After drafting, reading, negotiating, and analyzing so many contracts–all done by me versus AI–I want to share some of the better clauses I have read. Of course, each clause likely needs additional tailoring to meet your particular situation including the proper defining of the capitalized terms used in the examples below. This blog post provides tools that you may want to consider using much like AI itself.
You will notice that so many of the terms and provisions shared below are substantially similar to what you already have in many contracts. You will also notice that much of the language provided below is common sense versus legal genius. Finally, this is not intended to be a comprehensive list of provisions; instead, the goal is to help attorneys and business owners have a sense of where to start when considering AI issues in their agreements.
GENERAL CLAUSES AND DEFINITIONS
AI Content means any text you type or images, content, or data you upload into AI Products (“Input”), as well as any text, images, or content generated by AI Products through your use of AI Products or through prompts you provide to AI Products (“Output”, together “AI Content”).
You agree that you will not include any sensitive personal data of any person (including data that reveals racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, health data or data concerning your sex life or sexual orientation) in any Input to AI Products.
GENERAL DISCLAIMERS: THREE PROVISIONS THAT WORK WELL TOGETHER
Customer acknowledges and agrees that AI Tools or Output may not meet Customer’s intended or desired use including, without limitation, that the Outputs may be inaccurate, offensive, or duplicative of content generated by AI Tools for other customers. Customer understands and agrees it must use discretion whenever relying on, publishing, distributing, or otherwise using any Output resulting from the use of AI Tools.
AI Tools are provided to Customer on an “AS IS” basis to the greatest extent permitted by law without any representations, indemnities, warranties, or other similar protections of any kind whether express, implied, or created by statute. AT Tools may be modified, discontinued, or cancelled for any reason and/or at any time in the sole and absolute discretion of the AI Provider.
Use of generative AI features may produce Output that is unexpected or results that are unsuitable for you or some of your users. The Output may not be protectable by Intellectual Property Rights.
RESPONSIBILITY OF CUSTOMER OR USER
You are solely responsible for AI Content. Your responsibilities include issues related to the accuracy, quality, appropriateness, and legality of AI Content. Yor are further responsible for ensuring that your AI Content and use of AI Products does not (1) violate any applicable local, state, federal, or foreign law that is applicable to your actions; (2) violate these AI Terms or the Agreement; or (iii) infringe, violate, or misappropriate the intellectual property or other rights of Provider or any third party.
When using Outputs, you agree to inform viewers of those Outputs where the content is AI-generated in whole or in part.
CUSTOMER OR USER OPT-OUT
If you do not want us to use your Customer Content to train our models, you can opt out by following the instructions at this LINK. Please note that in some cases this may limit the ability of our Services to better address your specific use case.
CUSTOMER INDEMNITY AND RELEASE
You agree to indemnify and hold AI Provider (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (A) your use of the AI Product; (B) your User Content; (C) your violation of any of the AI-related terms and provisions; and (D) your violation of applicable AI laws or regulations.
You understand and agree to release and forever discharge AI Provider from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the AI Product (including any interactions with, or act or omission of, other AI Product users or any Third-Party Links & Ads).
These provisions are not the end of the conversation. They are a starting point for attorneys who are unsure of where to start. Likewise, this is a list of provisions to give businesspeople a sense of what they should expect to see going forward.
David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a diverse range of corporate, dispute resolution and avoidance, contract drafting and negotiation, and other issues. In particular, he has a significant amount of experience in hospitality law by representing third party management companies, owners, and developers.
He can be reached at david@seidmanlawgroup.com or 312-399-7390.
This blog post is not legal advice. Please consult an experienced attorney to assist with your legal issues.
Picture: “Terms and Conditions” by Nick Youngson CC BY-SA 3.0 Pix4free
