AI SERVICES TERMS

These AI Services Terms (the "AI Services Terms") govern the AI Services provided by Company. The AI Services are subject to the terms and conditions of the master services agreement between Company and Customer (the "MSA"). In the event of a conflict between the MSA and these AI Services Terms, these AI Services Terms shall govern solely to the extent of such conflict and solely with respect to the AI Services.

1. Definitions
   1. "AI Input" means all information and instructions provided by or on behalf of Customer in connection with Customer's use of the AI Services.
   2. "AI Output" means all content or data that is generated by the AI Services from AI Inputs, such as clips, summaries, headlines, descriptions, tags, metadata, classifications, recommendations, packaging elements, or other derivative or assistive outputs.
   3. "AI Services" means services, features, or functionality made available by Company to Customer that utilize artificial intelligence, machine learning, or similar technologies, including features that may initiate actions, generate content, or execute workflows based on AI Inputs or Customer configurations.
   4. "Company" means the applicable Amagi entity identified in the applicable Service Order.
   5. "Customer" means the applicable Customer identified in the applicable Service Order.
      
      
2. Ownership and Data Use

   As between Company and Customer, to the extent permitted by applicable law, Customer retains all rights, title, and interest in AI Inputs and AI Outputs, and Company retains all rights, title, and interest in the AI Services and underlying technology.

   Customer grants Company the right to process and transform AI Inputs to generate AI Outputs as part of the AI Services.

   Company will not use AI Inputs or AI Outputs to train models for the benefit of other customers without Customer's prior written approval.
   
   

3. Customer Responsibilities and Use Restrictions

   Customer acknowledges and agrees that Customer is solely responsible for reviewing, validating, and approving AI Outputs before use, publication, or distribution, including evaluating whether such use will infringe upon or violate any applicable law or regulation or the rights of others. Customer acknowledges and agrees that (a) Customer controls how the AI Services are configured and used, including any automated workflows or publishing settings, and is responsible for the use of AI Outputs and any content or actions generated through the AI Services; and (b) the quality and suitability of AI Outputs may depend in part on the clarity, completeness, and appropriateness of Customer's AI Inputs, review criteria, prompts, and workflow settings.

   Customer further agrees it will not: (x) use the AI Services to generate unlawful, infringing, or misleading content; (y) reverse engineer or use the AI Services to develop competing models or services; or (z) use the AI Services in a way that violates any applicable law or regulation, including any laws or regulations requiring disclosure of AI-generated content. Company may suspend or restrict use of AI Services, and may remove or disable AI Inputs or AI Outputs, if it reasonably believes such use violates applicable law or third-party rights, or poses security or operational risk, and Customer will reasonably cooperate with Company in responding to any related complaints, legal requests, or regulatory requirements.
   
   

4. Monitoring and Usage

   Company may log and monitor use of the AI Services, including AI Inputs, AI Outputs, and related actions, for purposes of providing, securing, and improving the AI Services and ensuring compliance with applicable terms and laws. AI Services may be subject to usage limits or consumption-based restrictions. Company may monitor usage and, if Customer exceeds applicable limits, suspend or throttle use or charge for additional usage as set forth in the applicable Service Order.
   
   

5. External Platforms

   Where AI Outputs are published or delivered to third-party platforms, Customer is responsible for compliance with applicable platform terms and for account configuration, permissions, and publication settings. To the extent applicable, Customer authorizes Company, through the AI Services, to access connected third-party platforms and to transmit, publish, or facilitate delivery of AI Outputs and related metadata to such third-party platforms.

   Company is not responsible for the actions or decisions of third-party platforms, including any removals, takedowns, restrictions, and suspensions.
   
   

6. Third Party Providers

   AI Services may incorporate third-party AI providers. Company does not control and is not responsible for their performance, outputs, availability, or changes that may affect the AI Services.
   
   

7. Risks and Limitations

   Customer acknowledges and agrees that: (a) AI Outputs may be inaccurate, incomplete, biased, offensive, infringing, or otherwise unsuitable and Company is not responsible for any such AI Outputs; (b) AI Outputs may not be unique and similar outputs may be generated for other users; and (c) use of the AI Services may affect Customer's ability to obtain or enforce any intellectual property rights in AI Outputs.
   
   

8. Disclaimer

   Customer acknowledges and agrees that (A) the AI Services and the AI Outputs are provided on an "as is" and "as available" basis; (B) the AI Services may be modified at any time; (C) no information or advice, whether written or oral, obtained by Customer from AI Services or through the AI Services shall create any warranty not expressly made herein; (D) Customer should not rely on any AI Outputs without independently verifying their accuracy; and (E) the AI Services are not subject to any service level agreements in the MSA unless expressly stated.
   
   

9. Limitation of Liability

   To the maximum extent permitted by applicable law, Company will have no liability for any claims, damages, fines, or regulatory actions arising from: (a) AI Inputs provided by Customer; (b) the inaccuracy, incompleteness, bias, or potential infringement or misappropriation or other limitations of AI Outputs; (c) Customer's use of AI Outputs without appropriate review or modification; or (d) Customer's failure to comply with applicable laws or third-party obligations. This section supplements and forms part of the limitation of liability provisions in the MSA.
   
   

10. Modifications

    Company may update these AI Services Terms from time to time and will provide reasonable notice of material changes.