AI Addendum

Artificial Intelligence Addendum

Last Updated: August 27, 2024

This Artificial Intelligence Addendum (the “AI Addendum”) forms a part of and is incorporated into the ClearCompany General Terms and Conditions.  This AI Addendum governs Subscriber’s access to and use of any ClearCompany AI (defined below).  Any capitalized terms used but not defined in this AI Addendum have the meanings set forth in the previously agreed-upon Order Form(s) in effect between Subscriber and ClearCompany, any exhibits or attachments thereto, any SOW(s), and the General Terms and Conditions (the “Agreement”).  The Agreement shall continue in full force and effect.

THIS AI ADDENDUM, TOGETHER WITH THE AGREEMENT AND ANY ADDITIONAL AI PROVIDER POLICIES, SET FORTH THE TERMS ACCORDING TO WHICH SUBSCRIBER MAY USE CLEARCOMPANY AI SERVICES OR FEATURES.  BY USING THE CLEARCOMPANY AI SERVICES OR FEATURES, SUBSCRIBER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AI ADDENDUM.  SUBSCRIBER REPRESENTS AND WARRANTS THAT IT HAS THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AI ADDENDUM AND THAT THE INDIVIDUAL ACCEPTING THIS AI ADDENDUM IS ACTING ON BEHALF OF A SUBSCRIBER AND HAS THE LEGAL AUTHORITY TO BIND SUBSCRIBER TO THIS AI ADDENDUM.

  1. Definitions:

“AI Provider” means each of OpenAI and Recall.ai as described in our subcontractor list found here (or upon request by email to privacy@clearcompany.com).

“ClearCompany AI” means any feature or functionality made available by ClearCompany, including any Beta Service, that utilizes artificial intelligence trained by machine learning using ClearCompany and/or AI Provider data models that may be labeled or otherwise described as ClearCompany AI (for example, by incorporating the term “AI” or other marks or images of similar import into a product of feature name).  ClearCompany AI is covered by the ClearCompany General Terms and Conditions and is part of the Services.

“Input” means questions or information which may include Subscriber Data as submitted by the Subscriber to ClearCompany for processing.

“Output” means responses generated by ClearCompany AI and presented back to the Subscriber from ClearCompany AI based on Input provided to ClearCompany AI by Subscriber and which may contain Subscriber Data or other questions asked to ClearCompany AI as Input.

  1. Subscriber Data, Inputs, and Output. When Subscriber uses ClearCompany AI, Output shall be Subscriber Data.  Subscriber is solely responsible for the development, content, operation, maintenance, use, and dissemination of its Inputs and Subscriber Data.  Subscriber will ensure that neither Subscriber Data nor Subscriber’s use of ClearCompany AI or any Output will: (i) violate any applicable law; (ii) violate this AI Addendum, the General Terms and Conditions, or any content and use policies ClearCompany may implement from time to time; or (iii) infringe, violate, or misappropriate any of ClearCompany’s rights or the rights of any third party.  Subscriber further represents and warrants that Subscriber has all rights, licenses, and permissions needed to provide the Input to ClearCompany AI.  Subscriber acknowledges that, due to the nature of generative AI and the technology powering ClearCompany’s AI features, Output may not be unique and ClearCompany AI may generate the same or similar output to ClearCompany or a third party.
  1. Participation and Termination. Subscriber understands and acknowledges that Subscriber’s use of ClearCompany AI is voluntary and optional, and that other Services provided by ClearCompany may be used without enabling ClearCompany AI.  At ClearCompany’s sole discretion, ClearCompany may at any time (a) change, suspend, or discontinue any ClearCompany AI feature, (b) impose limits on certain features and services or restrict Subscriber’s access to all or part of ClearCompany AI without notice or liability to ClearCompany, and (c) modify or replace any of these AI Addendum terms.  The current version of this AI Addendum will be indicated by the “Last Updated” date above.  Subscriber’s continued use of ClearCompany AI following the posting of any changes to this AI Addendum constitutes acceptance of those changes.
  1. Risks and Limitations. Artificial intelligence and machine learning technologies have known and unknown risks and limitations.  Subscriber acknowledges that Subscriber is solely responsible for (i) developing Subscriber’s own internal policies regarding the appropriate use of these technologies and training other users on Subscriber’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 ClearCompany AI to avoid discriminatory or unlawful behavior or automated decisionmaking.  By using ClearCompany AI, Subscriber acknowledges and agrees that ClearCompany 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 Subscriber may find harmful or offensive.  If Subscriber encounters any Output that is inaccurate, harmful, biased, unfair, offensive, or inappropriate, Subscriber shall report it to support@clearcompany.com so ClearCompany can continue to iterate and improve these features.  Subscriber acknowledges that ClearCompany AI are optional features of the Services and that Subscriber is free to stop using ClearCompany AI at any time.
  1. ClearCompany AI Use Restrictions. Subscriber will not provide Input or attempt to generate Output through ClearCompany 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.  Subscriber may not use ClearCompany AI: (i) to develop foundation models or other large-scale models that compete with ClearCompany or ClearCompany AI; (ii) to mislead any person that 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, Subscriber’s use of ClearCompany AI is subject to fair usage restrictions that ClearCompany may determine in its sole discretion.  Subscriber acknowledges and agrees that if Subscriber exceeds what ClearCompany, in its sole discretion, determines to be fair usage, ClearCompany may disable or degrade performance of ClearCompany AI.
  1. Intellectual Property. As between the parties, ClearCompany owns all right, title, and interest in and to ClearCompany AI and any resulting Aggregated Anonymous Data, including all intellectual property and proprietary rights.  Except for the rights provided to Subscriber in this AI Addendum, no other rights or permissions to ClearCompany AI is granted.
  1. WARRANTY DISCLAIMER; INDEMNIFICATION. CLEARCOMPANY AI IS PROVIDED “AS IS” AND CLEARCOMPANY DOES NOT MAKE ANY WARRANTY AS TO OUTPUT OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CLEARCOMPANY AI OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH CLEARCOMPANY AI.  CLEARCOMPANY DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  SUBSCRIBER UNDERSTANDS AND AGREES THAT CLEARCOMPANY DOES NOT ATTEMPT TO VERIFY THE ACCURACY OR COMPLIANCE WITH LAWS OF ANY OUTPUT, MATERIAL, AND/OR OTHER DATA OBTAINED THROUGH THE USE OF ANY CLEARCOMPANY AI FEATURE, AND SUBSCRIBER ASSUMES THE SOLE RISK FOR USE OF SUCH OUTPUT, MATERIAL, AND/OR DATA.  Customer 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.  SUBSCRIBER 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.  CLEARCOMPANY AI MAY NOT BE CAPABLE OF DYNAMICALLY RETRIEVING INFORMATION, AND OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER CLEARCOMPANY AI WAS TRAINED.  NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM CLEARCOMPANY OR THROUGH CLEARCOMPANY AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AI ADDENDUM.  NEITHER CLEARCOMPANY 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 SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD CLEARCOMPANY HARMLESS AGAINST ANY AND ALL SUCH CLAIMS, INCLUDING ANY INDEMNIFICATION OBLIGATION OWED BY CLEARCOMPANY TO ITS AI PROVIDERS) ARISING FROM OR RELATING TO SUBSCRIBER’S USE OF CLEARCOMPANY AI.
  1. Improving ClearCompany AI. ClearCompany may use Subscriber Data and Feedback provided by Subscriber regarding Subscriber’s use of ClearCompany AI to further develop and improve ClearCompany AI or as otherwise permitted under the General Terms and Conditions.
  1. Privacy. ClearCompany’s Privacy Policy is incorporated by reference and forms part of this AI Addendum.
  1. AI Providers; Policies. ClearCompany uses technology provided by its AI Providers to provide certain features and functionality of ClearCompany AI.  Subscriber may not use ClearCompany AI in a manner that violates any AI Provider terms or policies.
  1. Additional Processing Instructions. To the extent Subscriber Data provided as Input to ClearCompany AI contains Personal Data (as that term is used in the ClearCompany Data Processing Agreement, if one is in place between the parties), Subscriber instructs ClearCompany to process the Personal Data for the additional purpose of providing ClearCompany AI functionality and Output.
  1. Entire Agreement; Modification; Conflicts. This AI Addendum, together with any Order Form(s) in effect between Subscriber and ClearCompany, any exhibits or attachments thereto, any SOW(s), and the General Terms and Conditions, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.  Except for ClearCompany exercising its right to modify or replace this AI Addendum as described above, and Subscriber’s acceptance of such modified or replaced AI Addendum through Subscriber’s continued use of ClearCompany AI following the posting of such modified or replaced AI Addendum, no modification, amendment, or waiver of any provision of this AI Addendum shall be effective.  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.
  1. Contact Information. If Subscriber has any questions about this AI Addendum or ClearCompany AI, Subscriber may contact ClearCompany by phone at 617-938-3801, via email at support@clearcompany.com, or by mail to ClearCompany, LLC, Attention: Legal, P.O.  Box 929, Lewiston, ME 04243.