AI Terms and Conditions

[Last Updated: May 2023]

These AI terms and conditions (“AI Terms“) govern the use of the Panaya code testing solution powered by artificial intelligence (“AI”) (“AI Feature”) and forms an integral part of the Master Service Agreement (“MSA”), terms used however not defined herein, shall have meaning as defined in the MSA or applicable Subscription Order.

The customer using the AI Feature (“Customer”, “you” or “your”) understands that the AI Feature is not mandatory, the Panaya Services may be used without enabling the AI Feature. The AI Feature may be provided subject to a fixed fee, or otherwise free of charge, as part of an Alpha/Beta testing, or subject to a free trial or POC, all as agreed by the parties in writing.

BY ACCESSING OR USING THE AI FEATURE YOU HEREBY ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THESE AI TERMS AND AGREE TO BE BOUND BY THEM.  IF YOU DO NOT AGREE TO THESE AI TERMS, YOU MAY NOT USE THE AI FEATURE. YOU HEREBY AGREE THAT THESE AI TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

1. Use of Services: Panaya hereby grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Feature during the Subscription Term, unless otherwise agreed by the parties, and solely for the intended purpose as set forth herein. The use of the AI Feature is subject to Customer’s compliance with any and all applicable laws and these AI Terms.

2. Third Party Providers: The AI Feature is provided by third-parties providers. Currently we are using artificial intelligence technology developed and provided by OpenAI LLC (“OpenAI”). Customer acknowledges and understands that by using the AI Feature the OpenAI Terms of Service govern the use of the AI Feature (available here) (“OpenAI Terms”) and specifically, that any information, content or code uploaded to the AI Feature (“Input”) may, depending on the type of API, be used by OpenAI for model training and improvement. OpenAI grants opt-out rights available here. The Inputs may be shared with and manually reviewed by a person, including by third party contractors located around the world. The Customer should not use or provide any information that is sensitive or that he does not want others to view, including personal data. Panaya has no control over the use of the Input, thus, any use of such is at your own risk and Panya does not represent, undertake or warrant to any security or control of or to the Input.

3. Content: The Customer is solely responsible for the Input. Further, by using the AI Feature, the Customer will receive output generated and returned by the AI Feature based on the Input (“Output”) (Input and Output are collectively “Content”). The Customer is solely responsible for ensuring that the Content complies with applicable laws, these AI Terms, and specifically the AUP requirements set forth in Section 4 below. As between the parties and to the extent permitted by OpenAI Terms and applicable law, the Customer owns all Input and is hereby granted rights, title and interests in and to Output. The Content may be used for any legal and lawful purpose, including commercial purposes and publication, at Customer’s own risk. Prior to publication, it is recommended to add a disclosure that the Output was generated by AI tools. Due to the nature of machine learning, Output may not be unique across users and the AI Feature may generate the same or similar output for third parties.

4. Accuracy: The AI Feature is provided by third party providers, Panaya does not guaranty accuracy of any Output generated by the AI Feature. Given the probabilistic nature of machine learning, and AI, use of our AI Feature may in some situations result in incorrect Output that does not accurately reflect the action generated. The Customer shall evaluate the accuracy of any Output and shall not reply on Panaya to do so.

5. Acceptable Use Policy “AUP”: Without derogating from the restrictions and acceptable use policy in the MSA, the Customer hereby represent and warrant that it will not, nor will it authorize anyone on its behalf, including an Authorized User, to: (a) mislead anyone that the Content generated by human-generated; (b) use the AI Feature to generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, contains malware, unsolicited bulk content, ransomware, viruses, or other software; (c) use the AI Feature for activities which has high risk of economic harm, for adult content, adult industries, and dating apps; offering tailored financial advice without a qualified person reviewing the information; to provide health advice, political campaigning or lobbying; (d) use the AI Feature in a way that infringes, misappropriates or violates any third party rights; (e) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Feature (except to the extent such restrictions are contrary to applicable law); (f) use the AI Feature to develop foundation models or other large scale models that compete with Panaya or OpenAI; and (g) use any method to extract data from the AI Feature, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API.

6. Restrictions: The AI Feature may solely be used in the jurisdictions provided here.

IN ADDITION TO THE DISCLAIMER INCLUDED IN THE MSA, THE AI FEATURE IS PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. PANAYA AND THE APPLICABLE THIRD-PARTY PROVIDER, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURE, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE. PANAYA WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM YOUR USE OF THE CONTENT OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT.

NEITHER PANAYA NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF PANAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE LOWER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Feedbacks
Please provide your feedback regarding the AI Feature to: [email protected] (“Feedback”). The Feedback shall include Feedback on the performance, features that may be missing, and any bugs encountered during the use of the Alpha trial. Any Feedback provided, grants Panaya a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Services or otherwise use any Feedback received from the Customer to improve products or services. The Customer irrevocably waives any moral rights in such Feedback pursuant to applicable copyright law. Panaya acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.

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