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Dynamic Yield- terms and conditions for Artificial Intelligence services

These terms and conditions are incorporated into and forms an integral part of the Schedule (the “Principal Agreement”) to the extent that Services or offering provided to Client under the Principal Agreement contain, use, or otherwise leverage any form of AI Services (as defined below).

To the extent of an overlap, inconsistency, or direct conflict between the terms of the Principal Agreement (or a collateral contract to the Principal Agreement) and these terms and conditions, these terms and conditions shall govern and control. 

  1. Definitions
    1. "AI” or “AI System” means a machine-based system (including any models within that system) or model(s) that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate or otherwise produce Outputs (such as predictions, content, recommendations, or decisions) that can influence physical or virtual environments.
    2. “AI Services” means any feature, service, functionality, product or technology that incorporates an AI System or includes Deliverables that consist of Outputs from an AI System; provided, that a feature, service, functionality, product or technology that is provided by Mastercard pursuant to the Principal Agreement will not be considered an “AI Service” if the applicable AI System: (i) is used in connection with such feature, service, functionality, product or technology solely for Mastercard’s internal purposes; (ii) does not involve the processing of any Client Data; (iii) is not part of or otherwise contained in such feature, service, functionality, product or technology; and (iv) is not used to generate, modify, or directly provide any Outputs provided by Mastercard pursuant to the Principal Agreement.      
    3. “Bias” means a disparate (or discriminatory) impact of any Output in violation of applicable laws or regulations, in connection with which (whether directly or via proxy values): (a) an individual (or group) is or is likely to be treated materially less favorably than another similarly situated individual because of a Protected Characteristic; (b) individuals (or groups) who share a Protected Characteristic are or are likely to be placed at a material disadvantage in comparison with similarly situated individuals who do not share that Protected Characteristic; or (c) any other form of unlawful discrimination or unfairness, unless the less favorable treatment or particular disadvantage is permitted by applicable laws or regulations.      
    4. “Client Data” means any data (including but not limited to text, computer code, images, audio and video data) owned, licensed or provided by the Client, including any data (other than Mastercard Data) that is used in the AI System underlying the AI Services by the Client or at the express direction of Client to train, fine-tune, validate or test the AI System. 
    5. “Input(s)” means any material, information, or other data inputted into an AI System to elicit an Output, including but not limited to any prompts. 
    6. “Mastercard Data” means any data (including but not limited to text, computer code, images, audio and video data) owned, licensed or provided by Mastercard, including any data (other than Client Data) that is used in the AI System underlying the AI Services by Mastercard ; 
    7.   “Output(s)” means any documentation, content, materials, and any other outputs, in each case, that the AI Service may produce or generate.   
    8. “Protected Characteristic” means a demographic attribute that is considered legally protected by applicable laws or regulations. 
    9. “Training Data” means data (including but not limited to text, computer code, images, audio and video data) used to train or fine‑tune an AI System. 
  2. Client data
    1. Client represents and warrants that (a) it is the creator and owner of the Input, or has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Mastercard to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Input as permitted in the Principal Agreement without: (i) violating or infringing Laws or third-party rights; (ii) requiring Mastercard to obtain any further licenses from or pay any royalties, fees, compensation or other amounts, or provide any attribution to any third parties; and (iii) the uploading of the Input being intended to generate Output that would violate the rights of any third party, including without limitation by generating any Output that is substantially similar to any form of intellectual property owned or controlled by a third party for which Client does not have appropriate legal rights.
  3. Use of AI System Services  
    1. Client shall not (a) use the AI Services to compete with Mastercard (including but not limited to the development of competing products), or in a manner otherwise detrimental to its business, or (b) directly or indirectly use the AI Services or Outputs to develop, improve or train an AI System. 
    2. Client will not make any false or deceptive claims relating to the AI Services or the Outputs (including their suitability for, or ability to meet any of Client’s or its end users’ legal or regulatory obligations), including any representations to any third party, or publicly, that the Outputs were generated or otherwise produced by humans. 
    3. Client shall not use the AI Services or Outputs for purposes which would be deemed “prohibited” or “high-risk” (or the equivalent) under Applicable Law.
    4. Client shall not use automated or programmatic methods other than contractually allowed API requests to interact with the AI Services. 
    5. Client shall not frame or mirror any part of the AI Services. 
    6. Client shall not modify, copy, reproduce or create derivative works of the AI Services or any part, feature, function or user interface thereof. 
    7. Client shall not use the AI Services to generate or otherwise produce malicious code. 
    8. Client shall not use the AI Services to generate, produce, store or transmit material that is unlawful or infringes, misappropriates or violates a third party’s intellectual property or other legal rights. 
    9. Client shall not extract, crawl, scrape, or otherwise harvest data or information from the AI Services (including in the form of Outputs) unless expressly permitted to do so by Mastercard. 
    10. Client shall not rely upon the AI Services or Outputs to buy or sell securities or to provide or receive advice about securities, commodities, derivatives or other financial products or services. 
    11. Client shall not use the AI Services or Outputs to obtain unauthorized access to any system or information, or to deceive a person. 
    12. Client shall implement and maintain internal controls reasonably designed to prevent the use of the AI Services or Outputs to engage in, facilitate, or conceal any anticompetitive conduct, including price fixing, bid rigging, market/customer allocation, or unlawful information exchanges.
  4.  General terms
    1. Client acknowledges and agrees that: (i) the AI Service is provided on an “as-is“ and “as-available“ basis and that any AI Services and Outputs provided hereunder are provided without any express or implied warranties of accuracy, compatibility, availability, title, merchantability, reliability, non-infringement, or fitness for a particular purpose; (ii) Outputs may be false, misleading, contain inconsistencies and errors, incomplete or outdated, and may include hallucinations where the Outputs are in the form of software code, may include defects, errors, bugs or other deficiencies in that software code, and Client agrees to verify any Outputs, including through human oversight, before relying upon or sharing them, to not use the Outputs, in isolation, as the sole basis for any decisions and to be solely responsible for any action or inaction it takes in reliance on the Outputs; (iii) the nature of the AI Service and machine learning or artificial intelligence technology generally may lead to the generation of Output that is not unique, novel, exclusive or otherwise specific to Client or its Input, and other users may receive similar or identical Output via the AI Services; (iv) Output may be partially owned or controlled by Mastercard or a third party, or protected by intellectual property or otherwise proprietary rights, and Client may not be able to secure or obtain any right in Output or other intellectual property rights relating to the Output; and (v) Client is solely responsible for the legality, reliability, integrity, accuracy, documentation of, and quality of any Client Data used as Inputs or as Training Data, including ensuring that such Client Data is free from Bias and errors or from third party intellectual property claims. 
    2. The information provided through the Output and information provided through the AI Services are not meant to be a substitute for professional advice, including legal, accounting or investment advice or Client’s exercise of its own business judgment. Any such judgments or decisions are made solely at Client’s election and risk. Mastercard does not warrant that any errors produced through the AI Services will be corrected. Mastercard makes no warranty regarding the Output or the AI Services’ suitability as a replacement for any safety or compliance measure. Client further acknowledges that Outputs may contain content inconsistent with Mastercard’s views. 
  5. IP Ownership
    1. Mastercard and its licensors retain all right, title, and interest in and to the AI Services (and the Mastercard Data and any modifications and derivatives thereof (including without limitation any learnings (including machine learnings) derived from the Client’s use of the AI Services). Mastercard hereby grants to the Client, subject to compliance with the Principal Agreement, a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the AI Services for the term and purpose and in the territory set forth in the applicable Principal Agreement.    
    2. As between Mastercard and Client, the parties agree that Client is the owner of any Client Data used as Inputs or as Training Data and of any Outputs generated from Inputs provided by Client (provided, that to the extent any Outputs incorporate Mastercard Data or Mastercard Intellectual Property, such portions of the Outputs shall remain the property of Mastercard but Mastercard hereby grants Client a royalty-free, irrevocable, worldwide, perpetual non-exclusive license thereto for the purposes of utilizing the AI Services as contemplated by the Principal Agreement).  
    3. The Client hereby grants to Mastercard a royalty-free, worldwide, non-exclusive, transferable, sublicensable, perpetual, irrevocable right to access and use any Client Data used as Inputs or as Training Data, as well as any Outputs, to (i) provide the AI Services, (ii) improve the AI Services, including further training of the AI System underlying the AI Services for the Client,  and (iii) for other purposes stated in the Principal Agreement.  
  6. Termination and Suspension
    1. Mastercard reserves the right to stop, interrupt, or otherwise suspend the AI Services in any circumstances where (a) Mastercard, acting reasonably, considers it necessary to do so to comply with Laws, including AI Regulations or to align the AI Services with Mastercard's internal policies, standards, governance requirements, or risk management practices, (b) Client is in violation of the use restrictions of the Principal Agreement, or (c) to address an identified risk to, or third party attack on, the AI Services. 
    2. Mastercard has the right, but is not obliged, to temporarily or permanently suspend or block Client’s access to the AI Services if and to the extent that Client breaches its obligations under the Principal Agreement. If Mastercard exercises the foregoing right to stop, interrupt, or otherwise suspend the AI Services, the Client shall not be entitled to any compensation or refunds. 
  7. Client Obligations
    The Client shall:  
    1. exercise reasonable monitoring and human oversight measures and tools in respect of the AI Services and Outputs;  
    2. evaluate the suitability of the Outputs, including through human oversight; 
    3. use the AI Services or Outputs at all times solely in accordance with the Principal Agreement and reasonable instructions provided by Mastercard in relation to the AI Services or Outputs; 
    4. notify Mastercard immediately in the event of any outage, failure, malfunction, degradation, or other significant issue with the AI Services. Such notification shall include a detailed description of the issue, any steps taken to address or mitigate the issue, and any potential impact on the Client’s operations or data. Failure to provide such timely notice may result in the Client assuming responsibility for any resulting damages or disruptions; and  
    5. ensure that its use and/or deployment of the AI Services (including, to the extent applicable, its use or deployment of any underlying AI System), and any further development, training or (fine) tuning of any such AI System, to the extent applicable, is and remains at all times, in compliance with all applicable laws and regulations, including, where applicable, AI Regulations. 
  8. Indemnification/Liability
    1. To the extent that Mastercard provides any indemnity under the Principal Agreement, the indemnity provided by Mastercard shall not apply to, and Mastercard shall have no responsibility for, any losses or claims to the extent arising, directly or indirectly, from:  
      1. a third-party platform used by Client to access the AI Services or Outputs;  
      2. any changes, fine-tuning, refinement, customization or modifications to the AI System or to the Outputs made by, or on behalf of, the Client; 
      3. the Client’s violation of the usage policy, (including any third party AI terms Client is directly required to comply with), the terms of the Principal Agreement or applicable laws in connection with its use of the AI Services or the Outputs, including Client’s interference with or failure to enable available filters and other tools or disregard instructions, made available with the AI Service; 
      4. the Inputs (to the extent provided by or at the request or direction of the Client), or Client’s use of the AI Services or Outputs in combination with any other products, services or technologies; 
      5. Client’s intentional wrongdoing, unlawful behavior or willful misconduct; 
      6. Outputs that Client knows, or should reasonably know, may infringe or misappropriate a third party’s intellectual property rights; 
      7. for any reason to the extent occurring after Client has either (A) received notice from Mastercard to stop using the AI Service or any Output therefrom, or (B) received notice from a third party claiming infringement or misappropriation (or a substantially similar claim) relating to the AI Service or any Output therefrom; provided that this clause shall only apply to the extent that the Client does not promptly provide such third party notice to Mastercard; 
      8. an allegation that Client’s use of the Outputs generated by an AI Service infringes or misappropriates a third party’s intellectual property rights; or 
      9. any acts and omissions of Client or any third party in connection with the integration of Client’s products or services with the AI Services for sale to Client’s end users.
    2. Client shall defend, indemnify, and hold harmless Mastercard, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Client’s publication, distribution, display, or other external use of any AI‑generated output; (b) any allegation that such AI‑generated output infringes, misappropriates, or otherwise violates any intellectual property or proprietary rights of a third party, in each case resulting from Client’s use, modification, combination, or publication of such AI‑generated output; or (c) any breach by Client of any restrictions on the use of Outputs communicated by Mastercard, including to the extent such breach results in a violation of Mastercard’s agreements with third‑party technology providers. Client’s indemnification obligations under this Section shall not be subject to, nor limited by, any monetary limitation on liability set forth in the Principal Agreement. 
  9. Third-Party AI Infrastructure
    1. Client acknowledges and agrees that Mastercard is authorized to engage third-party service providers (including as subprocessors, where applicable) in connection with the provision of the AI Services and that the AI Services may rely on technology, models, or infrastructure provided by third parties that are not Affiliates of Mastercard and are not owned, operated, or controlled by Mastercard.
    2. Notwithstanding anything to the contrary, Mastercard reserves the right, at its sole discretion, to change, remove, or replace any third-party technology, model, or infrastructure provider used in connection with the AI Services (including subprocessors), provided that such change does not result in a material reduction in the functionality of the Services as described in the Principal Agreement.
  10. Third-Party Use Restrictions
    1. Mastercard may, from time to time, notify Client in writing of restrictions on the use of Outputs that are required under Mastercard's agreements with third-party technology providers used in connection with the AI Services. Client shall comply with any such restrictions following receipt of written notice from Mastercard.
    2. In the event that Client's use of the Outputs results in a breach of Mastercard's agreement with a third-party technology provider, Mastercard shall have no liability to Client for any resulting suspension, modification, or degradation of the AI Services.