Last Updated: October 6, 2023

AI Beta Service Addendum

This AI Beta Service Addendum (“Addendum”) describes the additional terms and conditions that govern the Druva AI Beta Program (“AI Beta Program”) that provides AI-enabled services, features or functionality that are not yet generally available (each an “AI Feature” and collectively, “AI Features”).

This Addendum is incorporated into and forms part of the Master Customer Agreement (“Agreement”) between you and Druva (“Druva”, “we” or “us”), pursuant to which you subscribed to Druva’s Cloud Services. “You” or “your” means you and the organization you represent (“Company”) in accepting this Addendum.

You represent and warrant that: (i) you have read and understand this Addendum; (ii) you have full legal authority to bind your organization to this Addendum and (iii) you agree to this Addendum on behalf of yourself and the organization that you represent (“Customer”). If you do not have such authority or do not agree to these terms, do not access or use Druva’s AI Features. If the terms of this Addendum are considered an offer, acceptance is expressly limited to such terms.

This Addendum is effective on the earlier of the date you click “I accept” or the date you first use or access any AI Feature. Any capitalized terms used but not defined in this Addendum have the meanings set out in the Agreement.

1. Beta Service Terms

The AI Features provided as part of the AI Beta Program are “Beta Services” that are offered by Druva for you to try at your option and at no additional charge. The AI Features are for evaluation purposes only and not for production use, are not generally available or fully supported and are subject to this Addendum.

THE AI FEATURES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. DRUVA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND ASSUMES NO INDEMNITY OBLIGATION OF ANY KIND WITH REGARD TO THE AI FEATURES. DRUVA WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE AI FEATURES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE DRUVA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AI FEATURES IS $1,000 USD.

Druva may suspend or discontinue your use of or access to the AI Beta Program or any AI Feature at any time in its sole discretion and may never make any or all of the AI Features generally available. Your right to access and use an AI Feature will automatically terminate upon the release of a generally available version of the applicable AI Feature or upon notice by Druva.

The AI Beta Program is considered the Confidential Information of Druva and you agree not to disclose any information about, involving, related to or regarding the AI Beta Program, including any AI Features, except as agreed by Druva in writing.

2. Intellectual Property

You agree that, as between you and us, we retain ownership of all legal rights, title and interest in and to the AI Beta Program and the AI Features, including all intellectual property rights, and except for the license provided herein, no other rights or permissions are granted.

3. AI Additional Terms and Conditions

As part of the AI Beta Program, you may provide input to be processed by a Druva AI Feature (“Input”), and receive output generated and returned by a Druva AI Feature based on the Input (“Output).

3.1 Inputs

You are solely responsible for content that you submit to the AI Features (i.e., “Inputs”). You must not submit any Inputs that violate the intellectual property rights of third parties, applicable law, the Agreement, or this Addendum.

If you use AI Features to process personal information, then you must comply with all applicable data privacy laws and regulations, including providing privacy notices and obtaining consent, where required.

You must not submit “Protected Health Information,” as defined by HIPAA, as Inputs to AI Features. As used in this paragraph, HIPAA refers to the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act of 2009 and the regulations promulgated thereunder, as amended from time to time.

3.2 Outputs

You are solely responsible for your creation and use of the Outputs, and for ensuring your use of the Outputs: (i) does not violate or infringe a third party’s intellectual property rights, (ii) does not violate applicable law, and (iii) is not in breach of the Agreement or this Addendum.

You acknowledge that Outputs provided to you may be similar or identical to Outputs independently provided by an AI Feature to others. (“Similar Content”). Similar Content is not owned by Customer nor is it Customer Confidential Information.

Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by Druva. All Outputs are provided strictly “AS IS”. Druva does not represent or warrant that (a) Output does not incorporate or reflect third-party content or materials or (b) Output will not infringe third-party rights, including without limitation privacy and intellectual property rights. Customer should independently review and verify all Outputs as to appropriateness for any or all Customer use cases or applications.

3.3 Usage Restrictions.

You will not use any AI Feature for any of the following: (i) to generate material that would violate the terms of Druva’s, or its Technology Providers, use restrictions, policies or codes of conduct; (ii) to generate content that may harm or promote others; (iii) to generate content intended to misinform, misrepresent or mislead; (iv) to generate, transmit, or otherwise manage fake or intentionally misleading training data for any AI system; or (v) to reverse engineer AI outputs in order to generate underlying information, including without limitation training data for training of artificial intelligence or machine learning systems.

4. Technology Providers and Data Privacy

Druva’s AI Features use technology provided by Microsoft Azure AI and/or Amazon Bedrock (“Technology Providers”). Amazon and Microsoft may serve as sub-processors for the provision of AI Features (“Sub-processors”) as defined in the applicable agreements between Druva and you. By utilizing AI Features, you consent to Druva’s use of Sub-processors, with processing activities taking place in the United States. To the extent your Input contains personal data, you instruct Druva to process personal data for the additional purpose of providing the Druva AI functionality and Output.

5. Indemnity

You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of AI Features, including your Inputs, and your breach of this Addendum or violation of applicable law.

6. Order of Precedence

In the event of any conflict or inconsistency between this Addendum and the Agreement or, if applicable, an order form governed by the Agreement (an “Ordering Document”), this Addendum shall prevail with respect to the Beta Services, unless otherwise explicitly specified in an Ordering Document.

7. Modifications

Druva reserves the right to modify the terms and conditions of this Addendum from time to time, by posting the modified terms on the Druva website, in the Cloud Services console or by sending an email to the email address(es) associated with your organization’s account. Any updated version of these terms shall become effective as of the date in the post or notice, as applicable, and will supersede all prior versions. Your continued use of the Cloud Services after the effective date, will constitute your acceptance of such updated terms and no separate notice will be required.

8. Feedback

You or your Company’s Authorized Users may provide Druva with information relating to your access, use, testing, or evaluation of the AI Beta Program and/or any AI Features, including observations or information regarding the performance, features, and functionality of Druva AI (“Feedback”). You grant Druva and its assigns on behalf of yourself and your Company a perpetual, worldwide, transferable, sublicensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, disclose, create derivative works from, distribute, commercialize and display the Feedback in any manner and for any purpose, in any media, software, or technology of any kind now existing or developed in the future. Druva shall have the right to use the Feedback in any manner for its own purposes. Feedback will not be considered Customer’s Confidential Information or its trade secret.