SCHEDULE C – TERMS OF SERVICE

Version: 31 May 2022

1. GENERAL – General Terms of Service

1.1 Services. These Terms of Service cover Artificial Solutions’ (“AS”) products (“SaaS Products”): Teneo Software as a Service (“AS SaaS”) and Teneo Developer’s Sandbox (“Sandbox”). These services include (i) a Teneo cloud-based development environment (“Development Environment”), (ii) zero or more Teneo cloud-based API engine endpoints (“Endpoints”) and (iii) the Teneo Studio client (“Studio Client”) which is either a web-based or downloadable desktop client. The SaaS Products are one-for-all services regularly updated according to a schedule solely decided by AS and with functionality solely decided by AS. Unless specified otherwise the following provisions should apply to all the SaaS Products.

1.2 License to Access & Use. Subject to and conditioned upon a commercial agreement (“Agreement”) between the Customer and AS and acceptance of these Terms of Service, AS hereby grants Customer the revocable, limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the SaaS Products stated in the Order Form. The Customer is by consequence permitted to grant individuals (“Authorized Users”) access and right to use the SaaS Products. The SaaS Products are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as “purchase” or “sale”. AS have and retain all right, title and interest, including all Intellectual Property (‘’IP’’) rights, in and to the SaaS Products. The license to access the SaaS Products does not constitute a license to download, install or use any Artificial Solutions’ server software licenses nor license to any other AS product or services.

1.3 Authorized Users and Administrator. The Customer may appoint Authorized Users who will access and use the SaaS Products. Customer shall appoint at least one Authorized User with elevated permissions (“Administrator”), among the Authorized Users, who will be granted powers to appoint other Administrators and to submit change requests applicable for each SaaS Product to AS HelpDesk. If Customer gets access to the SaaS Products through a reseller, that is an authorized third party to offer AS services, the Customer needs to be aware that the reseller may act as an Administrator of the resold SaaS Product. Each Authorized User will be required to provide consent to AS Privacy Policy https://www.artificial-solutions.com/legal/privacy-policy before accessing the SaaS Products.

1.4 Service Level Agreement. Commercial Support (“Commercial Support”) is governed by a separate Service Level Agreement Schedule (“SLA”) and exclusively covers (i) the Development Environment, (ii) the Endpoints and (iii) the Studio Client.

1.5 Community Sourced Resources & Support. There is a wide range of resources (“Community Sourced Resources”) from AS and the AS developer community that can be particularly useful for the Customer to use in conjunction with the SaaS Products. Community Sourced Resources are not part of the SaaS Products and can have different licensing models and are not covered by Commercial Support. The Community Sourced Resources include, but not exclusively, content shared on teneo.ai, community.teneo.ai, github.com, youtube.com and covers resources like Downloadable .Solution files, Code Snippets, Design Recommendations, Flow Examples, Dialogue Resources, Lexical Resources, Connectors, SDKs, Knowledge Articles, Sample Solutions and Learning Content such as Tutorials, Learning Journeys, Videos and other written or electronic resources. Support for Community Sourced Resources is delivered via a community support model (“Community Support”) where the wider audience of AS clients & developers share knowledge, tips and tricks, insights, solution ideas and troubleshooting advice. The Community Support model is delivered via, but not limited to, the forum at community.teneo.ai. AS invests in the community and the Community Support model and the Customer is encouraged to contribute.

1.6 Terms of Service. These Terms of Service are available at https://www.artificial-solutions.com/legal/customers/terms-of-service and describe the rights and responsibilities for the Customer. AS reserves the right to modify these Terms of Service from time to time, to reflect new services or requirements. AS will notify the Customer when such amendments are done and post them in AS’ website.

2. CUSTOMER RESPONSIBILITIES  – What you, as a Customer, need to manage

2.1 Your code, your responsibility. The Customer is responsible for any solution (“Customer Solution”), for example but not limited to a .Solution file package, that the Customer or any Authorized User either direct or by instruction create, import, modify, update, or pre-load to the SaaS Products. The Customer Solution consists of a) the code, flows and instruction parts of the solution (“Customer Code”) and b) the language rules and training data (“Customer Training Data”). Customer has the sole right to the Customer Solution and responsibility that the Customer Solution does not violate any applicable law or regulation or infringes third-party rights. Customer commits to not hard code any personal identifiable data directly into the Customer Solution, since AS might need temporary access to the Customer Solution for troubleshooting as described in 3.1. If Customer receives notice that Customer Solution must be removed, modified and/or disabled to avoid violating applicable law, regulation, or third-party rights, Customer will promptly do so.

2.2 Your data, your responsibility. The Dialogue Data (“Dialogue Data”) is session logs generated from a published Customer Solution. By the design of the Customer Solution, the choice to publish and expose the Endpoints and the audience the Customer targets, the Customer is solely responsible for the content of the Dialogue Data, and if the Dialogue Data will contain personal identifiable information. Customer has the sole right to the Dialogue Data and sole responsibility that the Dialogue Data does not violate, or that storing Dialogue Data in the SaaS Products doesn’t violate, any applicable law or regulation or infringes third party rights. If Customer receives notice that Dialogue Data must be removed, modified and/or disabled to avoid violating applicable law, regulation, or third-party rights, Customer will promptly do so. Customer is responsible to determine if a Data Processing Agreement covering the SaaS Products with AS is necessary for each relevant jurisdiction. In Sandbox, the Dialogue Data is not allowed to contain personal identifiable data.

2.3 Overall be a Good User and “Good Citizen”. Customer commits to not in unethical or unlawful manner use the SaaS Products direct or indirect. Or try to gain unauthorized access, try to breach security protection, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, use the service to store or transmit infringing, libelous or otherwise unlawful or tortious material, run or spread malicious or harmful code, try to circumvent commercial terms, violate export control & sanction rules, or try to jeopardize the performance or integrity of the service. Customer commits to follow AS recommendations and shared best practices to avoid unreasonable, unnecessary, or inefficient use of system resources of the SaaS Products, and to avoid and if needed correct practices that causes or could cause service interruption or service degradation.

2.4 AS Intellectual Property and Services. Any performance information relating to the SaaS Products and AS IP will be deemed AS Confidential Information without any marking or further designation. Except as expressly authorized herein, Customers and Authorized Users will a) hold in confidence and not disclose any Confidential Information to third parties and b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Agreement.

2.5 Help protect Development Environment Access. Each Authorized User will access and use the SaaS Products through unique login credentials. Such credentials are personal and may not be shared or used by more than one Authorized User. Customer shall take all reasonable precautions to prevent unauthorized access to or use of the SaaS Products and shall notify AS promptly of any unauthorized access or use. Customer shall be responsible for any and all actions taken using Authorized Users accounts and passwords.

2.6 When you set things live, you are responsible for the traffic to the Endpoint. Access to Endpoints is not limited by the access restrictions specified in section 2.5 and Customer acknowledges its own responsibility to publish, de-publish, expose, integrate and share the Endpoint information in such a way that is intended by the Customer. Customer is not allowed to expose or share Endpoint access for Sandbox in such a way that could be classified as, or resemble, pre-production or production usage. Since Sandbox is by its nature for the purpose exploring the technology, AS reserves the right to limit, change, de-publish, throttle or in any way limit traffic to the Sandbox’ Endpoints.

2.7 License by Customer to Use Feedback. Customer grants to AS and its Affiliates a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Authorized Users, regarding the SaaS Products.

2.8 Inform the Authorized Users of these Terms of Service. Customer is responsible for any breach of these Terms of Service made by any of the Authorized Users.

3. ARTIFICIAL SOLUTION RIGHTS – Where AS needs to be a good actor & provide good service

3.1 Temporary Access for troubleshooting. Customer Code or Customer Training Data shall not include any personal identifiable data, however the Dialogue Data can. AS operations team who follow a strict security protocol, has the right to temporarily access Customer Code or Customer Training Data for urgent troubleshooting issues to restore the services or to temporally, only when required to speed up remediation of service levels, transfer the Customer Code or Customer Training Data to a secure environment for analysis and later deletion. On rare occasions, AS operations team can request temporary access to Dialogue Data for the same purpose, with the sole discretion of the Customer to accept or deny. Where the Customer denies such access to Dialogue Data for troubleshooting the Customer is aware that this may impact the issue remediation possibilities.

3.2 Suspension of Services. If these Terms of Service are breached by Customer or any Authorized User AS will notify, seek for remediation and, in severe cases suspend, terminate, or otherwise deny Customer or any Authorized Users access to or use of all or any part of the SaaS Products.

3.3 Necessary Right to Remove Customer Solution or Dialogue Data. If Customer does not take required action in accordance with the requirements outlined in Sections 2.1 and 2.2, or if in AS’s judgment continued violation is likely to reoccur, AS may disable or remove the Customer Solution or Dialogue Data.

3.4 Monitoring of Usage and Consumption. AS has the right to monitor Customer’s usage and consumption of the SaaS Products. AS strives to maintain a high level of service and to continuously improve the AS Services. In order to do so, AS is authorized to use inspection and analytics techniques to better understand how the SaaS Products are being used by the Customer. Only aggregated data, that does not contain personal identifiable data nor can be reverse engineered to contain personal identifiable data, is collected and used by AS in this process.