Artificial Intelligence Terms
Last Updated: September 9, 2026
These Artificial Intelligence Terms ("AI Terms") apply to Customer's use of artificial intelligence and machine learning features within Odie's Service. These AI Terms supplement and are incorporated into the Master Service Agreement between Customer and Totango, Inc. d/b/a Odie, a Delaware corporation ("Odie" or "Company"). By using AI features within the Service, Customer agrees to these AI Terms. Capitalized terms not defined herein have the meanings assigned in the Master Service Agreement (the "Agreement").
Applicability: These AI Terms apply only to the extent Customer accesses or uses AI-powered features within the Service, including but not limited to Unison AI offerings. If Customer does not use AI features, these AI Terms do not apply.
1. Definitions
"AI-Generated Content" means all predictions, insights, recommendations, analyses, reports, and other outputs generated by Company's artificial intelligence systems using Customer's data in connection with the Services.
"Data" has the meaning set forth in Section 1 of the Master Service Agreement.
"Proprietary Information" means Customer's confidential and proprietary information, trade secrets, and business information.
2. Ownership of AI-Generated Content
All AI-Generated Content created specifically for Customer using Customer's Data shall be owned by Customer. For the avoidance of doubt, Customer's ownership of AI-Generated Content does not extend to the underlying AI models, algorithms, or the Service itself, which remain Company's exclusive property pursuant to Section 8 of the Agreement.
3. Data Use and Training Restrictions
Company covenants that it will not use Data or Proprietary Information to train, improve, enhance, or develop any artificial intelligence systems, machine learning models, or predictive algorithms, whether owned by Company or third parties. This restriction applies to:
(a) Raw Data in any form; (b) Personally identifiable information (PII) derived from Data; (c) Customer-specific data patterns, behaviors, or characteristics, except when used exclusively to train, improve, or enhance AI models that are deployed solely for Customer’s benefit and are not accessible to or used for any other customer; and (d) Any data that could be traced back to Customer or Customer's customers, except when used exclusively to train, improve, or enhance AI models that are deployed solely for Customer’s benefit and are not accessible to or used for any other customer.
Notwithstanding the foregoing, Company may use anonymized, aggregated data trends and statistical patterns that cannot be attributed to Customer for general model improvement, provided such use does not reveal Customer-specific information or competitive advantages. Additionally, Company may use Data to develop, train, and improve AI models that are created exclusively for Customer’s use, provided that (i) such models and any insights derived therefrom are used solely for Customer’s benefit, (ii) no Data or model outputs are shared with or accessible to any other customers or third parties, and (iii) Data used for such customer-specific models is not combined with or used to improve models for other customers.
4. AI Technology and Subprocessor Disclosure
Company shall provide Customer with written disclosure of all artificial intelligence technologies, large language models, machine learning systems, and subprocessors used in providing the Services upon request, including:
(a) Names and versions of all AI systems, models, and technologies; (b) Identity of providers, developers, and subprocessors; (c) Description of each technology's role in the Services; (d) Data processing and storage practices of each subprocessor; and (e) Confirmation that subprocessors do not store Data or PII.
5. Data Processing and PII Protection
Company represents that:
(a) All PII is scrubbed from Data before use in predictive model development; (b) No raw Data or PII is provided to or stored by third-party AI subprocessors for the purpose of training AI models; (c) Training data consists solely of aggregate data, trends, and custom features that cannot identify Customer or its customers; and (d) All data processing complies with applicable privacy laws and the data protection requirements of the Agreement.
6. Security and Compliance
Company shall maintain appropriate technical and organizational measures to protect Data during processing and ensure that all AI technologies and subprocessors comply with the security and privacy standards required under the Agreement.
7. Representations and Warranties
Company represents and warrants that its use of AI technologies in providing the Services complies with all applicable laws and does not infringe any third-party intellectual property rights. Company's indemnification obligations under Section 15.1 of the Master Service Agreement extend to third-party claims that AI-Generated Content, as provided by Company, infringes third-party intellectual property rights. Company shall have no liability for Customer's use, modification, or application of AI-Generated Content.
8. General Provisions
8.1 Relationship to Agreement. This Addendum supplements the Master Service Agreement between the parties and is incorporated into and forms part of the Agreement. Capitalized terms not defined herein have the meanings assigned in the Agreement.
8.2 Order of Precedence. This AI Addendum is subject to the order of precedence provisions set forth in Section 16.4 of the Agreement. In the event of any conflict between this AI Addendum and the Agreement regarding AI-specific matters, this AI Addendum shall control solely with respect to such AI-specific matters; provided, however, that the liability limitations, disclaimer of warranties, indemnification obligations, intellectual property ownership provisions (excluding AI-Generated Content ownership as expressly set forth in Section 2 of this Addendum), confidentiality obligations, and other material protections set forth in the Agreement shall control in all circumstances.
8.3 Governing Law. This AI Addendum shall be governed by the laws of the State of New York in accordance with Section 16.5 of the Agreement.
8.4 Termination and Survival. This AI Addendum shall terminate automatically upon termination or expiration of the Agreement. Sections 2 (Ownership of AI-Generated Content), 3 (Data Use and Training Restrictions), 5 (Data Processing and PII Protection), and 7 (Representations and Warranties) shall survive termination of this Addendum and the Agreement.
8.5 Limitation of Liability. All liability limitations set forth in Section 14.4 of the Agreement apply in full to any claims arising under or related to this Addendum, including claims related to AI-Generated Content or the use of AI technologies.