Common use of Artificial Intelligence Clause in Contracts

Artificial Intelligence. (a) Seller or Seller Parent, with respect to the Purchased Assets, has established and maintains and enforces policies and procedures governing the incorporation of Artificial Intelligence (including Automated Decision-Making Technology) by Seller’s employees, agents and contractors in the Seller’s Products, including policies, procedures, and protocols designed to ensure the ongoing ethical, transparent, and responsible design, development, and deployment of Artificial Intelligence as required under Applicable Law. (b) Seller and its respective officers, directors, employees and to Seller’s Knowledge its agents, processors, and contractors acting on Seller’s behalf or at Seller’s direction are, and have been, in compliance in all material respects with both Applicable Law and its own or Seller Parent’s policies and procedures, relating to or regulating the use by Seller of Artificial Intelligence (including Automated Decision-Making Technology). (c) To Seller’s Knowledge, Seller has not been, and is not currently, subject to any written notification, claim, demand, audit or action investigating or alleging that Seller has violated any Applicable Law in connection with Seller’s use of Artificial Intelligence (including Automated Decision-Making Technology). (d) Seller owns, or has a license to, all Intellectual Property Rights in and to the Artificial Intelligence (including Automated Decision-Making Technology) developed by Seller, including any improvements or customizations to the Artificial Intelligence made by Seller. Except as set forth in the Contracts under which Seller utilizes third party Artificial Intelligence or Automated Decision-Making Technology and except as provided in Applicable Laws, Seller has no restrictions on Seller’s Exploitation or commercialization of the Artificial Intelligence or Automated Decision-Making Technology. (e) Seller maintains and has maintained reasonable physical, technical, and administrative security measures designed to ensure the integrity and security of all material relevant training, validation, testing, or scraped data (other than open-source data and data sets) utilized by the Artificial Intelligence (including Automated Decision-Making Technology) developed by or on behalf of Seller from and against unlawful, accidental or unauthorized access, destruction, loss, use, modification, corruption, misuse and/or disclosure. To the Seller’s Knowledge, there has been no incident, including any breach of security or occurrence of unlawful, accidental or unauthorized destruction, loss, use, modification or disclosure of or access to such training, validation, testing, or scraped data or the Seller’s Artificial Intelligence or Automated Decision-Making Technology itself (“AI Security Incident”). To Seller’s Knowledge, no circumstance has arisen under Applicable Law that would require or have required the Seller to notify a Governmental Body, affected individuals, or other Persons of an AI Security Incident.