DYNAMOAI ADDITIONAL SERVICE TERMS
These DynamoAI Additional Service Terms (“DynamoAI Terms”) supplements, and forms part of, the Master Services Agreement (available at: https://www.dynamosoftware.com/legal/) or other applicable terms referenced in the Order Form (the “Master Terms”) between Dynamo Software, Inc. (“Dynamo”) and Customer, and governs Customer’s use of all artificial intelligence features provided by Dynamo (“AI Related Technologies”).
Capitalized terms used but not otherwise defined in these DynamoAI Terms have the meanings assigned to them in the Master Terms.
In the event of any direct conflict between the provisions of these DynamoAI Terms and the Master Terms (including the Data Processing Agreement, the DORA Addendum, or any applicable Order Form), these DynamoAI Terms shall prevail solely to the extent of such conflict and solely with respect to Customer’s use of the AI Related Technologies.
1. Definitions
“AI Related Technologies” means Dynamo’s artificial intelligence–enabled features, models, agents, automation capabilities, and related technologies, including natural-language interfaces, summarization tools, tagging, extraction, classification, data patterning, workflow automation, model-assisted reasoning, tool-calling, agent orchestration, Model Context Protocol (“MCP”) integrations, and any other AI-enabled functionality described in the Documentation.
“AI Output” means any content, insight, summary, recommendation, or other result generated through the AI Related Technologies based on Customer Data or other Customer-provided inputs.
“Third-Party Provider” means any third party engaged by Dynamo to provide artificial intelligence or machine-learning technologies used in connection with the AI Related Technologies, including inference services, embeddings, orchestration frameworks, or agent runtimes.
“Automated Access” means access to or use of the AI Related Technologies or Subscription Services by or through any automated means, including scripts, bots, crawlers, agents, robotic process automation, large language model-based tools, MCP clients or servers, or other software capable of initiating requests without contemporaneous human initiation of each request.
“Credentials” means API keys, tokens, Auth credentials, service accounts, client secrets, certificates, usernames and passwords, or other access mechanisms used to authenticate or authorize requests.
“Training” means updating or adjusting the weights, parameters, or generalized behavior of a machine learning or foundation model using Customer Data in order to improve such model’s performance across multiple customers or use cases.
“AI Balance” means the prepaid dollar amount or committed monetary amount (which may be expressed as a Platform Fee in the applicable Order Form) purchased by Customer for use of the AI Related Technologies, as specified in the applicable Order Form.
“Credits” means internal consumption units that Dynamo may use to express or report usage of the AI Related Technologies for transparency purposes. Credits do not constitute a separate financial entitlement and do not represent a fixed monetary value or guaranteed processing volume.
“Usage Cap” means the maximum usage entitlement for AI Related Technologies during the applicable Annual Billing Term, as specified in the applicable Order Form or as determined based on AI Balance.
2. Scope of Services
2.1 Provision of AI Related Technologies. During the Service Term, Dynamo shall make the AI Related Technologies available to Customer as part of the Subscription Services or as separately purchased add-ons, in each case as set out in the applicable Order Form.
2.2 Customer-Directed Use. Customer acknowledges that the AI Related Technologies are optional, configurable tools that are enabled and used solely at Customer’s direction. Customer controls whether AI Related Technologies are enabled and for what purposes. Dynamo does not independently determine the inputs used with the AI Related Technologies or the substantive use of any AI Output.
2.3 Evolving Functionality. Customer acknowledges and accepts that the AI Related Technologies are based on emerging technologies and may evolve over time due to improvements, limitations, degradation, regulatory obligations, model availability, or technological advancements. Dynamo may modify or discontinue specific AI features, provided that such changes do not materially degrade the overall functionality of the Subscription Services. No such evolution shall create any new obligation, warranty, or service level beyond those expressly set forth in the Agreement.
2.4 Agent Acts are Customer Acts.
Customer acknowledges that actions initiated through valid Credentials (including through agents or Automated Access) are deemed actions of Customer and its Authorized Users, regardless of whether such actions were intended, anticipated, or authorized by Customer. Customer is solely responsible for configuring, testing, validating, and monitoring agents and Automated Access to ensure they operate within Customer’s intended permissions and policies.
2.5 Credential Responsibility.
Customer is responsible for maintaining the confidentiality and security of Credentials and for all activity conducted using Credentials, whether by Authorized Users, agents, or third parties. Credentials are non-transferable and may not be shared outside Customer except as expressly authorized in writing by Dynamo.
2.6 Rate Limits and Enforcement.
Dynamo may impose and enforce reasonable rate limits, quotas, concurrency limits, or other usage restrictions on the AI Related Technologies (including to prevent abuse, protect security, or maintain service integrity). Such limits apply to all use, including Automated Access and agents. Customer shall not attempt to exceed or circumvent such limits. Dynamo may throttle, reject requests, suspend, or restrict access as reasonably necessary to address abuse, anomalous traffic, security risks, or service stability concerns.
2.7 Runaway Automation and Usage-Based Fees.
If pricing includes usage-based components, Customer is responsible for all fees incurred through Customer’s use of the AI Related Technologies, including usage generated by Automated Access, agents, misconfiguration, or compromised Credentials. Except as expressly stated in an Order Form, Dynamo is not obligated to provide credits or refunds for such usage.
2.8 AI Balance; Credits; Usage Monitoring
Where AI Related Technologies are purchased on a prepaid or usage-based basis, Customer’s usage entitlement is subject to the AI Balance and Usage Cap specified in the applicable Order Form. AI usage shall be metered against the Usage Cap based on Dynamo’s then-current pricing for model usage, processing, storage, or related AI functionality. Dynamo may express usage in Credits or similar consumption units for reporting, transparency, or user-interface purposes within the Dynamo Platform. Credits are an internal measurement mechanism only and do not constitute a separate contractual entitlement or fixed unit of value. The number of Credits consumed per request may vary based on model type, third-party provider pricing, feature complexity, token usage, infrastructure costs, or other operational factors. If Customer reaches the Usage Cap, access to the AI Related Technologies will be suspended until Customer purchases additional capacity. All prepaid usage must be used within the corresponding Annual Billing Term; unused usage does not roll over, carry forward, or convert to credit. The Usage Cap resets at the beginning of each Annual Billing Term. For clarity, the AI Balance and any committed fees are non-refundable and non-creditable, except as expressly provided in the Master Terms. Dynamo may modify Credit conversion rates or internal metering methodologies to reflect changes in third-party pricing, infrastructure costs, service enhancements, or technological improvements, provided that Customer’s Usage Cap is not reduced except as expressly agreed in an Order Form.
3. Use of Customer Data
3.1 Service Limitation. Dynamo may process Customer Data through the AI Related Technologies to: (i) provide the Subscription Services; and (ii) operate, secure, monitor, and support the AI Related Technologies, including for abuse detection, performance measurement, reliability monitoring, and error handling. Dynamo may log AI interactions and related metadata for security, reliability, debugging, and support purposes. Customer acknowledges that certain Third-Party Providers may retain submitted inputs and outputs for a limited period solely for abuse detection, security monitoring, legal compliance, and system integrity purposes, and not for model training or product improvement.
3.2 No Training. Unless otherwise authorized, Dynamo shall not use Customer Data for Training of foundation models. For clarity, Dynamo may process Customer Data for inference to generate and validate AI Output, but shall not use Customer Data to update model weights or otherwise improve the generalized performance of foundation models across customers.
3.3 Anonymized and Aggregated Data. Dynamo may generate and use aggregated or anonymized data that does not identify Customer or any individual, in accordance with the Master Terms.
3.4 Logical Segregation. Customer Data submitted to the AI Related Technologies shall be processed in a logically segregated manner and shall not be intentionally used to generate outputs for other customers.
3.5 Customer AI Training Restriction.
Customer shall not use any data accessed through the Subscription Services or AI Related Technologies (including Dynamo proprietary information, usage data, metadata, or AI Output) to create, train, fine-tune, improve, evaluate, benchmark, or validate any artificial intelligence or machine learning model without Dynamo’s prior written consent.
4. Outputs
4.1 Nature of AI Output. Customer acknowledges that AI Output is generated through probabilistic systems and may contain inaccuracies, hallucinations, unintended outputs, or incomplete results. AI Output is not deterministic and should not be relied upon as a sole source of truth. Dynamo makes no representation or warranty that any AI Output is accurate, complete, compliant with law, or fit for any particular purpose.
4.2 Use of AI Output. Customer shall be solely responsible for reviewing, validating, and determining the appropriateness of all AI Output prior to use or reliance. AI Output does not constitute legal, investment, accounting, compliance, or other professional advice.
4.3 AI Output Treatment. To the extent AI Output is generated solely based on Customer Data, such AI Output shall be deemed Customer Data under the Agreement. Dynamo does not acquire ownership of AI Output solely by virtue of its generation through the AI Related Technologies and Customer obtains no rights in any Dynamo proprietary materials incorporated in AI Output. Dynamo retains all right, title, and interest in and to the AI Related Technologies, including all underlying models, system prompts, prompt engineering orchestration logic, tool integrations, and all Dynamo proprietary materials, techniques, and processes used to generate AI Output.
5. Privacy, Security, and Regulatory Compliance
5.1 Application of Existing Data Terms. Unless expressly stated otherwise in these DynamoAI Terms, all processing of Customer Data by the AI Related Technologies remains subject to the Data Processing Agreement and any other applicable privacy or security terms incorporated into the Master Terms.
5.2 Operational Resilience. To the extent applicable, Dynamo shall support Customer’s compliance with digital operational resilience and outsourcing requirements, including DORA and relevant supervisory guidance (including EBA and ECB guidance), as set out in the DORA Addendum and any supplemental regulatory addenda. In the event of conflict relating to AI-specific issues, these DynamoAI Terms shall control.
5.3 Regulatory Characterization: Customer agrees that its use of the AI Related Technologies – where Customer-initiated and configurable by Customer – is not intended by the parties to constitute the outsourcing by Customer to Dynamo of a critical or important function within the meaning of applicable financial-services outsourcing regulations. For further clarity, Dynamo’s use of Third-Party Providers to deliver AI Related Technologies does not create a direct outsourcing relationship between Customer and such Third-Party Providers. Nothing in this provision limits Customer’s independent regulatory obligations.
5.4 Subprocessors and Third-Party Providers. Dynamo remains responsible for its own obligations under the Agreement; however, Dynamo does not assume responsibility for the acts or omissions of Third-Party Providers beyond what is expressly required under applicable law. Third-Party Providers are not agents of Customer.
5.5 Data Location and Cross-Border Processing. Customer acknowledges that, due to the nature of AI and agent-orchestration architectures operated by Third-Party Providers, data submitted for AI processing may be processed in multiple jurisdictions, including jurisdictions outside Customer’s primary operating region. Dynamo shall implement appropriate contractual, technical, and organizational safeguards for such processing, including reliance on recognized data-transfer mechanisms where required under applicable data-protection laws. Customer expressly authorizes such cross-border processing in connection with its use of the AI Related Technologies. Nothing in these DynamoAI Terms restricts Dynamo from responding to lawful regulatory inquiries or complying with applicable Laws.
6. Third-Party Dependencies
6.1 Use of Third-Party Providers. Customer authorizes Dynamo to use Third-Party Providers in accordance with the Data Processing Agreement for the purpose of delivering the AI Related Technologies.
6.2 Model Availability and Substitution. Where a Third-Party Provider materially changes, restricts, or discontinues its services, Dynamo may substitute or modify affected AI features, provided that the Subscription Services remain substantially functional.
6.3 Transparency. Dynamo shall disclose, through its Documentation or legal site, the categories of third-party technologies used to support the AI Related Technologies and shall update such disclosures when material changes occur.
7. Model Context Protocol (MCP) and Tool-Calling
7.1 The AI Related Technologies may support integrations using Model Context Protocol (MCP) servers or similar tool-calling or agent-execution mechanisms that enable AI models to request actions, retrieve data, or interact with external systems at Customer’s direction.
7.2 Customer acknowledges that:
(i) MCP servers and connected tools may be invoked in connection with Customer-initiated workflows or system-generated processes configured by or on behalf of the Customer;
(ii) Dynamo does not execute external tool actions or transactions that have material operational, financial, or data impact without appropriate Customer authorization, confirmation, or configuration controls;
(iii) Any data exchanged with MCP servers or external tools is subject to the same contractual, security, and data-protection controls applicable to the AI Related Technologies.
7.3. Customer is responsible for approving tools, or external systems used in connection with the AI Related Technologies and ensuring that such integrations comply with relevant security, privacy, and legal requirements.
8. Customer Responsibilities
8.1 Customer shall use the AI Related Technologies in compliance with all applicable Laws, internal governance policies, and supervisory obligations.
8.2 Customer shall ensure that all Authorized Users are trained regarding the limitations of AI Output and appropriate use of the AI Related Technologies.
8.3 Customer shall not:
(i) use the AI Related Technologies to develop competing models or products;
(ii) attempt to extract, reverse engineer, decompile, disassemble, or discover training data, or underlying algorithms;
(iii) use the AI Related Technologies in high-risk or safety-critical contexts requiring deterministic accuracy unless expressly authorized;
9. AI Feature Controls
Customer may disable AI Related Technologies in whole or in part, or restrict the categories of data submitted, through configuration settings or written request. Dynamo shall not require Customer to use AI Related Technologies as a condition of accessing the core Subscription Services. Notwithstanding the foregoing, if Customer has committed to an AI Balance, Usage Cap, or other usage commitments in an Order Form, disabling AI Related Technologies does not relieve Customer of payment obligations for such commitments.
10. Service Levels; Support
Unless otherwise agreed in an Order Form, the AI Related Technologies are provided on a commercially reasonable efforts basis and are supported through Dynamo’s standard support processes applicable to the Service. For clarity, no service levels, uptime commitments, or service credits apply specifically to the AI Related Technologies. Outages, degradations, or rate limitations arising from Third-Party Providers constitute excused performance events under the Agreement.
For the avoidance of doubt, any service level credits or availability commitments under the Agreement do not apply to unavailability or degraded performance resulting from Dynamo’s enforcement of rate limits, throttling, suspension, or other protective measures taken to address security, abuse, anomalous traffic patterns, or Customer’s noncompliant Automated Access.
11. Limitations of Liability
The limitations and exclusions of liability set forth in the Master Terms apply in full to the AI Related Technologies. For clarity, the AI Related Technologies do not create any separate, incremental, or additive liability caps, and all claims relating to the AI Related Technologies are subject to the limitations and exclusions of liability set forth in the Agreement.
12. Indemnification
Customer shall defend, indemnify, and hold harmless Dynamo from and against any third-party claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s agents or Automated Access; (ii) Customer’s breach of usage restrictions, including the AI training prohibitions and prohibited in these DynamoAI Terms; (iii) use of compromised Credentials not caused by Dynamo’s breach of its security obligations under the Agreement; (iv) Customer’s reliance on or use of AI Output, , including any decisions made or actions taken based on AI Output; (v) Customer’s inputs to the AI Related Technologies, including any allegation that such inputs infringe third-party rights or violate applicable Laws; or (vi) Customer’s integration or use of MCP servers, tools, or external systems with the AI Related Technologies.
13. Survival
Sections 2.4 (Agent Acts are Customer Acts), 2.5 (Credential Responsibility), 2.6 (Rate Limits and Enforcement), 2.7 (Runaway Automation and Usage-Based Fees), 3.5 (Customer AI Training Restriction), 4.3 (AI Output Treatment), and Sections 12 (Indemnification) and 13 (Survival) of these DynamoAI Terms shall survive termination or expiration of the Agreement.
14. Updates to these DynamoAI Terms
Dynamo may update these DynamoAI Terms to reflect changes in applicable Laws, regulatory requirements, industry best practices, model-provider availability, or safety and technical measures. Material updates will be posted on Dynamo’s legal site and become effective as stated in the notice.
Customer’s use of the AI Related Technologies is subject to these DynamoAI Terms as referenced in the applicable Order Form. By purchasing, enabling, or using AI Related Technologies, Customer agrees to be bound by these DynamoAI Terms.