Karbon AI Supplemental Terms

Last Updated: 27 September 2023

I. Karbon AI Supplemental Terms Introduction.

Karbon, Inc., (“Karbon”) already has implemented and will continue to implement and make generally available with Karbon’s software as a service (“Karbon Software” or just “Software”) certain third-party developed generative artificial intelligence capabilities (“Generative AI”). We will refer to the Karbon Generative AI implementations in beta or made generally available in the Karbon Software as the “Karbon AI.” Karbon’s first iteration of Karbon AI is based on the Azure OpenAI. However, Karbon anticipates implementing and releasing Generative AI offerings from different third parties as a part of the Karbon AI, selecting the best Generative AI solution for specific uses within the Karbon Software.

Each third party organization releasing Generative AI will have particular terms and restrictions that it requires organizations implementing that third party’s Generative AI (such as Karbon) to pass through to subscribing users of the Karbon Software and Karbon AI. Because Generative AI is a highly dynamic area, with both the technologies and legal requirements evolving quickly and frequently, Karbon has chosen to maintain these separate online Supplemental Terms for Karbon AI (“Karbon AI Supplemental Terms”).

Please CAREFULLY read these Karbon AI Supplemental Terms. When You first subscribed to the Karbon Software You entered into a subscription agreement either in the form of (1) accepting online subscription terms/terms of use or service or (2) a stand-alone subscription agreement that You or an authorized representative for You either signed digitally or the “old fashioned way” with pen and paper (in whatever agreement form that You and Karbon used, the “Karbon Software Agreement”).

By accepting Karbon’s online terms which Karbon can modify or by agreeing to a written addendum incorporating these Karbon AI Supplemental Terms, You agree that the Karbon AI Supplemental Terms and the Karbon Software Agreement are the complete agreement between You and Karbon permitting You to access and use Karbon AI integrated in the Karbon Software, including any mobile application for the Karbon Software (together or individually, the “Services”). Your access and use of the Karbon AI also acknowledges Your acceptance of Karbon’s privacy policy located at https://karbonhq.com/privacy-policy/.

To the extent of any direct conflict between the terms of the Karbon AI Supplemental Terms and either of the Karbon Software Agreement or the Karbon privacy policy, with respect to Your access and use of the Karbon AI, the Karbon AI Supplemental Terms will take precedence over the directly conflicting terms in the Karbon Software Agreement or the Karbon privacy policy; the remaining terms of the Karbon Software Agreement or privacy policy that do not directly conflict with terms of the Karbon AI Supplemental Terms will remain in full force and effect as applied to Your access and use to the Karbon AI.

The Karbon AI Supplemental Terms are entered into between You, a subscriber to the Karbon Software (referred to either as “Subscriber” or “You” or “Your” as applicable) and Karbon. The terms You and Your also refer to the individual or legal entity subscriber, as applicable identified within and Your registration when You register for the Karbon AI. By registering for the Karbon AI, You agree to the terms of the agreement, including representing that (1) You have read, understand, and agree to be bound by the Karbon AI Supplemental Terms and Karbon Software Agreement, and (2) that You as an individual Subscriber or any individual representing You as the Subscriber in completing this registration for the Karbon AI (i) are of legal age to form a binding contract with Karbon on Your behalf as the Subscriber and (ii) has the authority to enter into the Agreement on behalf of the named Subscriber, and to bind that entity and business organization to the Agreement.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE KARBON AI.

II. General Karbon AI Use Terms and Conditions.

1. Term of your Karbon AI Use. Your right to use Karbon AI ends the earlier of

(a) the expiration or early termination of Your subscription to the Karbon Software or
(b) when You affirmatively decline to renew Your subscription to Karbon AI, the Karbon AI will be included with the Karbon Software in any automatic renewal of Your subscription to the Karbon Software.

2. Improving Karbon AI Through Feedback. “Feedback” means any ideas, suggestions, or comments that You or anyone on Your behalf provides to Karbon related to the Karbon AI. These Karbon AI Supplemental Terms seek Your reasonable feedback regarding Your use and experience with the Karbon AI, including but not limited to answering questionnaires and video conference interviews. Any feedback from You suggesting specific improvements to features or functionality of the Karbon AI is not required and is entirely optional. If You do provide Feedback, You waive any claim of rights in that Feedback and You grant to Karbon a worldwide, exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, create derivative works from, reproduce, distribute, display, publish, perform any Feedback and to make, have made, sell, offer to sell, and import any products or materials that include or incorporate any Feedback, including but not limited to the Services, and any other Karbon software, other service or any materials in connection with Karbon’s business.

3. Karbon AI Use and Reservation of Rights. The Karbon AI implements certain artificial intelligence available with the Microsoft Azure OpenAI service to intelligently auto-populate text-based business information and content in specified use cases (each a “Karbon AI Use Case”) within the Services.

(a) Subject at all times to Your compliance with the Agreement, Karbon grants You a non-exclusive, non-sublicensable, non-transferable, revocable, limited right during the existing Term of Your subscription to the Services and through Your Authorized Users to remotely access and use the Karbon AI only as authorized by Karbon, including through any Karbon-prescribed Karbon AI Use Case(s) and otherwise in connection with and solely for Your internal business purposes for using the Karbon Software. “Authorized User(s)” means any of Your employees or contractors who You authorize to use the Karbon AI on Your behalf under this Agreement, provided however, that You are responsible for the compliance by any of Your Authorized Users with this Agreement. You agree that Karbon and the suppliers of the components of the Karbon AI may monitor Your access and use the Karbon AI, and You will not interfere with such monitoring or in any way attempt to conceal Your activities under the Agreement. You also agree to Karbon collecting any data, usage statistics or other information (in the aggregate) regarding Your access and use of the Karbon AI as reasonable.
(b) Reservation of Rights. Subject to the limited rights expressly granted in the Agreement, as between You and Karbon, Karbon reserves all rights, title and interest in and to the Karbon AI and Feedback, including all related intellectual property rights. No rights are granted to You other than as expressly described in the Agreement. Karbon is not authorized to train the Karbon AI, with or without client/customer data. Open AI and Azure Open AI have represented that neither will use client/customer data to train the AI models.

4. Restrictions and Acceptable Use; Intellectual Property and Third Party Claims, Use Limitations and Conditions.

(a) You are prohibited in using or facilitating anyone else to use the Karbon AI to do any of the following:

(1) Provide medical advice or any content regarding the treatment, prevention, diagnosis or transmission of diseases;
(2) Provide legal or financial advice;
(3) Generate contracts or legally binding obligations;
(4) Generate political content including for dissemination in electoral campaigns;
(5) Generate source code;
(6) Generate spam, ransomware, keyloggers, viruses or other software;
(7) Generate sexually explicit, pornographic or shocking content including obscene gestures, bodily fluids or other profane subjects;
(8) Generate or disseminate information to be used for the administration of justice or other legal purposes;
(9) Implement fully-automated decision making.

You also agree not to upload content, create designs, or use Karbon, directly or indirectly, in any manner that:

(10) Is fraudulent or promotes fraudulent activity;
(11) Promotes or creates a risk of physical or mental harm, emotional distress, death, disability, or disfigurement to You, any other person, or any animals;
(12) Promotes or creates a risk of harm, loss, or damage to any property;
(13) Seeks to harm or exploit children;
(14) Is harassing, abusive, racially or ethnically offensive, defamatory, invades personal privacy or publicity rights or is libelous, or threatening;
(15) Discriminates, incites, or promotes discrimination against others based on race, religion, sex, sexual orientation, age, disability, ancestry, national origin, or any other basis;
(16) Involves the sale or promotion of illegal activities, products, or services;
(17) Violates the rights of any individual or third party, including their intellectual property and data privacy rights;
(18) Contains any information or content that you do not have a right to make available under any law or due to confidentiality, contractual, or fiduciary duties;
(19) Contains any information or disinformation that is false, deceptive, or misleading or otherwise promotes, endorses, encourages, or facilitates the spread of false information;
(20) Violates any applicable law or promotes activities that are illegal in nature;
(21) Attempts to, threatens to or otherwise undermines democratic processes or institutions.

You also are prohibited from using Karbon AI to do any of the following:

(22) To develop foundation models or other large scale AI models that compete with Karbon AI or the Generative AI that Karbon AI implements,
(23) Create without Karbon’s express written authorization or disclose to any third party the results of any benchmark tests or other evaluation of the Karbon AI availability, performance or functionality,
(24) Interfere, by-pass, or disable any features or functionality that is embedded or included with the Karbon AI, including any feature or functionality for reporting any data, usage statistics or other information regarding Your or Your Authorized Users’ or any other participant’s access and use of the Karbon AI
(25) Use the Karbon AI in a manner that decompiles, disassembles or reverse engineers any portion of the Karbon AI, including using the Karbon AI to discover any underlying components of the models, algorithms, and systems, such as exfiltrating the weights of models; or
(26) Use web scraping, web harvesting, or web data extraction methods to extract data from the Karbon AI or from Output Content ("Output Content") means any data or content output to You by the Karbon AI).

Your use of the Karbon AI must comply with the United States Export Administration Regulations and any other applicable United States or other export regulations and embargoes. You agree You are fully responsible for requiring compliance with the Agreement by Your Authorized Users.

III. Microsoft Azure OpenAI Specific Use Terms and Conditions for Karbon AI.

Microsoft Azure OpenAI Additional Acceptable Uses. Either Karbon or Microsoft as a AI supplier for the Karbon AI may limit Your access to or use of Output Content or the Karbon AI if either of Karbon or Microsoft has a reasonable basis to believe that the Output Content or Your use of the Karbon AI

(i) violates Microsoft’s Acceptable Use Policy for Online Services located at (URL);
(ii) is inconsistent with the Karbon AI Use Case(s); or
(iii) Your use of the Karbon AI is inconsistent with requirements in the product documentation for the Azure OpenAI Service, as updated from time to time.

You also agree to comply with Microsoft Online Service Terms Acceptable Use Policy, regardless of any overlap with the above-restrictions, specifically require the following:

“Microsoft Online Service Terms Acceptable Use Policy

Neither Customer, nor those that access an Online Service [i.e., the Karbon AI] through Customer, may use an Online Service:

• in a way prohibited by law, regulation, governmental order or decree;
• to violate the rights of others;
• to try to gain unauthorized access to or disrupt any service, device, data, account or network;
• to spam or distribute malware;
• to mine cryptocurrency without Microsoft’s prior written approval;
• in a way that could harm the Online Service or impair anyone else’s use of it;
• in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High-Risk Use section below; or
• to assist or encourage anyone to do any of the above.
• Violation of the Acceptable Use Policy in this section may result in suspension of the Online Service. If Microsoft suspends the Online Service, Microsoft will suspend only to the extent reasonably necessary. Unless Microsoft believes an immediate suspension is required, Microsoft will provide reasonable notice before suspending an Online Service for the reasons stated above.”

Intellectual Property Rights and Third Party Claims.

(i) Intellectual Property Rights. Neither Karbon nor Microsoft owns Your Output Content. You understand and acknowledge that the Karbon AI as a generative AI system may produce similar responses to similar prompts or queries from multiple subscribers and Authorized Users, and that Your rights in Output Content may not be enforceable against other users of the Karbon AI.
(ii) Third Party Claims. You are solely responsible for responding to any third-party claims regarding Your use of the Karbon AI in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to Output Content created during Your use of the Karbon AI).

Data Access and Use; Compliance with Microsoft Azure OpenAI Code of Conduct.

(i) Data. Except as provided below, as part of providing the Karbon AI (incorporating the Azure OpenAI service), Microsoft will process and store Your “Customer Data“ submitted to the Karbon AI, as well as Output Content, for purposes of monitoring for and preventing abusive or harmful uses or outputs of the Karbon AI. Authorized Microsoft employees may review data that has triggered its automated systems to investigate and verify potential abuse. Where Karbon deploys the Karbon AI in the Azure data centers located within the European Economic Area, the authorized Microsoft employees will be located in the European Economic Area. See the Azure OpenAI product documentation https://learn.microsoft.com/azure/cognitive-services/openAI/ for more information.
(ii) Limited exception. The foregoing terms for processing Your data will not apply if and to the extent Karbon is approved for and complies with all requirements to use the Azure OpenAI service with Modified Content Filtering and/or Abuse Monitoring.
(iii) Microsoft Azure OpenAI Service Code of Conduct. At all times while using the Karbon AI, You agree that You and all of Your Authorized Users will comply with Microsoft’s Code of Conduct for Azure OpenAI Service, a copy of which is located here: https://learn.microsoft.com/en-us/legal/cognitive-services/openAI/code-of-conduct.

IV. Confidentiality.

In the absence of any obligations of confidentiality and non-use of Confidential Information in the Karbon Software Agreement between You and Karbon, the following will apply.

(a) Information not generally available to the public that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") relating to the Karbon Properties (defined in the KARBON SOFTWARE AGREEMENT) including the Karbon AI and Your business as it relates to Your access to and use of the Karbon Properties including the Karbon AI that either is identified in writing as confidential or that would reasonably be understood to be confidential based on the nature of the information or the circumstances surrounding its disclosure, is “Confidential Information” of the Disclosing Party. Notwithstanding the foregoing, the Karbon AI and all information provided or disclosed to You relating to the Karbon AI, any Feedback You provide, and any performance, benchmarking or functionality information that Karbon authorizes in writing and that You extract from the Karbon AI is Karbon’s Confidential Information. However, Confidential Information excludes information that

(i) is generally available to the public through no breach of the confidentiality obligations by the Receiving Party,

(ii) is generally made available to the public by the Disclosing Party, or

(iii) was rightfully obtained by the Receiving Party from a third party who had the right to transfer or disclose it without limitation.

(b) The Receiving Party will use the same degree of care to protect Confidential Information of the Disclosing Party that it uses to protect its own proprietary and confidential information of like kind (but never less than reasonable care) and agrees not to use any Confidential Information of the Disclosing Party

(i) for any purpose outside the scope of participation in the Karbon AI experience, and

(ii) except as otherwise authorized by the Disclosing Party in writing. The Receiving Party also agrees to limit access to Confidential Information of the Disclosing Party only to those of its employees, contractors and agents who need such access consistent with participation in the Karbon AI experience pursuant to the Agreement and who have confidentiality obligations to the Receiving Party no less protective than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled to do so by law, provided the Receiving Party gives the Disclosing Party reasonable prior written notice of such compelled disclosure (to the extent legally permitted) and assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

V. No Warranty.

THE KARBON AI IS PROVIDED "AS-IS," EXCLUSIVE OF ANY WARRANTIES WHATSOEVER. KARBON DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED RELATED TO THE KARBON AI, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT. THE KARBON AI MAY CONTAIN BUGS OR ERRORS. ANY PRODUCTION USE OF THE KARBON AI DURING THE TERM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT KARBON AT ANY TIME IN ITS SOLE DISCRETION MAY DISCONTINUE OR NEVER GENERALLY RELEASE THE KARBON AI.

—End of Terms—