AI Addendum to the Master Services Agreement

This AI Addendum ("AI Addendum") is entered into between Numerix and the Customer and forms part of the Master Services Agreement between Numerix and the Customer (the "Agreement"). This AI Addendum applies in addition to, and does not replace, the Legal Terms and the applicable Order Form. Capitalized terms used but not defined here have the meaning given in the Legal Terms or the applicable Order Form.

This AI Addendum comprises three Parts:

Part 1 (Core AI Terms) applies to all Customers;
Part 2 (MCP Services) applies where the applicable Order Form identifies that the Customer has purchased access to one or more MCP Services; and
Part 3 (Permission-Based AI License) applies where the applicable Order Form grants the Customer a Permission-Based AI License. Part 3 (Permission-Based AI License) applies: (a) automatically, where the Customer has purchased access to an MCP Service under Part 2, solely to the extent necessary to use AI Output generated through that MCP Service within Customer AI Tools for the Customer's internal business purposes, unless the applicable Order Form expressly provides otherwise; and (b) where the applicable Order Form otherwise grants the Customer a Permission-Based AI License.

A Customer has no right to access or use any AI-enabled offering including any Numerix AI Service, MCP Service or Permission-Based AI License, under Part 2 or Part 3 unless and until the applicable Order Form so provides.

PART 1 - CORE AI TERMS

1. DEFINITIONS

1.1 In this AI Addendum, the following definitions apply:

"AI Output" means any content, data, analysis, recommendation, valuation, report, code or other output generated by or through an AI Tool or a Numerix AI Service, including where generated wholly or partly from Numerix Software, Documentation, Derived Market Data or other Numerix material.

"AI Tool" means any artificial intelligence, machine learning, large language model or other automated or self-learning system, tool or agent, whether provided by the Customer, a third party, or Numerix, and whether operating locally, via a cloud-hosted service, or through a third-party platform. AI Tools comprise Numerix AI Services and Customer AI Tools.

"Customer AI Tool" means any AI Tool that is selected, procured, configured, hosted or otherwise controlled by the Customer or a third party engaged by the Customer, rather than by Numerix.

"Customer-Controlled AI Infrastructure" means any MCP server, Customer AI Tool, agent framework, or other AI-related infrastructure or integration that is selected, procured, configured, hosted, or otherwise controlled by the Customer or a third party engaged by the Customer, rather than by Numerix.

"Customer Input" means any data, prompt, query, document, file or other content submitted by the Customer or an Authorized User for processing by a Numerix AI Service. Customer Input is deemed to be Customer Data under the Legal Terms.

"MCP Service" means an AI-enabled service made available by Numerix using a model context protocol server or equivalent controlled integration architecture, as identified in the applicable Order Form. An MCP Service is a Numerix AI Service, is selected, hosted and operated by Numerix, and is not Customer-Controlled AI Infrastructure.

"Numerix AI Service" means any AI Tool, AI-enabled feature, or MCP Service that is provided, hosted and operated by Numerix (or by a Third Party Provider on Numerix's behalf) and made available to the Customer under this AI Addendum and the applicable Order Form.

"Permitted AI Use" means use by an Authorized User of a Customer AI Tool to process, analyze, summarize or act upon:

(a) Documentation, AI Output or other Numerix materials expressly identified in the applicable Order Form and properly obtained through authorized access; and

(b) AI Output generated through an MCP Service purchased by the Customer,
in each case solely for the Customer's internal business purposes and only to the extent authorized pursuant to a Permission-Based AI License under Part 3 and the applicable Order Form, including where such Permission-Based AI License is granted automatically in connection with an MCP Service.
For the avoidance of doubt, Permitted AI Use does not permit:

(i) direct access by a Customer AI Tool to the Numerix Software or the Services except through an MCP Service expressly identified in the applicable Order Form;

(ii) any activity prohibited by Sections 3 or 6 of this AI Addendum; or

(iii) any use beyond the scope of the permissions expressly granted in the applicable Order Form.

"Third Party Provider" has the meaning given in the Legal Terms. Where a Third Party Provider provides AI technology underlying a Numerix AI Service, the provisions of this AI Addendum applicable to such technology shall apply in addition to the Third Party Agreements. Numerix will identify its current Third Party Providers whose technology underlies a Numerix AI Service in the applicable Order Form, as updated from time to time.

2. LICENSE TO USE AI TOOLS

2.1 Subject to the Customer's compliance with this AI Addendum and the Legal Terms, Numerix grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Numerix AI Services identified in the applicable Order Form during the relevant Order Form term, solely for the Customer's internal business purposes and in accordance with the Documentation.

2.2 Unless expressly authorized under this AI Addendum and the applicable Order Form, the Customer shall not, and shall procure that no Authorized User or third party shall, use any AI Tool (whether a Customer AI Tool or otherwise) in connection with the Numerix Software, the Services, the Documentation, or any AI Output. Authorized use requires access to a Numerix AI Service under Part 2, a Permission-Based AI License under Part 3, or both, as applicable.

2.3 An AI Tool is not an Authorized User and may not independently hold, exercise, receive or benefit from any license rights granted under this Agreement. Any use of an AI Tool in connection with the Numerix Software, the Services, the Documentation or any AI Output must be initiated, authorized and attributable to one or more specific named Authorized Users acting within the scope of their license rights. The Customer shall ensure that it can identify the Authorized User or Authorized Users on whose behalf any AI Tool is acting at all times. The Customer remains fully responsible and liable for all actions, omissions and outputs arising from the use of any AI Tool as though such actions, omissions and outputs had been undertaken directly by the relevant Authorized User(s).

2.4 Where a single AI Tool, agent or automated process is used to perform functions for, or make Numerix functionality or output available to, multiple individuals, Numerix may require the Customer to purchase additional Authorized User licenses or move to an appropriate license tier, in each case in accordance with the applicable Order Form.

3. NON-REPLICATION AND NON-SUBSTITUTION

3.1 Notwithstanding any other provision of the Agreement, no AI Tool shall be used, by the Customer, any Authorized User, or any third party acting on the Customer's behalf, to replicate, reconstruct, reverse-engineer, or otherwise operationalize the functionality, outputs, algorithms or methodologies of the Numerix Software (or other Numerix or third-party licensed software) so as to enable any person to perform substantially the same functions without a valid license from Numerix (or the applicable licensor).

3.2 Without limiting Section 3.1, the Customer shall not, and shall procure that no Authorized User or third party shall, use an AI Tool to:

(a) replace or materially substitute for functionality that is or could be licensed from Numerix;

(b) circumvent, reduce, or avoid any agreed license metric, including the Authorized User, license or seat count otherwise required for the activity;

(c) extract, derive, or reconstruct any Numerix algorithm, methodology, model, process or technique from the Numerix Software, the Services, the Documentation, or any AI Output;

(d) train, fine-tune, evaluate, or improve any AI Tool or model using Numerix Software, the Services, the Documentation, Derived Market Data, or AI Output; or

(e) enable a third party to perform any activity that would otherwise require a valid Numerix license.

3.3 Where the Customer holds a Permission-Based AI License under Part 3, using a Numerix AI Service or a Customer AI Tool to process, analyze, summarize or act upon Documentation or AI Output that an Authorized User has properly obtained through their own authorized access is not, of itself, prohibited by this Section 3, provided

(i) the use is within the scope of the applicable Permission-Based AI License;

(ii) it does not fall within Section 3.2; and

(iii) it otherwise complies with this AI Addendum, the Legal Terms, and the applicable Order Form. For the avoidance of doubt, this Section 3.3 does not apply in the absence of a Permission-Based AI License.

4. AI OUTPUTS: OWNERSHIP AND DISCLAIMERS

4.1 AI Output may not be unique and may be identical or similar to output generated for other customers. Its quality depends on the Customer Input, Documentation, or Numerix material from which it is generated.

4.2 AI Output is provided without human review by Numerix and on an "as is" basis, with no warranty as to accuracy, completeness, or fitness for purpose, except as expressly provided otherwise in the Agreement, consistent with Sections 18.1.2 and 18.1.4 of the Legal Terms. The Customer assumes all risk in using or relying on AI Output and is solely responsible for verifying it before relying on it, consistent with Section 18.1.1 of the Legal Terms.

4.3 The Customer shall not represent to any third party that any AI Output has been endorsed or verified by Numerix.

4.4 Section 15 of the Legal Terms governs ownership of Intellectual Property Rights arising in connection with the Services and this AI Addendum. As between Numerix and the Customer, nothing in this AI Addendum transfers ownership of Numerix Underlying IPR to the Customer. The Customer grants Numerix a non-exclusive, worldwide, royalty-free license to use and process Customer Input and AI Output solely to provide, maintain, and support the relevant Numerix AI Service.

5. USE OF CUSTOMER INPUT FOR TRAINING

5.1 Numerix will not use Customer Input to train or retrain a Numerix AI Service or any AI Tool, save that Numerix may use anonymized, aggregated, statistical data reduced to mathematical constructs to improve the Services generally, consistent with Section 9.3 of the Legal Terms and Numerix's confidentiality and data protection obligations under Sections 17 and 11 of the Legal Terms.

5.2 Nothing in this AI Addendum permits Numerix to use Customer Input to train or enhance any Third Party Provider technology, for Numerix's own benefit or that of any other customer.

6. RESTRICTIONS ON USE

6.1 In addition to Section 3 and Section 4 of the Legal Terms (License Terms), the Customer shall not, and shall procure that no Authorized User or third party acting on its behalf shall, use any AI Tool or Numerix AI Service to:

(a) deploy, operate or use it for any purpose that constitutes a prohibited AI practice or a high-risk AI system (as defined in the EU AI Act, Regulation (EU) 2024/1689), unless the Customer has satisfied itself that it complies with all applicable legal and regulatory requirements relating to such use;

(b) exceed or circumvent usage limitations set out in the applicable Order Form, or otherwise notified by Numerix;

(c) attempt to discover, extract, or exfiltrate the underlying model weights, parameters, training data, or proprietary algorithms of any AI Tool, Numerix AI Service, or MCP Service, or reproduce such training data;

(d) use any automated or programmatic method, including scraping or bulk extraction, to extract data from a Numerix AI Service or AI Output other than through its ordinary querying functionality.

6.2 Without limiting Section 3, the Customer shall not use a Numerix AI Service, a Customer AI Tool, or any AI Output, for the purpose of training an AI model or service, or developing a substantially similar one, for itself or any third party.

6.3 The Customer shall not use any Numerix AI Service or Customer AI Tool to infringe any third party's rights or any Applicable Law.

7. THIRD PARTY PROVIDERS

7.1 Numerix may use Third Party Providers to provide Numerix AI Services. As between the parties, Numerix remains responsible for its Third Party Providers' acts and omissions in providing the Services, save that Numerix has no access to, and gives no warranty regarding, any Third Party Provider's underlying training data, model parameters, or algorithms, and has no control over the model's performance or availability, such that service level commitments elsewhere in the Agreement do not apply to failures caused by a Third Party Provider's technology. Numerix does not warrant that any Numerix AI Service provided through a Third Party Provider will be uninterrupted, error-free, or fit for the Customer's purposes, and may update, replace or discontinue a Third Party Provider from time to time (including where that provider or Applicable Law requires it), giving the Customer reasonable notice of any material change.

7.2 Where a Numerix AI Service incorporates Third Party Provider technology, additional terms applicable to such technology (including the provider's terms of use and acceptable use policy) will be identified in the applicable Order Form. The Customer shall, and shall procure that its Authorized Users, comply with such terms.

8. CUSTOMER-CONTROLLED AI INFRASTRUCTURE

8.1 This Section 8 applies to any Customer-Controlled AI Infrastructure that connects to or interacts with the Numerix Software, the Services, the Documentation, or any AI Output, including under Part 3.

8.2 The Customer is solely responsible for selecting, procuring, configuring, securing, hosting, operating, and maintaining all Customer-Controlled AI Infrastructure, including its availability, security, and performance.

8.3 Numerix has no visibility into, control over, or responsibility for any Customer-Controlled AI Infrastructure. To the fullest extent permitted by Applicable Law, Numerix gives no warranty in respect of it, has no liability for any loss, Security Event, Vulnerability, data loss, or other harm arising from it (save to the extent directly caused by Numerix's own breach of this AI Addendum or the Legal Terms), and has no obligation to support or maintain it; service level commitments elsewhere in the Agreement do not apply to failures it causes.

8.4 The Customer shall ensure that any Customer-Controlled AI Infrastructure connecting to or interacting with the Numerix Software, the Services, the Documentation, or any AI Output complies with this AI Addendum and the Legal Terms, including Sections 4.2.3 and 4.2.4 of the Legal Terms (securing Customer Equipment and complying with Numerix's access and security policies), which apply to it as if it were Customer Equipment.

8.5 Unauthorized access to, or compromise or malfunction of, the Numerix Software, the Services, or Customer Data arising from or attributable to Customer-Controlled AI Infrastructure is treated as caused by the Customer for the purposes of Section 4.2.8 of the Legal Terms (Security Event notification). The Customer shall promptly notify Numerix of any such event and shall take all reasonable steps necessary to mitigate its effects and prevent its recurrence. Nothing in this Section limits any rights or remedies available to Numerix under the Agreement, including its audit, suspension, termination and indemnification rights.

8.6 This Section 8 is in addition to, and does not limit, Section 3 and Section 6, each of which applies in full to any use of Customer-Controlled AI Infrastructure.

9. NOTIFICATION, RECORD-KEEPING, VERIFICATION, SUSPENSION AND TERMINATION

9.1 On Numerix's written request, the Customer shall describe any AI Tool or Customer-Controlled AI Infrastructure it or its Authorized Users use or intend to use with the Numerix Software, the Services, or the Documentation, including its identity, provider, and intended use.

9.2 The audit rights in Section 6 of the Legal Terms extend to verifying compliance with this AI Addendum, and the Customer shall cooperate with any reasonable Numerix request for information or access where Numerix suspects an AI Tool or Customer-Controlled AI Infrastructure is being used in breach of this AI Addendum.

9.3 If Numerix reasonably believes any use of an AI Tool, Customer-Controlled AI Infrastructure, or AI Output breaches Section 3 or Section 6, Numerix may suspend the relevant access on written notice pending resolution.

9.4 A material or repeated breach of Section 3 or Section 6 is treated as a breach of Section 15 of the Legal Terms for the purposes of Section 19.6 of the Legal Terms (Numerix's right to terminate immediately for breaches of Sections 5.5 to 5.9, 15 or 17 of the Legal Terms that are not commercially reasonably capable of cure).

9.5 This AI Addendum may be updated by Numerix in accordance with the modification provisions of the Legal Terms.

10. RELATIONSHIP WITH THE AGREEMENT

10.1 This AI Addendum forms part of the Agreement. It may be incorporated by reference in the applicable Order Form or executed as a standalone addendum to the Legal Terms. Subject to Section 22.16 of the Legal Terms (order of precedence), if this AI Addendum conflicts with the Legal Terms, this AI Addendum prevails solely as to the use of AI Tools and Numerix AI Services; the Legal Terms otherwise continue to apply, including Section 4 (License Terms), Section 15 (Intellectual Property Rights) and Section 17 (Confidentiality), none of which is limited or reduced by this AI Addendum.

10.2 Where a Numerix AI Service is designated in the Order Form as an add-on to an underlying Numerix subscription or module, access to that Numerix AI Service shall terminate automatically on the earlier of

(i) the expiry or termination of the Order Form for that Numerix AI Service, and

(ii) the expiry or termination of the underlying subscription or module to which it relates.

10.3 To the extent that a Third Party Provider increases the charges it levies on Numerix in connection with a Numerix AI Service, Section 12.4 of the Legal Terms shall apply and Numerix may pass on such increases to the Customer by adjusting the applicable Fees on reasonable written notice.

10.4 This AI Addendum sets out no fees; all fees for any Numerix AI Service, MCP Service, Permission-Based AI License or other AI-enabled offering will be set out in the applicable Order Form or Change Order.

10.5 This AI Addendum terminates automatically on expiry or termination of the Agreement. Sections 22.18 (Governing Law) and 22.19 (Jurisdiction) of the Legal Terms apply to this AI Addendum without modification.

PART 2 - MCP SERVICES

1.1 Permission-Based AI License for MCP Output.

Unless the applicable Order Form expressly provides otherwise, purchase of an MCP Service includes the limited Permission-Based AI License described in Part 3 solely for Permitted AI Use of AI Output generated through that MCP Service within the Customer-Controlled AI Infrastructure for the Customer's internal business purposes. It does not permit use of Documentation or other Numerix materials beyond those properly obtained under the Customer's existing licenses or any direct access to other Numerix Software or Services.

1. This Part 2 applies where the applicable Order Form identifies that the Customer has purchased access to one or more MCP Services. The specific MCP Services, their scope, and any associated terms will be as set out in the applicable Order Form.

2. Workspace Environment. Where the Order Form identifies access to a workspace environment provisioned by Numerix for the Customer to test and evaluate AI Tools with Numerix Software (the "Workspace Environment"):

(a) the Workspace Environment is provided on an "as is", "as available" basis and any beta, preview, experimental or early-access AI functionality made available through the Workspace Environment is provided for evaluation, testing, pilot and beta purposes only;

(b) any beta, preview, experimental or early-access AI functionality made available through the Workspace Environment is not intended for use in a live or production environment and the Customer shall not use such functionality for any live trading, valuation, risk management, or other production purpose unless expressly authorized by Numerix in the applicable Order Form;

(c) Numerix excludes all warranties (whether express or implied) in respect of such beta, preview, experimental or early-access AI functionality, including as to availability, performance, accuracy, and fitness for purpose, to the fullest extent permitted by Applicable Law;

(d) Numerix has no obligation to provide Support Services in relation to any beta, preview, experimental or early-access AI functionality made available through the Workspace Environment unless expressly stated in the Order Form;

(e) the Workspace Environment remains subject to Section 3 and Section 6 of Part 1 notwithstanding its testing purpose;

(f) Numerix shall maintain reasonable technical and organizational measures to prevent data, code, or AI Output being shared across tenants without the Customer's consent; and

(g) nothing in this paragraph 2 permits developing, testing, or operationalizing any product or service falling within Section 3 or Section 6 of Part 1, notwithstanding the dedicated environment.

3. Common terms. Unless stated otherwise, for each MCP Service:

(a) it is provided on a right to use basis for the Order Form term;

(b) Numerix may suspend or terminate access under Section 9.3 of Part 1, or on expiry or termination of the Order Form;

(d) the Customer shall not, and shall procure that no Authorized User or third party shall, (i) use the MCP Service or its AI Output to build, train, or populate a product, database, or service that replicates or substitutes for it or the underlying Numerix Software, Documentation, or data; (ii) extract or systematically download its underlying data or Documentation other than through its ordinary querying functionality; or (iii) use its API documentation, Documentation, or related materials to construct, via an AI Tool or otherwise, a product performing substantially the same function.

4. The Customer acknowledges that it may be technically possible to use publicly available or Customer-obtained materials (including Documentation) with a general-purpose AI Tool to produce similar output to an MCP Service. Section 3 of Part 1 applies to any such use regardless of its technical feasibility.

5. Numerix may, in the Order Form, condition access to an MCP Service on the Customer maintaining a minimum Authorized User count or subscription tier, and may suspend that access if the Customer falls below it, until restored or revised terms are agreed.

6. Each MCP Service is selected, hosted, and operated by Numerix and is not Customer-Controlled AI Infrastructure under Section 8 of Part 1.

PART 3 - PERMISSION-BASED AI LICENSE

1. Applicability. This Part 3 applies:

(a) automatically where the Customer has purchased access to an MCP Service under Part 2, solely to the extent necessary to use AI Output generated through that MCP Service within Customer-Controlled AI Infrastructure for the Customer's internal business purposes, unless the applicable Order Form expressly provides otherwise; and

(b) where the applicable Order Form otherwise grants the Customer a permission-based AI license (a "Permission-Based AI License").

2. Permitted use. Subject to the Customer's compliance with this AI Addendum, the Legal Terms and the applicable Order Form, a Permission-Based AI License permits Authorized Users to make Permitted AI Use of Customer AI Tools. The Permission-Based AI License is limited to the Documentation, AI Output and other Numerix materials for which the Customer has been granted Permission-Based AI Rights, and is subject to the Authorized Users, permitted use cases and any other limitations or parameters identified in the applicable Order Form. For the avoidance of doubt, a Permission-Based AI License does not itself grant access to any MCP Service or other Numerix AI Service, which must be separately authorized under the applicable Order Form.

3. Access boundaries. A Permission-Based AI License does not permit direct access by a Customer AI Tool to the Numerix Software, Services or any MCP Service, except where such access is expressly authorized in the applicable Order Form. It covers only Documentation, AI Output and other materials properly obtained by an Authorized User through authorized access to the Numerix Software, Services or an MCP Service. Where the Customer has purchased an MCP Service, the Permission-Based AI License may be used, subject to this AI Addendum and the applicable Order Form, to make Permitted AI Use of AI Output generated through that MCP Service.

4. Restrictions. A Permission-Based AI License does not permit the Customer, any Authorized User or any third party to:

(a) provide Numerix Software, Services, Documentation, AI Output or other Numerix material to any third party except to the extent strictly necessary for Permitted AI Use through a Customer AI Tool and subject to the confidentiality, security and use restrictions in the Agreement, this AI Addendum and the applicable Order Form;

(b) create Derivative Works of, replicate, create, train, develop or operate any product, service, model, database, workflow or capability that replicates, replaces, materially substitutes for, or competes with, the Numerix Software or the Services;

(d) avoid or reduce any applicable license metric; or

(e) use Numerix materials beyond the permissions expressly granted in the applicable Order Form.
Sections 3 and 6 of Part 1 apply in full.

5. Customer-controlled environment. Where a Customer AI Tool or related infrastructure is Customer-Controlled AI Infrastructure, Section 8 of Part 1 applies in full. The Customer is solely responsible for selecting, procuring, configuring, securing, hosting, operating and maintaining that infrastructure, including its availability, security and performance, and Numerix has no responsibility or liability for any issue arising from, or attributable to, it or any third-party integration outside Numerix's control.

6. Customer responsibility. Numerix does not operate, control or have visibility over Customer AI Tools. The Customer is solely responsible for ensuring that its Customer AI Tools, Authorized Users and permitted workflows comply with this AI Addendum, the Legal Terms, the Documentation and the applicable Order Form.

7. A Permission-Based AI License, whether granted as a standalone entitlement or in connection with an MCP Service, does not itself grant access to any MCP Service under Part 2. Access to an MCP Service must be expressly authorized in the applicable Order Form and granted for the Order Form term.

AI ADDENDUM TO THE MASTER SERVICES AGREEMENT