WALKME MASTER LICENSE AND SERVICES AGREEMENT

Last Revised: April 2025

THIS MASTER LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) BETWEEN THE WALKME LEGAL ENTITY SIGNING AN ORDER FORM AND ITS AFFILIATES (COLLECTIVELY, “WALKME”, “COMPANY”, “WE” OR “US”) AND THE LEGAL ENTITY LICENSING THE WALKME TECHNPLOGY SERVICES UNDER AN ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT (“CUSTOMER” OR “YOU” AND TOGETHER WITH WALKME, THE “PARTIES”) GOVERNS CUSTOMER’S ACCESS AND USE OF WALKME SERVICES.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DO NOT CONNECT, ACCESS OR USE THE SERVICES IN ANY MANNER.

BY ACCEPTING THIS TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

This Agreement is effective between Customer and WalkMe as of the date Customer accepts this Agreement by executing an Ordering Document that incorporates this Agreement (the “Effective Date”).

Preamble

WalkMe has developed and owns certain software and services that provide guidance and engagement tools, analytics, and automation for third-party and customer-developed web, mobile, and desktop applications, thereby simplifying and improving customer and employee experiences and increasing user engagement.

This Agreement governs the Parties’ relationship in connection with the WalkMe Offerings (as defined below) ordered by Customer (either directly from WalkMe or through a Partner).

Definitions

Affiliate means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly with a Party. For the purposes of this Agreement, “control” means the direct or indirect ownership of more than 50% of the voting securities or other ownership interest of such entity or party.

Business Partner means a legal entity that requires use of a Cloud Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer and its Affiliates.

Customer Materials means Customer’s pre-existing Intellectual Property and Confidential Information, or other materials that are (i) inputted by Customer into the Content Creation Tools; or (ii) provided by Customer to WalkMe for the purpose of the provision of WalkMe Offerings. Customer Materials expressly exclude WalkMe Materials, WalkMe Offerings, Usage Data, and any other WalkMe Confidential Information and Intellectual Property.

Documentation means WalkMe Offering documentation relating to the operation and use of the WalkMe Technology, including technical program or interface documentation, user manuals, operating instructions and release notes, as updated from time to time by WalkMe.

Licensed Technology means the WalkMe Technology identified in an applicable Ordering Document; such technology may be provided to Customer either on a WalkMe-hosted software-as-a-service basis (“WalkMe-Hosted SaaS”) or on an installed client-side software or a Customer-hosted software-as-a service basis (collectively, “Installed Software”).

Ordering Document means an order form, statement of work, amendment or exhibit to this Agreement, or other document whereby Customer orders WalkMe Offerings, either from WalkMe directly or through a Partner.

Partner means a partner certified through the WalkMe partner program.

Subscription Term means the initial subscription term and if applicable any renewal subscription term of a Cloud Service identified in the Ordering Document.

Usage Data means any anonymized usage and behavioral data that is generated by WalkMe Technology for the purpose of improving and developing WalkMe Offerings.

Users means Customer’s individual users of the Licensed Technology and includes both Builders and End Users (each as defined in Exhibit A attached hereto.)

WalkMe Materials means any text, graphics, templates, Workflow Accelerators, or other materials that are provided by WalkMe to Customer for the purpose of Content creation or for the provision of the WalkMe Offerings, as well as Usage Data.

WalkMe Offerings means, collectively, the WalkMe Technology, WalkMe customer support services, and/or WalkMe Professional Services.

WalkMe Technology or Cloud Service means (a) WalkMe’s commercially available software offerings and all the underlying software, technology, and components (including but not limited to the WalkMe Experience Technology and WalkMe Content Creation Tools, each as defined in Exhibit A attached hereto); (b) Documentation; and (c) any derivative works, improvements, modifications, enhancements, or extensions of the foregoing, including updates or upgrades.

1. General; Affiliates

1.1 General. Customer may order WalkMe Offerings by executing an Ordering Document, which shall specify the applicable time period (“License Term”), Fees, license type, and other terms agreed upon by the Parties. Whether entered into directly with WalkMe or through a Partner, each Ordering Document shall be governed by this Agreement and specifically subject to the applicable license grant, restrictions, and other terms and conditions described in Exhibit A attached hereto. Other than the rights expressly specified in this Agreement (including any Exhibit attached hereto or Ordering Document), WalkMe reserves all rights in WalkMe Offerings and no other right or interest whatsoever is granted to Customer in connection with the WalkMe Offerings. Upon expiration of an applicable License Term, the applicable Ordering Document shall automatically be renewed or replaced by a new Ordering Document subject to the terms defined therein.

1.2 Affiliates

1.2.1 Pursuant to the rights granted to Customer under this Agreement, Customer may permit its Affiliates (as defined below), to access and use the WalkMe Offerings in accordance with this Agreement provided, however, that Customer shall be responsible to WalkMe for any acts and omissions of any such Affiliate to the extent any such acts and omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under the Agreement. For the sake of simplicity, the term Customer when used herein shall include Affiliates as permitted by this section.

1.2.2. If a Customer Affiliate intends to directly order WalkMe Offerings, that Affiliate may enter into an Ordering Document with WalkMe. Such Ordering Document shall be subject to the terms and conditions of this Agreement. In such instances, each Customer Affiliate shall be liable to WalkMe for its use of the WalkMe Offerings in compliance with this Agreement. Where a Customer’s Affiliate and WalkMe’s Affiliate enter into an Ordering Document, then references to “WalkMe” in this Agreement shall mean the WalkMe Affiliate that is party to that specific Ordering Document, and references to “Customer” in this Agreement shall mean the Customer Affiliate that is party to that specific Ordering Document.

2. Service Level Agreements

For each Licensed Technology product ordered, Customer shall also order Customer’s desired service and support level. WalkMe shall provide the Licensed Technology in accordance with the terms of the Service Level Agreement attached to the applicable Ordering Document (“SLA”).

3. Professional Services

If an applicable Ordering Document includes the provision of professional services (which typically include implementation, training with respect to the use of the Licensed Technology, or assistance in creating Content (as defined in Exhibit A – License and Proprietary Rights attached hereto)) (“Professional Services“), the Professional Services shall be provided remotely (and not at Customer’s site), unless otherwise agreed in writing between the Parties. Professional Services provided to Customer hereunder shall not constitute works for hire.

4. Fees; Taxes

4.1 Fees. Customer agrees to timely pay all Fees due for the WalkMe Offerings ordered in an applicable Ordering Document. Such Fees constitute Customer’s consideration under this Agreement and Customer is responsible for providing complete and accurate billing and contact information to WalkMe.

4.2 Orders Directly with WalkMe.

4.2.1. Obligation to Timely Pay Fees. Except as otherwise specified herein or in an Ordering Document: (i) Fees paid are non-refundable except as otherwise stated herein; (ii) the WalkMe Offerings ordered under an applicable Ordering Document and their respective payment obligations are non-cancelable for the length of any Commitment Term specified in the Ordering Document; and (iii) Customer’s obligation to pay Fees is not contingent upon WalkMe’s acceptance or adherence to a third party payment services terms and conditions and such terms and conditions shall have no force or effect on this Agreement. Customer’s obligation to pay the Fees set forth in an Ordering Document is not conditioned upon whether Customer actually deploys or makes the Licensed Technology available to End Users. Actual usage of the WalkMe Technology is relevant only for purposes of determining any Overages, as may be applicable to the License Type described in the Ordering Document. For any Fees that are not reasonably disputed by Customer and remain unpaid for at least fourteen (14) days past the applicable payment date, WalkMe reserves the right to impose late fees equal to the lesser of (a) 1.5% of the unpaid balance per month, or the highest rate permitted by applicable law, determined and compounded daily from the date due until the date paid (“Late Fees”). Customer will reimburse all reasonable and necessary costs or expenses (including without limitation collections and attorneys’ fees) incurred by WalkMe to collect any amount that is not paid when due. Fees due from Customer under this Agreement may not be withheld or offset by Customer against other amounts due to Customer for any reason. If Customer fails to timely pay any Fees due under this Agreement, WalkMe may, without limiting any of its other rights or remedies, refer Customer’s account to a third-party collection agency, report delinquent Fees to credit reporting agencies, suspend performance of any or all WalkMe Offerings, and/or terminate the applicable Ordering Document and/or this Agreement.

4.2.2 Notwithstanding Section 4.2.1 (i), in the event of termination for cause according to Section ‎10.2 below due to a material uncured breach by WalkMe, any amounts paid in advance for the WalkMe Offerings applicable to such breach, but which are unused as of the date of termination (calculated on a pro-rata basis of the balance period between the termination date and the original term of the applicable Ordering Document) shall be refundable.

4.2.3. Taxes. Fees and other charges imposed under an Order Form will not include Taxes, all of which will be for Customer’s account. Customer is responsible for all Taxes. Customer must provide to SAP any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If SAP is required to pay Taxes, Customer will reimburse SAP for those amounts and indemnify SAP for any Taxes and related costs paid or payable by SAP attributable to those Taxes. “Taxes” means all transactional taxes, levies and similar charges (and any related interest and penalties) such as federal, state or local sales tax, value added tax, goods and services tax, use tax, property tax, excise tax, service tax or similar taxes.

4.3 Orders through A WalkMe Partner. In the event Customer orders WalkMe Offerings through a Partner, Section 4.2 shall not apply to such transaction and the Fees and payment terms between Customer and Partner shall govern. A breach by Customer of such terms (including without limitation non-payment) shall be deemed a material breach of this Agreement, and WalkMe may terminate this Agreement without penalty in accordance with Section 10.2 below.

5. Privacy and Data Protection; Security

5.1. Purpose and subject matter of WalkMe’s Data Processing. Solely to the extent necessary for the provision of the WalkMe Offerings to the Customer (as described in detail in the DPA referenced below), WalkMe (in its capacity as Data Processor) may from time to time be provided with, or have access to, information of Customer (in its capacity as Data Controller), which may qualify as Personal Data (as these terms are defined in the DPA).

For the purpose of this Agreement and any applicable Ordering Document, Parties’ rights and obligations with respect to the personal data processing activities shall be subject to the Data Processing Agreement (“DPA”) available at:
https://www.walkme.com/walkme-dpa/.

5.2. Customer’s Undertakings. Customer shall be solely responsible for obtaining all consents and authorizations as may be required by any applicable law for the collection, storage and processing of information and/or sensitive information by WalkMe according to Customer’s instructions.

5.3. Security. WalkMe complies with security standards, such as encryption of data in motion over public networks and auditing standards (such as SOC 2 and ISO 27001:2013). Furthermore, Customer’s information is stored with logical separation from information of other customers. In addition, WalkMe shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative, physical and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and procedures will include encryption of data, virus detection and firewall utilization.

5.4. Suspension of the WalkMe Offerings. WalkMe reserves the right to monitor the use of the WalkMe Offerings for compliance purposes. WalkMe may suspend or otherwise deny Customer’s or any other person’s access to or use of all or any part of the WalkMe Offerings for security reasons if WalkMe believes, in its reasonable discretion, that any third party has gained unauthorized access to any portion of the WalkMe Offerings using any credential issued by WalkMe to Customer or its Users.

6. Warranty

6.1. Representations. WalkMe represents and warrants to Customer that (i) during the term of each applicable Ordering Document, the Licensed Technology will materially perform in accordance with the Documentation and shall be provided in accordance with the applicable SLA; and (ii) the Professional Services performed by or on behalf of WalkMe under this Agreement will be performed in a professional and workmanlike manner and by personnel that have the necessary skills, training and background to perform such services.

6.2. Exclusive Warranty. THE WARRANTIES CONTAINED IN THIS SECTION ‎6 ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW, TITLE, OR ARISING BY A COURSE OF DEALING OR USAGE OF TRADE. WALKME EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING (I) THE ACCURACY OF INFORMATIONAL CONTENT AND ANALYTICAL DATA, (II) SYSTEMS INTEGRATION, (III) NON-INTERFERENCE WITH ENJOYMENT OR OTHERWISE, OR (IV) THAT THE OPERATION OF THE WALKME LICENSED TECHNOLOGY WILL BE BUG- OR ERROR-FREE OR UNINTERRUPTED. WALKME MAKES NO WARRANTY REGARDING ANY NON-WALKME SERVICE OR SOFTWARE WITH WHICH THE WALKME TECHNOLOGY MAY INTEROPERATE NOR THAT THE WALKME OFFERINGS WILL BE ABLE TO ACHIEVE ANY SPECIFIC RESULTS EXCEPT AS EXPRESSLY STATED IN THE DOCUMENTATION.

7. Third Party Claims

7.1. Claims Brought Against Customer

7.1.1. WalkMe will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right. WalkMe will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement WalkMe enters into) with respect to these claims.

7.1.2. WalkMe’s obligations under Section 7.1.1 will not apply if the claim results from:

a) use of the Cloud Service in conjunction with any product or service not provided by WalkMe;

b) use of the Cloud Service provided for no fee;

c) Customer’s failure to timely notify WalkMe in writing of any such claim if WalkMe is prejudiced by Customer’s failure to provide or delay in providing such notice; or

d) any use of the Cloud Service not permitted under the Agreement.

7.1.3. If a third party makes a claim or in WalkMe’s reasonable opinion is likely to make such a claim, WalkMe may at its sole option and expense:

a) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement; or

b) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality.

7.1.4. If these options are not reasonably available, WalkMe or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other. If a subscription is terminated under this Section, WalkMe will refund to Customer fees paid to WalkMe for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use the Licensed Technology due to such infringement claim and the remaining days in the current License Term.

7.1.5. WalkMe expressly reserves the right to cease such defense of any claim(s) if the applicable Cloud Service is no longer alleged to infringe or misappropriate the third party’s rights.

7.2. Claims Brought Against WalkMe. Customer will defend WalkMe against claims brought against WalkMe, SAP SE, its Affiliates and subcontractors by any third party related to Customer Materials. Customer will indemnify WalkMe against all damages finally awarded against WalkMe, SAP SE, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.

7.3. Third Party Claim Procedure. All third party claims under this Section 7 shall be conducted as follows:

a) The party against whom a third party claim is brought (the “Named Party”) will timely notify the other party (the “Defending Party”) in writing of any claim. The Named Party shall reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the Defending Party subject to Section 7.3b).

b) The Defending Party will have the right to fully control the defense.

c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the Named Party.

7.4. Exclusive Remedy. The provisions of this Section 7 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.

8. Customer’s Responsibilities

8.1 General. In addition to any other undertaking or responsibility of Customer as set forth in this Agreement, any applicable Ordering Document, SLA or an exhibit hereto or thereto, Customer shall be solely responsible and liable for, and in connection with: (i) the manner in which Customer and Users use the WalkMe Offerings (ii) Customer Materials, including without limitation Customer’s rights to use Customer Materials in connection with the WalkMe Offerings; (iii) any information or data provided by Users; and/or (iv) compliance by Customer with any and all applicable laws and with third parties’ rights in connection with the foregoing.

8.2 System Requirements. As a condition of this Agreement, Customer agrees to comply with any system or other technical requirements provided by WalkMe, as may be updated from time to time.

8.3 Assistance. Customer shall promptly provide all reasonably requested information and assistance to WalkMe so WalkMe may provide WalkMe Offerings to Customers. Customer acknowledges that WalkMe’s ability to provide the WalkMe Offerings in the manner and timing provided in this Agreement and any Ordering Document is dependent upon the accuracy and timeliness of Customer’s information and assistance. If any Ordering Document contains implementation or delivery dates, such dates are contingent upon Customer’s assistance as required in this section. Accordingly, if WalkMe’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, third party vendors (other than WalkMe), or employees, (“Customer Delay”) WalkMe shall not be deemed in breach of its obligations under this Agreement or otherwise be liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from Customer Delay. A Customer Delay does not terminate, suspend, or delay Customer’s obligation to pay any Fees otherwise due under this Agreement.

9. Limitation of Liability

9.1. No Cap on Liability.

Neither party’s liability is capped for damages resulting from:

a) the parties’ obligations under Section 7.1.1 and 7.2 (excluding WalkMe’s obligation under Section 7.1.1 where the third party claim(s) relates to Cloud Services not developed by WalkMe);

b) death or bodily injury arising from either party’s gross negligence or willful misconduct; and / or

c) Customer’s unauthorized use of any Cloud Service under Section 1.3 of Exhibit A (Licensing and Proprietary Rights) and / or any failure by Customer to pay any fees due under the Agreement.

9.2. Liability Cap.

Except as set forth in Section 9.1, the maximum aggregate liability of either party (or its respective Affiliates or WalkMe’s subcontractors) to the other or to any other person or entity for all events (or series of connected events) arising in any 12 month period will not exceed the annual subscription fees paid for the applicable Cloud Service associated with the damages for that 12 month period. Any “12 month period” commences on the Subscription Term start date or any of its yearly anniversaries.

Notwithstanding the above, either party’s liability for breach of its confidentiality obligations under this Agreement and WalkMe’s liability for breach of its privacy and data protection obligations under Section 5 shall be limited to the amount paid by Customer for the applicable Cloud Service associated with the damages during the thirty six (36) months prior to the event giving rise to the liability.

9.3. Exclusion of Damages.

In no case will:

a) either party (or its respective Affiliates or WalkMe’s subcontractors) be liable to the other party for any special, incidental, consequential, or indirect damages, loss of goodwill, loss of data, loss of revenue, or business profits, work stoppage or for exemplary or punitive damages; and

b) WalkMe be liable for any damages caused by any Cloud Service provided for no fee.

10. Term and Termination

10.1. Term. This Agreement commences on the Effective Date and will remain in effect unless otherwise terminated in accordance with the provisions herein.

10.2. Termination. Either WalkMe or Customer may terminate this Agreement and any Ordering Document thereunder by providing written notice of termination to the other Party if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within sixty (60) days after receipt of formal written notice reasonably describing in sufficient detail the nature of the breach; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or (iii) no Ordering Documents pursuant to this Agreement are in effect.

10.3. Effects of Termination. In any event of termination of this Agreement by either Party:

10.3.1. All rights granted hereunder shall immediately expire and any and all use and/or exploitation by Customer and/or on its behalf of the WalkMe Offerings, and any part thereof, shall immediately cease and expire.

10.3.2. WalkMe shall have no obligation to continue providing the applicable WalkMe Offerings after the effective date of the termination; except WalkMe shall provide Customer access to its account, at no additional fees, for a period of thirty (30) days following termination or expiration of the Agreement, for the sole purpose of exporting any stored Content.

10.3.3. Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive the termination, including without limitation Sections ‎9 through ‎13 (inclusive), and Exhibit A Section 2 (Proprietary Rights).

10.3.4. If the license to a WalkMe Offering is terminated by WalkMe due to Customer’s uncured material breach (including untimely payment of Fees) the total remaining Fees payable to WalkMe under this Agreement shall immediately become due and payable to WalkMe upon the effective date of termination.

11. Confidentiality

11.1 Confidential Information. For the purpose of this Agreement, “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is designated in writing as confidential or if disclosed orally – is reduced to writing and titled as “confidential” within 15 days following the disclosure and sharing with the Receiving Party, or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information shall include, but is not limited to, technological information such as know-how, software, data, programs, product roadmaps, product documentation, inventions, ideas, processes, formulas, developments, designs, materials, business information such as marketing and selling, budgets, prices and costs, information about the Disclosing Party’s employees, Affiliates, suppliers and customers, and trade secrets. Confidential Information does not include information that is: (i) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the Receiving Party; (ii) already known by the Receiving Party prior to its receipt from the Disclosing Party; (iii) independently developed at any time by the Receiving Party without use of or reference to Confidential Information; (iv) rightfully obtained by the Receiving Party from other unrestricted sources.

11.2. Protection of Confidential Information. All Confidential Information delivered, made available or otherwise acquired pursuant to this Agreement shall (i) not be copied, distributed, disseminated or made available in any way or form by Receiving Party without the prior written consent of the Disclosing Party; (ii) be maintained in confidence using the same degree of care that the Receiving Party takes to protect its own confidential information, but in no event less than reasonable care; (iii) may only be disclosed to those employees, contractors and/or service providers of Receiving Party who have a need to know in connection with purposes consistent with this Agreement, and who are bound by written confidentiality obligations no less restrictive than those set forth herein; and (iv) shall not be used by Receiving Party for any purpose, except for the purposes of this Agreement, without the prior written consent of the Disclosing Party. For the avoidance of doubt, Confidential Information including personal information collected through WalkMe Offerings shall be used, collected, retained, processed and deleted in accordance with the provisions of Section ‎5 above.

11.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose any Confidential Information of the Disclosing Party, then, to the extent permitted by applicable law, the Receiving Party shall (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

11.4. Expiration. The provisions of this Section ‎11 shall survive the natural expiration or termination of this Agreement for any reason for a period of three (3) years or for seven (7) years following disclosure, whichever is earlier, provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Receiving Party.

12. Publicity

12.1. Company Name/Logo. WalkMe may use Customer’s name and/logo to identify Customer as a WalkMe customer of WalkMe Offerings, including without limitation, on WalkMe’s public website and marketing materials. Any such use shall be subject to WalkMe’s compliance with any written guidelines that Customer may deliver to WalkMe regarding the use thereof. Customer hereby grants WalkMe a non-exclusive, worldwide, royalty free and fully paid upright and license to utilize its name, logo, trademarks and trade names for the purposes set forth above.

12.2. Reference. Customer agrees to serve as reference customer for prospective customers, investors, media or analysts of WalkMe and make appropriate representatives available via telephone for such purposes.

12.3. Case Study. Customer agrees to assign an appropriate representative to create a mutually agreed upon written customer case study and/or video testimonial that may be published and used as WalkMe marketing collateral.

12.4. Press Release. Upon request, Customer agrees to participate in a joint and mutually agreed upon press release.

13. Miscellaneous.

13.1. Entire Agreement. This Agreement, including all exhibits hereto and all applicable Ordering Documents, constitute the entire agreement between Customer and WalkMe with respect to the subject matter of this Agreement and supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement, including previous non-disclosure agreements between the Parties.

13.2. Assignment; Change of Control. Without WalkMe’s prior written consent, Customer may not assign, delegate or otherwise transfer the Agreement (or any of its rights or obligations) to any party. WalkMe may assign the Agreement to SAP SE or any of its Affiliates.

13.3. Governing Law and Jurisdiction. Governing Law and Jurisdiction. The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, including its exhibits, the Order Forms and SOWs, and the courts that have jurisdiction over any such dispute or lawsuit, depend on the WalkMe entity entering into this Agreement as detailed below.

13.4. Export Restrictions. Customer acknowledges and agrees that its use, and its Users’ use, of WalkMe Offerings is subject to compliance with United States, European Union and other applicable country export control and trade sanctions laws and regulations, including, without limitation the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury (“Export Control and Sanctions Laws”). Customer shall be solely responsible for complying with the Export Control and Sanctions Laws and monitoring any modifications to them. Customer represents and warrants that (i) Customer is not located in, operating from, established under the laws of, or otherwise ordinarily resident in Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR) or the Crimea region of Ukraine (the “Sanctioned Countries”) and will not use the WalkMe Offerings from the Sanctioned Countries; (ii) Customer is not identified on any list of prohibited or restricted parties (including, without limitation, the U.S. Treasury Department’s List of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List, Entity List, and Unverified List, and the U.S. Department of State’s proliferation-related lists and the Consolidated list of persons, groups and entities subject to EU financial sanctions) (a “Prohibited Person”); (iii) Customer is not otherwise the target of U.S. or EU sanctions or U.S. or EU trade restrictions; and (iv) Customer will not export, reexport, transfer, or allow access to the WalkMe Offerings to any parties, including Users, in Sanctioned Countries or Prohibited Persons or otherwise in violation of Export Control and Sanctions Laws.

Notwithstanding anything in this Agreement to the contrary, if Customer fails to comply with any provision of this section of the Agreement or violates any Export Control and Sanctions Laws in connection with WalkMe Offerings, WalkMe shall have the right unilaterally to terminate this Agreement immediately or to take other appropriate action in accordance with the terms of this Agreement and as required by the applicable law. Further, Customer will fully indemnify and hold harmless WalkMe and its representatives against any claim, action, damages, fines, liabilities, expenses (including attorney’s fees and expenses), and costs relating in any way to Customer’s noncompliance with this section, including Customer’s violation or alleged violation of any Export Control and Sanctions Laws.

13.5. Compliance with Laws. Each Party warrants its current and continuing compliance with all laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, applicable to it in connection with in connection with:

a) in the case of WalkMe, the operation of WalkMe’s business as it relates to the Cloud Service; and

b) in the case of Customer, the Customer Materials and Customer’s use of the Cloud Service.

13.5. Other Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. Any notice required or permitted to be given by either Party under this Agreement shall be in writing and shall be delivered by courier, sent by registered letter, and shall be effective upon receipt or, if sent by email, upon proof of being sent. Any notice to either Party shall be sent to the contact information listed in the applicable Ordering Document, except all notices alleging WalkMe’s material breach shall only be effective if sent to the WalkMe Office of the General Counsel at 350 Mission Street, FL 26, San Francisco, CA 94105 with a copy sent via email to legal@walkme.com.

No failure or delay by any Party at any time to enforce one or more of the terms, conditions or obligations of this Agreement will (i) constitute waiver of such term, condition or obligation; (ii) preclude such Party from requiring performance by the other Party at any later time; or (iii) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.

In any event of a conflict or inconsistency between the terms herein and the terms of the Ordering Document, the terms of the Ordering Document shall prevail. Notwithstanding the preceding sentence, any Ordering Document provision purporting to alter the Intellectual Property rights provided for herein is not effective unless it specifically refers to and supersedes this section. Any additional or conflicting terms contained in Customer’s (or Customer’s vendor’s) payment system or portal, code of conduct or purchase orders issued by Customer are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Ordering Document.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties.

Except for payment obligations, neither WalkMe nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Except to the extent required by applicable law, there are no third-party beneficiaries under this Agreement.

Exhibit A

Licensing and Proprietary Rights

Definitions

Artificial Intelligence (or “AI”) means machine learning, neural networks, large language models, and other machine-based techniques, approaches, and methodologies that are designed to operate with a certain level of autonomy, including those that generate output such as content or recommendations in response to input (“Generative AI”).

Builders means those internal Users who are designated and authorized by Customer to access and use the WalkMe Content Creation Tools.

Content means content created by or for Customer and published using WalkMe Content Creation Tools, including but not limited to Smart Walk-Thrus, ShoutOuts, SmartTips, and any HTML content.

End Users means those Users who view, consume, are presented with, or otherwise access and engage with Content using WalkMe Experience Technology, subject to the following limitations: (i) in the case of WalkMe For Employees, End Users are limited to any employee (including contract employees but not vendors) of Customer and any permitted Affiliates; and (ii) in the case of WalkMe for Customers, End Users are limited to any user of websites, systems, and/or software applications distributed or made available by Customer, and any permitted Affiliates, to its customers.

Permitted Number refers to the number of End Users for which Customer has purchased licenses to make the WalkMe Experience Technology available for use. The Permitted Number shall be set forth in an Ordering Document.

Permitted Target Application means, in the case of WalkMe for Employees, any supported internal (whether third-party or Customer-developed) software application that is identified in an Ordering Document (either by name or URL).

In the case of WalkMe for Customers, Permitted Target Application means (i) any external facing website that is open to the public; (ii) any password-protected website that is identified in an Ordering Document; or (iii) any supported software application distributed or made available (including on a SaaS basis) to Customer’s customers that is identified in an Ordering Document.

Session means making available a deployment of the WalkMe Experience Technology for use by an End User when there is not a UUID assigned to such End User; in which case, WalkMe will track such Session by placing a cookie on the browser of the End User. Customer acknowledges and agrees that use of cookies and tracking per Session is less precise than WalkMe’s recommended approach of tracking via UUID and may result in both higher license reporting (resulting in higher required Fees) and may degrade the quality of the data generated by WalkMe’s analytics tools.

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, input and output are not used to train, retrain, or improve such Stateless Large Language Models.

UUID means a unique user identification assigned by an administrator of Customer via the WalkMe Console, and in accordance with the WalkMe System Requirements, to a particular End User of Customer.

WalkMe Content Creation Tools means that portion of the WalkMe Technology (such as the Console and the Editor) which enables the creation of Content as well as the publishing of such Content for display to End Users via the WalkMe Experience Technology. For the avoidance of doubt, WalkMe Content Creation Tools do not include WalkMe Experience Technology.

WalkMe Experience Technology means that portion of the WalkMe Technology (including but not limited to the WalkMe Snippet, the WalkMe Browser Extension, the WalkMe Experience Module, and/or WalkMe Mobile) which, when made available for use to End Users, enables End Users to view, consume, be presented with, or otherwise access and engage with Content. For the avoidance of doubt, WalkMe Experience Technology does not include WalkMe Content Creation Tools.

1. License Grant and Restrictions.

WalkMe for Employee License Grant.

1.1. Subject to the terms and conditions of the Agreement and the applicable Ordering Document, and in accordance with the Documentation, WalkMe grants to Customer during the Subscription Term a revocable, non-exclusive, non-transferable, non-sub-licensable, non-redistributable, limited internal right to (i) access and use the Licensed Technology (including any data derived therefrom) on Permitted Target Applications by up to the Permitted Number of End Users; and (ii) deploy the WalkMe Experience Technology and related Content on Permitted Target Applications for up to the Permitted Number of End Users.

1.2. WalkMe for Customers License Grant. Except as may be otherwise specified in an Ordering Document, and subject to the terms and conditions of the Agreement and an applicable Ordering Document, and in accordance with the Documentation, WalkMe grants to Customer during the Subscription Term the following rights related to the Licensed Technology: (i) a revocable, non-exclusive, non-transferable, non-sub-licensable, non-redistributable limited internal right to access and use the WalkMe Content Creation Tools on Permitted Target Applications; and (ii) a revocable, non-exclusive, non-transferable, non-sub-licensable, limited right to access, use, redistribute, and deploy on Permitted Target Applications the WalkMe Experience Technology and related Content for up to the Permitted Number of End Users.

1.3. License Restrictions, Generally. Other than the rights expressly specified in an Ordering Document, WalkMe reserves all rights in the WalkMe Offerings and no other right or interest whatsoever is granted to Customer in connection with the WalkMe Offerings, or to the solutions to which they provide access. Without limiting the foregoing, Customer may not: (i) use the WalkMe Technology for purposes other than the purposes for which they are intended as defined in the Agreement and/or the Ordering Document; (ii) rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the WalkMe Technology or any part thereof; (iii) bypass or breach any security device or protection used by the WalkMe Technology; (iv) input, upload, transmit, or otherwise provide to or through the WalkMe Technology any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (v) use the WalkMe Technology in any illegal manner or in any way that infringes, misappropriates, or otherwise violates the right of any third party; or (vi) allow any third-party to access the WalkMe Offerings, except for Customer’s authorized vendors who are (a) providing services to Customer specifically for the purposes of this Agreement (and not for any purpose competitive to WalkMe), (b) not direct competitors of WalkMe, and (c) subject to written confidentiality obligations no less restrictive than those set forth herein; (vii) remove or alter any trademark, logo, copyright or other proprietary notices associated with WalkMe Technology; (viii) reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the WalkMe Technology, algorithms, and systems of the WalkMe Technology (except to the extent these restrictions are contrary to applicable law); or (ix) use the WalkMe Technology beyond the scope (including without limitation quantities or products) ordered in an Ordering Document. In addition, Customer shall ensure that the quantity of End Users for whom the WalkMe Experience Technology and related Content are made available will not exceed the Permitted Number set forth in the applicable Ordering Document. WalkMe reserves the right, without limiting any other right or remedy, to suspend Customer’s access to and use of (and therefore, all Users’ access to and use of) WalkMe Offerings if WalkMe determines that Customer is engaging (or has engaged) in any of the prohibited activities set forth in this Section 1.3.

1.4. Compliance. Customer is solely responsible for its compliance with the access and use rights and limitations identified in the Agreement and the applicable Ordering Document. From time to time, WalkMe may review the scope of Customer’s use of the Licensed Technology, and on WalkMe’s written request, Customer will provide reasonable assistance to verify Customer’s compliance with respect to access to and use of the Licensed Technology. Compliance shall be determined based on the actual number of Target Applications and unique users (counted by the UUID) for whom the WalkMe Experience Technology was deployed and made available for use, as monitored by WalkMe. If at any point that number is found to be greater than the Permitted Number, then Customer is out of compliance with the terms of the Agreement and will owe additional fees. If that number is found to be lower than the Permitted Number, then Customer remains obligated to pay all fees due because Customer’s obligation is not dependent upon actual usage. In the case where Customer has not complied with the System Requirements and has not implemented UUIDs, then the Permitted Number will be calculated on a per Session basis. If WalkMe reasonably determines that Customer has exceeded its Permitted Number of End Users, Target Applications, and/or any other access and use rights outside the scope of the Licensed Technology (“Overage”), WalkMe will notify Customer and Customer will, within thirty (30) days, purchase additional subscriptions commensurate with Customer’s actual usage.

1.5. Customer Responsibilities.

1.5.1. System Requirements. As a condition of the Agreement, Customer agrees to comply with any System or other Technical Requirements provided by WalkMe, as may be updated from time to time. With regard to WalkMe for Employees, and WalkMe for Customers where a unique login is required, then System Requirements shall include Customer’s implementation of a UUID as further explained here: Implementing UUIDs. Customer agrees to set a UUID for each Permitted Target Application and acknowledges that this step is necessary in order to receive the full benefits the Licensed Technology, such as accurate analytics, and in order for WalkMe to accurately count the number of End Users for compliance purposes.

1.5.2. Segmentation. Customer agrees to take all necessary steps to segment its End Users to ensure that the WalkMe Experience Technology is made available only up to the Permitted Number of End Users as set forth in an Ordering Document. This requirement includes deactivating End Users no longer employed by Customer.

2. Proprietary Rights.

2.1. WalkMe’s Rights. WalkMe owns and shall retain all right, title, and interest, including Intellectual Property Rights (as defined below), in and to the WalkMe Offerings and WalkMe Materials; and further – in and to the brand names, logos and trademarks related to the foregoing. In addition, subject to Customer’s ownership rights pursuant to Section ‎2.2 below, WalkMe owns and shall retain all rights, including Intellectual Property Rights, in and to Content that is created by WalkMe, and the default Content designs and “look and feel” thereof.

For the purpose of this Exhibit, “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

2.2. Customer Ownership. As between the Parties, Customer owns and shall retain all right, title, and interest in and to the Customer Materials.

2.3. License to WalkMe. Customer hereby grants to WalkMe and its affiliates a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of the Agreement), and royalty-free license to use the Customer Materials solely for the purpose of providing the WalkMe Offerings to Customer pursuant to the Agreement and the applicable Ordering Document during the applicable Term.

2.4. Feedback. Customer acknowledges and agrees that WalkMe will exclusively own all right, title, and interest in and to all feedback that Customer or Users provide relating to the WalkMe Offerings, including all Intellectual Property Rights therein, and Customer shall assign, and does hereby assign, any rights retained by it with respect to the foregoing. Customer acknowledges and agrees that such feedback does not constitute Customer Materials.

3. Use of AI in WalkMe Offerings

3.1. Generally. The Parties acknowledge and agree that the term AI encompasses a broad range of techniques and methodologies, many of which are simply rule-based algorithms that have been commonly used in software applications for a number of years and do not invoke the same level of autonomy or adaptiveness that is reflected in recent AI developments, such as Generative AI. WalkMe Offerings may include various types of AI as described herein, and WalkMe makes the following warranties to Customer related to its use of AI in the WalkMe Offerings:

3.2. Non-Generative AI. WalkMe reserves the right to improve its products using any methodology, including those that could be classified as AI, provided that WalkMe agrees any such methodologies will only draw from Usage Data. Other than for providing the WalkMe Offerings directly to Customer, in no event will WalkMe train any type of model using Customer Materials.

3.3. Generative AI:

3.3.1. Generative AI for End Users (Customer Must Opt-In via an Ordering Document): All WalkMe Generative AI features that use WalkMe Experience Technology to display Output to End Users (“GenAI Features”, e.g., AI SmartTips, AI Answers, and WalkMeX) will be offered to Customer on an opt-in basis only: Customer must order such GenAI Features in an Ordering Document, which will be subject to the additional terms and conditions in WalkMe’s GenAI Addendum attached thereto.

3.3.2. Generative AI for Back-End System Functionality (Always Included): WalkMe may use certain third-party Generative AI systems, such as vectorization models, on a back-end basis only (in the WalkMe Content Creation Tools where the response from the AI system is used to improve performance of the WalkMe Technology for Builders and other administrative users and is not presented or displayed to End Users) in order to optimize certain core platform functions such as search results and help suggestions. For the avoidance of doubt, all such back-end uses (i) do not result in Content, and (ii) are provided using commercially available, third-party Stateless LLMs, which have been locked and are no longer being trained or refined by WalkMe or its licensors.

WalkMe Previous Master Saas Agreement