AI ADDENDUM TO CUSTOMER AGREEMENT

This Addendum (“Addendum”) supplements and forms part of the Customer Agreement (the “Agreement”) between the customer (“Customer”) and TRM Labs Inc. (“Company” or “TRM”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement.  This Addendum shall be applicable for any Customer who purchases any TRM products or services containing any artificial intelligence-powered component (“AI Services”).

1. Compliance with Artificial Intelligence Laws

• Customer shall not use any Services in any manner that violates, or causes the Company to violate, any applicable laws, regulations, or binding guidance governing artificial intelligence systems, including but not limited to:
  • prohibited uses as set forth in Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”), and
  • any equivalent or successor AI laws, regulations, or enforceable codes of conduct applicable in jurisdictions where the Services are offered or used.
• Customer shall be solely responsible for ensuring compliance with all internal policies, guidelines, or restrictions governing the use of artificial intelligence that are imposed by Customer’s organization, employer, or any affiliated entity.

2. Restrictions on Use Resulting in High-Risk or High-Impact Classification

• Customer shall not use the Services, or input, integrate, or otherwise combine any data, functionality, or external system with the Services, in a manner that would cause the Services—whether independently or in combination with such inputs—to qualify as a “high-risk AI system” as defined under Title III of the EU AI Act, or a “high-impact” system under current US regulation (i.e., OMB Memorandum M-25-22), each including any future amendments, implementing acts, or delegated regulations thereto.
• Customer is solely responsible for assessing and ensuring that its use of the Services does not subject the Services or any component thereof to high-risk obligations under the EU AI Act or high-impact obligations under applicable US regulation, and shall promptly notify the Company in writing if it becomes aware of any such risk.

3. Use of Third‑Party AI Models.

Customer acknowledges and agrees that, in providing the AI Services, Company may use third‑party artificial intelligence models, APIs, and hosting providers (collectively, “AI Sub‑processors”). Company will remain responsible for the performance of AI Sub‑processors and will ensure they are bound by written agreements that provide protections for Customer Data that are no less protective than those set out in the Agreement (including any applicable data protection addendum). Customer authorizes Company to transfer Customer Data to such AI Sub‑processors solely as necessary to provide and maintain the AI Services and for no other purpose (including training such third‑party foundation models on Customer Data) unless otherwise agreed in writing.

4. Ownership of Input and Output

Customer may provide inputs to the AI Services (“Input”) and receive output generated by the Services based on such Input and on data and functionality made available by TRM (including TRM’s graph, models, and analytics) (“Output”). As between Customer and Company, and to the extent permitted by applicable law:

• Customer retains all ownership rights in the Input and in any portion of the Output that consists of Customer Data (as defined in the Agreement);
• Company retains all ownership rights in the Platform, the TRM graph and attribution, models, software, algorithms, and any other TRM materials or Services IP (as defined in the Agreement), including where such materials are reflected or visualized in the Output; and
• Company assigns to Customer all right, title, and interest, if any, in and to the novel elements of the Output that are not TRM materials or Services IP, and grants Customer a non‑exclusive license to use any TRM materials or Services IP reflected in the Output solely as part of, and in accordance with, the Agreement and this Addendum.

5. Customer Responsibilities and Representations

Customer acknowledges and agrees that it is solely responsible for:

• all Input provided to the AI Services;
• ensuring that it has obtained all necessary rights, licenses, and permissions to provide such Input; and
• evaluating the Output for accuracy, completeness and appropriateness for its use case, including determining when human review is required before acting on an Output.

Customer understands that, due to the probabilistic nature of AI models, Outputs may be inaccurate, incomplete, misleading, out of date, or otherwise unreliable, and that factual assertions in Outputs must not be relied upon without independent verification. Outputs are generated by the models and do not necessarily reflect the views or positions of Company or its third‑party AI model providers.

Customer agrees to use Outputs as an aid to, and not a replacement for, its own judgment and internal review processes and represents and warrants that all Output will be used solely for internal purposes

6. Use of Customer Data and Usage Data

Any Input will be treated as Customer Data under the Agreement. Subject to the Agreement, applicable law, and Company’s agreements with third‑party AI model providers, Company may use Customer Data to provide, secure, and improve the AI Services. Notwithstanding the foregoing, neither Company nor any third‑party AI model provider will train its models on Customer Data, unless otherwise expressly agreed in writing. Company and/or its third‑party AI model providers may also receive data relating to access to, use of, and interaction with the Customer’s use of the AI Services, including technical logs, feature utilization, clickstream data, session data, and related metadata (“Usage Data”). Company uses Usage Data to monitor compliance with the Agreement, this Addendum, and any applicable acceptable use policies with third‑party AI model providers, as well as to understand overall AI Service performance and collect general feedback on the usefulness of the AI Services. Usage Data does not include Customer Data.

7. Disclaimer and Limitation of Liability

TRM shall have no obligation to defend, indemnify, or hold harmless Customer from or against any claims, damages, losses, liabilities, or expenses (including attorneys’ fees) arising out of or related to: Customer’s use of, reliance on, or distribution of any outputs, content, or other materials generated by Customer through the use of the AI Services. The Output is provided as-is. TRM makes no representation or warranty regarding the legality, accuracy, originality, or fitness for a particular purpose of such Outputs. Customer assumes sole responsibility for evaluating and using any such Outputs, including ensuring compliance with applicable laws and third-party rights.

8. Suspension of Services.

Company reserves the right, in its sole discretion and at any time, to pause, suspend, or disable access to any part or all of the AI features, with or without notice, including where necessary to comply with applicable law, mitigate risk, address security or performance concerns, or in response to suspected misuse or violation of the Agreement.

9. Conflict

In the event of any conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall govern with respect to the subject matter herein.