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Addendum to Master Services Agreement

AI Terms and Conditions

Effective Date: October 28, 2024
Last Updated: October 28, 2024

This AI Terms and Conditions Addendum (“Addendum”) supplements the Master Services Agreement (“MSA”), Data Processing Addendum (“DPA”), and Privacy Policy available at MSA, DPA, and Privacy Policy between Revenue.io and the Customer (collectively referred to as “Parties”). This Addendum outlines the terms and conditions governing the use of artificial intelligence (“AI”) technologies and services provided by Revenue.io.

  1. Definitions

    Capitalized terms used but not defined in this Addendum shall have the meanings given to them in the MSA.

    • AI Subprocessors: Listed here as in effect from time to time: https://www.revenue.io/subprocessors

    • Revenue AI: Any feature(s) or functionality utilizing machine learning and generative artificial intelligence, including but not limited to prompts, suggestions, guidelines, queries, weights or parameters that Revenue.io provides or incorporates into its products or services, but solely to the extent made available by Revenue.io to Customer. Revenue AI shall be deemed a Revenue Product as defined by the MSA, but there is no obligation on Revenue.io to make any Revenue AI available to Customer absent Revenue.io’s written agreement to do so.

    • Input: Customer-submitted and Customer-generated information, including Customer Data, for processing by Revenue AI. For clarity, any information that Customer submits as a prompt or query is only an input to the extent that the Customer generates that prompt or query. Any prompts, suggestions, guidelines, queries, weights or parameters that Revenue.io provides or incorporates into its products or services or that are presented to or available to Customer to modify or supplement does not constitute an Input.

    • Output: Responses generated by Revenue AI in response to an Input. For clarity, any guidelines, weights or parameters that are incorporated into or used by Revenue AI to generate Output does not constitute Output.

  2. Purpose and Scope of AI Usage. Revenue.io utilizes machine learning and generative AI technologies, including conversation analysis, scorecards, opportunity insights, automated coaching, email generation and sentiment analysis, to enhance its products and services. Some AI functionalities are supported by AI Subprocessors as described in Section 8 below.

  3. Data and Output Responsibilities. Output generated by Revenue AI constitutes Customer Data. The Customer is solely responsible for its Inputs, Customer Data, and use of Outputs. Customer warrants that its Customer Data will not violate applicable laws, this Addendum, or third-party rights. Customer confirms it has all necessary rights to provide Input to Revenue AI.

  4. Participation and Termination. Use of Revenue AI is voluntary. All use of Revenue AI is subject to Customer’s compliance with the MSA and paying any fees due for the use of Revenue AI. Revenue.io may modify Revenue AI or this Addendum at any time with or without notice at its discretion. Customer’s continued use of Revenue AI following changes constitutes acceptance. Revenue.io may restrict access, suspend, discontinue or impose limits on Customer’s use of Revenue AI without liability.

  5. Risks and Limitations. Customer acknowledges the inherent risks of AI, including potential inaccuracies, biases, and harmful outputs. Customer is responsible for establishing appropriate use policies, obtaining consents, and providing human oversight in the use of all Revenue AI. Revenue.io is not responsible for any Output inaccuracies in Output that Revenue AI generates or Customer’s failure to comply with applicable law in the use of Revenue AI.

  6. Use Restrictions. Customer agrees not to provide sensitive data (e.g., health information, government IDs, financial data) as Customer Data or an Input or use Revenue AI to create competing models, mislead users, generate inappropriate content, and to adhere to our Revenue.io’s policies and procedures regarding use of Revenue AI as they may be in effect from time to time and provided to Customer. Customer may not use Revenue AI to (i) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; (ii) copy, create, offer, train, or sell any competing AI technology system, product, service, or offering with the same or similar functionality as the Revenue AI during the term of the MSA; (iii) use the Revenue AI or Output to generate content that violates or promotes violence, hate speech, or harassment; or insults or demeans a person; or contravenes any regulatory safety policies; or (iv) mislead any person that the Revenue AI or Output is solely human-generated. Customer will provide all disclosures regarding its use of Revenue AI as required by law and to comply with legal and industry practices regarding transparency.

  7. Data Collection and Use. Revenue.io shall make commercially reasonable efforts to collect and process specific categories of personal data only as strictly necessary for the operation and functionality of its Revenue AI. This includes, for example, summaries of voice calls, video meetings, SMS messages, and voice/video for conversation analysis, automated coaching, scorecards, opportunity analysis, sentiment analysis, and speech-to-text conversions summaries, as well as metadata such as timestamps, user identifiers, session IDs, and IP addresses to support AI processing and service optimization. Revenue.io will use this data to provide, maintain, enhance, and develop AI functionalities within its products and services, in compliance with applicable data protection laws.

    By using Revenue AI, Customer expressly consents to this data collection and processing and confirms that all necessary consents from end-users or data subjects have been obtained in accordance with this Addendum and applicable laws.

    Customer agrees that Revenue.io may use the Customer Data in aggregated and de-identified form and the Output to train, develop, enhance, and improve the Revenue AI.

  8. Subprocessors and Third-Party Involvement. Revenue AI uses AI Subprocessors to provide certain AI functionalities. The AI Subprocessors operate under their own policies in compliance with industry privacy, security, and ethical standards, aligned with Revenue.io’s commitments.

  9. User Consent. To the extent required by applicable law, Revenue.io will provide transparency regarding the source of datasets used to train Revenue AI, types of data collected, the purposes of processing, and the involvement of AI Subprocessors.

  10. Ethics, Compliance, and Acceptable Use. Customer agrees not to use Revenue AI for any unlawful purposes or in any manner that may violate applicable laws, regulations, or ethical standards. Revenue.io will use commercially reasonable measures to monitor the AI models provided by its AI Subprocessors to mitigate potential biases and ensure fairness. Customer shall not modify, manipulate, or use Revenue AI in a way that contradicts Revenue.io’s ethical guidelines or applicable legal requirements. Both Parties shall cooperate to address any issues related to ethics and compliance.

  11. Termination Rights and Recourse. Either Party may terminate the use of Revenue AI upon written notice if the other Party materially breaches this Addendum or applicable data protection regulations and fails to cure such breach within thirty (30) days of receiving written notice of the breach. In the event of termination due to an uncured breach by Revenue.io, Customer shall have the right to seek recourse through mediation or other legal remedies as specified in the MSA. Conversely, if termination results from a breach by the Customer, Revenue.io reserves the right to suspend or terminate access to the AI services and seek any applicable remedies under the MSA and applicable law.

  12. Feedback, Updates, and Continuous Improvement. Revenue.io is committed to the continuous improvement of its AI technologies and welcomes feedback from the Customer. Feedback may be reviewed by Revenue’s AI Governance Board to identify opportunities for enhancement. This Addendum may be reviewed and updated annually or as required to reflect changes in AI practices, legal requirements, or industry standards. Updates will be communicated to the Customer in a timely manner. By continuing to use the Revenue AI, Customer accepts all updates to this Addendum.

  13. Privacy and Related Policies. This Addendum shall be read in conjunction with Revenue.io’s Privacy Policy, MSA, and DPA. For more information on how Revenue.io handles data and its commitment to privacy, please refer to our Global Privacy Policy, Employment Privacy Notice, Cookies Notice, Masters Services Agreement and our Data Processing Addendum

  14. Intellectual Property. Revenue.io owns all rights to Revenue AI features and functionality and all intellectual property rights therein. Customer owns all Inputs and Outputs. No other rights are granted except as specified herein and no rights are implied or granted by estoppel.

  15. Indemnification. In addition to Customer’s indemnity obligations set forth in the MSA, Customer shall indemnify, defend and hold harmless Revenue from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising out of any claim brought against Revenue by a third party: (a) alleging that Customer, or any of its employees, agents or subcontractors, infringes such third party’s copyright, patent, trademark or trade secret rights in providing any Input; (b) that arises out of or relates to access or use of, or inability to access or use, the Revenue AI by Customer or any of its employees, agents and subcontractors; (c) Customer’s use of the Revenue AI for any High Risk Use or Unacceptable Risk Use; or (d) Customer’s failure to comply with this Addendum. “ High Risk Use” means any uses of Revenue AI that could or does: (i) significantly and negatively impacts Revenue’s operations or reputation; (ii) significantly and negatively impacts intellectual property protections or data security or privacy; (iii) impact the work and lives of Customer’s employees, users, partners, clients, and members of the public; or (iv) present novel or significant legal, compliance, or enterprise risks. “ Unacceptable Risk Use” means any use of Revenue AI that: (i) could have or actually has an effect on the access of an individual to employment or in a manner that could affect an individual’s rights under applicable AI laws; (ii) could lead or cause bias or discrimination; or (iii) lead to errors, omissions or other risks that have the potential to impact safety, fundamental rights of natural persons or affect the safety of tangible or physical property. This includes prohibited uses as defined under the EU AI Act.

  16. Disclaimer. Revenue.io does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit Customer Data, including the Inputs, or any other Customer Data into or stored in the Revenue AI for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Input into Revenue AI.

    Customer is solely responsible to ensure that all Output is checked and validated, that they are fit for Customer’s purpose and that they are in compliance with applicable laws prior to their use. To the extent any applicable laws require certain disclaimers or disclosures, Customer agrees to comply with any such requirement in accordance with Customer’s use of Revenue AI. Further, due to the nature of AI, the Output may not be unique across users and the Revenue AI services may generate or return the same or similar Output to other customers or a third party. If Customer provides Revenue.io with written notice or otherwise decides that Customer no longer desires to use Revenue AI, Revenue is not required to retain any Inputs or Outputs used or otherwise processed in connection with the Revenue AI service.

    IN ADDITION TO THE WARRANTY DISCLAIMERS IN THE MSA, REVENUE.IO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY SUCH INFORMATION OBTAINED THROUGH USING REVENUE AI IS AT CUSTOMER’S SOLE RISK. CUSTOMER MUST NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING, AND CUSTOMER MUST NOT RELY ON WORKFLOWS/PROCESSES OR WORK INSTRUCTIONS IN OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR CUSTOMER’S NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY CUSTOMER FROM THE REVENUE AI SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

  17. Governing Law and Jurisdiction. This Addendum shall be governed by and construed in accordance with the laws specified in the MSA. Any disputes arising out of or in connection with this Addendum shall be subject to the exclusive jurisdiction of the courts stipulated in the MSA.