Artificial Intelligence Terms

1. Applicability

1.1. These Artificial Intelligence Terms (“AI Terms“) shall apply to your access or use of the functionality within our Products that is powered by or otherwise enabled through artificial intelligence (“AI Functionality”). These AI Terms are in addition to those terms contained in Appriss Retail’s Master License and Services Agreement (“MLSA“, available here: https://apprissretail.com/mlsa/), Data Protection Agreement (“DPA“, available here: https://apprissretail.com/dpa/), Security Terms (available here: https://apprissretail.com/information-security-terms/), or your Order Form (collectively, the “Agreement“). These AI Terms may be further supplemented by other product specific terms or policies, as applicable. If there is a conflict between these AI Terms and any other document forming the Agreement, the order of precedence is as follows: the Order Form, any applicable product specific terms or policies, these AI Terms, the DPA, the Security Terms, then the MLSA (or other applicable governing terms).

1.2. Unless otherwise defined in these AI Terms, capitalized terms have the meanings given to them in the Agreement.

2. Definitions

2.1. “AI Features” means any machine learning, natural language processing, predictive analytics, decision-support, or other artificial intelligence or automated reasoning functionality made available through the Appriss Retail platform, including but not limited to any functionality branded as “Sidekick,” Data Intelligence, Decision Intelligence, or Workflow Intelligence layers.

2.2. “Artificial Intelligence (AI)” means any system that can perform tasks that can, for a given set of objectives, generate outputs such as predictions, recommendations, or decisions influencing real or virtual environments.

2.3. “Foundation Model” means a large-scale machine learning model developed and maintained by Appriss Retail or a third-party model provider and used as a component of AI Features.

2.4. “User Content” means user content or documents (i) uploaded or otherwise provided by Client’s Users to the Product, or (ii) made available to the Product via an integration with your systems or third-party services.

2.5. “User Prompt(s)” means an input by a user in the form of a query, statement, or instruction, intended to guide the Product in generating an Output or completing a task using the AI Functionality.

2.6. “Output” means any text, information, or other content that the AI Functionality generates in response to a User Prompt and/or based on User Content and returns to a user.

3. Responsible and Safe AI

3.1. Training and Testing

3.1.1 AI Features shall be trained and tested in accordance with generally accepted industry standards as of the time that such training or testing occurs.

3.1.2 Appriss Retail will not, and will not permit our third-party providers to, develop, train, or fine-tune any generative/foundational AI models with User Prompts, User Content, or Client Personal Data (as defined in the DPA) unless agreed upon separately in writing.

3.2. Responsible AI

Appriss Retail will:

3.2.1 maintain an internal AI governance program addressing risk identification and model performance monitoring;

3.2.2 document the purpose, scope, and known limitations of AI Features in technical documentation made available to Customer;

3.2.3 implement commercially reasonable processes to detect and mitigate material model drift, performance degradation, or emergent bias; and

3.2.4 provide you with reasonable notice of material changes to AI Features that may affect the accuracy or reliability of AI Outputs.

3.3. Credentials and Logging Content

When you use the AI Features to generate content, Appriss Retail may store information about the content and associate this information and the content with content credentials. You may not use the AI Features or create content with the purpose of removing, altering, obscuring, or hiding content credentials or other provenance methods, marks or signals or otherwise use the AI Features to generate content for the purpose of misleading others about whether content was generated by using the AI Features. Unless expressly stated otherwise, Appriss shall only use the content stored pursuant to this provision to improve, or audit use of the Products and Services.

3.4. Compliance with Laws

Each party will comply with all laws applicable to the provision (for Appriss Retail) and use (for you) of the Products and Services, including any applicable Data Privacy Laws.

3.5. Security

Appriss Retail will implement and maintain commercially reasonable technical and organizational security measures designed to protect your data processed through AI Features against unauthorized access, disclosure, alteration, or destruction, as more fully described in the Security Terms contained here: https://apprissretail.com/information-security-terms/.

4. AI Usage

4.1. License

4.1.1 You may provide a User Prompt and User Content to the Services for the purpose of receiving an Output from the AI Functionality. As between the parties, you warrant that you own, or have the relevant third-party licenses, legal grounds, consents or permissions to use, the User Prompts and User Content.

4.1.2 You and your authorized users may use the AI Functionality only for its intended use and in accordance with these AI Terms, and the Agreement.

4.1.3 When using or accessing the Products, you must not provide Appriss Retail with any User Prompts or User Content, including any personal data (as defined by applicable law) contained in User Prompts or User Content, which violate, misappropriate, or infringe the rights of any third party, applicable law, the Agreement, or these AI Terms.

5. Third-Party Foundation Models

AI Features may be powered by or otherwise enabled through third-party AI models, platforms or services (“Third-Party AI Providers”). A current list of Third-Party AI Providers is available at: https://apprissretail.com/subprocessors/.

6. Acceptable Use Policies

In addition to these AI Terms, you must comply with any acceptable use policies or similar terms published or made available by Appriss Retail or its Third-Party AI Providers that apply to your use of the AI Features. Appriss Usage Policies are available within the Product and here: https://apprissretail.com/sidekick-usage-policy/.

6.1. Human Oversight Required. AI OUTPUTS MUST NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY DECISION THAT CARRIES SIGNIFICANT LEGAL, FINANCIAL, OPERATIONAL, OR REPUTATIONAL CONSEQUENCES. You are responsible for implementing and maintaining appropriate human review processes for all material decisions informed by AI Outputs. Appriss Retail expressly disclaims any liability arising from your failure to exercise appropriate human oversight.

6.2. Data Minimization. You should not submit to AI Features any data that is not reasonably necessary for the intended use. In particular, you should not submit Sensitive Data, payment card data, healthcare data, or data pertaining to minors to AI Features unless a specific Data Processing Agreement or addendum expressly authorizes such processing.

6.3. Prohibited Use. You and your authorized users agree not to use the AI Functionality or any Output in the following manners/for the following purposes:

6.3.1 Illegal Activities and Harm to Vulnerable Groups: In any way that violates or seeks to promote or facilitate a violation of applicable laws (including any ordinance or regulation), exploits or harms children, or engages in human trafficking or sexual exploitation;

6.3.2 Deception and Harmful Conduct: To deceive, defraud, mislead or misinform others, or to engage in, promote or encourage harassment, discrimination, violence, terrorism, abuse, bullying, threats, intimidation or hateful behavior;

6.3.3 Discrimination: To discriminate against or unlawfully treat individuals or groups in the provision or denial of essential goods, services or benefits (including education, employment, credit, healthcare, housing or insurance) on the basis of protected characteristics such as age, color, disability, ethnicity, genetic information, language, national origin, race, religion, reproductive health, sex, veteran status or other protected classifications;

6.3.4 Professional Advice, Employment Decisions, and Automated Decision-Making: To make automated decisions, or as a substantial factor in making decisions with legal or similarly significant effects (including employment decisions), or to assist in providing legal, financial, health, medical, tax or other professional advice, decisions or recommendations unless independently reviewed by a qualified human;

6.3.5 Dangerous Materials and Critical Infrastructure: To develop, use or distribute weapons, explosives, dangerous or controlled substances, or to operate, support or disrupt critical infrastructure (including electrical, water, gas and nuclear systems, traffic control, emergency services and telecommunications);

6.3.6 Political Activities and Manipulation: To engage in political campaigning, lobbying or election interference, or to deploy techniques that materially distort behavior by impairing informed decision-making or exploiting vulnerabilities (such as age, disability or socio-economic situation) in ways that cause or are likely to cause significant harm;

6.3.7 Biometric Systems and Social Scoring: For social scoring systems causing detrimental or unfavorable treatment, risk-assessment systems predicting criminal behavior (except supporting human assessment based on objective facts), untargeted scraping for facial recognition databases, emotion recognition in workplaces or educational institutions (except for medical or safety reasons), categorizing individuals based on biometric data to infer protected characteristics (such as race, political opinions, religious beliefs or sexual orientation), or real-time remote biometric identification in public spaces (for law enforcement or otherwise);

6.3.8 Circumvention and Misrepresentation: To circumvent or interfere with features or safeguards of the AI Functionality designed to limit violations or harms or to prompt the services to violate the Agreement, these AI Terms or applicable laws, or to represent that Outputs are solely human-generated; or

6.3.9 National Security and Geographic Restrictions: For national security or intelligence purposes without our prior review and approval, or to access from or offer access from China or Russia. In addition, you agree you will not remove or alter any mark included in Outputs that confirms the provenance of the Outputs.

7. Outputs

7.1. Limitations of AI Outputs

7.1.1 It is your responsibility to evaluate whether Outputs are appropriate for your use case, including where human review is appropriate, before using or sharing Outputs. You acknowledge, and must notify your Authorized Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information.

7.1.2 Appriss’s Products and Services are not designed, intended, or to be used as substitutes for professional advice.

7.2. No Warranty

Appriss Retail does not warrant that AI Outputs will be accurate, complete, current, unbiased, or fit for any particular purpose. Results may vary based on Input quality, data completeness, and the inherent limitations of Foundation Models. Customer is solely responsible for validating AI Outputs before acting upon them.

7.3. Ownership

Subject to the use restrictions set forth in the Agreement and to the extent permitted by applicable law, as between you and us, you own the Output generated from your use of the AI Functionality, provided that such ownership is subject to our third-party licensors’ rights and any rights we retain in our Confidential Information or Intellectual Property as stated in the Agreement, or any derivatives thereof. For avoidance of doubt, Appriss Retail retains all rights to the scoring generated from its Engage products which are derived from its proprietary models.

7.4. Restrictions on Output Use

7.4.1 You may not use our Confidential Information or Intellectual Property to train or develop any artificial intelligence or machine learning algorithms or software, or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of Appriss Retail or any person, or that violates any applicable law.

7.4.2 You may not use the AI services to discover any underlying components of the models, algorithms, and systems. For example, you may not try to determine and remove the weights of models or extract any parts of the AI services from your device.

7.4.3 Unless explicitly permitted, you may not use web scraping, web harvesting, or web data extraction methods to extract data from the AI services.

8. Miscellaneous Terms

8.1. Appriss Retail has the right to modify these AI Terms from time to time. Such modified version becomes effective on posting on our website or within the Product. You will be notified of modifications through notifications. Your continued use of the AI Features after the effective date of the modifications will be deemed acceptance of the updated AI Terms.

8.2. Indemnification and Limitation of Liability Limits contained in the MLSA shall apply to Appriss’ provision and your use of the AI Features.

8.3. You are solely responsible for responding to any third-party claims regarding your use of the AI Features in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to content output during Your use of AI Features).