This is an Addendum to the Alpine IQ Services Agreement (this “Addendum”), between Alpine IQ Inc., a Delaware corporation (“Alpine IQ” or “Provider”), and the Subscriber that is agreeing to this Addendum (“Subscriber”). This Addendum shall be effective upon Subscriber’s agreement via click-through (“Addendum Effective Date”) and is an Addendum to and shall be governed by the Alpine IQ Services Agreement (located at https://help.aiq.com/en/articles/13978245-aiq-service-agreement) between Subscriber and Provider (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement. If there are any conflicts between the terms of this Addendum and any of the other related documents of the Services Agreement or other Documentation, the terms of this Addendum shall control, but solely with respect to the subject matter of this
Addendum. Notwithstanding anything to the contrary in the Agreement with respect to notice requirements for unilateral modifications to the Agreement by Alpine IQ, the parties hereby agree to mutually amend the Agreement as follows and acknowledge and agree that there is sufficient consideration with respect to the same:
1. Section 2.6 Third Party Integrations and Services.
Section 2.6 shall be deleted in its entirety and replaced as follows:
“2.6. Third Party Integrations and Services. From time to time, Alpine IQ, at its sole election, may offer third party services, data, platform, software, products, or plugins integrated with its Services (for example, in connection with AI Technology, payment processing, etc.). Such third parties shall collectively be defined as “Third Party Providers”. “AI Technology” means machine learning, large language models,
generative AI, agentic AI, and all other artificial intelligence technologies. Alpine IQ may add or discontinue usage of any such Third Party Provider tool at any time in its sole discretion, without notice to Subscriber. Alpine IQ is not responsible for any Third Party Provider’s services, products, acts, or omissions, and Subscriber hereby agrees that Alpine IQ shall not be liable, or otherwise responsible, for the accuracy, performance, reliability, availability or any other feature, failure or damage caused by any Third Party Provider. Each applicable Third Party Provider may require additional terms and conditions and Subscriber hereby agrees to comply with the same or shall not be entitled to use the applicable Third Party Provider tool. Subscriber agrees that if it is damaged or has any issue with the products or services of a Third Party Provider, it will contact the applicable Third Party Provider directly and will seek all remedies directly from such Third Party Provider.”
2. Section 2.7 AI Usage, Consent, and Restrictions.
Section 2.7 shall be added to the Agreement as follows:
“2.7. AI Usage, Consent, and Restrictions. Alpine IQ may, in its sole election, offer certain functionality which uses or incorporates AI Technology (typically from Third Party Providers), and Subscriber hereby consents to such AI usage. ALL AI TECHNOLOGY IS PROVIDED TO SUBSCRIBER “AS IS” AND “AS AVAILABLE.” ALPINE IQ MAKES NO WARRANTY WHATSOEVER, EITHER IMPLIED OR EXPRESS, REGARDING ANY AI TECHNOLOGY AND MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI TECHNOLOGY OR ANY AI-GENERATED OUTPUTS AND THE SAME SHALL NOT BE CONSTRUED AS LEGAL OR OTHER PROFESSIONAL ADVICE. SUBSCRIBER ACKNOWLEDGES THAT AI TECHNOLOGY IS KNOWN TO PRODUCE ERRONEOUS RESULTS AND AGREES TO INDEPENDENTLY VERIFY ALL OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE. Subscriber is solely responsible for the inputs of it and its Authorized Users and the actions it takes based on outputs. As between Subscriber and Alpine IQ, Subscriber shall retain all title and rights to and in its inputs. Subscriber hereby grants Alpine IQ an irrevocable, worldwide, perpetual, nonexclusive license to use Subscriber’s inputs for any lawful purpose, including but not limited to, Alpine IQ’s internal business purposes, improving the Services, and for training AI Technology.
As between Subscriber and Alpine IQ, to the extent permitted by applicable law and to the extent that Alpine IQ receives such ownership rights from the applicable Third Party Provider (if any), Subscriber shall own all title and rights to all output generated from its specific inputs, and hereby agrees to use the same in compliance with all applicable laws and the Agreement (including this Addendum). Notwithstanding the
foregoing, Subscriber acknowledges and agrees that due to the nature of machine learning and AI Technology, outputs may not be unique to Subscriber or across users, and the AI Technology may generate the same or similar output for Alpine IQ or a third party based on inputs from Alpine IQ or third parties. Further, Subscriber agrees that it does not hold any title or other ownership rights in or to: (a) any
generally-known industry concepts or information generally known to Alpine IQ without specific reliance on Subscriber’s inputs, including but not limited to: general campaign concepts, templates, workflows, or system configurations generated by the AI Technology or Alpine IQ; or (b) any Alpine IQ pre-existing intellectual property rights or those that it obtains in the future. Alpine IQ and its other subscribers remain
free to use, create, and implement generally-known industry concepts, similar campaigns, templates, and workflow. Subscriber hereby grants Alpine IQ an irrevocable, worldwide, perpetual, nonexclusive license to use Subscriber’s outputs for any lawful purpose, including but not limited to, Alpine IQ’s internal business
purposes, improving the Services, and for training AI Technology.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT OTHER SUBSCRIBERS OF ALPINE IQ (OR OTHER THIRD PARTIES) MAY PRODUCE AND USE SUBSTANTIALLY SIMILAR INPUTS OR OUTPUTS. SUBSCRIBER HEREBY AGREES AND ACKNOWLEDGES THAT IT SHALL NOT HAVE ANY CAUSE OF ACTION OR OTHER LEGAL OR EQUITABLE RECOURSE RELATED TO OUTPUTS, EITHER AGAINST ALPINE IQ, ITS OTHER SUBSCRIBERS, LICENSORS, OR OTHER THIRD PARTIES IN THE EVENT THAT AI TECHNOLOGY CREATES SIMILAR OR THE SAME OUTPUTS FOR
SUBSCRIBER AND ANY OTHER PARTY. SUBSCRIBER AGREES THAT IT SHALL NOT USE ANY AI TECHNOLOGY OR FUNCTIONALITY TO MAKE ANY DECISIONS WHICH ARE SEEN AS “HIGH-RISK” (OR SIMILARLY DESIGNATED TERMINOLOGY UNDER ANY APPLICABLE LAW), INCLUDING BUT NOT LIMITED TO, IN CONNECTION WITH: EMPLOYMENT, HEALTHCARE, HOUSING, CREDIT, OR LAW ENFORCEMENT-RELATED DECISIONS. Subscriber shall not use any AI Technology in connection with illegal activities, fraud, infringement or violation of any right of any third party, or in
connection with any model-training activities. The parties hereby agree to amend this Section 2.7 in order to comply with applicable laws and/or industry commercial practices as the legal and commercial landscape around AI Technology continues to evolve.”
3. Section 2.8 Beta Testing. Section
2.8 shall be added to the Agreement as follows:
“2.8. Beta Testing. Alpine IQ may choose, in its sole election, to make available certain beta features or services which, by their nature, are still in test phase and likely to have defects or issues. Alpine IQ reserves the right to charge for ay features which is provides at no charge with advanced written notice to Subscriber. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ANY
FEATURES OR SERVICES DESIGNATED BY ALPINE IQ AS “BETA” AND/OR PROVIDED AT NO CHARGE TO SUBSCRIBER SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE AT SUBSCRIBER’S SOLE RISK AND ALPINE IQ SHALL NOT HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH SUBSCRIBER’S USAGE OF THE SAME. THE BETA FEATURES OR SERVICES LICENSED HEREUNDER ARE LIKELY TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF BETA TESTING IS TO OBTAIN FEEDBACK ON PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. SUBSCRIBER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF SUCH BETA FEATURES OR SERVICES.
4. Section 11.2 Subscriber Special Indemnity.
Section 11.2 shall be deleted and replaced in its entirety as follows:
“Subscriber shall indemnify, defend, and hold harmless Alpine IQ from and against any and all third-party claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any Subscriber Data, including its inputs into AI Technology, breach or alleged breach by Subscriber of Section 4.1(Subscriber Restrictions), Section 8.1 (Responsibility For Messaging and Recording), or Section 10.1 (Privacy; Subscriber).”
5. Section 11.3 Alpine IQ Special Indemnity.
The penultimate sentence of Section 11.3 shall be deleted in its entirety and replaced as follows:
“Notwithstanding the foregoing, Alpine IQ will have no obligation under this Section 11.3 or otherwise with respect to any Infringement Claim based upon: (1) any use of the Services in a manner not in accordance
with this Agreement or the applicable Documentation; (2) any use of the Services in combination with products, equipment, or software not supplied by Alpine IQ if such infringement would have been avoided without the combination with such other products, equipment, or software; (3) any modification of the Services by any person other than Alpine IQ or its authorized agents or subcontractors; (4) any Services
provided on a no charge, beta, trial or evaluation basis; or (5) in connection with or as a result of Subscriber’s usage of any AI Technology.”
6. Section 11.5 Disclaimer and Limitation of Liability.
The second sentence of Section 11.5 shall be deleted in its entirety and replaced as follows:
“THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALPINE IQ WILL NOT BE LIABLE TO SUBSCRIBER FOR DAMAGES RESULTING FROM: ANY MISUSE OF THE SERVICES, ANY SUBSCRIBER DATA, ANY THIRD PARTY’S ACTS OR OMISSIONS OR RESULTING FROM THIRD PARTY PROVIDERS (INCLUDING CARRIERS), ANY USAGE OF OR RELIANCE ON AI TECHNOLOGY OR AI-GENERATED OUTPUTS, INCLUDING HALLUCINATIONS OR ERRORS IN CONNECTION THEREWITH, OR OTHERWISE OUTSIDE OF ALPINE IQ’S REASONABLE CONTROL, OR THE FAILURE OF THE HOSTED SERVICES. SUBSCRIBER HEREBY ACKNOWLEDGES THAT SOFTWARE IS NEVER WHOLLY FREE FROM DEFECTS, ERRORS, BUG, OR SECURITY VULNERABILITIES.”
7. Additional Terms.
a. Except as expressly modified by this Addendum, all other terms and conditions of the Services Agreement shall remain in full force and effect.
b. This Addendum shall be governed by and construed in accordance with the laws governing the Services Agreement.
c. Alpine IQ hereby agrees to be bound by the terms of this Addendum. This Addendum shall be agreed to by Subscriber via click-through, which shall be deemed as valid and binding and the person agreeing to the same hereby represents and warrants that it may legally bind the entity on behalf of which it is agreeing.