AI Addendum

This AI Addendum ("Addendum") is incorporated into and forms part of the terms and conditions of the attached Matillion Master Subscription Agreement (the “Agreement”) under which Matillion Limited provides its AI Product (named “Maia”), to Customer. This Addendum is supplemental to the Agreement and sets out the responsibilities of Matillion in connection with use of Maia.

Any capitalized terms used but not defined in this Addendum shall have the meanings given to them in the Agreement. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail with respect to the AI Features (as defined below).

1. Definition

"AI Features" means the specific artificial intelligence, machine learning, or generative components of the Matillion AI built into and/or a Matillion Product.

“Customer Content” means, in connection with the use of Matillion’s AI, all Input and training materials created, prepared, or supplied by or for Customer and all Output resulting from the processing of such Input or training materials or other use of Matillion’s AI; provided, however, Customer Content excludes Matillion Content.

"Input" means all data, information, prompts, or content submitted by or on behalf of the Customer to the AI Features.

“Matillion AI” or “Maia” means AI owned, licensed, or supplied by Matillion as a separate Product, whether directly or through its relationship with or engagement of a third-party supplier.

“Matillion Content” means pre-existing and independently developed data, content, code, or other materials that are proprietary to Matillion, its Affiliates, or their third-party licensors or suppliers AI.

"Output" means the data, information, or materials created or generated by the AI Features in response to Input.

2. Supplemental Terms

Maia  is made available for (a) use by Customer,  whether as a standalone offering or as a component of a larger offering, (b) use by Matillion to perform all or any part of a consulting, analytics, development, or other professional services engagement, or (c) otherwise used or made available for use as part of the Services or an Agreement.

Human Oversight. The Customer acknowledges that AI Features may produce inaccurate or incorrect Output. The Customer is responsible for implementing sufficient human oversight and review of any AI-generated Output, especially for critical or regulated applications.

AI Features Use Restrictions. Customer may not use Matillion AI features: (a) to develop foundation models or other large-scale model scales that compete with Matillion or Matillion AI features; (b) to mislead any person that Output was solely human generated; (c)  to generate spam, fraudulent or inappropriate content for dissemination; or (d) in an manner that violates any technical documentation, usage, guidelines or parameters.

3. Intellectual Property

Ownership of Input and Output. As between the parties, the Customer shall retain all rights, title, and interest in and to all Input. The Customer shall own all rights, title, and interest in and to all Output. Matillion hereby assigns any right, title, or interest it may have in the Output to the Customer.

Matillion’s AI Technology. Matillion retains all rights, title, and interest in and to its underlying AI models, algorithms, and technology.

Third-Party IP. Matillion confirms it has all necessary licenses and rights for any third-party technology used to provide AI Features.

4. Protection of Customer Content

Customer Content may be processed solely as authorized by Customer for the limited purpose of providing enabled Matillion AI for Customer’s benefit.

Matillion shall not use Customer’s Input or Output except as necessary to improve the Products and Services or for quality testing. No data obtained from the Input or Output will be used in a manner that exposes Customer or their Customer Data to any third parties through commercial reasonable activities such as redactions. Matillion shall treat all AI Inputs and Outputs as Confidential Information.

Customer Content is and shall be deemed Customer’s Data and subject to Matillion’s confidentiality, record retention, data availability, privacy, and information security obligations under the Agreement.

As between the parties, Customer shall exclusively own Customer Content (regardless of how Output is or may be treated under applicable copyright law). Matillion hereby assigns to Customer all rights, title, and interest of Matillion, its Affiliates, and their Personnel in and to Customer Content, including all associated copyrights.

5. Compliance

Matillion shall develop and maintain Matillion AI to comply and operate in accordance with (in order of precedence):

1. (i)Applicable Law
2. (ii)this Exhibit
3. (iii)the Agreement
4. (iv)generally accepted industry standards and best practices

Matillion shall make available to Customer any Matillion AI capabilities, information, and reasonable assistance needed to support Customer’s use of Matillion AI in compliance with its record keeping, monitoring, audit, and other legal and regulatory obligations.

Matillion shall reasonably cooperate with Customer, at no additional charge, in any regulatory inquiry, examination, audit, or investigation concerning Customer’s use of Matillion AI.

If deploying Matillion AI in an environment that is not supplied by Customer, Matillion shall ensure that the environment complies with Matillion’s confidentiality, privacy, information security, and other obligations under the Agreement.

6. Testing and Validation

As part of Matillion AI and Matillion’s associated maintenance and support obligations, Matillion shall perform AI testing and validation in accordance with generally accepted industry standards and on an ongoing basis.

7. Data Privacy and Security

Compliance. Both parties shall comply with all applicable data protection and privacy laws related to the use of AI Features, (including but not limited to [e.g., GDPR, CCPA]).

Confidentiality. All Input and Output containing confidential or personal information shall be subject to the confidentiality provisions of the Agreement. Matillion will maintain appropriate technical and organizational measures to protect such data from unauthorized processing, loss, or access.

Data Minimization. Matillion agrees to minimize the collection and use of Customer Data for AI purposes to only what is necessary to provide the contracted services.

8. Liability and Indemnification

Output Results. The Parties acknowledge that AI-generated Output may contain inaccuracies, hallucinations, or biased results. Customer acknowledges that Matillion is solely responsible for (I) developing Matillion own internal policies regarding the appropriate use of these technologies, (ii) providing transparency and obtaining all

necessary consents required by applicable Laws, and (iii) implementing sufficient human oversight for the use of AI Features to avoid discriminatory or unlawful behavior or impermissible automated decision-making.  By using AI Features, Customer acknowledges and agrees that Matillion is not responsible for (a) any inaccuracies or errors in the Output, (b) any biases, lack of fairness, or limitations of the underlying algorithms or data, or (c) any Output that Customer may find harmful or offensive. 

Matillion’s Indemnification. As described in Section 9 of the Agreement, Matillion shall indemnify, defend, and hold harmless the Customer from and against any third-party claims arising out of or related to Matillion’s AI Product infringing, misappropriating, or violating any third party’s intellectual property rights.

Exclusions. Notwithstanding the above, Matillion's indemnification obligations may not cover claims arising from modifications to the AI Features by the Customer or the combination of the AI Features with third-party components not authorized by Matillion.

9. Ethical AI and Bias Mitigation

Ethical Practices. Matillion shall implement and maintain policies for the ethical and responsible use of AI Features, promoting transparency, accountability, and fairness.

Bias Mitigation. Matillion shall use commercially reasonable efforts to monitor, test, and mitigate bias in its AI Features, particularly when they involve automated decision-making.

10. Miscellaneous

Compliance with Laws. Both Parties will comply with all applicable laws and regulations, including AI laws.

Governing Law. This Addendum shall be governed by and construed in accordance with the governing law provisions of the Agreement.

Entire Addendum. This Addendum constitutes the entire understanding between the parties with respect to AI Features and supersedes all prior negotiations and understandings.