Perplexity Pro for Enterprise | Terms of Service

Last updated: June 4th, 2024.

Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the www.perplexity.ai website (the “Service”) operated by Perplexity AI (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. Perplexity AI reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Service.

TERMS AND CONDITIONS

1. Use of Platform

1.1. Right to Use. Subject to all terms and conditions of the Agreement, including Customer’s compliance with all payment obligations hereunder, Customer and any individuals authorized by Perplexity and Customer (“Authorized Users”) may, on a non-exclusive, non-sublicensable and non-transferable (except in connection with a permitted assignment under Section 9.4) basis during the term of the Agreement use the Services set forth on the Order Form for Customer’s business purposes. Customer acknowledges and agrees that Perplexity reserves the right to suspend Customer’s and/or any of its Authorized Users’ access to the Services for any or no reason.

1.2. Customer Content. The Services permit Customer and its Authorized Users to input, upload and submit information and other materials (“Input”) into the Services, and the Services will generate responses based on such Input (“Output”). Input and Output, and any other code, video, images, information, data, text, software, messages or other materials that Customer or its Authorized Users transmits via the Services are collectively, “Customer Content”. Customer’s use of the Services, including any Outputs, may also be subject to license and use restrictions set forth in a third-party LLM license, if applicable. Customer acknowledges that due to the nature of generative artificial intelligence tools, Customer’s Output may not be unique and other users of the Services may create Output that is similar or the same as Customer’s Output because the same or similar Input was provided. Customer hereby waives and releases Perplexity and any of its users from any claim that another user’s Output is the same as, or reproduces, any of Customer’s Input.

1.2.1. Customer may not direct the Services to generate any Output in violation of any applicable intellectual property right, contractual restriction or other law. By submitting any Input through the Services, Customer represents and warrants that it has, or has obtained, all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow Perplexity to use) such Input in connection with the Services. Customer represents and warrants that its submission of any Input in connection with Customer’s use of the Services, including to generate Output, will not breach any law or any third party’s terms and conditions associated with such Input.

1.2.2. Customer grants Perplexity a nonexclusive, royalty-free, transferable, sublicensable, worldwide perpetual and irrevocable license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute and modify any Customer Content as needed to provide, maintain and improve Perplexity’s products and services, including the Services, and to otherwise permit access to or disclose Customer Content to third parties as needed to accomplish the foregoing or as necessary for Perplexity to comply with its legal obligations. Notwithstanding the foregoing, Perplexity does not and will not use Customer Content to train, retrain or improve Perplexity’s foundation models that generate Output.

1.3. Restrictions. Customer has no right or license to, and shall not nor permit others, including its Authorized Users, to:

• 1.3.1. upload or transmit any Customer Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) is prohibited under any law or contractual or other relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically discriminatory; or (vii) which may expose Perplexity or its users to any harm or liability of any type;

• 1.3.2. copy, distribute, rent, lease, lend, sublicense, transfer or make derivative works of the Services or any related materials provided by Perplexity or use any of the foregoing on a service bureau basis;

• 1.3.3. decompile, reverse engineer, or disassemble the Services or otherwise attempt to discover the source code of the Services;

• 1.3.4. use the Services to create or make available any products or services similar to, or that would otherwise be a substitute for the Services;

• 1.3.5. engage in any activity with the Services that interferes with, disrupts, damages or accesses in an unauthorized manner the servers, networks or other properties or services of Perplexity or any third party;

• 1.3.6. violate, encourage the violation of, or offer guidance on violating any applicable local, state, national, or international law, or any regulations having the force of law;

• 1.3.7. pretend to be someone or something else, or provide false information or misrepresent Customer’s connection to a person or entity;

• 1.3.8. solicit personal information from anyone under the age of 18;

• 1.3.9. gather or accumulate email addresses or any contact details of other users from Perplexity’s website or the Services through electronic or alternative methods with the intent of dispatching unsolicited emails or other unrequested communications; or

• 1.3.10. utilize the Services to generate illegal or obscene content (as determined solely by Perplexity) or any content that breaches a Perplexity policy; or employ the Services (or any aspect thereof or the technology within) in a way that infringes upon, wrongfully appropriates, or otherwise breaches the intellectual property rights or any other rights of individuals, or contravenes any applicable laws.

Perplexity reserves the right to investigate and take appropriate legal action against anyone who, in Perplexity’s sole discretion, violates this Section 1.3, including without limitation, removing the offending Customer Content from Perplexity’s website or the Services, suspending or terminating the account of such violators, and reporting them to applicable law enforcement authorities.

2. Intellectual Property

As between the parties, Perplexity or its licensors retain all right title and interest, including all intellectual property rights, in and to the Services and any and all improvements, modifications or enhancements thereto, as well as all related software programs, data, documentation, specifications, descriptions, algorithms, models, methods, processes, techniques and know-how (the “Perplexity Property”). Perplexity shall be free to use, implement and exploit in any manner any and all ideas, suggestions, recommendations and/or feedback from Customer and/or its Authorized Users relating to the Perplexity Property. As between the parties, Customer retains all intellectual property rights in and to all Customer Content (subject to Perplexity’s ownership of any Perplexity Property contained therein).

3. Fees

3.1. Fees. Customer shall pay Perplexity fees for the license granted herein as set forth in the Order Form (the “Fees”) in U.S. Dollars. Failure to pay the Fees and any taxes will result in the termination of Customer’s access to the Services. Any payments due to Perplexity under the Agreement not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. All payments are nonrefundable.

3.2. Taxes. Customer is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to the Fees payable by Customer under this Agreement, other than taxes based on Perplexity’s income.

3.3. Fee Changes. Perplexity may change the Fees payable hereunder pursuant to written notice provided to Customer, provided that any such change shall only take effect upon the commencement of the next Renewal Term (as defined below) that beings at least thirty (30) days after such written notice.

4. Confidentiality

4.1. Confidential Information. Each party (the “Receiving Party”) shall keep confidential and not disclose to any third party all information and materials provided or made available by the other party (the “Disclosing Party”) which are marked as confidential or which the Receiving Party should reasonably understand to be confidential or proprietary to the Disclosing Party due to its content and/or the circumstances surrounding its disclosure (“Confidential Information”). Without limitation, the Services, features, functionality and performance of the Services, and any information regarding potential or actual modifications or updates to any of the foregoing constitutes Confidential Information of Perplexity. “Confidential Information” shall not include any personal information provided by Customer or its Authorized Users.

4.2. Protection of Confidential Information. The Receiving Party agrees: (i) to protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care that it utilizes with respect to its own similar confidential information but in no event less than a reasonable level of care; (ii) not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an employee of the Receiving Party requiring access to the Confidential Information in the course of his or her employment in connection with this Agreement and who has signed an agreement obligating the employee to maintain the confidentiality of the confidential information of third parties in the Receiving Party’s possession with obligations of confidentiality at least as restrictive as those in this Agreement; (iii) to notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement; and (iv) not to use the Confidential Information for any purpose other than as explicitly set forth herein.

4.3. Exceptions. Confidential Information shall not include information that: (a) was rightfully possessed by the Receiving Party without restrictions before it was received from the Disclosing Party, as supported by documentary evidence; (b) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s information or data, as supported by documentary evidence; (c) is subsequently furnished to the Receiving Party by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (d) is or becomes available to the general public otherwise than through any act or default of the Receiving Party. In addition, the Receiving Party shall not be in breach of this Section 4 for any disclosure of Confidential Information required by law or legal process, provided that in the event of such requirement the Receiving Party shall (other than to the extent prohibited by law) provide prior written notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party’s expense, with any efforts by the Disclosing Party to contest or limit such disclosure requirement (e.g., a protective order).

4.4. Injunctive Relief. Because the unauthorized use, transfer or dissemination of any Confidential Information provided may diminish substantially the value of such information and may irreparably harm the Disclosing Party, the Disclosing Party shall, without limiting its other rights or remedies, be entitled to equitable relief, including but not limited to, injunctive relief, with respect to any actual or threatened breach of the provisions of this Section 4 by the Receiving Party.

5. Representations and Warranties

Each party represents and warrants to the other party that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (iii) it has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iv) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder do not conflict with, or constitute a default under, any contractual obligation of such party.

6. Disclaimers; Limitation of Liability

6.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND PERPLEXITY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT THERETO OR THE SUBJECT MATTER OF THIS AGREEMENT AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PERPLEXITY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES SHALL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT PERPLEXITY SHALL HAVE NO LIABILITY RESULTING FROM ANY FAILURE OR DEFECT IN THE SERVICES.

6.2. THE SERVICES MAY GENERATE OUTPUT CONTAINING INCORRECT INFORMATION. CUSTOMER SHOULD NOT RELY ON THE SERVICES OR ANY OUTPUT FOR ADVICE OF ANY KIND, INCLUDING MEDICAL, LEGAL, INVESTMENT, FINANCIAL OR OTHER PROFESSIONAL ADVICE. ANY OUTPUT IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.

6.3. OTHER THAN CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 OR A BREACH OF SECTION 4, AND LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR BUSINESS, REGARDLESS OF THE FORESEEABILITY OR ANY NOTICE OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY; AND (II) THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PERPLEXITY UNDER THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

7. INDEMNIFICATION.

   
   

   Customer agrees to indemnify, defend and hold harmless Perplexity and its directors, officers, employees or agents from and against any liabilities, damages, interest, losses, costs, expenses (including reasonable attorneys’ fees) to the extent arising out a third-party claim related to (i) Customer’s use of the Services; (ii) Customer Content; and (iii) Customer’s gross negligence or willful misconduct.

8. TERM; TERMINATION

• 8.1. Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue in for the Term set forth in the Order Form (the “Initial Term”). Upon the end of the Initial Term, this Agreement shall automatically continue for successive one (1) year periods (each, a “Renewal Term”) in perpetuity unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term, as applicable (the Initial Term together with all Renewal Terms, the “Term”).

• 8.2. Termination Rights. This Agreement may be terminated at any time by either party, effective immediately upon notice, if the other party: breaches any of its material obligations under this Agreement and the breach is not cured within thirty (30) days from written notice of such breach from the other party (provided that Perplexity may terminate the Agreement immediately if Customer breaches Section 1). Perplexity may terminate the Agreement for any or no reason by providing written notice to Customer at least thirty (30) days before the desired termination date or immediately if the Services or the provision thereof under the Agreement are suspected to infringe or otherwise violate a third party’s intellectual property rights or violate applicable laws, rules or regulations.

• 8.3. Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, each party shall return to the other party all Confidential Information of the other party and all copies thereof. Expiration or termination of this Agreement shall be without prejudice to any rights which shall have accrued to the benefit of a party prior to such expiration or termination. Sections 1.3, 2, 3.1 (for any fees accrued prior to expiration or termination), 4, 6, 7, 8.2 and 9, survive any expiration or termination of the Agreement.

9. MISCELLANEOUS

9.1. Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of California. The parties shall try in good faith to resolve any dispute or claim related to or arising out of this Agreement, or the interpretation, making, performance, breach or termination thereof, amicably by themselves. If the dispute or claim cannot be resolved by the parties themselves, then it shall be adjudicated exclusively by the state and federal courts located in California. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for temporary or permanent injunctive relief without breach of this Section 9.1.

9.2. Severability. In the event any one or more of the provisions of this Agreement are unenforceable, it shall be stricken from this Agreement but the remainder of the Agreement shall be unimpaired.

9.3. Waiver. No waiver of any term of this Agreement shall bind the party making such waiver unless in writing and signed by the party making such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose given. No waiver by a party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

9.4. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without the consent of the other party to an affiliate of the assigning party or as part of any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. The Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

9.5. Independent Contractors. The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.

9.6. Notices. All requests and notices required or permitted to be given to the parties hereto shall be given in writing and shall be delivered to the other party, effective on receipt, at the appropriate address as set forth below or to such other addresses as may be designated in writing by the parties from time to time during the term of this Agreement.

If to Perplexity: 115 Sansome St. Suite 900, San Francisco, CA 94104 (US); DataRep, The Cube, Monahan Road, Cork, T12 H1XY, Republic of Ireland (EU) enterprise@perplexity.ai

If to Customer:
As set forth in the Order Form

9.7. Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

9.8. Export Laws. Customer agrees that it will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by Perplexity hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (i) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (ii) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, Customer represents and warrants that it is not located in any such country or on any such list. Customer is responsible for and hereby agree to comply at its sole expense with all applicable United States export laws and regulations.

9.9. Publicity. Perplexity may (i) reproduce and display Customer’s name, trademarks and logos on its websites and other marketing materials for the purpose of identifying Customer as a customer of the Services, and (ii) use and publish Customer’s testimonials and feedback regarding the Services in publications, presentations and marketing materials used by the Company. Customer agrees to provide such testimonials and feedback as reasonably requested by the Company.

9.10. Headings. The captions to the several sections in these Terms and Conditions are not a part of the Agreement, but are included merely for convenience of reference only and shall not affect its meaning or interpretation.

9.11. Entire Agreement; Amendment. The Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. In entering into this Agreement, neither party is relying on any statements, representations or warranties not contained herein. No consent, modification or change of any term of this Agreement shall bind either party unless in writing signed by both parties.

9.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same agreement.

DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of and is incorporated into the Perplexity Pro for Enterprise Terms and Conditions and any Order entered into between Customer and Perplexity governing Customer’s use of Services (the “Agreement”). To the extent that Perplexity processes any Personal Data in connection Customer’s use of the Services, this DPA sets forth Customer’s instructions for the processing of such Personal Data and the rights and obligations of both Parties. Except as expressly set forth in this DPA, the Perplexity Pro for Enterprise Terms and Conditions and Orders (if any) shall remain unmodified and in full force and effect. In the event of any conflicts between this DPA, the Agreement and/or an Order, the order of precedence set out in the Order Form shall apply.

1. Definitions. For the purposes of this DPA, the following terms shall have the meanings set out below. Capitalized terms used but not defined in this DPA shall have the meanings given in the Perplexity Pro for Enterprise Terms and Conditions. All other capitalized terms in this DPA not otherwise defined in the Agreement shall have the corresponding meanings given to them in Privacy Laws.

a. “Controller to Processor Clauses” means (i) in respect of transfers of Personal Data subject to the GDPR, the standard contractual clauses for the transfer of Personal Data to third countries set out in Commission Decision 2021/914 of 4 June 2021, specifically including Module 2 (Controller to Processor) (“EU SCCs”); and (ii) in respect of transfers of Personal Data subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B.1.0) issued by the UK Information Commissioner (“UK Addendum”), in each case as amended, updated or replaced from time to time.

b. “EU/UK Privacy Laws” means, as applicable: (i) the General Data Protection Regulation 2016/679 (the “GDPR”); (ii) the Privacy and Electronic Communications Directive 2002/58/EC; (iii) the UK Data Protection Act 2018, the UK General Data Protection Regulation as defined by the UK Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (together with the UK Data Protection Act 2018, the “UK GDPR”), and the Privacy and Electronic Communications Regulations 2003; and (iv) any relevant law, directive, order, rule, regulation or other binding instrument which implements any of the above, in each case, as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time.

c. “Personal Data” means any information that Perplexity processes on behalf of Customer to provide the Services that is defined as “personal data,” “personal information” or “personally identifiable information” under any Privacy Law.

d. “Privacy Laws” means, as applicable, EU/UK Privacy Laws, US Privacy Laws and any similar law of any other jurisdiction which relates to data protection, privacy or the use of Personal Data and requires Controllers and Processors to agree to specific contractual commitments regarding the processing of Personal Data, in each case, as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time.

e. “Processor to Processor Clauses” means (i) in respect of transfers of Personal Data subject to the GDPR, the standard contractual clauses for the transfer of personal data to third countries set out in Commission Decision 2021/914 of 4 June 2021, specifically including Module 3 (Processor to Processor); and (ii) in respect of transfers of Personal Data subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B.1.0) issued by the UK Information Commissioner, in each case as amended, updated or replaced from time to time.

f. “Third Country” means any country or territory outside of the scope of the data protection laws of the European Economic Area or the UK, as relevant, excluding countries or territories approved as providing adequate protection for Personal Data by the relevant competent authority from time to time.

g. “US Privacy Laws” means, as applicable, the California Consumer Privacy Act, Colorado Privacy Act, Connecticut Data Privacy Act, Utah Consumer Privacy Act, and Virginia Consumer Data Protection Act, and any similar law of any other state related to the processing of Personal Data, in each case, as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time.

h. The terms “Business,” “Controller,” “Processor,” “Sell,” “Service Provider,” and “Share” shall have the meaning given to them under applicable Privacy Laws.

2. Roles of the Parties. The Parties acknowledge that in relation to any Personal Data received from Customer in providing the Services, for purposes of Privacy Laws, Customer is the Controller or Business and Perplexity is the Service Provider or Processor.

3. Customer Obligations: Customer shall comply with all Privacy Laws in providing Personal Data to Perplexity in connection with its use of the Services, including the use of any integrations with the Services. Customer represents and warrants that (a) all Personal Data was collected and at all times processed and maintained by or on behalf of Customer in compliance with all Privacy Laws, including with respect to any obligations to provide notice to and/or obtain consent from individuals and (b) Customer has complied with Privacy Laws in, including having a lawful basis for, disclosing the Personal Data to Perplexity and enabling Perplexity to process the Personal Data as set out in the Agreement and this DPA. Customer shall notify Perplexity without undue delay if Customer makes a determination that the processing of Personal Data under the Agreement does not or will not comply with Privacy Laws, in which case, Perplexity shall not be required to continue processing such Personal Data.

4. Processing of Personal Data. The Parties agree that the details of processing are as described in Annex 1. In processing Personal Data under the Agreement, Perplexity shall:

a. only process Personal Data on documented instructions from Customer, for the limited and specific purpose described in Annex 1, unless otherwise permitted to process such Personal Data by applicable Privacy Laws, and at all times in compliance with Privacy Laws and the terms of this DPA, providing the same level of privacy protection as is required by Privacy Laws;

b. notify Customer promptly if it makes a determination that (i) it can no longer comply with Customer’s instructions for the processing of Personal Data, its obligations under Privacy Laws or the terms of this DPA or (ii) if it believes that the instruction of Customer infringes applicable Privacy Laws;

c. to the extent required by Privacy Laws, grant Customer the right to take reasonable and appropriate steps to help ensure that Perplexity uses the Personal Data in a manner consistent with Customer’s obligations under this DPA and Privacy Laws, and stop and remediate any unauthorized use of the Personal Data;

d. require that each employee or other person processing Personal Data is subject to an appropriate duty of confidentiality with respect to such Personal Data.

5. Prohibitions. To the extent required by Privacy Laws, Perplexity shall not (a) Sell or Share Personal Data, (b) retain, use, or disclose the Personal Data outside of the direct business relationship between Perplexity and Customer and for any purpose other than for the specific purpose of providing the Services to Customer or (c) combine the Personal Data received from, or on behalf of, Customer with any Personal Data that may be collected from Perplexity’s separate interactions with the individual(s) to whom the Personal Data relates or from any other sources. For the avoidance of doubt, Personal Data will not be used for training of Perplexity’s large language models.

6. Use of Subcontractors.

a. Customer hereby grants Perplexity general written authorization to engage the subcontractors set out in Annex 2, subject to the requirements of this Section 6.

b. If Perplexity appoints a new subcontractor or intends to make any changes concerning the addition or replacement of any subcontractor, it shall provide Customer with seven business days’ prior written notice, during which Customer can object to the appointment or replacement on reasonable and documented grounds related to the confidentiality or security of Personal Data or the subcontractor’s compliance with Privacy Laws (and if Customer does not so object, Perplexity may proceed with the appointment or replacement).

c. Perplexity shall engage subcontractors only pursuant to a written agreement that contains obligations on the subcontractor which are no less onerous on the relevant subcontractor than the obligations on Perplexity under this DPA.

d. In the event Perplexity engages a subcontractor to carry out specific processing activities on behalf of Customer pursuant to EU/UK Privacy Laws, where that subcontractor fails to fulfil its obligations, Perplexity shall remain fully liable under applicable EU/UK Privacy Laws to Customer for the performance of that subcontractor’s obligations.

7. Assistance. Perplexity shall, in relation to the processing of Personal Data and to enable Customer to comply with its obligations which arise as a result thereof, provide assistance to Customer, through appropriate technical and organizational measures, in entering into this DPA and:

a. notifying Customer of, and (if authorized by Customer) responding to, requests from individuals pursuant to their rights under Privacy Laws, including by providing, deleting or correcting the relevant Personal Data, or by enabling Customer to do the same, insofar as this is possible**;**

b. implementing reasonable security procedures and practices appropriate to the nature of the Personal Data to protect the Personal Data from unauthorized or illegal access, destruction, use, modification, or disclosure;

c. to the extent required by Privacy Laws, conducting data protection impact assessments and, if required, prior consultation with relevant competent authorities; and

d. notifying relevant competent authorities and/or affected individuals of Personal Data breaches.

8. Security Measures. Perplexity shall, taking into account the state-of-the-art, the costs of implementation and the nature, scope, context and purpose of the processing, implement appropriate technical, physical and organizational measures designed to provide a level of security appropriate to the risk, as set out in Annex 3, or otherwise agreed and documented between Customer and Perplexity from time to time, and shall continue to comply with them during the term of the Agreement. Perplexity shall provide data protection and security training to those employees and other persons authorized to access Personal Data.

9. Access and Audits. Upon reasonable written request of Customer, Perplexity shall allow for and contribute to inspections and audits regarding Perplexity’s compliance with its obligations under this DPA and Privacy Laws by, on Customer’s request, providing to Customer such information in Perplexity’s possession as is reasonably necessary to demonstrate such compliance and/or arranging for a qualified and independent auditor to conduct an assessment of Perplexity’s policies and technical and organizational measures for such compliance, using an appropriate and accepted control standard or framework and assessment procedure for such assessments. Perplexity will provide a report of such assessment to Customer upon reasonable request. Customer shall be permitted to request such information and/or audit no more than once every 12 months, upon 30 days’ advance written notice to Perplexity, and only after the Parties come to agreement on the scope of the audit and provided the auditor is bound by a duty of confidentiality. Notwithstanding the foregoing, in no event shall Vendor be required to give Customer access to information, facilities or systems to the extent doing so would cause Vendor to be in violation of confidentiality obligations owed to other customers or its legal obligations.

10. Deletion of Personal Data. At Customer’s choice and direction, Perplexity shall delete or return all Personal Data to Customer as requested at the end of the provision of the Services to Customer, unless retention of the Personal Data is required by law, in which case, Perplexity shall notify Customer without undue delay of such legal requirement and shall upon the expiration of such retention obligation immediately delete or return the Personal Data, at Customer’s choice and direction.

11. Data Transfers. To the extent Perplexity processes Personal Data subject to EU/UK Privacy Laws in a Third Country, and it is acting as data importer, Perplexity shall comply with the data importer’s obligations set out in the Controller to Processor Clauses, which are hereby incorporated into and form part of this DPA, and:

a. for the purposes of Annex I or Part 1 (as relevant), Customer is a controller and Perplexity is a processor, and the parties, contact person’s details and processing details set out in the Agreement, this DPA and Annex 1 shall apply and the Start Date is the effective date of the Agreement;

b. if applicable, for the purposes of Part 1 of the UK Addendum, the relevant Addendum EU SCCs (as such term is defined in the UK Addendum) are the EU SCCs as incorporated into this DPA by virtue of this Section 11;

c. for the purposes of Annex II or Part 1 (as relevant), the technical and organizational security measures, and the technical and organizational measures taken by Perplexity to assist Customer, as each are set out in Annex 3, shall apply;

d. if applicable, for the purposes of Annex III or Part 1 (as relevant), the list of authorized sub-contractors set out in Annex 2 shall apply; and

e. if applicable, for the purposes of: (i) Clause 9, Option 1 (“Specific prior authorization”) is deemed to be selected and a notice period of 30 days shall apply; (ii) Clause 11(a), the optional wording in relation to independent dispute resolution is deemed to be included; (iii) Clause 13 and Annex I.C, the competent supervisory authority shall be the Irish regulator; (iv) Clauses 17 and 18, Option 1 is deemed to be selected and the governing law and the competent courts shall be Irish law and Irish courts, respectively; (vi) Part 1, Customer as exporter may terminate the UK Addendum pursuant to Section 19 of such UK Addendum.

To the extent Perplexity appoints an affiliate or third-party subcontractor to process the Personal Data in a Third Country, Perplexity shall execute the Processor to Processor Clauses with any relevant subcontractor (including affiliates) it appoints on behalf of Customer. At Customer’s request, Perplexity shall enter separately into the Controller to Processor Clauses with Customer and shall take any other alternative or additional steps reasonably requested by Customer in order to ensure that Perplexity’s processing of Personal Data takes place in accordance with the requirements of Privacy Laws.

Annex 1

Details of Processing

Nature of the processing
The provision of the Services to Customer as set out in the Agreement.

Purpose(s) of the processing
The provision of the Services to Customer as set out in the Agreement.

Categories of individuals whose Personal Data is processed
Authorized Users of Services.

Categories of Personal Data processed
Authorized Users’ Account information  and personal information contained in Input submitted through the Services. Any personal information contained within Input will be stored for seven days [unless Customer requests the retention period to be adjusted or deleted].

Types of Personal Data subject to the processing that are considered “sensitive” or “special category” under Privacy Laws
No sensitive data is intended to be processed unless an Authorized User includes it unexpectedly in Input

Frequency (e.g. one-off or continuous) and duration of the processing
On a continuous basis, for the duration of the term of the Agreement and any post-termination retention period as set out in the Agreement.

The subject matter, nature and duration of processing carried out by any sub-processors authorized pursuant to Section 6 is as set out in this Annex 1 and in Annex 2.

Annex 2

Authorized Subcontractors

• Subcontractor Name - Type of Service - Location

  • Amazon Web Services - Cloud infrastructure - Worldwide

  • Microsoft Azure - ChatGPT LLMs - Worldwide

  • Amazon - LLMs - Worldwide

Annex 3

Security Measures

Perplexity maintains reasonable Security Measures in proportionate measure to the risk presented by the processing of Personal Data and otherwise relies on security measures implemented and maintained by subcontractors set out in Annex 2, including Amazon and Microsoft.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

After modification, we will post the revised Terms and update the “Last updated” date above. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please cease using the Service.

Contact Us

If you have any questions about these Terms, please contact us at support@perplexity.ai.