This AI Addendum (this “Addendum”) supplements and is incorporated into the SPRCHRGR Terms and Conditions of Service (the “Terms”) and applies to Customer’s and its Authorized Users’ access to and use of any AI Features. Capitalized terms used but not defined in this Addendum have the meanings given to them in the Terms.

This Addendum governs Artificial Intelligence (“AI”)-specific rights, restrictions, disclosures, acknowledgments, and use requirements. Except as expressly provided in this Addendum, the Terms and any applicable Order govern the Services, including all disclaimers, limitations of liability, indemnification obligations, remedies, and other risk allocations. In the event of any conflict between this Addendum and the Terms, this Addendum will control solely with respect to AI-specific rights, restrictions, disclosures, acknowledgments, and use requirements, and the Terms will control in all other respects. For the avoidance of doubt, nothing in this Addendum expands SPRCHRGR’s obligations or liability under the Terms.

1. Scope of AI Features

1.1 Availability and Functionality. SPRCHRGR may make AI Features available as part of, or in connection with, the Services. AI Features may include tools, workflows, functionality, or automated processes that use AI, machine learning, large language models, or similar technologies to support finance, accounting, and business operations workflows, including generating, summarizing, classifying, analyzing, drafting, extracting, or recommending insights from reports, financial and operational data, communications, prompts, queries, instructions, files, and other inputs.

1.2 Permitted Use; Authorized Users. Customer and its Authorized Users may use AI Features solely as part of Customer’s permitted use of the Services and in accordance with the Agreement, this Addendum, applicable documentation or instructions provided by SPRCHRGR, and applicable law. Customer shall be responsible for all access to and use of AI features by its Authorized Users and for ensuring that its Authorized Users comply with the Agreement and this Addendum, including any additional requirements and restrictions set forth herein.

2. Nature of AI Outputs

2.1 Probabilistic Nature; Limitations. Customer acknowledges that AI Outputs are generated through automated and probabilistic processes and may be based on incomplete, inaccurate, outdated, ambiguous, or imperfect information, assumptions, prompts, or source materials. AI Outputs may contain errors, omissions, inaccuracies, hallucinations, inconsistencies, bias, or unintended results, and may not reflect current, complete, accurate, or authoritative information.

2.2 Advisory Nature; No Guarantee. AI Outputs are provided to assist Customer and Authorized Users in connection with the Services. AI Outputs are not guaranteed to be accurate, complete, reliable, current, fit for any particular purpose, or suitable for any specific business, accounting, tax, legal, financial, operational, regulatory, compliance, employment, investment, or other professional use. AI Outputs are not a substitute for Customer’s independent review, analysis, professional judgment, or review by qualified personnel or advisors.

2.3 Non-Exclusivity of Outputs. AI Outputs may not be unique. The same or similar output may be generated for other customers or users, particularly where similar prompts, requests, workflows, templates, data patterns, or source materials are used. Customer does not receive any exclusive rights in AI Outputs except as expressly provided in the Agreement. Customer’s ownership of AI Outputs as between Customer and SPRCHRGR does not grant Customer any exclusive rights in any underlying ideas, concepts, formats, logic, functionality, or similar outputs independently generated for others, except to the extent expressly provided in the Agreement.

3. Human Review and Responsibility for Use

Customer’s and its Authorized Users’ use of AI Features and AI Outputs is subject to the following requirements and responsibilities:

3.1 Human Review. Customer and its Authorized Users are solely responsible for reviewing, evaluating, validating, and approving all AI Outputs before relying on, sharing, publishing, submitting, implementing, or otherwise using them. Customer will apply appropriate human judgment, independent analysis, and professional review in connection with its use of AI Features and AI Outputs. Customer will implement and maintain appropriate internal processes, controls, and oversight designed to ensure that AI Outputs are reviewed for accuracy, completeness, and suitability prior to use, and that any errors, omissions, or inconsistencies are identified and addressed before such AI Outputs are relied upon or communicated to any third party.

3.2 High-Risk Decisions. Customer acknowledges that certain uses of AI Features and AI Outputs require heightened scrutiny and human involvement. Such uses include situations where AI Outputs inform or are used to make decisions that may have legal, financial, compliance, or similarly significant effects, including concepts commonly referred to as “automated decision-making” or “decisions that have legal or similarly significant effects” under applicable law. By way of example, uses requiring heightened scrutiny and human involvement include the use of AI Outputs in connection with financial reporting, forecasting, budgeting, accounting determinations, compliance assessments, transaction-related analyses, or other business decisions that may materially affect Customer or third parties. Customer is solely responsible for all decisions, actions, omissions, communications, materials, records, submissions, filings, reports, transactions, workflows, business processes, and other uses made or taken in reliance on or with reference to the AI Features or any AI Outputs. Customer may not rely on AI Outputs as the sole basis for any such decision or action. Customer will ensure that any such decisions or actions are subject to appropriate human oversight, independent verification, and, where applicable, review by qualified personnel or advisors, and acknowledges that the AI Features and AI Output are not designed to independently make decisions that have legal or similarly significant effects without such review.

3.3 Downstream Use. Customer may not present, distribute, or rely on AI Outputs in reports, analyses, recommendations, or other materials provided to third parties without appropriate review, validation, and approval. Customer is solely responsible for ensuring that any such materials are accurate, appropriate, and compliant with applicable law and professional standards. Customer will not represent or imply that AI Outputs have been independently verified, endorsed, or approved by SPRCHRGR or any third party, and will ensure that any use of AI Outputs in external materials is accompanied by appropriate qualification, context, and human validation, including any disclosures required by applicable law and, where not prescribed, consistent with good industry practices.

3.4 Responsibility Allocation. Customer acknowledges that SPRCHRGR is not responsible for Customer’s or any Authorized User’s reliance on AI Outputs, failure to review or validate AI Outputs, modification of AI Outputs, or use of AI Outputs outside the intended context of the Services. Customer further acknowledges that AI Outputs are provided for informational and assistive purposes only and that all risk arising from the use, reliance on, or application of AI Outputs in Customer’s business operations or decision-making processes is borne solely by Customer to the maximum extent permitted by applicable law.

4. Inputs and User Responsibilities

4.1 Inputs; Responsibility. Customer and its Authorized Users are responsible for all prompts, queries, instructions, files, records, communications, content, data, and other information submitted to, uploaded to, made available through, or otherwise processed using AI Features (collectively, “Inputs”). Inputs constitute Customer Data under the Terms. Customer is responsible for determining whether particular Inputs are appropriate for use with AI Features, including whether such Inputs are suitable for processing by automated systems and consistent with Customer’s internal policies and applicable law. SPRCHRGR has no obligation to review Inputs for accuracy, legality, sensitivity, confidentiality, or appropriateness.

4.2 Rights and Compliance. Customer represents and warrants that it has all rights, permissions, consents, notices, and authority necessary to provide Inputs to SPRCHRGR and to permit SPRCHRGR, its service providers, and any applicable third-party providers to process such Inputs as contemplated by the Agreement and this Addendum. Customer is solely responsible for the accuracy, quality, legality, appropriateness, and completeness of Inputs and for ensuring that Inputs are collected, provided, and used in compliance with applicable law and any applicable contractual or confidentiality obligations.

4.3 Prohibited Inputs. Customer and Authorized Users may not submit, upload, transmit, or otherwise make available through the AI Features any Inputs that:

• 1. Customer or the Authorized User does not have the right or authority to submit, use, or permit processing of such Inputs;
  2. violate applicable law or promote or facilitate any activity that violates applicable law;
  3. are unlawful, defamatory, fraudulent, deceptive, misleading, or otherwise intended to misinform or disinform, including fake or misleading content, impersonation content, or spam;
  4. are sexually explicit, obscene, indecent, or pornographic, including non-consensual or deceptive digital replicas or manipulated content;
  5. include, describe, or promote exploitation, abuse, or harm to minors, including child sexual abuse material or content intended to impersonate a minor;
  6. include, describe, or promote harassment, discrimination, violence, terrorism, abuse, bullying, threats, intimidation, or hateful conduct;
  7. infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, publicity rights, confidentiality rights, contractual rights, or other rights of any third party, or that Customer knows or reasonably should know is likely to do so;
  8. violate the legal rights of any person, including rights of privacy or publicity, or could give rise to civil or criminal liability under applicable law;
  9. include Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), or any other regulated, sensitive, or restricted information that is not appropriate for the Services or is prohibited under the Agreement, unless expressly authorized in an applicable Order or other written agreement signed by SPRCHRGR;
  10. impersonate any person or misrepresent identity or affiliation, or give the false impression that such content is endorsed by SPRCHRGR or any third party;
  11. include malicious code, malware, viruses, credential-harvesting materials, or content intended to compromise, disrupt, or interfere with systems, services, data, accounts, or networks; or
  12. are intended to circumvent, bypass, test, or exploit any limitations, safeguards, or protections of AI Features, or to induce AI Features to generate outputs that would violate the Agreement, this Addendum, applicable law, or third-party rights.

5. Acceptable Uses of AI Features

5.1 Permitted Use. Customer and Authorized Users may access and use AI Features and AI Outputs solely as part of Customer’s permitted use of the Services and in accordance with the Agreement, this Addendum, applicable documentation, instructions, and policies provided by SPRCHRGR, and applicable law. Without limiting the foregoing, Customer and Authorized Users will use AI Features and AI Outputs only for lawful, authorized, internal business purposes, in a manner consistent with the intended functionality of the Services, and in compliance with all applicable contractual, legal, regulatory, and professional obligations. Customer is responsible for ensuring that all use of AI Features and AI Outputs by its Authorized Users complies with the Agreement and this Addendum.

5.2 Prohibited Uses. In addition to, and without limiting, any restrictions in the Terms or this Addendum, Customer and Authorized Users may not, directly or indirectly:

• 1. use AI Features or AI Outputs in violation of applicable laws, the Agreement, this Addendum, third-party rights, or applicable SPRCHRGR instructions or documentation;
  2. use AI Features or AI Outputs to create, facilitate, or support unlawful, fraudulent, deceptive, harmful, discriminatory, harassing, infringing, or abusive activity;
  3. use AI Features or AI Outputs to generate or facilitate malware, phishing, credential harvesting, unauthorized access, security exploits, spam, or other abusive, harmful, or deceptive content or activity;
  4. use AI Features or AI Outputs to make, or as a substantial factor in making, decisions that produce legal or similarly significant effects concerning an individual or group, including decisions relating to employment, credit, housing, insurance, education, healthcare, or access to essential services, without appropriate human review and additional safeguards required under applicable law;
  5. use AI Features or AI Outputs in a manner that constitutes unlawful discrimination;
  6. present, distribute, or rely on AI Outputs as legal, tax, accounting, financial, investment, medical, employment, regulatory, or other professional advice, or as a substitute for professional judgment, without appropriate review, validation, and approval by qualified personnel, and, where applicable, independent verification and compliance with applicable professional standards;
  7. use AI Features to create, modify, distribute, or use deceptive digital replicas, deepfakes, impersonations, or manipulated content in violation of applicable law, third-party rights, or required consent or disclosure obligations;
  8. use AI Features to create, process, generate, distribute, or facilitate child sexual abuse material, sexual exploitation, human trafficking, or other unlawful or abusive content involving minors;
  9. prompt, instruct, or attempt to cause AI Features to generate or process content or outputs in a manner that would violate this Addendum, the Agreement, applicable law, or third-party rights;
  10. represent, imply, or suggest that AI Outputs (or any reports, analyses, or deliverables incorporating AI Outputs) have been independently verified, approved, endorsed, or certified by SPRCHRGR, or were prepared or reviewed by SPRCHRGR, unless SPRCHRGR has expressly confirmed such verification, approval, or endorsement in writing. Without limiting the foregoing, Customer will not attribute AI Outputs to SPRCHRGR or use SPRCHRGR’s name, logo, or branding in a manner that suggests authorship or endorsement, and will ensure that any external materials incorporating AI Outputs are clearly identified as Customer-generated and, where applicable, AI-assisted, and have been subject to Customer’s independent review and approval;
  11. use AI Features or AI Outputs to provide services to third parties, operate a service bureau, resell or sublicense access, or develop competing products or services except as expressly permitted under the Agreement;
  12. use AI Features, AI Outputs, the Services, or SPRCHRGR Confidential Information to train, fine-tune, test, benchmark, evaluate, improve, or otherwise develop any AI, machine learning, large language model, or similar system not provided or expressly authorized by SPRCHRGR;
  13. reverse engineer, decompile, disassemble, extract, scrape, copy, reconstruct, discover, or attempt to identify any source code, model architecture, model weights, prompts, system instructions, algorithms, workflows, methods, techniques, training data, or other underlying components of AI Features;
  14. bypass, disable, manipulate, test, or interfere with any safety, security, access-control, usage-limit, monitoring, filtering, billing, or other protective measures associated with AI Features;
  15. use automated means to access, query, scrape, overload, or extract information from AI Features except as expressly authorized by SPRCHRGR;
  16. use AI Features or AI Outputs in violation of applicable export control, sanctions, or trade compliance laws;
  17. use AI Features or AI Outputs in a manner that discloses SPRCHRGR Confidential Information or third-party confidential information without authorization, or that is reasonably likely to result in such disclosure;
  18. access or use AI Features in a manner that exceeds reasonable usage parameters, degrades system performance, or interferes with other users of the Service;
  19. use AI Features or AI Outputs to attempt to avoid or circumvent fees, usage limits, or metering mechanisms; or
  20. use AI Features or AI Outputs in any manner that could reasonably be expected to create security, legal, compliance, operational, reputational, or other material risk to SPRCHRGR, the Services, any third-party provider, any customer, any user, or any other person.

6. Data Processing; Third-Party Providers

6.1 Data Processing for AI Features. Customer acknowledges that Inputs, AI Outputs, usage information, interaction history, Service Communications, prompts, queries, transcripts, files, Feedback, and other data or content submitted to, generated by, or associated with AI Features may be processed by SPRCHRGR and its service providers in order to provide, operate, support, secure, maintain, analyze, improve, and enhance the Services, including AI Features, in accordance with the Agreement. Such processing may include the use of automated systems, machine learning models, and related technologies to generate AI Outputs, improve system performance, and develop aggregated or de-identified insights, in each case in accordance with the Agreement and the license rights granted by Customer therein.

6.2 Use of Third-Party Providers. AI Features may incorporate, rely on, or interoperate with third-party systems, platforms, models, infrastructure, hosting providers, analytics tools, AI or machine learning services, large language model providers, and other third-party technology or service providers. Customer acknowledges that Inputs, AI Outputs, and related information will be transmitted to or processed by such third-party providers as reasonably necessary to provide, support, secure, maintain, or improve AI Features and the Services. Such third-party providers process data pursuant to their agreements with SPRCHRGR and their applicable terms and policies.

6.3 Customer Data and Derived Data. Inputs and related AI interactions constitute Customer Data as defined in the Terms. SPRCHRGR may process such Customer Data as reasonably necessary to provide, operate, support, and improve the Services, including AI Features, and may generate and use Derived Data, in each case as permitted under the Agreement. Nothing in this Addendum modifies or restricts SPRCHRGR’s rights with respect to Customer Data, Derived Data, or Feedback as set forth in the Agreement.

6.4 Third-Party Risk Allocation. SPRCHRGR may engage third-party providers in connection with providing the AI Features and will use commercially reasonable efforts to require that such providers process Customer Data only as necessary to support the Services. Customer acknowledges that such third-party systems and services are not under SPRCHRGR’s control and may be subject to errors, inaccuracies, outages, delays, security incidents, or other issues. To the maximum extent permitted by applicable law, SPRCHRGR disclaims all responsibility and liability for the performance, availability, accuracy, reliability, security, and functionality of such third-party systems or services. Customer acknowledges and agrees that its use of AI Features incorporating such third-party services is at Customer’s own risk.

7. Rights in AI Features and AI Outputs

7.1 Ownership of AI Features and Services. As between SPRCHRGR and Customer, SPRCHRGR retains all right, title, and interest in and to the AI Features, Services, Software, System, and all underlying models, algorithms, prompts, workflows, methods, templates, processes, automations, configurations, integrations, user interface techniques, generalized learnings, improvements, developments, and all Intellectual Property Rights therein.

7.2 Customer Rights in AI Outputs. Subject to the terms and conditions of the Agreement and this Addendum, as between SPRCHRGR and Customer, Customer owns AI Outputs generated specifically for Customer through Customer’s permitted use of the AI Features.

7.3 Restrictions on Use of AI Outputs. Customer agrees not to use AI Outputs in any manner (i) that violates the Agreement, this Addendum, applicable law, third-party rights, or any applicable SPRCHRGR instructions or documentation; or (ii) to create competing services or products, or to train or improve any AI or machine learning systems, except as expressly permitted under the Agreement.

7.4 No Transfer of Underlying Rights. Customer’s ownership of AI Outputs generated through Customer’s use of AI Features does not transfer to Customer any ownership interest in the AI Features, Services, Software, System, SPRCHRGR Confidential Information, SPRCHRGR methodologies, underlying models, algorithms, generalized learnings, or other SPRCHRGR materials; provided, however, that Customer may use any SPRCHRGR materials solely to the limited extent they are incorporated into AI Outputs and only as necessary to use such AI Outputs in accordance with the Agreement. All rights not expressly granted are reserved by SPRCHRGR.

7.5 Feedback. SPRCHRGR may use Feedback relating to AI Features or AI Outputs as provided in the Terms.

8. Third-Party Dependencies and Changes

AI Features may depend on third-party systems and services, including AI, machine learning, and large language model providers, that are outside SPRCHRGR’s control and may change, become unavailable, or impose additional requirements from time to time.

SPRCHRGR may modify, suspend, replace, limit, or discontinue any AI Feature, in whole or in part, at any time, including in response to changes in such third-party services or for operational, legal, compliance, security, or business reasons.

SPRCHRGR does not guarantee the continued availability or functionality of any AI Feature to the extent dependent on third-party services.

9. No Warranties; AI-Specific Disclaimers

9.1 Incorporation of Disclaimers. AI FEATURES ARE PROVIDED SUBJECT TO THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THE AGREEMENT AND ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT.

9.2 No Warranty of Performance or Results. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPRCHRGR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO AI FEATURES OR AI OUTPUTS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SPRCHRGR DOES NOT WARRANT THAT AI FEATURES OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, UNBIASED, UNINTERRUPTED, SECURE, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, OR THAT THEY WILL PRODUCE ANY PARTICULAR RESULT, SAVINGS, EFFICIENCY, RECOMMENDATION, ANALYSIS, CLASSIFICATION, SUMMARY, OR BUSINESS OUTCOME.

9.3 No Error Correction or Monitoring Obligation. WITHOUT LIMITING SECTION 9.2, SPRCHRGR HAS NO OBLIGATION TO REVIEW, MONITOR, SCREEN, FILTER, VERIFY, OR VALIDATE ANY INPUTS OR AI OUTPUTS FOR ACCURACY, COMPLETENESS, LEGALITY, SECURITY, OR APPROPRIATENESS, AND DOES NOT WARRANT THAT ANY ERRORS, OMISSIONS, INACCURACIES, BIAS, OR UNINTENDED RESULTS WILL BE PREVENTED, DETECTED, OR CORRECTED.

9.4 Assumption of Risk. Customer assumes all risk arising from or relating to its and its Authorized Users’ access to and use of AI Features and AI Outputs, including any review, validation, reliance, modification, distribution, publication, or other use of AI Outputs, and any decisions, actions, or omissions taken in connection therewith.

10. Limitation of Liability

10.1 AI-Related Limitations of Liability. Subject to the Agreement (including the limitations of liability and exclusions of damages) and to the maximum extent permitted by applicable law, SPRCHRGR will not be liable for any losses, damages, liabilities, costs, or expenses, or any decisions, actions, omissions, or business outcomes arising out of or relating to: (a) Customer’s or any Authorized User’s Inputs; (b) Customer’s or any Authorized User’s use of, reliance on, modification of, publication of, distribution of, or failure to review or validate AI Outputs; (c) any inaccuracies, errors, omissions, hallucinations, bias, unintended results, or lack of suitability in AI Outputs; (d) Customer’s or any Authorized User’s use of AI Features or AI Outputs in violation of the Agreement, this Addendum, applicable law, third-party rights, or applicable SPRCHRGR instructions or documentation; (e) any decisions, actions, or omissions based on AI Outputs, including financial, accounting, tax, legal, employment, operational, regulatory, compliance, investment, transaction, or other business decisions; and (f) any third-party AI service, model, system, platform, infrastructure, or provider used in connection with the AI Features, in each case except to the limited extent such liability cannot be excluded under applicable law (in which case such liability remains subject to the limitations of liability set forth in the Agreement).

10.2 Allocation of Responsibility. The parties acknowledge and agree that the disclaimers, limitations, and allocations or responsibilities and liabilities in this Addendum and the Agreement are material terms and reflect a reasonable allocation of risk for AI Features and AI Outputs.

11. Suspension, Restriction, and Monitoring

11.1 Suspension and Restriction of Access. SPRCHRGR may at any time and in its reasonable discretion, suspend, restrict, disable, limit, or condition Customer’s or any Authorized User’s access to AI Features, in whole or in part, if SPRCHRGR reasonably determines that such access or use: (a) violates or is reasonably likely to violate the Agreement, this Addendum, applicable law, third-party rights, or applicable SPRCHRGR instructions or documentation; (b) poses or is reasonably likely to pose a security, legal, compliance, operational, reputational, or other material risk to SPRCHRGR, the Services, any third-party provider, Customer, any user, or any other person; (c) adversely affects or is reasonably likely to adversely affect the Services, AI Features, systems, data, or other customers or users; or (d) is required or appropriate to comply with applicable law, regulatory guidance, third-party provider requirements, or for risk mitigation purposes.

11.2 Monitoring and Enforcement. SPRCHRGR may monitor, log, and analyze use of AI Features for purposes of operating, supporting, securing, improving, and enforcing the Services, the Agreement and this Addendum, including to detect abuse, misuse, security issues, technical issues, or suspected violations. SPRCHRGR may take any actions it deems reasonably appropriate based on such monitoring. SPRCHRGR has no obligation to monitor any use of AI Features or to review Inputs or AI Outputs, and disclaims any duty to do so, including for accuracy, legality, appropriateness, or compliance. SPRCHRGR reserves the right to disclose information relating to Customer’s or any Authorized User’s use of AI Features to the extent required to comply with applicable law, legal process, or governmental request, or to protect the rights, property, or safety of SPRCHRGR, its customers, users, or any third party.

11.3 Effect of Violations. Any violation of this Addendum by Customer or an Authorized User constitutes a material breach of the Agreement. Without limiting any other rights or remedies available under the Agreement or applicable law, SPRCHRGR may suspend, restrict, or terminate Customer’s or any Authorized User’s access to AI Features (in whole or in part), require remediation, and pursue any other remedies available at law or in equity.

12. Changes to AI Features and this Addendum

12.1 Changes to AI Features. SPRCHRGR may modify, update, enhance, suspend, discontinue, replace, or impose limits on AI Features from time to time, including to improve performance, address technical or security issues, comply with applicable law or third-party provider requirements, manage operational risk, or reflect changes in SPRCHRGR’s Services or business needs.

12.2 Changes to this Addendum. SPRCHRGR may modify this Addendum from time to time in accordance with the modification provisions of the Terms; provided that any such modification will be effective only with respect to Orders entered into after the effective date of such modification, unless Customer otherwise agrees in writing.

13. Customer and User Acknowledgment

By accessing or using AI Features, Customer and each Authorized User represents, acknowledges, and agrees that:

• 1. AI Outputs are generated through automated and probabilistic processes and may be inaccurate, incomplete, outdated, misleading, biased, non-unique, or unsuitable for the intended use;
  2. AI Outputs are provided for informational and assistive purposes only and do not constitute legal, tax, accounting, financial, investment, regulatory, compliance, or other professional advice, and are not a substitute for independent review, analysis, judgment, or review by qualified personnel or advisors;
  3. Customer and Authorized Users are solely responsible for reviewing, evaluating, validating, and approving AI Outputs prior to any reliance on, sharing of, publication of, submission of, implementation of, or other use of such AI Outputs, and will apply appropriate human judgment, independent analysis, and, where applicable, professional review in connection with any such use;
  4. Customer is solely responsible for all Inputs and for ensuring that all Inputs are lawful, authorized, accurate, appropriate, and permitted under the Agreement, and that Customer has all necessary rights, permissions, and consents to provide such Inputs for processing in connection with AI Features;
  5. Customer is solely responsible for all downstream use of AI Outputs, including any use, disclosure, distribution, publication, submission, reliance on, or incorporation of AI Outputs in reports, analyses, recommendations, communications, filings, deliverables, or other materials provided to any third party, and for ensuring that any such use complies with applicable law, contractual obligations, and professional standards;
  6. Inputs, AI Outputs, prompts, queries, interactions, Service Communications, and related information may be processed by SPRCHRGR and its service providers, including third-party AI and machine learning providers, as described in the Agreement and this Addendum;
  7. SPRCHRGR may generate and use Derived Data and use Feedback relating to the AI Features, Inputs, and AI Outputs in accordance with the Agreement, including to operate, maintain, improve, and enhance the Services;
  8. AI Features may rely on third-party systems and services that are not controlled by SPRCHRGR and may be subject to errors, inaccuracies, outages, delays, or other issues outside of SPRCHRGR’s control;
  9. Customer and Authorized Users will not represent or imply that AI Outputs have been independently verified, endorsed, or approved by SPRCHRGR unless expressly confirmed by SPRCHRGR in writing, and will ensure that any external use of AI Outputs is appropriately qualified, contextualized, and, where applicable, accompanied by disclosures consistent with applicable law and good industry practice;
  10. Customer is responsible for implementing and maintaining appropriate internal policies, procedures, and controls governing its use of AI Features and AI Outputs, including controls designed to ensure appropriate human oversight, validation, and compliance with applicable law and professional obligations;
  11. use of AI Features and AI Outputs must comply with the Agreement, this Addendum, and any applicable SPRCHRGR instructions, documentation, policies, or restrictions, as may be updated from time to time; and
  12. to the maximum extent permitted by applicable law, Customer assumes all risks associated with its and its Authorized User’s use of AI Features and AI Outputs, including any decisions, actions, or omissions taken in reliance thereon.
      

14. Miscellaneous

Except as expressly modified by this Addendum, the Agreement remains in full force and effect. If any provision of this Addendum is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and such invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law or, if necessary, reformed to be valid, legal, and enforceable while preserving the parties’ original intent to the greatest extent possible.