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Responsible Use of AI

PRECISELY

RESPONSIBLE USE OF AI

(ver. May 27, 2026)

Precisely recognizes the importance of responsible use of data and technology as relates to artificial intelligence systems. In that regard, in addition to the terms of your agreement with Precisely (“Agreement”) your use of any Precisely products (each a “Product”) are governed by these additional terms and conditions and controls the Parties’ use of AI Systems. To the extent there is any conflict between this Addendum and the Agreement, the Addendum shall prevail with respect to AI-related matters. Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. Definitions. An “AI System” or “AI” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

2. Mutual Responsible Use of Proprietary Information. Both Parties seek to document the responsible use of AI and agree as follows:

(a) Neither Party may use the other Party’s Confidential Information or intellectual property (and in the case of Precisely, including Data Products) (collectively “Proprietary Information”) in an AI System, without the other Party’s express written permission, except for the purposes of the Agreement and only to the extent used with AI Systems through prompt engineering or retrieval augmented generation for such Party’s internal business purposes within an internal-only, enterprise-restricted AI environment (in which such system, use may include temporary use of Proprietary Information for grounding or anchoring solely at inference time to retrieve as reference data) all subject to Section 2(b) below (herein a “Permitted AI Tool“). 

(b) Notwithstanding the foregoing, use of any Permitted AI Tool shall not be employed to commit or permit any act or omission that would impair the other Party’s copyrights or other proprietary rights in their Proprietary Information, and the receiving Party shall not use the Proprietary Information for the purpose of grounding or training any AI System or other artificial intelligence tools, including but not limited to large language models, machine learning algorithms, or similar technologies for any purpose, including to develop, enhance, or otherwise create any substitute or competing product, or otherwise ingest Proprietary Information into training datasets, incorporate into model weights, or otherwise store or process in a manner that enables subsequent use by the AI system beyond the immediate internal purpose. 

(c) Any use of Proprietary Information in connection with AI outside the limitations above, the Precisely AI AUP (available at https://www.precisely.com/legal/customer-ai-acceptable-use-policy/) and the Agreement, including but not limited to restrictions in any confidential information provisions of the Agreement, is strictly prohibited and shall constitute a material breach of this Agreement, and the disclosing Party reserves all rights and remedies available under law or equity.

3. Customer or Precisely AI. Certain Product features may enable Customer to integrate, invoke and use AI Systems, including “Customer AI” (Customer provided third‑party AI) and “Precisely AI” (Precisely provisioned AI Systems). Customer must enable any AI System in the Product, and Precisely shall not incorporate any other AI Systems in the Product to process Customer data, without Customer’s prior approval. For enabled Customer AI, (a) Customer is solely responsible for (i) Customer data input by Customer into Customer AI, and evaluating output for accuracy and fit for purpose before relying on the same, and (ii) procuring access to Customer AI (including relevant environments, configurations, and credentials), and (b) Customer grants Precisely permission to access and use the Customer AI solely as necessary to provide the applicable Product features. For enabled Precisely AI, Precisely is responsible for provisioning Customer access to Precisely AI, and Customer remains responsible for Section 3(a)(i). Each Party shall comply with any applicable laws, regulations, and industry standards (including privacy, data protection, notice, AI laws and policies), applicable to its role as provider or deployer, and unless otherwise negotiated by the Parties, neither Party shall use AI Systems under this Addendum for high-risk purposes or purposes prohibited by the EU AI Act (Regulation 2024/1689), if applicable.

4. AI Disclaimer. For Customer AI, Precisely does not develop, host, train, or operate the Customer AI and makes no representations, warranties, or guarantees, and disclaims all liabilities regarding the Customer AI, including its availability, accuracy, performance, security, compliance, functionality, behavior, outputs, non-infringement (or misappropriation) or fit for purpose. For Precisely AI, generated outputs may be inaccurate or incomplete, and Precisely disclaims warranties regarding outputs to the extent permitted by law.

5. Precisely Responsibility. Precisely warrants that it will provide the Precisely AI in material accordance with applicable documentation, and upon reasonable request and advance notice, no more than once annually unless otherwise required by law, Precisely shall provide Customer with reasonably detailed information regarding AI Systems incorporated into the Product, including the types of AI models used, their general purpose, classification, transparency, oversight, logs, or any material changes, and notify Customer of material incidents or performance degradation.  For Customer AI, Precisely’s responsibilities are limited to technical integration between the Product and the Customer AI after Customer enablement (and only to the extent of Product Documentation), and Precisely shall have no liability arising from or related to: (i) the Customer AI or any third‑party AI services; (ii) Customer AI‑generated outputs; or (iii) Customer’s inputs, to the extent not provided by Precisely.

6. AI-Related Ownership. As between the Parties, Precisely and its licensors retain all right, title, and interest in and to the Precisely Proprietary Information, including Product, Precisely AI, all underlying technology, models, documentation, intellectual property and any derivatives thereto. To the extent Customer enabled, Precisely grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Precisely AI solely for Customer’s internal business purpose in connection with Customer’s proper use of Precisely Proprietary Information. As between the Parties, Customer (and/or its Customer AI provider(s)) retain all right, title, and interest in and to the Customer AI, Customer data, and Customer AI generated output, and Customer data and any AI System outputs generated by the same (“AI Outputs”), subject to (i) Customer AI provider’s license, (ii) and Precisely’s and its licensor’s pre-existing intellectual property rights in Precisely Proprietary information to the extent incorporated in such AI Outputs.  To the extent provided to Precisely, Customer grants Precisely a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Customer AI and or the Customer data solely to the extent necessary to provide and support the AI System features enabled by the Customer for Product.