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Additional terms for AI Features

SCHEDULE 3

The Customer understands and acknowledges that the AI Features are not mandatory or integrated by default, the Cresset Services and Software may be used without enabling the AI Features. If the Customer elects to use the AI Features then the following terms and conditions will apply.

These AI terms and conditions (“AI Terms“) are hereby entered by and between the Customer and Cresset and govern the use of the large language models (LLMs) or other machine learning, artificial intelligence or generative AI-based chemistry features, assistants and co-pilots which may be made available through the Services (“AI Features“). The AI Terms form an integral part of the agreement for services entered into by Customer and Cresset (“Agreement“), defined terms used however not defined herein, shall have meaning as defined in the Agreement.

1. Acceptance of the AI Terms

THESE AI TERMS, TOGETHER WITH THE AGREEMENT AND ANY ADDITIONAL POLICIES, SET FORTH AND SETTLE THE TERMS ACCORDING TO WHICH THE CUSTOMER MAY USE THE AI FEATURES. BY USING THE AI FEATURES, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE AI TERMS.

2. License

Cresset hereby grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Features. The use of the AI Features is subject to the Customer’s compliance with any and all applicable laws and these AI Terms.

3. Content

The output insights generated and returned by the AI Features (“Output”) are based on the metadata processed on and through the Cresset Software (“Input”), the Input and Output shall collectively be referred herein as “Content”. The Customer is solely responsible for ensuring that the Content complies with applicable laws and these AI Terms. As between the Parties and to the extent permitted under applicable laws, the Customer is the owner of the Input and is hereby granted a perpetual right and license to reproduce, copy, distribute, publicly display and prepare derivative works of the Output. The Content may be used for any legal and lawful purpose, including commercial purposes and publication, at Customer’s own risk. Prior to publication, it is recommended to add a disclosure that the Output was generated by AI tools. Due to the nature of machine learning, Output may not be unique, and the AI Feature may generate the same or similar output for other users. As between the Customer and Cresset, Cresset retains all ownership in and to the AI Features, including but not limited to all algorithms or models and aggregated results of developing the AI Features.

4. No Personal Data, No Training

4.1 The AI Features do not process or store any personal data or sensitive data of Customers or Users. User interactions with the AI Features are stored locally within the Customer’s own environment (for example, within their Flare session history) and are not transmitted to Cresset servers. We do not collect or store names, emails, or other personal information.
4.2 The AI Features do not train or learn from Customer’s data. Cresset ensures that Inputs are not used for training or fine-tuning AI models, maintaining confidentiality and compliance with data protection regulations.

5. Accuracy and Infringement

5.1 Cresset does not guarantee the accuracy of any Output generated by the AI Feature. Given the probabilistic nature of machine learning, and AI, use of our AI Features may in some situations result in incorrect Output that does not accurately reflect the action generated. The Customer shall evaluate the accuracy of any Output and shall not rely on Cresset to do so. In particular, for models generating or predicting molecular structures, properties or biological activities, the Customer acknowledges that such Outputs are hypothetical and intended for research use only.

5.2 Due to the nature of the AI Features, Cresset does not represent or warrant that (a) any Output or AI Features do not incorporate or reflect third-party content or materials or (b) any Output or AI Features will not infringe third-party intellectual property rights. Notwithstanding anything to the contrary in the Agreement, (c) Cresset shall not be required to defend, hold harmless or indemnify the Customer or any related party against any claims of intellectual property infringement or misappropriation by Outputs or AI Features, including any third party intellectual property Infringement claims, and (d) Cresset shall not be liable if any Output or AI Features infringe or misappropriate any third-party intellectual property rights.

6. Acceptable Use Policy “AUP”

6.1 The Customer hereby represent and warrant that it will not, nor will it authorise anyone on its behalf, including an authorised User, to:

  1. mislead anyone that the Content is human-generated;
  2. use the AI Features to generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses personal data, contains malware, unsolicited bulk content, ransomware, viruses, or other software;
  3. use the AI Features for activities which have high risk of economic harm; to provide health advice, political campaigning or lobbying;
  4. use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws;
  5. use the AI Features in a way that infringes, misappropriates or violates any third party rights;
  6. reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Features (except to the extent such restrictions are contrary to applicable law);
  7. disable, evade, disrupt, or interfere with any content filters, restrictions or other safety systems that enable or are part of the AI Features, including any third-party content filters, restrictions or safety systems;
  8. use the AI Features to develop foundation models or other large-scale models that compete with Cresset; and
  9. use any method to extract data from the AI Features, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API.

7. Disclaimer

CRESSET DEVELOPS AND DEPLOYS AI FEATURES IN ACCORDANCE WITH ITS RESPONSIBLE AI STANDARD OPERATING PROCEDURE (SOP) AND APPLICABLE REGULATORY GUIDANCE.
IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE AGREEMENT, THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CRESSET AND THE APPLICABLE THIRD-PARTY PROVIDER, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, 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.