Terms of Use

Account Registration and Responsibilities

Account Registration

In order to access the Services, you may be required to register and create an account ("Account"). By creating an 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.

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 the Services, including for downloading Haiku's extensions and add-ons made available as part of the Services; (b) providing WalkMe and its personnel with support and system access as may be reasonably needed to perform or support the Services. You may need to update third-party software from time to time in order to use the Services.

Inactive Account

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

License to Use the Services

License Grant

Subject to these Terms and to the payment of applicable fees, WalkMe grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use 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 the selected Plan. Without limiting the foregoing, only you and the Authorized Users are permitted to access and use the Services. WalkMe reserves the right to monitor the use of the Services for compliance purposes.

License Restrictions

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

Fees; Taxes

Fees

WalkMe offers the Services under both free of charge and paid Subscription Plans. If Customer selects a paid Plan, Customer agrees to timely pay all applicable fees due for the Services 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.

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 the payment of the Fees.

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

Customer may not:

• (a) bypass or breach any security device or protection used by the Services;
• (b) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code;
• (c) use 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 the Services;
• (e) remove or alter any trademark, logo, copyright, or other proprietary notices associated with the Services;
• (f) use the Services in a manner that overburdens, interferes with, or disrupts the integrity or performance of our systems or infrastructure.

You agree to notify WalkMe immediately of any unauthorized use of your Account or any other breach of security. You are solely responsible for all activities, acts, and omissions that occur under your Account, including by your Authorized Users in connection with their use of the Services, and for all Customer Data. You expressly waive any claims of any kind against WalkMe for any damage and losses incurred as a result of your use of the Services.

Improvements, Modifications and AI Capabilities

WalkMe reserves the right to use and include capabilities or methodology, including those that could be classified as artificial intelligence technologies ("AI"). To the extent generative AI or agentic AI ("AI Technology") are made available by Haiku, the Documentation will be updated to state so. Any such use by you is subject to WalkMe AI Terms as such terms may be updated or modified from time to time. In no event will WalkMe train any type of model using Customer Data.

WalkMe may add, improve, modify, update, or discontinue any feature, functionality, or tool within the Services at its discretion, and require you to accept updates to the Services. If WalkMe makes a material adverse change to the core functionality of the Services, a notice will be provided in the Services or the Website.

You acknowledge that your purchase or use of 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

Proprietary Rights

WalkMe owns and shall retain all right, title, and interest, including Intellectual Property Rights, in and to the Services. Subject to WalkMe's ownership rights in the Services as set forth herein, WalkMe does not claim ownership rights to the Customer Data. "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, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired. "Customer Data" means any Customer's pre-existing Intellectual Property content, materials, data and information that Customer enters into the Services or that Customer creates or derives from its use of the Services.

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 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 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

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. 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.

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;
• (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.

Expiration

The provisions of this Confidentiality provision shall survive the natural expiration or termination of the 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

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

Exclusive Warranty

Third Party Claims

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 the Services 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 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 the Services in conjunction with any product or service not provided by WalkMe; (b) use of the Services provided 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 the Services not permitted under these Terms.

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 the Services and to terminate the license of free of charge Customers; or (b) replace or modify the Services 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 to the affected Services 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 the Services and the remaining days in the current Plan Term.

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

Term and Termination

Term

These Terms commence on the Effective Date and will remain in effect for the duration of the Plan Term (including any renewal periods), unless otherwise terminated in accordance with the provisions herein. "Plan Term" means: (a) the Plan period selected by Customer and identified in the selected Plan, and any subsequent period if the Plan is renewed or (b) otherwise — if no such period is specifically identified in the Plan — then the period commencing on the Effective Date and continuing indefinitely until terminated by either party in accordance with these Terms.

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 the Terms and fails to cure that breach within thirty (30) days after receipt of formal written notice describing the breach; (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 free of charge Customers either party may terminate these Terms at any time by providing written notice of termination to the other party.

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, the Services 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 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 using the Service;
• (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;
• (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

Privacy and Data Protection

As a part of accessing or using the Services, we may collect, access, use, and share certain personal data from and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

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.

Suspension of Services

Without limiting any other right or remedy available to WalkMe, WalkMe reserves the right to suspend or otherwise deny access to 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 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;
• (iii) Customer fails to timely pay any Fees due under these Terms.

WalkMe shall have no liability for any damage, liabilities, losses, or any other consequences that Customer or any third party may incur as a result of such Service suspension.

Modification of Terms

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 Services after changes become effective constitutes your acceptance of the new Terms.

Supplemental Terms

Your use of certain Services (including specific parts, features or functionalities within 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.