This Sage AI Services Addendum (this “Addendum”) supplements your Agreement with us for your use of the Services (the “Main Agreement”) and applies to you when you elect to purchase any Sage AI Service. Capitalized terms used, but not defined in this Addendum, have the meaning set forth in the Main Agreement.
1.1 Scope. As used in this Addendum, “Sage AI Services” means the products or services ordered by you under an Order Schedule or otherwise enabled within the Services that relate to our processing of Customer Data using artificial intelligence capabilities, machine learning tools, and other automated ways of using data to enhance the features and functionality of the Services. Examples of Sage AI Services include AP Bill Automation and Sage Copilot. The Sage AI Services constitute “Services” under the Main Agreement.
1.2 Input and Output. Your Users may enter Customer Data and other information into the Sage AI Services (“Input”) and may receive output from certain Sage AI Services based on that information (“Output”). You are solely responsible for the accuracy and quality of all Input. You are solely responsible for your use of Output and evaluating Output for accuracy, including by determining when to utilize human review to confirm Output’s accuracy. You acknowledge that Output may not be unique and other customers may receive similar content from the Sage AI Services.
1.3 Data Rights. Once you elect to use any Sage AI Services, you grant Sage and its subcontractors a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, and use the Customer Data and Input (i) to provide, administer, and ensure the proper operation of the Sage AI Services and related systems; and (ii) for product research, training, development, and innovation relating to the Sage AI Services that you elect to use. We grant you a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted in the Main Agreement) right to access and use Output for your internal business operations.
2.1 Type of Processing. The Sage AI Services and our use of Customer Data and Input pursuant to this Addendum require processing of Customer Data and Input (including personally identifiable information about individuals) as input into the Services. By using the Sage AI Services, you consent to the processing of Customer Data and Input in its original or unredacted form.
2.2 Location of Processing. The Sage AI Services may require the storing and processing of Customer Data and Input in multiple locations. By using the Sage AI Services, you consent to the storing and processing of Customer Data and Input in the United States, the United Kingdom, or the European Union.
In addition to your obligations under section 10.2 (Indemnification by You) of the Main Agreement and subject to section 10.3 (Indemnification Procedure) of the Main Agreement, you will defend us and our Affiliates, officers, directors, employees, and agents (at your expense) in any third-party claim alleging that your collection or use of Input or Output infringes the Intellectual Property Rights of a third party or violates applicable law. If a settlement is reached or there is an adverse judgment in any such claim, you shall pay the settlement costs or final judgement awarded by a court with respect to such claim.
4.1 Effect of Termination. If you terminate your use of the Sage AI Services pursuant to the Main Agreement but continue to use other Services, then your authorization under section 1.3 (Data Rights) of this Addendum shall remain in effect. Your authorization under section 1.3 of this Addendum will terminate when the Main Agreement is terminated in its entirety.
4.2 Relationship to Other Agreements. In the event of an express conflict between this Addendum and the Main Agreement, the terms of this Addendum prevail. Any agreement between the parties concerning the Health Insurance Portability and Accountability Act (HIPAA) does not apply to the Sage AI Services.
4.3 Data Security Obligations. For the avoidance of doubt, nothing in this Addendum relieves us from our obligations under the Main Agreement (or any data processing agreement between the parties that refers to the Main Agreement) to maintain the security, integrity, and confidentiality of Customer Data.