These WalkMe AI Terms (“AI Terms“) are part of the agreement between Customer and WalkMe, including without limitation order forms, terms of use, and any ancillary document thereto (collectively, “Agreement”) and apply to artificial intelligence technologies in the Licensed Technology as identified in Documentation, release notes, or within the Licensed Technology (“AI Technology“).

1. DEFINITIONS

In addition to capitalized terms elsewhere defined in this Agreement, the following terms shall have the respective meanings ascribed to them below. Capitalized terms not defined within these AI Terms shall have the meaning ascribed to them in the Agreement.

1.1. Customer Data means any content, materials, data and information that Customer Users enter into the production system of the Licensed Technology or that Customer derives from its use of and stores in the Licensed Technology (e.g. Customer-specific reports). Customer Data and its derivatives will not include WalkMe’s Confidential Information.

1.2. Licensed Technology means any solution provided by WalkMe under an Agreement.

1.3. Stateless Large Language Model (or “Stateless LLM”) means a large language model (commonly used for Generative AI) that was locked as of a certain point in time and is no longer being trained: no input or output is stored in the AI model. Additionally, neither input nor output are used to retrain, refine, or improve such Stateless LLMs.

1.4. WalkMe Materials means any materials or information (including statistical reports and usage measurements of the Licensed Technology) provided, developed, derived, or made available by WalkMe (independently or with Customer’s cooperation) via the Licensed Technology or otherwise in the course of performance under the Agreement, including in the delivery of any support or Professional Services to Customer, as well as context and instructions included in prompting the AI Technology by Licensed Technology. WalkMe Materials do not include the Customer Data, Customer Confidential Information, or the Licensed Technology.

2. AGREEMENT APPLICABILITY

The Agreement applies to AI Technology, including without limitation, terms relating to warranties, security, confidentiality, legal compliance, and service level obligations. Notwithstanding anything in the contrary in the Agreement (and any document comprised therein), the terms of these AI Terms as such terms relate to Customer’s use of the AI Technology shall prevail over any other conflicting or inconsistent terms in the Agreement.

3. WALKME’S GENERATIVE AI COMMITMENT TO CUSTOMER

Training of Models. WalkMe only uses commercially available, third-party Stateless LLMs. Neither WalkMe nor its licensors train or refine such stateless LLMs.

4. ACCEPTABLE USE

4.1. Use Limitations. Customer will not use AI Technology:

a) for any unlawful, irresponsible, fraudulent, offensive, or obscene activity.

b) for any purpose beyond the access granted in the Agreement.

c) in contravention of the Documentation.

d) to access a system, property, or information without authorization.

e) to generate content that is sexually explicit or promotes violence, hate speech, or harassment.

f) to distribute malware or spam.

g) to contravene regulatory safety policies.

h) to track people without consent.

i) to falsely impersonate an individual.

j) to mine cryptocurrency.

4.2. Protective Measures. Customer will not:

(a) circumvent or bypass protective measures made available by WalkMe or a third-party, including, but not limited to, those intended to help prevent copyright infringement, data breaches, or security incidents; or

(b) intentionally use AI Technology or Output to develop, train, or improve other artificial intelligence models. For greater certainty, Customer may use Output with other artificial intelligence models and services as input, grounding (e.g., retrieval augmented generation), and prompt engineering for Customer’s internal business purposes.

4.3. Suspension. WalkMe may limit or suspend access to AI Technology for violations of the AI Terms. WalkMe will notify Customer of the suspension or limitation without undue delay. WalkMe will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

5. OUTPUT

5.1. “Output” means any content generated by AI Technology.

5.2. Quality, Review, and Reliance. AI Technology consists of emerging technologies that may result in incorrect, biased, unfair, or inaccurate Output. Customer is solely responsible for:

(a) usage of any Output;

(b) Customer’s decisions, actions, and omissions based on the Output; and

5.3. Ownership. The parties agree:

(a) Output may not qualify for intellectual property protection;

(b) similar or the same Output may be produced by AI Technology for different customers; and

(c) Customer’s rights to Output may not be enforceable. Customer retains all ownership of Customer Data contained in Output. WalkMe does not claim any ownership rights in Output except WalkMe, SAP SE, their Affiliates, or their licensors retain all Intellectual Property Rights in the Licensed Technology, WalkMe Materials, Documentation, and derivative works thereof, including as may be contained within Output. Customer has the right to use the Licensed Technology, WalkMe Materials, and Documentation contained in Output in accordance with the Agreement.

5.4. Indemnification. WalkMe’s indemnification obligations, to the extent provided in the Agreement, shall not apply to (i) Output, or (ii) to any use of AI Technology that was provided for no fee.

6. MISCELLANEOUS

6.1. Changes in Law. The laws and regulatory guidance on AI technologies continue to evolve. If a change in law, regulation, or official interpretation impacts WalkMe’s ability to offer, or Customer’s ability to legally use AI Technology, WalkMe may limit or discontinue that AI Technology, including in specific countries.

6.2. AI Models. WalkMe does not commit to the use of specific AI models in AI Technology even if Customer may be able to choose between different AI models when using the AI Technology. WalkMe reserves the right to add, remove, or exchange AI models, in its sole discretion, at any time.

6.3. Agentic AI. WalkMe may make available AI Technology that Customer can authorize to autonomously or semi-autonomously perform actions, interact with WalkMe and external systems and data, and execute business processes (“Agentic AI”). Customer is responsible for:

(a) the customer-authorized actions and outcomes of those actions performed by Agentic AI;

(b) evaluating, enabling, and authorizing Agentic AI’s access and connection to data, application, and systems; and

WALKME AI TERMS