Terms of Service

Last Updated: November 1, 2026

These Terms of Service (“Terms“) govern access to and use of the GreenLine service (the “Service“) provided by GreenLine Systems, Inc., also doing business as Greenline Legal (“Provider,” “we,” or “us“). These Terms are incorporated into each Order Form that references them and, together with the applicable Order Form and any applicable Exhibits, form the Agreement between Provider and the customer identified on that Order Form (“Customer“). Each of the Provider and Customer shall be a “Party” and collectively the “Parties”.

1. Acceptance of Terms

1.1 Order Forms. Provider issues an invoice or similar ordering document referencing these Terms (each, an “Order Form”) specifying the Subscription Term, Subscription Fees, any Onboarding Fee, and payment terms applicable to Customer’s use of the Service.

1.2 Acceptance. Customer accepts these Terms, and the Agreement is formed, when Provider receives payment as set out in an applicable Order Form. The date the Provider receives payment is known as the “Effective Date”. The individual submitting payment represents that they are authorized to bind Customer.

1.3 Version. These Terms may be updated as described in Section 19.4. The version of these Terms in effect on the date Provider issues an Order Form governs that Order Form and the resulting Agreement, unless later amended as permitted under Section 19.4.

2. Definitions

2.1 “Agreement” means these Terms, together with the applicable Order Form and any Exhibits incorporated by reference.

2.2 “AI” means artificial intelligence, meaning any machine-based system that uses machine learning or similar techniques to infer, from the inputs it receives, how to generate outputs such as predictions, content, recommendations, or decisions. AI includes generative AI and large language models.

2.3 “AI Feature” means customer-facing artificial intelligence functionality made available within the Service, subject to Exhibit B (AI Addendum). AI Feature does not include any third-party AI agent, tool, or application that Customer or its Authorized Users connect to the Service via an API Key or MCP Access.

2.4 “API Key” means a credential issued by Provider to Customer for programmatic access to the Service.

2.5 “Authorized Users” means Customer’s employees, independent contractors, and other individual agents acting on Customer’s behalf, in each case natural persons authorized to access the Service under this Agreement.

2.6 “Confidential Information” has the meaning given in Section 15.1.

2.7 “Customer Data” means data and content that Customer or its Authorized Users provide to or store in the Service.

2.8 “Documentation” means Provider’s help menus, knowledge base, user guides and API documentation for the Service, as updated periodically.

2.9 “DPA” means Provider’s Data Processing Addendum, incorporated by reference to the extent Customer Data constitutes personal data.

2.10 “Effective Date” has the meaning given in Section 1.2.

2.11 “Feedback” means suggestions, comments, ideas, enhancement requests, recommendations, bug reports, and other feedback about the Service, the AI Features, or the Documentation that Customer or its Authorized Users voluntarily provide to Provider. Feedback does not include Customer Data, Confidential Information of Customer, or Input or Output (each as defined in Exhibit B), even if submitted with or as part of Feedback.

2.12 “MCP Access” means read and/or write programmatic access to Customer Data through a server that Provider makes available using the Model Context Protocol (”MCP”), an open protocol for connecting AI applications to external data and tools, or a similar protocol, enabling a connected AI agent, tool, or application to interact with that data.

2.13 “Onboarding Fee” means the one-time fee for onboarding and implementation of the Service, in the amount set forth in an applicable Order Form.

2.14 “Order Form” has the meaning given in Section 1.1.

2.15 “Privacy Policy” means Provider’s then-current privacy policy posted on Provider’s website, describing how Provider processes personal data in connection with the Service.

2.16 “Service” means Provider’s GreenLine software-as-a-service offering, as described in the Documentation.

2.17 “Subscription Fee” means the recurring fee for access to the Service, in the amount and for the time period set forth in an applicable Order Form.

2.18 “Subscription Term” means the period during which Customer is entitled to access the Service, beginning on the Term Commencement Date and continuing as specified in the Order Form.

2.19 “Term Commencement Date” means the date Provider provisions Customer’s account, as described in Section 9.1.

3. The Service; License Grant; Permitted Use

3.1 License. Subject to this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes.

3.3 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Service; (b) resell, sublicense, or make the Service available to any party outside Customer’s own organization; (c) frame or mirror any part of the Service; (d) use the Service to build a competing product or conduct competitive benchmarking without Provider’s prior written consent; or (e) circumvent any usage limit or access control.

3.3 Professional Responsibility. Customer is solely responsible for its compliance with applicable rules of professional conduct, including rules regarding competence, confidentiality, and supervision of nonlawyer assistance, in connection with its use of the Service. The Service does not provide legal advice, and no attorney-client relationship is formed between Provider and any person by virtue of the Service.

4. API Keys and MCP Access

4.1 Issuance. Provider may issue Customer one or more API Keys and may enable MCP Access at Customer’s request, subject to Customer’s acceptance of the enablement acknowledgment presented at the time of activation.

4.2 Responsibility. Customer is responsible for all activity occurring through its API Keys and MCP Access, except to the extent caused by Provider’s failure to meet its security obligations under Exhibit A.

4.3 Confidentiality; Flow-Down. Customer will keep its API Keys and MCP credentials confidential and will not sell, transfer, or sublicense them to any party other than its own Authorized Users. Customer is responsible for the acts and omissions of any Authorized User using an API Key or MCP Access as if they were Customer’s own.

4.4 Third-Party Agents. Provider makes no warranty regarding, and disclaims responsibility for, the behavior, accuracy, or appropriateness of any action taken by an AI agent, tool, or application that Customer or its Authorized Users connect to the Service via MCP Access or other programmatic access, regardless of the provider of that agent, tool, or application.

4.5 Write Access. MCP Access configured for write permissions carries an elevated risk of unauthorized or irreversible modification to Customer Data. Provider has no obligation to detect, reverse, or restore any change made to Customer Data through a connected agent, tool, or application.

4.6 Suspension. Provider may suspend or revoke an API Key or MCP Access as described in Section 9.4.

5. Customer Data; Data Rights

5.1 Ownership. As between the Parties, Customer owns all right, title, and interest in Customer Data.

5.2 License to Provider. Customer grants Provider a limited license to access, use, and process Customer Data solely to provide, maintain, and improve the Service. Provider will not use artificial intelligence or machine learning models that train on Customer Data except as expressly permitted under Exhibit B, and will not sell Customer Data.

5.3 Customer Responsibility. Customer is solely responsible for the content of any files or attachments that it or its Authorized Users submit to the Service. Provider does not monitor or review Customer Data except as described in Exhibit B (AI Addendum).

5.4 Professional Responsibility. Customer Data may include privileged or work-product-protected material. Provider accesses Customer Data only as necessary to provide support or security, or as Customer instructs, and Provider’s processing of Customer Data does not constitute a waiver of any applicable privilege. Nothing in this Agreement reduces Customer’s independent confidentiality obligations to its own clients under applicable rules of professional conduct.

6. Security and Data Compliance

6.1 Security Program. Provider maintains administrative, technical, and physical safeguards for the Service consistent with Exhibit A (Security and Operations), which is incorporated into this Agreement by reference.

6.2 Data Compliance. Provider’s processing of personal data within Customer Data is further described in the Privacy Policy and, where applicable, the DPA. Exhibit A addresses technical and organizational security measures; the DPA addresses processor obligations, subprocessors, and security incident notification.

7. AI-Enabled Features

7.1 General. The Service may include AI Features. Use of AI Features is subject to Exhibit B (AI Addendum), which applies only if AI Features are selected by Customer on the Order Form referencing it or by acceptance via the Service as further set out in Exhibit B.

7.2 Data Use. Provider’s use of Customer Data in connection with AI Features is governed by Exhibit B, notwithstanding Section 5.2.

8. Fees and Payment

8.1 Fees. Customer will pay the Subscription Fees and any Onboarding Fee stated in the Order Form. Subscription Fees recur as specified in the Order Form, with the first period beginning on the Term Commencement Date. Subscription Fees are non-refundable except as expressly permitted under Section 11.2 (Limited Warranty) and Section 13.1 (Indemnification by Provider).

8.2 Onboarding Fee. The Onboarding Fee is a one-time fee and is non-refundable once paid.

8.3 Late Payment. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend the Service for non-payment after 10 days’ written notice and an opportunity to cure.

8.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, including but not limited to local, state, provincial, and national sales taxes and tariffs, other than taxes on Provider’s income.

9. Term, Termination, and Suspension

9.1 Term. Provider will provision Customer’s account within a commercially reasonable time following the Effective Date). The Subscription Term renews automatically for successive periods of the same length unless either party gives timely notice of non-renewal before the end of the then-current Subscription Term, where “timely” means at least 30 days in the case of non-renewal by Customer and at least 60 days in the case of non-renewal by Provider.

9.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice.

9.3 Effect of Termination. Upon termination, Customer’s access to the Service ends, and Customer may export Customer Data for 30 days following termination. Provider will delete Customer Data after that period, subject to the DPA.

9.4 Suspension. Provider may suspend the Service, an API Key, or MCP Access, with notice where practicable, if Provider reasonably believes suspension is necessary to address a security risk, suspected fraud, or a breach of Section 3.2 or Section 4.

9.5 Termination Assistance. For 30 days following termination, Provider will provide reasonable transition assistance, including support with Customer Data export, subject to Provider’s acceptance and Provider’s then-current hourly rates.

10. Intellectual Property

10.1 Provider IP. Provider retains all right, title, and interest in the Service and its underlying technology, including any improvements based on Feedback or on aggregated or de-identified data.

10.2 Customer Output. Customer retains ownership of Customer Data and, except as provided in Exhibit B, any Output generated for Customer through the Service.

10.3 Feedback. If Customer or its Authorized Users provide Feedback about the Service, Provider may use and incorporate that Feedback without restriction or obligation to Customer.

11. Representations and Warranties

11.1 Mutual Representations. Each Party represents that it has the authority to enter into this Agreement.

11.2 Limited Warranty. Provider warrants that the Service will materially conform to the Documentation. Customer’s sole remedy for breach of this warranty is that Provider will re-perform the nonconforming Service or, if Provider cannot do so, refund the Subscription Fee paid for the affected period.

11.3 Disclaimer. Except as stated in Section 11.2 and Exhibit B, the Service is provided “as is” and “as available.” Provider disclaims all other warranties, express or implied, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Provider does not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components, and is not liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material affecting Customer’s equipment, programs, or data as a result of Customer’s use of the Service or anything obtained through it, including by the use of API Keys or MCP Access. Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions in this Section may not apply to Customers in those jurisdictions. AI Feature disclaimers are addressed separately in Exhibit B.

11.4 Third-Party Platforms. Provider does not warrant, and is not responsible for, the policies, performance, or availability of any third-party platform or integration connected to the Service.

12 Service Availability

12.1 Target Availability. Provider will use commercially reasonable efforts to make the Service available 99.9% of the time each month, excluding scheduled or emergency maintenance.

12.2 Maintenance and Suspension. Provider may suspend or interrupt the Service, including without notice: (a) if Provider believes an activity threatens the integrity of the Service or any user’s use of it; (b) to prevent unauthorized access to Customer Data; or (c) to comply with legal requirements. Provider will use commercially reasonable efforts to limit the scope and duration of any such suspension.

12.3 Internet Reliability. Provider is not responsible for interruptions, delays, or failures caused by the public internet, Customer’s network, or Customer’s internet service provider.

13. Indemnification

13.1 By Provider. Provider will defend Customer against any third-party claim alleging that the Service infringes that party’s intellectual property rights, and will indemnify Customer for damages finally awarded, except to the extent the claim arises from (a) a modification of the Service not made by Provider, (b) combination of the Service with a product not provided by Provider, or (c) continued use after Provider notifies Customer to stop. If Customer’s use of the Service is (or in Provider’s opinion is likely to be) enjoined, if required by settlement, or if Provider determines such actions are reasonably necessary to avoid material liability, Provider may at its option and in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or (c) if (a) and (b) are not commercially reasonable, terminate the Agreement and refund any Service Fees to Customer that Customer already paid with respect to the terminated portion of the applicable Subscription Term.

13.2 By Customer. Customer will defend and indemnify Provider against any third-party claim arising from Customer Data, Customer’s misuse of the Service, or Customer’s breach of Section 3.2.

13.3 AI Output. Claims relating to AI Feature output are addressed exclusively in Exhibit B and are excluded from Section 13.1.

14. Limitation of Liability

14.1 Cap. Each Party’s total liability under this Agreement is limited to the fees paid by Customer in the 12 months preceding the claim.

14.2 Excluded Damages. Neither party is liable for indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.

15. Confidentiality

15.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or would reasonably be understood as confidential given its nature. Customer Data is deemed to be Confidential Information.

15.2 Obligations. Each party will protect the other’s Confidential Information using reasonable care, and in any event at least the same care it uses for its own similar information, and will not disclose it except to personnel and advisors with a need to know.

15.3 Exclusions. Confidential Information does not include information that is public, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law, provided the disclosing party gives notice where legally permitted.

15.4 Professional Responsibility. Nothing in this Section reduces Customer’s independent confidentiality obligations to its own clients under applicable rules of professional conduct.

16. Compliance with Laws; Export Control

16.1 Compliance. Each party will comply with applicable law in performing this Agreement.

16.2 Export Control. Customer represents that it is not subject to U.S. sanctions or export restrictions and will not use the Service in violation of applicable export control laws.

16.3 Professional Responsibility. Customer is solely responsible for assessing its compliance with applicable rules of professional conduct, any bar association guidance regarding the use of third-party technology vendors, and any e-discovery preservation obligations affecting Customer Data.

17. Insurance

17.1 Coverage. Provider will, at its own expense, maintain in force throughout the Term insurance coverage, in types and amounts, that a prudent vendor providing services comparable to the Service would maintain, and that is adequate to cover Provider’s liabilities and indemnification obligations under this Agreement.

18. Governing Law; Dispute Resolution

18.1 Governing Law. This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles.

18.2 Venue. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Washoe County, Nevada.

18.3 Production Of Documents And Testimony. If either Party is called to testify as a witness or provide documents to litigation counsel in a Legal Proceeding, in which both of the Parties are not parties to such Legal Proceeding, but which involves this Agreement or the providing of the Services, the Party who is a participant in the Legal Proceeding agrees to pay for any expenses incurred by the Party being requested to testify or provide information, including the reasonable costs of their attorney in connection with responding to such request. A “Legal Proceeding” includes a legal dispute, lawsuit, contest, potential action, mediation, arbitration, call to testify in any of the preceding, and any informal or subpoena requests of either Party to produce copies of its files, billing records, computer records, and/or any other documents in its possession or control.

18.4 Injunctive Relief. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18.5 Arbitration. Except as provided in Section 18.4 (Injunctive Relief), any complaint, lawsuit or other dispute arising out of or relating to this Agreement (“Dispute”) will be resolved as follows:

(a) First, the complaining party shall write a description of the facts giving rise to the Dispute and shall send it to the other Party as provided in this Agreement for the delivery of notices (the “Letter”). This description shall explain the nature of the problem and refer to the relevant sections of this Agreement on which the complaint is based. The complaining party shall also set forth a proposed solution to the problem, including a specific time frame within which the Parties must act.

(b) Second, the non-complaining Party receiving the Letter must respond in writing within ten (10) business days with an explanation, including references to the relevant parts of this Agreement and a response to the proposed solution (the “Response”).

(c) Third, not more than ten (10) business days after receipt of a Response, the Parties must meet in person or by video conference and discuss options for resolving the Dispute (the “Meeting”). The complaining party must initiate the scheduling of this resolution meeting.

(d) Fourth, if a meeting does not resolve the Dispute, the Dispute shall be resolved by binding arbitration conducted on an expedited basis, with a decision to be issued within sixty (60) days of the identification of the arbitrator.

(i) The arbitration shall be conducted by a single arbitrator who shall be agreed upon by the Parties within ten (10) days of a demand for arbitration, or, if the Parties cannot agree, selected pursuant to the rules of the arbitration provider.

(ii) The arbitration shall be conducted pursuant to Nevada Revised Statutes Chapter 38 using JAMS ADR Services, or such other provider if the Parties so agree, with the procedural timeline adjusted to fit the sixty (60) day decision period.

(iii) The arbitrator shall have the discretion to award reasonable legal fees and costs to the substantially prevailing party if, and only if, the arbitrator finds that the actions or omissions of the non-prevailing party leading to the dispute were unreasonable or unjustified. To the extent not otherwise ordered by the arbitrator, each party will bear its own costs and attorneys’ fees. The arbitrator will allocate the JAMS administrative fees and the arbitrator’s compensation between the Parties.

(iv) The venue for any arbitration shall be within Washoe County, Nevada.

19. General Provisions

19.1 Assignment. Neither Party may assign this Agreement without the other’s consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

19.2 Notices. Provider may give notice to Customer by email to Customer’s account contact or to the mailing address contained on the Order Form. Legal notices to Provider must be sent to legal@greenline.legal.

19.3 Entire Agreement; Order of Precedence. This Agreement is the entire agreement between the Parties regarding the Service. If there is a conflict, the Order Form controls over the body of these Terms, which controls over the Exhibits generally, except that each of Exhibit A, Exhibit B, and the DPA controls over the body of these Terms on a conflict specific to its own subject matter.

19.4 Modification. Provider may update these Terms from time to time. Changes that do not materially and adversely affect Customer’s rights or obligations take effect when posted. Provider will notify Customer by email to its account contact at least 30 days before any change that does materially and adversely affect Customer’s rights or obligations (a “Material Change”) takes effect, and Provider will determine in good faith whether a change is a Material Change. A Material Change applies to Customer on the later of the effective date stated in the notice and the end of that 30 day period. Customer’s continued use of the Service after a change takes effect constitutes acceptance of it. If Customer does not accept a Material Change, Customer may terminate this Agreement by written notice before the change takes effect. No change will increase the fees or shorten the Subscription Term for the then-current Subscription Term, and no change applies to a Dispute arising before the change took effect.

19.5 Publicity. Provider may identify Customer by name, photo, and organization logo as a customer in Provider’s marketing materials, website, and customer lists, without additional consent, unless and until Customer submits a written opt-out request to legal@greenline.legal, after which Provider will cease such use within a reasonable time.

19.6 Severability; No Waiver; Independent Contractors; Force Majeure. If any provision of this Agreement is unenforceable, the remaining provisions remain in effect. A Party’s failure to enforce a provision is not a waiver of it. The Parties are independent contractors and neither party is an employee, agent, partner, joint venturer, or representative of the other. Neither Party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

19.7 Survival. Sections 2, 5.1, 10, 13, 14, 15, 18, and 19 and Exhibit B Sections 3, 4, and 5 survive termination of this Agreement.

Exhibit A — Security and Operations

This Exhibit A is incorporated into and forms part of the Terms of Service between Provider and Customer and describes the technical and organizational security measures Provider maintains for the Service.

1. Product Access. GreenLine is a cloud-based application accessed through a web browser. No local installation is required. Single Sign-On, using OpenID Connect protocols, may be enabled by Customer in accordance with the Documentation.
2. Hosting and Infrastructure. The Service is hosted on Amazon Web Services (AWS), with the database managed by MongoDB Atlas, across multiple availability zones.
3. Encryption. Data is encrypted in transit using HTTPS/TLS and at rest using industry-standard encryption methods.
4. Access and Authentication. Access to the Service requires a valid username and password. Passwords are stored using industry-standard hashing and are never transmitted in plain text. Provider enforces minimum password complexity requirements and temporarily locks accounts after repeated failed login attempts.
5. File and Attachment Security. Files are stored in AWS S3 with AES-256 encryption at rest and are accessed over HTTPS through a remote link containing a random, non-guessable component.
6. Network Security. Provider routes traffic through load balancers, uses security groups as virtual firewalls, and exposes certain APIs through Amazon API Gateway.
7. Data Responsibility. Customer is solely responsible for the content it stores in the Service. Provider does not monitor or review Customer Data, except as described in Section 5 and Exhibit B (AI Addendum).
8. Payments. Payment processing is handled by a third-party, PCI-compliant payment processor. Provider does not store Customer payment card information.
9. Contact. Questions about this Exhibit A may be directed to security@greenline.legal.

Subprocessor information and Security Incident notification procedures are addressed in the DPA, not this Exhibit A.

Exhibit B — AI Addendum

This AI Addendum (“AI Addendum”) is entered into between Customer and Provider by either of the following methods:

(a) Order Form. Issuance by Provider of an Order Form referencing Exhibit B and Provider’s receipt of payment; or

(b) In-App Acceptance. Acceptance of this AI Addendum through the Service by an individual with administrator privileges for Customer’s account (“In-App Acceptance”). By completing In-App Acceptance, the individual represents that they are authorized to bind Customer to this AI Addendum. For In-App Acceptance: (i) the parties are Provider and the Customer associated with the account; (ii) the AI Addendum Effective Date is the date of In-App Acceptance; (iii) the Main Agreement is the agreement governing Customer’s use of the Service on that date; (iv) there are no Additional Terms; and (v) the applicable version of this AI Addendum is the version presented at the time of In-App Acceptance.

If the parties execute an Order Form, the Order Form will control over any In-App Acceptance, whether the In-App Acceptance occurs before or after the Order Form. In-App Acceptance will not modify any Order Form or Additional Terms. If more than one Order Form applies, the most recently executed Order Form controls.

1. Definitions

To the extent any of the following terms are defined in the Main Agreement, or the Main Agreement uses an equivalent defined term, the Main Agreement definitions (and such equivalent terms) will control.

1. “Additional Terms” means any additions to, or modifications of, this AI Addendum agreed by the Parties.
2. “AI Addendum Effective Date” means the effective date of this AI Addendum specified by the Parties (or, if not explicitly specified, the date of execution of the agreement that incorporates this AI Addendum).
3. “Customer Data” as used in this AI Addendum includes Input and Output (as defined below).
4. “Input” means data, content or materials (including prompts or queries) submitted by Customer or its Authorized Users to the AI Features, whether directly or through an API or other connections.
5. “Main Agreement” means the separate agreement under which Provider provides the Service to Customer.
6. “Model Provider” means any third-party provider of artificial intelligence models, model hosting, inference or related services utilized by Provider in providing the AI Features.“New AI Feature” means an AI Feature added by Provider after the AI Addendum Effective Date that is materially different from, or processes Customer Data in a materially different manner than, the AI Features made available to Customer as of the AI Addendum Effective Date.
7. “Output” means the content, data or results generated by the AI Features in response to Input.
8. “Provider-Covered Claim” means the defined scope of third-party claims for which Provider is obligated to indemnify Customer under the Main Agreement.
9. “Retention Period” means 30 days.

2. AI Features

2.1 AI Features. This AI Addendum applies to AI Features included in the Service. Provider will identify AI Features in the Documentation or promptly upon Customer’s written request.

2.2 New AI Features. If Provider adds New AI Features:

(a) Notice. Provider will give Customer reasonable prior written notice (email or in-product notification to an administrator is sufficient) before enabling by default any New AI Feature for Customer.

(b) Opt-Out. Customer will have the ability to decline or disable any New AI Feature through administrative controls in the Service (or other reasonable measure made available by Provider) at the account, organization or equivalent administrator level.

(c) Functionality. Customer’s election to decline or disable a New AI Feature will not materially reduce the core non-AI functionality of the Service as it existed prior to the introduction of such New AI Feature. For clarity, the absence of specific automations, efficiencies or enhancements uniquely provided by the disabled New AI Feature will not constitute a material reduction of the Service.

3. Data Handling

3.1 No Training. Except as otherwise agreed and specified in a separate written agreement between Provider and Customer, Provider will not access, use or retain Input or Output to train, retrain or fine-tune AI Features, any Model Provider models or other AI or machine-learning models.

3.2 Operational Monitoring.

(a) Purpose. Notwithstanding Section 3.1 (No Training) of this Exhibit B, Provider may retain and internally review Input and Output for no longer than the Retention Period solely to detect, prevent and remediate abuse, misuse, security incidents, malfunctions or abnormal performance relating to the AI Features (“Operational Monitoring”).

(b) Safeguards. Data retained for Operational Monitoring will be: (i) kept logically separated from other production data; (ii) accessible only to authorized personnel on a need-to-know basis; and (iii) automatically deleted upon expiration of the Retention Period, unless otherwise required by applicable law or to the extent reasonably necessary in connection with a specific, ongoing security, abuse or technical investigation, in which case such data will be deleted promptly upon the conclusion of that investigation.

3.3 Inference and Processing. Customer acknowledges that Provider must process Input and Output to operate the AI Features (including via its Model Providers). During such inference-time processing, Provider represents and warrants that:

(a) Tenant Isolation. Any caching, indexing or retrieval systems (such as vector databases) used to optimize or contextualize the AI Features are logically separated on a per-customer basis. Provider will not use Customer’s Input or Output to populate a shared context window, cache or retrieval system that is accessible to or used for the benefit of any other customer.

(b) Ephemeral Processing. Except as permitted under Section 3.2 (Operational Monitoring) of this Exhibit B or as elected by Customer through administrative controls, any processing for content filtering or realtime execution is transient, and such systems will not retain Input or Output beyond the time necessary to generate the applicable session or interaction.

4. Intellectual Property

4.1 Input. Input is deemed to be Customer Data for all purposes under the Main Agreement (including ownership of intellectual property).

4.2 Output.

(a) Customer owns Output. As between the parties, Customer owns the Output. Provider hereby assigns to Customer all of Provider’s right, title and interest (if any) in and to the Output.

(b) Provider retains its Intellectual Property. Nothing in this AI Addendum transfers to Customer any of Provider’s intellectual property rights in or to the Service.

(c) Output Similarity. Customer acknowledges that due to the nature of the AI Features, Output may not be unique. Different customers may receive similar or the same Output.

5. Output Indemnification

5.1 Copyright Indemnity. The definition of Provider-Covered Claim is deemed to include any third-party claim alleging that Customer’s use of Output infringes a third-party copyright (an “Output Claim”).

5.2 Exclusions. In addition to any exclusions in the Main Agreement, Provider’s indemnification obligations regarding Output Claims do not apply to the extent resulting from Customer:

(a) failing to use the AI Features in accordance with the Documentation, including any failure to use provided safety filters or guardrails;

(b) providing infringing or allegedly infringing Input or Input designed to, or reasonably likely to, generate infringing Output; or

(c) modifying Output, or combining Output with other materials, where the alleged infringement would not have occurred but for such modification or combination.

5.3 Liability Cap. Output Claims are subject to the general limitation of liability under the Main Agreement.

6. AI Warranties and Disclaimers

6.1 Safety Measures. Provider will implement and maintain commercially reasonable technical and organizational measures (such as content filtering or abuse monitoring) designed to mitigate the generation of harmful or illegal Output.

6.2 Output Disclaimer. Customer acknowledges that due to the probabilistic nature of generative AI, Output may contain errors, inaccuracies or biases. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR SUITABILITY OF THE OUTPUT. Customer is solely responsible for independently reviewing and verifying Output before relying on, publishing or otherwise using such Output. Neither Output nor any other elements of the AI Features constitute legal advice.

6.3 No High-Risk AI. Provider represents and warrants that, as made available by Provider and when used in accordance with the Documentation, the AI Features do not constitute a “High-Risk AI System” as defined under the EU Artificial Intelligence Act, unless explicitly disclosed in the Documentation along with applicable classification and compliance information.

7. AI-Specific Use Restrictions

Customer will not, and will not permit any third party to, use the AI Features or Output to:

(a) train, retrain or fine-tune any third-party artificial intelligence or machine-learning models that compete with Provider or its Model Providers (e.g., model extraction or distillation);

(b) represent any Output as being approved or vetted by Provider;

(c) represent any Output as being a wholly human-generated work;

(d) make automated decisions that have a legal or similarly significant effect on individuals (e.g., housing, employment, lending or healthcare) without appropriate human review and compliance with applicable law;

(e) use the AI Features in violation of any Model Provider acceptable use policy (or equivalent) made available to Customer in the Documentation; or

(f) engage in any practice prohibited under the EU Artificial Intelligence Act or equivalent applicable AI law.

8. Model Providers

8.1 Model Providers. Customer acknowledges that the AI Features may utilize Model Providers to process Input and Output. Provider will maintain a current list of Model Providers in its Documentation and notify Customer prior to any changes to the list of Model Providers taking effect (email or in-product notification to an administrator is sufficient except as otherwise required by a DPA, if any, between Provider and Customer).

8.2 Authorization. Customer authorizes Provider to use Model Providers to process its Input and Output as necessary to provide the AI Features.

8.3 Responsibility. Use of Model Providers does not change Provider’s responsibility for the Service and AI Features in accordance with the terms of the Main Agreement, including with respect to processing of Input and Output by Model Providers.

8.4 No Direct Pass-Through. Unless expressly agreed in the Main Agreement, Customer is not required to enter into separate agreements with Model Providers.

8.5 Model Provider Obligations. Provider will contractually require its Model Providers, directly or through its service providers, to process Input and Output under terms that are materially consistent with the requirements of Section 3 (Data Handling) of this Exhibit B.

8.6 Temporary Suspension. Provider may temporarily suspend or limit AI Features to the extent required by the unavailability of a Model Provider, applicable law or a material security or safety risk. Provider will promptly notify Customer of any such suspension or limitation and will use commercially reasonable efforts to restore the affected AI Features. Any suspension under this Section does not limit the rights of either party under the Main Agreement.

9. General Terms

9.1 Order of Precedence. Any Additional Terms will control in a conflict with the terms of this AI Addendum. In the event of a conflict between this Exhibit B and the DPA, the DPA will control.

9.2 Incorporation into Main Agreement. Upon execution of an Order Form including AI Features or completion of In-App Acceptance, this AI Addendum (including any Additional Terms) is incorporated into and forms part of the Main Agreement.