Assist Beta Terms

Applicable to customers on any plan.

These Assist Beta Terms (these "Beta Terms") contain the terms under which Customer may access and use Assist Beta. By enabling or using Assist Beta, Customer agrees these Beta Terms are binding on Customer. These Assist Beta Terms form part of the Terms of Service, Master Subscription Agreement, or other written agreement between Retool, Inc. (“Retool”) and Customer that governs Customer’s use of the Services (the “Agreement”). In the event of any conflict between the Agreement and these Beta Terms, these Beta Terms will control with respect to such conflict.

Retool may update these Beta Terms from time to time. If Retool intends to makes a material change, Retool will notify Customer reasonably in advance of the change taking effect, either by email or by messaging Customer through the Services. Material changes will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If Customer or any Authorized User accesses or uses Assist Beta after the effective date, such use will constitute Customer's acceptance of the revised version of the Beta Terms.

What does “Customer” mean?

• "Customer" means the individual agreeing to these Beta Terms or, if you are entering into these Beta Terms on behalf of an entity (such as the company you work for) that entity.
• If you are entering into these Beta Terms on behalf of Customer, then you represent to Retool that you have the legal authority to bind the Customer to these Terms. If you do not have that authority or if Customer does not agree with these Beta Terms, then you may not agree to these Beta Terms, and neither you nor Customer may access or use Assist Beta.

1. Definitions.

Capitalized terms used in these Beta Terms will have the meanings below. All other capitalized terms not otherwise defined below will have the meanings given to them in the Agreement.

• “Assist Beta” means the features of the Services that use a Supported LLM to help Customer create or modify Custom Apps through natural language instructions.
• “Assist Prompt” means any data entered by Customer or an Authorized User into Assist Beta, including prompts and natural language instructions, to generate Suggestions.
• “Custom App” means any application, workflow, or process that is customized, programmed, or developed by Customer using the Services.
• “Customer Data” means any electronic data or content that an Authorized User submits to a Custom App, for example, by querying a Database, but excluding Non-Retool Products and the Services.
• “DPA” means the data processing addendum executed between the parties, or if the parties have not executed a data processing addendum, then the data processing addendum located at https://retool.com/dpa.pdf.
• “Suggestion” means any data generated and returned by Assist Beta to Customer or an Authorized User based on the Assist Prompt.
• “Supported LLM” means any of the large language models that Customer may use with Assist Beta, as set forth in the applicable Documentation.

2. Customer’s Use of Assist Beta.

2.1 Supported LLMs. Assist Beta is powered by Supported LLMs, which may be used with Retool’s API keys (a “Retool-Managed LLM”) or Customer’s own API keys (“Customer-Managed LLM”). If Customer elects to use a Retool-Managed LLM, Customer must comply with the usage policies and requirements of the provider of the Retool-Managed LLM attached to these Beta Terms as Exhibit A (“Retool-Managed LLM Policies”). Retool may suspend Customer’s use of a Retool-Managed LLM if Retool reasonably believes that Customer is in breach of the applicable Retool-Managed LLM Policies. Retool will not permit the providers of Retool-Managed LLMs to use Assist Prompts, Suggestions, or Customer Data to train or fine-tune their respective general-purpose models.

2.2 Assist Prompts. Customer is solely responsible for the accuracy, appropriateness, and legality of all Assist Prompts. Customer will not submit Assist Prompts that are intended to generate, or would reasonably be expected to generate, Suggestions or Custom Apps that are unlawful, harmful, or infringe, violate, or misappropriate the rights of any third party.

2.3 Suggestions. Customer acknowledges and agrees that Suggestions (A) may contain errors and may not be bug-free; and (B) should not be relied upon for or as a substitute for professional advice. Customer is solely responsible for its use of any Suggestions and for reviewing and validating Suggestions for suitability and completeness before use as part of a Custom App. Assist Beta may produce similar or identical Suggestions for other users who submit similar prompts. Retool does not guarantee that Suggestions are unique, free of third-party rights, or suitable for any particular purpose. Customer is solely responsible for reviewing, testing, and using Suggestions in compliance with applicable laws and third-party rights. Customer will not represent that Suggestions are human-generated or approved or endorsed by Retool or its third parties.

2.4 User Feedback. Customer and its Authorized Users may have the option to submit in-product feedback or recommendations regarding Suggestions or the overall performance or functionality of Assist Beta. When submitting such feedback to Retool, Customer consents to other related data, as described in the applicable Documentation and why may include Assist Prompts and Suggestions (“User Feedback Data”), being shared with Retool and Retool’s third parties for Retool’s product improvement purposes. To the extent User Feedback Data contains any data or other information relating to an identified or identifiable natural person (“Personal Data”), Customer acknowledges and agrees that Retool will process such Personal Data as a controller. Customer and its Authorized Users are not required to submit any user feedback as described in this section.

2.5 Usage Information. Retool may collect and use Usage Information as permitted under the Agreement.

3. Proprietary Rights.

3.1 Ownership of Assist Prompts and Suggestions. Assist Prompts and Suggestions will be considered as Customer’s Confidential Information. Retool does not own nor will it claim ownership of Assist Prompts. Retool does not own nor will it claim ownership of Suggestions, except where Suggestions include general guidance on using the Services or links to Documentation or other resources made publicly available by Retool. Nothing in this section will reduce Customer's proprietary rights in its Custom Apps as set forth in the Agreement.

3.2 Retool's Use of Data. 3.2.1 Retool may process Assist Prompts, Suggestions, Customer Data, and Custom Apps to (a) provide, maintain, and update Assist Beta, and to provide necessary access to the providers of Retool-Managed LLMs; (b) prevent or address service or technical problems, including for purposes of debugging, or at Customer's request in connection with a customer support matter; and (c) as further described in Section 3.3 below. 3.2.2 Retool may collect and use Usage Information as permitted under the Agreement.

3.3 Product Improvement.

3.3.1 Free, Team, and Business subscription plans. If Customer is using Assist Beta under a Free, Team, or Business subscription plan, or under a “Business Platform (Cloud)” subscription as set forth in its current Order Form, Retool will be permitted to use, and derive data from, Assist Prompts and Suggestions to enhance, improve, and develop Assist Beta, including through model training or fine-tuning. Before using Assist Prompts, Suggestions, or any data derived therefrom for model training or fine-tuning purposes, Retool will provide Customer advance notice, which may be provided via email or through the Services, and make available a mechanism to opt-out of the use of such data for such purposes.

3.3.2 Enterprise subscription plan. If Customer is using Assist Beta under an “Enterprise Platform” subscription as set forth in its current Order Form, Retool will not use Assist Prompts, Suggestions, or other related data to enhance, improve or develop Assist Beta, including through training or fine-tuning Retool's own models, unless Customer has expressly consented to such use by following instructions supplied by Retool to Customer directly or through the Documentation.

4. Privacy.

4.1 Privacy Policy. Retool’s Privacy Policy is incorporated by reference into these Beta Terms. If Retool processes Personal Data (as defined in the DPA) on Customer’s behalf as a “processor” or “service provider” (as such terms are defined under applicable data protection laws), the DPA will apply to such processing.

5. No Warranties; Limitation of Liability

ASSIST BETA IS NOT A GENERALLY AVAILABLE OFFERING. AS SUCH, ASSIST BETA MAY CONTAIN BUGS, ERRORS, OR DEFECTS AND IS PROVIDED ON AN “AS IS” BASIS. RETOOL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RETOOL WILL HAVE NO INDEMNIFICATION OBLIGATIONS, SUPPORT OBLIGATIONS. OR SERVICE LEVEL OBLIGATIONS WITH RESPECT TO ASSIST BETA.

RETOOL SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO ASSIST BETA, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE RETOOL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ASSIST BETA IS LIMITED TO ONE HUNDRED DOLLARS.

Retool makes no commitments as to when Assist Beta will be made available for general use. Retool may discontinue or modify Assist Beta, or revoke Customer’s access to the same, at any time for any or no reason, without any liability to Customer. If Retool releases a version of Assist Beta for general use, Retool may, in its sole discretion, require payment of fees for the access and use of the version and Customer’s access and use may be subject to additional terms specified by Retool.

Exhibit A

Provider of Retool-Managed LLM	Retool-Managed LLM	Retool-Managed LLM Policies
OpenAI, LLC	See Retool AI Providers and Models	Usage Policies Sharing and Publication Policy
Anthropic, PBC	See Retool AI Providers and Models	Usage Policy Support Regions