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These DISCO AI Supplementary Terms (these “Supplementary Terms”) are incorporated into and made a part of any and all contracts between CS Disco, Inc., a Delaware corporation having offices at 111 Congress Ave, Suite 900, Austin, TX 78701, and/or its affiliates (collectively, “DISCO”), as the provider or licensor of DISCO-branded or DISCO-distributed software or services (collectively, “Services”), and the other party to such contract or contracts, to which party (and pursuant to which contract or contracts) DISCO provides or licenses the Services (“Customer”) (such contract or contracts, collectively, the “Agreement”). Capitalized words and expressions used in these Supplementary Terms which are not defined herein shall have the meaning set forth in the Agreement.
DISCO may integrate or make available, provide, and/or link a third-party natural language processing tool, machine learning capability, or other artificial intelligence software or technology with or to its Services (which tool, capability, software, or technology may be improved, modified, or enhanced from time to time at DISCO’s sole discretion) (the “AI Integration”) and that may, among other features or functionality, provide automated responses to Customer queries and/or improve Customer’s overall experience with the Services. DISCO may label or brand the AI Integration “Cecilia” or using such other word(s) or name(s) as determined by DISCO in its sole discretion.
BY ACCESSING OR USING (INCLUDING INTERACTING WITH) THE AI INTEGRATION ON OR AFTER THE DATE FIRST SET FORTH ABOVE, CUSTOMER AGREES TO BE BOUND BY AND SUBJECT TO THESE SUPPLEMENTARY TERMS, AS PRESENTLY COMPOSED AND AS REVISED FROM TIME TO TIME. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY AND SUBJECT TO THESE SUPPLEMENTARY TERMS AS OF THE DATE FIRST SET FORTH ABOVE (AS SUCH TERMS MAY BE REVISED FROM TIME TO TIME), CUSTOMER SHALL IMMEDIATELY CEASE AND THEREAFTER REFRAIN FROM ANY AND ALL ACCESS TO AND USE OF THE AI INTEGRATION AND ANY AI INTEGRATION ACTIVITY (AS DEFINED BELOW). IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE AGREEMENT AND THESE SUPPLEMENTARY TERMS, THE PROVISIONS OF THESE SUPPLEMENTARY TERMS SHALL SUPERSEDE AND CONTROL.
1.1 Input and Output; Customer Content. When accessing or using the AI Integration, Customer may provide data, information, content, or other input (“Input”) to be processed by the AI Integration, and receive data, information, content, or output (“Output”) generated by the AI Integration based on the Input. Customer is solely responsible for the selection, creation, development, content, provision, and submission of all Input and the use, reproduction, distribution, storage, and all other processing of the Output. Customer will ensure that neither any Input (or any selection, creation, development, content, provision, or submission thereof), any access to or use of the AI Integration, nor any use, reproduction, distribution, storage, or other processing of the Output (collectively, “AI Integration Activity”) will: (i) violate any applicable law, rule, industry standard, regulatory guideline, or regulation; or (ii) violate any rights of DISCO or any other person or entity, including, without limitation, rights of privacy or publicity, intellectual property rights, or contract rights. Customer shall ensure that it and all AI Integration Activities at all times comply with and adhere to all agreements, policies, guidelines, and requirements of the third party(ies) providing, offering, or making available the AI Integration (collectively, the “Third-Party Providers”; such agreements, policies, guidelines, and requirements, the “Third-Party Requirements”). Customer acknowledges and agrees that due to the nature of machine learning, natural language processing, and other artificial intelligence, Output might leverage, include, be derived from, reproduce, distribute, display, or use data, information, content, or material with respect to which rights, title, or interests may be held, possessed, or owned by others, including, for example, copyrights and trademark rights, might not be unique, and might be the same as or similar to data, information, content, or output provided to others.
1.2 Privacy of Customer Content. We may collect, use, maintain, and/or disclose all or any part of Input and Output (collectively, “Customer Content”), and Customer Content is information covered by the DISCO Privacy Policies. In addition, when applicable, DISCO’s processing of personal data contained within Customer Content is subject to DISCO’s Data Processing Addendum.
2.1 AI Integration Feature Use Restrictions. Customer may not (a) use, and shall ensure that no other person or entity uses, the AI Integration or any Output, or (b) engage in, and shall ensure that no other person or entity engages in, any AI Integration Activity, in either case of (a) or (b) in whole or in part, alone or with any other data, information, content, or material: (i) to develop foundation models or other large scale models that compete with DISCO or Third-Party Providers; (ii) to mislead any person to believe or assume that Output was human-generated; (iii) to generate spam or unlawful content; (iv) in a manner that violates any technical documentation, usage guidelines, or parameters that may be made available by DISCO now or in the future; or (v) for any purpose other than Customer’s use of the Services in accordance with the Agreement.
2.2 Service Level Agreements Are Not Applicable. No service level agreement, performance indicator or standard, or similar criteria (“SLA”) set forth in the Agreement, including but not limited to service credits and any other remedies, shall apply to any AI Integration Activity or any Services related to the AI Integration or any AI Integration Activity. In addition, DISCO has no obligation under these Supplementary Terms or the Agreement or otherwise to correct any bugs, defects or errors in the AI Integration or otherwise to support or maintain the AI Integration.
3.1 Customer Content. As between DISCO and Customer, Customer and its licensors own all Customer Content, including all intellectual property rights therein. No ownership rights in the Customer Content are transferred to DISCO by these Supplementary Terms. Notwithstanding any other provision in these Supplementary Terms, Customer hereby grants DISCO a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (to DISCO affiliates and third parties) license to use, process, host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Content in connection with DISCO’s performance under the Agreement and any related internal business purposes. At any time during the term of the Agreement, Customer may export Customer Content from the Services using DISCO’s self-service export functionality as specified in the applicable documentation.
3.2 Ownership by DISCO. DISCO or its licensors or service providers exclusively retain and will continue to exclusively retain all right, title, interest and ownership of the Software, Services, Documentation, DISCO Confidential Information, usage data, DISCO websites, and any derivatives of any of the foregoing as well as any and all deliverables created by DISCO and delivered to Customer, including all intellectual property rights in any of the foregoing (the “DISCO IP”). No ownership rights in the DISCO IP are transferred to Customer by the Agreement or these Supplementary Terms. Customer does not have any rights in or to the DISCO IP except for the limited rights expressly granted in the Agreement.
DISCO reserves the right to terminate these Supplementary Terms, in whole or in part, or any Customer right to use the AI Integration at any time with or without notice, without penalty or liability, and Customer shall not be entitled to any refund of any fees, charges, or other amounts as a result thereof. Sections 1, 2, 3, 4, 5.2, 6, 7, and 8 hereof shall survive any termination of these Supplementary Terms (or the Agreement).
5.1 DISCO may limit or suspend Customer's access to or use of the AI Integration anytime, for any or no reason, including, without limitation, if DISCO believes that any Customer Content or AI Integration Activity, or any Customer obligation or responsibility related thereto, is in violation of or is inconsistent with the Agreement or these Supplementary Terms. DISCO shall use its commercially reasonable efforts to make any such Third-Party Requirements available here.
5.2 Customer may not use the AI Integration to discover any underlying components of the models, algorithms, and systems used in or to develop the AI Integration, such as exfiltrating the weights of models, nor may Customer directly or indirectly reverse engineer, re-engineer, disassemble, decompile, decipher, reconstruct or re-orient any aspect, element, or component of the AI Integration or attempt to do so. Customer may not use web scraping, web harvesting, or web data extraction methods to extract data from any system, environment, database, or files used by or in connection with the AI Integration or from Output.
Customer assumes all risks associated with the AI Integration Activities, including without limitation any reliance on any Output. Without limiting the foregoing, Customer acknowledges and agrees that some or all Output may be biased, inaccurate, unfair, inequitable, discriminatory, or incomplete and that neither DISCO nor any Third-Party Provider shall have any liability or responsibility for any Output. It is Customer’s responsibility to review and validate any Output before engaging in any related AI Integration Activity. Nothing in the AI Integration or the Output is a substitute for Customer’s independent expertise and professional judgment.
7.1 Warranty Disclaimer. DISCO DISCLAIMS ALL, AND DOES NOT MAKE ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, AS TO THE AI INTEGRATION, ANY CUSTOMER CONTENT, OR ANY AI INTEGRATION ACTIVITY, AND THE AI INTEGRATION IS PROVIDED AS IS AND WITH ALL FAULTS. CUSTOMER UNDERSTANDS AND AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR ALL OUTPUT AND ALL AI INTEGRATION ACTIVITIES, INCLUDING ALL CLAIMS ARISING FROM OR RELATED THERETO. CUSTOMER SHOULD NOT RELY ON FACTUAL ASSERTIONS IN ANY OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THE ACCURACY OF SUCH OUTPUT. OUTPUT THAT APPEARS ACCURATE BECAUSE OF ITS DETAIL OR SPECIFICITY MAY NONETHELESS CONTAIN MATERIAL INACCURACIES, MISLEADING INFORMATION, OR INHERENT BIAS. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM DISCO OR THROUGH THE AI INTEGRATION SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY MADE IN THESE SUPPLEMENTARY TERMS. FURTHERMORE, DISCO MAKES NO REPRESENTATION OR WARRANTY AS TO: (A) ACCURACY OF OUTPUT; (B) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; OR (D) NON-INTERFERENCE; OR THAT (E) USE OF THE AI INTEGRATION AND RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
7.2 Liability Disclaimer. IN NO EVENT SHALL DISCO BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY UNDER THESE SUPPLEMENTARY TERMS OR IN ANY WAY RELATED TO THE AI INTEGRATION, ANY CUSTOMER CONTENT, OR ANY AI INTEGRATION ACTIVITY FOR: (A) THE COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS, OR SERVICES; (B) ANY LOSS OF PROFITS OR CONTRACTS; (C) ANY LOSS OF REVENUE OR BUSINESS OPPORTUNITY; (D) ANY LOSS OF ANTICIPATED SAVINGS; (E) ANY LOSS OF GOODWILL; (F) ANY LOSS OF, OR DAMAGE TO (INCLUDING CORRUPTION OF) DATA (INCLUDING CUSTOMER DATA); (G) ANY INTERRUPTION OF BUSINESS; OR (H) ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND; IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN OR IN THE CONTEMPLATION OF THE PARTIES. IN NO EVENT SHALL DISCO BE LIABLE, IN TOTAL AND IN THE AGGREGATE, TO CUSTOMER OR ANY OTHER PERSON OR ENTITY UNDER THESE SUPPLEMENTARY TERMS OR IN ANY WAY RELATED TO THE AI INTEGRATION, ANY CUSTOMER CONTENT, OR ANY AI INTEGRATION ACTIVITY FOR MORE THAN $100. DISCO SHALL HAVE NO OBLIGATION TO INDEMNIFY OR HOLD HARMLESS CUSTOMER FROM ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, OR EXPENSE, OR TO DEFEND CUSTOMER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, RELATED TO OR CONNECTION WITH THE AI INTEGRATION, ANY CUSTOMER CONTENT, OR ANY AI INTEGRATION ACTIVITY.
Customer will defend, indemnify, and hold harmless DISCO, DISCO’s affiliates, DISCO’s personnel, and all Third-Party Providers from and against any and all losses, liabilities, obligations, risks, damages, claims, demands, suits, causes of action, proceedings, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to: (i) the AI Integration, any Customer Content, any AI Integration Activity, or any performance of obligations or exercise of rights by DISCO under these Supplementary Terms; or (ii) Customer’s breach of the Agreement or these Supplementary Terms.
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