Schedule B - Terms of Service

1.1 Services. These Terms of Service cover Teneo AI’ (“TENEO”) products (“SaaS Products”): Teneo Software as a Service (“Teneo 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 TENEO and with functionality solely decided by TENEO. 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 TENEO and acceptance of the Terms of Service, TENEO 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 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”. TENEO have and retain all right, title and interest, including all Intellectual Property (‘’IP’’) rights, in and to the SaaS Products. The Customer is by consequence permitted to grant individuals (“Authorized Users”) access and use the SaaS Products. The license to access the SaaS Products does not constitute a license to download, install or use any Teneo AI’ server software licenses nor license to any other TENEO 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 TENEO HelpDesk. If Customer gets access to the SaaS Products through a Reseller, that is an authorized third party to offer TENEO 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 TENEO Privacy Policy https://www.teneo.ai/legal/privacy-policy before accessing the SaaS Products.

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

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 TENEO might need temporary access to the Customer Solution for Trouble Shooting 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. Dialogue Data has a default retention time of 12 weeks with a maximum retention time eligible of 52 weeks for licenses regarding SaaS Enterprise; SaaS Pro subscription has a fixed retention time of 2 weeks. TENEO may update these limits from time to time and communicate any changes to Customer. Customer is responsible to determine if a Data Processing Agreement covering the SaaS Products with TENEO 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 TENEO 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 TENEO Intellectual Property and Services. Any performance information relating to the SaaS Products and TENEO IP will be deemed TENEO 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 TENEO promptly of any unauthorized access or use. Customer shall be responsible for any and all actions taking 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, TENEO 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 TENEO 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.

3.1 Temporary Access for Troubleshooting. Customer Code or Customer Training Data should not include any personal identifiable data, however the Dialogue Data can. TENEO operations team who follow a strict security protocol, has the right to temporarily access Customer Solution 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, TENEO 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 for troubleshooting the Customer is aware that this may impact the issue remediation possibilities.

3.2 Suspension of Services if Terms of Service are breached by Customer or any Authorized User TENEO 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 TENEO’s judgment continued violation is likely to reoccur, TENEO may disable or remove the Customer Solution or Dialogue Data.

3.4 Monitoring of Usage and Consumption. TENEO has the right to monitor Customer’s usage and consumption of the SaaS Products. TENEO strives to maintain a high level of service and to continuously improve the TENEO Services. In order to do so, TENEO 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 TENEO in this process.