Version 20260713

This Product Addendum (“Addendum”) is incorporated into and forms part of the Agreement between Uniphore Technologies North America, Inc. (“Uniphore”) and Customer. This Addendum applies whenever the Platform Services are deployed in a Customer Private Cloud or On-Premises Deployment, regardless of whether the applicable Order Form specifies such deployment mode. In the event of a conflict between this Addendum and the MSA document itself, this Addendum controls solely as to the deployment-specific matters expressly addressed herein. Capitalized terms not defined herein have the meanings set forth in the Agreement.

1. DEFINITIONS

“Deployment Environment” means Customer’s physical or virtual infrastructure on which the Platform Services are installed and operated in a Customer Private Cloud or On-Premises Deployment.

“Minimum Technical Specifications” means the minimum hardware, software, network, and infrastructure requirements necessary to install and operate the Platform Services, as published by Uniphore in the Documentation and updated from time to time.

2. LICENSE GRANT AND KEY MANAGEMENT

2.1 Uniphore grants Customer a limited, non-exclusive, non-transferable right to install and operate the Platform Services within the Deployment Environment solely for Customer’s permitted use under the Agreement.

2.2 Where Uniphore provides license keys or tokens to enable or govern use, Customer will maintain their confidentiality, use them only within the licensed Deployment Environment, and promptly notify Uniphore of any suspected unauthorized use.

3. CUSTOMER INFRASTRUCTURE RESPONSIBILITIES

3.1 Customer is solely responsible for procuring, provisioning, configuring, operating, securing, and maintaining the Deployment Environment, including all third-party software, network, and hardware required to run the Platform Services.

3.2 Customer will ensure the Deployment Environment meets the Minimum Technical Specifications at all times. Uniphore’s support and warranty obligations are conditioned on this, and Uniphore may suspend support with respect to issues attributable to non-conforming infrastructure until remediated.

3.3 Customer is solely responsible for backup, disaster recovery, and business continuity for the Deployment Environment and any Customer Data stored there.

3.4 Customer will implement access controls sufficient to prevent unauthorized extraction, copying, or exposure of any models, weights, or other Uniphore Technology installed within the Deployment Environment, and will limit access to personnel with a legitimate need in connection with Customer’s permitted use.

4. USAGE RECORDS AND AUDIT

Customer will maintain accurate records of its usage of the Platform Services within the Deployment Environment sufficient to support the self-reported usage required under Section 4.1 of the Agreement, and will retain such records for at least twelve (12) months. In connection with an audit under Section 12.6 of the Agreement, Customer will provide Uniphore reasonable access to such usage records, which may be satisfied through remote review, data extracts, or Customer-generated reports, sufficient for Uniphore to verify Customer’s compliance with the Agreement, including the scope of Customer’s license and usage-based Fees.

5. DATA PROCESSING

To the extent Customer Data is processed solely within the Deployment Environment and does not pass through Uniphore-controlled infrastructure, Uniphore is not a processor of such Customer Data under the DPA, and Uniphore’s obligations under Section 7.1 of the Agreement and the DPA do not apply to such data. Customer is solely responsible for the security and processing of Customer Data within the Deployment Environment.

6. UPDATES AND SUPPORT

6.1 Uniphore will make updates and patches to the Platform Services available to Customer. Customer is solely responsible for applying them within a commercially reasonable time.

6.2 Uniphore’s support obligations are limited to Uniphore Technology components and do not extend to diagnosing or remediating issues attributable to the Deployment Environment.

6.3 Customer will provide Uniphore reasonable remote access to the Deployment Environment as necessary for Uniphore to provide support, subject to Customer’s reasonable security requirements.

7. SERVICE LEVELS

The SLA’s availability and uptime commitments do not apply to the Deployment Environment unless expressly agreed in an Order Form or SOW.

8. WARRANTY LIMITATION

Notwithstanding Section 8.2 of the Agreement, Uniphore’s warranty under Section 8.2(a) applies only during the twelve (12) month period following completion of initial installation of the Platform Services in the Deployment Environment, and not for the remainder of the Subscription Term. This limitation applies solely to Platform Services deployed in a Deployment Environment and does not affect Uniphore Cloud deployments.

9. THIRD-PARTY OPERATORS

Where Customer engages a third party to operate or manage the Deployment Environment, Customer will ensure such third party is bound by confidentiality and use restrictions at least as protective as those in the Agreement and this Addendum with respect to any Uniphore Technology to which it has access. Section 2.3 of the Agreement governs Customer’s responsibility for such third party’s acts and omissions.

10. TERM AND DELETION

Upon expiration or termination of the applicable Order Form, Customer will, within thirty (30) days, uninstall and delete all copies of the Platform Services and related Uniphore Technology from the Deployment Environment and certify such deletion upon Uniphore’s request. Notwithstanding Section 11.3(d) of the Agreement, Uniphore has no obligation to make Customer Data available for export or to delete Customer Data following termination, since Uniphore does not possess, and has no access to, Customer Data residing within the Deployment Environment. Customer is solely responsible for exporting or deleting Customer Data from the Deployment Environment following termination or expiration.

11. EXPORT CONTROLS

To the extent any Uniphore Technology installed or accessed within the Deployment Environment, including model weights or related components, is subject to export control classification, Customer is responsible for compliance with Section 12.7 of the Agreement with respect to such Uniphore Technology, including any restrictions on its transfer, access, or use outside the jurisdiction specified in the Order Form.