SAAS AGREEMENT – EVALUATION USE - WalkMe™

This WalkMe SE Agreement (the “Agreement”) is between WalkMe, Inc., a company organized under the laws of the State of Delaware, with its principal place of business at 22 4th St, Floor 14, San Francisco CA 94103 USA., (“WalkMe” “We” or “Us”) and the person or entity identified on the Order Form (“Customer” or “You”).

THIS AGREEMENT GOVERNS ACCESS TO AND USE OF THE START-UP EDITION OF THE WALKME PLATFORM (“SERVICE”). BY EXECUTING ANY WALKME REGISTRATION AND ORDER FORM (“ORDER FORM”) THAT REFERENCES THIS AGREEMENT OR USING THE SERVICE, YOU (1) ACCEPT THIS AGREEMENT, (2) AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND (3) REPRESENT AND WARRANT THAT, 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 MAY NOT USE THE SERVICE.

WALKME SE IS BEING LICENSED AND NOT SOLD TO YOU. WALKME PERMITS YOU TO ACCESS AND USE WALKME SE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Service

Service Description. The Service includes access to the following modules:

Modules	Features & Description
WalkMe Player	The WalkMe Player is responsible for playing WalkMe-generated content to End Users. The Player is also used as the central repository for all training material You want to make available to End Users.
WalkMe Editor	The WalkMe Editor is the console, available via a browser plug-in on Mozilla Firefox, in which You create WalkMe content. It includes the following features:
Applications	Walk-Thrus, Launchers, Resources, Search, Onboarding, Shuttles, Surveys, ShoutOuts, Elements Tracking and SmartTips.
Segmentation	Control which users & groups will be exposed to a given set of applications and content.
Integration Modules	Integrate WalkMe applications with customer and/or third party applications such as Search, Help Desk.
User Experience Control	Control and enhance user experience. Customize the look and feel of the WalkMe Player and balloons. Make the WalkMe experience stand out, or let it blend right into your application.
Access Control	Roles and user management. Assign roles to users that will have access to the WalkMe Editor, who can publish new content, who will have access to the analytics, manage browser extension access and much more. Combine multiple WalkMe accounts (parent-child).
WalkMe Analytics	The WalkMe Analytics dashboard is available at analytics.walkme.com and provides You with advanced BI capabilities.
WalkMe University	WalkMe University provides recorded training sessions and can be accessed at university.walkme.com.
Standard Technical Support	E-mail support (https://community.walkme.com/s/contactsupport) between the hours of 8:00am and 8:00pm Eastern Monday through Friday.

Provision of Service. WalkMe shall make the Service Available to Customer pursuant to this Agreement during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to access and use the Service in accordance with this Agreement, the Order Form and documentation.
Modification to the Service. WalkMe may update the Service from time to time. If WalkMe changes the Service in a manner that materially alters their functionality, WalkMe will inform Customer via the email address associated with the account.
Software. Some Services allow Customer to download WalkMe software which may update automatically. Customer may use the software only to access the Service.
Subcontractors. WalkMe may from time to time in its discretion engage third-parties to perform Services (each, a “Subcontractor”).
Suspension or Termination of Service. WalkMe may, directly or indirectly, suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Service or Provider Materials, without incurring any resulting obligation or liability, if:
1. WalkMe receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires WalkMe to do so; or
2. WalkMe believes, in its discretion, that:
  1. Customer has failed to comply with any term of this Agreement, or accessed or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement or Order Form;
  2. Customer is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Service; or
  3. this Agreement expires or is terminated. This Section does not limit any of WalkMe’s other rights or remedies, whether at law, in equity or under this Agreement.

Customer Obligations
1. Usage Limits. Service is subject to usage limits, including, for example, the quantities specified in the applicable Order Forms. Unless otherwise specified a quantity in an Order Form refers to End-Users and the Service may not be accessed by more than that number of End-Users. If Customer exceeds a contractual usage limit, WalkMe may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding WalkMe’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Service promptly upon request from WalkMe.
2. Unauthorized Use & Access. Customer will prevent unauthorized use of the Service by its End Users and terminate any unauthorized use of or access to the Service. Customer will promptly notify Company of any unauthorized use of or access to the Service.
3. Restricted Uses. Customer shall not, and shall not permit any other Person to:
  1. use the Service for purposes other than the purposes explicitly set forth in this Agreement or the applicable Order Forms;
  2. copy, modify, or create derivative works or improvements of the Service;
  3. reverse engineer, de-compile, disassemble, decode or otherwise attempt to access the source code of the Service or any part thereof.
  4. rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof.
  5. bypass or breach any security device or protection used by the Service or use the Service other than by Authorized User through the use of his or her own then valid Access Credentials.
  6. input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code.
  7. use the Service in any illegal manner or in any way that infringes any right of any third party including the rights in connection with privacy and intellectual property rights.
  8. access or use the Service for purposes of competitive analysis of the Service, the development, provision or use of a competing software service or product or any other purpose that is to WalkMe’s detriment or commercial disadvantage.
  9. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Service or WalkMe’s provision of the Service to any third party, in whole or in part; or
  10. remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Service or WalkMe’s Materials, including any copy thereof.
Intellectual Property Rights
1. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Service, WalkMe Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Service, the WalkMe Materials and the Third Party Materials are and will remain with Provider and the respective rights holders in the Third Party Materials.
2. Suggestions. WalkMe may, at its discretion and for any purpose, use, modify, and incorporate into its products and Service, license and sublicense, any feedback, comments, or suggestions Customer or End Users send to WalkMe without any obligation to Customer.
3. Customer Data. To remove any doubt, as between Customer and WalkMe, Customer is and will remain the sole exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 3(d).
4. Consent to use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Provider, its Subcontractors and the Provider Personnel as are necessary or useful to perform the Service; and (b) to Provider as are necessary or useful to enforce this Agreement and exercise its rights and perform its hereunder.
Confidentiality
1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, information relating to either party’s products, technology, know-how, specifications, and concepts; as well as information of business and commercial nature, of either part. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
2. Treatment and Use of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential
3. Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section.
4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Fees & Payment
1. Fees. Customer will pay all fees specified in any applicable Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Service purchased and not actual usage, (ii) payment obligations are non-cancelable, and (iii) fees paid are non-refundable. Customer is responsible for providing complete and accurate billing and contact information to WalkMe.
2. Taxes. WalkMe’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If WalkMe has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, WalkMe will invoice Customer and Customer will pay that amount unless Customer provides WalkMe with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, WalkMe is solely responsible for taxes assessable against it based on its income, property and employees.
Term & Termination
1. This Agreement shall remain in effect for the term set forth on the Order Form or until earlier terminated as set forth herein (the “Term”).
2. Either WalkMe or Customer may terminate this Agreement if the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice.
3. Effects of Termination. If this Agreement terminates: (i) the rights granted by WalkMe to Customer will cease immediately (except as set forth in this section); (ii) WalkMe may provide Customer access to its account at then-current fees so that Customer may export its Stored Data; and (iii) after a commercially reasonable period of time, WalkMe may delete any Stored Data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: Section 3 (Intellectual Property Rights), Section 5 (Fees & Payment), Section 6.c (Effects of Termination), Section 7 (Indemnification), Section 8.b (Disclaimers), Section 9 (Limitation of Liability), and Section 11 (Miscellaneous).
Indemnification
1. By Customer. Customer will indemnify, defend, and hold harmless WalkMe from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against WalkMe and its affiliates relating to: (i) Customer Data or (ii) Customer’s use of the Services in violation of this Agreement.
2. By WalkMe. WalkMe will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Customer to the extent the claim is based on an allegation that WalkMe’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will WalkMe have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by WalkMe and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
3. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE WALKME AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Representations, Warranties, Exclusive Remedies and Disclaimers
1. Each party represents that it has validly entered into this Agreement and has the legal authority to do so.
2. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR WALKME AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
Limitation of Liability
1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR WALKME’S OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR WALKME AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Service Levels

Definitions
1. WalkMe Player: The WalkMe Player presents all WalkMe-generated and otherwise integrated content visible to the End User.
2. WalkMe Editor: WalkMe Editor is the module with which Customer creates and manages WalkMe-generated content.
3. Coverage Period (“CP”): The period of time during which the System Availability will be measured. Unless otherwise stated, Coverage Period will be equal to thirty days, expressed in aggregated number of minutes.
4. Excused Down Time: The service commitment does not apply to any unavailability, suspension or termination caused by (i) factors outside of WalkMe’s reasonable control, including any force majeure event or Internet access or related problems beyond the control of WalkMe (ii) any actions or inactions of You or any third party; or (iii) WalkMe’s suspension and termination of your right to use the Service; (iv) any planned maintenance that WalkMe performs. Customers will be informed of planned maintenance at least one week in advance both by an announcement on the login screen and by email to the email associated with your account.
5. Downtime: The Player is not available to End Users or the WalkMe Editor is not available to You.
6. Potential System Availability (“PSA”): The amount of time that the WalkMe Player and Editor should be available in each Coverage Period (CP). For example, the Potential System Availability in June would be calculated in minutes such as 30 days x 24 hours x 60 minutes or 43,200 minutes. This is excluding Periods of Excused Downtime.
7. System Availability (“SA”)/ System Availability Percentage (“SAP”): In any given month, Potential System Availability less Downtime, divided by Potential System Availability, expressed as a percentage.
Player and Editor Availability Standards

WalkMe Player and Editor Availability Measure Standards

WalkMe Player availability 99.95%

WalkMe Editor/back office availability 99.9%

Service Credits
In order to initiate a claim for Service Credit, Client must contact Service Provider. The Service Credit request shall provide: (a) Client’s name and contact information; (b) the date and begin/end time of the claimed outage(s); and (c) a brief description of the characteristics of the claimed outage(s). Client will be notified within ten (10) days of the request of the resolution of the request. If rejected, the notification will specify the basis for rejection. If approved, Service Provider will issue a Service Credit to Client’s account calculated as a percentage (“Weighting Factor”) of the total fees payable by Client to Service Provider during the Coverage Period in which the outage occurred, with the Service Credit on the next invoice issued. If Client has a good faith basis for disagreeing with a rejection of a Service Credit, Client shall follow the “Service Credit Appeals Process” set forth below. Service Credits will be as set forth in the tables below

Service Metric	PSA (minutes/month)	SAP	Weighting Factor
WalkMe Player Availability	30 x 24 x 60	Less than 90% Availability	80%/Termination
		90.0 – 96.9% Availability	70%
		97.0% – 98.5% Availability	50%
		98.6% – 99.95% Availability	10%
		> 99.95% Availability	0%

Service Credit Appeals Process
Client shall have the right to appeal the denial of any Service Credit, and may withhold payments to Service Provider that Client reasonably approximates to be of the same value as the disputed claim. Client will notify Service Provider in writing within 30 days of such denial by Service Provider of any such disputed Service Credit for which Client is withholding payment and describe, in reasonable detail, the reason for such withholding. Client and Service Provider will diligently pursue an expedited resolution of such dispute. Service Provider will continue to provide the Solution to Client during such time.

Miscellaneous
1. Entire Agreement. This Agreement, including any applicable Order Form, constitutes the entire agreement between Customer and WalkMe with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: (i) the applicable Order Form, (ii) the Agreement.
2. Modifications. WalkMe may revise this Agreement from time to time and the most current version will always be posted on the WalkMe website. If a revision, in WalkMe’s sole discretion, is material, WalkMe will notify Customer (by, for example, sending an email to the email address associated with the applicable account). By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
3. Governing Law and Jurisdiction. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES AND WITHOUT GIVING EFFECT TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EACH PARTY FURTHER GREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN SAN FRANCISCO, SAN FRANCISCO COUNTY,
4. Severability. 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.
5. Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to WalkMe must be sent to WalkMe, 22 4th St, Floor 14, San Francisco CA 94103 USA., with a copy to the Legal Department by email (legal@walkme.com).
6. Waiver. 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 (a) constitute waiver of such term, condition or obligation, (b) preclude such Party from requiring performance by the other Party at any later time, or (c) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different
7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
8. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
9. Force Majeure. 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).
10. No-Third Party Beneficiaries. There are no third party beneficiaries under this Agreement.
11. Export Restrictions. The Services and other technology WalkMe makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use the Service in an U.S. embargoed country or in violation of any U.S. export law or regulation.

SAAS AGREEMENT – EVALUATION USE

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