AI Addendum to the Subscription Services Agreement

This AI Addendum ("AI Addendum") is entered into between Numerix and the Customer and forms part of the Subscription Services Agreement between Numerix and the Customer (the "Agreement"). This AI Addendum applies in addition to, and does not replace, the Agreement or the applicable Service Schedule. Capitalized terms used but not defined in this AI Addendum have the meaning given in the Agreement or the applicable Service Schedule.

This AI Addendum comprises three Parts:

Part 1 (Core AI Terms) applies to all Customers;
Part 2 (MCP Services) applies where the applicable Service Schedule identifies that the Customer has purchased access to one or more MCP Services; and
Part 3 (Permission-Based AI License) applies where the applicable Service Schedule 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-Controlled AI Infrastructure for the Customer's internal business purposes, unless the applicable Service Schedule expressly provides otherwise; and (b) where the applicable Service Schedule 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 Service 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: Subscription Services, Documentation, data derived from use of the Subscription Services, 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, in the Customer environment, 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 Customer or a User for processing by a Numerix AI Service. Customer Input is Customer Data under the Agreement.

"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 Service Schedule. 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 Supplier on Numerix's behalf) and made available to the Customer under this AI Addendum and the applicable Service Schedule.

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

"Permitted AI Use" means use by a 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 Service Schedule 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 Service 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 Customer AI Tool to the Subscription Services except through an MCP Service expressly identified in the applicable Service 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 Service Schedule.

"Third Party Supplier" means a third party engaged by Numerix to provide technology, infrastructure or services underlying or supporting a Numerix AI Service. Where a Third Party Supplier 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 Service Schedule. Numerix will identify its current Third Party Suppliers whose technology underlies a Numerix AI Service in the applicable Service Schedule, as updated from time to time in accordance with this AI Addendum.

2. LICENSE TO USE AI TOOLS

2.1 Subject to Customer’s compliance with this AI Addendum and the Agreement, Numerix grants Customer a non-exclusive, non-transferable and non-sublicensable right for its Users to access and use the Numerix AI Services identified in the applicable Service Schedule during the relevant Subscription Term, solely for Customer’s internal business purposes and in accordance with the Documentation and any restrictions in the applicable Service Schedule.

2.2 Unless expressly authorized under this AI Addendum and the applicable Service Schedule, the Customer shall not, and shall procure that no User or third party shall, use any AI Tool (whether a Customer AI Tool or otherwise) in connection with the Subscription Services, 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 Subscription Services, 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 Customer shall ensure that it can identify the User or 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 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 Customer to purchase additional User licenses or move to an appropriate license tier, in each case in accordance with the applicable Service Schedule.

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 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 Subscription Services (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 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 Subscription Services, the Documentation or any AI Output;

(d) train, fine-tune, evaluate or improve any AI Tool or model using the Subscription Services, the Documentation, data derived from use of the Subscription Services 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 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 Agreement, and the applicable Service 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 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 Section 5 of the Agreement, Customer 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 Customer shall not represent to any third party that any AI Output has been endorsed or verified by Numerix.

4.4 Section 6 of the Agreement governs ownership of Intellectual Property Rights arising in connection with the Subscription Services, Numerix Materials and this AI Addendum. As between Numerix and Customer, nothing in this AI Addendum transfers ownership of the Subscription Services, Software, Documentation, Numerix Materials or other Numerix intellectual property to Customer. Customer grants Numerix a non-exclusive, worldwide and 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 except where Customer has expressly agreed otherwise in the applicable Service Schedule or a written amendment. Numerix may use anonymized and aggregated statistical data reduced to mathematical constructs to improve the Subscription Services generally, provided that such data does not identify Customer or any individual and is used in accordance with Section 13 of the Agreement.

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

6. RESTRICTIONS ON USE

6.1 In addition to Section 2.2 of the Agreement (Scope of Use), the Customer 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 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 Service 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 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 Suppliers to provide Numerix AI Services. As between the parties, Numerix remains responsible for its Third Party Suppliers’ 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 Supplier’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 Supplier technology outside Numerix’s reasonable control. Numerix does not warrant that any Numerix AI Service provided through a Third Party Supplier will be uninterrupted, error-free or fit for the Customer’s purposes, and may update, replace or discontinue a Third Party Supplier from time to time, including where required by that provider or applicable law, giving the Customer reasonable notice of any material change where commercially practicable.

7.2 Where a Numerix AI Service incorporates Third Party Supplier technology, additional terms applicable to such technology (including the provider's terms of use and acceptable use policy) will be identified in the applicable Service Schedule. The Customer shall, and shall procure that its 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 Subscription Services, Support, 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 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 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 Agreement, 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 Customer-Controlled AI Infrastructure.

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

8.5 Customer shall be solely responsible for any unauthorized access to, or compromise or malfunction of, the Subscription Services or Customer Data arising from or attributable to Customer-Controlled AI Infrastructure. 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 termination and indemnification rights.

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

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

9.2 On Numerix’s reasonable written request, Customer shall provide information reasonably necessary to verify compliance with this AI Addendum, including information regarding the identity, provider and intended use of any relevant AI Tool or Customer-Controlled AI Infrastructure. Numerix may make such a request where it reasonably suspects non-compliance or where reasonably required to verify license usage, and Customer shall cooperate in good faith subject to reasonable security and confidentiality safeguards.

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 will constitute a material breach of the Agreement and, to the extent it also constitutes a breach of Section 2.2, Section 6 or Section 13 of the Agreement, will be subject to the applicable cure and termination rights in Section 12.3 of the Agreement.

9.5 This AI Addendum may be amended only by a writing signed by authorized representatives of both Parties, except that Numerix may update mandatory Third Party Supplier 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 Service Schedule or executed as a standalone addendum to the Agreement. If this AI Addendum conflicts with the Agreement, this AI Addendum prevails solely in relation to use of AI Tools and Numerix AI Services. If this AI Addendum conflicts with the applicable Service Schedule, the applicable Service Schedule prevails only to the extent that it expressly identifies the provision of this AI Addendum that it is intended to override. The Agreement otherwise continues to apply, including Section 2 (Grant of Rights; Scope of Use), Section 5 (Warranties), Section 6 (Intellectual Property Rights), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Term and Termination) and Section 13 (Confidential Information), 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 Service Schedule as an add-on to an underlying Subscription Service or license, access to that Numerix AI Service terminates automatically on the earlier of:

(i) expiry or termination of the Subscription Term for that Numerix AI Service; and

(ii) expiry or termination of the underlying Subscription Service 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 Supplier will be set out in the applicable Service Schedule or otherwise agreed in writing in accordance with the Agreement.

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 Service 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 15.2 of the Agreement (Governing Law) applies to this AI Addendum without modification.

PART 2 - MCP SERVICES

1. Permission-Based AI License for MCP Output.

Unless the applicable Service 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 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 the Subscription Services.

2. Applicability. This Part 2 applies where the applicable Service Schedule 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 Service Schedule.

3. Workspace Environment. Where the Service Schedule identifies access to a workspace environment provisioned by Numerix for the Customer to test and evaluate AI Tools with Subscription Services (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 Service Schedule;

(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 in relation to any beta, preview, experimental or early-access AI functionality made available through the Workspace Environment unless expressly stated in the Service 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 Customer'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 Subscription Term set out in the applicable Service Schedule;

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

(d) the Customer 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 Subscription Services, 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 Numerix Materials or Subscription Services to construct, via an AI Tool or otherwise, a product performing substantially the same function.

5. The Customer acknowledges that it may be technically possible to use publicly available or Customer-obtained Numerix Materials or Subscription Services (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 Service Schedule, condition access to an MCP Service on the Customer maintaining a minimum User count or subscription tier, and may suspend that access if the Customer falls below it, until restored or revised terms are agreed.

7. 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 Service Schedule expressly provides otherwise; and

(b) where the applicable Service Schedule 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 Agreement and the applicable Service Schedule, a Permission-Based AI License permits 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 that the Customer is expressly permitted to use under that Permission-Based AI License, and is subject to the Users, permitted use cases and any other limitations or parameters identified in the applicable Service 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 Service Schedule.

3. Access boundaries. A Permission-Based AI License does not permit direct access by a Customer AI Tool to the Subscription Services, or any MCP Service, except where such access is expressly authorized in the applicable Service Schedule. It covers only Documentation, AI Output and other Numerix Materials properly obtained by a User through authorized access to the Subscription 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 Service 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 Customer, any User or any third party to:

(a) provide Subscription 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 Service Schedule;

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

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

(e) use Numerix Materials beyond the permissions expressly granted in the applicable Service Schedule.
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, Users and permitted workflows comply with this AI Addendum, the Agreement, the Documentation and the applicable Service 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 Service Schedule and granted for the Subscription Term set out in the applicable Service Schedule.

AI ADDENDUM TO THE SUBSCRIPTION SERVICES AGREEMENT