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AI Disclosure, Release, Indemnification, and Hold Harmless Agreement

AI Disclosure, Release, Indemnification, and HoldHarmless Agreement

This AI Disclosure, Release, Indemnification, and HoldHarmless Agreement (the "Agreement") is entered into by and betweenEastern Point Trust Company (including its affiliates, subsidiaries,successors, and assigns, collectively referred to as "EPTC") and anyuser, individual, entity, or representative (collectively, "User")accessing, utilizing, or interacting with EPTC's proprietary Large LanguageModel ("LLM") and related AI search tools, including but not limitedto the Eastern Point Trust Assistant™ (collectively, the "AI Tools").By accessing or using the AI Tools, User acknowledges and agrees to the termsset forth herein, the Terms andConditions (https://www.easternpointtrust.com/docs/terms-and-conditions),and the PrivacyPolicy (https://www.easternpointtrust.com/docs/privacy-policy)of www.easternpointtrust.com(the foregoing are hereby incorporated as if fully set forth herein). If Userdoes not agree to these terms, User must immediately notify EPTC in accordancewith the provisions of the associated Terms andConditions and cease all use of www.easternpointtrust.com.

1.      AI Disclosure

EPTC provides the AI Tools as aninformational and assistive resource powered by artificial intelligencetechnologies, including but not limited to machine learning models and naturallanguage processing. The AI Tools are designed to generate responses, summaries,analyses, or other outputs based on user inputs and available data sources.

·        Limitations and Nature of AI: The AITools are not infallible and may produce outputs that are incomplete,inaccurate, outdated, biased, or otherwise unreliable. Outputs are generatedbased on patterns in training data and algorithms, which may not reflectreal-time events, expert knowledge, or nuanced contexts. The AI Tools do notconstitute professional advice, legal opinions, financial guidance, medicalrecommendations, or any other form of specialized expertise.

·        "As Is" Basis and No Warranty:The AI Tools are provided on an "AS IS" and "AS AVAILABLE"basis, without any warranties of any kind, express or implied, including butnot limited to warranties of merchantability, fitness for a particular purpose,accuracy, completeness, reliability, or non-infringement. EPTC disclaims allwarranties to the fullest extent allowable by law, whether arising by law,custom, or otherwise.

·        Impact of Changes in Law or Court Rulings:The information, outputs, or guidance provided by the AI Tools may be affectedby changes in applicable laws, regulations, court rulings, or interpretationsthereof. Such changes may render prior outputs obsolete or inaccurate. EPTCdoes not guarantee that the AI Tools will be updated to reflect such changes inreal-time or at all.

·        Reliance on Competent Professionals: Usermust always consult with a competent professional (e.g., attorney, financialadvisor, or subject matter expert) before making any decisions, taking anyactions, or relying on any outputs from the AI Tools. EPTC strongly advisesagainst sole reliance on the AI Tools for critical decisions, as they are not asubstitute for human judgment or professional expertise.

2.     Release of Claims

 

In consideration for access to and use of theAI Tools, User, to the fullest extent allowable by law, hereby irrevocablyreleases, discharges, and forever acquits EPTC, its officers, directors,employees, agents, contractors, and representatives (collectively, the "IndemnifiedParties" as defined by the Terms andConditions) from any claims, demands, liabilities, losses, damages, costs,expenses (including attorneys' fees), actions, or causes of action, whetherknown or unknown, arising out of or related to:

·        The use, misuse, or inability to use the AITools;

·        Any errors, omissions, inaccuracies, ordeficiencies in the outputs generated by the AI Tools;

·        Any decisions or actions taken by the User basedon the AI Tools' outputs;

·        Any intellectual property infringement, privacyviolations, or other legal issues arising from User's inputs or the AI Tools'processing thereof; or

·        Any other matter related to the AI Tools.

This release shall be binding uponUser's heirs, successors, assigns, and representatives.

3.     Indemnification

User agrees to indemnify, defend, and holdharmless the Indemnified Parties from and against any claims, demands,liabilities, losses, damages, costs, expenses (including reasonable attorneys'fees), actions, or causes of action brought by any third party arising out ofor related to:

  • User's     access to or use of the AI Tools;
  • User's     violation of any applicable laws, regulations, or third-party rights in     connection with the AI Tools;
  • Any     content, data, or inputs provided by User to the AI Tools; or
  • Any     decisions, actions, or omissions by User based on the AI Tools' outputs.

User's indemnification obligations shall survive anytermination of access to the AI Tools or this Agreement.

4.     Hold Harmless

User agrees to hold the Indemnified Partiesharmless from any harm, loss, or damage that may result from User's reliance onthe AI Tools, including but not limited to financial losses, reputational harm,legal liabilities, or other adverse consequences. This hold harmless provisionreinforces the "AS IS" nature of the AI Tools and User's soleresponsibility for verifying and validating any outputs.

 

5.     General Provisions

  • Governing     Law: This Agreement and any related dispute or claims shall be     governed by and construed in accordance with the Terms     and Conditions, without regard to conflict of laws principles.
  • Severability:     If any provision of this Agreement is held to be invalid or unenforceable,     the remaining provisions shall remain in full force and effect.

·        Incorporation and Binding Effect: The Terms andConditions and the Privacy Policyof www.easternpointtrust.com areincorporated herein as if fully set forth herein. Any capitalized term notdefined in this Agreement shall have the exact definition and effect asdescribed in the incorporated documents, as they may change from time to time,as noticed by their publication on EPTC’s website.

  • Entire     Agreement: This Agreement and its incorporated parts constitute the     entire understanding between User and EPTC regarding the subject matter     hereof and supersede all prior agreements.
  • Foreground     Intellectual Property and Trade Secret: EPTC’s LLM and contents, as     deployed, constitute the Foreground Intellectual Property and Trade Secrets     of EPTC. All associated output is copyrighted content and the property of     EPTC. Content use is intended for private educational, non-commercial use.     No commercial use or publication shall be made without the prior expressed     written consent of EPTC.

For purposes of this Agreement,"non-commercial use" means use of the AI Tools and any outputs solelyfor the User's personal, private, or internal educational purposes, and not forthe purpose of generating revenue, commercial advantage, or for use inconnection with any business, enterprise, or service offered to third parties.

Any use of the AI Tools or theiroutputs in connection with advertising, marketing, resale, sublicensing,distribution, provision of services to third parties, or any activity intendedto result in commercial gain or monetary compensation shall be deemed a "commercialuse" and is strictly prohibited without the prior express written consentof EPTC. To seek consent for commercial use, the User must submit a writtenrequest to EPTC at [email protected] describing the intendedcommercial use in reasonable detail. EPTC reserves the right to grant or denysuch consent in its sole discretion and may impose additional terms or fees asa condition of approval.

  • Amendments:     As provided for by the Terms     and Conditions, EPTC reserves the right to amend this Agreement at any     time, with notice provided via the AI Tools or EPTC's website. Continued     use of the AI Tools after such amendments constitutes acceptance.

By accessing or using the AI Tools, I acknowledge and agreeto the terms above, which I agree to be commercially reasonable and a meetingof the minds.

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