Product-Specific Terms
These Product-Specific Terms constitute part of Customer’s Agreement to access and use the Platform. Pencil may update Product-Specific Terms (in whole or in part) by posting revised or replacement versions on webpage(s) on the trypencil.com domain (or any successor thereto).
By using the Platform after any changes of these Product-Specific Terms, Customer agrees to be bound by such updated Product-Specific Terms; provided that any changes shall not adversely affect Customer’s right of access to the Platform or result in a material reduction of the functionalities of the Platform. For Customers with Agreements dated prior to June 30, 2026, these Product-Specific Terms constitute Appendix C (Additional Terms).
Unless otherwise defined in these Product-Specific Terms, all capitalised terms in these Product-Specific Terms shall have the meaning given to them in the Agreement. To the extent of any conflict or inconsistency between these Product-Specific Terms and the rest of this Agreement, the Product-Specific Terms shall govern and prevail in respect of the specific functionalities or matters set out below.
1. Third-Party AI Models
1.1. Integration. Certain elements of the Platform enable Customer and its Authorised Users to access and use Third-Party AI Models. Customer acknowledges and agrees that (i) Customer is responsible for enabling or disabling specific Third-Party AI Models through its configuration of the Platform, (ii) Pencil does not operate or control such Third-Party AI Models, and (iii) Pencil does not guarantee and is not liable for the performance, availability or functionality of any Third-Party AI Model.
1.2. Enablement. By enabling any Third-Party AI Model in the Platform, Customer is instructing Pencil to share any relevant Customer Content with the applicable provider of such Third-Party AI Model. Such providers of Third-Party AI Models may process Customer Content solely in connection with the Platform and may retain Customer Content with respect to such processing. Pencil shall ensure that any providers of any relevant Third-Party AI Model to whom Customer Content is provided are subject to restrictions that are as least as protective as those set out in Section 2.2 (No Training) and Section 13 (Confidentiality) of the Enterprise Terms and Conditions with respect to Customer Content.
1.3. Marketplace Models. Pencil may make certain Third-Party AI Models available in the Platform that are designated as “Marketplace Models.” Notwithstanding anything to the contrary in the Agreement, such Marketplace Models are provided “as-is” and Pencil disclaims any and all express or implied conditions, warranties, representations, indemnities, undertakings or other terms of any nature relating to any Marketplace Models and is not responsible or liable for or in connection with any Marketplace Models or Customer’s use or reliance on them, including with respect to any Outputs generated by Marketplace Models. For the avoidance of doubt, Pencil’s obligations under the Output Indemnity shall not apply, in whole or in part, to any Outputs generated in connection with any Marketplace Models.
1.4. Third-Party Terms. Customer acknowledges and agrees that the use of Third-Party AI Models is subject to the third-party terms and conditions of any Third-Party AI Model (as applicable) and Customer shall comply with any such third-party terms and conditions, including but not limited to the Third-Party Terms here.
2. Bring-Your-Own-Model
2.1. Bring Your Own Model. If the Order Form indicates that Customer is authorised to integrate certain artificial intelligence models or systems owned or licensed by Customer (each, a “BYO Model”) with the Platform for use within the Platform by its Authorised Users, this Section 2.1 shall apply. Customer shall (i) ensure that any BYO Models are made available to Pencil as necessary to enable their availability and operation as part of the Platform and (ii) promptly provide Pencil with all information (including any developer documentation, API keys and/or any other credentials) and cooperation reasonably required or requested by Pencil in order to integrate the BYO Model and make it available within Platform for use by Customer and its Authorised Users. Customer shall pay Pencil any applicable Fees to integrate and use such BYO Models through the Platform as set forth in the applicable Order Form, including through use of Credits and Credit Actions. Customer acknowledges and agrees that, as between the Parties, Customer is solely responsible and liable for each BYO Model and all outputs generated by a BYO Model (the “BYO Model Outputs”) and that Pencil expressly disclaims any and all responsibility and liability for the BYO Model Outputs and the BYO Model (including with respect to any unavailability of any BYO Model due to act or omission of, or circumstance affecting, any third-party provider of a BYO Model). Without limiting the foregoing, Pencil’s obligations under Section 9.1 and representations and warranties under Section 6.1 shall not apply, in whole or in part, to any BYO Model nor BYO Model Outputs. Customer represents and warrants on an ongoing basis that Customer has obtained all rights, consents and authorisations necessary for the integration of the BYO Model by Pencil and the ongoing use of the BYO Model within the Platform as described herein.
2.2. BYO Model Indemnity. Customer shall indemnify Pencil from and against all Losses incurred in connection with any Claim brought by a third party against Pencil or any Pencil Affiliates arising out of or related to (i) BYO Models or (ii) BYO Model Outputs.
3. Connected Applications
3.1. Enablement. Certain elements of the Platform may permit or enable Customer and/or its Authorised Users to link or otherwise connect or integrate systems or applications owned or controlled by Customer (“Connected Applications”). By connecting any Connected Application to the Platform, Customer (a) represents and warrants that it is entitled to link or otherwise connect the Connected Application to the Platform; and (b) instructs Pencil to access and/or share any Customer Content with the relevant providers of such Connected Applications. Customer acknowledges and agrees that Pencil (a) does not control and is not responsible for any Connected Application and (b) may access Content from such Connected Applications at the instruction of Customer and its Authorised Users and that such Content shall be deemed User Content under the Agreement.
3.2. Third-Party Terms. Customer acknowledges and agrees that the use of Connected Applications is subject to the third-party terms and conditions of any Connected Application (as applicable) and Customer shall comply with any such third-party terms and conditions, including but not limited to as set forth in the Third-Party Terms here.
4. AI Agents
4.1. Definitions. The following definitions apply to this Section:
4.1.1. “AI Agent” means an artificial intelligence workflow designed to execute tasks, actions or other functions (“AI Actions”) with respect to the Platform, Third-Party AI Models and/or Connected Applications, as reflected in the instructions and prompts used to create such workflows. AI Actions do not constitute “Outputs” for the purposes of the Agreement.
4.1.2. “Custom AI Agent” means an AI Agent built by Customer using instructions and prompts provided by Customer. Such instructions and prompts, whether used to inform, configure or direct AI Actions and/or generate Outputs, shall be considered User Content under the Agreement.
4.1.3. “Pencil AI Agent” means an AI Agent pre-built by Pencil or a Pencil Affiliate for use by customers of the Platform.
4.2. Responsibility. Customer is solely responsible for any and all AI Actions performed by AI Agents it deploys, and the AI Actions of AI Agents deployed by Customer shall be for all relevant purposes treated as if they were performed by Customer. In particular, Customer is solely responsible for: (a) authorisation of such AI Agents’ access to and taking of AI Actions with respect to Customer Content; (b) integrations with any Connected Applications exposed to such AI Agents (including that it has sufficient authority to allow AI Agents to execute AI Actions with respect to those Connected Applications and any relevant Connected Content in accordance with any relevant third-party terms); (c) supervision and monitoring of such AI Agents (including appropriate human oversight, intervention, review and approval of AI Actions) consistent with applicable laws and good industry practices; (d) the nature and extent of its deployment and configuration of AI Agents (including the permitted parameters of any AI Actions it configures an AI Agent to execute, the selection of Third-Party AI Models available to power such AI Agent and/or from which it can create Outputs, the other AI Agents with which such AI Agent can interact, and the Connected Applications and Connected Content exposed to such AI Agent); (e) determining whether the use and deployment of an AI Agent is appropriate for a given use case and (f) any Custom AI Agents.
4.3. Ownership. As between Pencil and Customer, Customer retains ownership of User Content (including instructions and prompts) used to build Custom AI Agents, and Pencil retains all right, title, and interest in and to Pencil Technology, including Pencil AI Agents.
4.4. Third-Party Data Sources. Certain AI Agent functionalities available through the Platform may enable Customer and its Authorised Users to generate results (“Third-Party Results”) based on or derived from third-party data, content or services available through third-party applications or websites that are not owned or controlled by Pencil and that are made available through the Platform for selection by Customer and its Authorised Users (“Third-Party Data Sources”). By enabling a Third-Party Data Source, Customer is instructing Pencil to share Customer Content with the provider of such Third-Party Data Source. Pencil does not control, review or verify any Third-Party Data Sources or Third-Party Results and disclaims any and all express or implied conditions, warranties, representations, indemnities, undertakings or other terms of any nature relating to Third-Party Data Sources or Third-Party Results and is not responsible or liable for or in connection with any Third-Party Data Sources or Third-Party Results or Customer’s use or reliance on them (including with respect to any intellectual property claims arising from or relating to such Third-Party Data Sources or Third-Party Results). Customer is solely responsible for determining whether to access, use or rely on any Third-Party Data Sources or Third-Party Results and for evaluating their fitness for any particular purpose. Pencil may add, modify or discontinue the availability of any Third-Party Data Sources at any time. For the avoidance of doubt, Third-Party Results do not constitute Outputs for the purposes of the Agreement, but may constitute User Content if used by Customer or its Authorised Users.
4.5. Third-Party Terms. Customer acknowledges and agrees that the use of Third-Party Data Source is subject to the third-party terms and conditions of any Third-Party Data Source (as applicable) and Customer shall comply with any such third-party terms and conditions, including but not limited to as set forth in the Third-Party Terms here.
