The following terms and conditions (the “GenAI Terms”) apply to Customer’s ZAIDYN Subscription if the applicable order form indicates the use of generative AI and supplements the ZAIDYN by ZS Subscription Terms and Conditions or another agreement entered into between Customer and ZS (the “Terms and Conditions”). Capitalized terms used and not defined in these GenAI Terms shall have the meanings given to them in the Terms and Conditions.

1. Definitions

1.1. "AI Bias" means Outputs that negatively profile individuals based on race, class, ethnicity, sexual preference, religion, national origin, disability, gender, marital status or age and that: (i)  have a negative effect on the health and safety of persons; (ii) have a negative impact on a person’s fundamental rights under the European Union’s Charter of Fundamental Rights (if applicable); or (iii)  are prohibited under applicable anti-discrimination laws.

1.2. “Customer” means the individual accepting these GenAI Terms or, in the case of an individual entering into these GenAI Terms on behalf of a legal entity, the legal entity or entities for which such individual has authority to accept these GenAI Terms. Customer is a party to these GenAI Terms.

1.3. “Customer Provided Services” means a product or services, including but not limited to code, algorithms, applications, generative AI through Customer procured API keys, or platforms, provided by Customer or a third party on behalf of Customer, which interacts with the ZAIDYN Services.

1.4. “Input” means a prompt, input, query, command, or other user instruction entered or uploaded by Customer or Users to the ZAIDYN Services.

1.5. “Output” means any data, text, content, sound, videos, software code, image, material, information, communication, and other output, outcome, action or result solely based on Input and generated from use of the ZAIDYN Services and made available to the Customer in accordance with this Agreement, excluding any such output that includes or is based on ZS Confidential Information or ZS Intellectual Property.

1.6. “ZAIDYN Services” means all proprietary software applications, algorithms, and/or products, any maintenance releases and other intellectual property hosted or installed, whether in executable, object code or source code form, by ZS or its agents and made available by ZS to Customer, including any ZS-Provided GenAI, and any related services and documentation provided by ZS, but excluding any Outputs and Customer Data.

1.7. “ZS-Provided GenAI” means the generative AI components, tools or functionality that are procured or developed by ZS and provided to the Customer or User under the applicable order form, but excluding any Customer Provided Services.

2. Generative AI.

2.1. ZAIDYN Services may incorporate ZS-Provided GenAI, as specified in the Order Form. ZS does not make any warranties or representations regarding Customer Provided Services. If Customer Provided Services interfere with the operation of the ZAIDYN Services, ZS shall not be responsible for the availability or functionality of the affected ZAIDYN Services. ZS is not responsible for the Customer Provided Services’ handling of Customer’s data.

2.2. Outputs.  As between ZS and Customer, and to the extent permitted by applicable law, Customer owns all Outputs, including all intellectual property rights therein and grants ZS a non-exclusive, transferrable, worldwide rights to use such Outputs for purposes of providing services to Customer. The Customer acknowledges and agrees that Outputs may not be unique and other users of generative AI may generate the same or similar Output, and that Outputs might not be protectable Intellectual Property. ZS makes no warranty or representation that the Output will be free from any inaccuracies, defects, errors, AI Biases, or hallucinations. Customer is responsible for evaluating whether Outputs are appropriate for Customer’s use case, including where human oversight and review is appropriate, before using or sharing Outputs and bears sole responsibility for any use of such Outputs (or decisions made based on the information in such Outputs). Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, or misleading.

2.3. Provision of information.  Upon Customer’s reasonable request, ZS will provide information to Customer, as Customer may reasonably require relating to ZS-Provided GenAI in order for Customer to comply with applicable laws.

2.4. Compliance with AI Laws.  During the Subscription Term, ZS will ensure that ZS-Provided GenAI complies with all applicable laws provided the ZS-Provided GenAI: (i) is properly used by Customer or its Users in the manner contemplated by the applicable Documentation; (ii) is accessed and used in accordance with applicable law; and (iii) is in the condition provided by ZS to Customer (i.e. without any unapproved modifications) and for the purposes set out in the applicable Order Form.

2.5. ZS will ensure that ZS-Provided GenAI  is designed, maintained and/or tested in line with clause 2.6 below such that during the subscription term, when used in accordance with the Documentation and for the purposes set forth in the applicable Order Form the ZS-Provided GenAI: (i) can be used in accordance with ethical standards and (ii) is capable of human oversight to the extent required by applicable laws.

2.6. Ongoing Testing and Safety.  ZS shall:

2.6.1. provide the ZS-Provided GenAI to meet Customer’s requirements specified by the Customer in the Order Form;

2.6.2. upon Customer’s reasonable request, conduct training, testing and validation of the ZS-Provided GenAI in conjunction with Customer;

2.6.3. maintain and retain accurate records of the operating processes of the ZS-Provided GenAI, including such training, testing and validation, and shall provide copies of such records to Customer on its reasonable request;

2.6.4. upon Customer’s reasonable request, provide suitable Documentation and training on use and operation of the ZAIDYN Services to a reasonable number of Users of the ZAIDYN Services (at rates to be agreed between the parties).

2.7. AI Bias.  ZS will use reasonable efforts to ensure that ZS-Provided GenAI is designed to reduce any AI Bias and, to the extent that ZS becomes aware of such AI Bias it shall use reasonable measures to remedy or replace the ZS-Provided GenAI with an appropriate solution that does not materially derogate the ZS-Provided GenAI. Customer shall promptly report to ZS any AI Bias of which Customer suspects or becomes aware of when using the ZS-Provided GenAI.

3. Indemnification.

3.1. Notwithstanding anything to the contrary in the Terms and Conditions, Customer agrees that it will defend any suit or proceeding brought against ZS by a third party, and will indemnify ZS for all damages and costs finally awarded in such suit or proceeding insofar as such suit or proceeding is based on a claim arising from any Customer Provided Services infringing any United States patent or copyright, provided that Customer is notified promptly in writing of any such claim and at its expense is given full and complete authority (including settlement authority), information and assistance by ZS for such defense.

4. Order of Precedence.  Conflicts between these GenAI Terms and the Terms and Conditions will be resolved in favor of these GenAI Terms.