Updated: 9th January 2025
These AI terms and conditions (“AI Terms”) are entered into by and between Panaya Ltd. And its affiliates (“Panaya“) and the Customer, which enabled the covered AI features provided by Panaya and detailed herein. These AI Terms, govern the use of the Panaya solution and features that are powered by artificial intelligence (“AI”) herein after shall be defined as the “AI Feature(s)”.
These AI Terms are governed by and are an integral part of the Master Service Agreement (“MSA”) or EULA, as applicable, terms used however not defined herein, shall have meaning as defined in the MSA or applicable Subscription Order. All obligations and provisions under the MSA apply to the use of the AI Features in addition to these AI Terms.
It is hereby clarified that the usage and operation of the AI Feature is optional and subject to the Customer’s discretion. The Customer’s admin can manage the AI Features and preferences from the Account settings, and determine whether the Account (on a system level), once activated the Authorized Users will be able to use the AI Features.
The Customer further understands and acknowledge that the AI Features are not mandatory and that the Panaya Services may be used without enabling the AI Features. The AI Features may be provided subject to a fixed fee, or otherwise free of charge, as part of an Alpha/Beta testing, or subject to a free trial or POC, all as agreed by the parties in writing. Notwithstanding the above, the Customer acknowledges that if the admin account user has enabled the AI Features, all Authorized Users will have access to the AI Features. The AI Features may be enabled or disabled on a system basis and not per Authorized Users. It is recommended to ensure the Customer publishes an internal AI policy in which its employees understand the importance of responsible use of AI tools and features.
BY ACCESSING OR USING THE AI FEATURES CUSTOMER HEREBY ACKNOWLEDGE IT HAS READ AND UNDERSTOOD THESE AI TERMS AND AGREE TO BE BOUND BY THEM AND TO ACCESS AND USE THE AI FEATURES IN ACCORDANCE WITH THESE AI TERMS AND MSA. IF CUSTOMER DO NOT AGREE TO THESE AI TERMS, IT MAY NOT USE THE AI FEATURES. CUSTOMER HEREBY AGREES THAT THESE AI TERMS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY IT.
Risk Acceptance: The Customer hereby recognizes that AI, particularly generative AI, is a novel and evolving field. There may be unknown risks, and the technology’s safeguards may not be comprehensive. The Customer assume full responsibility for any risks arising from their use of AI Features, including but not limited to: (i) Ensure the use of AI Features adheres to all relevant laws and regulations. There is a risk that AI Features or their outputs could be deemed non-compliant or illegal by authorities, possibly leading to service interruption or legal consequences; and (ii) the Customer accepts that AI outputs may not always be accurate or appropriate.
1.1. Subject to the terms herein and compliance with applicable laws, Panaya hereby grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Feature during the Subscription Term, unless otherwise agreed by the parties, and solely for the intended purpose as set forth herein.
1.2. The Customer is able to summarize content, chat and receive answers to various queries, get fast answers to questions or translate simple queries into complex testing, all as follows: (i) using AI to create reports and summaries based on information provided by the Customer as the Input (as defined below) (ii) using the AI solutions to investigate and extract insight from reports and tests, add/extract insights, detect defects, etc.; (iii) write and recommend on applicable changes to code of or used the Customer, where the Customer have the rights to change such code, and many more features available now or in the future, all meant to boost productivity, leverage Customer’s data, and maximize the Services.
2.1. The use of the AI Features is subject to Customer’s compliance with all applicable laws and these AI Terms.
2.2. The output insights generated and returned by the AI Feature (“Output”) are based on the data provided by Customer, as part of the Customer Data (“Input”) and based on the queries drafted and used by the Customer. Customer is responsible for (i) the lawfulness of all Inputs and (ii) all decisions, actions, or inactions arising from its use of the AI Features, including, without limitation, ensuring such decisions, actions, or inactions comply with applicable laws, regulations, and other legal requirements related to data protection, intellectual property, and the use of artificial intelligence or machine learning.
2.3. Outputs may be inaccurate, inappropriate, or biased. Customer is responsible for implementing reasonable practices, including human oversight, to guard against Outputs being used in an unsuitable or unlawful way or in violation of the rights of others.
2.4. The Customer should not use or provide any information that is sensitive, including personal data. Panaya has no control over the use of the Input, thus, any use of such is at Customer’s own risk and Panaya does not represent, undertake or warrant to any security or control of or to the Input.
2.5. The Output may be used for any lawful purpose, including commercial purposes and publication, at Customer’s own risk. Prior to publication, the Company should state and add a disclosure that the Output was generated by AI tools. Due to the nature of machine learning, Output may not be unique across users and the AI Features may generate the same or similar output for third parties.
2.6. The Customer shall use the AI Features solely in the jurisdictions in which such use is approved.
2.7. The Customer may use the AI Features solely for its business purposes.
3.1. The AI Features is provided and processed by third-parties providers (“Third Party Providers“). The Inputs and Outputs may be retained temporarily by the Third-Party Provider as part of the operation of their service.
3.2. Currently Panaya uses artificial intelligence technology developed and provided by OpenAI LLC (“OpenAI”), however this may change or additional providers may be used. The OpenAI Terms of Service (available here) (“OpenAI Terms”).
4.1. Panaya will not use Customer Data, including any Inputs or Outputs, to train, re-train or fine-tune any Model or for any other purpose other than enabling the AI Features.
4.2. Panaya shall contractually restrict any Third-Party Provider from using Inputs and Outputs for: (i) training or improving its large language models, or (ii) general use beyond the use required to provide and maintain the AI Features or as otherwise set out in these AI Terms and restrict the retention and storing of the Input by Third Party Provider for any purpose.
5.1. As between the parties and to the extent permitted under applicable laws or the Third-Party Providers Terms, the Customer retains ownership and rights to the Input and Output. Panaya is hereby granted with applicable legal right to use the Input solely for the purpose of providing the AI Features.
5.2. Due to the nature of AI Features, Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Panaya to other Customers or users.
5.3. Customer may provide feedback regarding the AI Features to: [email protected] (“Feedback”). The Feedback shall include Feedback on the performance, features that may be missing, and any bugs encountered during the use of the Alpha trial. Any Feedback provided grants Panaya a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Services or otherwise use any Feedback received from the Customer to improve products or services. The Customer irrevocably waives any moral rights in such Feedback pursuant to applicable copyright law. Panaya acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
6.1. The AI Features are provided by Third Party Providers, Panaya does not guarantee accuracy or consistency of any Output generated by the AI Features. Given the probabilistic nature of machine learning, and AI, use of our AI Features may in some situations result in incorrect Output that does not accurately reflect the action generated.
6.2. Any change of the data uploaded by the Customer as the Input and any change to the queries used by the Customer when using the AI Features may result in change to the Output. The Customer shall evaluate the accuracy of any Output and shall not reply on Panaya to do so.
7.1. Without derogating from the restrictions and acceptable use policy in the MSA, the Customer hereby represents and warrants that it will not, nor will it authorize anyone on its behalf, including an Authorized User, to: (a) mislead anyone that the Content generated by the AI Feature is human-generated; (b) use the AI Features to generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, contains malware, unsolicited bulk content, ransomware, viruses, or other software; (c) use the AI Features for activities which has high risk of economic harm, for adult content, adult industries, and dating apps; offering tailored financial advice without a qualified person reviewing the information; to provide health advice, political campaigning or lobbying; (d) use the AI Features in a way that infringes, misappropriates or violates any third party rights; (e) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Features (except to the extent such restrictions are contrary to applicable law); (f) use the AI Feature to develop foundation models or other large scale models that compete with Panaya or OpenAI; and (g) use any method to extract data from the AI Features, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API.
8.1. IN ADDITION TO THE DISCLAIMER INCLUDED IN THE MSA, THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. PANAYA AND THE APPLICABLE THIRD-PARTY PROVIDER, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, OUTPUT, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURES. PANAYA WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM CUSTOMER’s USE OF THE CONTENT AND OUTPUT OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT.NEITHER PANAYA NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF PANAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE LOWER OF THE AMOUNT CUSTOMER HAS PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
