ARC AI Processing Addendum

This AI Processing Addendum (this "Addendum") governs Client's use of AI Features in connection with the ARC Facility services ("Services"). Capitalized terms not defined in this Addendum have the meanings given in the Subscription Agreement (the "Underlying Agreement") between the parties.

2.1. "AI Feature(s)" means any feature or functionality of the Services that uses AI Technologies to generate, summarize, transform, classify, extract, analyze, predict, recommend, rank, retrieve or otherwise process data.

2.2. AI Technologies "AI Technologies" means any deep learning, machine learning, generative AI, large language model or other artificial intelligence technologies, models, algorithms, software or systems capable of generating outputs, predictions, recommendations, decisions or content.

2.3. AI Service Provider "AI Service Provider" means a third party that provides AI Technologies used by ARC to deliver AI Features.

2.4. Client Data "Client Data" means any information or data that ARC receives from, has access to, or otherwise processes on behalf of Client in connection with the Underlying Agreement.

2.5. Client Input "Client Input" means Client Data, and any other information, documents, prompts, queries, inputs, or materials submitted to the AI Features by or on behalf of Client (including from Client's systems via integrations).

2.6. Output "Output" means any data, text, images, predication, recommendation, summary, extraction, or other content or material generated, created, or returned by an AI Feature in response to Client Input.

2.7. Restricted Data "Restricted Data" means data types that the Services and/or AI Features are not designed to process and that Client must not submit, as listed in Section 5.1 (unless the parties agree in writing to permit them with additional safeguards).

3.1. AI-Enabled Features. Certain Services may utilize AI Technologies as part of their functionality. ARC will identify the use of AI Technologies in the applicable documentation, product descriptions, user guides, administrator guides or similar materials. By accessing or using any ARC Service or AI Feature that is identified as utilizing AI Technologies, Client acknowledges and agrees that such AI Technologies may be used in connection with the provision of the applicable ARC Service or AI Feature in accordance with this Addendum and the Underlying Agreement.

3.2. Client Instruction. Client instructs ARC to process Client Input using AI Features (including transmission to AI Service Providers) for the purposes described in this Addendum. Client represents and warrants that it has the rights and permissions necessary to provide the foregoing instruction.

3.3. AI Feature Controls. In its sole discretion, ARC will disable AI Features and/or, where technically available, restrict categories of Client Input routed to AI Features upon Client's written request.

3.4. Rate Limits and Monitoring. Client agrees that ARC may implement safeguards, rate limits, and monitoring (automated or otherwise) designed to detect abuse, security risks, or violations of this Addendum. ARC reserves the right to throttle, queue, or temporarily suspend AI Feature access for Client if Client violates any such safeguards or rate limits, or if abuse, security risks or violations of this Addendum are detected.

4.1. Purpose Limitation. ARC will use Client Input only to (a) provide the Services and AI Features; (b) maintain security, prevent fraud/abuse, and debug or improve reliability; (c) comply with applicable law; and (d) any other purpose expressly authorized in writing by Client.

4.2. No Training on Client Input. ARC will not use Client Input to train, fine-tune, develop, enhance or improve any AI Technologies, including any general-purpose model, foundation model, or AI Technologies offered to third parties, except as expressly authorized in writing by Client or where such training is performed solely for Client's dedicated instance and does not benefit any other customer or general model.

4.3. Flow-Down to AI Service Providers. ARC will contractually require that AI Service Providers (and any downstream subprocessors) process Client Input solely as necessary to provide the relevant AI Features. ARC will further require that AI Service Providers not use of Client Input to train, fine-tune, develop, enhance or improve any AI Technologies, except as expressly authorized in writing by Client.

4.4. Telemetry Data. ARC may collect and use Telemetry Data as set forth in this Section. Client grants ARC the right to use Telemetry Data for any lawful business purpose, including to operate, support, secure, improve, develop, train, and enhance the Services and the AI Models, without any obligation to Client. "Telemetry Data" means technical, diagnostic, usage, and performance data relating to the configuration and use of the Services and the AI Features, such as features used, system interactions, and performance, together with any database schema metadata that Client provides to ARC, in each case excluding the contents of Client's databases and any data that directly identifies Client or any individual.

5.1. Restricted Data. Unless the parties expressly agree in writing (including any required compliance addenda, e.g., BAA/PCI/ITAR addenda), Client will not submit the following Restricted Data: (a) payment card data; (b) protected health information; (c) classified information; (d) ITAR/export-controlled data; or (e) credentials/secrets (API keys, passwords, private keys).

5.2. Regulated Uses. Client is solely responsible for assessing whether its use of the AI Features is subject to applicable AI-specific or sector-specific regulations and for complying with any obligations that apply to Client as the user of the AI Technologies.

6.1. Responsibility for Client Inputs. Client is responsible for all Client Inputs submitted to the AI Features. By submitting Client Inputs to the AI Features, Client represents and warrants that it has all rights, licenses, and permissions that are necessary for ARC to process the Client Input under this Addendum.

6.2. Restrictions on Use. Client agrees not to use the AI Features or any Output (a) in any manner that (i) is unlawful, harmful, or unethical, (ii) infringes upon any intellectual property rights; (ii) violates any individual's privacy or publicity rights; or (iv) violates any applicable law or regulation; (b) to directly or indirectly create, develop, train, test or otherwise improve any machine learning algorithms or AI Technologies, including any architectures, models or weights; or (c) for any safety-critical, high-risk, or prohibited use, including any use that would qualify the AI Feature as a "high-risk" AI system or a prohibited AI practice under applicable AI law (such as the EU AI Act), or for autonomous decision-making producing legal or similarly significant effects on individuals.

6.4. No Professional Advice; AI Limitations; Output Validation. The AI Features are provided for informational purposes only and do not constitute legal, financial, tax, accounting, business, investment, or other professional advice or services, nor does use of the AI Features create any professional-client or fiduciary relationship. Outputs generated through the AI Features may be incomplete, outdated, inaccurate, or otherwise unsuitable for a particular purpose. Client is solely responsible for reviewing, validating, and exercising independent professional judgment before relying on any Outputs.

7.1. Confidentiality. Client Input is Client's Confidential Information. ARC will protect Client Input under the confidentiality obligations of the Underlying Agreement.

7.2. Permitted Disclosure to AI Service Providers. Disclosure of Client Input to AI Service Providers and subprocessors solely to provide the Services is a permitted disclosure under the confidentiality clause, provided ARC ensures such parties are bound by confidentiality and security obligations no less protective than as set forth in the Underlying Agreement.

8.1. Client Inputs and Output. As between the parties, Client retains all right, title, and interest in Client Input. Subject to any intellectual property rights of ARC in the Output, Client shall own the Output. Client grants ARC a limited license during the Term to use the Input solely to provide the AI Features to Client.

8.2. AI Features. As between the parties, ARC and its licensors, as applicable, retain all right, title, and interest in and to the AI Features, and the AI Technologies, together with all intellectual property rights therein. Client's use of the AI Features and Output grants Client no right, title, or interest in any AI Technology or in ARC's or its licensors' intellectual property. All rights not expressly granted herein are reserved by ARC.

9.1. Except as expressly provided in the Underlying Agreement, ARC will have no additional indemnification obligations arising specifically from the AI Features or any Output.

9.2. To the fullest extent permitted by law, in no event shall ARC's maximum liability under this Addendum exceed the total amount paid by Client to ARC pursuant to the Underlying Agreement (including any SOWs) in the preceding six (6) month period.

The parties acknowledge that the use of AI technology continues to evolve and expand. ARC retains the right to update and enhance the AI Features and AI Technologies over time, and such updates may be applied automatically without requiring additional consent from Client.

THE AI FEATURES, THE AI TECHNOLOGIES, AND ANY OUTPUT OBTAINED THROUGH THE USE OF THE AI FEATURES ARE PROVIDED "AS-IS" AND "AS AVAILABLE". USE OF THE AI FEATURES AND ANY OUTPUT IS AT CLIENT'S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AI FEATURES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.

ARC DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY OUTPUT, ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AI FEATURES OR THE ACCURACY OR RELIABILITY OF ANY OTHER INFORMATION OBTAINED THROUGH THE AI FEATURES. NO INFORMATION OR ADVICE, WHETHER WRITTEN OR ORAL, OBTAINED BY CLIENT FROM ARC OR THROUGH THE AI FEATURES SHALL CREATE ANY WARRANTY. ARC DOES NOT WARRANT THAT THE AI FEATURES, THE AI TECHNOLOGIES, OR ANY OUTPUT WILL BE ACCURATE, RELIABLE, CORRECT, ERROR-FREE, UNINTERRUPTED, SUITABLE FOR CLIENT'S INTENDED USE, OR MEET CLIENT'S REQUIREMENTS.