Overlook Professional Services Addendum

This Professional Services Addendum (this “Services Addendum”) is entered into by and between Overlook AI, Inc., a Delaware corporation (“Overlook”), and the customer identified in the applicable Order Form (“Customer”). This Services Addendum supplements, and is incorporated into, the Overlook Subscription and Software License Agreement between the parties, or such other written subscription agreement that expressly incorporates this Services Addendum (the “Subscription Agreement”). Capitalized terms used but not defined in this Services Addendum have the meanings given to them in the Subscription Agreement.

This Services Addendum governs professional services, onboarding services, training services, configuration assistance, advisory sessions, guided workshops, and related services performed by Overlook in connection with Customer’s subscription to the Overlook platform (collectively, “Professional Services”). Professional Services are provided only when expressly identified in an Order Form, statement of work, service schedule, or other ordering document executed or accepted by the parties (each, a “Services Order”).

1. Relationship to Subscription Agreement

Professional Services are an adjunct to Customer’s subscription to the Overlook platform and are intended to support Customer’s adoption, configuration, and use of the Overlook products. Unless the parties expressly agree otherwise in a signed writing, Overlook does not sell Professional Services as a stand-alone consulting engagement independent of an active subscription. If Customer’s subscription expires or is terminated, Overlook may suspend or discontinue any unfinished Professional Services, and Customer’s access to product-based service outputs will be governed by the Subscription Agreement.

The parties intend this Services Addendum to avoid repetition of provisions already contained in the Subscription Agreement. The Subscription Agreement continues to govern, without limitation, account access, platform use, Customer Data, confidentiality, data protection, security, intellectual property in the Overlook products, warranties, disclaimers, indemnities, limitations of liability, term, termination, export compliance, governing law, and dispute resolution, except to the extent this Services Addendum expressly modifies those terms for Professional Services.

2. Ordering, Scope, and Services Orders

Each Services Order will describe the Professional Services purchased by Customer and may specify the service program, service period, estimated schedule, scoped operating AIs, business units, operating areas, workshops, guided sessions, training sessions, Customer participants, Customer contacts, data loading assistance, configuration activities, fees, invoicing terms, and completion criteria. A Services Order may be included in the same Order Form as Customer’s subscription, attached as an exhibit to the Order Form, or executed as a separate schedule under the Subscription Agreement.

Overlook is not obligated to perform any Professional Services unless those Professional Services are described in an applicable Services Order. Any services, deliverables, integrations, development work, training, workshops, or assistance not expressly described in the applicable Services Order are out of scope.

3. Business-led AI Management Foundations

If a Services Order references Business-led AI Management Foundations, the Professional Services will consist of a guided, time-bound product adoption and initial operating setup program for selected operating AIs. The program may include facilitated completion or interpretation of the Business-led AI Management Scorecard, guided application of the Business-led AI Management Canvas to selected operating AIs, structured translation of Customer-provided assessment and canvas information into Overlook AI Profiles and related product records, configuration assistance for Customer-specific business context and operating areas, training and enablement sessions for Customer users, and a continuation plan or recommended next actions for Customer’s ongoing use of Overlook.

Business-led AI Management Foundations is not a strategy consulting engagement, AI development engagement, model-building engagement, systems integration engagement, regulatory certification engagement, audit engagement, managed services engagement, or guarantee of business impact. The purpose of the program is to help Customer begin using Overlook and Business-led AI Management concepts within the Overlook platform for Customer’s selected operating AIs.

4. Definitions for Services IP and Customer Outputs

“Overlook Materials” means all materials, content, methods, tools, templates, documentation, training materials, workshop decks, facilitator guides, service delivery playbooks, product instructions, worksheets, forms, scoring rubrics, assessment designs, question structures, interpretation methods, canvas structures, canvas designs, frameworks, processes, know-how, methodologies, concepts, examples, sample data, reusable artifacts, and other materials provided, displayed, discussed, or used by Overlook in connection with the Professional Services, whether pre-existing or created, improved, refined, or generalized in connection with the Professional Services.

“Overlook Methodology” means Overlook’s Business-led AI Management methodology and related methods for assessing, organizing, describing, structuring, guiding, interpreting, prioritizing, scoring, or configuring AI management information, including Overlook’s methods for using the Business-led AI Management Assessment, Business-led AI Management Scorecard, Business-led AI Management Canvas, AI Profiles, operating areas, behavior scenarios, key data concepts, tailored model concepts, readiness concepts, guidance concepts, reuse concepts, management workflows, training materials, and related product or service methods.

“Customer Materials” means information, content, data, documents, AI descriptions, business information, operating area descriptions, stakeholder information, priorities, decisions, feedback, examples, records, and other materials provided by or on behalf of Customer to Overlook in connection with the Professional Services.

“Customer Service Outputs” means Customer-specific assessment responses, Customer-specific scorecard results, Customer-specific canvas entries, Customer-specific workshop notes, Customer-specific AI Profile content, Customer-specific product records, and Customer-specific recommendations or continuation plans prepared for Customer in connection with the Professional Services, but excluding Overlook Materials, Overlook Methodology, scoring rubrics, question structures, canvas designs, facilitation methods, training methods, and any generalized or reusable Overlook know-how.

5. Ownership of Customer Materials and Customer Service Outputs

As between the parties, Customer owns all Customer Materials. Customer also owns the Customer-specific factual information and Customer-specific entries reflected in Customer Service Outputs, including Customer’s completed assessment responses, Customer-specific scorecard results, Customer-specific canvas entries, Customer-provided AI descriptions, Customer operating area information, Customer priorities, Customer ownership information, and Customer-specific AI Profile content entered into Customer’s Overlook environment.

Customer Service Outputs that are entered into, imported into, or configured within the Overlook platform will be treated as Customer Data under the Subscription Agreement and will be governed by the data ownership, privacy, security, confidentiality, processing, retention, deletion, and acceptable use terms applicable to Customer Data under the Subscription Agreement and the incorporated data protection and security terms.

Customer is responsible for the accuracy, completeness, legality, and appropriateness of all Customer Materials and Customer Service Outputs. Customer remains responsible for reviewing, validating, approving, maintaining, and updating all information entered into the Overlook platform, including information entered or configured with Overlook’s assistance.

6. Ownership and Protection of Overlook Materials and Methodology

Overlook retains all right, title, and interest in and to the Overlook Materials, Overlook Methodology, Overlook products, Overlook platform, Business-led AI Management Assessment, Business-led AI Management Scorecard, Business-led AI Management Canvas design, scorecard structure, assessment structure, question sequence, scoring methodology, scoring rubrics, weighting logic, interpretation methods, readiness concepts, canvas design, canvas structure, workshop methods, facilitation methods, training methods, service delivery methods, internal playbooks, product workflows, proprietary examples, templates, know-how, and all related intellectual property rights.

No Customer Service Output, completed assessment, completed scorecard, completed canvas, workshop discussion, training session, product configuration, or recommendation transfers ownership of any Overlook Materials or Overlook Methodology to Customer. Customer’s ownership of its Customer-specific entries and Customer-specific outputs does not include any ownership of the assessment instrument, scorecard framework, canvas framework, canvas design, scoring rubric, interpretation logic, facilitation logic, or other Overlook proprietary method used to generate, organize, interpret, or present those Customer-specific entries and outputs.

Overlook owns all improvements, modifications, enhancements, refinements, derivative works, extensions, generalized learnings, generalized methods, reusable know-how, and derivative intellectual property relating to the Overlook Materials, Overlook Methodology, Overlook products, Business-led AI Management Assessment, Business-led AI Management Scorecard, Business-led AI Management Canvas, or Professional Services delivery methods, even if conceived, developed, or refined during or as a result of a Customer engagement, provided that Overlook will not claim ownership of Customer Materials or Customer-specific factual content.

7. Limited Right to Use Services Materials

Subject to the Subscription Agreement, the applicable Services Order, and Customer’s payment of all applicable fees, Overlook grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to use Overlook Materials made available to Customer solely for Customer’s internal adoption and use of the Overlook platform and Business-led AI Management within Customer’s own organization.

Customer may not copy, publish, distribute, disclose, commercialize, resell, sublicense, provide, transfer, train others on, or make Overlook Materials available to any third party, including consultants, systems integrators, software vendors, AI vendors, or professional services providers, except to the extent expressly permitted in a Services Order or approved in writing by Overlook. Customer may not use Overlook Materials or Professional Services to create, support, train, or improve a competing product, service, assessment, scorecard, canvas, framework, methodology, consulting offering, training program, or AI management system.

8. Assessment, Scorecard, Canvas, and Insight Restrictions

Customer acknowledges that the Business-led AI Management Assessment and Business-led AI Management Scorecard contain proprietary Overlook methods, structures, scoring approaches, interpretation methods, and non-public know-how. Customer may use its own assessment responses and Customer-specific scorecard results for internal business purposes in connection with Customer’s subscription, but Customer may not use assessment questions, scoring outputs, score explanations, facilitation comments, interpretation guidance, or insights shared during the engagement to reverse engineer, infer, approximate, replicate, test, benchmark, reconstruct, or derive the assessment methodology, scorecard methodology, question structure, weighting, scoring logic, readiness model, or interpretation framework.

Customer acknowledges that the Business-led AI Management Canvas and related facilitation methods contain proprietary Overlook design choices, structure, conceptual relationships, product-aligned logic, and internal know-how. Customer owns the Customer-specific information entered into the Canvas during the engagement. Overlook retains ownership of the Canvas design, structure, sequence, conceptual organization, instructions, facilitation methods, non-public concepts, and any underlying methodology used to guide Customer through the Canvas.

Insights, comments, explanations, interpretations, examples, recommendations, or guidance provided by Overlook personnel during workshops, training sessions, configuration sessions, or advisory sessions may include Overlook proprietary know-how. Customer may use Customer-specific business recommendations for its internal use with Overlook, but Customer may not extract, compile, generalize, publish, or repurpose Overlook’s proprietary insights or methods to recreate Overlook’s assessment, scorecard, canvas, product workflows, training program, service methodology, or any substantially similar offering.

9. Training Materials and Workshop Safeguards

All training materials, workshop decks, enablement materials, facilitator guides, canvas instructions, scorecard interpretation methods, role-based guidance, service playbooks, product guidance materials, and similar materials remain Overlook Materials. Customer may use such materials only for internal adoption and use of Overlook during the applicable subscription term, unless a Services Order states a different permitted use.

Customer may not record, transcribe, scrape, copy, extract, or otherwise capture any training session, workshop, guided session, enablement session, or advisory session without Overlook’s prior written consent. Customer may not provide recordings, transcripts, screenshots, decks, templates, or training materials to third parties without Overlook’s prior written consent. Overlook may update, replace, withdraw, or modify training materials and service materials at its discretion.

10. Confidentiality and Customer Information

Customer Materials and Customer-specific engagement information will be treated as Customer’s Confidential Information under the Subscription Agreement. Overlook will use Customer Materials only as reasonably necessary to provide Professional Services, provide and support the Overlook platform, comply with the Subscription Agreement, and exercise rights expressly permitted under the governing agreements.

Overlook Materials, Overlook Methodology, non-public product concepts, internal service methods, pricing, training content, workshop methods, and implementation know-how are Overlook’s Confidential Information. Customer will protect those materials and information in accordance with the confidentiality obligations in the Subscription Agreement and will not use them except as expressly permitted by this Services Addendum.

11. Sensitive Data and Privacy

Customer will not provide, submit, upload, or disclose to Overlook during any Professional Services engagement any protected health information, payment card data, special category personal data, classified information, export-controlled technical data, or other restricted or sensitive information unless expressly authorized in the Subscription Agreement, an applicable data processing agreement, or a written Services Order signed by Overlook.

The privacy, data protection, security, data ownership, and processing rules established by the Subscription Agreement, Data Processing Addendum, Privacy Policy, Security Addendum, and other applicable platform terms apply to Customer Data entered into the Overlook SaaS products, including Customer Service Outputs loaded into Customer’s Overlook environment.

12. No AI Development, Integration, Compliance, or Outcome Guarantees

Unless expressly stated in a signed Services Order, Professional Services do not include custom AI development, model training, model tuning, model deployment, software development, custom integrations, data cleansing, data migration, ETL work, security assessments, penetration testing, regulatory assessments, legal advice, compliance advice, audit services, risk certification, accounting advice, financial advice, human resources advice, or ongoing managed services.

Overlook does not guarantee that Professional Services will produce any particular AI readiness level, assessment result, score, business impact, financial return, adoption rate, AI performance improvement, model performance improvement, compliance status, risk reduction, operational result, or strategic outcome. Customer remains solely responsible for its AI systems, operational decisions, governance decisions, compliance decisions, business decisions, and actions taken based on Professional Services or Customer Service Outputs.

13. Delivery, Acceptance, and Completion

Unless a Services Order states otherwise, Professional Services are deemed completed and accepted when Overlook completes the applicable service activity, makes the applicable Customer Service Output available to Customer, creates or configures the applicable product record in Customer’s Overlook environment, delivers the applicable training or enablement session, or delivers the applicable continuation plan or recommendation.

If a Services Order provides a review period for Customer Service Outputs, Customer must notify Overlook in writing of any material nonconformity with the Services Order during the review period. Customer’s sole remedy for a timely and valid nonconformity notice is Overlook’s commercially reasonable effort to correct the nonconforming Customer Service Output or re-perform the affected Professional Service. If Customer does not provide timely written notice, the Customer Service Output will be deemed accepted.

14. Customer Participation and Delay

Customer’s timely participation is a material condition to Overlook’s performance. Customer will provide timely access to Customer personnel, business stakeholders, subject matter experts, relevant business information, scoped AI information, Customer systems where applicable, decisions, approvals, and feedback reasonably required for Overlook to perform the Professional Services.

If Customer delays, reschedules, fails to provide required inputs, fails to make required personnel available, fails to attend scheduled sessions, or otherwise prevents or delays performance, Overlook may adjust schedules, pause performance, deem affected activities completed, charge for unused or rescheduled time if stated in the Services Order, or require a change order.

15. Change Control

Any request to increase scoped operating AIs, add workshops, add business units, add stakeholder groups, expand data loading support, add custom deliverables, perform technical integrations, extend the service period, change completion criteria, or materially alter the Professional Services requires a written change order, amended Order Form, or amended Services Order executed or accepted by the parties.

Overlook is not obligated to begin work on any changed or expanded scope until the parties have agreed to the change in writing, including any associated fees, schedule adjustments, and dependency changes.

16. Subcontractors, Coaches, and Personnel

Overlook may use employees, contractors, affiliates, certified coaches, subcontractors, or other service providers to perform Professional Services. Overlook will remain responsible for their performance under this Services Addendum and will ensure they are subject to confidentiality and intellectual property protection obligations materially consistent with those applicable to Overlook.

17. Fees, Bundling, Expiration, and Cancellation

Fees for Professional Services will be stated in the applicable Order Form or Services Order and may be charged as separate fees, bundled with subscription fees, discounted as part of a launch package, prepaid, milestone-based, fixed-fee, or otherwise structured as stated in the applicable ordering document. Unless the Services Order states otherwise, Professional Services fees are non-refundable and not contingent on Customer’s achievement of any business outcome.

Unused sessions, workshops, service hours, enablement sessions, or other Professional Services expire at the end of the service period stated in the Services Order. If no service period is stated, Professional Services expire at the earlier of completion of the scoped Professional Services or ninety (90) days after the applicable Order Form effective date. Customer cancellations, rescheduling requests, missed sessions, and delays may be subject to additional terms stated in the applicable Services Order.

18. Warranty; Disclaimer

Overlook will perform Professional Services in a professional and workmanlike manner. Customer’s sole remedy for breach of this warranty is re-performance of the nonconforming Professional Services, provided that Customer notifies Overlook of the nonconformity within thirty (30) days after performance.

Except for the express warranty in this Section, Professional Services and Customer Service Outputs are provided “as is” and “as available,” and Overlook disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

19. Limitation of Liability

The limitations of liability, exclusions of damages, and liability caps in the Subscription Agreement apply to Professional Services, this Services Addendum, and all Services Orders. For clarity, any liability arising from Professional Services will be included within, and not in addition to, the aggregate liability cap in the Subscription Agreement unless a Services Order expressly states otherwise.

20. Order of Precedence

If there is a conflict among documents governing Professional Services, the following order of precedence applies solely with respect to the Professional Services: first, the applicable Order Form or Services Order; second, this Services Addendum; third, the Subscription Agreement; and fourth, any referenced policies or exhibits. Notwithstanding the foregoing, provisions addressing ownership of Customer Data, data privacy, data security, acceptable use, limitations of liability, indemnity, confidentiality, export compliance, governing law, and dispute resolution in the Subscription Agreement continue to apply except to the extent this Services Addendum expressly modifies them for Professional Services.

21. Survival

Sections relating to ownership, restrictions, confidentiality, data and privacy, payment obligations, disclaimers, limitations of liability, dispute resolution, and any other provisions that by their nature should survive will survive expiration or termination of this Services Addendum, the Subscription Agreement, or any Services Order.