Additional Product Terms - Tracker Networks

THESE ADDITIONAL PRODUCT TERMS ("ADDITIONAL PRODUCT TERMS") DESCRIBE THE SPECIFIC TERMS THAT APPLY TO CERTAIN SERVICES OR FEATURES (EACH, AN "ADDITIONAL PRODUCT") OFFERED BY TRACKER NETWORKS INC. (TRACKER NETWORKS). BY USING AN ADDITIONAL PRODUCT, CUSTOMER AGREES THAT THE APPLICABLE ADDITIONAL PRODUCT TERMS GOVERN CUSTOMER'S USE OF THAT ADDITIONAL PRODUCT. THESE ADDITIONAL PRODUCT TERMS ARE INCORPORATED INTO, AND FORM A PART OF, THE TRACKER NETWORKS SOFTWARE SERVICES PURCHASE AGREEMENT (THE "AGREEMENT") BETWEEN TRACKER NETWORKS AND THE ENTITY THAT ENTERED INTO THE AGREEMENT ("CUSTOMER") WITH TRACKER NETWORKS.

Overview

Subject to Section 9, this Appendix prevails over inconsistent provisions of the Agreement solely in relation to AI Products. A different arrangement expressly agreed in an Order Form or written amendment signed by both parties prevails over this Appendix. A violation of these Additional Product Terms is a violation of the Software Services Purchase Agreement. Capitalized terms not defined herein have the meaning given to them in the Software Services Purchase Agreement.

The services covered by these Additional Product Terms are:

Artificial Intelligence (AI) Products/Features

Tracker Networks offers AI-enabled products and features identified as such within the Services or applicable product documentation ("AI Products"). AI Products may use artificial intelligence models and related services supplied by third parties ("AI Model Providers"). These AI Product Terms apply to those AI Products.

Example AI Products

Essential AI: Essential AI is an AI-powered technology on the Essential Platform that increases the efficiency of system Users, suggests system edits, and helps system Users to generate new insights.

AI Product Terms

1. Processing by AI Model Providers

When Customer enables or elects to use an AI Product, Customer authorizes Tracker Networks to engage AI Model Providers to process Inputs, Outputs and associated Customer Data as reasonably necessary to provide that AI Product, subject to the Agreement. AI Model Providers act as service providers to Tracker Networks and, where applicable, as subprocessors of personal information.

2. Location of Processing

AI Model Providers may process Inputs, Outputs and associated Customer Data outside Canada in the locations disclosed to Customer before the relevant AI Product is enabled or used. Customer's authorization under Section 1 includes that processing, subject to any express processing-location restrictions in the Agreement. Changes to providers or processing locations must remain consistent with those restrictions.

3. Inputs and Outputs

Questions, prompts, data, content or information submitted to an AI Product by or on behalf of Customer, including Customer Data selected or retrieved by the Services for an enabled AI Product in accordance with the Agreement ("Inputs") and answers or other results generated by an AI Product based on such Inputs ("Outputs") are deemed Customer Data under the Agreement and subject to the rights, restrictions and obligations applicable thereto. Notwithstanding the foregoing, third parties may submit information or materials that generate results that are identical or similar to Outputs ("Third-Party Results"), and Customer acknowledges it has no right, title or interest in or to any Third-Party Results.

4. Accuracy and Customer Review

AI Products provide automated assistance and do not replace professional advice, independent judgment or Customer's responsibility for its decisions and compliance obligations. Outputs may contain material errors or omissions and may not be accurate, current, complete or suitable for Customer's purposes. Customer shall independently evaluate Outputs, including through appropriate human review, before relying on, implementing or distributing them. Customer remains responsible for decisions, actions and omissions based on Outputs and shall not falsely represent Outputs as human-generated. Subject to Section 9, Tracker Networks makes no representations or warranties and provides no indemnities with respect to Outputs.

5. Permitted Processing; No Model Training

Tracker Networks and its AI Model Providers may process Inputs, Outputs and associated Customer Data only as reasonably necessary to provide, support, secure and maintain the AI Products, prevent misuse, or comply with applicable law, in accordance with the Agreement. Tracker Networks shall not use Customer Data, including Inputs and Outputs, to train, fine-tune or improve AI models. Tracker Networks shall engage AI Model Providers under terms prohibiting such use and shall not enable optional sharing of Customer Data for model training or improvement. This Section does not authorize use of Customer Data for advertising or unrelated provider purposes.

6. Restrictions on Use

In addition to any general obligations and restrictions pertaining to Customer's use of Services under the Agreement, Customer represents and warrants that:

6.1.

Customer's use of an AI Product will not breach or violate Customer Responsibilities in section 4.2 of the Master Subscription Agreement ("MSA"), nor will Customer use an AI Product to generate content for dissemination in electoral campaigns or content that encourages violence, terrorism, or other serious harm;

6.2.

Customer has all rights, permissions and consents necessary for Inputs to be processed as contemplated by the Agreement and shall not submit, or instruct the Services to use, information whose processing is prohibited by applicable law or the Agreement;

6.3.

Customer will not, nor permit others, to: (i) use an AI Product to develop any models that compete with Tracker Networks or an AI Model Provider or (ii) attempt to extract or reconstruct the underlying models, model weights, source code, algorithms or other proprietary components of an AI Product, except to the extent such a restriction is prohibited by applicable law. This restriction does not prevent Customer's authorized use or export of its Customer Data and Outputs; and

6.4.

Customer will be fully responsible for use of an AI Product (including any and all Inputs submitted) by any User of Customer.

7. Usage Limits; Availability

Tracker Networks may monitor and limit or suspend Customer's usage of an AI Product if Tracker Networks believes Customer's usage may bypass or circumvent any rate limits, negatively affect the security, operability, or integrity of any Services, violate the Agreement or otherwise impose liability on Tracker Networks. Tracker Networks may change the AI Model Providers or models used to provide AI Products, subject to the Agreement's express data-processing restrictions and any expressly agreed product commitments. Customer acknowledges that AI functionality and availability may be affected by changes to, restrictions on, or interruptions of the underlying provider services. Unless expressly agreed otherwise in writing, service-level commitments, guarantees and service credits do not apply to AI Products. This does not alter the service-level commitments applicable to the non-AI Services.

8. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT TO SECTION 9 AND THE EXPRESS OBLIGATIONS PRESERVED THERE, AND EXCEPT AS EXPRESSLY SET OUT IN THESE ADDITIONAL PRODUCT TERMS: (A) THE AI PRODUCTS (INCLUDING ANY THIRD PARTY SOFTWARE OR SERVICES INCORPORATED THEREIN) PROVIDED BY TRACKER NETWORKS TO CUSTOMER ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (B) TRACKER NETWORKS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE; AND (C) TRACKER NETWORKS DOES NOT WARRANT THAT THE AI PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

9. No Liability

Notwithstanding anything to the contrary in the Agreement, and to the maximum extent permitted by applicable law, Customer's use of AI Products and Outputs is at Customer's own risk. Subject to the following paragraph, Tracker Networks shall have no liability to Customer for any claims, losses, damages, costs or expenses arising from the use, performance or unavailability of AI Products, any Outputs, or any decision, action or omission based on them, whether in contract, tort (including negligence), under an indemnity or otherwise. Tracker Networks has no obligation to defend or indemnify Customer against claims for which liability is excluded by this Section. This Section does not exclude liability to the extent caused by Tracker Networks' breach of its express confidentiality, privacy, security or data-processing obligations under the Agreement. Such liability, and any liability not excluded by this Section, remains subject to the MSA's limitations and exclusions of liability, to the maximum extent permitted by applicable law. An error, omission or unsuitable recommendation in an Output does not, by itself, establish a breach of those obligations.