The following defined terms are hereby added to the MSSA: "AI Services" means the features and products offered by Reprise to Customer that incorporate machine learning, generative AI or other technology that is defined as an AI System by NIST AI RMF.
"Inputs" means Customer Data input into the AI Services.
"Outputs" means the response or output corresponding to an Input that is generated by the AI Services.
The following defined terms are hereby amended to include the AI Services: "Reprise Developed IP" means any and all technology or intellectual property related to the Reprise Documentation, Reprise Platform, or Services that is conceived, developed, or reduced to practice in any form or medium, including software and other works of authorship, algorithms, user interfaces, designs, data, databases, AI Services and collections of data, inventions (whether or not patentable) or discoveries, process, know-how or techniques, trademarks or trade secrets.
"Capture(s)" means the collection of live or near real time experiences with Customer's products or services online, which is then compiled to create an integrated, interactive demo using the Reprise Developed IP and Customer Data that is displayed to Capture Viewers for the purpose of customizing their experience of Customer's products or services.
Customer approves OpenAI, Inc. as a Reprise Subprocessor (as defined in our Data Processing Agreement) for purposes of providing AI Services, even if personal data is not processed, and acknowledges that Reprise may add additional large language model providers in the future as Subprocessors for the operation of the AI Services.
By enabling AI Services, Customer's Inputs will be processed by Reprise and its Subprocessors and Customer will receive Outputs. When Customer uses the AI Services, Inputs and Outputs are owned by Customer and Reprise hereby assigns to Customer any rights to the Inputs or Outputs granted to Reprise by a Subprocessor. Reprise's agreements with Subprocessors of large language models and generative AI services do not give them permission to train, re-train or fine-tune their publicly available models on Customer Data. Reprise has also entered into data processing agreements with Subprocessors where available and applicable. Customer's Inputs are Confidential Information. Customer hereby grants Reprise a license to use, transform or process Customer Data and/or Inputs for the AI Services. Customer also grants Reprise a limited license to train, re-train or fine-tune Reprise artificial intelligence or machine learning systems using Customer Data and/or Inputs. If Customer uses its own AI service provider that interoperates with the AI Services, such AI service provider is a Non-Reprise Application and subject to the restrictions contained in the MSSA.
Customer is solely responsible for its Inputs and Outputs. Customer will ensure that its Inputs and Outputs will not (i) violate any applicable law; (ii) violate the terms of the MSSA; or (iii) infringe, violate, or misappropriate any of Reprise's rights or the rights of any third party. Customer acknowledges that due to the nature of the technology powering the AI Services, Customer's Outputs may not be unique and the AI Services may generate the same or similar output to Reprise or its other customers.
Reprise does not warrant or represent that the AI Services are error-free, complete, or suitable for any specific purpose, and will not be liable for any direct, indirect, incidental, consequential, or special damages arising from or related to the use or incorporation of the AI Services, except to the extent caused by the Reprise's gross negligence or willful misconduct.
Reprise is initially offering the AI Services at no charge but reserves its rights to charge Fees for the AI Services; provided, however, that Customer and Reprise will enter into an Order setting forth the AI Services and any such associated Fees.
