Search

AI Addendum

AI Addendum

This Artificial Intelligence Addendum (“Addendum”) amends and forms part of the Master Services Agreement (“Agreement”) between WWT Inc. (DBA VOIP Networks, DBA Cloud9 Infrastructure) (“we,” “us” “VOIP” , “VOIP Networks” or “Cloud9 Infrastructure”) and Customer. We and Customer are individually referred to as “Party” and collectively as the “Parties”. In the event of a conflict between the Master Services Agreement and this Addendum, this Addendum shall govern. All capitalized words and phrases not specifically defined in this Addendum shall have the same meaning given to those words and phrases in the Master Services Agreement.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS ADDENDUM, YOU SHOULD NOT USE OR OTHERWISE ENABLE ANY AI FEATURE WITHIN THE SERVICES.

1. Definitions

1.1 “Applicable Laws” means all applicable international, federal, state, local laws and regulations governing our development and/or deployment of AI Features.

1.2 “AI Features” means any services, features, or functionalities made available by Us that relates to the provision of capabilities that enable the analysis of data to identify patterns, make predictions, and/or generate new content/responses or take action, leveraging machine learning algorithms and models.

1.3 “AI Training” means the process by which an artificial intelligence or machine-learning model’s internal parameters (including weights, biases, embeddings, or equivalent representational structures) are created, modified, fine-tuned, or updated through exposure to data for the purpose of permanently altering the model’s behavior or performance beyond the duration of a single inference or session. AI Training does NOT include the use of Customer Data solely for retrieval, search, ranking, summarization, or contextual augmentation where: the underlying model parameters are not modified, the data is supplied at inference time only, and no information from the data is retained by the model beyond the request or session.

1.4 “Customer Data” shall mean any and all information, content, material, or signals, whether in raw, processed, structured, unstructured, aggregated, anonymized, de-identified, synthetic, or derivative form, that are supplied to, ingested by, accessed through, generated, or otherwise made available by Customer in connection with the development or deployment of AI Features, including but not limited to Inputs and Outputs related to Customer’s use of the AI Features.

1.5 “Input” means questions, prompts, seed data, or other informational inputs which may include Customer Data as submitted by the Customer to us for processing.

1.6 “Output” means responses and/or actions generated by AI Features and presented back to the Customer or to perform a task from the AI Features based on Input provided to the AI Features by Customer and which may contain Customer Data or other questions asked to AI Features as Input.

1.7 “Services” means the services offered under the Master Services Agreement and agreed to by Customer that include AI Features.

2. Disclosures and Rights to Inputs and Outputs

2.1 You acknowledge that the AI Features may be powered by or use technology from third-party providers (“Third-Party AI Providers”). Our current Third-Party AI Providers and the terms governing their services (“Third-Party Terms”) are listed in Exhibit A to this AI Addendum.  By using the AI Features, Customer acknowledges and permits us to disclose any Input, as determined by us, in our sole discretion, with the applicable Third-Party AI Providers; provided, however, no Input will be disclosed to a Third-Party AI Provider for the purpose of training or fine-tuning its underlying base model, without Customer’s acceptance of or agreement to supplemental terms granting us the right to do so.

2.2 Your use of the AI Features constitutes your acknowledgment of and agreement to be bound by the then-current versions of all applicable Third-Party Terms and included obligations, restrictions, and disclaimers. You are responsible for regularly reviewing these Third-Party Terms. If you do not agree to the Third-Party Terms, you may not use the AI Features.

2.3 For the avoidance of doubt, any Output generated by the AI Features based on Customer’s Input shall be deemed Customer Data. As between the Parties and subject to any Third-Party Terms, Customer retains all right, title, and interest in and Inputs, and Outputs that are unique to Customer. Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide Inputs to the AI Features and to use any Outputs generated. We shall have no obligation to store, maintain or return to Customer any Output generated by the AI Features based on Customer’s Input.

2.4 Customer grants us a non-exclusive, worldwide, royalty-free license to use, reproduce, display, process, and otherwise utilize Inputs and Outputs solely as necessary to provide, maintain, support, and improve the Services, including the AI Features, and to comply with Applicable Law.

2.5 Except as expressly permitted in this Addendum or as otherwise agreed to in writing between the Parties, we shall not use Customer Data for the AI Training of any AI Feature.  Notwithstanding the foregoing, we or Third-Party AI Providers may use Customer Data for such AI Training or improvement solely to the extent required by the applicable Third-Party Terms, provided that such use is limited to what is strictly necessary to access or operate such model.

3. Our Responsibilities and Disclosures

3.1 We agree to comply with all Applicable Law as it relates to the development and deployment of our AI Features and shall only process Customer Data as a service provider, processor or licensee as required by Applicable Law or Third-Party Terms.  We shall make reasonable efforts to notify Customer as soon as it learns of any reason it may be unable to meet this obligation.

4. Customer Responsibilities

4.1 Customer is solely responsible for (i) developing Customer’s own AI governance procedures regarding the appropriate use of AI Features and training Customer’s employees, subcontractors, agents and any other permitted users on such policies, (ii) providing transparency and obtaining all necessary consents relating to the use of AI Features and as required by Applicable Laws, and (iii) implementing sufficient human oversight for the use of AI Features to avoid discriminatory or unlawful behavior or impermissible automated decision-making. Specifically, Customer shall clearly and prominently inform its users that (a) they are interacting with AI rather than a human, and (b) conversations are being recorded and may be shared with us and our Third-Party AI Providers for the purpose of providing and supporting the Services. Customer is required to obtain all necessary consents from users for such data usage and update its privacy policies accordingly.

4.2 Customer will not provide Input or attempt to generate Output through AI Features that consists of any sensitive or regulated information without obtaining prior express consent from its customers/users and unless appropriate safeguards are in place  Customer may not use AI Features: (a) to develop competing products with the AI Features; (b) to mislead any person that Output was solely human generated; (c) to generate spam, fraudulent or inappropriate content for dissemination; or (d) in a manner that violates any technical documentation, usage guidelines, or parameters.

4.3 Customer agrees to comply with: (i) all Applicable Law as it relates to the use of AI Features and (ii) our acceptable use requirements set forth in the Master Services Agreement and other policies we may develop and post from time to time. Customer shall also immediately notify us in writing of any actual or suspected non-compliance with Applicable Laws as it relates to Customer’s deployment of the AI Features.

5. Disclaimers

5.1 Customer acknowledges and agrees that: a) The AI Features rely on probabilistic models which may be experimental and may produce inaccurate, incomplete or duplicated content, biased, offensive, or otherwise unreliable results and are provided as is without any express or implied warranties. b) We do not warrant that any Output Data will be accurate, error-free, or fit for a particular purpose. c) Customer is solely responsible for reviewing, validating, and approving Outputs prior to its reliance or use. d) AI Features are provided “as is” and “as available”, and we do not make any representation or warranty as to the Output or the results that may be obtained from the use of the AI Features or the accuracy of any other information obtained through the AI Features. We disclaim all warranties including warranties of merchantability, noninfringement, and fitness for a particular purpose.  e) Neither we nor our affiliates or their respective representatives will be liable under any legal or equitable theory for any claim (including third-party claims), damage, or loss and Customer will indemnify, defend and hold us harmless against any and all such claims arising from or relating to Customer’s use of AI Features. For the avoidance of doubt, the foregoing terms and conditions contained in this section are in addition to, and not in lieu of, the terms of the Master Services Agreement.

5.2 Customer acknowledges that AI Features may be dependent on Third-Party AI Providers and are subject to the terms, performance, and availability of such Third-Party AI Providers set forth in Exhibit A hereto. To the extent of any conflicts between the Third-Party Terms and those set forth herein, the Third-Party Terms shall prevail. We disclaim liability arising from such Third-Party AI Providers to the maximum extent permitted by law.

5.3 Outputs are provided for convenience and are not intended to be relied upon for any legal, financial or other professional advice, and nothing provided should be used as a substitute for independent, professional judgement.

5.4 Customer’s ability to opt-out of utilizing the AI Features is subject to our own or the Third-Party AI Provider offering a commercially available opt-out mechanism.  We shall have no obligation to implement or honor any opt-out request that is not currently supported by us or the relevant Third-Party Provider without custom development or modification.

EXHIBIT A

OpenAI

Google

MS Azure

Mitel

IntelePeer

Our Experts are

Standing by

If your organization needs a secure, flexible, and scalable communications solution backed by white-glove service, please contact us for a free consultation.

CONTACT US