Annex C - AI Addendum
This Artificial Intelligence Addendum (“Addendum”) is an integral part of, and is fully incorporated into, the Master Services Agreement or other applicable agreement (“Agreement”) between Lokalise and the Customer. In the event of any conflict between this Addendum and the Agreement, the following order of precedence shall apply: (1) this Addendum, (2) any applicable Data Processing Agreement, (3) the Agreement.
Unless expressly defined otherwise in this Addendum, all capitalized terms shall have the meaning assigned to them in the Agreement or any applicable Data Processing Agreement (DPA), and such definitions shall apply equally to this AI Addendum.
1. Applicability and Scope of the AI Terms
The AI Terms apply only to the AI Features provided to Customer by Lokalise as part of the Services. The AI Terms do not modify the existing Agreement between Lokalise and Customer but expand on the same to address Lokalise’s AI Features specifically, and all existing Agreement terms remain unchanged.
2. Definitions
“AI Feature(s)” means any parts of the Service, including any of Lokalise’s AI tools, that make use of large language models (“LLMs”), generic or customised, or other machine learning (“ML”) and/or artificial intelligence (“AI”) to generate Output, including but not limited to: contextual translation, content suggestions, post-editing tools, scoring of translations and evaluation of translation quality powered by AI..
“Input(s)” means any data, content or materials that Customer submits to Lokalise’s AI Features, such as a document, image, or text, audio file, video file,(including any output parameters, such as aspect ratio, style, etc.) to receive the Output.
“Output(s)” means the resulting translated text,(or its annotation) text effects,, audio file, video file or any other translated content, which is provided to Customer within the Services and/or Lokalise’s AI Features based on the Inputs.
3. Use and Ownership of Input and Output
Lokalise’s AI Features may require you to provide Input, which will be used by Lokalise’s AI Features to generate Output. As between you and Lokalise, and to the extent permitted by applicable law, you retain your ownership rights in Input and you own the Output. To the extent Lokalise engages any third party services to provide you with Lokalise’s AI Features, Lokalise will take reasonable steps to inform you of any restrictions to your ownership in Output as per the mechanism described in section 6 of these AI Addendum, prior to your use of the relevant AI Feature. Due to the nature of AI Features, Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Lokalise to other customers and/or users.
Lokalise may use your Input and Output data to maintain, analyze, and improve the performance of its Services/ AI features. When you use AI features that involve fine-tuning, you grant Lokalise your consent to use your Input and Output data solely for such fine-tuning purposes, which may involve training Lokalise’s custom models or third-party models.
Lokalise will provide you with reasonable means to object to or withdraw your consent. Please note that withdrawing consent may limit or disable your access to certain AI features.
If you consent (or do not object) to Lokalise’s use of Input and Output to improve the AI Features, you grant Lokalise a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use your Input and Output. Lokalise will remove direct identifiers when using Input and Output to improve AI Features consistent with industry standards.
Lokalise does not permit any Customer Data, including Inputs or Outputs, to be used for the training of third-party LLMs. Lokalise takes commercially reasonable steps to ensure that third-party providers do not retain, use, or incorporate Customer Data into their own training processes or model development.
Where technically feasible, Customer shall have the right to designate which third-party model or provider is used in connection with specific AI features. Lokalise will facilitate such selection via configuration options, API settings, or written instructions, as applicable.
4. Warranties and Disclaimers
Lokalise warrants it has the rights to provide its AI Features and that it will comply with applicable AI-related regulations. Lokalise will not be liable for claims arising from the use of AI-generated content unless expressly covered in the Agreement.
LOKALISE DOES NOT ENDORSE NOR GUARANTEE THE OUTPUTS TO BE ACCURATE, COMPLETE, OR CURRENT. AS SUCH, CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO USEFULNESS, APPROPRIATENESS, ACCURACY, FITNESS FOR ITS PURPOSE, AND ANY OTHER QUALITY RELEVANT TO CUSTOMER’S USE CASES AND/OR APPLICATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CONTENT OF THE INPUT AND ITS USE OF OUTPUT. FOR AVOIDANCE OF DOUBT, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY OUTLINED IN THE AGREEMENT ALSO APPLY TO CUSTOMER’S USE OF THE AI FEATURES.
5. Restrictions on Use of AI Features
Customer will ensure that its Inputs and use of the Lokalise AI Features do not violate applicable laws. Further, Customer will not itself and will not permit anyone else to:
- use the AI Features or Inputs or Outputs to infringe upon any third-party rights, including any intellectual property rights,
- use the AI Features or any Inputs or Outputs to develop, train or improve any AI or ML models (separate from authorized use of the Services under the Agreement),
- represent any Output as being an original work or a wholly human-generated work, or as being approved or vetted by Lokalise,
- use the AI Features for automated decision-making or for other processes that have legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws,
- use the AI Features for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical,
- develop foundation models or other large scale models that compete with Lokalise’s AI Features,
- generate spam, or any content for dissemination for illegal activities, or in relation to electoral campaigns at any level of government, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same),
- use the Services in a manner outside the scope of the Agreement.
6. Required Third Party Terms
Lokalise uses technology from third-party providers, including large language models (LLMs), to deliver its AI Features. A current list of such third-party LLM providers and associated terms is available here.
If any of these third-party providers require additional terms to be passed through to the Customer, such terms shall be binding upon Customer and deemed incorporated into this Addendum. Lokalise will notify Customers of material updates to this list or the applicable terms through its website or other reasonable means.
7. Beta Features
The use of any AI Features provided as beta or experimental features shall be governed in accordance with Section 12.2 ("Beta Trials") of the Master Services Agreement (MSA). By using such AI Features, Customer acknowledges and agrees to the terms applicable to Beta Trials as set forth in Section 12.2 of the MSA, including but not limited to disclaimers of warranties, limitations of liability, and the experimental nature of the features. In the event of any inconsistency between the terms of this Addendum and Section 12.2 of the MSA, this Addendum shall prevail.