Artificial Intelligence Addendum
This Artificial Intelligence Addendum (“AI Addendum”) forms part of and is subject to the Agreement agreed to by and between Agency and Client. Any capitalized terms used herein shall have the meaning set forth in the Terms, unless otherwise defined herein.
1. Purpose.
a) This AI Addendum reflects Agency’s commitment to provide Client with transparency regarding how Agency uses AI Tools to support its work.
2. Use.
Agency will not use any AI Tools in connection with its provision of Services and/or Deliverables under any SOW, except to the extent expressly specified in such SOW or otherwise agreed to by the parties.
3. Intellectual Property.
a) License to Use AI Tools. Agency has procured all necessary licenses, permits, consents and approvals to employ or use the AI Tools it uses in connection with the Services. Agency's use of AI Tools will comply with all instructions of use issued by any applicable third-party providers of such AI Tools.
b) Use of Client Content. Agency will be entitled to use the categories of Client Content set out in the relevant SOW for the purpose of generating output data through AI Tools to be used as part of the provision of the Services and/or Deliverables as further described in the relevant Statement of Work. Except as set out in this AI Addendum or each relevant Statement of Work, the Agency will not at any time, without Client’s prior written consent, copy, reproduce or otherwise use any Client Data, Client Materials, or any of Client's Confidential Information or Personal Data ("Client Content") or permit or facilitate others to use Client Content to build, train, test, validate, update or otherwise develop any AI Tools addition.
c) Ownership of AI-Generated Content. All Deliverables or work product, including any work-product created in connection with the provision or performance of the Services and/or Deliverables using AI Tools will be considered a “work made for hire” and owned by Client. All intellectual property rights in and to the Client Content will, at all times, be and remain the exclusive property of Client.
4. Human Oversight.
a) Agency will use commercially reasonable efforts to ensure human review and validation of all outputs generated by AI Tools prior to presentation or delivery to Client. Agency will use reasonable efforts to ensure each generated output: (i) is current, relevant, and actionable, particularly with respect to factual outputs; and (ii) otherwise complies with all applicable laws and regulations. Agency makes no representation or warranty of any kind that any AI-generated outputs do not infringe on any third-party rights. Client agrees to hold the Agency harmless from any claims that an AI-generated output contains similarities to any third-party or Client materials.
b) Agency will maintain appropriate policies, procedures, and controls to ensure appropriate management, oversight, and approval of employees' use or implementation of AI Tools.