This Universal Amendment ("UA") modifies the Microsoft Standard Contract for the Commercial Marketplace ("MSC") for Customer's acquisition of any Noble Artificial Intelligence, Inc. ("NobleAI") offering through the Microsoft Commercial Marketplace.
1. ORDER OF PRECEDENCE. In any conflict, the order (highest to lowest) is: (a) the Order Form or Microsoft Private Offer; (b) any Custom Amendment; (c) this UA; (d) the Supplemental Product Terms ("SPT"); (e) the MSC; and (f) the other Policies listed in Section 2.
2. INCORPORATED TERMS AND POLICIES. The SPT and Policies (each, a "Policy") are incorporated by reference and govern Customer's use of the offering. They are:
Supplemental Product Terms
https://www.noble.ai/legal/supplemental-terms
Service Level Agreement
https://www.noble.ai/legal/sla
Data Processing Addendum (DPA)
https://www.noble.ai/legal/dpa
Security
https://www.noble.ai/legal/security
Acceptable Use Policy
https://www.noble.ai/legal/aup
Responsible AI
https://www.noble.ai/legal/rai
3. CUSTOMER DATA AND OUTPUTS. Customer retains all rights in Customer Data and Customer-Specific Outputs. NobleAI processes Customer Data solely to provide and support Customer's instance and as permitted in the DPA.
4. NO CROSS-CUSTOMER AI TRAINING. NobleAI shall not use Customer Data to train, fine-tune, or improve any model, component, or platform feature that would (a) expose Customer Data or Customer-Specific Outputs to any other customer, (b) influence outputs delivered to any other customer, or (c) embed Customer Data in any artifact NobleAI makes available outside the subscription. NobleAI may generate and use service-operations telemetry, and may develop and improve its own models, software, and services, in each case as permitted and limited by SPT §§6–7.
5. POST-TERM RETENTION. On expiration or non-renewal (other than termination for Customer's breach), Customer retains its trained Model Instance via, at Customer's election: Frozen Hosted Continuation or Off-Platform Conversion, as set forth in the SPT. Updates, retraining, and platform support cease at term end.
6. REFUNDS. Customer is entitled to a pro-rata refund of pre-paid, unused subscription fees only on (a) Customer's termination for NobleAI's uncured material breach, (b) NobleAI's termination of affected features under its IP indemnity, or (c) NobleAI's discontinuance of the offering. No refund is due on termination for convenience, non-renewal, non-use, or for Customer's breach. Refunds use the Microsoft Marketplace credit mechanism.
7. LIABILITY AND INDEMNITY. The MSC's liability and indemnity provisions govern, and the SPT supplements them for AI-specific matters, including the allocation of intellectual-property risk for Customer-Specific Outputs and Customer's use of them (SPT §11). No SPT term reduces customer protections under MSC §7 or §8.
8. CHANGE NOTICE. Material adverse changes to the SPT or any Policy require 60 days' prior written notice and trigger Customer's right to terminate the affected subscription with pro-rata refund of pre-paid, unused fees for the post-termination period. Non-material updates may be made by notice.
9. GOVERNING LAW. This UA, the MSC as supplemented, the SPT, and any Order Form are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction of the state and federal courts in San Francisco, California. The UN Convention on Contracts for the International Sale of Goods does not apply.
10. EXPORT AND SANCTIONS. Customer represents it is not subject to U.S. sanctions and will comply with applicable export and sanctions laws in its use of the offering.
11. MARKETPLACE ACKNOWLEDGEMENT. Microsoft is not a party to this UA and is not liable for performance hereunder, except as separately provided in the MSC and the Microsoft Customer Agreement.
Capitalized terms not defined have the meanings given in the SPT or the MSC.