This AI Tool Usage Addendum (“Addendum”) is entered into by and between the entity (“Client”) accessing or using any JBK-developed AI-powered tool (“Tool”), and Jack B. Keenan, Inc. (“JBK”).

This Addendum is incorporated by reference into, and supplements, any existing agreement between the parties, including but not limited to Master Supply Agreements, NDAs, or Training Services Agreements. In the event of a conflict, this Addendum governs solely with respect to use of the Tool.‍

1. Ownership and Intellectual Property

Client acknowledges that all AI tools and related content, prompts, interfaces, methods, and outputs are the proprietary intellectual property of JBK and are derived from JBK’s copyrighted methodologies and training materials. Use of the Tool does not grant any rights, title, or interest in JBK’s IP.

Any materials provided by JBK within the Tool or through the platform (including documents, forms, templates, prompts, examples, or training PDFs) remain the sole property of JBK and may not be copied, repurposed, or used outside the Tool without express written permission.

2. Permitted Use and Access

Client is granted a limited, non-exclusive, non-transferable license to access and use the Tool solely for internal business purposes. Access is restricted to the licensed user(s) or organization and may not be shared, sublicensed, or made available to third parties. JBK reserves the right to revoke access at its discretion.

3. Responsibility for Inputs

Client is solely responsible for any content, data, or prompts entered into the Tool. Client agrees not to input sensitive, confidential, or regulated information. JBK is not responsible for unintended disclosure or retention of such information by third-party AI models.

4. No Warranties on Output

The Tool leverages generative AI and may produce inaccurate or incomplete responses. Client agrees to evaluate outputs independently and assumes full responsibility for any decisions based on Tool usage. JBK makes no warranties regarding accuracy or fitness for purpose.

5. No Modification of Prior Agreements

This Addendum is supplemental to, and does not modify, any existing MSA, NDA, or other agreement between the parties. It applies only to Client’s access and use of JBK AI tools.

6. Governing Law

This Addendum shall be governed by the laws of the State of California.

By signing below or otherwise accepting these terms electronically, Client agrees to be bound by this Addendum as of the date of first use of any JBK AI Tool.