AI Services & Third-Party Model Usage

Applicability and Scope

These AI Services & Third-Party Model Usage (“AI Terms”) govern the use of artificial intelligence, enabled functionality within the Clinch platform (the “AI Features”), including but not limited to:

• Agentic AI Assistant
• Image/video editing and generation
• Content analysis and tagging

These AI Terms apply to all Clients and Users accessing or using AI Features. All actions taken by a User in connection with AI Features are deemed to be taken on behalf of the applicable Client.

Definitions

“Client” means either (i) the advertiser or brand organization using the Clinch platform, or (ii) an advertising agency acting on behalf of one or more advertisers, in each case together with their respective employees, contractors, agents, and any other individuals authorized to access or use the Clinch platform on their behalf.

‍“You”, or “User” means any individual who is authorized by a Client to access or use the Clinch platform, including its AI-powered features.

‍“AI Providers” means third-party providers whose artificial intelligence models or services are integrated into the Clinch platform to enable AI-powered features, and which operate under their own terms and policies, as further described and listed in Section 3 of these AI Terms.

Any User accessing or using the Clinch platform, including AI-powered features, is deemed to be acting on behalf of the applicable Client, and all such actions are attributable to and binding upon the Client.

1. Activation and Consent

Opt-In Requirement: AI-powered features (such as the Agentic Assistant, image/video generation or editing, and content analysis tools) are disabled by default. These services may only be enabled after an account administrator’s explicit consent. By opting in to any AI feature, the account admin represents that they have authority to bind the advertiser/brand to these AI usage terms and has obtained any necessary internal approvals. 

‍Per-Service Opt-In: Where available, the administrator may enable or disable specific AI services or specific AI providers individually (e.g. enabling OpenAI-powered features while disabling others). Enabling any AI service constitutes agreement to this AI Services section of the Terms of Use.

‍Withdrawal of Consent: Use of the AI features is entirely optional. The account admin or user may discontinue use or withdraw consent for any or all AI features at any time (for example, by turning the feature off in account settings). If consent is withdrawn, Clinch will cease sending your data to the corresponding AI provider and will disable the related functionality. However, any data or content previously processed by the AI up to that point may still reside in system logs or the AI provider’s systems as allowed under their terms.

2. Permitted Use and Purpose of AI Features

The AI-powered features of the Clinch platform are provided solely for use in connection with professional advertising and marketing activities conducted through Clinch. These features are intended to assist You in connection with campaign management, creative development, content generation or editing, creative and campaign analysis, and related advertising workflows within the Clinch platform.

‍Human Oversight and Authorization: The AI features are assistive tools, intended to support human decision-making and workflow execution, and are not designed to operate autonomously or to replace human judgment. Where AI-powered or agentic features may suggest, recommend, or prepare actions affecting campaigns, creatives, or systems, final execution of any such actions requires explicit user authorization and ongoing human oversight.

Use of the AI features for general-purpose, consumer-facing, personal, or unrelated purposes, or for any use outside the scope of advertising, creative production, or campaign-related activities, is strictly prohibited. The AI features may not be used in regulated, safety-critical, or high-risk contexts (such as legal, medical, employment, credit, or similar decision-making), or in any manner inconsistent with these Terms or applicable AI provider policies.

Clinch reserves the right, in its sole discretion, to monitor, restrict, suspend, or terminate access to AI features if it determines that such features are being used outside their intended purpose or in violation of these Terms, applicable laws, or AI provider requirements.

3. Third-Party AI Providers

Our AI features are powered by third-party AI model providers (“AI Providers”). 

These integrations are provided via Clinch’s enterprise accounts/API keys with each provider.

By using Clinch’s AI features, you acknowledge and agree that your use is also governed by the terms of use and policies of the relevant AI Provider, including any content standards or acceptable use rules they impose. For convenience, we provide the current links to these AI providers’ terms and policies, which you should review.

Clinch does not own or control these third-party services, and their terms may change over time. If an AI Provider updates its terms or usage policies, Clinch will, when feasible, notify admins or update our links, and your continued use of the affected AI features constitutes acceptance of those changes. 

‍Third-Party Liability: While Clinch carefully selects reputable AI providers, we make no guarantees regarding the performance or acts of these third parties, and we are not responsible for the acts or omissions of the AI Providers, including the content they generate or how they handle data. If an AI Provider ceases to make its service available or we lose access (for example, due to a change in their API or terms), certain functionality may become unavailable or be substituted with an alternative provider. Clinch reserves the right to switch AI Providers or disable AI features without liability.

4. Data Input, Privacy, and Handling

Data Sent to AI Providers: When you use an AI feature, your inputs and relevant contextual data will be sent to the third-party AI Provider to process and generate the requested result. For example, prompts or questions you submit to the Agentic Assistant, images or videos you upload for editing or analysis, or creative metadata (campaign or creative parameters) needed for the AI to function, may be transmitted to the external model. By enabling AI features, you consent to this transfer of your content and data to the applicable AI Provider for processing and generation of outputs. We share only the data necessary to fulfill your request or operate the feature. 

‍Use of Inputs by AI Providers: Clinch’s default configuration with the AI Providers ensures that prompts, inputs, and outputs are not used to train or improve the underlying models or provider services.
However, providers may use submitted data for other purposes like content moderation, abuse prevention, or debugging their services. You acknowledge that each provider’s privacy policy and terms of service govern such data handling. We encourage you to review their data & privacy practices for more details on how they handle data

‍Data Filtering & PII: We implement automated filters (which may themselves use AI) designed to block or remove personal data (PII) or other sensitive information from prompts before forwarding them to an AI Provider. However, you are ultimately responsible for ensuring no unlawful, sensitive, or regulated data is submitted. Do NOT include personal data, confidential business information, or any content you wish to keep private in any prompt or input to our AI features. Despite our filters, we cannot guarantee that no personal or sensitive data will be transmitted, so you should assume that any data you enter may be seen by third-party AI systems. 

‍No Confidentiality Guarantee: Because inputs are processed by AI providers, we cannot guarantee the confidentiality of any input you provide.Clinch’s own Privacy Policy covers how we collect and store data from your use of our platform and AI features.

‍Data Retention: Clinch will retain records of AI interactions (prompts and outputs) for up to one (1) year unless a shorter period is required by law or our internal policies. This retention is primarily for operational, support, and compliance purposes (e.g. to monitor for abuse, improve prompt filtering, or debug issues). After this period, such data may be securely deleted from our systems, subject to any legal requirements to retain it. Third-party AI Providers may have their own retention periods for the data transmitted to them (for example, some may delete transient data after processing, while others may store logs for a limited time). By using the AI features, you agree that Clinch and its providers may store and use your inputs and outputs as described to operate and improve the services, and you authorize Clinch to provide your data to the AI Providers as your processors/sub-processors for these purposes.

5. Acceptable Use of AI Features

When using AI features, you must comply with Clinch’s Acceptable Use Policy (as stated elsewhere in our Terms) and the acceptable use rules of our AI Providers. Prohibited Content and Activities: You may not use the AI features to generate or disseminate content or engage in activities that:

Violate Laws or Rights: Are illegal, harmful, or infringe upon any third-party rights (including intellectual property rights and privacy rights). For example, do not use AI to create content that is defamatory, fraudulent, harassing, infringing, or that would violate data protection laws. You are responsible for ensuring that your use of AI outputs (e.g. in advertisements or campaigns) is compliant with all applicable laws and regulations.

Personal Data & Sensitive Info: Do not Include personal data or sensitive information in violation of Section 4.

Disallowed/Harmful Content: Generate content that is obscene, pornographic, sexually explicit involving minors, promotes self-harm or suicide, depicts graphic violence, or is otherwise highly objectionable or likely to cause harm. Similarly, you may not use AI to produce hate speech, extremist content, or harassing/threatening content targeting individuals or groups (especially protected classes).

Misinformation or Misrepresentation: Use the AI to create knowingly false or misleading information with the intent to deceive (e.g. propaganda, deepfakes for misinformation). Deepfakes or Synthetic Media: You must not create AI-generated images or videos that depict real persons (especially public figures) in a manner that could be misleading or violate their rights (e.g. synthetic impersonations, fake endorsements) without clear disclosure or legal permission. Any permissible use of AI-altered media must comply with all laws (e.g. label deepfakes where required) and industry guidelines. You also may not remove or alter any watermark, metadata, or attribution that an AI Provider may include in AI-generated content to signify it is AI-generated.

Automated Decisions: You must comply with the human oversight and prohibited use limitations described in Section 2

Professional Advice: Solicit or rely on the AI to provide specific legal, medical, financial, or other professional advice without the involvement of a qualified professional. AI outputs may be inaccurate or unsuitable for such purposes.

Circumventing Safeguards: Attempt to bypass or override any content filters, safety system, or usage limits that Clinch or the AI Providers have implemented. This includes attempting to prompt the AI to violate content rules or using technical means to send disallowed content. You also may not probe the AI models for vulnerabilities or attempt to reverse-engineer the underlying models or APIs.

Excessive or Competitive Use: Exploit the AI services in a manner outside their intended use, such as mass-generating content for spam, auto-scraping outputs, or using outputs to train a competing AI service. Our features are meant to assist with your creative and campaign needs on the Clinch platform, not to build your own AI product. We reserve the right to impose rate limits or quotas on AI usage and to monitor usage for compliance.

Clinch may suspend or terminate your access to AI features if we believe, in our sole discretion, that you have violated these rules or any applicable policies. Serious violations (such as generating illegal content) may also result in termination of your account and/or notification to law enforcement or authorities if appropriate.

6. User Input Responsibilities (Rights to Input Content)

Rights to Input Content: You retain any ownership rights in the content you input into the AI features (for example, any text prompts, images, or videos you provide). You represent and warrant that you have all necessary rights and permissions to use and submit your Inputs. This means any material you upload or enter (such as an image for editing or text for generation) either is your own content or you have obtained proper licenses or consents to use it in this manner. 

‍Do not submit any third-party copyrighted or trademarked material in prompts unless you have the legal right to do so. If you input any content that is subject to intellectual property rights of others (e.g. an image or logo owned by someone else) or confidentiality obligations, you are responsible for any consequences, and Clinch and the AI Providers are not liable for resulting claims.

‍No Infringing Inputs: You must not use the AI features to transform or generate content in a way that infringes copyrights, trademarks, or other rights. For example, do not ask the AI to produce an image in the style of a specific artist if doing so would violate that artist’s rights or applicable law. You also should not attempt to extract verbatim copyrighted text from the model or otherwise misuse the model to obtain protected content.

7. Output Ownership and Usage

Ownership of AI Outputs: As between you and Clinch (and the AI Provider), you own the content that is generated by the AI (“Output”) based on your inputs, to the extent possible under applicable law. The AI Providers have, via their terms, assigned to Clinch or to you any intellectual property rights they might otherwise have had in the model outputs, meaning you have the right to use the AI-generated content. 

Your output is considered User Content under Clinch’s Terms of Use, and you are free to use it for any lawful purpose in connection with our Services or elsewhere, at your own risk.

‍Non-Exclusive Outputs: Note: AI-generated outputs may not be unique to you. Because of the nature of generative AI technology, it is possible that the same or a similar prompt from another user could result in a very similar or even identical output. Your ownership of output is therefore non-exclusive – you own your instance of the output, but you do not have any right or claim to exclusive use of ideas, themes, or formats that might appear in outputs generated for others. Likewise, if your prompt is similar to that of another user, or if the AI model produces a commonly repeated phrase or image, another user might receive an output that overlaps with yours. Clinch and the AI Providers do not warrant that outputs will be unique or novel.

‍Output Use Responsibilities: You may edit, save, share, or publish AI-generated content, provided you comply with these Terms and applicable law. You are solely responsible for how Outputs are used, including ensuring that their use—particularly in advertisements or creative materials—is lawful and does not infringe third-party rights. Clinch does not guarantee that any Output will be free from third-party claims or from resemblance to existing works or individuals’ likenesses. You must review all Outputs before public or commercial use and must not use any Output you believe may be infringing or inappropriate. Where an Output includes elements of your Input (such as an edited image), you remain responsible for any reuse of those elements.

AI-generated Outputs result from both the Inputs you provide and the models and training data controlled by third-party AI providers. Accordingly, neither Clinch nor its AI vendors represent or warrant that Outputs will be free of third-party rights or will not inadvertently resemble existing works.

You are solely responsible for ensuring that use of AI-generated content complies with all applicable intellectual property laws, advertising standards, and brand usage policies. 

Some third-party AI providers may offer indemnity protections for certain types of third-party IP claims against generated output under their enterprise/API agreements, subject to conditions in their terms (See vendors table above). However, Clinch and its third-party AI vendors do not generally represent or warrant that AI-generated content is free from all third-party rights, royalty obligations, or other legal encumbrances. 

‍Attribution: Unless otherwise specified, you are not required to attribute the content as AI-generated when you use it; however, in certain cases (especially for non-editorial deepfake content), transparency about AI involvement may be required by law or platform policies.

8. Output Accuracy and Disclaimer

Not Verified or Endorsed: The content produced by the AI features is automatically generated by machine learning models. Clinch (and our AI Providers) do not pre-screen or manually review the Outputs for accuracy or legality. We do not endorse or make any representations regarding any Output. Any statements, information, or suggestions provided by the Agentic AI assistant or any other AI feature do not reflect Clinch’s own views or advice. You should not interpret AI-generated suggestions as factual assertions by Clinch.

‍Potential Inaccuracies: You acknowledge that AI outputs may be erroneous, incomplete, or misleading. The models may produce plausible-sounding but incorrect statements (“hallucinations”), or irrelevant or inappropriate content. Visual outputs may contain artifacts or mistakes. 

‍No Warranty of Accuracy or Fitness: All AI-generated content is provided “as is”. Clinch makes no warranty or guarantee that outputs will be correct, accurate, reliable, appropriate, or fit for any particular purpose. You must use your own judgment in evaluating any output. Do not rely on AI output as professional advice or the sole basis for important decisions. If the Agentic Assistant provides suggestions on campaign strategy or content, you should vet those suggestions before implementation. 

‍Use at Your Own Risk: Any action you take based on AI output is taken at your own risk. Clinch is not responsible for any consequences of decisions you make in reliance on AI-generated content.

‍User Review Required: We strongly recommend that you review and fact-check outputs before using them, especially in any public or customer-facing manner. If the AI generates content (text, images, or video) that will be published or distributed, you must ensure the content is compliant with all advertising standards, intellectual property laws, and platform policies applicable to you. 

‍No Sensitive Use: You agree not to use outputs in high-stakes scenarios. AI Outputs are subject to the human review and usage limitations set forth in Section 2.If you find that any output is offensive, harmful, or potentially violates any law or right, you should discontinue use of that output and report it to us if appropriate. We welcome feedback to improve our AI filters and systems.

9. Disclaimers and Limitation of Liability

“As-Is” Provision: All AI-related features and outputs are provided on an “as is” and “as available” basis, without any warranty of any kind. To the fullest extent permitted by law, Clinch disclaims all warranties and conditions, whether express or implied, regarding the AI services and outputs, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and that the AI services or outputs will meet your requirements or expectations. We do not guarantee that the AI features will be uninterrupted or error-free, or that the AI outputs will be free of objectionable content or errors. Clinch does not warrant that using an AI-generated image or video will protect you from claims of infringement or that outputs won’t resemble existing works.

‍No Liability for Content: Clinch shall not be liable for any content generated by the AI services, or for your use (or misuse) of such content. You assume sole responsibility for any outcomes resulting from using AI outputs, including any legal claims or disputes that arise from the content you created with the help of AI. Clinch will not indemnify you for any losses or claims arising out of AI outputs or inputs; on the contrary, you agree to indemnify Clinch for any third-party claims resulting from your use of the AI features in violation of these terms or applicable law (as described in the Indemnification Section).

‍Limitation of Liability: In no event will Clinch or its officers, directors, employees, or agents be liable to you for any indirect, incidental, special, consequential or punitive damages arising out of or relating to the AI services or outputs (including but not limited to loss of data, revenue, or business opportunities), even if we have been advised of the possibility of such damages. To the extent permitted by law, Clinch’s total cumulative liability for all claims arising from or related to the AI features and outputs will not exceed the amount of fees you have paid Clinch for AI feature use (if any) in the 12 months preceding the claim, or US $100 if no such fees have been paid. Some jurisdictions do not allow exclusion of certain warranties or limitations on liabilities, so some of these disclaimers or limits may not apply to you – in such cases our liability will be limited to the maximum extent permitted by law.

Third-Party Beneficiaries: To the extent you access or use third-party AI services solely through the Clinch platform and without a separate direct agreement with those AI providers, the AI Providers used by Clinch are intended third-party beneficiaries of this section of the Terms of Use and may enforce the disclaimers and limitations of liability hereunder as applicable to their services.

If you have a direct agreement with a third-party AI provider (for example, a separate enterprise API contract with the AI provider), then your rights and obligations regarding that provider’s services are governed by your direct agreement with them and not by this third-party beneficiary provision in these Terms of Use. In such case, neither Clinch nor such AI provider will have rights hereunder that conflict with the terms of your direct agreement.

10. Indemnification

You agrees to indemnify, defend, and hold harmless Clinch, its affiliates, officers, employees, and licensors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of AI-powered features,
• the content of any inputs or outputs generated through such features,
• violation of any applicable law or third-party rights,
• or breach of these AI Terms.

This obligation survives termination of the account or use of the Services.

11. Service Changes and Termination (AI Features)

Clinch is continuously improving its platform, and that includes the AI offerings. We reserve the right to change, suspend, or discontinue any AI features (or any provider’s access) at any time, for any reason. For example, we may impose new limits on usage, or discontinue a particular model integration if the provider’s terms or pricing change. We will endeavor to give notice if material changes affect your use of AI features, but this may not always be possible. If you do not agree with any changes, you should disable the AI features.

If your overall Clinch account is terminated or expires, your access to the AI features will cease as well. Clinch may also suspend or terminate your access to AI features specifically (while leaving the rest of your account active) if we believe you have violated this AI Services section or if required by an AI Provider (for example, if they demand we cut off a user for misuse). Upon termination of AI services, we may delete or anonymize any stored AI inputs/outputs associated with your account, subject to our data retention policy mentioned above.

‍Survival: The provisions of this AI Services section regarding ownership, disclaimers, liability, and indemnification shall survive any termination of AI features or of the Terms of Use. Enabling the AI features signifies that you have read, understood, and agree to all the terms above regarding AI usage on the Clinch platform.