“Placements.io Service” means the software as a service platform provided by Placements.io under a Customer Agreement.

“Placements.io AI” means any feature or functionality made available by Placements.io that uses artificial intelligence, machine learning, large language models, algorithms, or similar technologies.

“Customer Data”means any data, content, or materials submitted by or on behalf of Customer into the Placements.io Service. For clarity, Customer owns all right, title, and interest in and to Customer Data, subject only to the rights granted to Placements.io under the applicable Customer Agreement and these AI Terms.

“Users” means Customer’s employees, contractors, or other authorized individuals permitted by Customer to access the Placements.io Service.

These Placements.io AI Terms apply solely to Customer’s access to and use of Placements.io AI and do not apply to Customer’s use of any third-party AI or technologies outside of the Placements.io Service. In the event of conflict between these AI Terms and the Agreement, these AI Terms will control solely with respect to Placements.io AI.

Placements.io grants Customer a limited, non-exclusive, non-transferable right to access and use Placements.io AI solely for Customer’s internal business purposes.

Placements.io and its licensors exclusively own all right, title, and interest in and to Placements.io AI, including all associated intellectual property rights. No rights are granted to Customer other than those expressly set forth in the Customer Agreement and these AI Terms.

If Customer enables Placements.io AI, Customer Data submitted to the Placements.io Service (“Input”) may be processed by Placements.io AI, and Placements.io will return generated results (“Output”). Input and Output are collectively referred to as “AI Content” and constitute Customer Data under the Agreement.

Customer is solely responsible for its AI Content and for complying with all applicable laws and the Agreement. Customer represents and warrants that AI Content will not:

1. Violate any applicable law or regulation;
2. Infringe or misappropriate any intellectual property or other rights of any third party;
3. Violate any provision of the Agreement or these AI Terms.

Customer acknowledges that due to the nature of machine learning and the technology powering Placements.io AI features, Output may not be unique and Placements.io AI may generate the same or similar output to Placements.io or a third party.

Placements.io will not use Customer Data to train the AI models for the benefit of other Placements.io customers. Additionally, Placements.io does not authorize any third-party subprocessor of Placements.io AI to use Customer Data for model training purposes.

Customer may not use, and may not permit any User or third party to, use Placements.io AI or any Output:

1. To develop, train, or improve foundation models, algorithms, software, data sets or AI products that compete with or are intended to replace the Placements.io Service or Placements.io AI;
2. To mislead Users into believing Output was entirely human-generated;
3. To reverse engineer, decompile, disassemble, extract source code or underlying components, or otherwise attempt to derive the structure, ideas, or algorithms underlying Placements.io AI;
4. In violation of any technical documentation, usage limits, or applicable policies;
5. To make automated decisions that have legal or similarly significant effects without human oversight; or
6. In a way that infringes Placements.io’s or other third party’s rights.

PLACEMENTS.IO AI IS PROVIDED “AS IS”. Placements.io does not make any warranty regarding the results obtainable from using Placements.io AI or the accuracy or suitability for Customer or its Users’ needs of any information (including, but not limited to, materials, designs, workflows/processes, code, or other data) obtained through the Placements.io Service. Customer and its Users understand and agree that any such information obtained through using Placements.io AI is at its own risk, and is responsible for independently verifying Output as appropriate. No information, suggestions, or Output obtained from Placements.io or through Placements.io shall create any warranty not expressly made herein.

TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATED TO THE USE OF PLACEMENTS.IO AI.

Customer shall indemnify, defend, and hold harmless Placements.io and its officers, directors, employees, and affiliates from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

1. Customer’s use of Placements.io AI in violation of these AI Terms, the Agreement, or applicable law;
2. AI Content submitted by or on behalf of Customer; or
3. Any Output relied upon, shared, or used by Customer that results in harm, liability, or damage to a third party.

Any service level commitments or uptime guarantees set forth in the Agreement do not apply to Placements.io AI, particularly where any issue arises due to a third-party AI provider.

Use of Placements.io AI is optional and not required to access or use the Placements.io Service. Placements.io includes integrations with OpenAI, and Customer’s use of such functionality must comply with all applicable OpenAI policies, including their Usage Policy and Sharing and Publication Policy.

Customer acknowledges and agrees that Placements.io utilizes OpenAI as a subservice provider in connection with Placements.io AI functionality. By using Placements.io AI, Customer authorizes Placements.io to disclose Customer Data (including Input) to OpenAI solely as necessary to provide the AI features. OpenAI’s use of such data is governed by Placements.io’s agreement with OpenAI and subject to applicable confidentiality, privacy, and security obligations.