AI Terms of Use Addendum

CENTRALREACH AI TERMS OF USE ADDENDUM

These AI terms of use (“AI Terms“) govern the use of CentralReach software products and features powered by artificial intelligence (“AI”) (“AI Feature”), and are incorporated by reference into and form an integral part of the Service Agreement (as defined in the CentralReach Terms of Service) between CentralReach and the customer using the AI Feature (“Customer”). Customer agrees that CentralReach retains the right to modify these terms from time to time without notice to Customer. Any terms used but not defined herein shall have meaning assigned to them in the Service Agreement with Customer.

BY ACCESSING OR USING THE AI FEATURE CUSTOMER HEREBY AGREES THAT USE OF THE AI FEATURE IS BOUND BY THE TERMS OF THE SERVICE AGREEMENT AND THESE AI TERMS. IF CUSTOMER DOES NOT AGREE TO THESE AI TERMS, CUSTOMER MAY NOT USE THE AI FEATURE. CUSTOMER HEREBY AGREES THAT THESE AI TERMS ARE ENFORCEABLE TO THE SAME EXTENT AS IF SET FORTH IN A SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES.

Use of the AI Feature: CentralReach hereby grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right and license to use the AI Feature during the applicable period set forth in the order form or other subscription document between Customer and CentralReach, and solely for the intended purpose of the AI Feature. The use of the AI Feature is subject to Customer’s compliance with any and all applicable laws and these AI Terms.
Third Party Provider: The AI Feature includes technology provided by a third-party provider. Accordingly, Customer also agrees to be bound by the terms of use of such third-party provider.
Content: The outputs generated and returned by the AI Feature (“Output”) are based on the data provided by Customer processed on and through the CentralReach platform (“Input”). Customer retains all right, title, and interest (including all intellectual property rights) in and to any Input or Output (the Input and Output shall collectively be referred herein as “Content”), provided that (i) Customer’s ownership of Output is limited to data elements constituting the Input entered by Customer, and any design, layout, content or other features of the Output developed or included by CentralReach shall be owned by CentralReach and are licensed for use to Customer for its own internal business purposes and not for commercial exploitation, and (ii) Customer grants CentralReach a worldwide, perpetual license to access, use, process, copy, distribute, perform, export, and display, Input and Output for CentralReach’s internal purposes of improving the AI Feature or other AI products or services of CentralReach, and for purposes of aggregation and de-identified data usages pursuant to Section 3d of the CentralReach Terms of Service. Customer is solely responsible for ensuring that the Input it provides through the AI Feature complies with applicable laws, these AI Terms, and the Service Agreement (including, without limitation, the acceptable use limitations set forth in Section 3b of the CentralReach Terms of Service). Customer shall not provide personally identifiable information concerning an individual as an Input, unless it has first obtained the express consent of such individual. Customer agrees that it will not represent that Output from the AI feature was human-generated.
Accuracy: The AI Feature utilizes technology provided by a third party provider, and accordingly CentralReach does not guarantee accuracy of any Output generated by the AI Feature. Given the probabilistic nature of machine learning and AI, use of the AI Feature may in some situations result in incorrect Output. Due to the nature of machine learning, Output may not be unique across users and the AI Feature may generate the same or similar output for third parties. The Customer shall evaluate the accuracy of any Output and shall not rely on CentralReach to do so. Customer agrees that any Output of the AI Feature in the nature of a suggestion or recommendation is merely a suggestion or recommendation to be taken under advisement by Customer, and must be independently reviewed, verified and decided upon by Customer. In particular, Customer acknowledges and agrees that neither CentralReach or any of its employees, nor the AI Feature, shall be responsible for making any medical or therapeutic recommendations to Customer or its staff, and any medical or therapeutic decisions or actions are the sole responsibility of Customer. Customer’s use of Input and Output for any commercial purposes is at Customer’s sole risk.
Disclaimers: IN ADDITION TO ALL DISCLAIMERS AND LIMITATIONS INCLUDED IN THE SERVICE AGREEMENT, THE AI FEATURE IS PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS (AND WITHOUT REGARD TO ANY SERVICE LEVEL AGREEMENTS). NEITHER CENTRALREACH NOR THE APPLICABLE THIRD-PARTY PROVIDER, MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURE, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE. CENTRALREACH WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM CUSTOMER’s USE OF THE CONTENT OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT. NEITHER CENTRALREACH NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNATIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF CENTRALREACH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIMITATIONS OF LIABILITY UNDER THESE TERMS SHALL BE GOVERNED BY THE SERVICE AGREEMENT BETWEEN CENTRALREACH AND CUSTOMER. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
Feedback: Customer may provide any feedback regarding the AI Feature (“Feedback”). The Feedback may include Feedback on the performance of the AI Feature, positive or negative, suggestions for additional features or enhancements, any bugs encountered during the use of the AI Feature, or any suggestions for improvement of the AI Feature. Any Feedback provided grants CentralReach a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to use or incorporate such Feedback into the AI Feature or any other products or services offered by CentralReach for any commercial or other purpose determined by CentralReach. Customer irrevocably waives any moral rights in such Feedback pursuant to applicable copyright law. CentralReach acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind and no liability to Customer.