Gen AI Addendum

Additional Terms Relating to Gen AI Functionality

1) GEN AI FUNCTIONALITY. Customer is free to choose to use (and to continue to use or stop using) the Gen AI Functionality made available by Sitecore at its own discretion. The terms and conditions of this Gen AI Addendum shall additionally apply where the Customer uses Gen AI Functionality.

2) OWNERSHIP AND USE OF GEN AI INPUTS AND OUTPUTS.

a) Subject to paragraph 4 below, Customer acknowledges that all content or information submitted through use of the Gen AI Functionality by or on behalf of Customer (“Gen AI Inputs”) and all content or other results generated by or on behalf of the Customer through use of the Gen AI Functionality (“Gen AI Outputs”) shall be Customer Data.

b) Gen AI Functionality may include features which are powered by AI models operated by a third party, in which case Customer permits the relevant third party provider of such Gen AI Functionality to use the Gen AI Inputs and Gen AI Outputs or other Customer Data submitted to the Gen AI Functionality as necessary to provide and maintain the Gen AI Functionality, comply with applicable laws, and enforce its policies.

c) Where Gen AI Inputs and Gen AI Outputs are submitted to a third party provider, those Gen AI Inputs and Gen AI Outputs may be retained temporarily by the third party provider as part of the operation of their service. However, Sitecore shall contractually restrict any third-party provider of Gen AI Functionality from using Gen AI Inputs and Gen AI Outputs for: (i) training, (ii) otherwise improving its large language models or other services, and/or (iii) general use beyond the use required to provide and maintain the Gen AI Functionality or as otherwise set out in this Addendum.

d) Any third party provider of Gen AI Functionality shall act as a Subprocessor of Customer Data submitted to the relevant Gen AI Functionality, including Personal Data that may be contained in Gen AI Inputs or other Customer Data. All processing of Customer Data will be governed by the DPA in place between Sitecore and Customer. In this Addendum, “Subprocessor” and “Personal Data” shall have the meanings given to them in the DPA.

3) RESPONSIBILITY FOR GEN AI INPUTS AND OUTPUTS.

a) The Gen AI Outputs are created based on a statistical analysis of the Gen AI Inputs, without any detailed understanding of the Gen AI Inputs. Customer acknowledges that the Gen AI Outputs depend on the quality of the Gen AI Inputs, and results may be inaccurate, incomplete, unexpected or unfaithful to the Gen AI Inputs, or may contain biases.

b) Customer is solely responsible for (i) the accuracy and quality of any Gen AI Inputs; (ii) verifying and validating the accuracy of any Gen AI Outputs, and (iii) any decision, action or omitted action based on any Gen AI Outputs.

c) Customer acknowledges and agrees that the Gen AI Functionality may produce outputs that could inadvertently infringe upon third party intellectual property rights. Customer is solely responsible for ensuring that their use of the Gen AI Outputs complies with all applicable intellectual property laws and regulations.

4) THIRD PARTY GEN AI OUTPUTS. Customer acknowledges that third parties may submit information or materials that generate results that are identical or similar to the Gen AI Outputs (“Third Party Gen AI Outputs”). Customer has no right, title or interest in or to any Third Party Gen AI Outputs.

5) RETRIEVAL OF GEN AI INPUTS AND GEN AI OUTPUTS. Any obligations on Sitecore in the Agreement to make Customer Data available for retrieval, assist with retrieval and destroy Customer Data will only apply to the Gen AI Inputs and Gen AI Outputs where they are retained by Sitecore.

6) LIABILITY. To the maximum extent permitted by law and notwithstanding anything to the contrary in the Agreement, Sitecore does not provide any representation, warranty, indemnification or other commitment of any kind regarding any Gen AI Functionality (including, for sake of clarity, any Beta Gen AI Features, and including, without limitation, in relation to the accuracy, reliability or completeness of the Gen AI Outputs) and shall have no liability for any loss or damage caused by use of or reliance on any Gen AI Outputs.

7) BETA GEN AI FEATURES. Gen AI Functionality may be made available by Sitecore as new features or functionality identified as beta and/or early access , and in such case will be provided free of charge (“Beta Gen AI Features”). Where Sitecore decides to make the Beta Gen AI Features generally available, Sitecore may at any time, upon reasonable notice to Customer, introduce fees for continued use of such Gen AI Functionality. Such fees will apply to Customer’s use of the relevant Gen AI Functionality as set forth in an Order or otherwise agreed in writing between the parties. Notwithstanding the foregoing, Sitecore is under no obligation to develop, release, make generally available or commercially offer a final product based on the Beta Gen AI Features.

8) SUSPENSION.

a) Sitecore may, at any time and without liability, suspend or terminate access to, modify, replace or discontinue any part or feature of any Beta Gen AI Features.

b) Sitecore may, without liability, suspend or terminate access to the Gen AI Functionality immediately upon notice to Customer in the event that any third party provider of the Gen AI Functionality suspends, terminates or ceases to provide access to the relevant Gen AI Functionality.

c) Subject to paragraph 8(d) below, if the Customer has paid fees in relation to any Gen AI Functionality that is suspended or terminated under paragraph 8(b) above, then: (i) in the case of termination, Sitecore will refund the pro-rata share of any prepaid fees for the affected Gen AI Functionality that relate to the period following termination; and (ii) in the case of suspension, fees for the affected Gen AI Functionality shall be suspended during any such period of suspension and Sitecore will refund the pro-rata share of any prepaid fees for the affected Gen AI Functionality that relate to the period of suspension.

d) Customer will not be entitled to a refund of prepaid fees where any such suspension or termination arises from breach of the Agreement by Customer.