Muse Addendum

Effective Date: April 10, 2025

This addendum (“Muse Addendum“) is incorporated into and made part of the Master Services Agreement or other written or electronic agreement entered into by and between Material and Client (“Agreement“). It applies to the extent Client’s use of Material’s services provided under the Agreement (the “Services“) involve Material’s proprietary artificial intelligence segmentation model (the “Muse Service“). This Muse Addendum is subject to and governed by terms and conditions of the Agreement, including, without limitation, any limitations of liability. Capitalized terms used but not defined herein shall have the meanings ascribed elsewhere in the Agreement. Unless expressly stated otherwise, this Muse Addendum shall prevail over any conflicting terms in the Agreement.

By using or accepting delivery of the Muse Service, Client agrees to the
terms of this Muse Addendum.

1. Definitions.

“AI Technology” shall mean natural language processing tools, products, or services, machine learning capabilities, automated decisionmaking technology, models, and all similar artificial intelligence software, systems, process, or technology.
“AI Laws” shall mean all industry and government laws, directives, regulations, standards, guidelines, and recommendations applicable to responsible, ethical, non-discriminatory, explainable, fair, accountable, transparent, reliable, secure, privacy-respecting, unbiased, and/or lawful AI Technology development, deployment, and use, including but not limited to those enacted by any United States federal, state, or local municipal entity or the European Union legislative bodies.
“Model Training” shall mean the systematic approaches, methodologies, techniques, and processes used to develop, refine, or improve the Muse Service.

2. Purpose and Scope.

This Muse Addendum governs Client’s use of the Muse Service. The Muse Service is designed to provide Client with access to a conversational artificial intelligence interface that simulates interactions with defined audience segments, enabling, without limitation, the use of tailored insights, creative testing, audience segmentation, and scenario planning, solely for Client’s internal lawful business-to-business use (the “Purpose“). The Muse Service is not designed, marketed, or intended for use by individual consumers, the general public, or in any consumer applications, and any such use is expressly prohibited. This Muse Addendum establishes the terms for responsible use, intellectual property rights, and limitations associated with the Muse Service as part of the Services provided under the Agreement.

3. Term and Termination.

This Muse Addendum shall remain in effect for the subscription term of the Muse Service (as set forth in an SOW or order form between Client and Material) and for such longer period in which the Muse Service is used by Client, unless terminated in accordance with the terms of the applicable statement of work / SOW (the “Term“).

4. License.

Material grants Client a limited, non-exclusive, non-transferable license to access and use the Muse Service solely for the Purpose during the Term.
This license does not grant Client any rights to the underlying Material IP, including Model Training related to the Muse Service.

5. Intellectual Property and Proprietary Rights.

Notwithstanding any provisions to the contrary in the Agreement or Section 6 of this Muse Addendum, as between Material and Client, Material retains exclusive ownership and control of all intellectual property rights, including but not limited to copyrights, patents, trade secrets, and trademarks, related to the Muse Service, including but not limited to its underlying technology, algorithms, model weights, and Model Training, public, proprietary, purchased, or synthetic data, and any improvements or modifications thereof (“Material IP“).
Material may integrate the Muse Service with other data sources and systems to keep the Muse Service current and relevant to Client. Any intellectual property related to these data sources or systems are subject to the rights of their respective owners. Material does not claim ownership over such third-party data sources and systems, nor any intellectual property rights therein. Material’s use of these external data sources and systems is governed by separate agreements with the respective owners or licensors. Client acknowledges that the availability and content of these external data sources may be subject to change or discontinuation beyond Material’s control. Material shall make commercially reasonable efforts to ensure that its use of external data sources and systems complies with applicable laws and the terms of use set forth by the respective owners or licensors.
Client acknowledges that the Material IP, including but not limited to the Model Training, constitutes valuable trade secrets of Material and shall be treated as Confidential Information.

6. Inputs and Outputs.

As between Client and Material, Client retains all right, title, and interest in and to any data, prompts, or other materials it submits through the Muse Service (“Inputs“).
The Muse Service may generate responses or other outputs based on the Inputs (“Outputs“). Outputs are provided as-is and without any representation of ownership or warranty of exclusivity by either party. Neither party shall claim ownership of Outputs.
Subject to the terms of this Agreement: (1) Client may use the Outputs solely for the Purpose; and (2) Material may use the Input and Outputs solely to provide and improve the Muse Service, including enhancing performance, provided that such use: (i) does not incorporate Client’s Inputs in any cross-client model or shared model weights; and (ii) does not expose Client’s Inputs to any public model training datasets.
Client acknowledges and agrees that due to the nature of the Muse Service and artificial intelligence generally, Outputs may not be unique and similar outputs may be generated for other customers of the Muse Service based on their own inputs.

7. Restrictions on Use.

Client shall not use the Muse Service (including any Outputs thereof) to:
1. Violate any AI Laws, other applicable laws, rules, or regulations, or third-party rights.
2. Send, transfer, disclose, or submit to Material any personal information, as defined under applicable law, without the prior authorization of Material;
3. Generate, transmit, or store any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of privacy, or racially, ethnically, or otherwise objectionable.
4. Make any decision made by, or substantially influenced by, the Muse Service that has a material legal or similarly significant impact on an individual’s rights, obligations, opportunities, or access to essential services. Such decisions are characterized by their potential to significantly affect a person’s legal, economic, social, or personal circumstances;
5. Impersonate any person or entity or falsely state or misrepresent affiliation with a person or entity.
6. Interfere with or disrupt the Services or servers or networks connected to the Services.
7. Attempt to gain unauthorized access to any portion for the Services or any other systems or networks connected to the Services.
8. Transmit any prompt, software, code, routine, device or other element that does or is designed to disable, compromise, impair, erase, interfere with, deactivate, allow unauthorized access to, deny access to, extricate, expropriate, intercept or repossess any system, hardware, software, information or data or to permit such to be done, including but not limited to any Trojan horse, trap door, back door, virus, ransomware, worm, time bomb, cancelbot, or data poison.
9. Use any method to extract data from the Muse Service other than as authorized by Material.
10. Use subliminal, manipulative, or deceptive techniques that distort a person’s behavior so that they are unable to make informed decisions in a way that is likely to cause harm.
Client shall not, and shall not permit any third party to:
1. Reverse assemble, reverse engineer, translate, decompile, disassemble, duplicate, engage in model extraction or stealing attacks, or otherwise attempt to derive the model weights, Model Training, algorithms, or source code of the Muse Service.
2. Create derivative works based on Material IP.
3. Access or use the Muse Service to build a competitive product or service.
4. Remove, alter, or obscure any proprietary notices or labels on the Muse Service.

8. Responsibilities for Client Account.

Client must provide accurate and up-to-date account information.
Client is responsible for all activities that occur under its account, including but not limited to the activities of any end user (each, an “End User“) who is provisioned with an authenticated account under Client’s account (an “End User Account“) or access the Muse Services through Client’s account portal.
Client may not make account access credentials available to third parties, share individual login credentials between multiple End Users on an account, or resell or lease access to its account or any End User Account.
Client will promptly notify Material if Client becomes aware of any unauthorized access to or use of its account or the Muse Service.

9. Limitations of the Muse Service.

The Muse Service leverages advanced technology to provide helpful and timely responses and explanations to Client inquiries. Considering the following limitations, it is Client’s responsibility to review all Outputs:

Accuracy: The Muse Service’s responses and explanations are generated based on algorithms and may not always be accurate or up-to-date.
Contextual Understanding: The Muse Service may not fully understand the context or nuances of Client’s spec situation, leading to potentially incomplete or irrelevant answers.
Source Material Reliance: The information provided by the Muse Service is sourced from Material’s research and o materials, but the Muse Service’s interpretation of this material may be imperfect or incorrect.
Validation. Client bears responsibility for final validation of Outputs against its own ethical guidelines and legal obligations.

10. Compliance and Reporting; Audit Rights.

Client shall promptly report any known or suspected violation of this Muse Addendum to Material.
Material may request that Client provides information related to its compliance with this Muse Addendum.
Material shall have the right to maintain and access audit logs of Client’s activity related to the Muse Service for the Purpose, including, without limitation, security, compliance, and product/service improvements.
Material shall protect the confidentiality of such logs in accordance with the terms of this Agreement.

11. Amendments and Modifications.

The current version of this Muse Addendum will be posted at https://www.materialplus.io/MuseTOU or within Client’s account portal. Material reserves the sole right to amend or modify this Muse Addendum at any time by posting a revised version to the above URL or within the portal, at which point the revised version will immediately take effect. If the changes are material, the Muse Addendum will specify an effective date of no sooner than thirty (30) days after the date of posting. During this thirty (30) day period, Client may terminate this Muse Addendum by providing written notice to Material. Upon such termination: (i) Client’s access and use of the Muse Service shall immediately terminate; and (ii) Material will provide a pro rata refund of any prepaid fees applicable to the terminated Muse Service for the period following the effective date of termination. For clarity, no refund will be issued for services under the Agreement not covered by this Muse Addendum. It is Client’s responsibility to regularly review the above URL and portal. Continued use of the Services on or after the effective date constitutes Client’s acceptance of the amended or modified Muse Addendum.

12. Enforcement Mechanisms.

Material reserves the right to terminate Client access to Services and/or the Muse Service if Client fails to adhere to this Muse Addendum.

13. Feedback and Continuous Improvement.

Material is committed to improving the Muse Service and will continuously update and refine its responses to enhance fairness, accuracy, and relevance. Client feedback, including but not limited to reporting, flagging, and requests for features, upgrades, or specific capabilities, is invaluable in this process, and Material encourages Client to share any feedback with us by contacting us at MuseSupport@MaterialPlus.io. Client hereby assigns all rights in such feedback to Material, and Material may use that feedback at its own risk and without obligation to Client.