Business-led AI Management Foundations Service Schedule

This Business-led AI Management Foundations Service Schedule (this “Service Schedule”) is a service-specific schedule under the Overlook Professional Services Addendum (the “Services Addendum”) and the Overlook Subscription and Software License Agreement (the “Subscription Agreement”). This Service Schedule describes the standard launch professional services program that may be ordered by Customer in an applicable Order Form or Services Order.

This Service Schedule is not effective unless incorporated into an Order Form or Services Order executed or accepted by the parties. Capitalized terms used but not defined in this Service Schedule have the meanings given to them in the Services Addendum or Subscription Agreement.

1. Service Purpose

Business-led AI Management Foundations is a guided product adoption and initial operating setup program intended to help Customer begin using Overlook for selected operating AIs. The program is designed to support Customer’s completion of the Business-led AI Management Assessment or Scorecard, application of the Business-led AI Management Canvas, entry or configuration of Customer-specific AI management information in the Overlook platform, and enablement of Customer users for continued use of Overlook workflows.

The program is intended to make Customer’s subscription more valuable by accelerating adoption of the Overlook platform. It is not intended to replace the Overlook product, operate as a stand-alone consulting product, or provide outsourced AI management, custom AI development, systems integration, or regulatory certification.

2. Scoped Activities

Subject to the applicable Order Form or Services Order, Overlook may provide guided sessions to assist Customer in completing or interpreting the Business-led AI Management Assessment or Scorecard. Overlook may facilitate identification and prioritization of selected operating AIs to include in the initial scope, guide Customer through use of the Business-led AI Management Canvas for scoped operating AIs, assist Customer in translating Customer-provided assessment and canvas information into AI Profiles and related product records, assist with configuration of Customer-specific business context, operating areas, ownership fields, and initial AI management data, provide training and enablement sessions for Customer users, and provide a continuation plan or recommended next actions for Customer’s ongoing use of Overlook.

Overlook’s role is to facilitate, guide, configure, train, and assist. Customer remains responsible for Customer’s business decisions, AI systems, operating priorities, AI descriptions, assessment responses, canvas entries, approvals, governance decisions, compliance decisions, and ongoing use of the Overlook platform.

3. Scope Variables to Be Completed in the Order Form

The applicable Order Form or Services Order should identify the number of operating AIs to be surveyed, assessed, canvased, configured, or loaded into Overlook; the number and type of workshops, guided sessions, or training sessions; the business units, operating areas, or stakeholder groups included; the level of data loading or configuration assistance; the intended training participants; the associated subscription tier or product environment; the named Customer contacts and required participants; the estimated timeline and service period; the completion criteria; and the fees and invoicing schedule.

If any scope variable is omitted, Overlook may make reasonable assumptions consistent with the purchased services package and may limit performance to the level reasonably supported by the fees, service period, Customer availability, and product environment identified in the applicable Order Form.

4. Customer Responsibilities

Customer will identify the operating AIs, business owners, subject matter experts, stakeholders, and Customer personnel required for the engagement. Customer will provide timely access to relevant business information, AI descriptions, internal materials, decisions, approvals, and participants. Customer will review and validate information entered into Overlook, including AI Profile content, scorecard responses, canvas entries, operating area information, ownership information, and continuation plan inputs.

Customer represents that it has all rights necessary to provide Customer Materials to Overlook for use in the Professional Services. Customer will not submit prohibited sensitive data unless expressly permitted by the governing agreements. Customer remains responsible for its AI systems, vendors, models, data sources, controls, legal obligations, regulatory obligations, operational uses, and decisions made before, during, or after the engagement.

5. Deliverables and Customer Service Outputs

The specific Customer Service Outputs will be those identified in the applicable Order Form or Services Order. Customer Service Outputs may include Customer-specific assessment responses, Customer-specific scorecard results, Customer-specific canvas entries, workshop notes reflecting Customer-provided information, AI Profiles or related product records configured in Overlook, training sessions, enablement materials provided for Customer’s permitted internal use, and a continuation plan or recommended next actions.

Customer owns the Customer-specific factual content and Customer-specific entries contained in those Customer Service Outputs, subject to the Services Addendum and Subscription Agreement. Overlook retains all ownership of the Business-led AI Management Assessment, Business-led AI Management Scorecard, Business-led AI Management Canvas design, product workflows, templates, training content, facilitation methods, scoring methods, interpretation methods, and related Overlook Materials and Overlook Methodology.

6. Acceptance and Completion

Unless the applicable Order Form states otherwise, assessment support is deemed accepted when the assessment session is completed, the facilitated assessment response is delivered, or the scorecard result is made available in Overlook. Canvas support is deemed accepted when the applicable canvas-guided notes, structured data, or Customer-specific canvas entries are made available to Customer for review. Product setup is deemed accepted when the relevant AI Profiles or related records are made available in Customer’s Overlook environment. Training is deemed accepted when the applicable session is delivered or materials are made available. A continuation plan is deemed accepted when delivered.

If the applicable Services Order includes a review period, Customer must provide written notice of any material nonconformity during that review period. If no review period is specified, the review period will be five (5) business days after delivery or availability of the applicable Customer Service Output. Customer’s sole remedy for a timely and valid notice is correction or re-performance as described in the Services Addendum.

7. Exclusions

Unless expressly included in a signed Services Order, Business-led AI Management Foundations excludes custom AI development, model training, model tuning, model deployment, software engineering, custom integrations, data cleansing, data migration, ETL, system integration work, security assessments, penetration testing, formal controls testing, legal advice, regulatory advice, compliance advice, audit services, risk certification, financial advice, accounting advice, human resources advice, management consulting unrelated to adoption or use of Overlook, and ongoing managed services.

Overlook does not guarantee business impact, return on investment, AI readiness, adoption, compliance, risk reduction, model performance, AI performance, operational performance, or any particular scorecard result or readiness level.

8. Intellectual Property and Use Restrictions

Customer’s rights in the Business-led AI Management Assessment, Business-led AI Management Scorecard, Business-led AI Management Canvas, training content, templates, workshop methods, facilitation methods, and service materials are limited to the rights expressly granted in the Services Addendum. Customer may not use scorecard results, canvas discussions, training explanations, engagement insights, or guidance provided by Overlook to reverse engineer, infer, approximate, reproduce, or create a competing assessment, scorecard, canvas, AI management framework, professional services methodology, software workflow, or training program.

Customer may use its own Customer-specific assessment responses, Customer-specific scorecard results, Customer-specific canvas entries, AI Profile content, and continuation plan for internal business purposes in connection with Customer’s Overlook subscription. Customer may not separate those Customer-specific outputs from the Overlook Materials or Overlook Methodology in a manner that misappropriates, discloses, or reconstructs Overlook’s proprietary methods.

9. Fees, Service Period, and Expiration

Fees, billing treatment, bundling, promotional discounts, invoicing schedule, and payment timing will be stated in the applicable Order Form or Services Order. Services may be included as part of a launch package, separately priced, discounted, prepaid, or bundled with subscription fees.

Unless the applicable Order Form states otherwise, unused workshops, sessions, service time, and service activities expire at the end of the service period and do not roll over, convert into subscription credits, or create refund rights. If Customer terminates or fails to maintain the associated subscription, Overlook may terminate remaining services and Customer’s access to product-based outputs will be governed by the Subscription Agreement.

10. Change Control

Any expansion of scoped operating AIs, workshops, stakeholder groups, business units, training participants, data loading assistance, integrations, custom deliverables, timelines, or completion criteria requires an executed change order, amended Order Form, or amended Services Order. Overlook may decline out-of-scope requests unless and until the parties agree to the applicable changes in writing.

11. Order Form Fields

The parties may complete the following fields in the applicable Order Form: service package name; number of operating AIs included; number of assessment or scorecard sessions; number of canvas workshops; number of training sessions; number of business units or operating areas included; level of data loading assistance; Customer executive sponsor; Customer project lead; required Customer participants; product environment; service period; target schedule; completion criteria; fees; invoicing schedule; cancellation rules; and any approved special terms.