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.
This AI Addendum reflects Agency’s commitment to provide Client with transparency regarding how Agency uses artificial intelligence tools to support its work (“AI Tools”).
2. Use of Artificial Intelligence.
AI Tools are an integral component of Agency’s Services. For example, Agency may utilize AI Tools to generate ideas and designs, to analyze and organize data for trend forecasting and modeling, to manage and automate workflows, and to build solutions. Unless expressly prohibited in a Statement of Work (“SOW”), Agency will use AI Tools in connection with its provision of Services and/or Deliverables in accordance with this AI Addendum.
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 may use Client data, Client information, and Client content provided to Agency or content generated in connection with the Services (collectively, “Client Content”) within the AI Tools that Agency is licensed to use as described in Section 3(a), including to configure, customize, and expand the knowledge available to such AI Tools (for example, through client-specific workspaces, projects, instructions, or reference materials), solely for the purpose of performing the Services for Client. Agency will not use Client Content to train or develop any general-purpose large language model, whether owned by Agency or a third party, and will not use Client Content for the benefit of any other Agency client.
Unless expressly agreed to by the parties in writing, Agency will not: (a) use Client Content to train, enhance, or otherwise improve the underlying models of any public or third‑party large language model, or permit any provider of AI Tools to use Client Content for such purpose; or (b) sell, license, or otherwise disclose Client Content to any third party for the purpose of training or improving a public or third‑party large language model.
Agency implements and maintains reasonable and appropriate technical and organizational safeguards designed to protect Client Content used for training its internal AI Tools that are consistent with industry standards and the security and confidentiality obligations set forth in the Agreement.
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. Agency further assigns any and all intellectual property rights it has in any Deliverables or work product generated in connection with the Services to Client. All intellectual property rights in and to the Client Content will, at all times, be and remain the exclusive property of Client. Client grants Agency the right to use its Client Content in connection with the Services in accordance with Section 3(b).
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 AI-generated Deliverable: (i) is current, relevant, and actionable, particularly with respect to factual outputs; (ii) otherwise complies with all applicable laws and regulations; and (iii) incorporates the requisite human authorship to obtain intellectual property protection under applicable law. Agency makes no representation or warranty of any kind that any AI-generated outputs do not infringe on any third-party rights and will make no claim to ownership of any AI-generated outputs. Client agrees to hold the Agency harmless from any claims that an AI-generated output contains similarities to any third-party or Client Content.
b) Agency will maintain appropriate policies, procedures, and controls to ensure appropriate management, oversight, and approval of employees' use or implementation of AI Tools.