Ncontracts Artificial Intelligence Services
Terms & Conditions
THESE NCONTRACTS ARTIFICIAL INTELLIGENCE SERVICES TERMS & CONDITIONS (“AI Terms”) SUPPLEMENT THE MASTER SERVICES AGREEMENT BY AND BETWEEN CLIENT AND NCONTRACTS (the “Agreement”) AND ARE INCORPORATED THEREIN BY REFERENCE. All capitalized terms used and not defined in these AI Terms will have the meanings given to them in the Agreement. These AI Terms apply with respect to all Services that incorporate, integrate, or provide Client with access to artificial intelligence tools (each an “AI-Related Service”). Each AI-Related Service shall be governed by the applicable Exhibit in the Agreement as well as these AI Terms, whether or not the Exhibit expressly references these AI Terms. These AI Terms may be revised by Ncontracts from time to time.
1. AI Outputs. As used herein and in the Agreement, “AI Outputs” refers collectively to any content, report, summary, scorecard, or other output created through Client’s use of the AI-Related Services and the related applicable software (as used herein, the “Software”), as derived from the reports, records, content, information, and material that Client or Client’s Authorized Users furnish to Ncontracts (collectively, the “AI Input”) for creation of the AI Output.
2. Artificial Intelligence Functions; Disclaimer. The Software generates AI Outputs through the use of artificial intelligence enhanced technologies and functionalities, including without limitation self-improving models, machine learning software, training improvement models, and/or algorithms. The AI Outputs generated by the Software are derived from the AI Input, furnished to the Software for creation of the AI Outputs as informed, analyzed, and assisted by artificial intelligence. Artificial intelligence functionalities and related mechanisms remain subject to ongoing development. Ncontracts remains committed to improving the Software to increase accuracy, reliability, and safety. Nevertheless, given (i) the dynamic nature of artificial intelligence and its ongoing development, and (ii) that AI Inputs may include inaccurate, incomplete, or irrelevant information, Client acknowledges and agrees that its use of the Software may result in AI Outputs that do not accurately reflect details concerning applicable people, places, or facts. Client’s reliance upon or use of any information obtained through the use of the Software or the AI Outputs is solely at Client’s own risk. Ncontracts is not responsible for the accuracy of any information or content provided to or sent by Client. Client is responsible for verifying the accuracy of all AI Input that Client submits for use with the Software or AI Outputs received through the Software, and/or derived from such AI Outputs. Ncontracts is not responsible for communication malfunctions, failures, or lost, stolen, or otherwise misdirected, transmissions, messages or entries, or the security of any such communications.
When Client uses Ncontracts’ Services (including the Software) and/or the AI Outputs, Client acknowledges and agrees:
- Client is responsible for all AI Input provided for use or analysis by the Software, and that any inaccuracies or incompleteness in the AI Input may affect the reliability of the AI Output.
- AI Outputs may not always be 100% accurate. Client should not rely on any AI Output as a source of truth or 100% factual information, or as a substitute for professional advice or Client’s own judgment.
- Client must evaluate AI Outputs for accuracy, appropriateness, and relevancy before using or sharing AI Outputs from the Software.
- NCONTRACTS EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OF THE AI-RELATED SERVICES OR THE CONTENTS OF THE AI OUTPUTS PREPARED IN CONNECTION THEREWITH. NCONTRACTS IS NOT ENGAGED IN AN INDEPENDENT REVIEW OF THE SUBSTANCE OR ADEQUACY OF ANY AI INPUT TO BE DELIVERED TO NCONTRACTS IN CONNECTION WITH THE SERVICES
IF ANY EXCLUSION, DISCLAIMER, OR OTHER PROVISION CONTAINED IN THE AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND NCONTRACTS OR ONE OF ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL NOT EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO NCONTRACTS UNDER THE EXHIBIT FOR CLIENT’S SUBSCRIPTION TO THE PARTICULAR AI-RELATED SERVICE FROM WHICH THE CLAIM ARISES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM BROUGHT HEREUNDER (IF ANY).
4. Warranties and Disclaimer. CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT’S PROVISION OF AI INPUT, USE OF THE SOFTWARE, AND/OR USE OF THE AI OUTPUTS SHALL BE AT CLIENT’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NCONTRACTS, ITS SUPPLIERS, AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND THE AI OUTPUTS AND CLIENT’S USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TIMELINESS, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. THE SOFTWARE, AI OUTPUTS, AND ALL OTHER CONTENT, ARE PROVIDED “AS AVAILABLE,” “AS IS,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. NCONTRACTS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SOFTWARE AND/OR THE AI OUTPUTS, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES; (2) PERSONAL INJURY OF ANY NATURE WHATSOEVER, RESULTING FROM CLIENT’S ACCESS TO AND/OR USE OF THE SOFTWARE AND/OR THE AI OUTPUTS; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF NCONTRACTS’ OR ITS SUPPLIERS’ SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (4) ANY TRANSMISSION TO OR FROM THE SOFTWARE; AND/OR (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE THROUGH THE ACTIONS OF ANY THIRD PARTY. NEITHER NCONTRACTS NOR ANY OF ITS SUPPLIERS OR AFFILIATES WARRANT THAT (A) THE SOFTWARE AND/OR THE AI OUTPUTS WILL MEET CLIENT’S REQUIREMENTS, (B) THE OPERATION OR AVAILABILITY OF THE SOFTWARE AND/OR THE AI OUTPUTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE SOFTWARE AND/OR THE AI OUTPUTS WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE, OR THAT ERRORS WILL BE CORRECTED. DUE TO THE NATURE OF THE SOFTWARE AND THE AI OUTPUTS AND THE INHERENTLY DYNAMIC NATURE OF ARTIFICIAL INTELLIGENCE, AI OUTPUTS MAY NOT BE UNIQUE TO CLIENT AND OTHER USERS MAY RECEIVE SIMILAR OUTPUTS FROM THE SOFTWARE.
Fair Lending and Non-Discrimination. Ncontracts warrants that it has not knowingly incorporated, and shall not knowingly permit, any bias or proxy variable in the AI-Related Services that would constitute discrimination on a prohibited basis under applicable federal, state, or local laws, including without limitation the Equal Credit Opportunity Act (ECOA), Fair Housing Act (FHA), and applicable fair lending regulations. During the Term of the Agreement, Ncontracts shall implement and maintain controls reasonably designed to prevent the AI-Related Services from producing discriminatory outcomes.
5. IP Ownership. Except as expressly provided for in the Agreement, nothing in the Agreement, any Exhibit, or these AI Terms grants to Client any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Software or the AI Outputs, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, including the Software and the AI Outputs, are and will remain with Ncontracts and its licensors. Subject to the terms of the Agreement, Ncontracts hereby grants Client and Client’s Authorized Users a personal, non-exclusive, revocable, limited, non-transferable, license, without right of sublicense, to use any AI Outputs solely for Client’s own internal business purposes. The AI Outputs are the sole and exclusive property of Ncontracts. The parties hereby agree that the AI Outputs are deemed to be the Confidential Information of Ncontracts and Ncontracts retains all intellectual property rights related thereto. In the event an AI Output (or portion thereof) is determined to not be the sole and exclusive intellectual property of Ncontracts, Client hereby grants Ncontracts an irrevocable, exclusive, royalty-free, worldwide license, together with the right to grant sublicenses, to access and use the AI Output (or portion thereof) on a perpetual basis for any purpose whatsoever.
6. Client Materials. Client grants Ncontracts a non-exclusive, royalty-free, worldwide license to: (i) access and use the Client Materials during the Term of the Exhibit for Client’s subscription to the applicable AI-Related Service as AI Input or as otherwise may be provided to the Software solely to provide the AI-Related Services to Client, and (ii) use the Client Materials on an irrevocable and perpetual basis in connection with improving Ncontracts’ products and services and for its other business purposes, such as testing, monitoring, analyzing, and improving Service performance, developing performance benchmarks, and creating statistical analyses; provided that Ncontracts shall not use such Client Materials to train, improve, enhance, refine, or otherwise modify its general models, algorithms, or AI systems used for other clients of Ncontracts. Personally identifiable information shall be masked, anonymized, or removed prior to any use of the Client Materials beyond the immediate provision of AI-Related Services to Client, except where such information is reasonably necessary for the specific service being provided. For the avoidance of doubt, Client Materials do not include any feedback provided by Client or any request for additional functionality (“Feedback”). As between the parties, Ncontracts is and will remain the sole and exclusive owner of all right, title and interest in and to all Feedback.
7. Restricted Data. The parties agree that Ncontracts’ provision of AI-Related Services, including the Software and the AI Outputs, are not anticipated to involve any access by Ncontracts to: (i) protected health information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and regulations promulgated thereunder (collectively, “HIPAA”); (ii) sensitive personal information, sensitive personal data, or special category data as such terms or similar variants thereof are defined under applicable law; (iii) personal information of a known child as such term is defined under applicable law; or (iv) other categories of information and/or data that may become subject to additional legal requirements (all collectively, “Restricted Data”). In the event Ncontracts accesses, uses, discloses, transmits, or maintains any Restricted Data in a manner that is more than incidental, the parties shall use their good faith efforts to enter into a written agreement that complies with applicable law in regard to such Restricted Data.
8. Force Majeure. In addition to the Force Majeure provision of the Agreement, in the event an act of government or any applicable judicial or other governmental order, regulation, citation, or law prevents either party from performing in accordance with the terms of the Agreement, such nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions prevail; provided, however, that Client may suspend its payment obligations related to any affected Services through the duration of such Services’ interruption.
9. Infringement Indemnity Limitation. Notwithstanding anything to the contrary in the Agreement, in no event shall Ncontracts be liable for Claims against Client based on an allegation that the Software or any AI Output generated by the Software infringes and/or violates any patent, trademark, service mark, copyright, trade secret and/or any other intellectual property right if: (i) Client or Client’s Authorized Users disabled, ignored, or did not use any relevant citation, filtering or safety features or restrictions provided by Ncontracts; (ii) the AI Output was modified, transformed, or used in combination with products, services, or software not provided by or on behalf of Ncontracts; (iii) Client or its Authorized Users did not have the right to use the Client Materials or any AI Input to generate the allegedly infringing AI Output; (iv) the Claim alleges violation of trademark or related rights based on Clients’ or Client’s Authorized Users’ use of AI Output in trade or commerce; or (v) the Claim arises from Client’s breach of the Agreement or these AI Terms.
10. Use Restrictions. Client will not, and will not permit any third-party to, access or use the Software except as expressly permitted by the Agreement. For purposes of clarity and without limiting the generality of the foregoing, except as expressly permitted in the Agreement: Client shall not use or attempt to use (or permit any third-party to use or attempt to use): (i) any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, slow, or monitor any portion of the Software or the AI Outputs, or (ii) the Software or the AI Outputs in conjunction with any machine learning, neural network, deep learning, predictive analytics, or other artificial intelligence engines or otherwise combine or release the Software or any AI Outputs to any machine learning, neural network, deep learning, predictive analytics, or other artificial intelligence engines. Further, Client shall not and shall not permit any third-party to upload or provide access to Restricted Data (as defined below) to or through the Software or the AI Outputs.
11. Indemnification. Client shall indemnify and hold Ncontracts, its suppliers, licensors, and affiliates, and their respective officers, directors, members, managers, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including attorneys’ fees) arising from or related to Client’s or an Authorized User’s use of the Software and/or the AI Outputs, and Client covenants not to sue Ncontracts or its affiliates for any injuries to Client or Client’s customers, members, or clients arising out of or related to Client’s use of the Software and/or the AI Outputs.
12. Testing; Audit. Ncontracts shall conduct testing of the AI-Related Services to identify and remediate disparate treatment, disparate impact, or other prohibited discrimination, as well as to evaluate accuracy, reliability, fairness, bias, and compliance with applicable laws and regulations. Upon Client’s reasonable written request, Ncontracts shall provide to Client, at no additional charge to Client, summaries of Ncontracts then-current test results, to the extent and on the same terms such results are made generally available to Ncontracts’ other clients. Ncontracts shall reasonably cooperate with any regulatory agency with jurisdiction over Client that may request additional documentation or due diligence materials, as necessary in the ordinary course of such agency’s performance of its regulatory responsibilities over Client. During the Term of the applicable Exhibit for Client’s subscription to any AI-Related Service and for a period of two (2) years thereafter, Client shall provide Ncontracts with access, upon reasonable notice, to Client’s books, business records, or other documentation that evidence Client’s use of the Software and/or the AI Outputs in accordance with the Agreement. In the event that an audit reveals failure to comply with the terms of the Agreement, Ncontracts will be entitled to immediately terminate the Agreement and all Exhibits thereunder without further notice or an opportunity to cure. No prorated refund or credit will be issued in the event of early termination of the Agreement or any related Exhibits by Ncontracts pursuant to this Section.
13. Relationship to Other Documents. Depending on the nature of certain Services, additional terms and conditions may be included on the applicable Exhibit concerning such Services. In the event of a conflict between the other terms and conditions of the Agreement and the terms and conditions of these AI Terms, these AI Terms shall control unless the conflicting provision in the Agreement expressly states that the conflicting language therein controls over these AI Terms. In the event of a conflict between these AI Terms and the Privacy Policy, the Privacy Policy shall apply solely with respect to personally identifiable data or information; otherwise, these AI Terms shall apply. For the purpose of clarity, the absence of terms in these AI Terms shall not be construed as conflicting with the Agreement.
Rev. October 2, 2025