AI ADDENDUM TO THE
TRUOI SOFTWARE LICENSING AGREEMENT

This Addendum (the “Addendum”) to the TruOI Software Licensing Agreement (the “Agreement”) by and between TruOI and the Licensee, as defined in the Agreement is entered into by both parties as follows. The parties agree as follows:

All capitalized terms not defined herein shall have their respective meanings as set forth in the Agreement.

Notwithstanding any provision to the contrary in the Agreement, the terms and conditions set forth in this Addendum shall be deemed to be incorporated herein by reference and shall form an integral part of the Agreement. In the event of any conflict or inconsistency between the terms of the Agreement and the Addendum, the terms of the Addendum shall prevail solely with respect to the subject matter addressed therein.

“Data Transmission and Analysis by Third Party”

  1. The Licensee acknowledges and agrees that the TruOI Software may transmit certain data, including but not limited to text, images, database schema or other content (“Client Data”), to OpenAI servers for the purpose of analysis and processing using artificial intelligence technologies.
  2. The Licensee hereby grants OpenAI a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display the Client Data solely for the purpose of providing analysis and processing services to the Licensee through the TruOI Software.
  3. The Licensee represents and warrants that it has obtained all necessary rights, consents, and permissions to provide the Client Data to OpenAI and to grant the license set forth in this clause.
  4. OpenAI agrees to use commercially reasonable efforts to maintain the confidentiality and security of the Client Data transmitted to its servers, and to only use the Client Data in accordance with the terms of this Agreement and applicable law.
  5. The Licensee acknowledges and agrees that OpenAI or TruOI may use aggregated and anonymized data derived from the analysis of Client Data for the purpose of improving its services, conducting research, and developing new technologies.
  6. The Licensee agrees to indemnify, defend, and hold harmless OpenAI and TruOI, their affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any breach of the representations, warranties, or obligations set forth in this clause.
  7. This clause shall survive the termination or expiration of this Agreement for any reason.

By continuing to use the TruOI Software, the Licensee acknowledges and agrees to the terms of this Addendum regarding the transmission and analysis of Client Data by OpenAI and TruOI.

This Addendum was last updated on and made effective from May 15, 2024.