AI Terms Addendum to Coderbyte Terms of Use

This AI Terms Addendum to Coderbyte Terms of Use (this “Addendum”) is entered into by and between Coderbyte Enterprise Inc. (“Coderbyte”) and the customer identified in the applicable Order (“Customer”). By executing a Coderbyte proposal or other ordering document, or completing Coderbyte’s standard online ordering process (each, an “Order”), in each case to subscribe to AI Features (as defined below), Customer agrees to be bound by and a party to this Addendum. Customer acknowledges that it has previously or simultaneously entered into an Order that incorporates by reference, and Customer agrees to and is bound by, the Terms of Use located https://coderbyte.com/terms-org (the “Terms of Use”), and this Addendum hereby supplements and is added to the Terms of Use, together with the Data Processing Addendum (“DPA”) entered into by the parties, and all Orders that incorporate by reference this Addendum and/or the Terms of Use and DPA (collectively, this “Agreement”). Capitalized terms used but not defined herein have the meaning provided in the DPA or Terms of Use, as applicable.

1. ADDITIONAL DEFINITIONS

1.1 “AI Features” means any of the AI Technology add-ons or features made available by Coderbyte in connection with the Coderbyte Platform.

1.2 “AI Technology” means any and all deep learning, machine learning, automated decision-making and other artificial intelligence technologies and similar tools.

1.3 “Output” means content, data and other information generated and returned to Customer via AI Technology. Output is Customer Data.

1.4 “AI Sub-Processor” means a third-party service provider engaged by Coderbyte that processes Personal Data or Customer Data on behalf of Coderbyte for the purpose of providing the AI Features.

1.5 “De-Identified Data” means information that (a) does not identify, relate to, describe, is reasonably capable of being associated with, or could be linked (directly or indirectly) with a particular natural person or household, and (b) is derived from Personal Data that has been processed by Coderbyte using then-current technical and organizational measures so that it meets the criteria for “de-identified,” “de-identification,” or “anonymous” data under Data Protection Laws to which Coderbyte is subject. Notwithstanding the foregoing, for the sole purpose of voice transcription services provided as part of the AI Features, “De-Identified Audio” means audio files that (i) contain no spoken personal identifiers (e.g., names, email addresses, customer account numbers), (ii) are stripped of all metadata before transmission, and (iii) are processed by AI Sub-Processors solely for the purpose of converting speech to text without voiceprint creation, analysis, or storage. De-Identified Audio shall be treated as “De-Identified Data” under this Addendum.

1.6 “Covered AI Features” means those AI Features identified as such in the Covered AI Sub-Processor Table attached as Exhibit A (as updated from time to time) to this Addendum. Covered AI Features are AI Features that rely on one or more AI Sub-Processors in addition to the sub-processors already supporting the Services under the DPA as of the effective date of this Addendum.

1.7 “Covered AI Sub-Processor” means an AI Sub-Processor that (a) is identified as such in the Covered AI Sub-Processor Table attached as Exhibit A (as updated from time to time) to this Addendum, and (b) is used by Coderbyte solely to support one or more Covered AI Features.

1.8 “Covered AI Sub-Processor Table” means the table set out in Exhibit A (as updated from time to time) to this Addendum, which describes each Covered AI Feature and the Covered AI Sub-Processor(s) used for that Covered AI Feature.

2. USE OF AI FEATURES

2.1 The parties hereto acknowledge that Section 3.3 (Third-Party Products) of the Agreement applies to the AI Features as well as any other AI Technology that integrates with the Coderbyte Platform and for which Customer has a separate contractual relationship. Customer has sole discretion as to whether it enables and/or uses any AI Features or other AI Technology, including by the provision of keys from Customer’s own AI Technology providers to Coderbyte, in connection with the Coderbyte Platform. Coderbyte has no control over and is not responsible for Third-Party Products, including AI Technology and the resulting Output or its accuracy, reliability, or completeness, or for the privacy practices of the third-party providers of such AI Technology. Customer is responsible for obtaining any consents or providing any notices necessary for its use of Customer Data, including use in connection with AI Technology in accordance with any applicable third-party terms and privacy policies. Coderbyte encourages Customer to review the privacy policies of the third parties providing the AI Technology prior to using such services, as well as the terms and conditions that govern the use of the applicable AI Technology. Coderbyte and its affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any AI Technology. For clarity, to the extent Coderbyte integrates its own AI Technology or Third-Party Products into the Coderbyte Platform using Customer-provided credentials or a direct agreement between Customer and such third party, such third parties act on behalf of Customer and are not AI Sub-Processors of Coderbyte.

2.2 Output is not tested, verified, endorsed or guaranteed. Customer will use independent judgement and discretion before relying on or otherwise using the Output, including making any decisions based on the foregoing; provided that Customer will not rely on or use Output as a substantial factor in making any consequential decisions. Customer agrees to use discretion before instructing AI Technology to take any actions on its behalf, and is solely responsible for monitoring and approving any such actions. Output may include information such as metadata, digital signatures, or watermarks to identify that it was generated using a generative artificial intelligence model (“Provenance Data”). Neither Customer nor any Admin, Candidate, or other user of the Services may modify, tamper with, remove, obscure, or otherwise alter such Provenance Data.

2.3 CUSTOMER ACKNOWLEDGES AND AGREES THAT, IN ADDITION TO THE LIMITATIONS AND RESTRICTIONS SET FORTH IN THE AGREEMENT WITH RESPECT TO THE CODERBYTE PLATFORM, EVALUATION SERVICES AND THIRD-PARTY PRODUCTS GENERALLY, (A) AI TECHNOLOGY IS RAPIDLY EVOLVING AND OUTPUT MAY CONTAIN ERRORS OR MISLEADING INFORMATION AND MAY NOT BE ACCURATE OR RELIABLE; (B) OUTPUT MAY NOT BE UNIQUE AND MAY BE IDENTICAL OR SIMILAR TO OUTPUT GENERATED FOR OTHER CUSTOMERS; (C) AI TECHNOLOGY CAN PERPETUATE BIASES THAT ARE PRESENT IN THE DATA USED TO TRAIN THEM, WHICH CAN RESULT IN OUTPUT THAT IS DISCRIMINATORY OR OFFENSIVE; (D) AI TECHNOLOGY CAN STRUGGLE WITH COMPLEX TASKS THAT REQUIRE REASONING, JUDGMENT, DECISION-MAKING OR CONTEXTUAL UNDERSTANDING; AND (E) AI TECHNOLOGY REQUIRES LARGE AMOUNTS OF DATA TO TRAIN AND GENERATE CONTENT, AND THE DATA USED TO TRAIN AI TECHNOLOGY MAY BE OF POOR QUALITY OR BIASED, WHICH WILL NEGATIVELY IMPACT THE ACCURACY AND QUALITY OF THE GENERATED OUTPUT.

2.4 Covered AI Sub-Processors.

(a) To the extent Coderbyte provides Covered AI Features as part of the Services, Customer acknowledges and agrees that Coderbyte may engage Covered AI Sub-Processors to process De-Identified Data derived from Customer Data on behalf of Coderbyte solely as necessary to provide the Covered AI Features. The Covered AI Sub-Processor Table in Exhibit A identifies the Covered AI Sub-Processors used for particular Covered AI Features.

(b) By entering into this Addendum and/or enabling any Covered AI Features identified in the Covered AI Sub-Processor Table, Customer (i) instructs Coderbyte to process Customer Data through those Covered AI Features, including through the applicable Covered AI Sub-Processors in Exhibit A (as updated from time to time), and (ii) provides prior general written authorization for Coderbyte to engage such Covered AI Sub-Processors in connection with those Covered AI Features.

(c) Coderbyte may update the Covered AI Sub-Processor Table from time to time to add or replace Covered AI Sub-Processors. Coderbyte will provide notification of such updates by posting the revised Covered AI Sub-Processor Table at the URL where this Addendum is made available or through another reasonable mechanism. Customer’s continued use of the Covered AI Features for more than thirty (30) days after such notice constitutes Customer’s acceptance of the new Covered AI Sub-Processor(s). If Customer objects to a new Covered AI Sub-Processor on reasonable grounds, and Coderbyte is unable to provide a commercially reasonable alternative within a reasonable time, Customer’s sole and exclusive remedy shall be to disable the affected Covered AI Features.

(d) To the extent required by the DPA or any applicable Standard Contractual Clauses between the parties, the authorizations in this Section 2.4 constitute Customer’s prior written consent to Coderbyte’s engagement of Covered AI Sub-Processors for the Covered AI Features.

2.5 Data Processing for Covered AI Features

(a) De-Identified Processing. The primary function of the Covered AI Features is to analyze Customer Data (e.g., code blocks, text answers, audio transcripts, job description text). Coderbyte represents that, in its standard configuration, any Customer Data transmitted from Coderbyte to a Covered AI Sub-Processor for processing pursuant to this Addendum shall constitute “De-Identified Data” as defined in Section 1.5 of this Addendum. Coderbyte shall implement and maintain the technical safeguards and business processes required to create and preserve the De-Identified status of such data. Specifically with respect to voice audio files, Coderbyte represents and warrants that it transmits only De-Identified Audio to Covered AI Sub-Processors for transcription services.

(b) Transactional Use. Covered AI Sub-Processors are engaged on a transactional basis to process such De-Identified Data. Coderbyte contracts with its Covered AI Sub-Processors to prohibit training, storing, or retaining Customer Data beyond the duration necessary to provide the immediate Output.

(c) Impact on DPA Obligations. To the extent that the data transmitted to a Covered AI Sub-Processor pursuant to this Addendum in connection with the Covered AI Features constitutes De-Identified Data, such processing falls outside the scope of the DPA. For the avoidance of doubt, the notification and objection procedures in Section 4 of the DPA shall not apply to Covered AI Sub-Processors engaged by Coderbyte solely to process De-Identified Data for the Covered AI Features.

(d) The foregoing does not apply if Customer independently configures the Services or provides its own API keys in a manner that sends Personal Data to a third-party AI service. In such a case, that third party acts as a processor to Customer, not as an AI Sub-Processor to Coderbyte, as set forth in Section 2.1.

(e) Biometric Data Disclaimer. Customer acknowledges that the Covered AI Features are not configured for, and Coderbyte does not intend to perform, biometric identification or verification. The Covered AI Features do not create, store, or process “biometric identifiers” or “biometric information” as defined under applicable biometric privacy laws (e.g., Illinois BIPA, or Texas Capture or Use of Biometric Identifier Act). The parties agree that the transcription of De-Identified Audio does not constitute the collection of a biometric identifier.

3. GENERAL

Except as is specifically set forth above, the remaining provisions of the Terms of Use are not modified or amended, and all such provisions of the Terms of Use remain in full force and effect. In the event of a conflict between this Addendum and the DPA regarding the authorization, notice, or objection procedures for sub-processors specifically engaged for the Covered AI Features (including any Covered AI Sub-Processors), this Addendum will control.

Covered AI Sub-Processor