Unanet AI Supplemental Terms 

Effective Date: August 25, 2025

Unanet AI Supplemental Terms

These AI Supplemental Terms (the “AI Terms”) apply to and govern the use of Unanet’s artificial intelligence products and services subscribed to by the Customer identified on the applicable Order Form (“Customer”). These AI Terms supplement the Unanet Cloud Terms and Conditions (collectively, with the Order Form and these AI Terms, the “Agreement”). By executing an Order Form that incorporates these AI Terms, Customer agrees to be bound by the terms and conditions herein with respect to the AI Services.

1. Artificial Intelligence Services.
   1. Applicability. These AI Terms apply to and govern Customer’s and its Authorized Users’ access to and use of Unanet’s AI Services, which means the Unanet software features or functionality that utilize generative artificial intelligence models, including but not limited to Unanet ProposalAI and Unanet OpportuneAI, as specified in one or more Order Forms (collectively, the “AI Services”).
   2. Customer Input and Output. Customer may provide or upload data, information, documents, or other materials to the AI Services (“Input”). Customer is solely responsible for the Input it uploads or submits to the AI Services, as well as the content, data, analyses, and other materials generated by the AI Services based on Customer’s Input and received by Customer (“Output”). As between the parties, and subject to the rights granted herein, Customer owns all right, title, and interest in and to the Input, which is “Customer Data” as defined under the Agreement, and has all necessary rights and permissions to upload or otherwise submit the Input to Unanet. Unanet retains no rights to the Output, except for the limited right to use it to provide the AI Services to Customer and as necessary to generate De-Identified Data and Analytics Data as permitted under the Agreement.
   3. Limitations on Use of AI Services. Customer acknowledges and agrees that all Output is generated by automated systems and may not be accurate, complete, or appropriate for the intended use. The quality and accuracy of the Output is dependent on the quality, accuracy, and completeness of the Input provided by Customer, among other things. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE REVIEW, EDITING, AND VALIDATION OF ALL OUTPUT BY A QUALIFIED HUMAN REVIEWER PRIOR TO ANY USE, PUBLICATION, OR RELIANCE ON SUCH OUTPUT.
   4. Prohibited Data Categories. The AI Services are not designed for the processing of certain sensitive data categories. Customer is responsible for ensuring it has all necessary, required, and legal authorizations to provide Customer Data to Unanet and is responsible for compliance with any applicable regulatory obligations with respect to such Customer Data. Customer is also responsible for properly classifying and identifying its Customer Data in accordance with applicable regulations and communicating such restrictions to Unanet. Customer agrees not to use, upload, or provide as Input any of the following: (i) protected health information (PHI) as defined under HIPAA; (ii) sensitive personal information as defined under applicable data protection laws (including but not limited to government-issued identification numbers, financial account numbers, or biometric data); or (iii) any data that is classified as Controlled Unclassified Information (CUI) or is otherwise subject to specific federal or state data protection regulations requiring heightened security controls not explicitly provided for in the Agreement.
   5. Customer Data Disclaimer. CUSTOMER AGREES THAT UNANET IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO THE CUSTOMER DATA GRANTED BY CUSTOMER OR FOR CUSTOMER’S COMPLIANCE WITH APPLICABLE REGULATIONS OR LAWS WITH RESPECT TO ANY SENSITIVE OR REGULATED DATA CATEGORIES. UNANET DISCLAIMS LIABILITY WITH RESPECT TO THE CUSTOMER’S DECISION TO INCLUDE SENSITIVE OR REGULATED DATA IN ITS CUSTOMER DATA. Without limiting any of its other remedies, Unanet reserves the right to permanently delete any Customer Data which falls into any of the protected data categories identified above without notice or liability to Customer, and to terminate this Agreement for cause pursuant to the terms of the Agreement. Customer is solely responsible for verifying that its Authorized Users are properly authorized to access its Customer Data provided to the Services in accordance with applicable law and the terms of this Agreement
   6. Use of Customer Data. Unanet will not use any Customer Input or Output to train any publicly available artificial intelligence models. All processing of Customer Input or Output shall be for the sole purpose of providing the AI Services to Customer and as otherwise set forth under this Agreement.
      
      
2. Third-Party Service Providers and Service Availability
   1. Use of Third-Party Providers. Customer acknowledges that the AI Services are dependent on and utilize services from third-party providers, including large language models hosted by such providers. Unanet may engage other or additional third-party providers to provide the AI Services. Customer acknowledges that its Input and Output, including Customer Data, will be shared with these third-party providers in order to enable Customer’s use of the AI Services as contemplated in the Agreement, including the Data Processing Addendum. Customer’s access to and use of the AI Services is subject to the terms, conditions, and acceptable use policies of these third-party providers, which will be made available to Customer upon request.
   2. Service Availability. The availability, performance, and functionality of the AI Services are contingent upon the continued availability and performance of the underlying third-party models and infrastructure. Unanet shall not be liable for any interruption, degradation, or failure of the AI Services resulting from an outage, termination, or modification of the services provided by its third-party providers. Notwithstanding anything to the contrary in the Agreement, Unanet may make changes that reduces or modifies the functionality of the AI Services.
   3. Regulatory Environment. Customer acknowledges that artificial intelligence is rapidly evolving. Unanet reserves the right to modify, suspend, or discontinue the AI Services, in whole or in part, as may be required to comply with changes in applicable laws, regulations, or governmental orders, without liability to Customer.
      
      
3. Warranties and Disclaimers

   1. DISCLAIMER OF WARRANTIES. THE AI SERVICES AND ANY OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNANET MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE AI SERVICES OR THE OUTPUT. UNANET SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UNANET FURTHER DISCLAIMS ANY WARRANTY THAT: (a) THE AI SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR MEET CUSTOMER’S REQUIREMENTS; (c) THE OUTPUT WILL BE FREE FROM DEFECTS OR ERRORS; OR (d) THE OUTPUT WILL BE ELIGIBLE FOR INTELLECTUAL PROPERTY PROTECTION.

   2. No Guaranteed Results. Customer acknowledges that no specific results or outcomes are guaranteed as a result of using the AI Services. The quality of the Output is inherently dependent on the quality and nature of the Input provided by Customer. Customer acknowledges, that, due to the nature of AI Services, Output may not be unique and the AI Services may generate the same or similar output for other customers.

4. Indemnification by Customer
   In addition to Customer’s indemnification obligations under the Agreement, Customer shall defend, indemnify, and hold the Unanet Indemnitees harmless from and against any and all Losses incurred by a Unanet Indemnitee arising out of any third-party Action in connection with: (i) Customer’s use of the Output in any manner, including any reliance thereon; (ii) any Input provided by Customer, including any claim that such Input infringes the rights of a third party; or (iii) Customer’s breach of these AI Terms.
   
   
5. Integration and Scope.
   These AI Terms are incorporated by reference into the Agreement. The Agreement, these AI Terms, and the applicable Order Form(s) together constitute the entire understanding between Unanet and Customer with respect to the AI Services. All terms and conditions of the Agreement remain in full force and effect except as expressly modified herein. In the event of a direct conflict between these AI Terms and the Agreement, these AI Terms shall govern and control, but solely with respect to the AI Services. For clarity, the terms of the Agreement shall continue to govern all other Subscription Services provided by Unanet. Capitalized terms used but not otherwise defined in these AI Terms shall have the meaning ascribed to them in the Agreement.