This Annex 1 (AI Usage Terms) (“AI Annex”) applies only where an applicable order expressly indicates that Customer is purchasing access to one or more products or features that incorporate or enable artificial intelligence or machine learning functionality (“AI Features”). If an order does not reference AI Features, this AI Annex does not apply.
A1. Definitions
“AI Features” means any functionality of the Service (or related Deployment Services) that uses, relies on, or is enabled by artificial intelligence, machine learning, large language models, or similar automated technologies (including any third-party models or services integrated into the Service).
“AI Output(s)” means any output, result, recommendation, summary, analysis, report, content, or other material generated, in whole or in part, by AI Features.
“Third-Party AI Provider” means any third party whose models, tools, or services are used to deliver AI Features.
A2. Acknowledgement of AI Features and Third-Party Technology
Customer acknowledges that AI Outputs may be generated, in whole or in part, using Third-Party AI Providers and automated technologies. Customer understands that AI Outputs may contain errors, omissions, or inaccuracies, and may not be unique.
A3. Customer Responsibility; Appropriate Use
Customer is solely responsible for: (i) vetting, reviewing, and validating all AI Outputs prior to any reliance, secondary use, or distribution to its personnel, clients, or users; (ii) ensuring that its use of AI Outputs complies with applicable laws, regulations, and third-party rights; and (iii) implementing appropriate human review and internal governance procedures proportionate to the risks associated with the intended use.
Customer’s use of AI Features and AI Outputs is at its own risk. Customer shall not represent AI Outputs as human-generated, professional advice, or guaranteed accurate without appropriate disclosure and review.
A4. Indemnity Carve-Out for AI Outputs
For the avoidance of doubt, Ziflow’s indemnity obligations under Section 10 of the agreement do not apply to third-party claims to the extent they are based on or arise out of AI Outputs or Customer’s use of AI Features (including any reliance on AI Outputs), except to the extent such claim is caused by Ziflow’s breach of the agreement or an applicable annex.
A5. Warranty and Disclaimer Specific to AI Features
Notwithstanding anything to the contrary in Section 3 of the agreement, Ziflow makes no warranty that AI Outputs will be accurate, complete, non-infringing, or fit for Customer’s particular purpose. AI Features and AI Outputs are provided “as is” and “as available”.
A6. Intellectual Property – AI Outputs
To the extent Ziflow has any right, title, and interest in and to AI Outputs, Ziflow hereby assigns to Customer all such right, title, and interest in the AI Outputs, subject always to: (i) Ziflow’s and its licensors’ ownership of the Service and underlying software; and (ii) any rights of Third-Party AI Providers in their models, tools, or services.
Customer acknowledges that: (a) the legal status of AI Outputs remains subject to legal uncertainty and AI Outputs may not be eligible for copyright or trademark protection in all jurisdictions; (b) Ziflow does not own the underlying models, prompts, or training datasets used by Third-Party AI Providers; and (c) Ziflow makes no representation that AI Outputs are original, tailored, or will not be similar to outputs generated for other users.
A7. Third-Party Intellectual Property Risk
Ziflow specifically disclaims any and all liability for claims that an AI Output infringes the intellectual property rights of a third party where such infringement arises from: (i) third-party intellectual property embedded in or associated with Third-Party AI Providers’ models or training data; or (ii) the nature of automated generation, including potential similarities to third-party works. Customer is responsible for conducting its own clearance checks and legal assessment before using AI Outputs in external-facing or commercial contexts.
A8. Restrictions and Prohibited Uses
Customer shall not, and shall not permit any user or third party to: (i) use AI Features or AI Outputs to develop, train, retrain, fine-tune, improve, benchmark, or validate any third-party artificial intelligence model, system, or product (whether commercially available or in development), except where expressly permitted in writing by Ziflow; (ii) reverse engineer, extract, or attempt to discover underlying model components, weights, prompts, or system instructions used to generate AI Outputs, except as allowed by applicable law despite this limitation; (iii) use AI Outputs or AI Features to create or support any competing product or service; or (iv) input data into AI Features where Customer lacks the necessary rights, consents, or lawful basis to do so.
A9. Limitation of Liability – AI Features
Without limiting Section 9 of the agreement, and to the maximum extent permitted by law, neither party will be liable for losses arising from Customer’s reliance on AI Outputs or use of AI Features where such losses could reasonably have been avoided through appropriate human review, validation, or governance controls. Nothing in this AI Annex limits liability that cannot be excluded by law or the parties’ liability under Section 9.a of the agreement.
A10. Order Form Mechanics
An order may identify AI Features by name, bundle, or description and may include usage limits, feature entitlements, or additional fees. If AI Features are added after the effective date, the parties will do so through a new order or written amendment referencing this AI Annex.
