Businesses in ChatGPT Terms

These Businesses in ChatGPT Terms (“Terms”) are entered into between the organization agreeing to these terms (“Customer” or “you”) and the OpenAI entity that is a party to the Agreement (“OpenAI”) and govern your access to and use of Businesses in ChatGPT. OpenAI and Customer are each a “Party” and collectively the “Parties”. These Terms supplement and are incorporated into the Agreement. If there is a conflict between these Terms and the Agreement, these Terms will control solely with respect to the subject matter within these Terms.

By enabling, accessing, or using Businesses in ChatGPT, or by providing data or materials through it, you agree to these Terms and represent that you have authority to bind the applicable entity.

1.1. Access and Use. OpenAI may make Businesses in ChatGPT, including the Tools, available to you. Subject to the Agreement and these Terms, you may access and use Businesses in ChatGPT during the term solely as permitted under these Terms. You will not (a) use Businesses in ChatGPT unlawfully, in violation of OpenAI Policies, or in a manner that infringes third-party rights; (b) Reverse Engineer, interfere with, disrupt, extract data from, or circumvent protective measures for Businesses in ChatGPT; or (c) buy, sell, transfer, or share any keys, credentials, or other access mechanisms for Businesses in ChatGPT except as permitted by OpenAI. You are responsible for all acts and omissions of anyone acting on your behalf in connection with Businesses in ChatGPT.

1.2. Tool-Specific Terms. The provisions governing your use of a particular Tool apply if you enable, leave enabled, or elect to use that Tool. OpenAI may develop, configure, and test Tools, including Business Agents for your business, before you elect to use them, using Customer Data as permitted under these Terms or the Agreement, and other information OpenAI is otherwise entitled to use. OpenAI may make additional Tools available subject to additional terms presented to you, which become part of these Terms upon your enablement, access, or use of the applicable Tool.

2.1. Ownership and Feedback. As between the Parties, to the extent permitted by applicable law, you retain all rights you have in Customer Data, and OpenAI owns all rights in Businesses in ChatGPT and Insight Data. Except as expressly set forth in these Terms or the Agreement, neither Party grants the other any IP Rights. If you provide feedback about Businesses in ChatGPT, you grant OpenAI the right to use and exploit such feedback without restriction or compensation.

2.2. Customer Data. You will provide or otherwise make available Customer Data to OpenAI for the Access Purpose and the Display Use. To the extent OpenAI or its Affiliates need a license under applicable law, you grant OpenAI and its Affiliates a non-exclusive, worldwide, royalty-free license to Customer Data for the Display Use.

2.3. Customer Obligations. You are solely responsible for (a) Customer Data and the instructions and settings provided or selected by you or on your behalf; (b) your use of any recommendation, configuration, or output; and (c) testing to ensure any Business Agent you enable or elect to use performs as expected, is safe for users, accurate, and compliant with the OpenAI Policies⁠⁠⁠⁠. Certain settings or functionality within Businesses in ChatGPT may be enabled by default, and you are responsible for reviewing the available settings and for settings and functionality you enable or leave enabled, including default settings and functionality. You will keep Customer Data current and promptly correct or remove inaccurate, outdated, or unauthorized materials. OpenAI may retrieve and refresh Customer Data from sources you identify or make available in connection with Businesses in ChatGPT. You authorize OpenAI to use your business names, trademarks, and other brand assets in connection with its permitted use of Customer Data.

If you provide a Product Feed: (a) you will follow OpenAI’s specifications and applicable OpenAI Policies; (b) you will ensure that you and anyone acting on your behalf permit OpenAI’s and its Affiliates’ crawlers and agents to access and interact with your respective websites in accordance with OpenAI’s applicable documentation; (c) you and your Affiliates do not exercise or reserve any rights under any text and data mining exception, opt-out, or similar mechanism with respect to OpenAI or its Affiliates in relation to any of your or your Affiliates’ websites or Customer Data (and if you or any of your Affiliates do reserve or exercise any such rights, you agree on behalf of yourself and your Affiliates that such rights will have no effect with respect to OpenAI or its Affiliates); (d) upon notice from OpenAI, you will promptly withdraw content suspected of infringement, counterfeiting, or other proprietary or privacy-rights violations pending resolution; (e) any personal data in the Product Feed must have been publicly available in mass media and each Party acts as an independent controller for its permitted uses; (f) upon OpenAI’s request, you will promptly work with OpenAI to resolve discrepancies between the Product Feeds and your properties, formatting errors, missing data, and integration issues, and provide reasonable technical support and subject matter expertise to maintain feed quality and compatibility; and (g) OpenAI may decline or remove feed content at its discretion.

4.1. Business Listings. OpenAI may create, maintain, and display a business listing on OpenAI Properties using Customer Data and other information OpenAI is otherwise entitled to use, regardless of whether you claim, manage, or cease managing it. You may create, claim, and manage your business listing through Business Hub, subject to any identity and authority verification OpenAI requires. You will promptly notify OpenAI if your authority changes and cooperate in resolving ownership or access disputes. Creating, claiming, or managing your business listing does not give you exclusive control over its contents; OpenAI may supplement, edit, or replace information using other sources or decline to display information you submit. OpenAI does not guarantee verification. By using Business Hub, you agree OpenAI’s AI assistant may make calls to you on behalf of our users. You can opt out here⁠(opens in a new window).

4.2. Public Information. Notwithstanding any provision to the contrary, the Display Use license in Section 2.2 is perpetual and irrevocable for basic business information you submit for public display, including business name, address, contact details, category, opening hours, and website.

5.1. Creation and Use. OpenAI may create and configure a Business Agent for your business before you elect to use it. You may provide instructions, preferences, and other inputs to inform its development and configuration, subject to the functionality and settings OpenAI makes available. Creating, configuring, previewing, or linking a Business Agent does not publish it. A Business Agent will be made available to users only if you elect to publish it. Publication does not authorize paid advertising, which requires an advertising relationship with OpenAI under the Advertising Terms⁠.

5.2. Customer Responsibilities. If you enable or elect to publish a Business Agent, as between you and OpenAI, you are responsible for the Business Agent, including its content, configurations, safety and other testing to ensure accuracy, Actions, and Outputs, whether or not you provided, reviewed, or approved them. You will promptly correct identified issues within your control, notify OpenAI of any inaccuracies, unauthorized behavior, or other issues of which you become aware, and reasonably cooperate with OpenAI in addressing them.

5.3. Distribution and Promotion. By electing to publish a Business Agent, you authorize OpenAI to make it available to users and to display and promote it in connection with your business. To the extent its Outputs include Customer Data, you grant users a nonexclusive, worldwide, irrevocable, royalty-free license to use, store, copy, display, distribute, and prepare derivative works of that Customer Data.

5.4. Actions. You are responsible for the operation and permissions of systems or services provided by you or on your behalf that connect to the Business Agent through Actions, and you authorize OpenAI to access and use those systems or services in connection with the Business Agent. You are responsible for handling and resolving offers, commitments, and transactions made through the Business Agent. OpenAI does not become the seller or provider of your products or services by making a Business Agent available. Any custom app, connector, plugin, or action that you or anyone acting on your behalf develops, publishes, or operates for use with a Business Agent is subject to the App Developer Terms⁠, and you will ensure that each such integration complies with those terms.

5.5. Lead Information. OpenAI may make Lead Information available to you, and you are responsible for your receipt, use, protection, and disclosure of Lead Information and any communications or follow-up with users. You will ensure that you and anyone acting on your behalf use Lead Information in compliance with applicable laws, your privacy policy, and disclosures and commitments to users, including required notices, consents, and user preferences and rights requests.

5.6. AI Limitations; Modification and Removal. Business Agents may produce inaccurate or unexpected responses or actions. OpenAI does not warrant that a Business Agent will always follow instructions or that its responses or actions will be accurate, lawful, non-infringing, or suitable for your business. OpenAI may modify, suspend, or remove any Business Agent or its functionality at any time, for any reason, without notice.

If OpenAI provides any Insight Data to you, you may use it only to measure, analyze, optimize, and report on your use of Businesses in ChatGPT and the Services. Unless OpenAI authorizes otherwise in writing, you will not: (a) disclose or provide access to Insight Data or its derivatives, except to service providers acting on your behalf solely for the permitted purposes and subject to equivalent restrictions; (b) use or combine Insight Data to identify or re-identify any individual; (c) sell or otherwise commercially exploit Insight Data; or (d) use Insight Data or other data obtained through Businesses in ChatGPT to create or modify audiences, profiles, or datasets identifying or targeting OpenAI users, except through functionality expressly provided by OpenAI. You are responsible for your service providers’ compliance with these restrictions. Insight Data is OpenAI’s Confidential Information under the Agreement.

You represent and warrant that: (a) you have and will maintain all rights, permissions, consents, and legal bases, and have provided all notices necessary to provide or make available Customer Data, authorize the activities contemplated by these Terms, and grant the rights described in them; (b) you are authorized to represent each business for which you use Businesses in ChatGPT and to provide or make available its Customer Data, create, claim, or manage its business listing, and configure or authorize its Business Agent, as applicable; (c) Customer Data, your use and configuration of Businesses in ChatGPT, and OpenAI’s authorized use of Customer Data will comply with applicable law and OpenAI Policies and will not infringe, misappropriate, or otherwise violate third-party rights; (d) the factual information and claims you supply or approve are and will remain accurate, current, complete in all material respects, supported by appropriate substantiation, and accompanied by required disclosures and warnings; (e) your products and services are lawfully offered, meet applicable safety and regulatory requirements, and are supported by all necessary licenses and approvals; and (f) Customer Data does not contain Prohibited Data, malicious code, or materials intended to compromise the security or operation of Businesses in ChatGPT. You will promptly notify OpenAI of any actual or threatened complaint or Claim concerning Customer Data, your business listing, or your Business Agent, and reasonably cooperate in investigating and resolving it.

OpenAI does not guarantee that Businesses in ChatGPT or any Tool will be made or remain available, receive any particular placement, ranking, visibility or level of distribution, or achieve any traffic, engagement, conversions, sales, or other results. Enabling or electing to use a Tool does not entitle you to preferential treatment in other OpenAI products or services.

You will indemnify, defend, and hold harmless OpenAI and its Affiliates and licensors against any liabilities, damages, and costs, including reasonable attorneys’ fees and other defense expenses, arising out of any Claim related to: (a) Customer Data, including its collection, provision, or use as authorized under these Terms; (b) your business, products, or services, including their promotion, sale, or fulfillment; (c) your business listing or Business Agent, including its content, configurations, connected services, agent design, integration, deployment, operation, safety testing, safeguards, warnings, Actions, and Outputs; (d) any allegations relating to your business listing or Business Agent of unfair or deceptive acts or practices, false or misleading advertising, violations of consumer protection laws, product liability, negligent or defective design, failure to warn, or other negligence; or (e) your violation of these Terms. The Agreement’s indemnification procedures apply to this Section.

10.1. Covenant Not to Sue. You, on behalf of yourself and your Affiliates, hereby irrevocably and perpetually covenant and agree not to assert or commence (or enable, authorize, or assist any third party to assert or commence) any Covered Claim against OpenAI or any of its Affiliates (or any of their respective employees, officers, directors, customers, distributors, resellers, end users, suppliers, or service providers).

10.2. Release. You, on behalf of yourself and your Affiliates, hereby irrevocably and perpetually waive, release, and forever discharge OpenAI and its Affiliates (and their respective employees, officers, directors, customers, distributors, resellers, end users, suppliers, or service providers) from all Covered Claims and all associated damages, costs, expenses, and other liabilities. The foregoing release is expressly intended to cover and include all Covered Claims, whether known or unknown, suspected or unsuspected, that can or may ever be asserted, or could have been asserted, with respect to the foregoing matters. You, on behalf of yourself and your Affiliates, expressly waive any rights or benefits available under the provisions of Section 1542 of the California Civil Code or any similar law or principle under the laws of any other jurisdiction. Civil Code Section 1542 provides that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

10.3. Continued Provision of Services. Notwithstanding anything to the contrary in the Agreement or these Terms, neither their termination or expiration nor any other provision will require OpenAI or its Affiliates to modify, delete, or cease providing any of their products or services, including any product or service in which Customer Data has been used or included. You waive and agree not to seek any equitable remedy, including injunctive relief, against OpenAI or its Affiliates with respect to the foregoing. This Section survives termination or expiration of the Agreement or these Terms.

“Access Purpose” means OpenAI’s and its Affiliates’ development, provision, and improvement of their products or services.

“Action” means an API, website, or service enabled to interact with your Business Agent.

“Affiliate” means, with respect to a Party, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, that Party.

“Agreement” means the agreement, online terms, or other written terms between you and OpenAI or its Affiliate that govern your use of the Services and under which OpenAI makes Businesses in ChatGPT available to you.

“Business Agent” means an AI-powered experience that interacts with users on behalf of or in connection with your business, products, or services.

“Business Hub” means the interface within Businesses in ChatGPT through which businesses may create, claim, and manage their business listings and access and use the Tools.

“Businesses in ChatGPT” means OpenAI’s offering of interfaces, tools, and services for businesses, including Business Hub and the Tools.

“Claim” means legal proceedings filed by a third party.

“Confidential Information” has the meaning given in the Agreement.

“Covered Claim” means a claim, other than a claim that OpenAI breached these Terms, arising out of or relating to (a) Customer Data, including in connection with the Access Purpose; (b) any other content, data, or materials that are or were published or made available at any time prior to or during the term of these Terms on or in websites, applications, or other online properties owned or operated by you or your Affiliates; or (c) any other content, data, or materials you or any of your Affiliates has or had, or asserts to have or have had, any rights or interest in that are or were made available at any time prior to or during the term of these Terms on or in any other website or other online property.

“Customer Data” means information, data, and materials you or anyone acting on your behalf submits, identifies, or makes available to OpenAI for use with Businesses in ChatGPT, including Product Feeds, business information, brand assets, media, links and linked materials, guidelines, instructions, and sales or customer support materials.

“Display Use” means to host, reproduce, modify (including for formatting), display, transmit, and distribute as necessary to provide Businesses in ChatGPT, comply with law, enforce OpenAI Policies, and operate transparency tools.

“Insight Data” means reports, analytics, metrics, and other insights OpenAI makes available to you in connection with Businesses in ChatGPT. Insight Data does not include Lead Information.

“IP Rights” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.

“Lead Information” means information users provide and authorize us to share with you through a Business Agent.

“OpenAI Policies” means the Businesses in ChatGPT Policy⁠, the Business Agents Policy⁠, and any other policies OpenAI makes available that apply to the Services or these Terms, in each case as updated from time to time.

“OpenAI Properties” means websites, applications, and other online properties or interfaces owned or operated by OpenAI or its Affiliates, including ChatGPT.

“Output” means any content or information generated or provided by a Business Agent, including responses, statements, recommendations, descriptions, and offers.

“Product Feed” means product or catalog information supplied through a feed, API, integration, or other submission method supported by OpenAI.

“Prohibited Data” means (a) data relating to, or collected from services directed to children, as defined by applicable law; (b) data relating to sensitive information, as defined by applicable law; and (c) data that could constitute “Consumer Health Data” under the Washington My Health My Data Act, data subject to similar health-related privacy laws, or data that could otherwise identify an individual’s past, present, or future physical or mental health status. Prohibited Data includes, but is not limited to, the following categories: (i) sexual orientation, sexual behavior, or sex life, (ii) status as transgender or nonbinary, (iii) race or ethnic origin, (iv) religious or philosophical beliefs, (v) financial distress, (vi) trade union membership, (vii) political opinions or affiliation, (viii) citizenship or immigration status, (ix) status as a victim of a crime, (x) genetic or biometric data, (xi) disability status, and (xii) other sensitive categories. 

“Reverse Engineer” means reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components, algorithms, or systems of Businesses in ChatGPT (except to the extent these restrictions are contrary to applicable law).

“Services” means the applicable services provided by OpenAI or its Affiliate in connection with which Businesses in ChatGPT is made available.

“Tools” means the tools, features, and integrations OpenAI makes available from time to time through or in connection with Businesses in ChatGPT, including Business Agents and tools for submitting and managing Product Feeds.