AI SERVICES ADDENDUM
These AI Services Addendum (the “Addendum”) supplements and forms part of the written agreement governing Customer’s access to Resonate services, whether Resonate’s standard Master Subscription Agreement or another subscription, license, or services agreement validly executed by the parties, or, if no such agreement exist, the Resonate Master Subscription Agreement, viewable at https://www.resonate.com/master-subscription-agreement and incorporated herein by reference (as applicable, the “Agreement”), between Resonate Networks, Inc. (“Resonate”) and the customer accepting this Addendum (“Customer”).
This Addendum applies to Customer’s access to and use of AI-powered features in Resonate’s SaaS Services, including the Cortex platform (collectively, the “AI Services”). Capitalized terms not defined herein have the meanings given in the Agreement. In the event of a conflict between this Addendum and the Agreement, this Addendum controls solely with respect to AI Services. This Addendum may be referenced in and incorporated into an Order.
1. AI SERVICES
Resonate may make AI Services available to Customer as part of the Services, whether as generally available functionality, or on an evaluation, beta, preview, or early access basis (“Evaluation AI Services”). AI Services may utilize machine learning, statistical modeling, or other automated techniques to generate insights, predictions, recommendations, segments, or other outputs (“AI Output”). Customer may access and use AI Services solely for the Permitted Use and subject to the terms of the Agreement and this Addendum.
2. EVALUATION AI SERVICES
To the extent AI Services are provided as Evaluation AI Services, such AI Services are made available for Customer’s internal evaluation, testing, and validation purposes only and not for production reliance or commercial exploitation, except as expressly authorized in writing by Resonate. Resonate may provide Customer with access to Evaluation AI Services on an early access basis for a limited period, for such period as determined by Resonate (the “Early Access Period”). During the Early Access Period, Customer may use the AI Services for its internal business purposes in accordance with the Agreement and this Addendum. Customer’s access to Evaluation AI Services may be provided at no charge, or at a reduced rate, unless otherwise specified by Resonate. Resonate may modify, suspend, or discontinue the Evaluation AI Services, in whole or in part, at any time during the Early Access Period.
3. USAGE LIMITS
Customer’s use of the AI Services may be subject to usage limits, including token-based, consumption-based, or other quantitative thresholds (“Usage Limits”), as communicated by Resonate or set forth in Documentation. Resonate may monitor Customer’s usage and may implement technical controls, including rate limiting, throttling, or suspension of access to enforce Usage Limits or protect the Services. Customer acknowledges that: (a) access to the Evaluation AI Services beyond the Early Access Period, or beyond applicable Usage Limits, requires execution of an Order and payment of applicable fees; and (b) Resonate may disable or restrict access to the Evaluation AI Services if Customer does not enter into such an Order.
4. USE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING
4.1 AI Features. The AI Services may utilize machine learning, statistical models, or other automated techniques to generate AI Output based on Customer inputs (“Customer AI Inputs”) and Resonate Data.
4.2 Customer Responsibilities. Customer is solely responsible for (a) the content, accuracy, and legality of Customer AI Inputs; and (b) independently reviewing and validating AI Output prior to use. Customer acknowledges that AI Output may be inaccurate, incomplete, or unsuitable for Customer’s specific use case, and Customer is solely responsible for any decisions or actions taken based on AI Output.
4.3 Use Restrictions. Customer shall use AI Services solely for the Permitted Use and in accordance with the Agreement. Without limiting the foregoing, Customer shall not, and shall not permit any third party to: (a) use the AI Services, AI Output, or any Resonate Data to train, fine-tune, or otherwise improve any machine learning or artificial intelligence models; (b) use AI Output or Resonate Data to develop, enhance, or benchmark any competing data product, dataset, or service; (c) extract, isolate, reconstruct, or attempt to derive underlying datasets, attributes, or models from the AI Services or AI Output; (d) create, compile, or distribute any dataset that is substantially similar to or competitive with Resonate Data; or (e) access or use the AI Services through automated means, including bots, scripts, or artificial intelligence agents, in a manner that exceeds reasonable usage patterns or circumvents usage limits, except as expressly authorized by Resonate.
4.4 No Training on Customer Data. Resonate will not use Customer Data or Customer AI Inputs to train or fine-tune general-purpose machine learning or artificial intelligence models for use outside of providing the Services to Customer, except (i) as expressly authorized in an applicable Order; or (ii) to the extent such data has been de-identified and/or aggregated such that it no longer constitutes Customer Data or Personal Information.
4.5 Model Improvement Data. Resonate may generate and use Model Improvement Data to operate, maintain, secure, and improve the Services and Resonate IP. Model Improvement Data is Resonate IP and does not include Customer Data.
4.6 Third-Party AI Components. Certain AI Services may rely on Third Party Services. To the extent AI Services are enabled through Third Party Services, Customer acknowledges that such Third Party Services may process Customer AI Inputs in accordance with their applicable Third Party Terms.
5. DATA ACTIVATION
Customer’s use of AI Services to activate data requires the execution of an Order for Activation Services, and all such activation is subject to applicable usage-based fees, reporting obligations, and other terms set forth in the Agreement and the applicable Order. Customers that have purchased a license to Activation Services pursuant to an Order may use the AI Services to activate Resonate Data in connection with Campaigns. Any such data activation is subject to the terms and conditions applicable to Activation Services under the Agreement.
6. NO SERVICE LEVELS; LIMITED WARRANTIES
Evaluation AI Services: (a) are provided without service level commitments, support obligations, or service credits; and (b) may not operate without interruption or error. Except as expressly set forth in the Agreement, the Evaluation AI Services are provided “as is” and “as available,” without warranties of any kind. AI Services that are not Evaluation AI Services are subject to the SLA set forth in the Agreement.
7. SUSPENSION OR TERMINATION
To the extent AI Services are provided as Evaluation AI Services, Resonate may suspend or terminate access to such Services at any time, with or without notice, in its discretion. Upon termination, Customer’s right to access the Evaluation AI Services immediately ceases. AI Services purchased pursuant to an Order are subject to the suspension and termination rights set forth in the Agreement.
8. FEEDBACK
Customer may provide feedback regarding the AI Services (“Feedback”). Resonate may use Feedback without restriction or obligation, and such Feedback constitutes Resonate’s intellectual property.
9. DISCLAIMER OF WARRANTIES
To the extent AI Services are provided as Evaluation AI Services, such Evaluation AI Services are provided on an “as is” and “as available” basis, without warranties of any kind, and Resonate disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Evaluation AI Services will be error-free or uninterrupted.
Customer acknowledges that AI Output may be inaccurate, incomplete, or unsuitable for Customer’s particular purposes, and Resonate makes no representations or warranties regarding the accuracy, reliability, or completeness of any AI Output.
Except as expressly set forth above with respect to Evaluation AI Services, AI Services are subject to the warranties and disclaimers set forth in the Agreement.
10. LIMITATION OF LIABILITY
TO THE EXTENT AI SERVICES ARE PROVIDED AS EVALUATION AI SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESONATE SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO SUCH EVALUATION AI SERVICES, INCLUDING ANY AI OUTPUT. WITHOUT LIMITING THE FOREGOING, CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH USE OF EVALUATION AI SERVICES AND ANY DECISIONS OR ACTIONS TAKEN BASED ON AI OUTPUT.
EXCEPT AS EXPRESSLY SET FORTH ABOVE WITH RESPECT TO EVALUATION AI SERVICES, AI SERVICES ARE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT.
11. ACCEPTANCE
This Addendum is incorporated into and forms part of the Agreement. Customer agrees to this Addendum by (a) executing an Order that references or incorporates this Addendum; or (b) accessing or using the AI Services, including by clicking “I Agree” or a similar acceptance mechanism presented in connection with such access or use.
Version: April 28, 2026