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AI TERMS

These Port AI Terms (the “AI Terms”) govern Customer’s use of Port’s artificial intelligence–enabled features and functionality made available as part of the Services. These AI Terms are incorporated by reference into the Master Services Agreement or other agreement between Customer and Port governing the services provided by Port (the “Agreement”).

BY CLICKING “I ACCEPT”, ENABLING THE AI FEATURES WITHIN THE PORT PLATFORM, OR EXECUTING AN ORDER FORM THAT REFERENCES THESE AI TERMS, CUSTOMER AGREES TO THESE AI TERMS. IF THE INDIVIDUAL ACCEPTING THESE AI TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE AI TERMS. IF THE INDIVIDUAL ACCEPTING THESE AI TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE AI TERMS, THEY MUST NOT ACCEPT THESE AI TERMS AND MAY NOT USE THE AI FEATURES.

If there is any conflict between the Agreement and these AI Terms with respect to AI-specific functionality, these AI Terms will control to the extent of such conflict. Except as expressly set forth in these AI Terms, all of the terms and conditions of the Agreement, including all general commercial terms, remain applicable.

1. Definitions.

For purposes of these AI Terms:

  1. “AI Features” means artificial intelligence-enabled functionality made available by Port as part of the Services, including AI agents and other AI-assisted features.
  2. “Input” means Customer Data or other information submitted to the AI Features by or on behalf of Customer.
  3. “Output” means content, suggestions, responses, or other output generated by the AI Features in response to Input.
  4. “Third-Party AI Providers” means third-party providers of artificial intelligence technologies used by Port, including cloud-hosted large language models.
  5. “Customer LLM” means any large language model or AI service, including any API, endpoint, integration, or self-hosted model environment, operated or procured by Customer and connected to the Services using Bring Your Own LLM (“BYOLLM”) functionality.

2. Use of AI Features.

  1. Authorization. By using the Port Platform (unless disabled by Customer within the Port Platform), Customer authorizes Port to utilize the AI Features on Customer’s behalf in accordance with these AI Terms and the Agreement.
  2. No Model Training. Port does not use, and has entered into agreements with Third-Party AI Providers prohibiting them from using, Input to train or improve any foundation models or large language models.
  3. Customer Responsibilities. Customer is solely responsible for: (a) the legality, accuracy, quality and completeness of all Input, including compliance with applicable laws, privacy obligations, and contractual commitments; (b) evaluating, validating, and determining the suitability of all Output before use or reliance; and (c) ensuring that Customer’s use of the AI Features does not involve illegal, unethical, or unauthorized purposes.
  4. Representations and Warranties. Customer represents and warrants that it has obtained, and covenants that it will maintain, all rights, consents, licenses, permissions, and legal bases (including under applicable data protection and privacy laws, where applicable) necessary to provide Input to the AI Features and to permit Port’s processing of such Input in accordance with the Agreement and these AI Terms.
  5. Acknowledgments Regarding Output. Customer acknowledges and agrees that: (a) use of the AI Features is voluntary, and Customer is not required to provide any specific Input; (b) Output is generated based on probabilistic processes and may be inaccurate, incomplete, or non-unique; (c) Port does not guarantee the accuracy, usefulness, safety, or intellectual property status of any Output; and (d) Output does not constitute professional, legal, financial, or other regulated advice.
  6. Ownership and Limited Use of Input/Output.
    1. As between the Parties, Customer retains all right, title, and interest in Output to the extent such rights exist under applicable law. Notwithstanding the foregoing, Output may include or reflect Port’s pre-existing technology, templates, workflows, know-how, or other intellectual property (“Port IP”). Port retains all right, title, and interest in and to any Port IP, and no rights are granted to Customer except as expressly set forth herein. To the extent any Port IP is incorporated in the Output, Port grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use such Port IP solely as necessary to use and benefit from the Output in connection with Customer’s authorized use of the Services.
    2. Customer grants Port a non-exclusive, royalty-free right to use, process, and store Input and Output (a) as necessary to operate, monitor, secure, and troubleshoot the AI Features, and (b) in anonymized and aggregated form, or otherwise in accordance with the parties’ Data Processing Addendum, to develop, enhance, and improve the Services and AI Features, including improving prompts and business processes, enhancing API functionality and user experience, and optimizing system performance. For clarity, (i) Port will not use Input or Output to train or fine-tune any foundation or large language models, and (ii) this license does not apply to data transmitted to or from any Customer LLM under Section 3.
  7. Disclaimers. The AI Features and all Output are provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the Agreement, Port disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of accuracy, merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.
  8. Third-Party AI Providers. Customer acknowledges that Port’s AI Features rely on Third-Party AI Providers and cloud infrastructure providers, which may act as sub-processors in accordance with the Agreement and applicable data protection terms. Port’s current Third-Party AI Providers include, as of the Effective Date, the sub-processors listed below:
    | **Name of Sub-processor** | **Location** | **Description of Processing** | | --------------------------------- | ------------ | -------------------------------------------- | | Microsoft Azure (Azure OpenAI) | US / Europe | Cloud infrastructure and AI-powered features | | Amazon Web Services (AWS Bedrock) | US / Ireland | Cloud infrastructure and AI-powered features |
    The foregoing list is provided for informational purposes only. Port maintain an up-to-date list of its sub-processors (including Third-Party AI Providers) at: https://www.port.io/legal/sub-processors. The list may be updated from time to time in accordance with the MSA, the Data Processing Agreement, and Port’s sub-processor notification and disclosure practices.

3. Bring Your Own LLM.

This Section 3 governs Customer’s use of BYOLLM functionality. Section 2 applies solely to AI Features provided by Port and does not apply to Customer LLMs.

  1. Customer LLM as Third-Party Service. If Customer elects to connect a Customer LLM to the Services, the Customer LLM is a third-party service selected, configured, and controlled solely by Customer.
  2. Port’s Limited Role. With respect to BYOLLM functionality, Port acts solely as a technical conduit for transmitting data to and from the Customer LLM. Port does not control, review, validate, or determine the processing performed by the Customer LLM, and therefore, Port is not responsible for the availability, performance, correctness, suitability, legality, or security of the Customer LLM or any provider thereof.
  3. No Training or Model Improvement. Port does not use Customer LLM Input or Customer LLM output to train or improve any foundation or large language models. Customer acknowledges that any use of such data by the Customer LLM provider is governed solely by Customer’s agreement with that provider.
  4. Allocation of Risk. Customer assumes all risks arising from the Customer LLM and any output generated thereby. Port shall have no liability arising from or relating to Customer LLMs or Customer LLM output.
  5. Indemnification. Customer shall defend, indemnify, and hold harmless Port from and against any claims, damages, liabilities, losses, costs, and expenses, arising out of or related to Customer’s use of any Customer LLM or any output generated thereby.
  6. Customer Responsibilities for BYOLLM. Customer is solely responsible for (i) the selection, configuration, legality, security, and operation of any Customer LLM; (ii) obtaining and maintaining all agreements, consents, licenses, and legal bases required to use the Customer LLM and transmit data to it; (iii) securing all credentials, API keys, and access mechanisms used to connect to the Customer LLM; (iv) compliance with all applicable laws, including data protection, export control, and data residency requirements; and (v) evaluating and validating all Customer LLM output prior to use or reliance.
  7. No Warranties or SLAs. Port makes no representations, warranties, or service level commitments with respect to any Customer LLM or any output generated by a Customer LLM.
  8. Activation Acknowledgment. Enabling BYOLLM functionality constitutes Customer’s acknowledgment and acceptance of this Section. Port may require an affirmative click-through or administrative confirmation as a condition of activation.

4. Alpha/Beta Version Provisions.

For the purposes of these AI Terms, “Alpha/Beta Phase” refers to the period during which certain AI Features are provided as a preliminary version for limited use, subject to ongoing testing and refinement (the “Pre-Release AI Features”), as shall be determined by Port in its sole discretion. During the Alpha/Beta Phase, the following additional provisions shall apply:

  1. Alpha and Beta AI Features. Customer acknowledges and agrees that Port may, at its discretion, make available to Customer the Pre-Release AI Features on an Alpha or Beta basis. The Pre-Release AI Features are provided solely for evaluation and testing purposes and are not intended for production use or reliance in any critical business operations.
  2. Beta Operational Assurance. Port will use commercially reasonable efforts to ensure the functionality and availability of the Pre-Release AI Features during the Alpha/Beta Phase. Customer acknowledges that, due to the alpha/beta nature of the Pre-Release AI Features, Port does not provide any assurance or guarantee regarding the availability, response times, or performance of the Pre-Release AI Features. Any service level agreements or uptime commitments previously provided shall not apply to the Pre-Release AI Features.
  3. Feedback Obligations. The Customer acknowledges that any feedback, ideas, suggestions, or recommendations provided to Port regarding the Pre-Release AI Features, or any component thereof (collectively, “Feedback”) shall be the sole and exclusive property of Port. Customer hereby assigns all rights, title, and interest in and to such Feedback to Port, and agrees that Port shall have the unrestricted right to use, modify, and incorporate such Feedback into its services without any obligation of payment, attribution, or other duty to the Customer.
  4. Limitation of Liability. To the maximum extent permitted by applicable law, Port shall have no liability arising from or related to the Customer’s use of the Pre-Release AI Features, including for any direct, indirect, incidental, special, consequential, or punitive damages. Customer acknowledges and assumes all risks associated with the use of Pre-Release AI Features and expressly waives any claims against Port arising from or related to such use.
  5. Automatic Termination. The provisions related to the Alpha/Beta Phase shall automatically expire and be deemed null and void upon the completion of your participation in the Alpha/Beta Phase, as determined by Port in its sole discretion. Thereafter, if Customer continues to use AI Features, such use shall be governed by the terms of the Agreement and these AI Terms without reference to this section.