AI addendum
GREENHOUSE SOFTWARE, INC.
AI ADDENDUM
THIS AI ADDENDUM (THE “ADDENDUM”) IS SUBJECT TO THE MASTER SUBSCRIPTION AGREEMENT ENTERED INTO BY GREENHOUSE AND LICENSEE (THE “MSA”) AND GOVERNS THE PROVISION OF SAAS SERVICES TO LICENSEE BY GREENHOUSE SOFTWARE, INC. (“GREENHOUSE”) AS SET FORTH IN THE APPLICABLE ORDER FORM(S), AND FORMS PART OF THE AGREEMENT. BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS ADDENDUM BY REFERENCE, LICENSEE AGREES TO THE TERMS OF THIS ADDENDUM. ANY CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE AGREEMENT.
1. DEFINITIONS
“AI Service Provider” means a third-party service provider that Greenhouse uses to provide an element of our AI Features.
“AI Features” means any service, feature, or functionality made available by Greenhouse or through the Greenhouse Services (including any Beta Service) that utilizes artificial intelligence or machine learning technology, including those that may be labeled or otherwise described as AI Features (for example, by incorporating the term “AI” into a product or feature name). AI Features are covered by the Greenhouse MSA and are part of the Greenhouse Services.
“Input” means questions or information which may include Licensee Data as submitted by the Licensee to Greenhouse for processing.
“Output” means responses generated by AI Features and presented back to the Licensee from AI Features based on Input provided to AI Features by Licensee and which may contain Licensee Data or other questions asked to AI Features as Input.
2. USE OF THE AI FEATURES
(a) Greenhouse’s Responsibilities. Greenhouse shall use all commercially reasonable efforts to ensure that no Personal Data provided by Licensee to Greenhouse pursuant to this Agreement will be ingested into any Large Language Model (LLM), Generative Artificial Intelligence (AI), Traditional Machine Learning (ML) aggregate models, or any other machine learning program or application, for the purpose of training or in any manner that would be likely to result in unauthorized disclosure of the Personal Data or a reduction in the confidentiality protections of any Personal Data under the Agreement. To the extent that Greenhouse trains AI models using Licensee Data or Licensee Confidential Information, Greenhouse shall use all commercially reasonable efforts to ensure that the data is aggregated or anonymized in such a manner that it cannot reasonably be linked back to Licensee and/or any individual by third parties.
(b) Licensee’s Responsibilities. When Licensee uses AI Features, Output shall constitute Licensee Data. Licensee is solely responsible for the development, content, operation, maintenance, use, and dissemination of its Inputs and Licensee Data. Licensee will ensure that neither the Input nor Licensee’s use of AI Features will: (i) violate any applicable law; (ii) violate this AI Addendum, the MSA, or any content and use policies Greenhouse may implement from time to time; or (iii) infringe, violate, or misappropriate any of Greenhouse’s rights or the rights of any third party. Licensee further represents and warrants that Licensee has all rights, licenses, and permissions needed to provide the Input to AI Features. Licensee acknowledges that, due to the nature of generative AI and the technology powering Greenhouse’s AI features, Output may not be unique and AI Features may generate the same or similar output to Greenhouse or a third party.
(c) AI Features Use Restrictions. Licensee will not provide Input or attempt to generate Output through AI Features that consists of any sensitive or regulated information, including: (i) Protected Health Information as defined by HIPAA or similar statutes, or health, genetic, biometric record data in general; (ii) government-issued identification numbers of any kind; or (iii) personal financial or bank account information. Licensee may not use AI Features: (a) to develop foundation models or other large-scale models that compete with Greenhouse or 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. Additionally, Licensee’s use of AI Features is subject to fair usage restrictions that Greenhouse may determine in its sole discretion. Licensee acknowledges and agrees that if Licensee exceeds what Greenhouse, in its sole discretion, determines to be fair usage, Greenhouse may disable or degrade performance of AI Features.
(d) Participation and Termination. Licensee understands and acknowledges that Licensee’s use of AI Features is voluntary and optional, and that SaaS Services may be used with AI Features disabled. At Greenhouse’s sole discretion, Greenhouse may at any time: (i) change, suspend, or discontinue any AI Features; (ii) impose limits on certain features and services or restrict Licensee’s access to all or part of AI Features without notice or liability to Greenhouse; and (iii) require that Licensee pay additional fees in order to access or use any or all AI Features, subject to a mutually executed Order Form.
(e) Risks and Limitations. Artificial intelligence and machine learning technologies have known and unknown risks and limitations. Licensee acknowledges that Licensee is solely responsible for: (i) developing Licensee’s own internal policies regarding the appropriate use of these technologies and training other users on Licensee’s account on such policies; (ii) providing transparency and obtaining all necessary consents 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. By using AI Features, Licensee acknowledges and agrees that Greenhouse is not responsible for: (a) any inaccuracies or errors in the Output; (b) any biases, lack of fairness, or limitations of the underlying algorithms or data; or (c) any Output that Licensee may find harmful or offensive. Licensee acknowledges that AI Features are optional features of the Greenhouse Services and that Licensee is free to stop using AI Features at any time. If Licensee elects to opt out of any or all available AI Features, Licensee acknowledges and agrees that certain functionality within the SaaS Services may be limited or unavailable.
3. PROPRIETARY RIGHTS
As between the parties, Greenhouse owns all right, title, and interest in and to AI Features, including all intellectual property and proprietary rights. Except for the rights provided to Licensee in this AI Addendum, no other rights or permissions to AI Features are granted.
4. WARRANTY DISCLAIMER; INDEMNIFICATION
AI FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND GREENHOUSE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO OUTPUT OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF AI FEATURES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH AI FEATURES. GREENHOUSE DISCLAIMS ALL WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE UNDERSTANDS AND AGREES THAT GREENHOUSE DOES NOT ATTEMPT TO VERIFY THE ACCURACY OR COMPLIANCE WITH LAWS OF ANY OUTPUT, MATERIAL, OR OTHER DATA OBTAINED THROUGH THE USE OF ANY AI FEATURE, AND LICENSEE ASSUMES THE SOLE RISK FOR USE OF SUCH OUTPUT, MATERIAL, OR DATA. LICENSEE SHALL HAVE FULL CONTROL OF ANY OUTPUT BEING APPLIED OR USED AND SHALL EVALUATE THE ACCURACY OF ANY OUTPUT PRIOR TO ACCEPTANCE OF THE OUTPUT. LICENSEE SHOULD NOT RELY ON ANY FACTUAL ASSERTION IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING ITS ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. AI FEATURES MAY NOT BE CAPABLE OF DYNAMICALLY RETRIEVING INFORMATION, AND OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER AN AI FEATURE WAS TRAINED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM GREENHOUSE OR THROUGH AI FEATURES SHALL CREATE ANY REPRESENTATION OR WARRANTY. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING TERMS AND CONDITIONS CONTAINED IN THIS SECTION 4 ARE IN ADDITION TO, AND NOT IN LIEU OF, THE TERMS OF THE AGREEMENT.
GREENHOUSE WILL HAVE NO LIABILITY FOR AN INFRINGEMENT CLAIM UNDER THE MSA IF THE ACTUAL OR ALLEGED INFRINGEMENT RESULTS FROM LICENSEE’S INPUTS OR ITS USE OF THE AI FEATURES.
5. IMPROVING AI FEATURES
Greenhouse may use Licensee Data and Feedback provided by Licensee regarding Licensee’s use of AI Features to further develop and improve AI Features or as otherwise permitted under the MSA.
6. AI PROVIDERS; POLICIES
Greenhouse uses technology provided by its AI Providers to provide certain features and functionality of AI Features. Licensee’s use of AI Features provided by AI Providers may be subject to the AI Provider’s terms of use and other policies. Licensee may not use AI Features in a manner that violates any AI Provider terms or policies.
7. MISCELLANEOUS
(a) Entire Agreement; Modification; Conflicts. This AI Addendum, together with any Order Form(s) in effect between Licensee and Greenhouse, any exhibits or attachments thereto, any SOW(s), and the MSA constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this AI Addendum shall be effective unless agreed and signed by both parties. To the extent of any conflict or inconsistency between the provisions of this AI Addendum and other documents or terms comprising the Agreement, the terms of this AI Addendum shall prevail.