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Business and organizational users are required to indemnify OpenAI, its affiliates, and personnel against costs, losses, liabilities, and attorneys' fees arising from third-party claims related to their use of the services or violation of the terms.
This analysis describes what OpenAI's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This indemnification obligation applies broadly to any third-party claim arising out of or relating to business use of the services or Content, which could include claims by third parties whose data or intellectual property appears in user Content. Organizations should assess the scope of this obligation relative to their use cases.
Interpretive note: The breadth of 'arising out of or relating to your use of the Services and Content' creates interpretive uncertainty regarding which categories of third-party claims fall within the indemnification scope in specific use cases.
Under this clause, business and organizational users bear indemnification obligations to OpenAI for third-party claims arising from their use of the services or Content, including attorneys' fees. The provision is qualified by the phrase 'to the extent permitted by law.'
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"Indemnity. If you are a business or organisation, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys' fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.Excerpt from OpenAI's EU Terms of Use
1. REGULATORY LANDSCAPE: Indemnification clauses in standard-form business contracts interact with applicable contract law across EEA member states, UK law, and California law as the designated governing law for business use. The enforceability of broad indemnification provisions may be subject to reasonableness requirements under applicable national law. 2. GOVERNANCE EXPOSURE: Medium. The indemnification obligation is broadly drafted to cover third-party claims arising out of or relating to use of the services, which could encompass intellectual property infringement claims, data protection claims, or other third-party actions triggered by business users' Content submissions. Organizations should assess the breadth of potential exposure. 3. JURISDICTION FLAGS: California law governs per the Business Use Addendum. EEA and UK business users should assess whether California law application is enforceable under mandatory local law provisions and whether local indemnification standards differ materially. 4. CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should assess whether their standard vendor contract frameworks include equivalent indemnification reciprocity or caps, and whether this one-sided indemnification obligation creates imbalanced risk allocation relative to commercial norms. Legal review of the indemnification scope against the organization's actual use cases is advisable. 5. COMPLIANCE CONSIDERATIONS: Organizations should review their insurance coverage, including professional liability and cyber liability policies, to assess whether third-party claims triggering the indemnification obligation would be covered. Contract review processes should flag this provision when onboarding OpenAI as a vendor.
This indemnification obligation applies broadly to any third-party claim arising out of or relating to business use of the services or Content, which could include claims by third parties whose data or intellectual property appears in user Content. Organizations should assess the scope of this obligation relative to their use cases.
Under this clause, business and organizational users bear indemnification obligations to OpenAI for third-party claims arising from their use of the services or Content, including attorneys' fees. The provision is qualified by the phrase 'to the extent permitted by law.'
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by OpenAI.