G2 Artificial Intelligence Terms and Conditions
If You and G2 have entered into a Master Service Agreement, or similar agreement for G2's Services ("Agreement"), the AI Terms are incorporated into such Agreement and "You" will have the same meaning as "Client." Any capitalized term used herein not otherwise defined has the meaning set forth in the Agreement available at https://www.g2.com/legal/master-service-agreement.
You wish to purchase, access or use a Chatbot as an added feature on Your G2 profile page or website. Subject to the AI Terms, the Chatbot serves as a virtual assistant, engaging with third parties, including potential customers (collectively, “Users”), to promote Your software product/service, to answer questions asked by Users, or serve other available functions for Users visiting Your G2 profile page or website. The Chatbot is a product built by G2 using OpenAI’s API with custom embeddings created by G2 that will be trained on certain textual data provided to G2 by You, including sales enablement data (e.g., Gong call transcripts, training decks, other text information) (“Your Data”).
- Use of Chatbots. During the Term, G2 grants to You a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use Chatbots during and solely in accordance with the AI Terms and the terms of any applicable Service Order(s). You will comply with the AI Terms and all applicable laws and regulations when using Chatbots. As between G2 and You, G2 owns all rights, title, and interest in and to Chatbots.
- Third Party Providers. Chatbots are provided, in part, by third party providers. Currently, G2 is using AI technology developed and provided by OpenAI, L.L.C. (“OpenAI”) to power Chatbots. You acknowledge and understand that all Users are subject to OpenAI Terms & Policies available at https://openai.com/policies (or replacement URL) (“OpenAI’s Terms”).
- Your Data. You will provide Your Data to G2 in text format only. As between G2 and You (i) You own all rights, title, and interest in and to Your Data, and (ii) You grant G2 a non-exclusive, perpetual, worldwide, transferable, and irrevocable license to use and incorporate any Input and Output derived, in part, from Your Data into G2’s services. G2 may use Your Data to provide, maintain, train, and improve Chatbots, comply with applicable law, and enforce its policies and terms. You are responsible for Your Data, including ensuring that it does not violate any applicable law or the AI Terms. You agree that G2 shall have no confidentiality obligations with respect to any Input and information you provide to G2, including Your Data.
- G2 Data. As between You and G2 (i) You grant G2 ownership in all rights, title, and interest in and to Input and Output, and (ii) only to the extent permitted and solely in accordance with the AI Terms, G2 grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use Input and Output.
- Accuracy. Chatbots are designed to generate text responses (“Output”) based on a User’s text inputs or prompts (“Input”). G2 does not guarantee accuracy of any Output generated by Chatbots. Given the probabilistic nature of machine learning and AI, use of Chatbots may result in an erroneous or nonsensical Output, and as such, You should not assume or rely upon the accuracy of any Output. The Output generated may not be unique, and Chatbots may generate the same or similar Output for others.
- Acceptable Use. You hereby represent and warrant that You will not, nor will You allow, instruct, authorize or induce anyone or anything to (a) be misled that Output is human-generated; (b) include in Your Data or Input any personally identifiable information or “Biometric information” as defined in the Illinois Biometric Information Privacy Act; (c) include in Your Data or Input any content that infringes, misappropriates, or violates any third-party rights; (d) include in Your Data, or use Chatbots to generate, any content that (i) expresses or promotes hate, harassment, or violence, (ii) includes information that is illegal, sexual, political, harmful, false, fraudulent, deceiving or misleading, (iii) misuses data, (iv) contains malware, unsolicited bulk content, ransomware, viruses, or other software, or (v) exploits or harms children, or encourages self-harm; (e) use Chatbots for activities which have high risk of economic or physical harm, offer financial, legal, or medical advice, or relate to adult content, adult industries, political campaigning or lobbying, or high-risk government decision making; (f) reverse assemble, reverse compile, decompile, translate, otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of Chatbots (except to the extent such restrictions are contrary to applicable law); (g) use Chatbots to develop foundation models or other large scale models that compete with G2 or OpenAI; (h) use any method to extract data from Chatbots, including scraping, harvesting, or web data extraction methods; (i) use Chatbots in any jurisdiction except those identified at https://platform.openai.com/docs/supported-countries (or replacement URL); or (j) sell or share any Input provided to or Output provided by Chatbots.
- Term. The AI Terms are effective as of the earlier of (i) Your access or use of a Chatbot (ii) Your online assent to these AI Terms, or (iii) the Term Start Date of the Service Order under which You purchase a Chatbot (“Effective Date”) and remain in effect so long as You use a Chatbot (“Term”). Use of and access to Chatbots is contingent upon You making timely payment pursuant to any then-current Service Order(s), if applicable, and complying with all applicable terms, laws and regulations.
- Modification. G2 may, in its sole discretion, change, limit, suspend, or terminate Your right to use or access Chatbots.
- Termination. G2 may terminate the AI Terms at any time. If G2 terminates in the absence of any breach by You, G2 will refund You any prepaid fees for the remainder of the then-current Service Order term. If G2 materially breaches the AI Terms, Client must notify G2 in writing of such breach and may terminate the AI Terms after 60 days if such breach remains uncured at the expiration of such period.
- Feedback. Please provide Your feedback regarding Chatbots (“Feedback”) to firstname.lastname@example.org. You grant G2 a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into Chatbots or otherwise use any Feedback received from Client to improve G2 products or services. You irrevocably waive any moral rights in such Feedback pursuant to applicable law. G2 acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.
- Indemnification. You will defend, indemnify, and hold harmless G2 and its directors, officers, employees, contractors, and agents from and against any third-party claims, losses, fees, attorney’s fees, fines, costs, liens, judgments, or expenses arising from or relating to Your Data, Input, Output or use of Chatbots, your breach of the AI Terms or violation of applicable law.
- NO LIABILITY. G2 HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY INPUT, OUTPUT, YOUR DATA, OR THE AI TERMS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE G2’S AGGREGATE LIABILITY WITH RESPECT TO THE AI TERMS WILL NOT EXCEED $500.00. G2 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER LOSSES, EVEN IF G2 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE FULLY LIABLE TO G2 AND ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE AI TERMS AND ANY BREACH BY YOU OF THE AI TERMS.
- WARRANTIES. G2’S SERVICES, CHATBOTS AND ANY INPUT AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. G2 DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, QUALITY, OR INTEROPERABILITY. G2 WILL NOT BE LIABLE FOR ANY OF YOUR DATA, INPUT, OUTPUT, ACTIONS, OR INACTIONS OR DECISIONS THAT YOU MAY TAKE OR OMIT TO TAKE BASED ON CHATBOTS, INPUT OR OUTPUT.
- Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Severability. If any provision of the AI Terms or applicable Service Order is found to be invalid or unenforceable, such finding will be limited to the minimum extent necessary, that provision will be modified so as to accomplish the objectives of the original provision and the remaining provisions will remain in effect.
- Assignment. Either party may assign the AI Terms and applicable Service Order(s) in connection with a merger, reorganization, acquisition, sale of voting securities, transfer of a majority of its assets to which the AI Terms relates, or other similar transaction or series of transactions, so long as the transferee expressly assumes all obligations of the assigning party under the AI Terms or Service Order. Otherwise, neither party may assign the AI Terms or applicable Service Order(s) without the prior written consent of the other party, which will not be unreasonably withheld, and You may not assign the AI Terms or Service Order to any of G2’s direct competitors without G2’s prior written consent. Any non-permitted assignment is void.
- Choice of Law and Venue. The AI Terms, and any disputes arising out of or related hereto, will be governed by the laws of the State of Illinois, without regard to its conflict of laws rules. Except for disputes related to fees (“Excepted Claims”), the AI Terms, and any dispute arising out of or related hereto, will be decided through binding arbitration conducted by one neutral from JAMS Chicago and under JAMS Arbitration Rules & Procedures, with the arbitrator chosen by mutual agreement of the parties, or if no such agreement is reached within 21 days of receipt of the demand for arbitration, appointed by JAMS Chicago. The award rendered by the arbitrator will be final and binding on the parties, and judgment may be entered by any court of competent jurisdiction. r at its sole discretion may elect to litigate or arbitrate any Excepted Claims relating to or arising out of the AI Terms. The parties agree that the state and federal courts located in Chicago, Illinois shall have exclusive jurisdiction to to adjudicate any dispute arising out the Excluded Claims and each party consents to the exclusive jurisdiction of such courts.
- Waiver. A party’s failure to act with respect to any right or obligation under the AI Terms will not be construed as a waiver of that right or obligation.
- Entire Agreement. The AI Terms, which include any existing and then-current Service Order(s) between You and G2 and any other agreements referenced by the Service Order or these AI Terms, constitute the entire agreement between You and G2 for Chatbots and supersede all prior and contemporaneous agreements and understandings, and any agreements, both written and oral, relating to Chatbots, and any other agreements between You and G2. The AI Terms and Service Order(s) may be executed electronically and delivered in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The terms of any purchase order, acknowledgement or other business form that You may use will not affect or modify the AI Terms, any Service Order(s), or any rights, duties or obligations of the parties hereunder. In the event of a conflict between the AI Terms and any other contract between You and G2, the conflict will be resolved in favor of the AI Terms to the extent the conflicting terms are related to Chatbots.
- Survivability. Sections 1 through 8 and 10 through 14 of the AI Terms and the Payment Terms, as set forth in any existing and then-current Service Order between You and G2, will survive expiration or termination of these AI Terms or any Service Order into which the AI Terms are incorporated.