PARADIGM AI ADDENDUM

This Paradigm AI Addendum (the “AIA”) applies to any agreement, order form, statement of work, or other contract (collectively, the “Agreement”) entered between Paradigm Strategy Inc. (“Paradigm”) and any customer or user (“Customer”) governing Customer’s access to or use of Paradigm products or services. This AIA is incorporated into and forms part of the applicable Agreement. Capitalized terms used but not defined in this AIA have the meanings given to them in the Agreement. In the event of any conflict between the Agreement and this AIA, this AIA will control with respect to its subject matter. This AIA will remain in effect for the duration of the applicable Agreement, unless otherwise stated herein.

1.Certain Definitions.

  • 1.1 “AI Output” means the data or content (e.g. responses, suggestions, summaries, data visualizations and other analysis) generated by the AI System in response to Customer’s use of the AI System insofar as such data or content is related to information, data, materials, text, prompts, images, code, or other content that is input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer. AI Output is Customer Confidential Information and is not considered part of the Services.
  • 1.2 “AI System” or “Paradigm AI” means Paradigm’s proprietary software-as-a-service offering(s) leveraging artificial intelligence (including but not limited to language models and other modeling services) (“Models”), and as set forth in the Documentation and/or the Agreement.
  • 1.3 “Documentation” means any technical documentation for the Service made available in connection with the Service.
  • 1.4 “High-Risk AI System Laws” means the Colorado Artificial Intelligence Act (2024), the EU Artificial Intelligence Act (Regulation (EU) 2024/1689), the Texas Responsible Artificial Intelligence Governance Act (2025), and any other applicable laws, rules, and regulations, as enacted and amended, that regulate the use of AI in decisions that have legal or similarly
    significant effects on natural persons. As of the effective date of this AIA, the Parties mutually believe that no High-Risk AI System Laws apply to the Service when used by Customer in accordance with the Agreement and Documentation.
  • 1.5 “Service” means Paradigm’s proprietary software-as-a-service offering(s) set forth in the Agreement.

2.Customer use of AI System.

  • 2.1 AI System Use. The AI System employs artificial intelligence and machine learning techniques, including use of Models. Customer acknowledges that because of the statistical methods underlying the foregoing techniques, output of the AI System may be incorrect, incomplete, or biased. Accordingly, Customer agrees that its use of the AI System is at its own risk and Customer shall be solely responsible for any decisions, actions, or omissions it takes on the basis of any AI Output. Customer further agrees to evaluate (including through review by a natural person) any AI Output prior to taking any decisions, actions, or omissions on its basis. Access to the AI System forms part of the Service and is subject to relevant terms and conditions of the Agreement applicable to the Service, and Customer’s right and/or license (as applicable) to use the AI System is determined by its right and/or license to use and/or access the Service as provided in the Agreement. Customer may only use data in connection with the AI System for which Customer and/or its user has received all consents, authorizations, approvals, and/or agreements necessary to permit such use and/or processing under applicable law, regulation, or agreement(s). Customer shall not use the AI System to attempt to obtain any information that may violate third party rights or applicable laws or regulations. Customer’s access and use of the AI System shall comply with all applicable laws and regulations (as further described in Section 2.2 below). Customer shall be fully responsible and liable for its users’ use of and
    access to the AI System.
  • 2.2 Compliance with Laws and Agreements. Customer agrees that Customer is solely responsible for compliance with applicable (in force or forthcoming) laws, regulations, and agreements (together, “AI Legal Obligations”) concerning Customer’s use of the AI System. Customer acknowledges that, despite the Parties agreement that such is not currently the case, in the event Customer’s specific use of the Services constitute “substantial factor” in a “consequential decision” (as those and similar terms and their counterparts are defined in High-Risk AI System Laws) in the employment conditions, outcomes, or rights of natural persons that Customer shall be solely responsible for all relevant compliance with such High-Risk AI System Laws
    • 2.2.1 Customer represents and warrants that Customer either (i) will not use the AI Systems in a high-risk manner, as defined by applicable High-Risk AI Laws, or (ii) Customer will provide prior written notice to Paradigm of such potential or actual high-risk use and request from Paradigm: Documentation; Paradigm’s intended use cases for the AI System and Services; Criteria related to Paradigm’s evaluation of the AI System for bias and requisite guardrails to mitigate such bias; and Other information that Customer is required to obtain from Paradigm.
    • 2.2.2 Other than AI System information that Paradigm is required to provide Customer by applicable laws and regulations, Paradigm will determine, in its sole discretion, what Documentation and additional information about the AI System Paradigm provides to Customer. For the avoidance of doubt, Customer will treat Documentation and additional AI System information as
      Paradigm’s Confidential Information and will not disclose the same to third parties without Paradigm’s prior written approval.
    • 2.2.3 In the event the AI System demonstrates bias in contravention of High-Risk AI Laws, including but not limited to circumstances that require Customer to notify relevant regulatory authorities, Customer will immediately notify Paradigm.
    • 2.2.4 Customer will not remove, alter, cover, or otherwise obfuscate any generative AI notices, watermarks, or other indicia contained within the Service alerting Users to the presence of the AI System.
  • 2.3 AI Outputs. Customer grants Paradigm a perpetual, non-revocable, nonexclusive, worldwide, royalty-free right and license to AI Outputs to (i) provide the Services to Customer; (ii) create data, insights, or other information generated or derived from anonymized and aggregated AI Outputs and/or Customer’s use of the Services; and (iii) to maintain the security and integrity of the AI System and enforce Paradigm’s rights with respect to this AIA, including but not limited to Section 4.
  • 2.4 Restrictions. Customer will not (and will not allow any third party to): (i) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code, algorithms, weights of the underlying models, or underlying ideas of the AI System; (ii) use the AI System in an attempt to train or develop another Model; or (iii) represent that any AI Output was generated by a natural person when it was not.
  • 2.5 Feedback and Improvement Data. Customer may share and provide feedback, suggestions, comments, ideas, data, including prompts, reports, or other information related to Customer’s use of the AI System in the form of feedback report(s) to Paradigm (“AI System Feedback”) and Paradigm can directly request AI System Feedback from Users of the AI System. Customer
    acknowledges that any AI System Feedback shared to Paradigm is done so voluntarily. Customer grants to Paradigm a worldwide, perpetual, irrevocable, and royalty-free right and license to use, distribute, disclose, and make and incorporate into the AI System any AI System Feedback to provide, secure, and improve the AI System.

3.Suspension of Services.

  • If Paradigm reasonably determines that: (i) Customer’s access or use of any Model violates applicable law, regulation, or any material term of the Agreement, including this AIA; (ii) Paradigm providing any part of the AI System would violate applicable AI Legal Obligations, including High-Risk AI Laws; or (iii) Paradigm’s provision of any part of the AI System poses undue security risk to Paradigm or its customers, Paradigm reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the AI System. Paradigm will notify Customer prior to exercising the foregoing right concurrent or prior to such exercise.
4. Disclaimer.
  • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE AI SYSTEM IS PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PARADIGM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PARADIGM DOES NOT WARRANT THAT THE AI SYSTEM WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY QUALITY, RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF AI SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE. PARADIGM IS NOT RESPONSIBLE FOR ANY DECISIONS, ACTIONS, OR OMISSIONS CUSTOMER TAKES BASED UPON OR INFORMED BY OUTPUT FROM THE AI SYSTEM. PARADIGM IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES PROVIDED IN THE COURSE OF DELIVERING THE AI SYSTEM, CUSTOMER’S INPUT TO THE AI SYSTEM, OR OUTPUT FROM THE AI SYSTEM (INCLUDING BUT NOT LIMITED TO COMPLETENESS, OR ACCURACY OF OUTPUT FROM THE AI SYSTEM, OR WHETHER THE OUTPUT FROM THE AI SYSTEM INFRINGES OR VIOLATES ANY THIRD PARTY’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY AND CONTRACTUAL RIGHTS).
5. Miscellaneous.
  • This AIA and any dispute or claim (including any noncontractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement and the dispute resolution provisions therein. If any provision of this AIA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this AIA shall otherwise remain in full force and effect and be enforceable. No waiver of any breach shall be deemed a waiver of any subsequent breach.