Enterprise Terms of Use

Account Registration and Management

1.1 Account Registration. To access and use Haiku, you are required to create an account ("Account"). By creating an Account, Customer agrees to provide true, accurate, current, and complete information as requested in the registration form ("Registration Data"); and to maintain and promptly update it to keep it so.

1.2 Admin. The first Authorized User who registers for Haiku and opens the Account will automatically be the account administrator ("Admin"). Customer agrees the Admin is its authorized representative for all Account purposes, including: (i) adding or removing Authorized Users or Admins; (ii) managing permissions; (iii) managing settings and controlling Account use; (iv) purchasing, upgrading, downgrading, or terminating Plans or use of Haiku; and (v) enabling and disabling features. Customer may assume control of the Account and replace the Admin at any time.

1.3 Account and Access Responsibilities. Customer is 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. Customer may need to update third-party software from time to time to use Haiku or the Services.

1.4 Inactive Account. WalkMe may remove or delete Customer Data from its systems if Customer's Account has not been signed into or used in the preceding six (6) months.

License to Use Haiku

2.1 License Grant. Subject to these Terms, WalkMe grants Customer, for the Plan Term applicable to it, a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use Haiku to build and execute workflows and guides (known by the name "Haiku/s") by its Authorized Users and share them with its Authorized Users and with others, all solely for Customer's internal business purposes, and in accordance with the Documentation and the terms associated with Customer's Account and Subscription Plan. For the avoidance of doubt, only Customer and its Authorized Users may access and use Haiku to build, share and execute workflows and guides.

2.2 License Restrictions. Other than the rights expressly specified in these Terms no other right or interest is granted to Customer. Customer and Authorized Users may not: (a) use Haiku or the Services other than as intended and defined in the Documentation; (b) use Haiku in excess of the scope, quantities, or usage limits applicable to the Account or otherwise set by WalkMe, including limits on the number of Authorized Users; (c) lease, lend, sell, sublicense, assign, distribute, or transfer any right to use Haiku or the Services to third parties; or (d) reverse engineer, decompile, disassemble, or attempt to derive Haiku's source code, underlying components, algorithms, or systems (except where prohibited by applicable law).

2.3 Third-Party Licenses. Haiku may connect to, access, query, or operate within external platforms, databases, software, applications, or APIs ("Third-Party Systems"). Customer is solely responsible for obtaining and maintaining all rights, licenses, consents, and permissions needed for Haiku to operate with Third-Party Systems, and for complying with all applicable Third-Party System terms. Customer agrees that WalkMe may permit Third-Party Systems to access Customer Data as required for Haiku to operate.

2.4 Third-Party Systems Disclaimer. WalkMe makes no warranty regarding the interoperability, availability, or performance of any Third-Party System and will have no liability for: (i) any breach of third-party terms caused by Customer or its use of Haiku; or (ii) any data change, deletion, error, inaccuracy, or other unintended consequence in any Third-Party System resulting from Customer's use of Haiku.

Customer's Obligations

3.1 Use Restrictions. Customer and Authorized Users may not: (a) bypass or breach any security device or protection used by Haiku or the Services; (b) input, upload, transmit, or otherwise provide unlawful, injurious, or harmful information, materials, or code to or through Haiku and the Services; (c) use Haiku and the Services illegally or fraudulently, or in any way that infringes, misappropriates, or otherwise violates these Terms or any third party's rights or terms; (d) allow any third party to access Haiku; (e) remove or alter any trademark, logo, copyright, or other proprietary notice associated with the Services; or (f) use Haiku or the Services in a way that overburdens, interferes with, or disrupts WalkMe's systems or infrastructure.

3.2 Customer Responsibilities. Customer agrees to notify WalkMe immediately of any unauthorized use of its Account or any other breach of security. Customer is solely responsible for (i) all activities, acts, and omissions under its Account and how Customer and its Authorized Users use Haiku and the Services; (ii) all Customer Data including its rights to use Customer Data with Haiku and the Services; and (iii) all acts and omissions of Customer's Authorized Users. Customer expressly irrevocably releases any claims of any kind against WalkMe from any claims or liability of any kind and for any damages or losses incurred as a result of the foregoing Customer's responsibilities, and otherwise, for the manner in which Customer and its Authorized Users use of Haiku or the Services.

AI Capabilities; Improvements and Modifications

4.1 AI Terms. Haiku incorporates generative AI and agentic AI technology, as stated in the Documentation ("AI Technology"). Customer's use of AI Technology is subject to WalkMe's AI Terms at https://www.walkme.com/walkme-ai-terms/ as updated from time to time ("AI Terms").

4.2 Updates and Changes. 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 Customer. Certain features, functionalities, tools, or add-ons may be offered against a separate or additional Fee. If WalkMe makes a material adverse change to Haiku's core functionality, notice will be provided in Haiku or on the website at https://gethaiku.ai ("Website").

4.3 Non-Contingency. Customers acknowledge that the purchase or use of Haiku and Services is not contingent on the delivery of any future functionality or feature, or on WalkMe's oral or written public comments about future functionality.

Support

WalkMe will use commercially reasonable efforts to provide support for Haiku. To the extent support is provided by a chatbot, Customer acknowledges that such support includes AI-powered tools.

Consideration

6.1 Subscription Offers. WalkMe offers Haiku under various Subscription Plans, as detailed on the Website.

6.2 Subscription Fees. Customer will timely pay all fees due for Haiku under the selected Subscription Plan, including for the selected number of Authorized Users ("Subscription Fees"). Authorized User quantities may not be decreased during a Plan Term, but may be decreased for the next Plan Term through the Plan settings. All Subscription Fees paid are strictly non-refundable except as expressly stated in Sections 10.2 and 12.4.

6.3 Notwithstanding the foregoing, to the extent Customer is entitled to the license to use Haiku hereunder, against no additional charge, such license shall be in force up to 300 logins, as long as Customer maintains a paid-for license to at least one of the following WalkMe offerings: WalkMe for Employees, WalkMe for Customer and/or Learning Arc.

6.4 AI Fees. In addition to the Subscription Fees, certain AI Technology features may be charged for separately on a monthly consumption basis ("Use Fees"), in accordance with pricing to be set out in the Website. In such cases, AI Technology usage will be measured by WalkMe's systems, and such measurements will be used to calculate Use Fees. WalkMe will make usage data reasonably available to Customer through Haiku.

6.5 Payment Terms. Subscription Fees, Use Fees, or any other fees payable by Customer for Haiku, or any features, (collectively, "Fees") due and payable hereunder shall be paid timely (a) in the currency identified in the selected Plan or Pricing Page, and (b) by credit card via an authorized WalkMe payment processor, or by any other method approved in writing by WalkMe. By providing a payment method, Customer represents and warrants it is fully authorized to use that method to pay the Fees.

6.6 Taxes. Fees exclude Taxes, which are Customer's responsibility. Customer is responsible for paying all Taxes associated with its applicable Plan and any other Fees. If WalkMe is required to pay or collect Taxes for which Customer is responsible, Customer will reimburse WalkMe and indemnify it for those Taxes and related costs WalkMe pays or owes. "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.

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.

7.2 License to WalkMe; Feedback. Customer grants WalkMe and its Affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use Customer Data to provide, maintain, and improve Haiku and the Services to Customer under these Terms. Customer acknowledges and agrees that WalkMe will exclusively own all right, title, and interest in all inputs, feedback, suggestions, proposals, or ideas 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 information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that reasonably appears confidential given its nature or the circumstances of disclosure. The Services is WalkMe's Confidential Information. Confidential Information does not include information that: (i) is or becomes public through no breach or negligence of the Receiving Party; (ii) was already known to the Receiving Party before disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) is lawfully received from a third party without restriction. The Receiving Party shall not copy, distribute, or make Confidential Information available without the Disclosing Party's prior written consent, shall protect it with reasonable care, shall disclose it only on a need-to-know basis, and shall use it only for purposes of these Terms. If required by law to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, promptly notify the Disclosing Party in writing before doing so. This section survives expiration or termination of these Terms but ceases to apply to information that no longer qualifies as Confidential Information under these Terms.

Warranties

9.1 WalkMe represents and warrants that during the Plan Term applicable to Customer, 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 ACCURACY OF CONTENT AND ANALYTICAL DATA, OR THAT THE OPERATION OF HAIKU OR THE SERVICES WILL BE BUG- OR ERROR-FREE OR UNINTERRUPTED. WALKME MAKES NO WARRANTY THAT THE HAIKU OR 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. WalkMe will defend Customer against third-party claims against Customer and its Affiliates alleging that Haiku infringes or misappropriates a patent, copyright, or trade secret right. WalkMe will indemnify Customer against all damages finally awarded against Customer (or any settlement amount WalkMe enters into) for these claims. Notwithstanding the foregoing, (i) WalkMe has no defense or indemnification obligations toward any Customer using Haiku for free; and (ii) WalkMe's obligations under this provision will not apply if the claim results from: (a) use of Haiku and/or the Services with any non-WalkMe product or service; (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; (e) actions or omissions of the Customer, including without limitation, Customer's responsibilities under these Terms of Use, 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 Customer the right to continue using Haiku, or (b) replace or modify Haiku to be non-infringing without materially reducing functionality. If these options are not reasonably available, or if Customer is using Haiku free of charge, WalkMe or Customer may terminate Customer's license upon written notice. If a license is terminated under this provision, WalkMe will refund to Customer fees paid for the infringing items, prorated for the period between the date Customer was unable to use Haiku and the end of the current Plan Term.

10.3 Procedure. Customer will timely notify WalkMe in writing of any such claim, and WalkMe may fully control the defense against the claim. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the Customer. This Third Party Claims section states the parties' sole, exclusive, and entire liability of WalkMe and its Affiliates for 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 using Haiku free of charge for any direct costs, losses, expenses or damages; and (iii) WalkMe have liability for any claims, damages, losses, costs, or expenses arising from 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 relating to its responsibilities under these Terms.

11.2 To the extent permitted by applicable law, WalkMe's maximum aggregate liability to Customer will not exceed the greater of: (i) the Fees paid by Customer during the twelve (12) months preceding the event giving rise to liability; and (ii) US$50,000.

Term and Termination

12.1 Term. These Terms commence on the Effective Date and remain in effect for the Plan Term unless earlier terminated under these Terms. "Plan Term" means: (a) the subscription period selected by Customer or identified in the selected Plan, including any renewal term; or (b) if none is identified, the period from the Effective Date until terminated by either party under these Terms.

12.2 Renewal. Each Plan Term under Section 12.1(a) automatically renews for successive periods equal to the then-current Plan Term at WalkMe's then-current rates unless: (i) Customer cancels or changes its Subscription Plan before the current Plan Term ends; or (ii) WalkMe gives notice of non-renewal at least fourteen (14) days prior to the expiration of the then-current Plan Term. A Plan Term described in Section 12.1(b) continues in accordance with its terms and is not subject to this Section.

12.3 Termination. Either party may terminate these Terms by written notice to the other if: (i) the other party materially breaches these Terms and fails to cure it within thirty (30) days after receiving written notice describing the breach; or (ii) the other party ceases business operations or becomes subject to insolvency proceedings not dismissed within ninety (90) days.

12.4 End of Life. WalkMe may discontinue Haiku at any time upon ninety (90) days prior notice of termination. If Customer has prepaid any Fees for a Plan, WalkMe will refund Customer an amount prorated for the period between the termination date and the end of the current Plan Term.

12.5 Effects of Termination. Upon termination: (i) all rights granted hereunder immediately expire; (ii) Customer and its Authorized Users will lose access to the Account and Haiku, except as provided in subsection (iii); (iii) WalkMe will have no obligation to provide Haiku or the Services after termination, except limited access for thirty (30) days solely to export stored Customer Data; (iv) provisions intended by their nature to survive (including Customer's obligation to pay unpaid Fees) will survive; and (v) if WalkMe terminates for Customer's uncured material breach, all remaining Fees become immediately due.

Privacy and Data Protection; Security

13.1 Privacy and Data Protection. Solely to the extent necessary for the provision of Haiku and the Services 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). The parties' rights and obligations regarding personal data processing are 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. WalkMe also maintains and complies with documented, periodically reviewed policies and procedures covering the administrative, physical, and technical safeguards for the access, use, loss, alteration, disclosure, storage, destruction, and control of information.

13.3 Suspension of Services. Without limiting any other rights or remedies, WalkMe reserves the right to suspend or deny access to Haiku or the Services if: (a) WalkMe reasonably believes that (i) a third party has gained, or may gain, unauthorized access using Customer's credentials, (ii) suspension is necessary to address a security risk, or (iii) Customer or its Authorized Users have violated or intend to violate these Terms or assist others in doing so; or (b) Customer fails to timely pay any Fees due. WalkMe will not be liable for any loss or damage resulting from such suspension.

Modification of Terms

14.1 Updates to Terms. WalkMe may modify these Terms from time to time. When changes are made, the new Terms will be made available on the Website. Customer's continued use of Haiku or Services after changes become effective constitutes its acceptance of the new Terms.

14.2 Supplemental Terms. Customer's 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 for Customer's acceptance at signup or otherwise listed in the Documentation. By accessing or using any such service or feature, Customer agrees to be bound by the applicable Supplemental Terms. If these Terms conflict with the Supplemental Terms, the Supplemental Terms control for 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 will comply with any written guidelines Customer provides to WalkMe. Customer grants WalkMe a non-exclusive, worldwide, royalty-free license to use 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 the regulations of 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 to the contrary in these Terms, failure to comply with 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.