AI Terms (if applicable)

These Artificial Intelligence Terms ("AI Terms") are hereby incorporated by reference into and made part of the document (as hereinafter defined) between Kyriba Corp. and/or its affiliates and subsidiaries (collectively "Kyriba"), and the other party named in the Agreement ("Customer"). The AI Terms supplement, and do not limit or supersede the Agreement. These AI Terms control only for the operation of the applicable AI Feature.

Both Kyriba and Customer are referred to individually herein as a "Party" and jointly referred to as the "Parties".

Scope.

These terms apply only to the extent that Customer subscribes to and uses the AI Feature(s) (defined below). For clarity, any AI Features are optional components and functionalities of Kyriba's Online Cloud Services ("SaaS Services") and do not form part of Kyriba's core treasury functionalities. The Customer may elect, at its sole discretion, whether or not to enable or utilize such features.

The AI Terms are subject to the terms and conditions signed between the Parties governing Customer's subscription and use of the SaaS Services (the "Agreement").

Notwithstanding anything to the contrary in the Agreement, in the event of a conflict between these AI Terms and any other terms in the Agreement, these AI Terms control, solely with respect to the AI Feature.

Any capitalized terms not otherwise defined in these AI Terms shall have the meaning ascribed to such terms in the Agreement.

Definitions

• Agreement means collectively the Order Schedule, the Terms and Conditions for Online Cloud Services, or other written contract governing Customer's subscription of the SaaS Services into which these AI Terms are incorporated by reference.
• AI Features means any Kyriba AI feature, functionality, or component of the Services identified in the Order Schedule and that incorporates, uses, depends on, or employs any AI Technology or other machine learning, which may include but not limited to Kyriba's use cases for AI/ML within Services focused on treasury functions including but not limited to TAI agent, cash forecasting, payments fraud detection, and working capital optimization in each case only to the extent specifically identified in the Order Schedule.
• AI System, provider, deployer, downstream provider, high-risk AI system, and general-purpose AI model have the meanings assigned by applicable law, including the EU AI Act where applicable.
• AI Technology means all machine learning, including Large Language models, artificial intelligence tools or methodologies, all software implementations of any of the foregoing, capable of generating various types of content based on user-supplied prompts.
• Incidental Personal Data means Personal Data that appears incidentally within Input submitted in the ordinary course of using the AI Features, including names, email addresses, or phone numbers embedded in documents or communications processed through the AI Features, and that is not the primary subject matter of the Input or intentionally submitted for processing as Personal Data.
• Input means Customer information, data, materials, text, prompts, images, or other content that is input, entered, uploaded, or otherwise provided or made available by Customer or retrieved by an AI Feature from Customer's environment pursuant to Customer's authorization for processing by or through an AI Feature, including but not limited to, Customer prompts, data and documents obtained through mechanism such as data capture, mcp/api, database retrieval from a Customer's environment.
• Output means all data, results, content, or other material generated by the AI Feature based on the inputs, information, data, materials, text, expressions, predictions or other content generated or otherwise output from an AI Feature in response to Input or from use of an AI Feature by the Customer. Output may include or reproduce Customer Data or third-party content and is not automatically novel, accurate, or free of third-party rights.
• Personal Data means any information relating to an identified or identifiable natural person, as defined in Article 4(1) GDPR.
• TAI means Kyriba's Trusted AI portfolio and associated controls.
• Usage Data as defined in the Acceptable Use Policy.

Compliance with Applicable Laws.

Each Party shall comply with the laws applicable to its role, activities, establishment, products, and use of the AI Feature. Kyriba shall provide oversight of and adhere to applicable laws and regulations relating to Artificial Intelligence ("AI") and Machine Learning ("ML"), (such applicable laws and regulations collectively, ("AI Oversight"). AI Oversight will include (a) development and implementation of AI/ML in a way that promotes transparency in the generation of any Outputs; (b) management oversight of use or implementation of AI/ML; and (c) maintain appropriate technical and organizational measures to ensure that Customer Data is segregated from Kyriba's other data sources used in AI/ML.

Disclaimers

Customer acknowledges that the AI Features may generate Output that is imprecise, incomplete, biased, stale, or otherwise unreliable. Kyriba makes no warranty regarding the accuracy, the completeness or reliability of any Output. Customer remains solely responsible for reviewing Output and validating with appropriate human review and validation, its accuracy, completeness and usefulness prior to any use or disclosure. Unless otherwise prohibited by applicable law, Kyriba disclaims all liability and accepts no responsibility arising from, or connected with, the Customer's or User's use of the content generated using AI.

Special Restrictions on Use of the AI Features

Without limiting any restrictions on use of the SaaS Services in the Agreement, Customer will not and will not permit its Users to:

• Generate content related to illegal activities, hate speech, violence, discrimination.
• Use copyrighted material of third-parties as Input and do not use the AI Features to create content that infringes on others' intellectual property rights.
• Knowingly enter Personal Data or sensitive personal data (as defined by applicable Privacy Law) into the AI Features as the primary subject matter of any Input of the AI Features except where such data is incidentally included ("Incidental Personal Data") in Inputs in the ordinary course of Customer's use of the SaaS Services.
• Use the AI Features for personal, non-commercial purposes inconsistent with the software's intended function
• Use the AI Features to train or develop competing AI models or services.
• Attempt to reverse engineer, decompile, or otherwise discover the source code of the AI models.

Customer acknowledges and agrees that Kyriba may process Input, Output, and Usage Data, and related data generated through the use of AI Features only as necessary to: (a) provide, secure, support, maintain, monitor and troubleshoot the applicable AI Feature; (b) comply with applicable law; (c) evaluate, test and monitor the performance and intended behavior of AI Features as configured for Customer; and (d) investigate potential misuse of the AI Features or security incidents affecting the AI Features; in each case subject to the Agreement, DPA, security schedule and where applicable documents instructions. For clarity, Kyriba's ability to provide support and maintenance for the AI Features is contingent upon having access to this data.

Kyriba shall not use Inputs and Outputs to train, retrain, or fine-tune any Kyriba AI Feature or other AI System, without Customer's prior written consent, and in any event, no Customer Data will be disclosed to any unauthorized third-parties. The foregoing does not restrict Kyriba from fine-tuning and adapting an AI Feature using Customer's Input or Output for Customer's sole benefit within Customer's instance of the Services.

Kyriba acts as a data processor with respect to any Personal Data included in Inputs or Outputs and shall process such data solely on behalf of and in accordance with Kyriba's Data Processing Agreement.

All such data will be handled in accordance with the confidentiality, privacy, and security provisions of these AI Terms, the Agreement and applicable Law.

Ownership of AI Features and AI Technology

Kyriba and its licensors retain all right, title, and interest in and to the AI Features and the underlying AI Technology, including the models, model weights, prompts, system instructions, interfaces, documentation, security controls, and related modifications or improvements made through the use of AI Features. Except for the limited rights expressly granted under the Agreement, no licence or ownership interest is granted to Customer.

Ownership of Outputs

Except as otherwise provided in these AI Terms, Customer retains all right, title, and interest in and to the Outputs generated through its use of the AI Features, subject to Kyriba's underlying rights in the AI Features and AI Technology. For clarity, nothing in these AI Terms grants Kyriba any ownership rights in the Outputs, and Kyriba's use of Outputs shall be limited to the purposes described in the "Data Rights and Training" section above. Customer ownership of Outputs does not relieve Customer of its responsibility to review and validate such Outputs for accuracy, completeness and usefulness prior to any use or disclosure. Notwithstanding the foregoing, to the extent any portion of Outputs references Kyriba's intellectual property, such portions shall remain Kyriba's exclusive property unless sufficiently transformed so as to no longer be identifiable as Kyriba intellectual property.

Indemnification

Customer agrees to indemnify, defend, and hold harmless Kyriba from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Customer's unlawful or unauthorized use of the AI Features; (ii) any third party claim that Customer's Inputs, instructions, configuration, or combination of Outputs with other materials infringe, misappropriate, or otherwise violate a third party's intellectual property right; or (iii) any modification of Outputs by Customer that gives rise to a third party claim.

Miscellaneous

Except as expressly modified herein, all terms and conditions of the Agreement, including but not limited to those relating to limitation of liability, disclaimers, governing law, shall apply in full to Customer's use of the AI Features. No modification of these Terms shall be valid and binding unless made in writing and then only if such modification expressly states that such modification applies to the Terms.

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