This Addendum is entered into by and between Frontify AG (“Frontify”, “we”, “us”) and the customer (“Customer”, “you”), and is expressly incorporated into the Agreement. Capitalised terms not defined herein shall have the meanings set forth in the Agreement.
In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail, with respect to the provision of AI Features by Frontify or to the extent necessary to comply with the EU AI Act.
1. Definitions
For the purpose of this Addendum:
“AI Features” means optional artificial intelligence or machine learning functionalities made available within the Frontify Services that are developed or licensed directly by Frontify, and exclude any Third-Party AI Services.
“Third-Party AI Services” means independent third-party artificial intelligence or machine learning services, models, tools, integrations, or functionalities not developed or licensed by Frontify, that are made available within or interoperate with the Frontify Services.
2. Scope
Frontify offers and may enable access to optional AI Features, which the Customer may disable at any time. Such AI Features are operated in accordance with the principles of the Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonized rules on artificial intelligence (the “EU AI Act”), including transparency, human oversight, robustness, risk management, and data governance. The Frontify Services do not include any high-risk AI systems as defined by the EU AI Act. For the avoidance of doubt, this Addendum applies only to AI Features and does not apply to any Third-Party AI Services, which remain subject to the terms of the Agreement and/or the respective third-party provider.
3. Governance and Compliance
Frontify carries out risk-classification assessments of each AI Feature in line with the EU AI Act, maintaining relevant documentation and monitoring their use and performance.
Customer Data processed through the AI Features will be handled in accordance with the Agreement and applicable AI and data protection laws. Frontify will not use identifiable Customer Data to train AI Features made available to other customers without the explicit consent of the Customer.
Frontify will only integrate or use AI models whose licensing terms permit enterprise commercial use and, where applicable, exercise reasonable commercial efforts to comply with applicable export control laws.
4. Customer’s Responsibilities
Customer shall and will ensure that its Users use the AI Features responsibly, ethically and in accordance with the Agreement, this Addendum, and all applicable laws and regulations, including AI and data protection laws.
Customer is solely responsible for the legality, accuracy, and suitability of data it provides to the AI Features (“Input”), and for validating any AI-generated output (“Output”) before relying on it.
Where Outputs are marked or labelled as artificially generated or manipulated (including via machine-readable markings), Customer warrants that its Users shall not remove, alter, obscure or otherwise tamper with such markings in any way, except where permitted by applicable law.
AI Features and any associated technologies, including Outputs, may be subject to export control laws, dual-use regulations, and other international restrictions. Customer shall not export, re-export, transfer, or make available AI Features or any Output in violation of applicable export control, sanctions, or national security laws. Customer remains solely responsible for compliance with all cross-border restrictions arising from its use of AI Features.
Subject to the indemnification obligations and the limitations of liability under the Agreement, Customer shall indemnify and hold harmless Frontify from and against any third-party claims arising from Customer’s breach of this section.
5. Transparency & Human Oversight
Frontify will maintain transparency regarding the general functioning and limitations of its AI Features and ensure human oversight in their design and quality assurance. Users will be clearly informed at the time of first interaction with any AI Feature that they are interacting with an AI system, unless this is obvious from the context of use. Customer acknowledges that Outputs may include inaccuracies or probabilistic results, and are not designed to, and should not be used without appropriate human review.
Where Frontify is considered a “provider of AI systems” under Art. 50 (2) of the EU AI Act, Frontify commits to comply with the transparency obligations as described in this article in order to ensure effectiveness, interoperability, robustness and reliability as far as this is technically feasible, taking into account the specificities and limitations of various types of content, the costs of implementation and the generally acknowledged state of the art, as may be reflected in relevant technical standards.
Frontify shall take appropriate and necessary measures to ensure to its best extent, that all persons involved in the deployment of the AI Features have a sufficient level of AI literacy in accordance with the requirements of Art. 4 of the EU AI Act.
6. Disclaimer
The Parties agree that the AI Features are provided “as-is”. Frontify makes no representation or warranties express or implied in respect to the AI Features or the Output, including any warranty that the Outputs are fit for any particular purpose, complete, legal, error-free, unique, or free of third-party intellectual property rights.
For the avoidance of doubt, any claims alleging infringement or misappropriation of third-party intellectual property rights arising from or relating to the Output are excluded from any intellectual property indemnification obligations of Frontify under the Agreement.
Notwithstanding anything to the contrary, and except required by applicable law, Frontify shall not be responsible or liable for any damages arising from the use of AI-generated Output, including inaccuracies, incompleteness, or errors in such Output, or from the Customer’s reliance thereon. To the extent that any liability in connection with the AI Features cannot be excluded under applicable law, Frontify's liability, taken together in the aggregate, arising out of, or related to this addendum, whether in contract, tort, or under any other theory of liability, shall be subject to the limitation of liability set forth in the Agreement.
7. Intellectual Property
Frontify and/or its third party AI technology provider shall own and retain all right, title, and interest, including any intellectual property rights, without limitation, in and to the AI Features, underlying models, algorithms, and related documentation. For the avoidance of doubt, the intellectual property of Frontify shall not include any Customer Data.
The Customer shall retain all rights, title, and interest in and to Customer Data and any content provided by Customer as input to the AI Features. To the extent permitted by applicable law and any third-party AI technology provider used for the provision of the AI Features, any outputs generated by the AI Features based on those Inputs are retained by the Customer. Notwithstanding the foregoing, Customer acknowledges, understands, and agrees that due to the nature of machine learning and the technology powering AI Features, an Output may not be unique, and the AI Feature may generate identical or similar outputs for Frontify or third parties. Frontify does not acquire ownership of such Inputs or Outputs.
For the Subscription Term, Customer grants Frontify a non-exclusive, worldwide, royalty-free, revocable right to use, copy, store and distribute Inputs and Outputs solely to the extent reasonably necessary to provide the Frontify Services to the Customer (including for storage, backup, display in the Customer’s tenancy, debugging, and delivering Outputs to authorised Customer users).
8. Miscellaneous
Amendments. Frontify may amend this Addendum as necessary to comply with changes or interpretations of the applicable law (including the EU AI Act); any other amendments must be in accordance with the Agreement’s amendment procedures.
Continuity. Except as modified by this Addendum, the Agreement remains in full force. The expiry or termination of the Agreement shall not affect obligations that by their nature should survive (e.g., outstanding charges, data retention/deletion commitments).
Severability. If any provision of this Addendum is held invalid or unenforceable, the remainder shall continue in effect to the maximum extent permitted by law.
No Waiver. Failure to enforce any right shall not constitute waiver of that right.
Applicable law and jurisdiction. The applicable law and jurisdiction as agreed in the Agreement shall apply to this Addendum.