BEFORE ACCESSING OR USING AI FUNCTIONS (AS DEFINED BELOW), PLEASE REVIEW THESE AI FUNCTIONS TERMS AND CONDITIONS, WHICH GOVERN REVENUE GRID’S PROVISION AND CUSTOMER’S USE OF AI FUNCTIONS.
1.1 These AI Functions Terms and Conditions (“AI Terms”) are entered into between you, a natural or legal person that is a party of the Agreement (as defined below) (“Customer“, “you“, or “your“) and Avora Holdings, Ltd., d/b/a Revenue Grid, a Delaware corporation (“Revenue Grid“, “we“, “us“, or “our“). Collectively, you and Revenue Grid are referred to as the “Parties” and each separately as a “Party“.
1.2 These AI Terms form part of the agreement between Customer and Revenue Grid governing the Services, being either the Revenue Grid Terms available at https://revenuegrid.com/terms-conditions/ or a separately signed agreement, however titled (such as a master service agreement), together with the order forms, service order agreements, statements of work and other ordering documents entered into under those Terms or such a separately signed agreement (“Transaction Documents”) (collectively, the “Agreement”).
1.3 Capitalized terms not defined in these AI Terms have the meanings given in the Agreement.
1.4 With respect to AI Functions, these AI Terms prevail over the rest of the Agreement, notwithstanding any order-of-precedence provision of the Agreement, unless a document signed by both Parties expressly refers to these AI Terms and states that it modifies them.
1.5 These AI Terms are binding on Customer as part of the Agreement from the earliest of: (i) the date Customer expressly accepts these AI Terms; (ii) activation of AI Function by Customer’s Administrator (as defined below), or by Revenue Grid upon the Administrator’s written authorization; (iii) the effective date of a Transaction Document under which Customer subscribes to an AI Function; or (iv) Customer’s or a Permitted User’s first access to or use of AI Function, including demo.
1.6 IF YOU DO NOT AGREE TO OR UNDERSTAND THESE AI TERMS, YOU MUST NOT ACTIVATE, ACCESS OR USE ANY AI FUNCTION. CUSTOMER HEREBY AGREES THAT THESE AI TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY IT.
1.7 For any questions regarding these AI Terms, please contact us at [email protected].
1.8 All hyperlinks in these AI Terms are an inherent part of these AI Terms and expressly incorporated herein, unless otherwise stated herein.
2.1 AI Functions Provision. In connection with the Services, Revenue Grid may make available features, tools or capabilities that incorporate artificial intelligence, machine learning, or similar technologies that enable systems to perform tasks that typically require human intelligence, such as prediction, classification, analysis, or language generation (“AI”). Such AI-enabled features, tools, and capabilities, whether developed by Revenue Grid or provided using technology of Third-Party AI Service Providers (as defined below) are collectively referred to as “AI Function(s)”. Each AI Function may consist of one or more AI systems that together perform its function (“AI Systems”). Some AI Functions are optional within the Services and can be manually activated or deactivated by the Customer; others are integral to a Service, meaning AI is a core part of how that Service works and the Service cannot function properly without it. Revenue Grid identifies whether a given AI Function is optional or integral in the applicable product documentation, in-product descriptions or in other documents.
2.2 Activation. AI Functions may require activation at the Customer or tenant level by Customer’s authorized administrator (“Administrator”) in the admin panel of the Services, or by Revenue Grid upon the Administrator’s written authorization (email is sufficient). Where Customer-level activation is required, Permitted Users cannot independently enable AI Function and may configure and use it only within the scope authorized by Customer. Activation by an Administrator, or by Revenue Grid upon the Administrator’s authorization constitutes Customer’s instruction to Revenue Grid to make the applicable AI Functions available in accordance with these AI Terms and to process User-Generated Content for that purpose. Revenue Grid is not responsible for Customer’s decision to activate or use AI Functions, or for the consequences of such decision, where activation is made in accordance with Customer’s authorization.
2.3 License and Ownership. Revenue Grid grants to you a non-exclusive, non-transferable, non-assignable, revocable, non-sublicensable and limited license to access and use AI Functions for internal business purposes during the Subscription Term, unless otherwise agreed by the Parties. Revenue Grid or its licensors exclusively own all right, title, and interest in and to the AI Functions, including all associated intellectual property and proprietary rights. If Customer or its Permitted Users provide comments, suggestions, or recommendations to Revenue Grid with respect to AI Functions (collectively, “AI Function Feedback”), Customer grants Revenue Grid a worldwide, royalty-free, irrevocable and perpetual license to use or otherwise incorporate the AI Function Feedback into the AI Functions.
2.4 Suspension. Without prejudice to any other rights and remedies, Revenue Grid may, in its discretion, suspend or block access to any AI Function by Customer or its Permitted Users in the event of an actual or reasonably suspected violation of the Agreement, and may terminate such access in the event of an actual violation. Any such action does not constitute a breach of the Agreement.
2.5 No Automated Decision-Making. AI Functions are not designed to, and do not, autonomously make decisions that produce legal effects concerning individuals or similarly significantly affect them. All AI Content requires human review, validation, and decision-making before being used in any consequential or operational capacity, as described in Section 5.3 (Human Review and Reliance).
2.6 Intended Use. Each AI Function is intended to be used only for the specific purpose(s) for which the relevant AI System is designed and documented by Revenue Grid, as identified in the applicable product documentation, in-product descriptions, or upon Customer’s reasonable written request. By way of illustration, AI Functions may be intended for (i) conversational assistance grounded in Customer’s own CRM and communications data; or (ii) meeting preparation, summarization and evaluation support across the meeting lifecycle; or (iii) pipeline intelligence, deal guidance and sales forecasting support. Any use outside the documented intended use is outside the scope of Revenue Grid’s internal risk and impact assessments described in Section 3.3 (Risk and Impact Assessment), and does not give rise to any additional obligation, warranty or liability on the part of Revenue Grid.
3.1 AI Governance Framework. Revenue Grid maintains an internal AI governance program designed to support the responsible design, development, deployment and operation of AI Functions, including risk management, data governance, human oversight, monitoring, and incident and complaint handling processes. The program is informed by recognized international frameworks and practices for AI management, including those reflected in ISO/IEC 42001. Nothing in this Section 3.1 constitutes a representation that Revenue Grid holds, or that AI Functions have been independently certified under, any specific certification scheme, unless expressly stated by Revenue Grid in writing.
3.2 Transparency and AI Content Labelling. Where technically and operationally feasible, Revenue Grid will implement reasonable measures to indicate to Permitted Users when they are interacting with, or receiving output generated by, AI Functions, including through in-product notices, disclaimers, or similar indicators. To support Customer’s internal assessment and compliance obligations, Revenue Grid makes available documentation for AI Function describing its intended purpose, appropriate use, human oversight measures and known limitations, through the applicable product documentation or in-product information, and, upon Customer’s reasonable written request, and subject to applicable confidentiality protections, further general information regarding the principal capabilities, and known limitations of AI Functions.
3.3 Risk and Impact Assessment. Revenue Grid performs risk and impact assessments of AI Functions as part of its AI governance program, addressing, as applicable, the reliability and accuracy of outputs, potential bias or disparate impact on individuals or groups, data protection and security implications, the adequacy of human oversight mechanisms, and reasonably foreseeable effects on individuals, groups and society. These assessments are reviewed periodically and updated following a material change to the underlying AI models, data sources or intended use of AI Functions. They are conducted for Revenue Grid’s own governance purposes; Customer’s own assessment obligations are set out in Section 5 (Customer Obligations).
3.4 Human Oversight. AI Functions are designed to operate under meaningful human oversight. Permitted Users retain the ability, at all times, to review, edit, override, reject, or decline to use any AI Content before it is relied upon or acted upon. AI Functions are not configured to remove meaningful human involvement from decisions that could have a legal, financial, safety or similarly significant effect on an individual.
3.5 Bias and Fairness. AI Content is generated using AI models that may reflect patterns, correlations, limitations or biases present in their training data or in the Unser-Generated Content. Revenue Grid takes reasonable measures, consistent with its AI governance program, to identify and mitigate known sources of bias in AI Functions but does not represent or warrant that AI Content will be free from bias, inaccuracy or unfairness in all circumstances.
3.6 AI Output Accuracy. AI Content is generated automatically and probabilistically and may be incomplete, inaccurate, outdated or otherwise unsuitable for Customer’s intended purpose. Without limiting Section 10 (Disclaimers and Limitation of Liability), Revenue Grid does not guarantee, and is not responsible for, the accuracy, completeness, reliability, or suitability of any AI Content, whether an error arises from the AI Function, underlying AI model, a Third-Party AI Service Provider, or the User-Generated Content submitted.
3.7 Feedback, Concerns, and Complaints. Customer and its Permitted Users may report any error, unexpected behavior, potential bias or unfairness, or other concern regarding AI Functions, or to lodge a complaint concerning their operation or output by email to [email protected] with the subject line “AI Function – Complaint”, or through other channel as Revenue Grid may specify. Revenue Grid will acknowledge receipt within a reasonable time and will review and respond in accordance with its internal incident management and complaint-handling procedures. Submitting a complaint does not limit any other right Customer may have, including the right to lodge a complaint with a competent supervisory or regulatory authority, or any other right or remedy under the Agreement or applicable law.
3.8. Compliance with AI Laws. Revenue Grid intends for AI Functions to be provided in a manner consistent with applicable laws and regulations governing the development and use of AI, as they become applicable to Revenue Grid from time to time.
3.9. Monitoring and AI Incidents. Revenue Grid monitors the operation of AI Functions and keeps operational logs for security, quality and incident-management purposes. Revenue Grid will inform Customer without undue delay of any incident affecting an AI Function that Revenue Grid determines has had, or is reasonably likely to have, a material adverse effect on Customer’s use of the AI Function or on User-Generated Content or AI Content, together with the information reasonably available to Revenue Grid about the incident and the measures taken. Security incidents involving personal information are handled in accordance with the Data Protection Terms.
4.1 Submission and Processing. When Customer or its Permitted Users provide, submit, upload, or otherwise make available any textual, audio or visual content, information or materials to an AI Function (“User-Generated Content”), the AI Function will process the User-Generated Content, generate a response and return it in the form of AI-generated output (“AI Content”). Revenue Grid does not create, review or control User-Generated Content. User-Generated Content and AI Content constitute Customer Content for the purposes of the Agreement; in the event of a conflict, Section 4 (User-Generated Content and AI Content) prevails with respect to User-Generated Content and AI Content.
4.2 License and Ownership. Customer grants Revenue Grid a worldwide, non-exclusive and royalty-free license, sublicensable to Revenue Grid’s personnel, individual contractors, subcontractors and Third-Party AI Service Providers solely as required for the purposes below, to use, access, view, copy, reproduce, adapt, modify, excerpt, create derivative works of, upload and transfer it on or through AI Functions and to process, store and use AI Content, exclusively (a) to provide AI Functions under the Agreement, (b) to perform our obligations under the Agreement, (c) to prevent or address service or technical problems, (d) in connection with support matters, and (e) to improve the Services for such Customer. Revenue Grid’s personnel, including its employees, individual independent contractors, and subcontractors act on Revenue Grid’s behalf in providing AI Functions, and Revenue Grid remains responsible for their acts and omissions as if they were its own. Revenue Grid’s responsibility for Third-Party AI Service Providers is set out in Section 7 (Third-Party AI Service Providers). This license continues for as long as Revenue Grid retains User-Generated Content and AI Content in accordance with Section 6.2 (Retention). Subject to the limited rights granted, Revenue Grid acquires no right, title or interest in User-Generated Content or AI Content. To the extent permitted under applicable law and the terms of the Third-Party AI Service Providers, the Customer retains ownership of User-Generated Content, and Revenue Grid assigns to Customer all its right, title and interest, if any, in and to AI Content. Due to the nature of AI Functions, AI Content may not be unique, and other customers may receive similar AI Content; this assignment does not extend to other customers’ AI Content or to any third-party output returned by AI Functions.
4.3 Rights, Restrictions and Moderation. Revenue Grid will not use User-Generated Content or AI Content except as permitted by Sections 4.2 (License and Ownership), this Section and 6 (Revenue Grid Commitments) and will not use User-Generated Content or AI Content to develop or improve the Services for other customers. Revenue Grid may use anonymized and aggregated information derived from AI Content for internal statistical purposes only. Revenue Grid is not obligated to monitor, review or remove User-Generated Content or AI Content, but may remove or delete any User-Generated Content or AI Content at any time, without notice, in the following cases: (i) it violates applicable law or the Agreement or infringes third-party rights, including intellectual property rights and privacy; (ii) Customer gives explicit consent to its deletion; or (iii) the Agreement has been terminated or has expired, in accordance with Section 9 (Term, Deactivation and Termination).
5.1 Permitted Users and Administrators. Customer is responsible for, and remains liable for, its Permitted Users and their compliance with these AI Terms and with Customer’s internal policies, if any, and for all actions taken by its Administrator(s) in connection with the activation, configuration or deactivation of AI Functions. Customer acknowledges that once an AI Function is activated, Permitted Users will be able to access and use it within the scope authorized by Customer.
5.2 User-Generated Content. Customer is solely responsible for the lawfulness, accuracy, and appropriateness of all User-Generated Content. Unless the applicable documentation expressly states otherwise, Customer must not submit to AI Functions any special categories of personal information, sensitive personal information or similar categories of data subject to heightened protection under applicable law.
5.3 Human Review and Reliance. Customer is solely responsible for reviewing and validating AI Content and for deciding whether to use, rely upon, publish or act upon it, and for all decisions, actions or omissions arising from its use of AI Functions. Customer shall ensure that its internal processes preserve human review commensurate with the significance of the decision or action informed by AI Content, including, where appropriate, review by qualified personnel before AI Content is used in a consequential context. Where AI Content relating to a Permitted User or other individual is used in a work-related context, such as meeting evaluations or performance insights, Customer must ensure that it is reviewed by a qualified human before it informs any related decision. Revenue Grid does not and cannot monitor how Permitted Users apply human oversight in practice and is not responsible for the consequences of a failure to do so.
5.4 Own Assessment and Legal Compliance. Customer is responsible for its own independent assessment of whether AI Functions and AI Content are appropriate, fair and non-discriminatory for its intended use, particularly where they could affect the rights, opportunities or treatment of individuals or groups, and for establishing and maintaining reasonable safeguards, including human oversight, to prevent misuse of, or unlawful reliance on, AI Content and infringement of third-party rights. Customer is solely responsible for ensuring that its use of AI Functions complies with all laws applicable to it, including laws relating to AI, data protection and intellectual property and any use-case-specific or sector-specific requirements, and shall use AI Functions only in jurisdictions where such use is lawful. AI Content may be used for any lawful purpose, including commercial purposes and publication, at Customer’s own risk.
5.5 Transparency to Individuals. Customer is responsible for informing its Permitted Users and, where required by applicable law, other affected individuals of its use of AI Functions.
5.6 Restricted Uses. Customer shall not, shall ensure that its Permitted Users do not, and shall not encourage or assist others to:
5.7 Reporting. Customer shall promptly report to Revenue Grid, in accordance with Section 3.7 (Feedback, Concern, and Complaints), any malfunction, misuse or harmful output of an AI Function that comes to its attention.
5.8 Export of AI Content. Customer is responsible for exporting any AI Content it wishes to keep before the deactivation of the relevant AI Function or the expiration or termination of the Agreement, to the extent export functionality is available.
5.9 Customer Warranties. Customer represents and warrants that: (a) it has obtained and will maintain all rights, licenses, consents and permissions required under applicable law to submit User-Generated Content to AI Functions, and to grant the licenses in Section 4.2 (License and Ownership), including any third-party consent or approvals required for processing personal information or proprietary materials; (b) User-Generated Content: (i) is accurate, complete, and not fraudulent, false, misleading, or deceptive; (ii) does not infringe, violate or misappropriate any intellectual property rights of any third party; (iii) complies with the Agreement and all applicable laws; (iv) does not violate any third party’s rights of publicity, personality, or privacy; (v) is not defamatory, libelous, unlawfully, threatening, harassing or otherwise offensive; and (vi) is not obscene or pornographic and is not harmful to minor(s); (c) its use of AI Content complies with the Agreement and applicable law; and (d) each Permitted User accessing or using AI Functions is a business user acting in a professional capacity and is at least 18 years old.
6.1 No Training; Purpose Limitation. Revenue Grid will not use User-Generated Content or AI Content to train, re-train, fine-tune, or otherwise improve any AI model, including any generative AI or foundation model, or to develop or improve Revenue Grid’s or any third party’s products or services for other customers or general purposes. User-Generated Content and AI Content will not be made available to other Revenue Grid customers and will otherwise be used only as permitted under the Agreement, including Section 4.2 (License and Ownership).
6.2 Retention. User-Generated Content and AI Content are retained and deleted by Revenue Grid in accordance with the retention periods set out in the Data Protection Terms, unless a longer period is required by applicable law.
7.1 Engagement and Role. Revenue Grid engages third-party providers of AI services, such as Microsoft Corporation and other providers of large language model inference, speech-to-text, speaker-identification or similar AI services (“Third-Party AI Service Providers”), to provide AI Functions. Third-Party AI Service Providers act on Revenue Grid’s behalf and under its instructions, and where they process personal information, act as Revenue Grid’s sub-processors (as defined in Data Protection Terms). Customer authorizes Revenue Grid to disclose User-Generated Content and AI Content to Third-Party AI Service Providers solely to provide, maintain, secure and support the applicable AI Functions, including to detect, prevent and mitigate abuse.
7.2 Contractual Commitments. Revenue Grid requires each Third-Party AI Service Provider, by written agreement, to: (a) not use User-Generated Content or AI Content to train, re-train, fine-tune or otherwise improve its AI models; (b) not use such content to improve its products or services or for any purpose other than providing, maintaining, securing and supporting the applicable AI Functions, including detecting, preventing and mitigating abuse; (c) limit the retention and storage of such content to what is necessary for those purposes or required by applicable law; (d) delete or, if applicable, return, such content when the provision of its services to Revenue Grid ends, in accordance with its data processing terms and, where applicable, Revenue Grid’s instructions, unless applicable law requires otherwise; and (e) protect such content by confidentiality and security measures no less protective than those required by the Agreement. Where it is not feasible for a Third-Party AI Service Provider to enter into a direct written agreement with Revenue Grid due to the nature of its service delivery or business model, Revenue Grid may rely on the Third-Party AI Service Provider’s publicly available terms of service and data processing terms, which are deemed to constitute a binding written agreement between Revenue Grid and that provider for the purposes of these AI Terms.
7.3 Due Diligence and Monitoring. Before engaging a Third-Party AI Service Provider, Revenue Grid conducts a risk-based assessment of its data handling, security and AI governance practices as part of the AI governance program described in Section 3.1 (AI Governance Framework) and reassesses each Third-Party AI Service Provider periodically in accordance with that program.
7.4 List and Changes. Revenue Grid maintains a current list of Third-Party AI Service Providers, identified as such in its list of sub-processors at https://revenuegrid.com/the-list-of-sub-processors/. Revenue Grid will provide notice of any addition or replacement of a Third-Party AI Service Provider that will process User-Generated Content or AI Content. The Customer may reasonably object to a Third-Party AI Service Provider.
7.5 Responsibility. Revenue Grid remains responsible for the performance by Third-Party AI Service Providers of the obligations under these AI Terms that it subcontracts to them, including their processing of User-Generated Content and AI Content in accordance with Sections 6 (Revenue Grid Commitments), 7.2 (Contractual Commitments) and 8 (Personal Information, Security and Confidentiality), subject to Section 10 (Disclaimers and Limitation of Liability). Revenue Grid is not responsible for the availability, accuracy or performance of the underlying AI models of Third-Party AI Service Providers, which are provided on the basis set out in Sections 3.6 (AI Output Accuracy) and 10.1 (Disclaimers). Revenue Grid will act as Customer’s point of contact for any issue relating to a Third-Party AI Service Provider.
7.6 External AI Service. Revenue Grid may make available servers, connectors, interfaces or other functionality based on the Model Context Protocol or similar interoperability protocols (“MCP Connectors”) that enable third-party AI applications, assistants, agents or services selected or authorized by Customer (each, “External AI Service(s)”) such as Anthropic’s Claude, OpenAI’s ChatGPT, or Microsoft Copilot to access certain Customer Content and functionality made available through the Services. External AI Services are not Third-Party AI Service Providers or AI Functions, and these AI Terms (other than Section 5 (Customer Obligations) and 11 (Indemnifications) do not apply to them. Any User-Generated Content or AI Content made available to External AI Service is made available at Customer’s direction and sole risk, and Revenue Grid has no responsibility for its subsequent processing or use.
8.1 Personal Information. By activating or using AI Functions, Customer accepts the Revenue Grid Privacy Policy available at https://revenuegrid.com/privacy-policy/ (the “Privacy Policy”), which is incorporated into these AI Terms by reference and governs Revenue Grid’s processing of personal information contained in User-Generated Content and AI Content. With respect to such personal information, Customer acts as controller and Revenue Grid acts as processor, processing it on Customer’s behalf and in accordance with Customer’s instructions as set out in the Agreement. Where the Parties have signed a data processing agreement or addendum (“DPA”), the DPA governs such processing and prevails over these AI Terms and the Privacy Policy in the event of a conflict. To the extent the DPA does not address the processing of personal information by AI Functions, including the Third-Party AI Service Providers engaged, the purposes and categories of processing and the applicable retention periods, the relevant provisions of these AI Terms and the Privacy Policy supplement the DPA. The DPA, as so supplemented, or, where no DPA has been signed, the Privacy Policy, are the “Data Protection Terms”. By activating or using AI Functions, Customer authorizes Revenue Grid to engage the Third-Party AI Service Providers identified in the list of sub-processors as sub-processors for the purposes of the DPA, without prejudice to Customer’s right to object under Section 7.4 (List and Changes) or to deactivate AI Function. Customer may request an addendum to the DPA addressing AI Functions. The Privacy Policy also governs Revenue Grid’s processing of Personal Information as an independent controller, such as account and usage information of Permitted Users.
8.2 Security. Revenue Grid implements and maintains appropriate technical and organizational measures to protect AI Functions, User-Generated Content and AI Content, including segregation of Customer Content, encryption in transit and at rest, access controls based on authorization and least privilege, and monitoring of AI Functions. For more details on our security measures, please visit https://trust.revenuegrid.com/.
8.3 Confidentiality. User-Generated Content and AI Content are Customer’s Confidential Information under the Agreement and may be disclosed by Revenue Grid only as permitted by the confidentiality provisions of the Agreement. Disclosure to Third-Party AI Service Providers is governed by Section 7 of these AI Terms.
9.1. Term, Deactivation and Termination. These AI Terms remain in effect for as long as Customer has access to or use any AI Function and terminate automatically upon the earlier of: (i) expiration or termination of the Agreement, or (ii) deactivation of all AI Functions available to Customer. Deactivation of an AI Function ends Customer’s and its Permitted Users’ right to use that AI Function but does not affect the Agreement or Customer’s right to access or use other Services. User-Generated Content and AI Content already generated by that AI Function are retained and deleted in accordance with Section 6.2 (Retention). Sections 4.2 (License and Ownership, as to ownership of AI Content), 4.3 (Rights, Restrictions and Moderation), 5 (Customer Obligations), 8.3 (Confidentiality), 10 (Disclaimers and Limitation of Liability) and 11 (Indemnifications), and any other provisions which by their nature should survive, shall survive the expiration or termination of these AI Terms.
10.1. Disclaimers. IN ADDITION TO ANY DISCLAIMERS SET FORTH ELSEWHERE IN THE AGREEMENT, AND EXCEPT FOR REVENUE GRID’S EXPRESS OBLIGATIONS SPECIFICALLY SET FORTH IN THESE AI TERMS, AI FUNCTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THE AGREEMENT. THE ACCESS TO AND USE OF AI FUNCTIONS IS AT THE CUSTOMER’S SOLE RESPONSIBILITY AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, REVENUE GRID AND ITS THIRD-PARTY AI SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND – WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE – INCLUDING WITHOUT LIMITATION, AS TO THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE AI CONTENT, OR THE USE OF THE USER-GENERATED CONTENT, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, OR PERFORMANCE OF AI FUNCTIONS OR AI CONTENT, OR ANY RESULTS OR INFORMATION GENERATED OR PROVIDED THROUGH AI FUNCTIONS. REVENUE GRID IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF THE PRODUCTS OR SERVICES OF THIRD-PARTY AI SERVICE PROVIDERS. REVENUE GRID SHALL NOT BE RESPONSIBLE FOR ERRORS, OMISSIONS, INACCURACIES, OR OTHER DEFICIENCIES IN AI CONTENT, OR FOR DECISIONS OR ACTIONS TAKEN BY CUSTOMER OR ITS PERMITTED USERS IN RELIANCE ON AI CONTENT, EXCEPT TO THE EXTENT ARISING FROM REVENUE GRID’S BREACH OF ITS EXPRESS OBLIGATIONS UNDER THE AGREEMENT.
10.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL REVENUE GRID (INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, INDIVIDUAL CONTRACTORS, SUBCONTRACTORS, LICENSORS, OR THIRD-PARTY AI SERVICE PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE USE OR PERFORMANCE OF AI FUNCTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REVENUE GRID’S LIABILITY, IF ANY, IN CONNECTION WITH AI FUNCTIONS SHALL REMAIN SUBJECT TO THE SAME MONETARY CAPS, LIABILITY LIMITATIONS, AND EXCLUSIONS SET FORTH IN THE AGREEMENT, EXCEPT THAT LIABILITY FOR INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES SHALL BE EXCLUDED IN ALL CASES WITH RESPECT TO AI FUNCTIONS, REGARDLESS OF WHETHER SUCH DAMAGES ARE EXCLUDED ELSEWHERE IN THE AGREEMENT.
11.1 Indemnifications. You shall defend, indemnify, and hold harmless Revenue Grid, its affiliates, and their respective directors, officers, shareholders, employees, contractors, subcontractors, agents, attorneys, insurers, successors, and assigns (collectively, the “Revenue Grid Indemnified Parties”) from and against any and all liabilities incurred in connection with: (i) User-Generated Content, including any allegation that it infringes, misappropriates or violates any third party’s intellectual property, privacy, publicity or other rights, or was submitted without the rights, consents or legal basis required under applicable law; (ii) the use of AI Functions or AI Content by Customer or any Permitted User in breach of Section 5 (Customer Obligations), including Section 5.6 (Restricted Uses), or of applicable law; or (iii) any External AI Service selected, authorized or connected by Customer or a Permitted User, including its access to, processing, use, disclosure or retention of User-Generated Content or AI Content. The indemnification procedures set forth in the Agreement apply to the defense and settlement of any claim subject to this Section. If the Agreement does not set out such procedures, Revenue Grid may, at its own expense, assume the exclusive defense and control of any such claim, and Customer shall not settle any such claim without Revenue Grid’s prior written consent.
12.1 Update to the AI Terms. Revenue Grid may update these AI Terms from time to time by posting a revised version on the Revenue Grid Website, with the date of publication indicated as “Last Updated” at the top of the revised AI Terms. Customer is responsible for reviewing the then-current version of these AI Terms periodically. Revised AI Terms become effective on the “Last Updated” date, unless Revenue Grid notifies Customer of the update by email to the Administrator or to the contact person specified in the applicable Transaction Document, or by notice within the Services. Where Revenue Grid sends such notice, the revised AI Terms will become effective on the thirty-first (31st) day following the date the notice is sent, unless the notice specifies a different effective date. Customer’s continued access to or use of the AI Functions after the effective date of the revised AI Terms constitutes acceptance of them. Nothing in this Section 12.1 obliges Revenue Grid to provide individual notice of any update. Updates to these AI Terms do not amend or modify any Transaction Document or any other written agreement or addendum separately executed by the Parties. Any such document remains in effect in accordance with its terms and prevails over these AI Terms only to the extent provided in Section 1.4.
13.1 Entire Agreement. The Agreement, including these AI Terms, sets forth the final, complete, and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes any other agreement or communications relating thereto. All other provisions of the Agreement not expressly modified by these AI Terms shall remain in full force and effect.
13.2 Governing Law, Disputes and Notices. The governing law, dispute resolution and notice provisions of the Agreement apply to these AI Terms.
13.3 Severability. If any provision of these AI Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.
13.4 Force Majeure. Revenue Grid shall not be liable for any delay or failure to perform its obligations under these AI Terms resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, or the acts, errors, omissions, or unavailability of a Third-Party AI Service Provider or any External AI-Services.