LUCIDWORKS GENERATIVE-AI TERMS

These Lucidworks Generative-AI terms (the “Gen-AI Terms”) are between Lucidworks, Inc. (“Lucidworks”) and its customer (collectively “You”, “Your” or “Customer”) govern Your use of certain applications, solutions, products or software that utilize Lucidworks AI (as hereafter defined). These Gen-AI Terms are incorporated by reference into the master subscription agreement, terms of service, supplemental terms or other agreement that You may have with Lucidworks for use of the Product or Services (each, an “Agreement”) and are legally binding upon Your execution of the applicable Order Form. In the event of any conflict between these Gen-AI Terms and the Agreement, these Gen-AI Terms will govern with respect to the Gen-AI products and solutions to which they apply. Except as otherwise defined herein, all capitalized terms used shall have the same meaning as ascribed in your Agreement with Lucidworks. These Terms are effective on the earlier of Customer’s first access to or use of the Services.

CHANGES TO THESE TERMS: Lucidworks reserves the right, at its sole discretion, to modify or replace these Gen-AI Terms at any time. If a revision is material, Lucidworks will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Lucidworks’ sole discretion. Notwithstanding any other provision, Lucidworks agrees that any material modifications to these Gen-AI Terms will not apply to Your subscription for the applicable Lucidworks AI product or solution during its then-current term if such changes would: (i) materially reduce the benefits provided, (ii) materially impair Lucidworks’ ability to deliver Lucidworks AI, or (iii) materially diminish Your rights. By continuing to access or use Lucidworks AI after those revisions become effective in a new Subscription Term, You agree to be bound by the revised Gen-AI Terms. If You do not agree to the new terms, You are free to stop using Lucidworks AI.

 

  1. DEFINITIONS:

The following terms are used in these Gen-AI Terms as follows:

●      “AI Tokens” means the units of data comprising an Input processed by a Gen AI service and the Output it generates. Each token represents a defined amount of information to be processed by the Gen AI service and may be used to evaluate cost, fees, Usage Limits, or other parameters of the Gen AI service.

●      “Customer Content” means all Customer Data, information, and materials provided by Customer, whether used by Customer as an Input in the AI Product, or otherwise made accessible or provided to Lucidworks. Without limiting the foregoing, the “Customer Content” includes both Inputs and Outputs, but excludes Deidentified Prompts, Template Prompts, and Usage Data.

●      “Deidentified Prompts” means information derived from text-based Inputs used as prompts in a Lucidworks GEN-AI Product or Third-Party GEN-AI, provided that such information does not include: (i) personal data; (ii) data that could reasonably identify Customer or any natural person; or (iii) any Confidential Information of Customer.

●      “Documentation” means the documentation found at https://doc.lucidworks.com.

●      “Error” means a reproducible failure of the Products to perform in substantial conformity with its Documentation, if any.

●      “Gen AI” means a machine-based system that, for explicit or implicit objectives, generates new content based on the input it receives, such as text, images, audio, or video that can influence physical or virtual environments. Gen AI services may receive Inputs from Customer and use such Input to produce Output based on information on which the Gen AI service was trained.

●      “Hosted Product” or “Product” means the Lucidworks proprietary software application identified in each Order Form.

●      “Input” means the prompts and other Content received, directly or indirectly, from or on behalf of Customer for processing using Lucidworks AI.

●      “Lucidworks AI” means the collection of Lucidworks’ Products utilizing machine learning or Gen AI functions. The Lucidworks AI services are organized into use cases that address specific aspects of information search and discovery, or other functions of the Services, as described in the Documentation. Some of the Lucidworks AI use cases are powered by Gen AI, which can either be provided by Lucidworks or a third-party vendor of Customer.

○      “LW GEN-AI Product” means the set of Lucidworks AI Products that use Gen AI and which are operated by or on behalf of Lucidworks for use by Customer, as further described in the Documentation.

○      “Third-Party GEN-AI” means Gen AI services provided by a party other than Lucidworks and that are operated by or on behalf of Customer (other than the LW GEN-AI products) and integrated with or connected to the Hosted Products.

●      "Order Form" means an ordering document executed by Customer for the purchase, use of or access to the Product or Services.

●      “Output” means the content, including (without limitation) text, imagery, audio, code, or data generated by Lucidworks AI.

●      “Services” means the Lucidworks product offering providing its Hosted Product in conjunction with the LW GEN-AI Product or Third-Party GEN-AI.

●      “Subscription Term” means the time-limited basis and in accordance with the product license metrics identified in each Order Form.

●      “Template Prompts” means any suggested inputs provided or made available by Lucidworks for Customer’s use as an Input in a LW GEN-AI Product or Third-Party GEN-AI.

●      “Usage Data” means data relating to uptime, feature utilization, performance, and users’ use of the Lucidworks AI (as further described in the Lucidworks privacy policy).

●      “Usage Limits” means the predetermined thresholds or metrics for the use of the Lucidworks AI, as specified in the applicable Order Form or Documentation.

  1. GENERAL: Through use of the Services, Customer may provide Inputs and receive Outputs using Lucidworks AI. Customer is responsible for Customer Content, including for obtaining all consents necessary to process such Customer Content using Lucidworks AI for all purposes described in the Documentation, and for ensuring that Customer Content does not violate any applicable law, these Gen-AI Terms, or the rights of any third party. Customer represents and warrants that it has all rights, licenses, and permissions needed to provide Inputs to Lucidworks AI. As between Customer and Lucidworks, and to the extent permitted by applicable law, Customer (a) retains ownership rights in Inputs and (b) owns the Output.

Customer acknowledges and agrees that when it uses the Services: (x) Outputs may not always be accurate or consistent, and Customer should not rely on Output from the Services as a sole source of truth or factual information, or as a substitute for professional advice; (y) Customer is responsible for evaluating Output for accuracy and appropriateness for its use case, including using human review as appropriate, before using or sharing Output from the Lucidworks AI or the Services; (z) the Lucidworks AI or the Services may provide incomplete, incorrect, or offensive Output that does not represent Lucidworks’ or its affiliates’ or licensors’ views.

  1. THIRD PARTY LICENSES AND RESTRICTIONS: The LW GEN-AI Product may include software, documentation, and other materials which are subject to open-source software, freeware, shareware, or similar licensing or distribution restrictions (“Open Source”). Any Open Source is delivered or made available subject to the license(s) or terms of service applicable to them as referenced in the applicable Documentation. Additionally, to the extent Customer accesses or uses any Third-Party GEN-AI, Customer is solely responsible for complying with all third party terms and conditions applicable to the use of such Third-Party GEN-AI (“Third-Party Gen-AI Terms”).
  1. CUSTOMER OBLIGATIONS: Customer will not allow unauthorized third parties to access or use any Hosted Product/Product or Lucidworks AI, and will notify Lucidworks promptly of any unauthorized access or use. Customer is solely responsible for the actions of any person or entity which receives access to the Hosted Product/Product or Lucidworks AI through Customer’s systems, or any Customer credentials, log-in or access code, whether or not such access is authorized by Customer. Customer is responsible for complying with all applicable laws and other legal requirements when using the Hosted Product/Product or Lucidworks AI, including applicable privacy laws and regulations relating to the collection, use, processing, and transfer of Customer Content, or applicable laws relating to the use of Gen AI. Customer acknowledges that it may be deemed a “deployer” or “developer” of a Gen AI system when using the Lucidworks AI, and Customer will comply with all obligations applicable to Customer’s role as required under applicable law.
  1. TECHNICAL SUPPORT SERVICES: As it pertains to Lucidworks’ support obligations for the Hosted Product, Customer’s use of Third-Party GEN-AI in conjunction with the Hosted Product that results in the Hosted Product being not available will be considered excused downtime. In addition, Lucidworks will have no obligation to correct Errors to the Hosted Product because of Customer’s use of Third-Party GEN-AI in conjunction with the Hosted Product. Except as expressly stated by Lucidworks in writing, Lucidworks will not have any support obligations with respect to Third-Party GEN-AI services.
  1. PRIVACY: If Customer uses the Lucidworks AI to process any personal data or personal information (as such terms are defined in applicable law, “Personal Data”), Customer must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of Personal Data in connection with the Lucidworks AI and for any use of any Outputs, (b) process Personal Data in accordance with applicable law. For purposes of any data protection agreement between the parties, Customer hereby provides written instruction to process any Personal Data made available by or on behalf of Customer for processing via the Lucidworks AI as described herein and in the Documentation. Customer is solely responsible for ensuring that such uses conform to applicable law and shall not make available Personal Data where processing by the Lucidworks AI violates applicable law.
  2. CONFIDENTIALITY AND PROPRIETARY RIGHTS: All Customer Content shall remain the exclusive property, and Confidential Information of Customer, and may not be used for any purpose, or shared with any third-party, other than providing the applicable Lucidworks product or service to Customer and for the purposes described in these Gen-AI Terms and the Documentation. Lucidworks will not use Customer Content to train the LW GEN-AI Product without Customer’s express prior written consent. Customer is solely responsible and solely liable for the processing of Customer Content by Third-Party GEN-AI, including any use of Customer Content to train Third-Party GEN-AI, and for obtaining any rights in Customer Content necessary for such training.
  3. LICENSES: Customer hereby grants to Lucidworks a worldwide, royalty-free, non-exclusive license to access, use, interact with, retrieve, collect, store, display, compile, copy, modify, and index Customer Content: (a) as necessary to provide the Services to Customer and manage Customer access to the Lucidworks AI; (b) to manage Lucidworks’ relationship with Customer; (c) as necessary to comply with any legal or regulatory obligations; and (d), subject to Lucidworks’ compliance with Section 9, to create Usage Data and Deidentified Prompts. Lucidworks grants Customer a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to access, use, interact with, retrieve, collect, store, display, compile, copy, modify, and incorporate within any Input the Template Prompts for Customer’s lawful use.
  1. LUCIDWORKS’ DATA: Customer acknowledges that Lucidworks may provide Template Prompts and may create Usage Data and Deidentified Prompts in connection with Customer’s use of Lucidworks AI. As between Lucidworks and Customer, the Template Prompts, Deidentified Prompts, and Usage Data are owned by Lucidworks, and Lucidworks reserves all rights therein, except for the limited licenses granted herein. Deidentified Prompts may consist of certain Inputs, provided that such Inputs have been anonymized or aggregated such that the Deidentified Prompts do not include: (i) Personal Data; (ii) data that could reasonably identify Customer or any natural person; or (iii) any Confidential Information of Customer. Usage Data will not include any Confidential Information of Customer, and may be used only for internal business purposes and to improve the Lucidworks products or services, and for no other commercial purpose. Lucidworks is solely responsible for its collection and processing of Usage Data.
  1. RESTRICTIONS: Notwithstanding and without limitation of any restrictions outlined in the Agreement, the Customer may not use the LW GEN-AI Product other than as described in the Documentation. Notwithstanding the foregoing, Customer may not use the Lucidworks AI or Outputs (“Restricted Uses”):
    1. for any illegal, harmful or abusive activity;
    2. in a way that represents that Output was human-generated when it was not;
    3. to create any “deep fakes” or any other impersonations or representations of the name, image, or likeness of any natural person;
    4. for any purpose that will have a legal or similarly significant effect on an individual, to make any “consequential decision” or otherwise in a manner considered to be a “high-risk” or “unacceptable risk” application of Gen AI (as each such term is defined in laws applicable to Gen AI services), including, without limitation, to make credit, educational, employment, housing, insurance, legal, medical, or other similarly significant decisions about them;
    5. in a manner that results in the collection of any personal information from minors;
    6. to extract data from, reverse engineer, decompile, benchmark, or attempt to extract model parameters, source code, algorithms or other underlying components of the Product other than as permitted by Lucidworks;
    7. merging or using the LW GEN-AI Product with any software or hardware for which they were not intended (as described in the Documentation);
    8. using the LW GEN-AI Product for the purpose of training or improving any other Gen AI product or service; or
    9. unless otherwise agreed in writing by the parties, to process any: (w) any “sensitive personal information,” “special categories of personal data,” “personal health data,” or analogous terms as defined by applicable law; (x) patient, medical, or other health information, including Protected Health Information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”), or as otherwise defined under any similar federal or state laws, rules, or regulations; (y) payment card data subject to the Payment Card Industry Data Security Standard (“PCI-DSS”); or (z) other information subject to specific regulation or protection under specific laws (such as the Gramm-Leach-Bliley Act or related regulations) (collectively, subsections (x) through (z) constitute “Restricted Information”).

Customer also acknowledges that Lucidworks is not acting as its Business Associate or subcontractor (as each is defined under HIPAA) and that Lucidworks AI is not HIPAA or PCI-DSS compliant. Notwithstanding any other provision to the contrary, Lucidworks expressly disclaims any liability of any kind that might arise from Restricted Information being submitted to Lucidworks.

  1. WARRANTRY AND DISCLAIMERS:

11.1 WARRANTY: LUCIDWORKS WARRANTS TO CUSTOMER THAT, DURING THE SUBSCRIPTION TERM, WHEN USED IN ACCORDANCE WITH THESE GEN-AI TERMS, THE SERVICES WILL CONFORM IN ALL MATERIAL RESPECTS WITH THE DOCUMENTATION. LUCIDWORKS WARRANTS IT HAS ALL NECESSARY LICENSES, PERMITS, CONSENTS AND APPROVALS TO PROVIDE THE LW GEN-AI PRODUCT TO THE CUSTOMER. IN THE EVENT OF A BREACH OF THIS WARRANTY, LUCIDWORKS WILL CORRECT THE PRODUCT ERRORS THAT CAUSED THE BREACH OF WARRANTY. THE FOREGOING WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND LUCIDWORKS’ SOLE AND EXCLUSIVE OBLIGATION, FOR A BREACH OF THE WARRANTY UNDER THIS SECTION.

11.2 DISCLAIMER OF WARRANTY: EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE GEN-AI TERMS, THE SERVICES AND ANY OUTPUTS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. LUCIDWORKS, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (“LW PARTIES”) HEREBY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND TITLE, NONINFRINGEMENT, OR QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. EXCEPT AS EXPRESSLY PROVIDED IN THESE GEN-AI TERMS, THE LW PARTIES DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATION OR WARRANTY (a) THAT USE OF ANY PRODUCT WILL BE UNINTERRUPTED, OR ERROR-FREE; (b) THAT DEFECTS OR ERRORS WILL BE CORRECTED; (c) REGARDING THE OUTPUTS, INCLUDING WITHOUT LIMITATION, THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS THEREOF, OR (d) WITH RESPECT TO THIRD-PARTY GEN-AI OFFERINGS. ALL OUTPUTS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER.

11.3 DISCLAIMER OF LIABILITY: CUSTOMER ACKNOWLEDGES THAT THE UNDERLYING TECHNOLOGY USED TO PROVIDE THE SERVICES WAS NOT DEVELOPED BY LUCIDWORKS. THE LW PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY OUTPUTS UNDER ANY THEORY OF LIABILITY. IN NO EVENT WILL THE LW PARTIES BE LIABLE FOR, AND HEREBY DISCLAIM, ALL INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. THIS INCLUDES DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 NO GUARANTEE OF OWNERSHIP OR ORIGINALITY: THE LW PARTIES DO NOT MAKE, AND HEREBY DISCLAIM, ALL CLAIMS, REPRESENTATIONS AND WARRANTIES REGARDING THE OWNERSHIP OR ORIGINALITY OF ANY OUTPUTS OR RESULTS GENERATED BY THE SERVICES.

BY EXECUTING AN ORDER FORM OR BY ACCESSING OR USING THE LUCIDWORKS AI PRODUCT, CUSTOMER AGREES TO THESE WARRANTY DISCLAIMERS AND THE DISCLAIMER OF LIABILITY.

  1. INDEMNIFICATION: Notwithstanding Lucidworks’ indemnification obligations detailed in the Agreement, with regard to Customer’s use of the Services, Lucidworks shall have no obligation to defend, indemnify, or hold Customer harmless from or against any third-party claims arising from: (a) Customer’s combination or connection to any LW GEN-AI Product with Customer or third-party products, services or software not provided by Lucidworks, (b) any Input or data provided to Lucidworks, or directly input by Customer into Lucidworks AI and the Output; (c) the fine-tuning, customization, or modification of the LW GEN-AI Product, or Lucidworks systems, by Customer or through Customer systems without the express consent or direction from Lucidworks; or (d) Customer’s failure to comply with these GEN-AI Terms, or laws, regulations or industry standards applicable to it. Further, Customer will indemnify, defend, and hold the LW Parties harmless against any expense, liability, loss, damage, or costs resulting from any third party claim arising from or related to: (i) Customer’s use of the Lucidworks AI or the Services other than as authorized by these GEN-AI Terms, including any claim that Customer (or Customer’s employees or contractors), or Customer Content provided as an Input into any LW GEN-AI Product or an Output generated by the LW GEN-AI Product that is a reasonably foreseeable consequence of Customer’s Input, has infringed or misappropriated the intellectual property or other rights of a third party, or has violated applicable law; (ii) arising from any Restricted Uses or processing of Restricted Information; (iii) any breach of Third-Party GEN-AI Terms; or (iv) any other violation of applicable law by Customer. 
  2. AI TOKENS: AI Token consumption varies depending on the complexity and length of the Input and Output. More complex tasks, such as generating long-form content or translating technical documents, will generally consume more AI Tokens. Purchased AI Tokens are valid for the Subscription Term for which they are purchased. Unused AI Tokens at the end of the Subscription Term will expire and will not be refunded or carried over to subsequent Subscription Terms, unless otherwise expressly stated in the applicable Order Form. Furthermore, when Customer upgrades or downgrades to a different plan, Customer’s AI Token balance resets to the new plan’s limit, regardless of any unused AI Tokens. If Customer’s AI Token usage exceeds the amounts stated in the applicable Order Form, Lucidworks may, in its sole discretion, take one or more of the following actions (a) Discontinue Service: Suspend the Services until the start of the next Subscription Term year; (b) Charge Additional Fees: Charge Customer for excess usage at a rate specified in the Order Form; (c) Upgrade Service Plan: Require Customer to upgrade to a Services plan with higher Usage Limits. Fair Use: The Services are intended for lawful, normal and reasonable use. Lucidworks may, at its sole discretion, determine that Customer’s usage is excessive or abusive, even if it falls within the stated Usage Limits. In such cases, Lucidworks may take any of the actions described in this section.
  3. MISCELLANEOUS: (a) Severability: If any provision of these Gen-AI Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect. (b) These Supplemental Terms are subject to all general provisions of the Agreement, including governing law and dispute resolution.