Resale AI Workflow Builder Service Terms

These terms for the IntelePeer AI Workflow Builder are expressly incorporated into the IntelePeer Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”).

1. Service Description.

1.1 The AI Workflow Builder is a component of the Automation Services powered by artificial intelligence (“AI”), which supports Customer’s creation of voice or messaging chat bot for its internal use or use by its End Customers to recommend custom conversational responses to user inquiries, questions and requests by combining user-specific data, any corporate knowledgebase and human insight with specific algorithms, analytics and cognitive computing tailored for the solution of the Customer or its End Customers respectively.

1.2 To the extent IntelePeer uses third party AI foundation models, the use of the Services by the Customer can affect the use of such solutions by other IntelePeer customers due to the eligibility requirements on the third-party solution. For this reason, IntelePeer requires strict adherence by Customer and its End Customers to the restrictions outlined in the Agreement and reserves the right to modify to reflect any changes in those eligibility requirement from time to time, without additional notice.

1.3 In its use of AI solutions in its Services, IntelePeer will use commercially reasonable efforts to adhere to industry standards for responsible AI practices, including without limitation the management of the providers of third party AI models; provided that IntelePeer will have no responsibility to Customer, its End Customers or their users for the training of or output from the third party AI Models. IntelePeer seeks to utilize third party AI foundation models, which the third party refrains from utilizing the input or output content of the Customer or its End Customers to develop, train, or improve the third party AI model.

1.4 IntelePeer may use input provided by the Customer or its End Customers and output from the model to tailor the AI solution integrated in the implementations of Customer or its End Customers for its Automation Services, as well as to process or store such data, in accordance with the terms of this Agreement, including without limitation any Intellectual Property Rights, the Privacy Policy and any associated Data Processing Addendum.

2. Rates. IntelePeer will make available to Customer the Services based on the Rates outlined in the Customer’s Order Form or order in the IntelePeer portal.

3. Customer Responsibilities.

3.1 Customer agrees to be solely responsible for any input provided by the Customer or its End Customers, and any output created with use of the AI Workflow Builder as Customer Information. Customer represents and warrants, and will obtain the same representations and warrants from its End Customers, that Customer or its End Customers respectively has obtained and maintained all necessary rights, licenses and permissions from individual users to perform its obligations under this Agreement and applicable laws with respect to the Services.

3.2 Customer consents, and will obtain such consent from its End Customers, to IntelePeer disclosing the pertinent information for the AI Workflow Builder with the third parties providing the AI models pursuant to the terms of the Privacy Policy and any associated Data Protection Addendum.

3.3 Customer acknowledges that the output may not be unique due to the nature of AI, and agrees to not use the output from the Service, directly or indirectly, to create, train, or improve any foundation model. Customer will obtain and maintain the same acknowledgement and agreement from its End Customers.

3.4 Customer acknowledges that biased or negative responses are not filtered out, and agrees to: (i) validate the performance of any implementations configured as IntelePeer Managed Solutions at the direction of Customer in the SOW satisfies the needs of Customer or its End Customers for such implementation; (ii) evaluate the accuracy and appropriateness of any responses generated by the AI solution for any use case of Customer or its End Customers, including by utilizing human review as appropriate; and (iii) evaluate and promptly remediate any issues detected by any content filtering or abuse monitoring.

3.5 Before sharing the AI-generated output with any third party, Customer agrees to: (i) manually review each generation before sharing; (ii) attribute the content to the name of the Customer or its End Customers; (iii) designate the content as “AI-generated” in a manner no user could reasonably miss or misunderstand; and (iv) never share offensive content or content that violates this Agreement.

3.6 Under no circumstances will Customer or its End Customers use the AI Workflow Builder for: (i) diagnosing or helping to diagnose or treat any serious health condition; (ii) commercial sexual, erotic, romantic, or companionship purposes; (iii) personas of specific person, company, government body or entity, without explicit authorization; (iv) any claim to have special wisdom/insight/knowledge, unless very clearly labeled as being for entertainment purposes only; (v) promoting or supporting terrorist, violent, hateful or harassing activity; (vi) influencing the political process, such as an election campaigning, passage of legislation, and content for campaigning purposes; (vii) otherwise inflicting harm on individuals, property, the environment or society as the result of the unreasonable, inappropriate, life-threatening or illegal use, interruption, defect, error or failure of the AI Workflow Builder; or (viii) for activity outside the United States and Canada. Any of the foregoing by Customer or its End Customers will be considered a material breach for which Customer will indemnify IntelePeer pursuant to Section 6 of the Agreement.

4. Intellectual Property Rights.

4.1 As between IntelePeer and Customer, Customer owns any input submitted and any output generated in conjunction with the AI Workflow Builder as Customer Information, pursuant to the Intellectual Property Rights set forth in the Agreement.

4.2 As between IntelePeer and Customer, IntelePeer owns any algorithms, training data, machine learning models, performance data, performance metrics, anonymized information, tooling, learnings, or processes developed using the AI Workflow Builder, pursuant to the Intellectual Property Rights set forth in the Agreement.