Enterprise Terms of Use

Account Registration and Responsibilities

1.1 Account Registration. By creating an account to use or access Haiku ("Account"), you agree to provide true, accurate, current, and complete information as prompted by the registration form ("Registration Data"); and to maintain and promptly update such information to keep it true, accurate, current, and complete.

1.2 Admin. The first Authorized User who registers to Haiku and opens the Account shall automatically be defined as the administrator of the Account ("Admin"). You acknowledge and agree that the Admin shall be deemed the authorized representative of yours, the Customer, for all purposes, including but not limited to: (i) managing permissions and access to Haiku for individuals so they are Authorized Users; (ii) controlling the use of the Account by other Authorized Users; (iii) purchasing, upgrading, downgrading, or terminating Plans or the use of Haiku; and (iv) managing permissions and access to Haiku. Notwithstanding the above, Customer may assume control of the Account and replace the Admin at any time.

1.3 Account and Access Responsibilities. You are solely responsible for: (a) obtaining and maintaining any equipment, infrastructure, and ancillary services needed to connect to, access, or otherwise use Haiku and the Services, including downloading Haiku's extensions and add-ons made available as part of the Services; and (b) providing WalkMe and its personnel with support and system access as may be reasonably needed to perform or support Haiku and the Services. You may need to update third-party software from time to time in order to use Haiku or the Services.

1.4 Inactive Account. WalkMe shall be entitled to remove or delete any Customer Data from its systems if your Account has not been signed into or used by you or any Authorized User in the preceding six (6) months, without notice.

License to Use Haiku

2.1 License Grant. Subject to these Terms WalkMe grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use Haiku and the Services during the applicable Plan Term (as defined below), solely for your internal business purposes, and in accordance with the Documentation and the terms associated with your Account according to your Subscription Plan. Without limiting the foregoing, only you and the Authorized Users are permitted to access and use Haiku to build workflows and guides for usage across your organization.

2.2 License Restrictions. Other than the rights expressly specified in these Terms, WalkMe reserves all rights in Haiku and the Services, and no other right or interest whatsoever is granted to Customer. Without limiting the foregoing, Customer and Authorized Users may not: (a) use Haiku and the Services for purposes other than the purposes for which they are intended as defined in the Documentation; (b) use Haiku and the Services beyond the permitted scope, quantities, or usage limits applicable to the Account or otherwise designated by WalkMe, including without limitation by using Haiku and the Services in excess of the number of Authorized Users included in your Subscription Plan; (c) lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use Haiku and the Services to third parties; (d) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying components, algorithms, and systems of the Haiku and Services (except to the extent such restriction is prohibited by applicable law); (e) use Haiku and the Services for any purpose other than the purpose set out in the Documentation.

Support

WalkMe shall use commercially reasonable efforts to provide you with support services in respect of Haiku. To the extent support is provided by a chat-bot, Customer acknowledges and agrees that such support includes AI-powered tools.

Consideration

4.1 Subscription Offers. WalkMe offers Haiku under various Subscription Plan, some of them free of charge, and some – paid, as detailed on the Website. As a Customer, you are eligible to the license to use Haiku hereunder, free of charge up to 300 logins, provided, and for as long as, you maintain a paid-for license to at least one of the following WalkMe offerings: WalkMe for Employees, WalkMe for Customer, Learning Arc ("Enterprise Subscription Plan").

4.2 Fees. If Customer selects a paid Plan, Customer agrees to timely pay all applicable fees due for Haiku in accordance with the selected plan ("Fees"). For such paid Plans, Fees constitute Customer's consideration under these Terms. For monthly Plans, any Fees expressed in a fixed monthly amount may be prorated for any partial month of service based on the number of days the Plan was in effect during the month and the actual number of days in such month. For annual Plans, all Fees paid are strictly non-refundable.

Notwithstanding Section 4.1 above, Fees may also be charged for certain new features, functionalities or add-ons, added as anticipated in Section 6.2 below.

4.3 Payment Terms. All amounts due and payable hereunder shall be paid (a) in the currency identified in the selected Plan, and (b) by credit or debit card via an authorized WalkMe payment processor, or by any other method approved in writing by WalkMe. By providing the payment method, you represent and warrant that you are fully authorized to use such card for payment of the Fees.

4.4 Taxes. Fees do not include Taxes, all of which will be for Customer's account. Customer is responsible for paying all Taxes associated with its applicable Plan. If WalkMe is required to pay or collect Taxes for which Customer is responsible, Customer will reimburse WalkMe for those amounts and indemnify WalkMe for any Taxes and related costs paid or payable by WalkMe attributable to those Taxes. "Taxes" means all transactional taxes, levies, and similar charges (and any related interest and penalties) such as federal, state, or local sales tax, value-added tax, goods and services tax, use tax, property tax, excise tax, service tax, or similar taxes.

Customer's Obligations

5.1 Customer and Authorized Users may not: (a) bypass or breach any security device or protection used by Haiku and the Services; (b) input, upload, transmit, or otherwise provide to or through Haiku and the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (c) use Haiku and the Services in any illegal or fraudulent manner or in any way that infringes, misappropriates, or otherwise violates these Terms or the rights of any third party; (d) allow any third party to access Haiku; (e) remove or alter any trademark, logo, copyright, or other proprietary notices associated with the Services; (f) use Haiku and the Services in a manner that overburdens, interferes with, or disrupts the integrity or performance of our systems or infrastructure.

5.2 You agree to notify WalkMe immediately of any unauthorized use of your Account or any other breach of security. You are solely responsible for (i) all activities, acts, and omissions that occur under your Account and the manner you and the Authorized Users use Haiku and the Services; (ii) all Customer Data including Customer's rights to use Customer Data in connection with Haiku and the Services; and (iii) all acts and omissions of your Authorized Users. You expressly waive any claims of any kind against WalkMe for any damages and losses incurred as a result of your and your Authorized Users' use of Haiku and the Services.

AI Capabilities; Improvements and Modifications

6.1 To the extent generative AI or agentic AI ("AI Technology") are made available by Haiku, the Documentation will state so. Any use of such AI Technology by you is subject to WalkMe AI Terms located at https://www.walkme.com/walkme-ai-terms/ as such terms may be updated or modified from time to time.

6.2 WalkMe may add, improve modify, update, or discontinue any feature, functionality, or tool within Haiku or the Services at its discretion. Updates to Haiku and/or Services should be accepted and implemented by you. Certain new features, functionalities, tools or add-ons may be offered to you, at your option, against Fee or additional Fee, as applicable. If WalkMe makes a material adverse change to the core functionality of Haiku or the Services, a notice will be provided in Haiku or on the website located at https://gethaiku.ai ("Website").

6.3 You acknowledge that your purchase or use of Haiku and Services is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by us regarding future functionality.

Proprietary Rights

7.1 Proprietary Rights. WalkMe owns and shall retain all right, title, and interest, including Intellectual Property Rights, in and to Haiku and the Services. Subject to WalkMe's ownership rights in Haiku and the Services as set forth herein, WalkMe does not claim ownership rights to Customer Data. "Customer Data" means any content, materials, data, and information that Authorized Users use while using Haiku, enter into Haiku or the Services, or that Customer derives from use of Haiku, including the Haikus. "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secrets, know-how or confidentiality rights, trademarks, trade names and service marks, and any other intangible property rights, whether registered or unregistered, in any country.

7.2 License to WalkMe; Feedback. Customer hereby grants to WalkMe and its Affiliates a perpetual, irrevocable, worldwide, non-exclusive, and royalty-free license to use the Customer Data for the purpose of providing, maintaining, and improving Haiku and the Services to Customer pursuant to these Terms. Customer acknowledges and agrees that WalkMe will exclusively own all right, title, and interest in and to all inputs, feedback, suggestions, proposals or ideas that Customer provides relating to Haiku and the Services. For the purpose hereof "Affiliate" means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party. For the purposes of these Terms, "control" means the direct or indirect ownership of more than 50% of the voting securities or other ownership interest of such entity or party.

Confidentiality

8.1 Confidential Information. "Confidential Information" means any information disclosed by WalkMe or Customer (the "Disclosing Party") to the other (the "Receiving Party"), that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances. Haiku and the Services shall be deemed WalkMe's Confidential Information. Confidential Information does not include information that is: (i) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the Receiving Party; (ii) already known by the Receiving Party prior to its receipt from the Disclosing Party; (iii) independently developed by the Receiving Party without use of or reference to Confidential Information; or (iv) rightfully obtained by the Receiving Party from other unrestricted sources.

8.2 Protection of Confidential Information. All Confidential Information shall (i) not be copied, distributed, disseminated, or made available without the prior written consent of the Disclosing Party; (ii) be maintained in confidence using the same degree of care that the Receiving Party takes to protect its own confidential information, but in no event less than reasonable care; (iii) may only be disclosed to those employees and/or contractors of the Receiving Party who have a need to know in connection with purposes consistent with these Terms, and who are bound by written confidentiality obligations no less restrictive than those set forth herein; and (iv) shall not be used by the Receiving Party for any purpose, except for the purposes of these Terms. If the Receiving Party is compelled by law to disclose any Confidential Information of the Disclosing Party, then, to the extent permitted by applicable law, the Receiving Party shall promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement.

8.3 Expiration. The provisions of this Confidentiality provision shall survive the natural expiration or termination of these Terms for any reason for a period of three (3) years or for seven (7) years following disclosure, whichever is earlier, provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party.

Warranties

9.1 WalkMe represents and warrants that during the Plan Term Haiku will materially perform in accordance with the Documentation.

9.2 Exclusive Warranty. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WALKME EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ANY WARRANTY ARISING BY OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE, AND ANY WARRANTIES REGARDING THE ACCURACY OF INFORMATIONAL CONTENT AND ANALYTICAL DATA, OR THAT THE OPERATION OF HAIKU AND THE SERVICES WILL BE BUG- OR ERROR-FREE OR UNINTERRUPTED. WALKME MAKES NO WARRANTY THAT THE SERVICES WILL BE ABLE TO ACHIEVE ANY SPECIFIC RESULTS EXCEPT AS EXPRESSLY STATED IN THE DOCUMENTATION.

Third Party Claims

10.1 Claims Brought Against Customer. For Customers on a paid Plan only, WalkMe will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer's and its Affiliates' use of Haiku infringes or misappropriates a patent claim, copyright, or trade secret right. WalkMe will indemnify such paying Customer against all damages finally awarded against Customer (or the amount of any settlement WalkMe enters into) with respect to these claims. Notwithstanding the foregoing, WalkMe shall have no defense or indemnification obligations whatsoever toward any Customer accessing or utilizing Haiku and the Services on a free-of-charge basis. WalkMe's obligations under this provision will not apply if the claim results from: (a) use of Haiku and/or the Services in conjunction with any product or service not provided by WalkMe; (b) use of Haiku and/or the Services free of charge; (c) undertakings, acts, or omissions of Customer; (d) Customer's failure to timely notify WalkMe in writing of any such claim if WalkMe is prejudiced by such failure or delay; or (e) any use of Haiku and/or the Services not permitted under these Terms.

10.2 Remedy for Claims. If a third party makes a claim or, in WalkMe's reasonable opinion, is likely to make such a claim, WalkMe may at its sole option and expense: (a) procure for Customer on a paid Plan the right to continue using Haiku and to terminate the license of free of charge Plan Customers; or (b) replace or modify Haiku to be non-infringing without a material decrease in functionality. If these options are not reasonably available, WalkMe or Customer may terminate Customer's Plan upon written notice. If a paid Plan is terminated under this provision, WalkMe will refund to Customer fees paid for the infringing items in an amount prorated to reflect the period of time between the date Customer was unable to use Haiku and the remaining days in the current Plan Term.

10.3 Procedure. The party against whom a third-party claim is brought (the "Named Party") will timely notify the other party (the "Defending Party") in writing of any such claim. The Defending Party will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the Named Party. The provisions of this Third Party Claims provision state the sole, exclusive, and entire liability of the parties with respect to covered third-party claims and Intellectual Property infringement.

Limitation of Liability

11.1 In no event will: (i) either WalkMe or Customer be liable to the other for any special, incidental, consequential, or indirect damages, loss of goodwill, loss of data, loss of revenue, or business profits, work stoppage, or for exemplary or punitive damages; (ii) WalkMe be liable to Customers subscribed to a free-of-charge Subscription Plan, for any direct costs, losses, expenses or damages; and (iii) WalkMe have no liability whatsoever for any claims, damages, losses, costs, or expenses arising out of or in connection with any Customer Data, including but not limited to their content, accuracy, legality, or any infringement of third-party rights arising therefrom; or any act or omission of Customer in connection with Customer's responsibilities as set forth in these Terms.

11.2 Subject to the applicable law the maximum aggregate liability of WalkMe to Customer will not exceed the annual Fees actually paid by Customer for Haiku during the twelve (12) month period preceding the event giving rise to liability.

Term and Termination

12.1 Term. These Terms commence on the Effective Date and will remain in effect for a duration of twelve (12) months (including any renewal periods), unless otherwise terminated in accordance with the provisions herein ("Plan Term").

12.2 Termination. Either WalkMe or Customer may terminate these Terms by providing written notice of termination to the other party if: (i) the other party is in material breach of these Terms and fails to cure that breach within thirty (30) days after receipt of formal written notice describing the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. Notwithstanding the above, for Customers with a free-of-charge Plan, either party may terminate these Terms at any time by providing written notice of termination to the other party.

12.3 Effects of Termination. In the event of termination: (i) all rights granted hereunder shall immediately expire; (ii) you and any Authorized Users of your Account will no longer have access to your Account, Haiku and any Customer Data which was not downloaded and kept by you independently prior to the termination; (iii) WalkMe shall have no obligation to continue providing Haiku or any Services after the effective date of the termination; except WalkMe shall provide Customer access to its account, at no additional fees, for a period of thirty (30) days following termination or expiration of these Terms, for the sole purpose of exporting any stored content created by Customer and Authorized Users using Haiku; (iv) any provision of these Terms that, by its nature and context, is intended to survive termination (including, Customer's obligation to pay any unpaid Fees) will survive any termination of these Terms; and (v) If terminated by WalkMe due to Customer's uncured material breach, the total remaining Fees payable shall immediately become due.

Privacy and Data Protection; Security

13.1 Privacy and Data Protection. Solely to the extent necessary for the provision of Haiku and the Service to the Customer, WalkMe (in its capacity as Data Processor) may from time to time be provided with, or have access to, information of Customer (in its capacity as Data Controller), which may qualify as Personal Data (as these terms are defined in the DPA). For the purpose of these Terms, Parties' rights and obligations with respect to the personal data processing activities shall be subject to the Data Processing Agreement ("DPA") available at: https://gethaiku.ai/dpa.

13.2 Security. WalkMe complies with security standards, such as encryption of data in motion over public networks and auditing standards (such as SOC 2 and ISO 27001:2013). Furthermore, Customer Data and Confidential Information are stored with logical separation from information of other customers. In addition, WalkMe shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative, physical, and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction, and control of information. Such policies and procedures will include encryption of data, virus detection, and firewall utilization.

13.3 Suspension of Services. Without limiting any other right or remedy available to WalkMe, WalkMe reserves the right to suspend or otherwise deny access to Haiku, the Services, or any part thereof if: (i) WalkMe reasonably believes that a third party has gained or may gain unauthorized access to any portion of Haiku or the Services using any of your credentials; (ii) WalkMe reasonably believes that Customer (or their Authorized Users) has - or intends to - violate, or assist others to violate, these Terms; or (iii) Customer fails to timely pay any Fees due to WalkMe. WalkMe shall have no liability for any damages, liabilities, losses, or other consequences that Customer or any third party may incur as a result of such suspension.

Modification of Terms

14.1 Updates to Terms. We reserve the right to modify these Terms from time to time. When changes are made, the new Terms will be made available on the Website. Your continued use of Haiku or Services after changes become effective constitutes your acceptance of the new Terms.

14.2 Supplemental Terms. Your use of certain services (including specific parts, features or functionalities within Haiku and the Services) may be subject to additional terms, policies, or guidelines (collectively, "Supplemental Terms") which will be presented to you for your acceptance when you sign up to use the applicable service or feature, or as otherwise listed in the Documentation. By accessing or using any such service or feature, you agree to be bound by the applicable Supplemental Terms. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the applicable service or feature.

Miscellaneous

15.1 Publicity. WalkMe may use Customer's name and/or logo to identify Customer as a customer of WalkMe, including on the Website and marketing materials. Any such use shall be subject to compliance with any written guidelines that Customer may deliver to WalkMe. Customer hereby grants WalkMe a non-exclusive, worldwide, royalty-free license to utilize its name and logo for these purposes.

15.2 Assignment. Without WalkMe's prior written consent, Customer may not assign, delegate, or otherwise transfer the Terms. WalkMe may assign these Terms to SAP SE or any of its Affiliates.

15.3 Governing Law and Jurisdiction. The law that will apply in any dispute arising out of or in connection with these Terms, and the courts that have jurisdiction, depend on the WalkMe entity entering into these Terms, as detailed below:

15.4 Export Restrictions. Customer's use of Haiku and the Services is subject to compliance with United States, European Union, and other applicable country export control and trade sanctions laws and regulations, including, without limitation, the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury ("Export Control and Sanctions Laws"). Customer shall be solely responsible for complying with, and monitoring changes to, the Export Control and Sanctions Laws. Customer represents and warrants that it (i) is not located in, operating from, established under the laws of, or otherwise ordinarily resident in Cuba, Iran, North Korea, Syria, the so-called Donetsk People's Republic (DNR) / Luhansk People's Republic (LNR), or the Crimea region of Ukraine (the "Sanctioned Countries") and will not use Haiku and the Services from the Sanctioned Countries; (ii) is not identified on any list of prohibited or restricted parties (including the U.S. Treasury Department's List of Specially Designated Nationals, the U.S. Department of Commerce's Denied Persons List, Entity List, and Unverified List, and the U.S. Department of State's proliferation-related lists and the consolidated list of persons, groups, and entities subject to EU financial sanctions) (a "Prohibited Person"); (iii) is not otherwise the target of U.S. or EU sanctions or U.S. or EU trade restrictions; and (iv) will not export, reexport, transfer, or allow access to Haiku and the Services to any parties in Sanctioned Countries or Prohibited Persons, or otherwise in violation of Export Control and Sanctions Laws. Notwithstanding anything in these Terms to the contrary, failure to comply with any provision of this section, or violation of any Export Control and Sanctions Laws, entitles WalkMe to immediately terminate these Terms. Further, Customer will fully indemnify and hold harmless WalkMe and its representatives against any claim, action, damages, fines, liabilities, expenses, and costs relating to Customer's non-compliance with this section.