THIRD PARTY ARTIFICIAL INTELLIGENCE ENABLED SEARCH SERVICES ADDENDUM
to the
SHIPT TERMS OF SERVICE
Version Date: August 21, 2023
This Third Party Artificial Intelligence Enabled Search Services Addendum (“Addendum”) is subject to, and made a part of, the Terms; and sets forth the terms and conditions under which certain Artificial Intelligence Enabled Search (“AI Search“) Services shall be made available to you. Capitalized terms used but not defined herein shall have the meanings given to them in the Terms. You agree that a printed version of this Addendum shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records.
PLEASE READ THIS ADDENDUM CAREFULLY BEFORE USING THE RECIPE SERVICES. BY USING THE RECIPE SERVICES, YOU REPRESENT AND WARRANT THAT:
1. YOU ARE 18 YEARS OF AGE OR OLDER, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE TERMS.
2. YOU WILL NOT ENTER PERSONALLY IDENTIFIABLE INFORMATION INTO THE RECIPE SERVICES
3. YOU ACKNOWLEDGE AND ACCEPT THAT THE RECIPE SERVICE UTILIZES A THIRD PARTY ARTIFICAL INTELLIGENCE AND UNDERSTAND THE LIMITATIONS THEREOF AS FURTHER ADDRESSED IN SECTION 5(B).
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE RECIPE SERVICES.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SHIPT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING ARBITRATION.
1. GENERAL
(a) In addition to the Shipt Privacy Notice, it is your responsibility to read the terms and conditions and/or privacy policies applicable to the AI Search Services or any other third party services before using them. The AI Search Services are made available only as a convenience, and your purchase, access or use of the AI Search Services is a relationship solely between you and the applicable third party services provider (“Third Party Provider”). In using any AI Search Services, you grant us permission to share your Content, allow the applicable Third Party Provider to access your Content and to take any other actions as required for the interoperation of the Third Party Service with the Site, including processing your requests to the Third Party Provider on your behalf. Shipt is not responsible for any disclosure, modification or deletion of your Content, or for any corresponding losses or damages you may suffer, as a result of access by a third party service or a Third Party Provider to your Content. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Shipt is not obligated to intervene in any dispute arising between you and a Third Party Provider.
(b) Shipt currently utilizes the Third Party Service, ChatGPT, as part of the AI Search Services. This Third Party Service is owned and operated by OpenAI, L.L.C. or its affiliates. Content you enter into the AI Search Services is shared with ChatGPT. By using the AI Search Services you agree the following third party policies apply with respect to your use of ChatGPT, and you agree to be bound by these policies (the “Policies”):
i. ChatGPT Terms of Use (https://openai.com/policies/terms-of-use)
ii. ChatGPT Privacy Policy (https://openai.com/policies/privacy-policy)
iii. ChatGPT Usage Policies (https://openai.com/policies/usage-policies)
iv. ChatGPT API Data Usage Policies (https://openai.com/policies/api-data-usage-policies)
v. ChatGPT Service Terms (https://openai.com/policies/service-terms)
Such other policies as may be posted from time to time on ChatGPT through its policies page (https://openai.com/policies)
(c) “Personal Information” means any information that relates to or may be used to identify a particular individual or household. You agree that you will not enter any Personal Information into the AI Search Services.
2. LICENSE TERMS AND USE RESTRICTIONS
(a) Provided that you comply with this Addendum and the Terms, Shipt grants you a limited, revocable, nonexclusive, non-assignable, non-sublicensable license and right to access the AI Search Services, through use of the Site solely for the proper purposes set forth in this Addendum. You acknowledge that the AI Search Services are proprietary to and confidential property of the Third Party Provider and Shipt. Unauthorized access to, use of or distribution of the AI Search Services is in violation of state and/or federal statutes as well as this Addendum, and may be in violation of the Policies.
(b) You must be 18 or older to use the AI Search Services. You represent and warrant that you meet the eligibility requirements set forth in the Terms and the Addendum, and that any information you provide in your use of the AI Search Services is accurate, complete, true, correct, and current. You understand and acknowledge that the Third Party Provider may rely on the accuracy and completeness of the information provided by you to provide the AI Search Services, and any inaccuracies or omissions may negatively impact the quality and effectiveness thereof.
(c) In addition to the use restrictions set forth in the Terms, in using the AI Search Services, you shall not: (i) use the AI SearchServices in any manner that is unlawful; (ii) sell, rent, license or otherwise use the AI SearchServices for any purpose other than as expressly authorized under this Addendum; (iii) upload or otherwise transmit on or through the AI Search Services content that is subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the AI Search Services; (iv) modify the AI Search Services in any way; (v) interrupt or attempt to interrupt the operation of the Site or of the AI Search Services; (vi) gain unauthorized access to the AI Search Services or any portion thereof; (vii) knowingly transmit or upload to the AI Search Services any item containing or embodying any virus, worm, defect, trojan horse, software bomb, or other harmful or malicious code or feature that does damage to or could interfere with, or degrade the AI Search Services or the IT infrastructure used to operate the AI Search Services, third party services or any other Shipt services or the Site; (viii) reverse engineer, decompile, or otherwise attempt to secure the source code for all or any part of the AI Search Services; (ix) use output from the AI Search Services to develop models that compete with Shipt or the Third Party Provider; (x) except as permitted by this Addendum, use any automated or programmatic method to extract data or output from the Site or AI Search Services, including scraping, web harvesting, or web data extraction; (xi) represent that output from the AI Search Services was human-generated when it is not; (xii) provide any personal information, including that of children under the age of 13 or the applicable age of digital consent; (xiii) use the AI Search Services in a manner that infringes, misappropriates, or violates any other party’s rights; or (xiv) use the AI Search Services for any high-risk activities where the use or failure of the Site or AI SearchServices could lead to unsafe circumstances, physical harm, death, or environmental damage.
SHIPT RESERVES THE RIGHT TO PROHIBIT ACCESS TO THE AI SEARCH SERVICES TO ANYONE SHIPT DETERMINES TO BE VIOLATING OR ATTEMPTING TO VIOLATE THESE TERMS.
3. TERMINATION, SUSPENSION, OR REMOVAL
In addition to and in no way limiting Shipt’s rights to terminate or suspend your access to the Site as described in the Terms:
(a) Shipt may suspend or terminate your access to the AI Search Services, or may terminate provision of the AI Search Services or any portion thereof, for any or no reason at any time, with or without notice to you. Shipt reserves the right to monitor, audit, and/or remove Content, data, or information shared via the AI Search Services.
(b) Your license to use the AI Search Services, as set forth in Section 2(a) terminates immediately upon our suspension or termination. If your account or information is terminated, suspended, cancelled, or removed, you will have no further access to your account, content, or anything associated with it.
(c) Your license to use the AI Search Services, as set forth in Section 2(a) shall terminate automatically should your use be in violation of this Addendum.
(d) YOU AGREE THAT SHIPT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION, CHANGE, DISCONTINUANCE, OR REMOVAL.
4. PROPRIETARY INFORMATION
(a) Without limiting Shipt’s rights set forth in the Terms related to the Site, the AI Search Services, and other information made available to you by the AI Search Services and through the use of the AI Search Services and all copyrights, patents, trade secrets and other proprietary rights related thereto, are owned by Shipt or the applicable Third Party Provider, and may be protected by U.S. and international copyright laws and treaties, patent, trademark, trade secret, and other intellectual property or proprietary rights laws.
(b) Notwithstanding anything to the contrary in the Terms, as a user of the AI Search Services, you may provide input to the AI Search Services (“Input”), and receive output generated and returned by the Site based on the Input (“Output”). As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with the terms and conditions applicable to the AI Search Services, Shipt or the Third Party Provider, as applicable, hereby assigns to you all its rights, title and interest in and to Output. Shipt or the Third Party Provider may use Input or Output to provide and maintain the Site, or the AI Search Services, comply with applicable law, and enforce its policies, including the Policies. You are solely responsible for Content, Inputs, and Outputs, including for ensuring that it
does not violate any applicable law or this Addendum.
(c) Shipt welcomes your feedback, ideas and suggestions (collectively, “Suggestions”). Notwithstanding anything to the contrary in the Terms, if you provide Suggestions, Shipt or the Third Party Provider may use them without restriction or compensation to you.
5. SHIPT WARRANTIES & DISCLAIMERS
This Section 5 is in addition to, and in no way limiting, the “Warranty Disclaimer” section of the Terms.
(a) We do not provide any warranties or make representations to you with respect to AI Search Services. You acknowledge that Shipt has no control over AI Search Services and will not be responsible or liable to you or anyone else for such AI Search Services. The availability of AI Search Services on Shipt’s Site, or the integration or enabling of such AI Search Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Shipt. Shipt does not guarantee the availability of AI Search Services and you acknowledge that Shipt may disable access to any AI Search Services at any time in its sole discretion and without notice to you. Shipt is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, the AI Search Services. We reserve the right to limit, in our sole discretion, the provision and quantity of the AI Search Services in part or in whole to any person or geographic area. You acknowledge that if you choose to access the AI Search Services outside of the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Shipt strongly recommends that you seek specialist advice before using or relying on AI Search Services, to ensure they will meet your needs.
(b) The AI Search Services may utilize artificial intelligence (“AI”) technology. You acknowledge that the use of AI may have certain limitations, including but not limited to accuracy, privacy, and transparency. We do not provide any warranties or make any representations as to the accuracy, reliability, or efficacy of the Output or materials provided by AI. Shipt shall not be responsible for any such limitations or their impact on you. By using the AI Search Services, you agree that Shipt shall not be liable for any damages arising from the use of AI technology.
YOU UTILIZE THE AI SEARCH SERVICES AND ANY OF THE CONTENT INCLUDED THEREON SOLELY AT YOUR OWN RISK, TO THE EXTENT PERMITTED BY APPLICABLE LAW. SHIPT DISCLAIMS ALL LIABILITY WITH RESPECT TO YOUR RELATIONSHIP WITH THE THIRD PARTY PROVIDER, THE AI SEARCH SERVICES, AND ANY OUTPUT CREATED THROUGH USE OF THE AI SEARCH SERVICES.
6. LIMITATION OF LIABILITY
(a) REFERENCES TO THE SITE IN THE “LIMITATION OF LIABILITY” SECTION OF THE TERMS INCLUDES USE OF THE AI SEARCH SERVICES ON THE SITE. UNDER NO CIRCUMSTANCES WILL SHIPT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM ANY AI SEARCH SERVICES OR YOUR CONTRACTUAL RELATIONSHIP WITH ANY THIRD PARTY PROVIDER. THESE LIMITATIONS WILL APPLY EVEN IF SHIPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN THE EVENT OF ANY PROBLEM WITH THE AI SEARCH SERVICES YOU AGREE THAT YOUR SOLE REMEDY AS BETWEEN YOU AND SHIPT IS TO CEASE USING THE AI SEARCH SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN YOU AND SHIPT.
(c) BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. HOWEVER, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE AI SEARCH SERVICES OR THIS ADDENDUM MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.
7. SECURITY PROCEDURES
The Internet is an open system and there is no absolute guarantee that the information you have retrieved or provided will not be intercepted by others and decrypted and you assume that risk in accessing the AI Search Services. You understand that Shipt does not guarantee that your use of the AI Search Services and/or information provided by you will be private or secure, and SHIPT IS NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY LACK OF PRIVACY OR SECURITY YOU MAY EXPERIENCE. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the AI Search Services.
8. INDEMNIFICATION
In addition to, and in no way limiting, the “Indemnification” section of the Terms, you agree to indemnify, defend and hold harmless Shipt, its officers, directors, employees, agents, licensors and suppliers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your use of or access to the AI Search Services, or your relationship with a Third Party Provider.
9. SEVERABILITY AND ENTIRE AGREEMENT
If any provision of this Addendum shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected. This Addendum, along with the Terms and any rules, guidelines or policies published in the Site constitute the entire agreement between you and Shipt with respect to Shipt’s services, and supersede all prior or contemporaneous understandings or agreements, whether written or oral, regarding Shipt’s services.
10. DISPUTE RESOLUTION
For the avoidance of doubt, disputes related to this Addendum are subject to the “Mutual Arbitration Provision”, “Class Action Waiver”, “Private Attorney General Action Waiver”, “Applicable Rules of Arbitration”, and “Your Right to Opt Out of this Mutual Arbitration Provision” sections of the Terms.
11. CONFLICTS
In the case of a conflict between the terms and conditions contained in any documents referenced in this addendum that is not expressly resolved in those documents, expressly with respect to the AI Search Services, their terms will control in the following order of descending priority: (a) the Policies; then (b) this Addendum; then (c) the Terms.
12. SURVIVAL
In the event of any termination or expiration of the Terms or this Addendum, accrued obligations and all provisions that, by their nature, should survive, shall survive termination, including, without limitation, Sections 3, 4, 5, 6, 8, and 10.