Buckhorn AI Data Use and Improvement Addendum

This Data Use and Improvement Addendum (this "Addendum") is made as of [Effective date] (the "Effective Date") by and between Buckhorn AI LLC, an Idaho limited liability company ("Buckhorn AI"), and [Company legal name] ("Client"). Buckhorn AI and Client are each a "Party" and together the "Parties".

Background. Client subscribes to the Buckhorn AI platform under the Buckhorn AI Subscription Agreement and the AI Use Disclosure and Acknowledgment that forms part of it (together, the "Agreement"). This Addendum sets out the permission Client gives Buckhorn AI to use Client's data to train and improve Buckhorn AI's own models, agents and tools. It supplements the Agreement and forms part of it. Accepting it is a condition of using the Service. Capitalized terms not defined here, including "Service", "Client Data", "Output" and "Confidential Information", have the meanings given in the Agreement.

Not an agreement with Buckhorn Advisory Services. This Addendum is between Client and Buckhorn AI only. It does not amend or replace any agreement between Client and Buckhorn Advisory Services LLC, doing business as Prime Ledger, including its Data, Technology, and Security Agreement, which continues to govern any accounting, bookkeeping or advisory services that company provides and the data it handles in providing them.

1. Definitions

1.1 "Improvement Data" means Client Data and Output, and the records the Service keeps of how it handled them, including the questions Client's users ask, the answers and files the Service produces, the tools and connectors it used, feedback and corrections Client's users give, and measures of answer quality.

1.2 "Buckhorn AI Materials" means the artificial intelligence models, agents, prompts, instructions, playbooks, skills, tools, evaluation cases, test suites and related software that Buckhorn AI owns, controls or operates for its own services, including any model provided by a third party that is trained or fine-tuned by or for Buckhorn AI for Buckhorn AI's own use.

2. Permission to Train and Improve

2.1 Permission. Client permits Buckhorn AI to use Improvement Data to train, fine-tune, evaluate and improve the Buckhorn AI Materials ("Permitted Improvement"). Permitted Improvement includes, for example, fine-tuning a third-party base model for Buckhorn AI's own use, turning a question and the answer to it into an evaluation case, checking a new version of an agent against past questions before it is released, and revising a prompt or playbook after an answer was reported wrong.

2.2 For Buckhorn AI's own services. Permitted Improvement is for the services Buckhorn AI provides. Improvements made under this Addendum, including models trained or fine-tuned with Improvement Data, may be used in those services for all of Buckhorn AI's clients, subject to Section 3.

3. Limits on the Permission

3.1 No sale and no third-party training. Buckhorn AI will not sell Improvement Data, and will not provide it to any third party for that third party's own model training or other own use. A service provider that processes Improvement Data under Section 7, including a model provider that fine-tunes a model for Buckhorn AI, does so only on Buckhorn AI's behalf and for Buckhorn AI's own use.

3.2 De-identified and aggregated where practicable. Buckhorn AI will de-identify and aggregate Improvement Data where practicable before using it to train or fine-tune a model. Anything made from Improvement Data that is shown or given to any client other than Client, such as a shared prompt, playbook or skill, will not contain Client's name, the names of Client's people, customers or vendors, Client's figures, or other details that identify Client or its business.

3.3 Evaluation cases. An evaluation case may need to keep a question, the conversation before it, and the files attached to it as they were, so that it can be asked again. Buckhorn AI will keep evaluation cases made from Improvement Data separate from every other client's data, run them only against Client's own connected systems, and make them available only to Buckhorn AI personnel who need them for Permitted Improvement.

3.4 Confidentiality continues. Improvement Data remains Client Data and Client's Confidential Information, and the confidentiality and data-security obligations of the Agreement apply to it, subject to Section 4.3.

4. Relationship to the Agreement

4.1 What this changes. Section 7.2 of the Subscription Agreement and Section 1.4 of the AI Use Disclosure say that Buckhorn AI will not use Client Data to train artificial intelligence models made available to anyone other than Client. Those Sections continue to apply, except that Buckhorn AI may carry out Permitted Improvement under this Addendum. Where this Addendum and the Agreement conflict about Permitted Improvement, this Addendum controls. On every other subject the Agreement controls.

4.2 Ownership. Client continues to own Client Data, including Improvement Data. The Buckhorn AI Materials, and improvements to them, remain Buckhorn AI's property under Section 7.5 of the Subscription Agreement and Section 3.4 of the AI Use Disclosure.

4.3 Waiver and release; liability. To the fullest extent permitted by law, Client waives and releases all claims against Buckhorn AI and its personnel arising out of or relating to Buckhorn AI's use of Improvement Data as this Addendum permits. Any claim arising out of or relating to the use of Client Data under this Addendum that is not waived and released is subject to the limitation of liability in Section 8.3 of the Subscription Agreement and Section 5.1 of the AI Use Disclosure, and not to the separate limit for breaches of confidentiality or data-security obligations in Section 8.4 of the Subscription Agreement or Section 5.3(b) of the AI Use Disclosure. The exclusions of liability in Section 8 of the Subscription Agreement and Section 5 of the AI Use Disclosure also apply to this Addendum. This Section does not waive, release or limit any liability that applicable law does not permit to be waived, released or limited.

5. Withdrawing Consent

5.1 Client may withdraw by written notice. Client may withdraw the permission in Section 2 at any time by written notice to Buckhorn AI at the notice address in Section 12.4 of the Subscription Agreement. Withdrawal takes effect when Buckhorn AI records it, and no later than five (5) business days after Buckhorn AI receives the notice.

5.2 Withdrawal ends use of the Service. Because consent under this Addendum is a condition of using the Service, Client's access to the Service ends when withdrawal takes effect, for all of Client's users. Client's rights on termination under Section 3.3 of the AI Use Disclosure, including disconnection and export of Client Data, apply from that time.

5.3 Withdrawal is ending the Agreement early. Withdrawal is Client ending the Agreement before the end of the then-current term under Section 6.6 of the Subscription Agreement. When withdrawal takes effect, the monthly fees for the remaining months of that term, at the number of seats in effect on that date and subject to the Minimum Monthly Fee, are due and may be charged immediately to Client's payment method on file, together with all fees accrued before that date.

5.4 Going forward. From the time withdrawal takes effect, Buckhorn AI will not collect new Improvement Data from Client and will stop using Client's existing evaluation cases and other Improvement Data for Permitted Improvement. Withdrawal does not require Buckhorn AI to undo improvements already made to the Buckhorn AI Materials, including models already trained or fine-tuned with Improvement Data.

5.5 Enforced in the Service. The Service records, for each company, whether that company has given consent under this Addendum and when it withdrew it, leaves out of Permitted Improvement the Improvement Data of every company that has not given consent or has withdrawn it, and ends access for a company that has withdrawn it.

6. Retention and Deletion

6.1 Deletion after ninety days. Within ninety (90) days after Client's withdrawal takes effect, or after the Agreement ends and Client's account is closed, whichever is first, Buckhorn AI will delete the Improvement Data it holds in a form that identifies Client, including Client's evaluation cases and their results and the feedback, quality and usage records they were made from.

6.2 Exceptions. Buckhorn AI may keep copies in routine backups until they expire and as required by law, subject to continuing confidentiality, and may keep de-identified, aggregated information and the Buckhorn AI Materials as already improved, including trained or fine-tuned models, as Section 5.4 allows. Client Data that the Service holds to provide the Service itself, such as conversations and connected-system data, is kept, returned and deleted as the Agreement provides, not under this Section.

7. Service Providers

7.1 Service providers. Buckhorn AI may use third-party service providers, for example for hosting, databases, artificial intelligence models, payment processing, email, electronic signature and file storage, to provide and improve the Service, including to carry out Permitted Improvement. Each service provider is bound to protect the data it processes for Buckhorn AI with confidentiality and security obligations consistent with the Agreement, and processes it only on Buckhorn AI's behalf.

8. Acceptance, Versions and Term

8.1 Acceptance is a condition of the Service. Client's users may not use the Service until an administrator of Client's company account has accepted the current version of this Addendum, by signing it or by accepting it in the Service. There is no option to use the Service without accepting it. The person accepting represents that he or she is authorized to accept it for Client. When this Addendum is accepted in the Service, Buckhorn AI records its version, the person who accepted it, the date and time, the internet address it was accepted from, and a SHA-256 fingerprint of the exact text shown, and saves a copy to Client's contracts folder where Client has set one.

8.2 New versions. Buckhorn AI may offer a new version of this Addendum. Once it does, Client's users may not continue to use the Service until an administrator of Client's company account accepts the new version. Until then, the last version Client accepted continues to apply to Improvement Data already collected.

8.3 Term. This Addendum takes effect on the Effective Date and ends when the Agreement ends or when Client's withdrawal takes effect, whichever is first. Sections 3, 4.2, 4.3, 5.2, 5.3, 5.4, 6 and 9 survive.

9. General

9.1 Governing law. This Addendum is governed by the laws of the State of Idaho, without regard to conflict-of-laws rules. Any dispute arising out of or relating to it will be brought exclusively in the state courts located in Cassia County, Idaho, or the federal courts for the District of Idaho.

9.2 Electronic acceptance. This Addendum may be accepted electronically, and may be signed in counterparts. Electronic acceptance and electronic signatures have the same force and effect as original handwritten signatures.

Signatures

CLIENT: [Company legal name]

By: ______________________

Name: [Signer name]

Title: [Signer title]

Date: ______________________

BUCKHORN AI LLC

By: ______________________

Name: [Buckhorn AI signer name]

Title: [Buckhorn AI signer title]

Date: ______________________