This Product Supplement forms part of the Ordering Document to which it is attached. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between this Supplement and the Agreement, the terms of this Supplement will prevail solely as such terms relate to Customer’s use of the WalkMe Learning Arc product.
1. Definitions. The definitions in Exhibit A attached hereto shall apply for the purposes of the Licensed Technology only.
2. WalkMe’s GenAI Commitments to Customer.
2.1. Training of Models. WalkMe only uses commercially available, third-party Stateless LLMs. Neither WalkMe nor its licensors train or refine such Stateless LLMs.
3. License Grant.
3.1. License Grant. Subject to the terms and conditions of the Agreement, the applicable Ordering Document, and this Product Supplement, 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 for Customer’s Builders to access and use the WalkMe Content Creation Tools (including any data derived therefrom); and (ii) a revocable, non-exclusive, non-transferable, non-sub-licensable, limited right to access, use, redistribute, and deploy the WalkMe Experience Technology and/or Content to Customer’s Users; in all cases, up to the Permitted Number of Users.
4. Customer Responsibilities; Acknowledgements.
4.1. Use of Generative AI to Create Content.
4.1.1. Ability to Disable and the Decision to Use. The Generative AI authoring capabilities in the Content Creation Tools for WalkMe Learning Arc may be disabled by Customer upon request. The decision to use Generative AI to create Content lies entirely with Customer.
4.1.2. Customer’s Responsibility. Customer is solely responsible, and in no event shall WalkMe be responsible to Customer, for all AI Input; and Customer’s or Builders’ use (or misuse) of such Generative AI authoring capabilities. Further, Customer agrees to indemnify WalkMe for any third-party claims resulting from any of the foregoing.
4.1.3. Source Materials. Customer acknowledges that the quality of the AI Output provided by the Generative AI authoring capabilities is dependent upon the quality of the data in the source material(s) that Customer submits to the Licensed Technology (“Customer Source Material”). Customer represents and warrants that (i) Customer has all rights, licenses, and permissions necessary to submit the Customer Source Material to the Licensed Technology; and (ii) no Customer Source Material will contain “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103). For the avoidance of doubt, Customer Source Material is also a form of AI Input.
4.1.4. Customer’s Use of AI Output. Customer is solely responsible for all use of the AI Output and evaluating the AI Output for accuracy and appropriateness for inclusion in Content, including by utilizing human review and testing as appropriate. WalkMe does not represent that the use or operation of any Generative AI authoring capabilities will be uninterrupted or error free; that errors will be corrected; or that AI Output will be accurate.
4.2. Acceptable Use.
4.2.1. Use Limitations. In addition to the License Restrictions in the Agreement, Customer will not (i) make Content available to any party who is not a User, or (ii) use the Licensed 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.
k)to transmit any personal information of children under 16 or the applicable age of digital consent or allow minors to use the Licensed Technology.
4.2.2. 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 the Licensed Technology or AI Output to develop, train, or improve other artificial intelligence models. For greater certainty, Customer may use AI 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.
5. Proprietary Rights.
5.1. WalkMe’s Rights. WalkMe owns and shall retain all right, title, and interest, including Intellectual Property Rights, in and to the WalkMe Offerings, WalkMe Materials, and derivative works thereof, and further – in and to the brand names, logos and trademarks related to the foregoing.
5.2. Customer’s Rights to Customer Materials. As between the Parties, Customer owns and shall retain all right, title, and interest in and to the Customer Materials. WalkMe will only use Customer Materials as necessary to provide the Licensed Technology, comply with applicable law, and enforce WalkMe policies. WalkMe will not use Customer Materials to train any Generative AI models (or LLMs).
5.2.1. 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 process and use the Customer Materials solely for the purpose of providing the WalkMe Offerings to Customer pursuant to this Supplement and the applicable Ordering Document.
5.3. AI Output and Content.
5.3.1. Ownership. (a) The Parties agree: (i) AI Output may not qualify for intellectual property protection; (ii) similar or the same AI Output may be produced by the Licensed Technology for different customers; and (iii) Customer’s rights to AI Output may not be enforceable. Customer retains all ownership of Customer Materials contained in AI Output.
(b) Subject to WalkMe’s ownership rights specified in Section 5.1 above which may be contained within Content, WalkMe does not claim any ownership rights in Content (which shall be deemed to include any AI Output made available by Customer to its End Users). Customer has the right to use the Licensed Technology, WalkMe Materials, and Documentation contained in Content in accordance with the Agreement.
5.3.2. Indemnification. For the avoidance of doubt, WalkMe’s indemnification obligations, to the extent provided in the Agreement, shall not apply to AI Output.
5.4. Feedback. Customer acknowledges and agrees that WalkMe will exclusively own all right, title, and interest in and to all feedback that Customer or End Users provide relating to the GenAI Features, 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.
6. Privacy, Data Protection, and Security.
6.1. WalkMe’s provision of the Licensed Technology to Customer shall comply with all privacy, data protection, and security requirements and obligations described in the Agreement.
EXHIBIT A
Definitions
1.1.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”).
1.2.AI Context means the additional context and instructions included in the AI Prompt by WalkMe Technology. For the avoidance of doubt, AI Context constitutes WalkMe Materials.
1.3.AI Input means all data that a Builder submits to the Licensed Technology for the purpose of prompting the LLM and generating AI Output, but not including AI Context. For the avoidance of doubt, AI Input constitutes Customer Materials.
1.4.AI Output means the response returned by the Licensed Technology to the Builder based on the AI Prompt. For the avoidance of doubt, this definition applies only to Generative AI functionality and should not be confused with any reference to Outputs that may exist in the Agreement.
1.5.AI Prompt means the specific prompt (or sequence of prompts) submitted to an LLM by the Licensed Technology. Each AI Prompt is a combination of WalkMe Technology, AI Input, and AI Context.
1.6.Builders means those internal Users who are designated and authorized by Customer to access and use the WalkMe Content Creation Tools.
1.7.Content means learning content created by or for Customer and published using WalkMe Content Creation Tools, including but not limited to courses, microlearning, quizzes, simulations, and any HTML content.
1.8.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 or Customer’s End Users 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.
1.9.End Users means those Users who view, consume, are presented with, or otherwise access and engage with Content. For WalkMe Learning Arc, End Users (or “Learners”) are limited to only those registered individuals in Customer’s Identity Provider system (“IDP”).
1.10.Licensed Technology means WalkMe Learning Arc.
1.11.Permitted Number means the number of Users for whom Customer has purchased licenses to make Content available to and/or to access and use the Licensed Technology.
1.12.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 AI Input or AI Output is stored in the AI model. Additionally, AI Input and AI Output are not used to retrain, refine, or improve such Stateless LLMs.
1.13.Usage Data means any anonymized usage and behavioral data that is generated by WalkMe Technology for the purpose of improving and developing WalkMe Offerings.
1.14.Users means Customer’s individual users of the Licensed Technology and includes both Builders and End Users.
1.15.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 or other means).
1.16.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, WalkMe Mobile, and/or the WalkMe Learning Arc Learner Portal) 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.
1.17.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.
1.18.WalkMe Offerings means, collectively, the WalkMe Technology, WalkMe customer support services, and/or WalkMe Professional Services.
1.19.WalkMe Technology 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); (b) Documentation; and (c) any derivative works, improvements, modifications, enhancements, or extensions of the foregoing, including updates or upgrades.