AI Terms

The Martus Software includes, and Martus may from time to time make available, artificial-intelligence and machine-learning features, including automated assistants, chatbots, and agents that operate within or alongside the Martus Software (collectively, the “AI Features”). AI Features may assist Client and its authorized users in accessing, operating, and learning the Martus Software; generate summaries, forecasts, analyses, and other content or recommendations; answer questions; and support or automate tasks. The AI Features are part of the Martus Software and related services and are subject to this Agreement.

Some or all of the AI Features may be enabled by or provided through third-party artificial-intelligence models, platforms, and service providers. Where the AI Features rely on such services, Client’s inputs and related data may be processed by those providers subject to the applicable third-party terms. The current list of Martus Subprocessors is set forth at https://www.martussolutions.com/subprocessors. Martus makes no representations or warranties on behalf of any third-party provider, no such provider has any liability to Client under this Agreement, and Martus is responsible for the AI Features only to the extent expressly set forth in this Agreement. If Client chooses to use the Model Context Protocol (MCP) to access or extract its data, Martus shall have no further liability for breach of confidentiality with respect to such data.

The AI Features use probabilistic and generative technologies, and their output is inherently variable and may be inaccurate, incomplete, out of date, or unsuitable for a particular purpose, and may not reflect Client’s actual data. Output of the AI Features does not constitute accounting, financial, tax, legal, or other professional advice and is not a substitute for the independent judgment of Client and its qualified professionals. Client is solely responsible for reviewing and verifying AI Features output before relying on or using it, and for any decisions made or actions taken based on it.

Notwithstanding anything to the contrary in the “Confidentiality” Section, Martus may collect, generate, and use usage data, telemetry, and other data derived from Client’s and its authorized users’ access to and use of the Martus Software and the AI Features, together with de-identified and/or aggregated data, to operate, secure, support, develop, train, test, and improve the Martus Software, the AI Features, and Martus’ other products, services, and models, provided that any data used for training or product-improvement purposes is maintained in de-identified and/or aggregated form that does not identify Client, its authorized users, or any individual.

Martus will not use Client’s identifiable Client data to train generative or machine-learning models except as reasonably necessary to provide the services to Client or with Client’s prior written consent. Any aggregated data created under this Section is Martus Intellectual Property.

As used in this Agreement, “De-identified Data” means data that has been processed to remove, obscure, or aggregate direct and indirect identifiers such that it does not identify, and cannot reasonably be used, alone or in combination with other information reasonably available to Martus, to identify Client, any authorized user, or any other individual; and “Aggregated Data” means data that has been combined or summarized across multiple clients, users, or events so that it describes groups and does not identify, and cannot reasonably be used to identify, Client or any individual.

With respect to any De-identified Data and Aggregated Data, Martus will (i) use commercially reasonable measures to de-identify or aggregate the data and to prevent its re-identification; (ii) not attempt, and not permit any third party, to re-identify the data or to associate it with Client, any authorized user, or any other individual; (iii) maintain the data only in de-identified or aggregated form and not combine it with other information in a manner that could reasonably identify Client or any individual; and (iv) contractually require any service provider or other third party that receives such data from Martus to comply with restrictions at least as protective as those set forth in this Section.

Client will, and will ensure that its authorized users will, use the AI Features only in accordance with this Agreement, the applicable documentation, and applicable law. Client will not (a) use the AI Features to develop, train, or improve any competing model, product, or service, or to reverse engineer or discover the underlying models, weights, or algorithms; (b) input any data that Client does not have the right to provide or that is unlawful, infringing, or otherwise prohibited from disclosure; or (c) use the AI Features for any high-risk purpose in which inaccurate output could lead to death, personal injury, or serious property, financial, or environmental harm. Client is responsible for its inputs to and use of output from the AI Features, and for providing any notices to and obtaining any consents from its authorized users and other individuals required under applicable law, including applicable United States and Australian privacy and data protection laws, South African privacy laws (such as the Protection of Personal Information Act (POPIA)) and Canadian privacy and data-protection laws (such as, in Canada, the Personal Information Protection and Electronic Documents Act).

THE AI FEATURES AND ALL OUTPUT GENERATED BY THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE NOT COVERED BY THE LIMITED WARRANTIES IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTUS DISCLAIMS ALL WARRANTIES REGARDING THE AI FEATURES AND THEIR OUTPUT, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE WARRANTY DISCLAIMERS AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THE “WARRANTY, LIMITATIONS AND CONDITIONS” SECTION APPLY FULLY TO THE AI FEATURES AND THEIR OUTPUT, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTUS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO CLIENT’S OR ANY USER’S RELIANCE ON OR USE OF THE AI FEATURES OR THEIR OUTPUT.