Plugin Product Terms

These ChatWalrus Plugin Product Terms (“Plugin Terms”) supplement the Services Agreement between Chat Walrus, Inc. as successor by conversion to Chat Walrus, LLC (“ChatWalrus”) and Customer (the “Agreement”) and apply to any ChatWalrus plugin, skill pack or similar product identified in an applicable Order Form (the “Plugin”). Capitalized terms not defined in these Plugin Terms have the meanings assigned in the Agreement.

1. Plugin and License. The Plugin consists of instruction files, scripts, methodologies, supporting materials and related updates made available by ChatWalrus for installation and use within a third-party artificial intelligence workspace controlled by Customer. Subject to the Agreement, the applicable Order Form and payment of applicable fees, ChatWalrus grants Customer during the applicable Term a limited, non-exclusive, non-transferable and non-sublicensable right to: (a) access the private repository or other distribution location designated by ChatWalrus; (b) download and install the applicable Plugin in the Customer workspace(s) authorized by the Order Form; (c) make copies reasonably necessary for such installation and use; and (d) permit Customer’s employees and contractors acting on Customer’s behalf (“Authorized Users”) to use the Plugin solely for Customer’s internal business purposes. The foregoing download, installation and copying rights are permitted notwithstanding any contrary copying or downloading restriction in the Agreement. Customer is responsible for its Authorized Users’ compliance with the Agreement and these Plugin Terms and for their acts and omissions relating to the Plugin and ChatWalrus IP.

2. ChatWalrus Ownership and Restrictions. The Plugin, its skill files and source materials, and the methods, training materials, content, scripts and other ChatWalrus materials contained or reflected in them constitute ChatWalrus IP under the Agreement and remain owned exclusively by ChatWalrus and its licensors. Customer will not, and will not permit any third party to: (a) distribute, publish, sell, sublicense or otherwise provide the Plugin or repository access outside Customer’s organization, except to Customer’s contractors who are Authorized Users under Section 1, require such access solely to provide services to Customer, and are bound by confidentiality and use restrictions at least as protective as those applicable to Customer under the Agreement and these Plugin Terms; (b) use the Plugin or underlying ChatWalrus IP to develop or improve a product or service competitive with ChatWalrus; (c) extract or use ChatWalrus training content, lesson transcripts or methodology independently of Customer’s authorized use of the Plugin; (d) circumvent repository or other access controls; or (e) remove or alter proprietary notices, source references or ChatWalrus attribution contained in the Plugin or its underlying skill files. Nothing in this subsection requires Customer to include ChatWalrus attribution in Customer Outputs generated by the Plugin in a form intended for Customer’s external business use. For clarity, access by Authorized Users permitted under Section 1 does not constitute prohibited sharing of ChatWalrus IP under the Agreement.

3. Customer Outputs. “Customer Outputs” means analyses, recommendations, drafts, reports, files and other outputs generated within Customer’s third-party workspace through Customer’s authorized use of the Plugin. As between ChatWalrus and Customer, Customer owns Customer Outputs, subject to the terms applicable to the applicable Third-Party Platform and excluding any ChatWalrus IP incorporated into the Customer Outputs. ChatWalrus retains all right, title and interest in its ChatWalrus IP, and no rights in the underlying ChatWalrus IP transfer to Customer merely because ChatWalrus IP is used to generate or is reflected in a Customer Output.

4. Customer Environment and Data. The Plugin operates within Customer’s account with one or more third-party artificial intelligence, marketing or other platforms (“Third-Party Platforms”) and may access data through connections that Customer separately establishes and controls. Unless expressly disclosed otherwise, the Plugin does not transmit Customer’s data, prompts, outputs or usage information to ChatWalrus. Data accessed or processed solely within Customer’s Third-Party Platforms and not transmitted or otherwise made available to ChatWalrus remains Customer Data but is not received, hosted or processed by ChatWalrus solely by virtue of Customer’s use of the Plugin. Customer is responsible for determining whether its use of the Plugin and Third-Party Platforms is appropriate for the data Customer makes available to them.

If ChatWalrus introduces optional functionality that transmits Customer Data or usage telemetry to ChatWalrus, ChatWalrus will describe such functionality before it is enabled. Unless otherwise agreed, optional usage reporting will not be enabled by default. The parties will enter into any additional data-processing terms required by applicable law based on the functionality Customer elects to enable.

5. Third-Party Platforms. ChatWalrus does not provide, resell or control any Third-Party Platform. Customer is responsible for obtaining and maintaining its Third-Party Platform accounts and for its configuration of, permissions for, connections to, data supplied to and compliance with the terms applicable to those platforms. Changes to or outages of a Third-Party Platform may affect the operation, availability or functionality of the Plugin. ChatWalrus does not warrant the continued availability or compatibility of any Third-Party Platform or any functionality dependent upon it.

6. Outputs and Customer-Directed Actions. The Plugin provides methods, analyses and recommendations for use through third-party artificial intelligence systems. Customer acknowledges that Customer Outputs may be incomplete, inaccurate or unsuitable for Customer’s particular circumstances. Customer is responsible for reviewing and validating Customer Outputs before relying on or implementing them, and ChatWalrus does not guarantee any particular marketing, financial or other result from use of the Plugin.

Certain Plugin functionality may, if enabled and expressly authorized by Customer, create or modify content, audiences, budgets, configurations or other information within Customer-connected Third-Party Platforms. Customer is responsible for determining whether to authorize each such action and for the consequences of actions Customer directs or approves.

7. Updates and Dependencies. ChatWalrus may from time to time update, replace or modify the Plugin, including to improve functionality, address security or legal requirements, or respond to changes made by Third-Party Platforms. Customer is responsible for applying updates unless Customer has elected an available automatic-update functionality. ChatWalrus does not guarantee any particular update frequency. ChatWalrus may modify, suspend or discontinue functionality that can no longer reasonably be supported as a result of changes to a Third-Party Platform.

8. Expiration and Termination. Upon expiration or termination of Customer’s right to use the Plugin, ChatWalrus may revoke Customer’s repository access and Customer will promptly cease using and uninstall or delete the Plugin and other copies of the applicable skill files within Customer’s reasonable control. Copies retained solely through routine backup processes may remain until deleted in the ordinary course but may not be accessed or used. Customer may retain and continue using Customer Outputs created during the Term, provided they do not consist of or contain the Plugin, skill files or substantial portions of other underlying ChatWalrus IP.

9. Customer Indemnification. In addition to Customer’s indemnification obligations under the Agreement, Customer will, at its expense, defend or settle any third-party Claim against ChatWalrus arising from (a) Customer’s instructions to the Plugin, (b) Customer’s use or distribution of Customer Outputs, or (c) Customer-authorized actions within its connected systems. The procedures and limitations applicable to Customer’s indemnification obligations under the Agreement apply to this Section.

10. Relationship to Agreement. Except as expressly stated in these Plugin Terms, the Agreement remains unchanged and applies to the Plugin, including its provisions concerning confidentiality, disclaimers, limitation of liability and indemnification. If these Plugin Terms conflict with the Agreement, these Plugin Terms control solely with respect to the Plugin.

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