AI ADDENDUM TO THE SOFTWARE LICENSE [AND SERVICES] AGREEMENT

This AI Addendum ("AI Addendum") is entered into between Numerix and the Licensee and forms part of the Software License and Services Agreement between Numerix and the Licensee (the "Agreement" or "SLA"). This AI Addendum applies in addition to, and does not replace, the SLA or the applicable Product Schedule. Capitalized terms used but not defined in this AI Addendum have the meaning given in the SLA or the applicable Product Schedule.  All references to ‘Product Schedule’ in this AI Addendum shall include “Service Schedule”,  or other ordering document that expressly incorporates this AI Addendum.

This AI Addendum comprises three Parts:

1. Part 1 (Core AI Terms) applies to all Licensees;
2. Part 2 (MCP Services) applies where the applicable Product Schedule identifies that the Licensee has purchased access to one or more MCP Services; and
3. Part 3 (Permission-Based AI License) applies where the applicable Product Schedule grants the Licensee a Permission-Based AI License. Part 3 (Permission-Based AI License) applies: (a) automatically, where the Licensee 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 Licensee-Controlled AI Infrastructure for the Licensee's internal business purposes, unless the applicable Product Schedule expressly provides otherwise; and (b) where the applicable Product Schedule otherwise grants the Licensee a Permission-Based AI License.

A Licensee 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 Product Schedule 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 Modules, Documentation,  data derived from use of the Numerix Modules, 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 Licensee, a third party or Numerix, and whether operating locally, in the Licensee environment, via a cloud-hosted service or through a third-party platform. AI Tools comprise Numerix AI Services and Licensee AI Tools.

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

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

"Licensee Input" means any data, prompt, query, document, file or other content submitted by the Licensee or a User for processing by a Numerix AI Service. Licensee Input will be treated as the Licensee’s Confidential Information under Section 10 of the SLA.

"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 Product Schedule. An MCP Service is a Numerix AI Service, is selected, hosted and operated by Numerix, and is not Licensee-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 Licensee under this AI Addendum and the applicable Product Schedule.

“Permission-Based AI License” means a permission-based AI license which is limited to the Documentation, AI Output and other Numerix Materials or Numerix Modules that the Licensee is expressly permitted to use under that permission-based AI license.

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

(a) Documentation, AI Output or other Numerix Materials or Numerix Modules expressly identified in the applicable Product Schedule and properly obtained through authorized access; and

(b) AI Output generated through an MCP Service purchased by the Licensee,
in each case solely for the Licensee's internal business purposes and only to the extent authorized pursuant to a Permission-Based AI License under Part 3 and the applicable Product Schedule, 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 Licensee AI Tool to the Numerix Modules or any Hosted Service except through an MCP Service expressly identified in the applicable Product Schedule;

(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 Product Schedule.

"Third Party Provider" means a third party engaged by Numerix to provide technology, infrastructure or services underlying or supporting a Numerix AI Service. Where a Third Party Provider provides AI technology underlying a Numerix AI Service, the provisions of this AI Addendum applicable to that technology apply in addition to any mandatory third-party terms identified in the applicable Product Schedule. Numerix will identify its current Third Party Providers whose technology underlies a Numerix AI Service in the applicable Product Schedule, as updated from time to time in accordance with this AI Addendum.

 

2. LICENSE TO USE AI TOOLS

2.1 Subject to the Licensee’s compliance with this AI Addendum and the SLA, Numerix grants the Licensee a non-exclusive, non-transferable and non-sublicensable right to access and use the Numerix AI Services identified in the applicable Product Schedule during the relevant license term, solely for the Licensee’s internal business purposes, within the Territory and Field of Use, and in accordance with the Documentation.

2.2 Unless expressly authorized under this AI Addendum and the applicable Product Schedule, the Licensee shall not, and shall procure that no User or third party shall, use any AI Tool (whether a Licensee AI Tool or otherwise) in connection with the Numerix Modules, any Hosted Service, Support, 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 a User and may not independently hold, exercise, receive or benefit from any license rights granted under the Agreement. Any use of an AI Tool in connection with the Numerix Modules, any Hosted Service, Support, the Documentation or any AI Output must be initiated, authorized and attributable to one or more specific Users acting within the scope of their license rights. The Licensee shall ensure that it can identify the User or Users on whose behalf any AI Tool is acting at all times. The Licensee remains fully responsible and liable for all actions, omissions and outputs arising from use of any AI Tool as though undertaken directly by the relevant User or Users.

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 Licensee to purchase additional User licenses or move to an appropriate license tier, in each case in accordance with the applicable Product Schedule.

 

3. NON-REPLICATION AND NON-SUBSTITUTION

3.1 Notwithstanding any other provision of the Agreement, no AI Tool shall be used, by the Licensee, any User, or any third party acting on the Licensee's behalf, to replicate, reconstruct, reverse-engineer, or otherwise operationalize the functionality, outputs, algorithms or methodologies of the Numerix Modules (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 Licensee shall not, and shall procure that no 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 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 Modules, any Hosted Service, the Documentation or any AI Output;

(d) train, fine-tune, evaluate or improve any AI Tool or model using the Numerix Modules, any Hosted Service, the Documentation, data derived from use of the Numerix Modules 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 Licensee holds a Permission-Based AI License under Part 3, using a Numerix AI Service or a Licensee AI Tool to process, analyze, summarize or act upon Documentation or AI Output that a 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 SLA, and the applicable Product Schedule. 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 Licensee 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. Without limiting Section 6(a) and 6(f) of the SLA, the Licensee assumes all risk in using or relying on AI Output and is solely responsible for verifying AI Output before relying on it.

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

4.4 Section 9 of the SLA governs ownership of Intellectual Property Rights arising in connection with the Numerix Modules, any Hosted Service, Support and this AI Addendum. As between Numerix and the Licensee, nothing in this AI Addendum transfers ownership of the Numerix Modules, Documentation, Numerix Materials or Numerix Modules or other Numerix intellectual property to the Licensee. The Licensee grants Numerix a non-exclusive, worldwide and royalty-free license to use and process Licensee Input and AI Output solely to provide, maintain and support the relevant Numerix AI Service.

 

5. USE OF LICENSEE INPUT FOR TRAINING

5.1 Numerix will not use Licensee Input to train or retrain a Numerix AI Service or any AI Tool. Numerix may use anonymized and aggregated statistical data reduced to mathematical constructs to improve the Numerix Modules, Hosted Services and Support generally, provided that such data does not identify the Licensee or any individual and is used in accordance with Section 10 of the SLA and applicable data protection law.

5.2 Nothing in this AI Addendum permits Numerix to use Licensee 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 2(b) of the SLA (Restrictions), the Licensee shall not, and shall procure that no 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 Licensee 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 Product Schedule, 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 Licensee shall not use a Numerix AI Service, a Licensee 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 Licensee shall not use any Numerix AI Service or Licensee 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 a Numerix AI Service to the extent provided under the Agreement, but 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. Accordingly, any Support, availability or service level commitment under the Agreement does not apply to a failure caused by Third Party Provider technology outside Numerix’s reasonable control. Numerix does not warrant that any Numerix AI Service provided through a Third Party Provider will be uninterrupted, error-free or fit for the Licensee’s purposes, and may update, replace or discontinue a Third Party Provider from time to time, including where required by that provider or applicable law, giving the Licensee reasonable notice of any material change where commercially practicable.

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 Product Schedule. The Licensee shall, and shall procure that its Users, comply with such terms.

 

8. LICENSEE-CONTROLLED AI INFRASTRUCTURE

8.1 This Section 8 applies to any Licensee-Controlled AI Infrastructure that connects to or interacts with the Numerix Modules, any Hosted Service, Support, the Documentation or any AI Output, including under Part 3.

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

8.3 Numerix has no visibility into, control over or responsibility for Licensee-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 incident, vulnerability, data loss or other harm arising from it, save to the extent directly caused by Numerix’s breach of this AI Addendum or the SLA, and has no obligation to support or maintain it. Any Support, availability or service level commitment under the Agreement does not apply to any failure caused by Licensee-Controlled AI Infrastructure.

8.4 The Licensee shall ensure that any Licensee-Controlled AI Infrastructure connecting to or interacting with the Numerix Modules, any Hosted Service, Support, the Documentation or any AI Output is securely configured, operated and maintained and complies with this AI Addendum, the SLA, the Documentation and any Numerix access, security or acceptable-use requirements notified to the Licensee.

8.5 The Licensee is responsible for any unauthorized access to, or compromise or malfunction of, the Numerix Modules, any Hosted Service or Licensee Input arising from or attributable to Licensee-Controlled AI Infrastructure. The Licensee shall be solely responsible for any unauthorised access to, or compromise or malfunction of, the Numerix Modules, any Hosted Service or Licensee Input arising from or attributable to Licensee-Controlled AI Infrastructure. The Licensee 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.

 

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

9.1 On Numerix's written request, the Licensee shall describe any AI Tool or Licensee-Controlled AI Infrastructure it or its Users use or intend to use with the Numerix Modules, Documentation, Derived Market Data, data derived from use of the Numerix Modules, or other Numerix Materials. or the Documentation, including its identity, provider, and intended use.

9.2 The inspection and audit rights in Section 14 of the SLA extend to verifying compliance with this AI Addendum, and the Licensee shall cooperate with any reasonable Numerix request for information or access where Numerix reasonably suspects that an AI Tool or Licensee-Controlled AI Infrastructure is being used in breach of this AI Addendum.

9.3 If Numerix reasonably believes any use of an AI Tool, Licensee-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 will be treated as a breach of Section 2(b) of the SLA for the purposes of Section 12(b)(ii)(A) of the SLA, including Numerix’s right to terminate the Agreement immediately on written notice.

9.5 This AI Addendum may be amended only in accordance with Section 17(f)(i) of the SLA, except that Numerix may update mandatory Third Party Provider usage restrictions in accordance with Section 7.2 of this AI Addendum.

 

10. RELATIONSHIP WITH THE AGREEMENT

10.1 This AI Addendum forms part of the Agreement. It may be incorporated by reference in the applicable Product Schedule or executed as a standalone addendum to the SLA. If this AI Addendum conflicts with the SLA, this AI Addendum prevails solely in relation to use of AI Tools and Numerix AI Services. If this AI Addendum conflicts with the applicable Product Schedule, the applicable Product Schedule prevails, to the extent that it expressly identifies the provision of this AI Addendum that it is intended to override. The SLA otherwise continues to apply, including Section 2 (License Grant), Section 8 (Limitation of Liability), Section 9 (Ownership), Section 10 (Confidential Information), Section 12 (Term and Termination), Section 14 (Inspection) and Section 16 (Licensee’s Indemnity), none of which is limited or reduced by this AI Addendum except as expressly stated.

10.2 Where a Numerix AI Service is designated in the applicable Product Schedule as an add-on to an underlying Numerix Module or license, access to that Numerix AI Service terminates automatically on the earlier of:

(i) expiry or termination of the license term for that Numerix AI Service; and

(ii) expiry or termination of the underlying Numerix Module license to which it relates.

10.3 Any Fees, usage-based charges, overage charges or price adjustments relating to a Numerix AI Service or a Third Party Provider will be set out in the applicable Product Schedule or otherwise agreed in writing in accordance with the SLA.

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 Product Schedule or a written amendment to it.

10.5 This AI Addendum terminates automatically on expiry or termination of the Agreement, except for provisions that by their nature are intended to survive. Section 17(h) of the SLA (Governing Law) applies to this AI Addendum without modification.

 

PART 2 - MCP SERVICES

 

1.Permission-Based AI License for MCP Output. 
Unless the applicable Product Schedule 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 Licensee-Controlled AI Infrastructure for the Licensee's internal business purposes. It does not permit use of Documentation or other Numerix Materials or Numerix Modules beyond those properly obtained under the Licensee's existing licenses or any direct access to other Numerix Modules or any Hosted Service.

2. Applicability. This Part 2 applies where the applicable Product Schedule identifies that the Licensee 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 Product Schedule.

3. Workspace Environment. Where the Product Schedule identifies access to a workspace environment provisioned by Numerix for the Licensee to test and evaluate AI Tools with Numerix Modules (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 Licensee shall not use such functionality for any live trading, valuation, risk management, or other production purpose unless expressly authorized by Numerix in the applicable Product Schedule;

(c) Numerix excludes all warranties (whether express or implied) in respect of 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 in relation to any beta, preview, experimental or early-access AI functionality made available through the Workspace Environment unless expressly stated in the Product Schedule;

(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 Licensee's consent; and

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

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

(a) it is provided on a right to use basis for the license term set out in the applicable Product Schedule;

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

(c) Section 7 of Part 1 applies in full where the MCP Service incorporates Third Party Provider technology; and

(d) the Licensee shall not, and shall procure that no 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 Modules, 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 or Numerix Modules to construct, via an AI Tool or otherwise, a product performing substantially the same function.

5. The Licensee acknowledges that it may be technically possible to use publicly available or Licensee-obtained Materials or Numerix Modules (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.

6. Numerix may, in the Product Schedule, condition access to an MCP Service on the Licensee maintaining a minimum User count or subscription tier, and may suspend that access if the Licensee falls below it, until restored or revised terms are agreed.

7. Each MCP Service is selected, hosted, and operated by Numerix and is not Licensee-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 Licensee 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 Licensee-Controlled AI Infrastructure for the Licensee's internal business purposes, unless the applicable Product Schedule expressly provides otherwise; and

(b) where the applicable Product Schedule otherwise grants the Licensee a permission-based AI license (a "Permission-Based AI License").

2. Permitted use. Subject to the Licensee's compliance with this AI Addendum, the SLA and the applicable Product Schedule, a Permission-Based AI License permits Users to make Permitted AI Use of Licensee AI Tools. The Permission-Based AI License is limited to the Documentation, AI Output and other Numerix Materials for which the Licensee has been granted Permission-Based AI Rights, and is subject to the Users, permitted use cases and any other limitations or parameters identified in the applicable Product Schedule.  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 Product Schedule.

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

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

(a) provide Numerix Modules, any Hosted Service, Documentation, AI Output or other Numerix material to any third party, except to the extent strictly necessary for Permitted AI Use through a Licensee AI Tool and subject to the confidentiality, security and use restrictions in the Agreement, this AI Addendum and the applicable Product Schedule;

(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 Modules or any Hosted Service;

(c) extract, derive, reconstruct or operationalize any Numerix algorithm, methodology, model, process or technique;

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

(e) use Numerix Materials or Numerix Modules beyond the permissions expressly granted in the applicable Product Schedule.
Sections 3 and 6 of Part 1 apply in full.

5. Licensee-controlled environment. Where a Licensee AI Tool or related infrastructure is Licensee-Controlled AI Infrastructure, Section 8 of Part 1 applies in full. The Licensee 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. Licensee responsibility. Numerix does not operate, control or have visibility over Licensee AI Tools. The Licensee is solely responsible for ensuring that its Licensee AI Tools, Users and permitted workflows comply with this AI Addendum, the SLA, the Documentation and the applicable Product Schedule.

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 Product Schedule and granted for the license term set out in the applicable Product Schedule.