Last updated: March 12, 2024

Walnut AI Features – Terms & Conditions

These Walnut AI Features Terms & Conditions (“AI T&Cs”) govern your access and use of any of Walnut’s AI Features (as defined below) and form an integral part of the Master Services Agreement (“MSA”) or any other agreement entered into between the legal entity on behalf of which you are accepting these AI T&Cs as an authorized representative (“Customer”) and the Walnut entity specified on the Order Form executed between the parties (“Agreement”). These AI T&Cs are effective as of the earlier of (a) Customer’s acceptance of these AI T&Cs; or (b) Customer first use of any AI Features (“Effective Date”). All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the MSA.

PLEASE READ THESE AI T&CS CAREFULLY BEFORE ACCESSING OR USING THE AI FEATURED. BY CLICKING THE ‘APPROVE TERMS’ BUTTON, CUSTOMER AGREED TO BE LEGALLY BOUND BY THESE AI T&CS. WITHOUT LIMITING THE FORGEOING, ACCESSING OR USING ANY PORTION OF THE AI FEATURES INDICATES THAT CUSTOMER ACCEPTS THESE AI T&CS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER AGREES THAT THESE AI T&CS ARE FULLY ENFORCEABLE LIKE ANY SIGNED AGREEMENT BETWEEN THE PARTIES.

1. AI Features

From time-to-time Walnut may introduce services, features, tools, functionalities or capabilities, in connection with its web-based Platform offered on a software-as-a-service basis (“Services”) that utilizes artificial intelligence or similar technologies, including without limitation generative artificial intelligence (collectively, the “AI Features”). These AI Features may be developed by Walnut or Walnut’s third-party providers and a considered a part of the Services. Walnut or its licensors exclusively own all right, title, and interest in and to the AI Features, including all associated intellectual property and proprietary rights related thereto. Customer acknowledges and agrees that AI Features are in a beta release stage and that Customer’s access to, and use of the AI Features are and shall remain at Customer’s sole responsibility and risk. The AI Features are currently provided free of charge; however, Walnut reserves the right to charge fees for any AI feature at any time upon providing a prior written notice to Customer.‍‍

2. AI Features License

Subject to full compliance with any and all applicable laws and regulations, These AI T&Cs and the Agreement, Walnut hereby grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the AI Features solely for Customer’s internal business purposes, in accordance with the Documentation. Customer understands and acknowledges that the use of AI Features is not mandatory, and that the Services may be used without enabling the AI Features.

3. AI Content

Customer and its Authorized Users may provide input to be processed by the AI Features (“Input”), and receive output, including without limitation, natural language and images, generated and returned by the AI Features based on such input (“Output” and together with Input, “AI Content”). Customer is solely responsible for the creation, content, use, and dissemination of the AI Content, including without limitation for human evaluation of the accuracy of any Output. Customer represents and warrants that it has obtained all necessary rights, approvals, and consents for its use of the Input. Further, Customer is solely responsible to ensure that its access and use of the AI Features and the AI Content will not (i) violate any applicable law or regulation; (ii) violate these AI T&Cs, the Agreement, or any content and use policies Walnut may implement from time to time; or (iii) infringe upon, violate, or misappropriate any rights of Walnut or third-parties. Notwithstanding anything to the contrary in these AI T&Cs, Customer acknowledges and agrees that (a) the AI Features may generate the same, or similar, output for Walnut or other third parties, and (b) Customer hereby fully waives any claim of right, title, or interest against Walnut arising from or related to any Output generated by the AI Features. By making any Input available, Customer hereby grants Walnut and its Affiliates, a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable, right to use, process, copy, reproduce, modify, create derivative works of, excerpt, translate and transmit the Input solely as necessary to operate, enhance, improve, and further develop the Walnut’s Services and AI Features and to provide the Services. Customer represents and warrants that it possesses all rights necessary to provide the Input and to grant the licenses to Walnut as set forth herein.

4. Acceptable Use Policy

The Customer represents and warrants that it will use the AI Features in accordance with Walnut’s AI Responsible Use Policy. Without derogating from the restrictions and acceptable use policy in the Agreement, Customer shall not (and shall not permit others to) use the AI Features or Output to: (a) mislead anyone that the content generated by the Features is human-generated, and (b) use the Features to generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, contains malware, unsolicited bulk content, ransomware, viruses, or other software. (c) use the Features for activities which has high risk of economic harm, for adult content, adult industries, and dating apps; offering tailored financial advice without a qualified person reviewing the information; to provide health advice; Political campaigning or lobbying (d) use the Features in a way that infringes, misappropriates or violates any person’s rights; (e) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Features (except to the extent such restrictions are contrary to applicable law); (f) use the Features to develop foundation models or other large scale models that compete with OpenAI or any other AI Provider used by Walnut; (g) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (h) represent that Output from the Features was human-generated when it is not; and (i) disclose to any third party the results of any benchmark or performance test of the AI Features without Walnut’s prior written consent. You acknowledge that if any of your Input or Output is alleged to be unlawful or in breach of these AI T&Cs, Walnut may disclose such content to law enforcement or other governmental authorities.

5. Personal Data

Customer is advised not use any Personal Data in the Input. If however Customer decides to use Personal Data in the Input, Customer must comply with all data protection and privacy laws and regulations applicable to Personal Data, including providing notices and obtaining consent, where required. It is clarified that the Data Protection Agreement executed between the parties will apply to the Customer’s Personal Data included in the AI Content.

6. Confidentiality

Customer shall not include any non-public information, including business or trade secrets and other sensitive data, in any Input. If Customer chooses to include Confidential Information in an Input, all legal implications resulting therefrom shall be borne exclusively by Customer, including without limitation, the processing and storage of such Input by third party providers of Walnut.

7. Disclaimer and limitation of liability

WITHOUT DEROGATING FROM ANY DISCLAIMER INCLUDED IN THE AGREEMENT, THE AI FEATURES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND ARE EXCLUDED FROM THE WARRANTIES PROVIDED IN THE AGREEMENT. THE ACCESS TO AND USE OF THE AI FEATURES IS AT CUSTOMER’S SOLE RESPONSIBILITY AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WALNUT AND THE APPLICABLE THIRD PARTY PROVIDERS DO NOT MAKE OR PROVIDE ANY REPRESENTATIONS, INDEMNIFICATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHT (INCLUDING BUT NOT LIMITED TO ANY INTELLECTUAL PROPERTY RIGHTS OR PRIVACY RIGHTS). WALNUT IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY AI SERVICE PROVIDER OR FOR THE AVAILABILITY, ACCURACY, PRODUCTS, OR SERVICES OF ANY THIRD-PARTY AI PROVIDER. WALNUT DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS, COVENANTS, OR COMMITMENTS WITH RESPECT TO THE OPERATION OF THE AI FEATURE, ANY ERROR OR BREAKDOWN IN THE AI FEATURES, THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT BY THE CUSTOMER OR ANYONE ON ITS BEHALF, INCLUDING WITHOUT LIMITATION, OF THE ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURES. WALNUT WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE USE OF THE AI FEATURES BY CUSTOMER OR ANY ERRORS OR OMISSIONS CONTAINED IN THE AI CONTENT. WALNUT WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE USE OF THE AI FEATURES BY CUSTOMER OR ANY ERRORS OR OMISSIONS CONTAINED IN THE AI CONTENT. NEITHER WALNUT NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER LOSSES, EVEN IF WALNUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnity

Customer shall defend, indemnify, and hold harmless Walnut, its affiliates and their directors, officers, shareholders, employees and agents, from and against any claims, losses, and expenses (including reasonable attorneys’ fees) arising or relating to: (i) Customer’s use of the AI Features, including the AI Content; (ii) Customer’s breach of these AI T&Cs; and (iii) Customer’s violations of applicable laws and regulations.

9. Term and Termination

These T&Cs will commence on the Effective Date and will automatically expire upon (a) expiration or termination of the Agreement; or (b) expiration or termination of the underlying subscription to the applicable AI Features, if any. In addition to other termination rights set forth in the Agreement, in the event of Customer’s violation (or reasonably suspected violation) of these T&Cs, the rights of a third party or any applicable law or regulation, Walnut may, in its sole discretion, suspend, terminate, block or disable Customer’s access to or ability to use of, the AI Features. Upon expiration or termination of these AI T&Cs, Customer shall immediately cease any use of the AI Features. Provisions included in these AI T&Cs which by their nature are intended to survive termination or expiration of these AI T&Cs will survive without limitation of time.

10. Improvement of Services

Artificial intelligence models can improve over time to better address specific use cases. Customer agrees that Walnut may use the AI Content for improving the Services and the AI Features, subject to the confidentiality provisions in the Agreement (if applicable).

11. Miscellaneous

Customer acknowledges and agrees that certain AI Features may offer access to components that are subject to separate open source third party licenses. Customer is solely responsible for complying with such third-party license terms. The Agreement, together with the DPA and these AI T&Cs, set forth the final, complete, and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any other agreement or communications relating thereto. All other terms and conditions of the Agreement not expressly modified by these AI T&Cs shall remain in full force and effect. Walnut may, in its sole discretion, update or change these AI T&Cs from time to time. Customer’s continued access to and use of the AI Features following any such change or update constitutes Customer’s acceptance of the modified AI T&Cs.