, model, or service;
b) use the AI Services in a manner that violates applicable laws or regulations;
c) submit Input Data that Customer does not have the right to use;
d) use the AI Services for solely automated decision-making without appropriate legal safeguards where required
by applicable law;
e) attempt to extract model weights, parameters, training data, source code, or underlying components of the AI Services;
f) use the AI Services to generate malicious code, deceptive content, unlawful content, or infringing material; or
g) circumvent any safeguards, rate limits, usage restrictions, filtering mechanisms, or security protections implemented by Sirion or Third-Party AI Providers.
3.3 Protected Data. Customer will not submit to the AI Services any sensitive personal data or regulated data where prohibited by applicable law or the Agreement.
4.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data and Input Data.
4.2 Output Rights. Subject to Customer’s compliance with the Agreement and applicable law, Sirion assigns to Customer any rights Sirion may have in Output generated for Customer through the AI Services. To the extent Output includes or depends on Sirion’s pre-existing intellectual property, Sirion grants Customer a limited, non-exclusive, non-transferable license to use such Sirion intellectual property solely as incorporated in the Output and in accordance with the Agreement.
4.3 Reservation of Rights. Sirion and its licensors retain all right, title, and interest in and to:
a) the AI Services;
b) the models, algorithms, embeddings, Prompts (other than Prompts developed by Customer, which are Input), workflows, interfaces, systems, software, and know-how used to provide the AI Services;
c) all improvements, modifications, derivative works, and enhancements thereto; and
d) Usage Data.
For clarity, except for any rights in the Output, nothing in this AI Addendum transfers ownership of any Sirion intellectual property rights in the AI Services to Customer.
5.1 No Accuracy Guarantee. Sirion does not warrant that the AI Services or any Output will be accurate, complete, current, reliable, error-free, unbiased, free from hallucinations, or suitable for Customer’s intended use.
5.2 Customer Validation Obligation. Customer is solely responsible for:
a) evaluating and validating all Output;
b) determining whether Output is appropriate for Customer’s intended use;
c) making all business, legal, procurement, operational, and compliance decisions; and
d) ensuring that any use of Output complies with applicable laws, regulations, and Customer policies.
6.1 Security Measures. Sirion will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data processed through the AI Services consistent with the security commitments set forth in the Agreement.
6.2 AI Governance. Sirion may implement reasonable policies around use, limits, and oversight relating to the responsible and secure use of AI Services, including as described in applicable Documentation or Sirion’s Trust Center.
6.3 Suspension Rights. Sirion may suspend access to all or part of the AI Services where reasonably necessary to:
a) prevent misuse;
b) address security or legal risks;
c) comply with applicable law, AI Laws, or Third-Party AI Provider requirements; or
d) protect the integrity, security, or availability of the AI Services.
7.1 Third-Party Dependencies. Customer acknowledges that portions of the AI Services may rely on Third-Party AI Providers, models, cloud platforms, vector databases, orchestration frameworks, or related infrastructure components and that availability, functionality, features, or performance may change based on the actions or requirements of such providers.
7.2 Provider Changes. Sirion reserves the right to update, replace, modify, or discontinue underlying models, providers, or AI infrastructure components from time to time, provided that such changes do not materially reduce the overall functionality or security posture of the AI Services.
7.3 Safeguards. Where the AI Services utilize Third-Party AI Providers, Sirion will implement commercially reasonable contractual, administrative, and technical safeguards designed to protect Customer Data and maintain confidentiality obligations consistent with the Agreement.
7.4 Cross-Border Processing. Customer acknowledges that Input Data may be processed by Third-Party AI Providers in jurisdictions identified in the applicable Documentation, Data Processing, or Sirion’s Trust Center.
8.1 Customer Responsibility for Use of Output. Customer is solely responsible for reviewing Output for potential intellectual property, confidentiality, regulatory, or legal concerns before use, publication, distribution, or reliance.
8.2 Application of Existing IP Provisions. Any intellectual property indemnities and related exclusions, limitations, disclaimers, and procedures set forth in the Agreement shall apply to the AI Services and Output to the same extent as the Subscription Services, provided that Sirion shall have no liability to the extent any claim arises from:
a) Customer’s Input Data;
b) Customer’s modification or use of Output;
c) Customer’s combination of Output with third-party materials;
d) Customer’s failure to review or validate Output; and/or
e) Customer’s use of the AI Services in violation of the Agreement or Documentation.
Customer acknowledges that AI Laws are rapidly evolving. Sirion may update the AI Services, Documentation, or this AI Addendum from time to time as reasonably necessary to:
a) comply with applicable laws and regulations;
b) address evolving technology, security, or operational requirements;
c) align with Third-Party AI Provider requirements; and/or
d) improve responsible AI governance practices.