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Copilot Agreement

CONDUCTORONE COPILOT ADDENDUM

This ConductorOne Copilot Addendum ("Addendum") is entered into by and between ConductorOne, Inc. ("ConductorOne") and the customer entering into this Agreement ("Customer"). This Addendum is incorporated into and forms part of that certain Master Subscription Agreement (the “Agreement”) by and between the parties. You represent and warrant that you are authorized to agree to this Addendum on behalf of your organization. All capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. If there is a conflict between this Addendum and the Agreement, this Addendum shall govern.

1. Copilot. As part of Customer’s access to and use of the Services, Customer has elected to also access and use ConductorOne Copilot capabilities (the “Copilot”), which is incorporated into the definition of “Services” in the Agreement. For clarity, all terms of the Agreement shall also apply to Customer’s access to and use of the Copilot in the same manner as Customer’s access to and use of all other parts of the Services.

2. Additional Terms for the Copilot. In addition to the terms of the Agreement, the following terms shall apply to Customer’s access to and use of the Copilot:

2.1 Inputs and Outputs. The Copilot permits Customer to provide prompts, scripts, queries or other input (collectively, “Inputs”) to the Copilot in order to receive outputs generated and returned by the Copilot based on such Inputs ("Outputs"). Customer agrees not to state or suggest that Outputs were human-generated when they are not or generate any Outputs for an illegal purpose. As between the parties, and to the extent permitted by applicable laws, rules and regulations, Customer owns all Inputs and Outputs and Inputs and Outputs are incorporated into the definition of “Confidential Information” in the Agreement. Customer is responsible for all Inputs and Outputs, including for ensuring that they do not violate this Agreement or any applicable laws, rules or regulations.

2.2 Limitations on AI-Generated Outputs. Customer acknowledges and agrees that, in addition to the limitations and restrictions set forth in the Agreement, there are numerous limitations that apply with respect to artificial intelligence (“AI”)-generated Outputs due to the fact that they are automatically generated, including without limitation that (a) Outputs may contain errors or misleading information; (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (c) AI systems can struggle with understanding the nuances of language, including slang, idioms and cultural references, which can result in Outputs that are out of context or do not make sense; (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Outputs that lack the empathy and emotion that humans are able to convey; (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive; (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making; (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Outputs; and (h) AI-generated Outputs can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

2.3 Customer Responsibilities. Customer is solely responsible for displaying and/or obtaining appropriate consents, warnings, disclaimers, and acknowledgements to end users of Customer’s implementation of the Copilot.

2.4 Azure OpenAI Service. Customer acknowledges that the Copilot utilizes the Azure OpenAI Service offered by Microsoft Corporation ("Microsoft") subject to certain terms, and Customer agrees to comply with the following terms.

2.4.1.1 Customer may not use the Copilot:

2.4.1.1 in a way prohibited by law, regulation, governmental order or decree;

2.4.1.2 to violate the rights of others;

2.4.1.3 to try to gain unauthorized access to or disrupt any service, device, data, account or network;

2.4.1.4 to spam or distribute malware;

2.4.1.5 to mine cryptocurrency without ConductorOne's prior written approval;

2.4.1.6 in a way that could harm the Copilot or Azure OpenAI Service or that could impair anyone else's use of it;

2.4.1.7 in any application or situation where failure of the Copilot or Azure OpenAI Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage, except in accordance with the High-Risk Use paragraph below;

2.4.1.8 in a manner prohibited by Microsoft's Code of Conduct for the Azure OpenAI Service available at https://learn.microsoft.com/en-us/legal/cognitive-services/openai/code-of-conduct; or

2.4.1.9 to assist or encourage anyone to do any of the above.

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