Caspio AI Solutions Addendum

This AI Solutions Addendum (“Addendum”) is entered into by and between Caspio, Inc. (“Caspio”) and the customer identified on the applicable Order Form (“Customer”) and forms part of the Caspio Platform Terms of Service or other master agreement between the parties governing Customer’s use of the Service (the “Agreement”). This Addendum applies only if and to the extent Customer purchases one or more AI Solutions under an Order Form. Capitalized terms used but not defined in this Addendum have the meanings given in the Agreement. In the event of a conflict between this Addendum and the Agreement with respect to the AI Solutions, this Addendum controls.

1. DEFINITIONS

“AI Solution(s)” means the managed, agentic artificial intelligence services offered by Caspio in the AI Solutions category of the Caspio Marketplace and identified on an Order Form, including, as of the Version date of this Addendum, Live AI Agent, Respond AI Agent, and Listener AI Agent, together with any successor or additional managed AI agent services designated by Caspio as AI Solutions. AI Solutions are distinct from, and do not constitute, “AI Tools” as defined in the Agreement.

“Agent Configuration” means the prompts, orchestration logic, workflows, tuning parameters, evaluation criteria, connectors, and other configurations developed or applied by Caspio to build, tune, and operate an AI Solution for Customer.

“Grounding Materials” means the documents, knowledge bases, brand guidelines, data, and other content that Customer provides to Caspio, or authorizes Caspio to access, for the purpose of grounding, configuring, or operating an AI Solution.

“Outputs” means the responses, drafts, summaries, alerts, transcripts, reports, and other content generated by an AI Solution for Customer.

“Third-Party AI Provider” means a third-party provider of artificial intelligence models or related infrastructure engaged by Caspio in connection with the operation of the AI Solutions (for example, providers of large language models accessed via API).

“Usage Allotment” means the metered usage quantity (however denominated on the Order Form or Caspio’s published plan descriptions, including as credits, interactions, responses, monitored sources, or tokens), and whether measured at the front end (for example, End User interactions, sessions, messages, or responses generated through interfaces deployed by or for Customer) or at the back end (for example, tokens, API calls, or compute), included in Customer’s subscription to an AI Solution for a given billing period.

2. MANAGED SERVICE MODEL

2.1 Scope. AI Solutions are delivered as managed services. Caspio builds, tunes, hosts, and operates each AI Solution on Customer’s behalf based on the outcome parameters, success criteria, and Grounding Materials provided by Customer. Customer does not receive access to, and Caspio does not license, the underlying models, Agent Configurations, or operational tooling.

2.2 Customer Responsibilities. Customer will: (a) provide accurate and current Grounding Materials and promptly update them as needed; (b) designate one or more owners to receive human handoffs, review escalations, and provide feedback; (c) establish and communicate its success criteria; and (d) respond to Caspio’s reasonable requests for information needed to configure and operate the AI Solution. Caspio’s performance is conditioned on Customer’s timely performance of these responsibilities.

2.3 Modifications. Caspio may modify, substitute, or upgrade the models, Third-Party AI Providers, Agent Configurations, and operational methods used to deliver an AI Solution, provided the modification does not materially degrade the AI Solution’s core functionality.

3. GROUNDING MATERIALS; LICENSE

3.1 License. Customer grants Caspio a non-exclusive, worldwide, royalty-free license during the applicable subscription term to host, copy, process, transmit, and display Grounding Materials solely to provide, secure, support, and improve the AI Solutions for Customer.

3.2 Customer Warranties. Customer represents and warrants that: (a) it has all rights, consents, and lawful bases necessary to provide the Grounding Materials to Caspio and to authorize the processing described in this Addendum; and (b) the Grounding Materials and Customer’s instructions do not violate applicable law or third-party rights.

3.3 No Model Training. Caspio will not use Grounding Materials or Customer’s Outputs to train generalized machine learning models made available to other customers, and will contractually require its Third-Party AI Providers not to use such data to train their models. Caspio provisions its Third-Party AI Provider accounts for zero data retention on provider endpoints that support it, as standard for all customers. Where the operation of an AI Solution requires stateful provider features (for example, hosted file or knowledge stores used to ground the AI Solution), Caspio limits provider-side retention to what is reasonably necessary to operate the AI Solution, and the no-training commitment in this Section applies in all cases.

4. OUTPUTS

4.1 Ownership. As between the parties, and subject to payment of applicable fees, Customer owns the Outputs. Caspio retains all right, title, and interest in and to the AI Solutions, the Agent Configurations, and all underlying technology, know-how, and improvements, none of which are assigned or licensed to Customer except as expressly stated in this Addendum.

4.2 Nature of Outputs. Customer acknowledges that Outputs are generated by probabilistic artificial intelligence systems and may contain inaccuracies, omissions, or content that does not reflect Customer’s intended position. Outputs may be similar to outputs generated for other customers, and Caspio does not warrant that Outputs are unique.

4.3 Human Review. Customer is solely responsible for reviewing Outputs before relying on them or using them externally, including before submitting any Output in response to an RFP, questionnaire, grant, claim, or similar solicitation, and before publishing or transmitting any Output to Customer’s own customers or the public. Outputs are not professional advice, and Customer will ensure that any use of Outputs in connection with activities requiring licensure or professional judgment is reviewed and approved by appropriately qualified personnel.

4.4 Transparency. Customer will not represent to any third party that Outputs were human-generated or that services performed by an AI Solution were performed by a human, and will comply with all applicable AI disclosure and transparency laws. Where Caspio makes AI-interaction disclosure features available within an AI Solution (for example, an AI-interaction notice or a human-handoff option), Customer is responsible for configuring, and for not disabling, such features to the extent required by laws applicable to Customer’s deployment, including laws requiring that End Users be informed they are interacting with an artificial intelligence system.

5. RESTRICTIONS; PROHIBITED DATA

5.1 No PHI or Prohibited Data. THE AI SOLUTIONS ARE NOT HIPAA-ELIGIBLE SERVICES. Customer shall not upload, submit, or otherwise provide to any AI Solution, whether as Grounding Materials, inputs, or otherwise, and shall not configure any AI Solution to collect, receive, or process: (a) Protected Health Information as defined under HIPAA (“PHI”); (b) payment card data subject to PCI DSS; (c) government-issued identification numbers; or (d) any other data category identified as prohibited in the applicable Order Form or Caspio’s published documentation. No Business Associate Agreement between Customer and Caspio applies to the AI Solutions, and any PHI provided to an AI Solution in violation of this Section is provided outside the scope of any such Business Associate Agreement.

5.2 Prohibited Uses. Customer shall not use any AI Solution: (a) in a manner that constitutes or requires clearance as a medical device, or to provide medical diagnosis or treatment; (b) to make automated decisions that produce legal or similarly significant effects on individuals without human review, including decisions relating to employment, credit, insurance, or housing; (c) to develop or train a competing artificial intelligence model or service; (d) to generate content that is unlawful, infringing, or deceptive; or (e) in violation of the acceptable use provisions of the Agreement.

5.3 Listener AI Agent. With respect to any AI Solution that monitors publicly available sources, Customer acknowledges that monitored content is collected from third-party platforms and public sources, that availability of such sources is outside Caspio’s control, and that Customer is responsible for its use of monitoring insights in compliance with applicable law.

6. DATA PROTECTION

6.1 The Caspio Data Processing Agreement applies to Personal Data processed by Caspio in connection with the AI Solutions. Customer acknowledges that Third-Party AI Providers used in the delivery of AI Solutions are Sub-Processors under the Data Processing Agreement and are identified in accordance with its terms.

7. FEES; USAGE; PASS-THROUGH COSTS

7.1 Fees. Fees for each AI Solution are as stated on the Order Form and may include a recurring subscription fee, implementation or tuning fees, and usage-based fees.

7.2 Usage Allotments and Overages. Usage in excess of Customer’s Usage Allotment is billed monthly in arrears at the overage rates stated on the Order Form or Caspio’s published plan descriptions, in accordance with the fees and payment provisions of the Agreement. Usage includes all consumption attributable to Customer’s Account and deployments of the AI Solution, including consumption generated by End Users and other third parties interacting with the AI Solution through interfaces deployed by or for Customer, whether or not such consumption was authorized by Customer. Customer is responsible for configuring the access controls and usage caps made available for the AI Solution; Caspio may apply reasonable rate limits to protect service integrity and will notify Customer promptly of usage patterns reasonably indicating abuse or runaway consumption. Unused Usage Allotments expire at the end of each billing period and do not roll over unless expressly stated on the Order Form.

7.3 Provider Cost Changes. If a Third-Party AI Provider materially increases the cost of models or infrastructure used to deliver an AI Solution, Caspio may adjust usage-based rates upon at least thirty (30) days’ written notice, with the adjustment taking effect no earlier than the start of Customer’s next billing period for usage-based fees, or the next subscription term for subscription fees.

8. WARRANTIES; DISCLAIMERS

8.1 Service Warranty. Caspio warrants that it will operate the AI Solutions with commercially reasonable skill and care consistent with generally accepted industry practices for managed AI services.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE AI SOLUTIONS AND ALL OUTPUTS ARE PROVIDED “AS IS.” CASPIO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT, THAT OUTPUTS WILL BE FREE OF ERRORS OR OMISSIONS, OR THAT ANY BUSINESS OUTCOME WILL BE ACHIEVED. THE DISCLAIMERS IN THE AGREEMENT APPLY EQUALLY TO THE AI SOLUTIONS.

9. INDEMNIFICATION; LIABILITY

9.1 Customer Indemnity. Customer’s indemnification obligations under the Agreement extend to third-party claims arising out of or relating to: (a) the Grounding Materials; (b) Customer’s use of, or reliance on, Outputs, including decisions or actions taken based on Outputs; and (c) Customer’s breach of Section 4.4 (Transparency) or Section 5 (Restrictions; Prohibited Data).

9.2 Liability. The limitations and exclusions of liability in the Agreement apply to this Addendum. Notwithstanding the foregoing, Customer’s indemnification obligations arising from Customer’s breach of Section 5.1 (No PHI or Prohibited Data) are not subject to the aggregate liability cap in the Agreement.

10. TERM; SUSPENSION; TERMINATION

10.1 This Addendum is effective for so long as Customer subscribes to at least one AI Solution. Caspio may suspend an AI Solution in accordance with the suspension provisions of the Agreement, and may additionally suspend an AI Solution immediately upon notice if Caspio reasonably believes Customer has provided prohibited data in breach of Section 5.1 or that continued operation would violate applicable law or the terms of a Third-Party AI Provider. Upon termination or expiration of an AI Solution subscription, Caspio will cease operating the applicable AI Solution and, upon written request received within thirty (30) days, make available a commercially reasonable export of Customer’s Outputs then in Caspio’s possession.

11. INCORPORATION AND EXECUTION

This Addendum takes effect, without separate signature, upon Customer’s execution of an Order Form that includes an AI Solution and references the Agreement, in which case this Addendum is incorporated into the Agreement as an attachment.