This AI Addendum ("AI Addendum") is entered into between Polypaths LLC ("Polypaths") and the Customer and forms part of the Software License Agreement between Polypaths and the Customer (the "Agreement" or "SLA"). This AI Addendum applies in addition to, and does not replace, the SLA or the applicable Exhibit B. Capitalized terms used but not defined in this AI Addendum have the meaning given in the SLA or the applicable Exhibit B. All references to "Exhibit B" in this AI Addendum include any pricing schedule, license schedule, amendment, order form 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 Customers;
  2. Part 2 (MCP Services) applies where the applicable Exhibit B identifies that the Customer has purchased access to one or more MCP Services; and
  3. Part 3 (Permission-Based AI License) applies where the applicable Exhibit B grants the Customer a Permission-Based AI License. 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 and Licensed Purpose, unless the applicable Exhibit B expressly provides otherwise; and (b) where the applicable Exhibit B otherwise grants the Customer a Permission-Based AI License.

A Customer has no right to access or use any AI-enabled offering, including any Polypaths AI Service, MCP Service or Permission-Based AI License, under Part 2 or Part 3 unless and until the applicable Exhibit B 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 Polypaths AI Service, including where generated wholly or partly from the System, Documentation, data derived from use of the System, or other Polypaths Materials.

“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 Polypaths, and whether operating locally, in the Customer environment, through a cloud-hosted service or through a third-party platform. AI Tools comprise Polypaths 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 Polypaths.

“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 Polypaths.

“Customer Input” means any data, prompt, query, document, file or other content submitted by the Customer or an End User for processing by a Polypaths AI Service. Customer Input will be treated as the Customer’s Confidential Information under Section 8 of the SLA.

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

“Permission-Based AI License” means a permission-based AI license limited to the Documentation, AI Output, Polypaths Materials or portions of the System that the Customer is expressly permitted to use under that permission-based AI license.

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

(a) Documentation, AI Output, Polypaths Materials or portions of the System expressly identified in the applicable Exhibit B 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 Licensed Purpose and only to the extent authorized pursuant to a Permission-Based AI License under Part 3 and the applicable Exhibit B, 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 System except through an MCP Service expressly identified in the applicable Exhibit B;

(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 Exhibit B.

“Polypaths AI Service” means any AI Tool, AI-enabled feature, or MCP Service that is provided, hosted and operated by Polypaths (or by a Third Party Provider on Polypaths’ behalf) and made available to the Customer under this AI Addendum and the applicable Exhibit B.

“Polypaths Materials” means Documentation, AI Output and any other materials, data or information made available by Polypaths under the Agreement, excluding Customer Provided Software & Data and Customer Input.

“Third Party Provider” means a third party engaged by Polypaths to provide technology, infrastructure or services underlying or supporting a Polypaths AI Service. Where a Third Party Provider provides AI technology underlying a Polypaths AI Service, this AI Addendum applies to that technology in addition to any mandatory third-party terms identified in the applicable Exhibit B. Polypaths will identify its current Third Party Providers whose technology underlies a Polypaths AI Service in the applicable Exhibit B, as updated from time to time in accordance with this AI Addendum.

 
2. LICENSE TO USE AI TOOLS

2.1 Subject to the Customer’s compliance with this AI Addendum and the SLA, Polypaths grants the Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Polypaths AI Services identified in the applicable Exhibit B during the relevant Term, solely for the Customer’s internal business purposes and Licensed Purpose, and in accordance with the Documentation and the applicable Exhibit B.

2.2 Unless expressly authorized under this AI Addendum and the applicable Exhibit B, the Customer shall not, and shall ensure that no End User, Support Personnel or third party shall, use any AI Tool (whether a Customer AI Tool or otherwise) in connection with the System, support provided under the SLA, the Documentation or any AI Output. Authorized use requires access to a Polypaths 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 End User or Support Personnel 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 System, support provided under the SLA or Polypaths Materials, including Documentation and AI Output, must be initiated, authorized and attributable to:

(a) one or more specific End Users acting within the scope of their license rights; or

(b) identified Support Personnel acting solely to support such End Users and within the scope of the rights granted to Support Personnel under the SLA. The Customer shall ensure that it can identify the relevant End User or Support Personnel on whose behalf or by whom the AI Tool is being used 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 End User or Support Personnel.

 

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 End User, Support Personnel or third party acting on the Customer’s behalf to replicate, reconstruct, reverse-engineer, or otherwise operationalize the functionality, outputs, algorithms or methodologies of the System (or other Polypaths or third-party licensed software) so as to enable any Person to perform substantially the same functions without a valid license from Polypaths or the applicable licensor.

3.2 Without limiting Section 3.1, the Customer shall not, and shall ensure that no End User, Support Personnel or third party shall, use an AI Tool to:

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

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

(c) extract, derive or reconstruct any Polypaths algorithm, methodology, model, process or technique from the System, Documentation, Polypaths Materials or any AI Output;

(d) train, fine-tune, evaluate or improve any AI Tool or model using the System, data derived from use of the System, or Polypaths Materials, including Documentation and AI Output; or

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

3.3 Where the Customer holds a Permission-Based AI License under Part 3, using a Polypaths AI Service or a Customer AI Tool to process, analyze, summarize or act upon Polypaths Materials, including Documentation and AI Output that an End 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 Exhibit B. 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 Polypaths Materials from which it is generated.

4.2 AI Output is provided without human review by Polypaths 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 Sections 5.3, 5.4 and 6 of the SLA, the 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 Polypaths.

4.4 Section 4.2 of the SLA governs ownership of Intellectual Property Rights arising in connection with the System and this AI Addendum. As between Polypaths and the Customer, nothing in this AI Addendum transfers ownership of the System, Polypaths Materials including Documentation and AI Output or other Polypaths intellectual property to the Customer. The Customer grants Polypaths 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 Polypaths AI Service.

 

5. USE OF CUSTOMER INPUT FOR TRAINING

5.1 Polypaths will not use Customer Input to train or retrain a Polypaths AI Service or any AI Tool. Polypaths may use anonymized and aggregated statistical data reduced to mathematical constructs to improve the System and support generally, provided that such data does not identify the Customer or any individual and is used in accordance with Section 8 of the SLA and applicable law.

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

 

6. RESTRICTIONS ON USE

6.1 In addition to Sections 4.1, 4.3 and 4.4 of the SLA, the Customer shall not, and shall ensure that no End User, Support Personnel or third party acting on its behalf shall, use any AI Tool or Polypaths AI Service to:

(a) deploy, operate or use it for any purpose that constitutes a prohibited AI practice or a high-risk AI system under applicable law, unless the Customer has independently determined and remains responsible for ensuring that its use complies with all applicable legal and regulatory requirements;

(b) exceed or circumvent usage limitations set out in the applicable Exhibit B, or otherwise notified by Polypaths in accordance with the Agreement;

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

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

6.2 Without limiting Section 3, the Customer shall not use a Polypaths 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 Polypaths AI Service or Customer AI Tool to infringe any third party’s rights or any applicable law.

 

7. THIRD PARTY PROVIDERS

7.1 Polypaths may use Third Party Providers to provide Polypaths AI Services. As between the Parties, Polypaths remains responsible for its Third Party Providers’ acts and omissions in providing a Polypaths AI Service to the extent provided under the Agreement, but Polypaths 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 commitment under the Agreement does not apply to a failure caused by Third Party Provider technology outside Polypaths’ reasonable control. Polypaths does not warrant that any Polypaths 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 required by that provider or applicable law, giving the Customer reasonable notice of any material change where commercially practicable.

7.2 Where a Polypaths 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 Exhibit B. Polypaths may update those mandatory restrictions where required by the relevant Third Party Provider and will provide reasonable notice of any material update where commercially practicable. The Customer shall, and shall ensure that its End 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 System, support provided under the SLA, the Documentation, Polypaths Materials 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 Polypaths has no visibility into, control over or responsibility for Customer-Controlled AI Infrastructure. To the fullest extent permitted by applicable law, Polypaths 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 Polypaths’ breach of this AI Addendum or the SLA, and has no obligation to support or maintain it. Any support 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 System, support provided under the SLA, the Documentation, Polypaths Materials or any AI Output is securely configured, operated and maintained and complies with this AI Addendum, the SLA, the Documentation and any Polypaths access, security or acceptable-use requirements notified to the Customer in accordance with the Agreement.

8.5 The Customer shall be solely responsible for any unauthorized access to, or compromise or malfunction of, the System, Customer Input or Customer Provided Software & Data, in each case arising from or attributable to Customer-Controlled AI Infrastructure. The Customer shall promptly notify Polypaths of any such event that affects, or is reasonably likely to affect, the System, a Polypaths AI Service, Polypaths Materials or Polypaths’ Confidential Information, 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 Polypaths under the Agreement, including its termination and indemnification rights.

 

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

9.1 On Polypaths’ written request, the Customer shall describe any AI Tool or Customer-Controlled AI Infrastructure it or its End Users use or intend to use with the System, data derived from use of the System, or Polypaths Materials (including Documentation and AI Output), and shall include its identity, provider, and intended use.

9.2 The Customer shall maintain records reasonably sufficient to demonstrate compliance with this AI Addendum and shall cooperate with any reasonable Polypaths request for information or verification where Polypaths reasonably suspects that an AI Tool or Customer-Controlled AI Infrastructure is being used in breach of this AI Addendum. Any verification will be limited to information reasonably necessary to assess compliance and will be conducted in a manner intended to minimize disruption to the Customer’s business.

9.3 If Polypaths reasonably believes any use of an AI Tool, Customer-Controlled AI Infrastructure, or AI Output breaches Section 3 or Section 6, Polypaths 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 material breach of the SLA for purposes of Section 9.2(a) of the SLA. Where the breach is incapable of cure or creates a material security, intellectual property or license-circumvention risk, Polypaths may suspend the relevant access pending resolution.

9.5 Except for updates to mandatory Third Party Provider terms or usage restrictions made in accordance with Section 7.2, this AI Addendum may be amended only in accordance with Section 11.2 of the SLA.

 
10. RELATIONSHIP WITH THE AGREEMENT

10.1 This AI Addendum forms part of the Agreement. It may be incorporated by reference in the applicable Exhibit B 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 Polypaths AI Services. If this AI Addendum conflicts with the applicable Exhibit B, the applicable Exhibit B prevails only 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 4 (Grant of License and Ownership), Section 5 (Representations and Warranties), Section 6 (Limitation of Liability), Section 8 (Confidentiality), Section 9 (Term and Termination), Section 10 (Indemnification) and Section 11 (General), none of which is limited or reduced by this AI Addendum except as expressly stated.

10.2 Where a Polypaths AI Service is designated in the applicable Exhibit B as an add-on to the System or an underlying System component, access to that Polypaths AI Service terminates automatically on the earlier of:

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

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

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

10.4 This AI Addendum sets out no License Fees. All License Fees for any Polypaths AI Service, MCP Service, Permission-Based AI License or other AI-enabled offering will be set out in the applicable Exhibit B 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 11.5 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 Exhibit B 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 Customer-Controlled AI Infrastructure for the Customer’s internal business purposes and Licensed Purpose. It does not permit use of Documentation, Polypaths Materials or the System beyond those properly obtained under the Customer’s existing licenses or any direct access to other components of the System.

2. Applicability. This Part 2 applies where the applicable Exhibit B 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 Exhibit B.

3. Workspace Environment. Where the applicable Exhibit B identifies access to a workspace environment provisioned by Polypaths for the Customer to use AI Tools with the System (the “Workspace Environment”):

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

(b) such beta, preview, experimental or early-access AI functionality is not intended for use in a live or production environment, and the Customer shall not use it for live trading, valuation, risk management, or other production purposes unless expressly authorized by Polypaths in the applicable Exhibit B;

(c) Polypaths 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) Polypaths has no obligation to provide support for such beta, preview, experimental or early-access AI functionality unless expressly stated in the applicable Exhibit B;

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

(f) Polypaths shall maintain reasonable technical and organizational measures to prevent data, code, or AI Output being shared across customers 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 license term set out in the applicable Exhibit B;

(b) Polypaths may suspend or terminate access under Section 9.3 of Part 1, or on expiry or termination of the applicable Exhibit B;

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

(d) the Customer shall not, and shall ensure that no End 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 System, Polypaths Materials including 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, Polypaths Materials including Documentation or portions of the System to construct, through 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 Polypaths Materials, including Documentation, with a general-purpose AI Tool to produce output similar to an MCP Service. Section 3 of Part 1 applies to any such use regardless of its technical feasibility.

6. Polypaths may, in the applicable Exhibit B, condition access to an MCP Service on the Customer maintaining a minimum End User count or license 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 Polypaths 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 and Licensed Purpose, unless the applicable Exhibit B expressly provides otherwise; and

(b) where the applicable Exhibit B 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 SLA and the applicable Exhibit B, a Permission-Based AI License permits End Users to make Permitted AI Use of Customer AI Tools. The Permission-Based AI License is limited to the Documentation, AI Output, Polypaths Materials and portions of the System that the Customer is expressly permitted to use under that Permission-Based AI License, and is subject to the End Users, permitted use cases and any other limitations or parameters identified in the applicable Exhibit B. A Permission-Based AI License does not itself grant access to any MCP Service or other Polypaths AI Service, which must be separately authorized under the applicable Exhibit B.

3. Access Boundaries. A Permission-Based AI License does not permit direct access by a Customer AI Tool to the System or any MCP Service, except where such access is expressly authorized in the applicable Exhibit B. It covers only Documentation, AI Output, Polypaths Materials and portions of the System properly obtained by an End User through authorized access to the System 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 Exhibit B, 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 End User, Support Personnel or any third party to:

(a) provide the System, Documentation, AI Output or other Polypaths Materials 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 Exhibit B;

(b) create derivative works of, replicate, train, develop or operate any product, service, model, database, workflow or capability that replicates, replaces, materially substitutes for, or competes with, the System or any Polypaths AI Service;

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

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

(e) use the System or Polypaths Materials beyond the permissions expressly granted in the applicable Exhibit B.
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 Polypaths has no responsibility or liability for any issue arising from, or attributable to, it or any third-party integration outside Polypaths’ control.

6. Customer Responsibility. Polypaths does not operate, control or have visibility over Customer AI Tools. The Customer is solely responsible for ensuring that its Customer AI Tools, End Users and permitted workflows comply with this AI Addendum, the SLA, the Documentation and the applicable Exhibit B.

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 Exhibit B and granted for the license term set out in the applicable Exhibit B.