v0 Enterprise Addendum

“AI Solution” means the product v0 by Vercel, along with any associated features, documentation (“Documentation”), software applications, associated APIs, and websites. The AI Solution is considered part of the “Services” under the Terms.

“Authorized User” means any employee, contractor, or other personnel associated with Customer’s organization who has been authorized to use the AI Solution in accordance with the terms set forth herein. “Customer” as used in these Terms also includes Customer’s “Authorized Users,” if any.

“Customer Content” means Inputs and Outputs.

“Input” means queries, prompts, data, attachments, or other information that Customer provides or uploads to the AI Solution.

“Output” means the data, content, and other information (including, without limitation, code, text, or images) that Customer receives from the AI Solution based on Customer Input.

“Services” has the meaning given in the Terms and includes the AI Solution.

“Term” has the meaning given in Section 12 (Term and Termination).

By agreeing to this Addendum, Customer agrees that Customer’s use of the AI Solution will be associated with Customer’s Vercel account. Customer must maintain a valid and active Vercel account in good standing during the Term. Customer’s use of the AI Solution remains subject to the Terms, including, for clarity and without limitation, the acceptable use provisions therein. Customer is responsible for: (a) the compliance of each of Customer’s Authorized Users with this Addendum and the Terms, (b) any Input that Customer provides or submits to the AI Solution, (c) any activities that occur under Customer’s account and (d) use of the Outputs.

The AI Solution may generate Output for Customer to deploy, copy, share, publish, or download for Customer use. Customer understands and agrees that Outputs (a) may not be bug-free, complete, or suitable for Customer’s purposes; (b) do not necessarily represent Vercel’s or its third-party LLM providers’ views, and (c) should not be relied upon for or as a substitute for professional advice. Customer agrees to evaluate Output for correctness and appropriateness for Customer’s use case, including human review as legally required and/or as appropriate, before using or sharing Output from the AI Solution and acknowledges that factual assertions in Output should not be relied upon without independently checking their accuracy.

In addition to any usage restrictions in the Terms, Customer shall not, and shall not permit any third party to:

1. access the AI Solution, including Vercel’s third party LLM providers’ models, algorithms, or systems to build substantially similar functionality or a competing product or service, including to train competing AI models (e.g., create synthetic training data);

2. reverse engineer, reverse assemble, duplicate, or otherwise attempt to discover the source code of all or any portion of the AI Solution, including Vercel’s or any third party’s models, algorithm, or systems (except to the extent this restriction is prohibited by applicable law);

3. reproduce, modify, translate or create derivative works of all or any portion of the AI Solution or engage in model extraction or stealing attacks;

4. export, modify, copy, lease, sell, or distribute the AI Solution or assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the AI Solution;

5. buy, sell, or transfer Vercel’s third party LLM providers’ API keys from, to or with a third party;

6. remove or destroy any proprietary notices contained on or in the AI Solution or any copies thereof without Vercel’s permission;

7. circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations within the AI Solution;

8. use the AI Solution, or Vercel’s third party LLM providers’ models or Customer Input and Output in a manner that infringes or otherwise violates any third party’s rights;

9. use any method to extract data, such as web scraping or web harvesting from the AI Solution, including Vercel’s third party LLM providers’ models, algorithms, or systems other than as permitted;

10. publish or disclose the results of any benchmarking of the AI Solution, or use such results for Customer’s own competing software development activities, without the prior written permission of Vercel; or

11. use the AI Solution in violation of Vercel’s AI Policy.

Customer shall only use the AI Solution and Customer Content in compliance with all applicable laws and regulations, including, without limitation, any laws and regulations concerning the use or development of artificial intelligence (“AI”), generative AI, Input, or AI-generated content and Output.

Vercel Rights. All rights, title and interest in and to the AI Solution and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Vercel or its licensors. Nothing herein shall give or be deemed to give Customer any right, title or interest in or to the same except as expressly provided in this Addendum. Vercel reserves all rights not expressly granted herein.

Customer Rights. As between Customer and Vercel, and to the extent permitted by applicable law, Customer owns the Customer Content. Vercel hereby assigns to Customer any of Vercel’s rights, if any, in the Output. Customer grants Vercel a license to Vercel to use Customer Content as necessary to provide the AI Solution, publish and display Customer Content within the AI Solution, to provide support for the AI Solution, enforce Vercel’s policies, prevent fraud, and maintain the safety and security of the AI Solution. Due to the nature of the AI Solution, the Output may not be unique, and the AI Solution may provide the same or similar Output to other users. Vercel’s assignment above does not extend to other users’ Output or third party’s rights. Customer will need to make Customer’s own determination regarding the intellectual property rights Customer has in Output and its commercial usability, taking into account, among other things, Customer’s usage scenario(s) and the laws of the relevant jurisdiction. Customer Content that Customer posts publicly through the AI Solution, including Output, issues, comments, code, or contributions to other users’ content, may be viewed and copied by others.

Input Rights. Customer is solely responsible for Input, including ensuring that it does not violate any applicable law or the terms of this Addendum. Customer warrants and represents that Customer owns, controls, or has otherwise lawfully obtained all of the rights, permissions, or consents, including, if applicable, under an appropriate privacy policy, to grant all licenses to Input required for Vercel and its third party LLM providers to provide the AI Solution to Customer, including, without limitation, features that enable Inputs to be shared with a third party when Customer shares a query with such third party.

Training. Vercel represents and warrants that it shall not use Customer Content to train its or its third party LLM providers’ models for the AI Solution, except with Customer’s consent.

Customer Indemnity. In addition to any indemnification obligations set forth in the Terms, Customer shall indemnify Vercel for breach of this Addendum (and any terms incorporated by reference) in accordance therewith.

Vercel Indemnity. The AI Solution is considered “Services” under the Terms, and Vercel shall indemnify Customer in accordance therewith. Notwithstanding any of the Terms, Vercel’s indemnity obligations to Customer in the Terms do not apply to claims arising from (a) portions or components of the AI Solution not provided by Vercel, (b) modifications by any party other than Vercel to the AI Solution or Outputs, (c) the combination of the AI Solution or Outputs with other products, processes or materials where the alleged infringement relates to such combination, (d) Input(s), data or personal data provided by Customer; (e) use of the AI Solution or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others or when Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (f) use of the AI Solution in violation of this Addendum, or (g) the practice of a patented invention contained in an Output or alleged violation of trademark based on use of an Output in trade or commerce. To the extent covered under this section, indemnification is Customer’s sole remedy under the Terms for any third-party claims as it relates to the AI Solution.

Term. Subject to earlier termination as provided below, this Addendum shall commence on the Effective Date, and will continue for the term set forth in an Order Form (the “Initial Term,” and together with any Renewal Terms, the “Term”) and shall automatically renew for successive one (1) year periods following the conclusion of the Initial Term (a “Renewal Term”) unless either party notifies the other party in writing, not less than thirty (30) calendar days before the expiration of the then-current subscription term that such party does not wish to renew the Order Form for the AI Solution for a Renewal Term.

Termination or Suspension. Notwithstanding any of the Terms, Customer shall not have the right to terminate this Addendum for convenience or, if applicable, Chronic Uptime Failure. Either party may terminate this Addendum for the other party’s material breach of this Addendum on thirty (30) days prior written notice if the breach remains uncured within such time period. In addition to any other remedies Vercel may have, Vercel may also terminate the Terms upon two (2) days’ notice in the case of nonpayment. Vercel reserves the right to suspend Customer’s access to the AI Solution for (a) violations of the Terms or this Addendum (including, without limitation, Vercel’s AI Policy), (b) suspicion of fraudulent or illegal activity, (c) to prevent a security risk or other credible risk of harm or liability to Vercel, the AI Solution, or any third party, or (d) if required by law. Vercel will use reasonable efforts to notify Customer of any suspension or termination and if applicable, give Customer the opportunity to resolve the issue prior to suspension or termination.

Effect of Termination. Except for Section 2 (“License Grant”) and Section 11 (“Fees”) (excluding Customer’s payment obligations to Vercel), all sections of this Addendum shall survive termination. On termination of the Addendum, Customer and each of Customer’s Authorized Users must cease using the AI Solution and Vercel will destroy Customer Content, subject to applicable law. Without limiting the foregoing, Customer may continue to use Output following termination in accordance with the sections of this Addendum that survive as to Customer’s use of such Output.