Under Agreement: Twelve Labs Enterprise Terms of Service

The following terms (“AI Terms”) are hereby added to and become part of the Agreement as Additional Terms. Capitalized terms not defined in these AI Terms have the meanings given in the Agreement. The Agreement applies to the AI Features as part of the Cloud Service with the following modifications.

1. Use of AI Features. Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”).
   
   “AI Features” means (select one):
   
   [X] The Cloud Service.
   
   [__] large language models (LLMs) or other machine learning or artificial intelligence features of the Cloud Service.
   
   

2. Training (select one):
   
   [Training on Inputs/Outputs prohibited]
   
   [__] Provider may not use Inputs or Outputs to train or otherwise improve AI Features.
   
   [Training permitted solely for Customer's benefit]
   
   [X] Provider may not use Inputs or Outputs to train or otherwise improve AI Features, except solely for the benefit of Customer.

   
   [Training permitted if Inputs/Outputs are de-identified and aggregated]

   
   [__] Provider may use Inputs and Outputs to train or otherwise improve the AI Features, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer, its Users or any other person and (b) aggregated with data across other customers. For these purposes (and without limiting Customer’s other obligations with respect to Customer Data generally), such data is provided by Customer to Provider strictly “AS IS”.

   
   [__] Other: _____.
   
   

3. Intellectual Property:

   
   A. Inputs (select one):

   
   

   [Customer owns Inputs as Customer Data]

   
   [X] Inputs are deemed to be Customer Data, subject to these AI Terms.

   
   

   [Customer owns Inputs – alternative formulation]

   
   

   [__] Except for Provider’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer’s Inputs.

   
   [__] Other: _____.

   
   

   B. Outputs (select one):

   
   

   [Customer owns Outputs as Customer Data]

   
   

   [X] Outputs are deemed to be Customer Data, subject to these AI Terms.

   
   

   [Customer granted right to use Outputs]

   
   

   [__] Customer is authorized to use Outputs subject to the Agreement, including the AUP and these AI Terms.

   
   [Customer granted right to use Outputs – alternative formulation]

   
   [__] Subject to the Agreement (including the AUP and these AI Terms), Provider hereby grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs.

   
   [__] Other: _____.
   
   

4. Similar Outputs. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Provider to others.

   
   

5. Infringement by Outputs. (select one):

   
   [Provider disclaims infringement liability for Outputs]

   
   [__] Due to the nature of the AI Features, Provider does not represent or warrant
   that (a) any Output does not incorporate or reflect third-party content or
   materials or (b) any Output will not infringe third-party intellectual property
   rights. Claims of intellectual property infringement or misappropriation by
   Outputs are not included in Provider-Covered Claims.

   
   [Provider offers infringement representations or indemnity for Outputs]

   
   [X] Provider makes the representations or offers the indemnification with respect
   to infringement or misappropriation of third-party intellectual property rights by
   Outputs specified in Exhibit A.

   
   [__] Other: _____.
   
   

6. Disclaimer. Outputs are generated through machine learning processes and are
   not tested, verified, endorsed or guaranteed to be accurate, complete or current
   by Provider. Customer should independently review and verify all Outputs as to
   appropriateness for any or all Customer use cases or applications. The warranty
   disclaimers and limitations of liability in the Agreement for the Cloud Service
   apply to the AI Features.
   
   

7. Third-Party Providers. (select any that apply):

   
   [__] Provider has specified in Exhibit A any third parties that provide the AI Features.

   
   [__] Customer agrees to abide by any third-party terms and conditions relating to the AI Features specified in Exhibit A (“Third-Party Terms”).

   
   

   This section does not modify Section 22.10 (Subcontractors) of the Agreement.
   
   

8. Special Restrictions on Use of AI Features. (select one):

   
   [__] Customer will comply with the special restrictions on use of the AI Features specified in Exhibit A (if any).

   
   [__] The following restrictions are deemed part of the AUP under Section 9.1 (Compliance) of the Agreement. Without limiting any restrictions on use of the Cloud Service in the Agreement, Customer will not and will not permit anyone else to:

   
   a) use the AI Features or any Output to infringe any third-party rights,

   
   b) use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorized use of the Cloud Service under this Agreement),
   
   c) represent any Output as being approved or vetted by Provider,
   
   d) represent any Output as being an original work or a wholly human-generated work,
   
   e) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with Laws, or
   
   f) use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.

Exhibit A

Third-Party Providers (if any):

Providers:

Third-Party Terms:

Infringement by Outputs (if any related provisions):

Provider’s indemnification obligations to Customer under the Agreement include any third-party claim that Customer’s use or distribution of Output infringes a third party’s intellectual property right. This indemnity does not apply where: (i) Customer knew or should have known the Output was infringing or likely to infringe, (ii) Customer disabled, ignored, or did not use any relevant citation, filtering, or safety features or restrictions provided by Provider, (iii) Output was modified, transformed, or used in combination with products or services not provided by or on behalf of Provider, (iv) Customer did not have the right to use the Input or fine-tuning files to generate the allegedly infringing Output, (v) the claim alleges violation of trademark or related rights based on Customer’s use of Output in trade or commerce, or (vi) the allegedly-infringing Output is from content from a Third-Party Platform.

Special Restrictions on Use of AI Features (if any):