1. Definitions
“AI” means machine learning, large language models, and/or artificial intelligence applications and algorithms, as applicable.
“AI services” means the applicable AI used within the applicable Cloud Services subscribed to under an OSA.
“Customer Fine-Tuned Model” means an AI model requested by Customer that is beyond that of the Underlying Artificial Intelligence Model(s).
“Inputs” means Customer Data uploaded to the AI Services by Customer.
“Outputs” means, collectively, the results and outputs of the AI Services.
“Underlying Artificial Intelligence Model(s)” means the applicable AI model(s) deployed in the normal provision of the Cloud Services.
2. AI Services
Customer acknowledges the Cloud Services to which it has subscribed under the applicable OSA may include AI Services. For clarity, where AI Services are part of the Cloud Services in which Customer has subscribed, the terms and conditions of the Agreement with respect to “Cloud Services” govern to the extent applicable to the AI Services included therein, including, without limitation, those terms and conditions concerning warranties, indemnities, security, privacy, and limitations of liability with respect thereto. Information about the specific Cloud Services to which Customer has subscribed is set forth in the Documentation.
3. Customer Data; Outputs
Customer Data constitutes “Confidential Information” of Customer. In accordance with the Agreement: (a) Intapp acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to Customer Data; and (b) all right, title and interest in Customer Data remains with Customer.
Customer acknowledges the quality of Outputs is reliant on the quality and use of Customer Data, which Customer agrees may be used for the purposes of provisioning the Cloud Services, including creating and providing Outputs. As between the parties, Intapp will treat Outputs (to the extent stored in the Cloud Services or represented in outputs of the Cloud Services and hosted therein, such as in a report) as Customer Data (to the extent consistent with the definition of the same) where such outputs are derived from Inputs, and except to the extent such Outputs or originating inputs consist of, are derived from, and/or are based on Intapp’s (or its Affiliates’ or licensors’) proprietary rights including, without limitation, in or to Licensed Materials, Application Data, and the Cloud Services.
Notwithstanding the foregoing, Customer acknowledges that due to the nature of the services and artificial intelligence in general, Outputs may not be unique and other users (including customers) may receive, generate, or request similar content or information from use of the AI Services which will not be considered Customer Data.
4. Shared AI Models
Unless otherwise agreed to by Customer in writing, Intapp will not use Customer Data to:
(a) train or develop any AI models for use by Intapp for its own purposes or for use by any other Intapp customer; or
(b) for any benchmarking studies conducted by Intapp for itself or for other customers.
5. Fine Tuned AI Models
Unless otherwise agreed to by Customer in writing, where Customer has requested Intapp to utilize Customer Data to train or develop a Customer Fine-Tuned Model for use by Customer:
(a) Intapp will not use such Customer Fine-Tuned Model for any other Intapp customer; and
(b) Subject to any terms within the Agreement concerning retention periods or backups in relation to data deletion, upon expiration or termination of the applicable OSA, Intapp will also delete the Customer Fine-Tuned Model (which can include Customer Data) and shall not re-use the Customer Fine-Tuned Model. For clarity, the foregoing in no way restricts Intapp from utilizing the Underlying Artificial Intelligence Model(s).
6. Warranties and Disclaimers
In addition to, and not in lieu of the warranties set forth in the Agreement, Intapp shall: (a) monitor and evaluate AI model performances against testing benchmarks; and (b) use commercially reasonable efforts to reduce bias in its proprietary AI used within the AI Services which may include, but is not limited to, training data filtering, balancing and augmentation, client-agnostic model weight calibrations, and/or using prompting controls that provide explicit instructions. The Cloud Services to which Customer has subscribed may also include the provision of content that is provided free of charge to Customer (all such content, “Included Content”).
Customer acknowledges: (i) no warranties, express or implied, with respect to Included Content including, without limitation, any implied warranties and conditions of merchantability, infringement, quality, fitness for a particular purpose, or any warranties and conditions arising out of course of dealing or custom or usage of the trade: (ii) use of Included Content is at Customer’s sole risk; and (iii) Intapp will in no way be liable to Customer (or any other party) for, or have any obligations with respect to or arising from (nor will Customer have any rights to terminate any agreements with any Intapp as a result of) Included Content.
Except as otherwise expressly set forth in the Agreement, Customer acknowledges (A) no warranties, representations, or other promises are made that the AI Services or any information or content provided (including Outputs) are or will be error-free, consistent, up-to-date, accurate, available, complete, or free from bias; and (B) Customer’s use of the AI Services or any information or content provided (including Outputs) is at its own sole risk and otherwise Customer is solely responsible for the use of, reliance on, and evaluation of, the AI Services, and Outputs, including accuracy and appropriateness of Customer’s use case(s).