Effective starting: Sep 1, 2024
This Artificial Intelligence (AI) Addendum (the “AI Terms”) forms a part of and is hereby incorporated into the online ClayHR Terms of Service. These ClayHR’s AI Terms apply to customer’s access and use of any ClayHR AI feature(s). Any capitalized terms used but not defined herein have the same meaning as the same or substantially equivalent term in the ClayHR Terms of Service.
1. Definitions:
“AI Providers” means OpenAI as described in our subcontractor list found here.
“ClayHR AI” means any feature(s) or functionality made available by ClayHR that utilize artificial intelligence trained by machine learning using ClayHR and/or third-party data models, which may be labeled or otherwise described as ClayHR AI. The ClayHR AI is covered by the ClayHR Terms of Service and is deemed to be part of the Service.
“Data” means information provided, inputted, or uploaded to your databases in ClayHR Service by you or on your behalf, as described in ClayHR Terms of Service.
“Input” means questions or information which may include Data as submitted by the customer to ClayHR AI for processing.
“Output” means responses generated by ClayHR AI and presented back to the customer as a result of using ClayHR AI based on Input provided to ClayHR AI by customer and which may or may not contain Data or other questions asked to ClayHR AI as Input .
2. Customer Data, Inputs and ClayHR AI Output. When customer uses ClayHR AI, Output shall be customer Data. Customer is solely responsible for the development, content, operation, maintenance, use, and dissemination of its Inputs and Data. Customer will ensure that neither customer Data nor customer’s use of ClayHR AI or any Output will: (i) violate any applicable law; (ii) violate these ClayHR AI Terms, the ClayHR Terms of Service, or any content and use policies ClayHR may implement from time to time; or (iii) infringe, violate, or misappropriate any of ClayHR’s rights or the rights of any third party. Customer further represents and warrants that customer has all rights, licenses, and permissions needed to provide the Input to the ClayHR AI. Customer acknowledges that, due to the nature of generative AI and the technology powering ClayHR’s AI features, ClayHR AI Output may not be unique and ClayHR AI may generate the same or similar output to ClayHR or a third party.
3. Participation and Termination. Customer’s use of ClayHR AI and/or its participation is optional. ClayHR AI will be treated as any other feature and shall be covered under terms of service conditions.
4. Risks and Limitations. Artificial intelligence and machine learning technologies have known and unknown risks and limitations. You acknowledge that you are solely responsible for (i) developing your own internal policies regarding the appropriate use of these technologies and training other users on your account on such policies, (ii) providing transparency and explainability notices and obtaining all necessary consents required by Applicable Laws, and (iii) implementing sufficient human oversight for the use of ClayHR AI. By using the ClayHR AI, you acknowledge and agree that ClayHR 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 you may find unsafe, harmful or offensive. If you encounter any Output that is inaccurate, unsafe, harmful, biased, unfair, offensive, or not appropriate, please report it to support@clayhr.com so we can continue to iterate and improve these features. You acknowledge that the ClayHR AI is an optional feature of the Service overall and that you are free to stop using the ClayHR AI at any time and/or cancel your subscription to the Service.
5. ClayHR AI Use Restrictions. Customer will not provide Input or attempt to generate ClayHR AI Output through ClayHR AI that consists of any sensitive or regulated information, including but not limited to: (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. Customer may not use ClayHR AI: (i) to develop foundation models or other large-scale models that compete with ClayHR or ClayHR AI; (ii) to mislead any person that ClayHR AI Output was solely human-generated; (iii) to generate spam, fraudulent or inappropriate content for dissemination; or (iv) in a manner that violates any technical documentation, usage guidelines, or parameters. Additionally, customer’s use of ClayHR AI is subject to fair usage restrictions that ClayHR may determine in its sole discretion. Customer acknowledges and agrees that if customer exceeds what ClayHR, in its sole discretion, determines to be fair usage, ClayHR may disable or degrade performance of ClayHR AI.
6. Intellectual Property. As between the parties, ClayHR owns all right, title, and interest in and to the ClayHR AI and any resulting Performance Data, including all intellectual property and proprietary rights therein and notwithstanding anything else to the contrary in these ClayHR AI Terms, except for the rights provided herein, no other rights or permissions to ClayHR AI is granted.
7. WARRANTY DISCLAIMER & INDEMNIFICATION. THE ClayHR AI IS PROVIDED “AS IS” AND ClayHR DOES NOT MAKE ANY WARRANTY AS TO ClayHR AI OUTPUT OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ClayHR AI OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH ClayHR AI. ClayHR DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER UNDERSTANDS AND AGREES THAT ClayHR DOES NOT ATTEMPT TO VERIFY THE ACCURACY OR COMPLIANCE WITH LAWS OF ANY ClayHR AI OUTPUT, MATERIAL, AND/OR OTHER DATA OBTAINED THROUGH THE USE OF ANY ClayHR AI FEATURE, AND CUSTOMER ASSUMES THE SOLE RISK FOR USE OF SUCH ClayHR AI OUTPUT, MATERIAL, AND/OR DATA. CUSTOMER SHOULD NOT RELY ON ANY FACTUAL ASSERTION IN ClayHR AI OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING ITS ACCURACY. ClayHR AI OUTPUT THAT APPEAR(S) ACCURATE BECAUSE OF ITS DETAIL OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. ClayHR AI MAY NOT BE CAPABLE OF DYNAMICALLY RETRIEVING INFORMATION, AND ClayHR AI OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER ClayHR AI WAS TRAINED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM ClayHR OR THROUGH ClayHR AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NEITHER ClayHR NOR ITS 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 ClayHR HARMLESS AGAINST ANY AND ALL SUCH CLAIMS, INCLUDING ANY INDEMNIFICATION OBLIGATION OWED BY ClayHR TO ITS AI PROVIDERS) ARISING FROM OR RELATING TO CUSTOMER’S USE OF ClayHR AI.
8. Improving ClayHR AI. ClayHR may use Performance Data and Feedback collected from customer’s use of the ClayHR AI to further develop and improve the ClayHR AI or as otherwise permitted under the ClayHR Terms of Service. To the extent that ClayHR uses customer Data, Input and Output to fine-tune and train the machine learning methods and data models used to provide the ClayHR AI features, it will do so just to provide the ClayHR AI features to you (“Customer Trained Model”). ClayHR will not otherwise use the Customer Trained Model to provide services to other customers.
9. Privacy. ClayHR’s Privacy Notice is hereby incorporated by reference and applicable to the AI Terms.
10. AI Providers’ Policies. ClayHR uses technology provided by its AI Providers to provide certain features and functionality of ClayHR AI. Customers may not use ClayHR AI in a manner that violates any AI Provider policies, including OpenAI’s Usage Policies and Sharing and Publication Policy.
11. Additional Processing Instructions. To the extent customer Data provided as input to ClayHR AI contains Personal Data (as that term is used or similarly defined in the ClayHR Data Processing Agreement in place between the parties if accepted by the customer), customer instructs ClayHR to process the Personal Data for the additional purpose of providing the ClayHR AI functionality and ClayHR AI Output.
12. Entire Agreement; Modification; Conflicts. These ClayHR AI Terms, together with the ClayHR Terms of Service constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Except for ClayHR exercising its right to unilaterally modify or replace these ClayHR AI Terms as described above and customer’s acceptance of such modified or replaced ClayHR AI Terms through customer’s continued use of ClayHR AI following the posting of such modified or replaced ClayHR AI Terms, no modification, amendment, or waiver of any provision of these ClayHR AI Terms shall be effective. To the extent of any conflict or inconsistency between the provisions in the body of these ClayHR AI Terms and the Terms of Service, the terms of these ClayHR AI Terms shall prevail.
