Wrike AI Addendum

This Wrike AI Addendum (“Wrike AI Terms”) forms a part of and is hereby incorporated into: (i) the online Wrike Terms & Conditions; or (ii) the alternate agreement (if applicable) signed between the Parties for the Service (together with all applicable Order Form(s), SOW(s), and addenda thereto, the “Agreement”). In the event of conflict between these Wrike AI Terms and the Agreement, the Wrike AI Terms shall take precedence and prevail as to the conflict. Capitalized terms used but not defined herein have the same meaning as the same or substantially equivalent term in the Agreement.

1. Governing Terms; Authority. These Wrike AI Terms govern Customer’s access and use of any features or functionality made available by Wrike as part of, or in the course of providing, the Service that utilize generative artificial intelligence trained by machine learning using Wrike and/or third-party data models (“Wrike AI”), and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, between the Parties concerning Wrike AI. The Wrike AI Terms are effective as of the date Customer’s Account Owner enables Wrike AI’s generative AI features within Customer’s account management portal. Customer and Customer’s Account Owner agree and acknowledge that: (i) they are not relying on any representation or statement other than as expressly set forth in these Wrike AI Terms; (ii) they accept and acknowledge that they have read, understand, and agree to these Wrike AI Terms; and (iii) Customer Account Owner has full legal authority to accept and bind Customer to these Wrike AI Terms.
2. Wrike AI Output. When Customer provides or makes available Customer Data as input to Wrike AI, output generated by Wrike AI based on such input (“Wrike AI Output”) is presented for Customer to take some action (e.g., accept, cut/paste, …) to submit Wrike AI Output, in whole or part, to the Service, after which, such submitted Wrike AI Output shall be Customer Data for purposes of the Agreement. Customer acknowledges that, due to the nature of machine learning, Wrike AI Output may not be unique and Wrike AI may generate the same or similar output for others. Wrike makes no representations or warranties with regard to Wrike AI Output, including ownership thereof.
3. Acceptable Use of Wrike AI. Customer agrees to not provide input to Wrike AI, attempt to generate Wrike AI Output through Wrike AI, or otherwise use Wrike AI to: (i) violate any applicable law; (ii) violate these Wrike AI Terms, the Agreement, or any content or use policies Wrike may implement and provide Customer notice of from time to time; (iii) infringe, violate, or misappropriate any of Wrike’s rights or the rights of any third party; (iv) submit to the Wrike Service any special category data as defined under the General Data Protection Regulation, except with respect to PHI subject to HIPAA, as amended and supplemented, provided the Parties first separately enter into a Wrike Business Associate / Subcontractor Agreement; (v) develop foundation models or other large-scale models that compete with Wrike or Wrike AI; (vi) mislead any person that Wrike AI Output was solely human-generated, including failing to make any disclosures required under any applicable law regarding the origination of Wrike AI Output; or (vii) violate any technical documentation, usage guidelines, or parameters of the Wrike Service. Additionally, Customer’s use of Wrike AI is subject to fair usage restrictions that Wrike may determine in its sole discretion. Customer acknowledges and agrees that if Customer exceeds what Wrike, in its sole discretion, determines to be fair usage, Wrike may disable or degrade performance of Wrike AI.
4. WARRANTY DISCLAIMER. WRIKE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING WRIKE AI, WRIKE AI OUTPUT, AND/OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WRIKE AI AND/OR WRIKE AI OUTPUT. WRIKE DOES NOT WARRANT OR REPRESENT THAT WRIKE AI AND/OR WRIKE AI OUTPUT WILL BE UNINTERRUPTED, ERROR OR BUG FREE, NON-OFFENSIVE, NON-INFRINGING, NON-HARMFUL ACCURATE, LAWFUL, OR APPROPRIATE. USE OF WRIKE AI AND/OR WRIKE AI OUTPUT IS MADE AT YOUR OWN RISK. WRIKE AI IS PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED AND WRIKE EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OR REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUALITY, COMPLETENESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY AND PERFORMANCE.
5. Any indemnification obligation of Wrike to Customer under the Agreement shall not apply to claims arising from or relating to Wrike AI or Wrike AI Output. Customer shall indemnify, defend, and hold Wrike, its affiliates, and its respective officers, directors, employees, members, investors, contractors, and representatives harmless against any and all claims arising from or relating to Customer’s or its Users’ use of Wrike AI or Wrike AI Output contrary to these Wrike AI Terms. Customer shall pay any resulting judgment, or settlement, and all costs, including all reasonable attorney’s fees, and expenses related thereto.
6. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WRIKE, ITS AFFILIATES, OR ANY THIRD PARTY PROVIDER BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER ARISING UNDER THESE WRIKE AI TERMS AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WRIKE’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THESE WRIKE AI TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.
7. Improving Wrike AI. Wrike does not use Customer Data or permit others to use Customer Data to train the machine learning methods and data models underlying Wrike AI. Customer’s use of Wrike AI does not grant Wrike any right or license to use Customer Data in a manner that is inconsistent with the Agreement or to train Wrike’s machine learning methods or data models unless otherwise agreed to by Customer. Wrike AI and its machine learning methods and data models may develop over time to better address specific use cases. Wrike may use data collected from Customer’s use of Wrike AI to improve Wrike’s models when Customer: (i) voluntarily provides Feedback to Wrike, such as by labeling Wrike AI Output with a “thumbs up” or “thumbs down;” or (ii) gives Wrike its express permission to do so.
8. Generative AI Provider Policies. Wrike uses Microsoft Azure OpenAI Service to provide certain generative AI features and functionality of Wrike AI. Customer shall not use Wrike AI in a manner that violates any Azure OpenAI Service policy, including, but not limited to, Microsoft’s Code of Conduct for the Azure OpenAI Service.
9. Wrike’s Privacy Policy is hereby incorporated by reference and will incorporate any provisions not addressed in these Wrike AI Terms. Customer acknowledges and accepts the manner in which Microsoft Azure OpenAI Service processes data and the relevant protections and security measures which are set out Microsoft’s Data, Privacy, and Security Policy for the Azure OpenAI Service. For the avoidance of doubt, Customer is aware and accepts that, in connection with Customer’s use of Wrike AI, the Azure OpenAI Service will temporarily store all prompts and generated content to monitor for and prevent abusive or harmful uses or outputs of the Azure OpenAI Service. Authorized Microsoft employees may review such data that has triggered its automated systems to investigate and verify potential abuse. See the Azure OpenAI Service product documentation related to abuse monitoring for more information.
10. Additional Processing Instruction. To the extent Customer Data provided as input to Wrike AI contains Personal Data (as that term is used or similarly defined in the Data Processing Addendum in place between the Parties), Customer instructs Wrike to process the Personal Data for the additional purpose of providing the Wrike AI functionality and Wrike AI Output. Customer acknowledges that for the purposes of Customer’s use of Wrike AI and Wrike AI Output, Wrike uses Microsoft’s Azure OpenAI Service to provide certain features and functionality of Wrike AI.
11. Pricing. Wrike AI is currently offered at no cost, but may, in whole or part, be subject to payment in the future.
12. Term, Termination, and Survival. These Wrike AI Terms are coterminous with the Agreement or until such time the Account Owner disables Wrike AI’s generative AI features within Customer’s account portal or these Wrike AI Terms are revised or replaced. Sections 1, 2, 3, 4, 5, 6, 7, 11, and 12 shall survive any termination. Wrike may terminate Wrike AI, or any part thereof, at its sole discretion and without liability to Customer.