CDK Global Terms and Conditions for AI Offering

Effective Date: January 16, 2025

This Terms and Conditions for AI Offering (this “Agreement”) governs your use of the artificial intelligence (AI) features in the products and services provided by CDK Global, LLC (“CDK”) to you (“AI Offering”). This Agreement are incorporated by reference into the Master Services Agreement between you and CDK. If there is any conflict between this Agreement and the MSA, the provisions of this Agreement shall prevail.

BY USING THE AI OFFERING, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND, AND AGREEING TO BE BOUND BY, THIS AGREEMENT, AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.

1. GENERAL

1.1 Electronic Signature. You agree to the use of electronic documents and records in connection with your use of the AI Offering. If you do not agree to such use of electronic documents and records, do not accept this Agreement. You may withdraw your consent to the use of electronic documents and records, and if you do so, CDK may terminate this Agreement and your access to and use of the AI Offering.

1.2 Updates to Terms of Use. We may update this Agreement from time to time. The version of this Agreement in effect at the time of your specific access to the AI Offering shall be the version that governs that specific access to the AI Offering. Your continued use of the AI Offering after the effective date of such changes to this Agreement constitutes your agreement to those changes. If you do not agree to any of the changes, you should stop using the AI Offering.

2. YOUR USE OF THE AI OFFERING

2.1 User Acknowledgements. You acknowledge and agree that (i) due to the nature of the AI technology, output generated through an AI System (as defined below) based on AI Input (“AI Output”) may not always be accurate or correct, and sometimes may even contain offensive, harmful, or otherwise undesired result, and you should exercise appropriate human oversight when using the AI Output; (ii) Output may not be unique and may generate the same or similar Output for other users of the AI Offering; and (iii) the AI Offering is not designed or intended to meet your regulatory, legal, or other obligations, and you assume all liability related to using the AI Offering in connection with your regulatory, legal, or other obligations.

As used herein, “AI Input” means any data, prompt or other content that is submitted or made available by you to the CDK AI System to generate an AI Output, and “AI System” means a machine-based system that is designed to operate with varying levels of autonomy, may exhibit adaptiveness after deployment, and for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments.

2.2 Restrictions. You will not use or allow any third party to us the AI Offering in any way that:

violates any applicable laws, regulations and regulatory guidance;
violates this Agreement or any use policies or restrictions if made available by CDK, or any agreement between you and any third parties, or infringe any third party’s rights; facilitates any illegal, fraudulent, discriminatory or other abusive activities; will have a legal or other material impact on any individual or business, such as decisions regarding transaction terms, employment, credit, or other uses that may be deemed a high-risk under applicable laws; gains or tries to gain unauthorized access to CDK computers and networks, or CDK data, or facilitates automated data extraction;
reverse engineers, disassembles, decompiles or extracts any components of a CDK AI System, including source code, models, model weight, or any data, content, and other material used to train, validate, test, or improve any CDK AI System;
use any content, data, output or other information received or derived from the AI Offering, including any Outputs, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or AI systems, including any architectures, models, or weights;
alters, damages, or deletes any content provided by CDK or others, including without limitation disclosures, disclaimers, or any copyright or other intellectual property notices that appear on or with the AI Offering;
impersonates another person or entity or misrepresents your affiliation with another person or entity, such as by using another person’s or entity’s username, password or other account information or another person’s or entity’s name, likeness, image or photograph; or
introduce computer viruses or other disruptive, damaging or harmful files or programs.

2.3 Updates. CDK may, from time to time, in its sole discretion, develop and provide updates to the AI Offering, including upgrades, bug fixes, patches and other error corrections and/or modified or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Updates may be made available to all users automatically without any action on users’ part or may require users to download an updated application. You shall promptly download all Updates upon receiving notice and acknowledge and agree that the AI Offering may not properly operate should you fail to do so.

3. THIRD PARTY CONTENT

The AI Offering may include content provided by third parties and may also contain links to third party sites (collectively, “Third Party Content”). CDK does not take responsibility for any Third Party Content. CDK has no obligation to, and does not, approve or monitor materials provided by third parties, including, without limitation, through the AI offering. You acknowledge that third party sites may have different privacy policies and terms and conditions than CDK. CDK is not responsible for the content or privacy practices of such third party sites, including without limitation liability for any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted on any third party site or otherwise transmitted via the AI Offering.

4. DISCLAIMERS

THE AI OFFERING IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND CDK: (A) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW); (B) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT AND TITLE; AND (C) DOES NOT REPRESENT OR WARRANT THAT THE AI OFFERING WILL BE ACCURATE OR ERROR-FREE, WILL BE ALWAYS AVAILABLE OR UNINTERRUPTED, OR WILL BE TIMELY OR SECURE. USE OF THE AI OFFERING IS AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF, OR INABILITY TO USE, THE AI OFFERING.

If any state and jurisdiction does not allow limitations on implied warranties, such warranties are limited to the minimum warranty period required by the applicable law of such state or jurisdiction. Neither CDK, any of its employees or contractors, nor any other party involved in producing or delivering the AI Offering, shall be held liable for any improper or incorrect use of the AI Offering.

5. DATA OWNRESHIP; INTELLECTUAL PROPERTY

You are the owner of AI Input and AI Output (collectively, “User Data”). You are solely responsible for obtaining all rights and consents necessary to use each AI Input. You hereby grant to CDK a non-exclusive and fully-paid-up right and license to use the User Data for providing, developing, and improving the AI Offering, and to train, test, validate, or otherwise improve any AI System.

CDK and its licensors (and each of their respective successors and assigns) owns or uses with permission the copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on and from the AI Offering (including, without limitation, visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the AI Offering, but excluding User Data). You may use the AI Offering for its intended purposes only. CDK retains all rights, title and interest in and to the AI Offering.

6. SUSPENSION AND TERMINATION

CDK may suspend or terminate your access to all or any part of the AI Offering at any time and for any reason, including, without limitation, for any violation of this Agreement. CDK reserves the right to modify, terminate and suspend the operation of the AI Offering and Services (or any portion thereof) without notice or liability, at any time and for any reason in its sole discretion. All provisions of this Agreement relating to warranties, confidentiality obligations, proprietary rights, and disclaimers shall remain effective despite such termination.

7. CONTACT US

Any questions regarding this Agreement should be directed to: [email protected].