The following terms of use (“Terms”) supplement Totango's Terms of Use or Service Agreement (the “Agreement”) between you and the Totango entity executing the Agreement (“Totango”) and apply to and govern your access and use in AI-enabled features and functionality (“AI's Functionalities”). All defined terms in these Terms shall have the same meaning as in the Agreement.
- Beta AI Functionalities. These Terms govern your access and use of the AI Functionalities that Totango offers on a beta basis. The AI Functionalities are offered “AS-IS” and "AS AVAILABLE" basis for testing and evaluation purposes. Notwithstanding anything to the contrary in any agreement between the parties, Totango makes no warranties or representations and has no indemnity or support obligations with respect to the AI Functionalities. The use of the AI Functionalities is at your sole risk and decision. The AI Functionalities are an integration with Jasper and/or OpenAI, a service provider which currently hosts the data in the United States. Consequently, in relation to your use of the AI Functionalities, Totango does not provide any regional data hosting, irrespective of any prior agreement between the parties regarding regional data hosting terms.
- AI Features. Totango may provide you with AI Features which may include OpenAI LLC (“OpenAI”) language-generation model ("GPT"), as a tool to create automatically generates description, email templates, comments and other text, and/or Jasper AI, Inc. (“Jasper”) language-generation model, as a tool to create automatically generates description, email templates, comments and other text (together “Third Party Integrations”). You may provide input to the AI Functionalities (“Input”), and receive output generated and returned by the AI Functionalities based on the Input (“Output”). You may not use this tool and/or create or share Text in a manner that violates (a) these Terms; (b) any OpenAI policies, including, without limitation, their Content Policy; Usage Policy; Sharing and Publication Policy; and Community Guidelines; and or (b) any Jasper policies, including, without limitation, their EULA ; Platform Guidelines; and Terms of Service. This AI Feature means that all Input information (including, personal data) you provide via this feature will be transmitted to the Third Party Integrations. While we strive to protect your information and respect your privacy, Third Party Integrations' handling of your information is governed by their own privacy policies and terms of use (see above). We encourage you to review Third Party Integrations’ privacy policies to better understand their data handling practices. Given the data sharing implications, we strongly advise you not to provide any personal data, sensitive information, health data, identification data (e.g., ID or social security number), confidential information, trade secrets or credit card details while using this feature. By choosing to use this AI Feature, you acknowledge and agree to the sharing of your Input with Third Party Integrations and the potential risks associated with such data sharing. Furthermore, you agree to bear full responsibility for any and all Input you choose to provide via this AI Feature. You assume sole and exclusive responsibility with respect to the Input that you share. To the maximum extent permitted by law, we shall have no responsibility or liability regarding the data that you Input to this feature and your use of the Output including for ensuring that it does not violate any applicable laws, policies or these Terms. You acknowledge that any Output may not be unique and that AI Functionalities and/or Third Party Integrations may generate the same or similar Output to a third party.
- Use. If you Input, create and/or share the Output, you represent, warrant and covenant that you own or have acquired all the necessary permissions and rights to do so, that you have complied and will comply at all times with applicable laws, and that you have not and will not infringe, misappropriate or violate third party rights (including, without limitation, intellectual property rights, and proprietary or privacy rights). You understand that the AI Functionalities and/or Third Party Integrations may not be available at all times, may be removed or changed at any point and may be subject to third-party terms. Totango reserves the right to modify or terminate these Terms, or your use of the AI Functionalities and/or Third Party Integrations, to limit or deny access to the AI Functionalities and/or Third Party Integrations at any time, in Totango's sole discretion, for any reason, with or without notice and without liability to you. If you use the AI Functionalities and/or the Third Party Integrations to process personal data, you must provide legally adequate privacy notices and obtain necessary consents, authorizations and/or legal basis in place for the processing of such data, and you represent that you are sharing and processing such data in accordance with applicable law. Your use of the AI Functionalities is not covered by any existing business associate agreement (if any) with Third Party Integrations and/or Totango.
- Restrictions. You may not (i) use the AI Features (including the Third Party Integrations) in a way that infringes, misappropriates or violates any person’s rights; (ii) 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); (iii) use output from the AI Features to develop models that compete with Totango and/or Third Party Integrations; (iv) use any automated or programmatic method to extract data or output from the AI Features, including scraping, web harvesting, or web data extraction; (v) represent that output from the AI Features was human-generated when it is not or otherwise violate these Terms and the Third Party Integrations usage policies; (vii) buy, sell, or transfer API keys without our prior consent; or (viii), send any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use the AI Features only in geographies currently supported by Totango and Third Party Integrations.
- Intellectual Property. Totango and its third-party technology providers and licensors (including Third Party Integrations), as applicable, own all legal right, title and interest in and to the AI Functionalities, including all intellectual property rights. Except for the rights expressly granted under these Terms, no other rights or permissions to access or use any of the AI Functionalities is granted.
- Input and Output. You hereby grant Totango a worldwide, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, process, reproduce, share, distribute, adapt, transform, prepare derivative works of, display, and perform the Input and the Output in connection with the Services, including, without limitation, to share it with Third Party Integrations (in accordance with their terms and policies). As between the parties and to the extent permitted by applicable law, you are responsible for the Input and your use of the Output, including, without limitation, for ensuring that it does not violate any applicable laws, policies or these Terms. You agree that Totango may use Input and Output as necessary to provide and maintain the AI Functionalities, to comply with applicable law, to enforce their respective policies, and in an anonymized manner to improve its services and products. Due to the nature of machine learning, Output may not be unique across users and the AI Functionalities may generate the same or similar output. Responses that are requested by and generated for other users are not considered your Output.
- Indemnification. You agree to defend, fully indemnify and hold harmless Totango, our affiliates, licensors and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) arising from or related to your use of the AI's Functionalities, Input and/or Output.
- Warranty Disclaimers. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT WHEN ACCESSING AND/OR USING THE SERVICES AND/OR USING THE AI FUNCTIONALITIES AND/OR RECEIVING THE OUTPUT: (I) YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR THE INPUT (AND YOUR SHARING OF THE OUTPUT) AND THE CONSEQUENCES OF CREATING, USING, OR SHARING THEM; (II) YOU MAY BE EXPOSED TO OUTPUT FROM A VARIETY OF SOURCES; (III) TOTANGO AND ITS THIRD PARTY LICENSORS (INCLUDING, THIRD PARTY INTEGRATIONS) ARE NOT RESPONSIBLE AND TAKES NO LIABILITY FOR THE ACCURACY, USEFULNESS, INTEGRITY, LAWFULNESS, TITLE OR INFRINGEMENT, FUNCTIONALITY OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, SUCH OUTPUT; AND (IV) THE AI FUNCTIONALITIES AND THE OUTPUT ARE PROVIDED “AS IS” AND "AS AVAILABLE" AND USE OF THE AI FUNCTIONALITIES AND THE OUTPUT IS AT YOUR SOLE RISK AND FREE WILL. YOU HEREBY AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU MAY HAVE AGAINST TOTANGO AND ITS THIRD-PARTY LICENSORS (INCLUDING THIRD PARTY ITEGRATIONS) WITH RESPECT TO THE AI FUNCTIONALITIES AND/OR OUTPUT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TOTANGO EXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Last updated: December 11, 2023
