Torq AI Terms
These additional Torq AI Terms (“Torq AI Terms”) form part of the Torq Technologies Master Service Agreement (“Agreement”) and apply to your elected use of any Torq AI feature or functionality made available as part of our Services. Capitalized terms used below not defined herein will have the meaning set forth in the Agreement. In the event of a conflict with the Agreement and these Torq AI Terms, the Torq AI Terms will prevail in respect of Torq AI.
For the purposes herein, “Torq AI” means any feature or functionality made available by Torq from time to time that utilizes artificial intelligence models provided by third party providers (“Third Party Model Providers”), all as further set out in the Documentation.
1. Description of Torq AI. Torq AI includes the following features and functionalities:
– Torq Hyperautomation™ includes AI features to assist users in building workflows, such as AI Workflow Builder, AI Code Completion and AI Data Transformation.
– Torq HyperSOC™, our case management module built on Torq Hyperautomation, includes Torq’s Socrates AI Analyst and AI case summary.
For further information on the above, please refer to our Documentation.
2. Input and Output. You may submit certain data, content or information to Torq AI for processing (“Input”) and receive results generated by Torq AI based on the Input (“Output”). Input and Output will be deemed Customer Data as defined under the Agreement, and will be subject to the rights, restrictions and obligations applicable thereto as set forth in the Agreement. You hereby represent and warrant that you have all rights, licenses, permissions, power and/or authority required to provide Input to the Torq AI. You will be solely responsible for all Input and use of Output, including using independent human review to evaluate the accuracy and appropriateness of the Output for your use case. You acknowledge that due to the nature of machine learning and the technology powering Torq AI, Output may not be unique to you and that Torq AI may generate the same or similar output for third parties. You acknowledge that you have no right, title or interest in or to any such similar third parties’ outputs or results.
3. Third Party Model Provider. Torq engages Third Party Model Providers as set forth in our Sub-processor List, as may be updated from time to time. You agree that Third Party Model Providers may use Input and Output as necessary to provide Torq AI, comply with applicable laws, and enforce respective policies. You further agree to use Torq AI in accordance with the policies of each Third Party Model Provider, as follows:
– Microsoft Azure OpenAI: https://learn.microsoft.com/en-us/legal/cognitive-services/openai/code-of-conduct
– Google Vertex AI: https://policies.google.com/terms/generative-ai/use-policy
4. Processing of Personal Data. When using Torq AI, Third Party Model Providers act as Sub-processors of Personal Data, including Personal Data that may be contained in any Input. All such processing activities will be governed by the DPA in place between you and Torq.
5. No Training of AI Models. We do not use any Customer Data, nor permit others to use Customer Data to train any model used to provide Torq AI.
6. Use Restrictions. In addition to your obligations and restrictions pertaining to your use of the Services under the Agreement, you will not, nor allow any Permitted User or any third party to, directly or indirectly: (a) use Torq AI in any way to develop any models or any product or service which is the same as, substantially similar to or otherwise competitive with Torq AI or the Services; (b) mislead any person that any Output was solely human generated; (c) discover, extract or attempt to discover or extract the underlying components of Torq AI, or use web scraping or other data extraction methods to extract data from Torq AI; (d) use Torq AI in a manner which violates any technical documentation, usage guidelines or other parameters (including our Acceptable Use Policy and usage policies of Third Party Model Providers), or which bypasses any protective measures; and/or (e) use Torq AI to violate or infringe any third party rights or any applicable laws, including but not limited to privacy rights, intellectual property rights, and sanctions and export control laws.
7. NO WARRANTIES. TORQ DISCLAIMS ALL WARRANTIES REGARDING TORQ AI, ITS FEATURES, FUNCTIONALITIES, OUTPUT AND/OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TORQ AI. TORQ AI IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND ״AS AVAILABLE״, WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND TORQ EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OR REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUALITY, COMPLETENESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY AND PERFORMANCE. TORQ DOES NOT WARRANT OR REPRESENT THAT TORQ AI AND/OR OUTPUT WILL BE UNINTERRUPTED, ERROR OR BUG FREE, NON-OFFENSIVE, NON-INFRINGING, NON-HARMFUL ACCURATE, LAWFUL OR APPROPRIATE. YOUR USE OF AND RELIANCE UPON TORQ AI, THE OUTPUT AND/OR ANY RESULTS THEREOF ARE ENTIRELY AT YOUR OWN DISCRETION AND RISK, AND TORQ AND ITS LICENSORS WILL HAVE NO LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
8. Indemnification. In addition to any indemnification obligation under the Agreement, you agree to indemnify, defend, and hold Torq and our affiliates harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a claim of any third party related to (a) your use of Torq AI in violation of these Torq AI Terms (including policies of Third Party Model Providers); or (b) your Input. Any limitation of liability provisions in the Agreement will not apply to the foregoing indemnification obligations.
9. Usage and Payment. Your use of Torq AI may be subject to certain usage limitations. We reserve the right to monitor your use of Torq AI and limit or suspend your usage of Torq AI if we believe that your usage is surpassing these usage limitations. If additional payment is due following the use of Torq AI, such payment will be in accordance with the Order Form agreed between you and Torq.
10. Service Levels Not Applicable. Notwithstanding anything in the Agreement, any downtime of Torq AI that results from a failure of a Third Party Model Provider will not be deemed Unscheduled Downtime for the purpose of calculating Actual Availability, as set forth in the SLA.
11. Pre-Released Services. If Torq AI is made available as a pre-released service, your use thereof will be governed by the pre-released service terms in the Agreement, or if there are no such terms in the Agreement, in accordance with the pre-released service terms set forth in Torq’s Master Service Agreement available at https://torq.io/legal/msa/.
12. Changes to Torq AI. You acknowledge that due to the uncertain and evolving nature of technologies powering Torq AI, we may change existing Torq AI capabilities, provided that such changes do not materially downgrade the functionality of existing Torq AI. In addition, Torq may introduce new Torq AI features and functionalities from time to time, advance notice of which will be given to you.
13. Miscellaneous. Torq may modify these Torq AI Terms by providing you with reasonable notice, including by posting the update on our website. If, at our sole judgment, an update to these Torq AI Terms materially impacts your rights or obligations, we will provide at least thirty (30) days’ prior notice, unless required otherwise by law. Any other updates to these Torq AI Terms will be effective on the date that we post the updated Torq AI Terms on our website. By continuing to access and use Torq AI after the updated version of the Torq AI Terms is posted, you agree to comply with the latest terms.
