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SUPPLEMENTAL SERVICES TERMS

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Service Level Addendum

Version 1.0 (last updated April 11, 2025) 

Customer’s access to and use of certain functionality, applications, or Add-on Services (specified below) as part of the Subscription Services are subject to these Agiloft Supplemental Services Terms (“Supplemental Terms”), in addition to the terms set forth in the Agiloft Services Agreement, or separate agreement under which Agiloft is providing the Subscription Services to Customer (“Agreement”). Capitalized terms not defined here will have the meanings set forth in the Agiloft Services Agreement. If there is a conflict between the Supplemental Terms and the Agreement, these Supplemental Terms will control for the subject matter herein. Agiloft may update these Supplemental Terms from time to time when Agiloft releases new or improved Add-on Services, applications, or functionality (“New Functionality”) by posting updated terms at, https://www.agiloft.com/terms-policies/supplemental-services-terms/. Agiloft will provide notice of updates to these terms in accordance with the Agiloft Services Agreement. By using New Functionality, Customer agrees to the updates to these Supplemental Terms.

AGILOFT INTEGRATION HUB

The Agiloft Integration Hub, an Add-on Service powered by Workato, Inc. (“Workato”) delivers a powerful integration platform embedded directly within the Agiloft platform, allowing customers to easily integrate Agiloft with hundreds of other systems (“Integration Hub”). By using Integration Hub, Customer agrees as follows:

  1. Restrictions. The Embedded Software may not be accessed for the benefit of third parties, including as service bureau, time-sharing or managed arrangement, or for any benchmarking, comparative or competitive purposes unless preauthorized in writing by Workato. Workato competitors or individuals acting on behalf of a Workato competitor may not access the Embedded Software. “Embedded Software” means the limited-use version of Workato’s software platform and related interfaces, software development kits, services and documentation that are designed to connect applications and automate workflows, which includes Platform Assets, embedded in the Integration Hub.
  2. Platform Assets. Workato will own and retain all right, title, and interest in and to all Platform Assets and all derivatives thereto on the Embedded Software, excluding any Platform Assets created by Customer. During the Subscription Term for Integration Hub, Customer will have a limited, non-exclusive license to design, configure, create, use, and share Platform Assets with other Workato users. Customer understands and agrees that the Platform Assets are part of the features of the Embedded Software and will not function independently of the Embedded Software. Platform Assets created by Customer are private by default. Customer shall ensure that it has procured and will maintain the right to create the Platform Assets to integrate with any Third-Party Services. Workato shall not resell any private Platform Assets. Customer may decide to share its private Platform Assets with other Workato users by marking them “public”, and Customer grants Workato an irrevocable, perpetual, transferable, sublicensable, and worldwide license in those Platform Assets that are marked public to view, use, perform, copy, modify, and distribute those Platform Assets. Such Platform Assets will become part of the public community Platform Assets. Customer agrees that it will not assert any claim against Workato or any Workato users for infringement or misappropriation of any intellectual property rights to any Platform Assets independently developed by Workato or any Workato users which are similar to or the same as any Platform Assets created by Customer. “Platform Assets” means the assets, integrations, automations, workflows, and other components that can be designed, configured, created, used, and shared by the Users within the Embedded Software, such as Recipes, Connectors, table storage, file storage, and workbots. “Connectors” means application programming interfaces (APIs) which allow the transfer of data between software applications through the Embedded Software. “Recipes” means a set of commands to the Embedded Software that request the Embedded Software carry out certain actions across software applications based on the occurrence of a designated trigger event.
  3. Warranty & Liability. The following are not intended to limit or modify the rights or obligations of Agiloft or Customer under the Agreement. Customer acknowledges and agrees that it is not a third-party beneficiary to the agreement between Agiloft and Workato.
    1. Warranty Disclaimer. WORKATO MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION, ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. WORKATO MAKES NO WARRANTIES WITH RESPECT TO THE RESULTS OF OR USE OF THE EMBEDDED SOFTWARE, AND CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
    2. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL WORKATO BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RELATE TO INTEGRATION HUB OR ARISE UNDER THESE INTEGRATION HUB SUPPLEMENTAL TERMS, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WORKATO’S TOTAL LIABILITY FOR ANY CLAIMS EXCEED $100.00 USD.

AI APPLICATIONS

Agiloft makes available AI Applications as part of the Subscription Services specified in the applicable Order. By using AI Applications, Customer agrees as follows:

  1. Ownership. Customer may provide Input to and receive Output from the AI Applications. As between Customer and Agiloft, to the extent permitted by applicable law, Customer: (a) retains all ownership rights in Input; and (b) owns all Output. Agiloft assigns to Customer all Agiloft rights, titles, and interests, if any, in and to Output. Customer Data is not used to train AI Applications or AI Models without Customer’s explicit prior written consent.
  2. Use of AI Applications. Customer agrees and acknowledges that: (a) use of any AI Applications must be in compliance with the AI Applications Supplemental Terms, Agreement, and applicable law; (b) while Inputs and Outputs are owned by Customer, Agiloft retains all ownership of and rights to the AI Applications, including all code, algorithms, models, prompts developed by Agiloft, application programming interfaces, plug-ins, processes, features, and functionality used to provide the AI Applications; (c) Customer is solely responsible for all use of the Outputs, including, without limitation, for evaluating the accuracy and appropriateness of Output for Customer’s use case and acknowledges that Output may not be accurate, reliable, or unique; and (d) use of AI Applications must be consistent with the relevant provisions of the AI Acceptable Use Policies. “AI Acceptable Use Policies” means the Microsoft AI Code of Conduct, OpenAI Usage Policies, and AWS Responsible AI Policy.
  3. Usage Data. Agiloft may collect and analyze Usage Data. Insights from Usage Data may be used by Agiloft to improve and enhance the AI Applications and to market or publish general information and statistics related to the AI Applications. Agiloft represents and warrants that any disclosure of insights or other information derived from Usage Data will be anonymized and aggregated so that it does not identify, and cannot be used to identify, Customer, Users, Customer Data, or “personal data” or “personal information” as defined under applicable law. Usage Data is also required for Customer to use certain AI Application functionality.
  4. Notice Regarding Microsoft Azure OpenAI Service. Certain AI Applications may be powered by Microsoft Azure OpenAI Service. As a subprocessor for this capability, Microsoft will temporarily store Input and Output (together, “Content”), solely for debugging and to monitor for and prevent abusive or harmful uses or outputs of the service. Authorized Microsoft employees may review Content that triggers Microsoft’s automated systems to investigate and verify potential abuse.
  5. AI Warranty Disclaimers. CUSTOMER UNDERSTANDS AND AGREES THAT ANY OUTPUT OBTAINED THROUGH CUSTOMER’S USE OF AN AI APPLICATION IS PROVIDED “AS-IS” AND OBTAINED AND USED AT CUSTOMER’S SOLE RISK. CUSTOMER SHOULD NOT RELY ON OUTPUT WITHOUT INDEPENDENTLY CHECKING ITS ACCURACY. NO INFORMATION OR ADVICE, WHETHER WRITTEN OR ORAL, OBTAINED BY CUSTOMER FROM AGILOFT OR THROUGH THE AI APPLICATION WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  6. Limitation of Liability. IN NO EVENT WILL AGILOFT OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR IN CONNECTION WITH CUSTOMER’S USE OF OUTPUT. 
  7. Suspension. Customer’s access to and use of the AI Applications may be suspended: (a) in the event of a data breach or similar attack or event where suspension is reasonably necessary to prevent materials errors or harm to any system or network or to limit harm; or (b) in the event of a material breach of the Agreement (including these AI Application Supplemental Terms) by Customer that is not cured within thirty days from the receipt of notice from Agiloft.