ai addendum

AI FEATURES ADDENDUM

Opal Labs Inc.

THIS AI FEATURES ADDENDUM ("Addendum") is entered into between Opal Labs Inc. ("Opal") and the entity on the signature page below ("Customer"), effective as of the date of last signature ("Addendum Effective Date"). This Addendum amends the Master Software as a Service Agreement, Terms of Use, or substantially similar agreement governing Customer's access to the Opal platform (the "Agreement") and any applicable Order Forms. In the event of any conflict between this Addendum and the Agreement with respect to artificial intelligence features, this Addendum controls. All other Agreement terms remain in effect.

This Addendum governs Customer's use of all AI and machine-learning features Opal makes available through the platform, including GEM (Opal's AI copilot for platform navigation and workflow assistance) and any AI-assisted content drafting features (collectively, "AI Features"). "Inputs" means all prompts, queries, and materials Customer or its users submit to AI Features. "Output" means all content and responses generated by AI Features in response to Inputs.

1. Customer Responsibilities

1.1. Customer is solely responsible for all Inputs, including ensuring it has all rights and permissions necessary to submit them. Customer will not submit to AI Features any special-category or sensitive personal data (as defined under applicable data protection law) without Opal's prior written consent, and is solely responsible for ensuring that any personal data in Inputs is processed in compliance with applicable law, including providing required notices and obtaining required consents.

1.2. Customer will not use AI Features or Output: (i) in violation of applicable law or third-party rights; (ii) to create or distribute unlawful, defamatory, or infringing content; (iii) to generate malware or harmful code; or (iv) to circumvent any technical restriction or safety filter imposed by Opal or its AI providers.

1.3. Customer will defend, indemnify, and hold harmless Opal and its officers, directors, and employees from thirdparty claims arising from: (i) Customer's Inputs; (ii) Customer's use or distribution of Output; (iii) Customer's violation of applicable law or third-party rights in connection with AI Features; or (iv) Customer's combination of Output with materials not provided by Opal.

2. Opal Commitments

Opal will not use Customer's Inputs or Output to train, fine-tune, or improve any general-purpose or foundation AI model, whether operated by Opal or any third party. Opal may derive and use de-identified, aggregated usage statistics from Customer's use of AI Features (e.g., utilization rates, latency, error rates) for product analytics and service improvement. Such statistics will not identify Customer or any individual.

3. Ownership

Customer retains all rights in its Inputs. Customer grants Opal a limited license to process Inputs solely to provide AI Features. Opal retains all rights in AI Features and the underlying models, software, and systems. Customer may use Output for any lawful purpose. Customer acknowledges that Output may not be unique and that similar Output may be generated for others. Any suggestion or feedback Customer provides regarding AI Features is hereby assigned to Opal, and to the extent such assignment is not effective as a matter of law, Customer grants Opal an irrevocable, royalty-free, worldwide, perpetual license to use such feedback in Opal's products and services.

4. Disclaimer of Warranties

AI FEATURES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." OUTPUT IS AI-GENERATED AND NOT HUMAN-REVIEWED. OPAL DISCLAIMS ALL WARRANTIES WITH RESPECT TO AI FEATURES AND OUTPUT, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER WILL NOT RELY ON OUTPUT AS PROFESSIONAL, LEGAL, FINANCIAL, OR OTHER SPECIALIST ADVICE AND IS SOLELY RESPONSIBLE FOR VALIDATING OUTPUT BEFORE USE OR PUBLICATION.

5. Limitation of Liability

Opal's limitation of liability under the Agreement applies fully to AI Features and Output. If the Agreement contains no limitation of liability, then: (a) neither party will be liable for consequential, indirect, incidental, special, or punitive damages arising from AI Features, even if advised of the possibility of such damages; and (b) each party's total liability arising from AI Features will not exceed the total fees paid by Customer to Opal in the twelve (12) months preceding the claim.

6. General

This Addendum supersedes all prior and contemporaneous agreements and provisions relating to AI Features, including any AI-related terms in the Agreement. This Addendum may be modified only by a written amendment signed by authorized representatives of both parties. Sections 1(c), 2(a), 3, 4, 5, and 6 survive termination or expiration of this Addendum or the Agreement. This Addendum may be executed in counterparts; electronic signatures are valid.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the Addendum Effective Date.

OPAL LABS INC.

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

[CUSTOMER NAME]

By: _________________________________________

Name: ______________________________________

Title: ________________________________________

Date: _______________________________________

Notices: