AI Terms

These Climateware AI Terms (the “Terms”) supplement the Climateware Customer Agreement, or any other agreement between the Customer and Climateware (the “Agreement”) and apply to generative artificial intelligence features that Climateware makes available to customers as part of certain Cloud Products or plans or as standalone Cloud Products (the “AI Offerings”). If there is any conflict between the provisions of the AI Terms agreement and the primary customer agreement, the provisions of the AI Terms document shall have precedence. Capitalized terms used and not defined in these Terms have the meanings defined in the Agreement.

1. Identifying AI Offerings

Climateware must identify AI Offerings in product (for instance, as “Uses AI”) or in Documentation.

2. Input and Output

2.1. Climateware Obligations.

The AI Offerings generate Output based on the Customer’s Input. Input and Output are defined as Customer Data under the Agreement. Climateware will not use Input or Output to train, enhance, or improve the AI Offerings across different customers. Climateware will not permit its subcontractors to use Input or Output to train or improve their own data models.

2.2. Additional Customer Obligations, Restrictions, and Disclaimers.

(a) Output Use and Evaluation. The Customer is solely responsible for its use of Output, including reviewing and determining whether the Output is appropriate for the intended use.

(b) Restrictions. Customer must not (and must not permit others to): (i) submit Input that infringes on third-party rights, violates applicable Law, or is intended, or could reasonably be expected, to generate Output that does so; (ii) include in Input any Personal Data belonging to children under the age of 13 or under any applicable legal age of digital consent; (iii) use Output in a way that the Customer knows, or reasonably should know, violates third-party rights or Law; or (iv) present or imply that Output is human-generated, or that it has been approved or endorsed by Climateware or any of its subcontractors.

(c) Disclaimers. The Output is generated by artificial intelligence, which includes systems operated by third-party subcontractors. Climateware provides no guarantees or warranties regarding the accuracy, completeness, or reliability of the Output or that the Output does not violate third-party rights or Law. Because of the inherent characteristics of the AI Offerings, (i) Output may not be unique or exclusive to the Customer or its Users, (ii) identical or similar Input may generate different Output, and (iii) Output may not be interpreted as reflecting the opinions or positions of Climateware or its subcontractors.

3. Agents

3.1. General Description. Agents refer to AI Offerings provided by Climateware that Users can instruct to perform certain tasks or actions on behalf of the Customer (“Agents”).  These actions are considered separate from, and are not classified as, Output.

3.2. Additional Customer Responsibilities and Restrictions. The Customer bears full responsibility for its use of the Agents, including (i) evaluating whether any actions the Agents may take are appropriate for the intended use, (ii) appropriately overseeing and supervising such actions, (iii) reviewing and validating the Agents’ outputs prior to relying on or acting upon them, and (iv) ensuring that all uses of the Agents is compliant with applicable Law and does not infringe third-party rights.

4. Output Indemnification

4.1.  Indemnification. Climateware agrees to defend Customer against any third-party claim asserting that the Output of the AI Offerings, when used by the Customer in accordance with the Agreement, directly infringes on a third party’s copyright (an “Output Claim”). Climateware will indemnify and hold the Customer harmless from and against any damages, penalties, or costs awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed upon in a settlement by Climateware that arise from such an Output Claim.

4.2. Procedures. Climateware’s indemnification obligations in Section 4.1 (Indemnification) apply online if the Customer: (i) provides Climateware with timely and adequate notice of the Output Claim, ensuring that such notice does not hinder or prejudice Climateware’s ability to defend the Output Claim, (ii) grants Climateware the exclusive right to manage, control, and resolve the investigation, defense, and settlement of the Output Claim, and (iii) offers all reasonable cooperation and assistance (including preserving and sharing the relevant Input and Output), at Climateware’s expense for any reasonable out-of-pocket expenses incurred.  The Customer may choose to participate in the defense of an Output Claim with its own legal counsel at its own cost.

4.3. Settlement. The Customer must not settle or resolve an Output Claim without obtaining Climateware’s prior written consent. Climateware may not settle an Output Claim without Customer’s prior written approval if such a settlement would require the Customer to admit liability, fault, or perform or refrain from performing any action (other than relating to use of the Output or the AI Offerings).

4.4. Exceptions. Climateware’s indemnification obligations under this Section 4 will not apply to the extent an Output Claim results from: (i) the Customer’s breach of the Agreement (including the Acceptable Use Policy); (ii) Customer’s alteration, adaptation, or modification of the Output; (iii) use of the Output in combination with any materials, products, or services not supplied by Climateware (including Third-Party Products); (iv) Output that the Customer knew, or reasonably should have known, was likely to infringe upon the third-party rights or violate applicable Laws that are the subject of the Output Claim; (v) any continued use of the Output after Climateware instructs the Customer to cease use or after Customer has received notice of an alleged infringement; (vi) any Third-Party Products or their resulting output; or (vii) the Customer’s Input, other non-Output Customer Data, or Customer Materials.

4.5. Limitation of Liability and Exclusive Remedy. To the fullest extent permitted by applicable Law, Climateware’s total cumulative liability arising from or related to any and all Output Claims shall not exceed the lesser of (i) the total fees paid by the Customer to Climateware for the specific Cloud Products from which the Output was generated during the twelve (12) months prior to the first incident from which an Output Claim arose, or (ii) USD $1,000,000. Section 4 outlines the Customer’s sole and exclusive remedy and represents Climateware’s entire liability for Output-related claims or disputes.

5. Plans and Limits & Credit Rollover Policy

Subscription plans that include access to generative AI features may operate on a system of usage-based credits. These credits determine the extent to which Customers can utilize these AI capabilities under their selected plan. The following rollover and expiration terms apply:

5.1 Rollover Eligibility. Credit limits reset on a monthly basis. Any unused credits from a paid monthly or annual subscription plan will not carry over to the next billing cycle.

5.2 Expiration. All remaining unused credits automatically expire at the end of each billing period.

5.3 Cancellation. If a paid subscription is canceled, any unused credits will lapse at the end of the current billing period and will not transfer or carry over to any future subscription.

5.4 General Terms. Credits are non-refundable, non-transferable, and have no monetary or exchangeable value. Climateware reserves the right to modify, suspend, or discontinue the AI credits feature at its discretion, with or without notice, in accordance with applicable law.

6. Definitions

“Input” refers to any data, information, or content (including textual, audiovisual or other content) that the Customer or User provides or submits to an AI Offering.

“Output” means any data, information, or content (including textual, audiovisual, or other content) generated and delivered to the Customer or User by an AI Offering based on provided Input.