Data Sharing Agreement (for AI Model Development)

Rhombus Systems, Inc.

Data Sharing Agreement (for AI Model Development)

Updated November 2024

Rhombus develops, sells and distributes a variety of Products through authorized channel partners, including distributors, integrators, and resellers (each a “Channel Partner”), and Customer may purchase certain Products subject to applicable Service Agreements (the EULA and related terms) from a Channel Partner as set forth in an applicable Order. Rhombus desires to use Customer Data to better enable Rhombus to further develop, market, sell and provide its product portfolio to all its customers, including the training, improving, and testing of its AI Models (the “Purpose”). This is not a right that is expressly granted under the EULA. However, if Customer is willing to permit Rhombus to use Customer Data generated by the Products for the Purpose, Customer must provide its written consent by following this 4-step process:

1. Click on this link: https://sdraft.io/7mPt. This will launch a process to create and obtain signatures on Rhombus’s Data Sharing Agreement (for AI Model Development), the “DSA.”

2. Our Customer will be prompted to provide three pieces of information:

(a) Full Name: Enter the full legal name of the person authorized to sign the agreement on behalf of the Customer (the “Signatory”).

(b) Organization Name: Enter the full legal entity name of the Customer’s business organization.

3. Our contract management solution (SpotDraft) will automatically generate the DSA and send a signature package to the Signatory’s email. If it is not immediately received, check the Signatory’s SPAM or junk folders. Click on the “Sign Agreement” link within the email and digitally sign the DSA.

4. Digitally sign the DSA, ensuring to enter the Signatory’s title. A fully executed copy of the DSA will be emailed to Rhombus and the Signatory.

If you do not want to share Customer Data for this Purpose, no further action is required. However, Rhombus appreciates your thoughtful consideration and a preview of the substantive terms of the DSA are posted below for your convenience. Please reach out to legal@rhombus.com if you have any questions or concerns.

DSA TERMS AND CONDITIONS

1. Definitions

1.1 “Applicable Laws” is defined in the EULA, and includes without limitation, all laws and regulations governing or related to AI, including those relating to the ethical and responsible use of AI (if/as applicable), and those applicable to the use of data in connection with AI.

1.2 “Artificial Intelligence” or “AI” means any form of artificial intelligence or other information technology that simulates human-like cognitive abilities, or otherwise performs tasks that normally require human intelligence, such as learning, reasoning, visual perception, speech and sound recognition, decision-making, translation between languages, and generation of Output (including content, predictions, recommendations, categorizations, or decisions), regardless of the specific techniques or approaches employed. AI includes, without limitation, machine learning, generative AI, natural language processing, computer vision, Large Language Models (LLM), logic- and knowledge-based approaches, and all other current and future technology within the field of artificial intelligence.

1.3 “AI Model” means the machine learning algorithms developed to enhance Product functionality, including associated parameters and associated weights, if present.

1.4 “Output” refers to any and all results (including without limitation, content, predictions, recommendations, decisions, insights, and results) arising out of any use of the use of any AI in connection with the Services.

2. LIMITED LICENSE TO CUSTOMER DATA

2.1 License Grant. Subject to the restrictions set forth in Section 2.2 and 2.3 below, Customer hereby grants to Rhombus a limited, perpetual, royalty-free, non-exclusive, non-transferable, irrevocable, right and license to use, store, reproduce, prepare derivative works of, modify, and process Customer Data and any related Output generated during the Service License Term, exclusively for the Purpose. This includes, without limitation, all rights to: (a) use such data as prescribed in the EULA and DPA; (b) use Customer Data its raw form or as part of an AI training dataset; (c) process, manipulate, and analyze the Customer Data for AI Model development; (d) use the AI Models derived from such Customer Data or Output for any lawful business purpose, including commercial applications, and (e) sublicense Customer Data to vendors for purposes of assisting Rhombus in the activities described in this Section 2.1, subject to the data protection and confidentiality restrictions set forth in the Service Agreements.

2.2 Use Restrictions. Notwithstanding the license granted pursuant to Section 2.1, Rhombus shall not: (a) distribute, sell, or sublicense the Customer Data, either in its original form or as part of AI Models, to third parties except as explicitly authorized by the terms of this DSA or separately in writing by Customer; or (b) use the Customer Data for any purpose other than the Purpose (and those uses granted the Service Agreements, subject to the licenses granted thereunder).

2.3 Revocation of Authority to Use Additional Data. Customer, at any time upon written notice, may revoke the authority granted to Rhombus pursuant to the License in Section 2.1 to continue and collect and use additional Customer Data for the Purpose. Any such notice must be sent to legal-notices@rhombus.com, and shall become effective five (5) business days after transmission (the “Effective Date of Revocation”). The revocation of the license pursuant to this Section 2.3 shall not apply to any Customer Data previously extracted prior to the Effective Date of Revocation.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants that it will perform its activities subject to this DSA in compliance with Applicable Laws, including data protection and privacy laws. For purposes of Customer Data licensed under this DSA, each party shall be considered to be an independent data controller, and as such is responsible for its own compliance obligations.

3.2 Customer represents and warrants that it is not aware of any contractual or other restrictions on the Customer Data that would limit Rhombus’s use of the Customer Data for the Purpose, or for distribution of the AI Model as contemplated in this DSA.

4. MISCELLANEOUS PROVISIONS

4.1 No Other Changes. All terms of the Service Agreements shall otherwise remain in full force and effect, except as expressly amended hereby. This includes, without limitation, all terms relating to Customer Data.

4.2 Counterparts. This DSA may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.