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These Mediafly Artificial Intelligence functionality terms (“AI Terms”) govern Customer’s use of AI Tools within the Mediafly Solution. By authorizing the use of AI Tools, Customer acknowledges that it has read, understands, and agrees to these AI Terms. Capitalized terms not defined in these AI Terms have the meanings given in the Mediafly Master Services Agreement (the “Agreement”). If any of these AI Terms conflict with the Agreement, these AI Terms control solely with respect to use of AI Tools.
1. “AI Tool” means any artificial intelligence, machine learning, large language model, or similar technology that enhances Customer’s experience and is embedded within or used in the development of the Mediafly Solution. AI Tools may include models that emulate the structure and characteristics of input data to generate or assist with digital content, including images, video, audio, text, and other materials.
2. “Output” means content, content insights, recommendations, business descriptions, and User Input reports created, edited, or provided by Mediafly through use of AI Tools, excluding Customer Materials and Mediafly IP.
3. “User Input” means any text, images, data, or other content uploaded into or submitted by Customer to an AI Tool through the Mediafly Solution.
4. Mediafly:
a) Will obtain Customer’s prior authorization before deploying any AI Tools to Customer’s account. Mediafly lists all AI Tools embedded in the Solution at https://www.mediafly.com/legal/subprocessors/. Customer may revoke its consent at any time by providing written notice to Mediafly at legal@mediafly.com.
b) To the extent applicable, will use third-party AI Tools through its corporate licenses.
c) Will not, and will not permit any third party to, use User Input to train or develop models. This does not limit processing reasonably necessary to provide, secure, maintain, support, or operate the Mediafly Solution or the AI Tools, including processing by approved Subprocessors under the Agreement and DPA.
d) Warrants that:
i. Each AI Tool complies with applicable law and that Mediafly has the right to use it.
ii. For any third-party AI Tool included within the Solution, Mediafly has:
(1) Obtained and will maintain all consents, licenses, and permissions necessary for the Services and all purposes contemplated by this Agreement;
(2) Required the relevant third party to treat User Input as Customer Confidential Information.
iii. Inputs Mediafly obtains from third parties are accurate, complete, suitable, relevant, representative, and free from errors and bias in view of the AI Tool’s intended purpose;
e) Will use commercially reasonable efforts to ensure that the AI Tools do not produce Output that constitutes unlawful discrimination or bias or infringes, misappropriates, or otherwise violates any third party’s moral rights or intellectual property rights.
f) Grants Customer a worldwide, non-exclusive, prepaid, perpetual license to use, store, edit, delete, publish, and make the Output available to third parties.
g) Ensures that any third-party AI Tools used by Mediafly are subject to the applicable Agreement, DPA, Subprocessor List, and any applicable third-party terms.
5. Customer:
a) Owns its AI Output, subject to the understanding that AI Tools may produce similar outputs for similar prompts and that some other customers using similar AI Tools, and therefore, certain intellectual property rights in AI Output may not be enforceable.
b) Retains all of its rights in the User Input subject to the terms and conditions of the Agreement
c) Is solely responsible for any User Input not provided directly from the Solution, including ensuring that it has all rights and permissions necessary to make that User Input available while using the AI Tool.
d) Is responsible for the oversight, review for accuracy and/or offensiveness, distribution, operation, maintenance, and use of any Output obtained from an AI Tool.
6. Notwithstanding anything to the contrary in the Agreement, solely to enable Mediafly to make the AI Tools available, Customer authorizes Mediafly to transfer and make User Input available to third-party artificial intelligence service providers (identified as Subprocessors), subject to these AI Terms.
WITHOUT LIMITING THE WARRANTY DISCLAIMER OR LIMITATION OF LIABILITY SET FORTH IN THE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE AI TERMS, MEDIAFLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO CUSTOMER’S USE OF AI TOOLS THROUGH THE SOLUTION, INCLUDING ANY WARRANTIES THAT THE AI TOOLS OR OUTPUT WILL BE FREE FROM ERRORS, BIAS, OR OMISSIONS, OR THAT OUTPUTS WILL BE UNIQUE, ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE.
For questions regarding use of AI Tools, contact us by email at legal@mediafly.com.