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AGENT EDGE SOFTWARE SERVICES SCHEDULE 

This Agent Edge Software Services Schedule (the “Software Services Schedule”) is incorporated by reference into and made part of the Agent Edge Master Subscription Terms (“Terms”). 

 

1.0 Licenses and Right to Use. 

1.1 Software Services.  LSG hereby grants to Customer and its Affiliates (as expressly identified or permitted in the applicable Order) a limited, non-exclusive, non-transferable (except as expressly permitted under the Terms), revocable, non-sublicensable right and license to use the Software Services set forth in each applicable Order during the applicable Subscription Term, solely for Customer’s and its Affiliates’ internal business purposes, by Authorized Users, and subject to any quantity, usage, or other limitations set forth in the applicable Order.   

1.2 Documentation. To the extent LSG provides any Documentation to Customer related to the Software Services, LSG hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable (except as expressly permitted under the Terms), revocable, non-sublicensable right and license to use the Documentation during the applicable Subscription Term solely for the purposes of accessing and using the Software Services for Customer’s and its Affiliates’ internal business purposes by Authorized Users. 

1.3 Use Restrictions. Customer and its Affiliates shall not use the Services for any purposes beyond the scope of the access expressly granted under the Terms and the applicable Order. Customer shall not, and shall not permit any Authorized Users to, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party, except as expressly permitted under the Terms; (iii) reverse engineer, disassemble, decompile, decode, reproduce Training Data, engage in model extraction, or otherwise attempt to derive, access, or discover any source code, algorithm, model, model weights, parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) use the Services or any AI Customer Output to develop, train, or improve any other AI Technology or any competing or similar product or service, except as expressly permitted under the Terms; (v) use web scraping, web harvesting, web data extraction, or any similar automated means to extract data from the Services or any AI Customer Output; (vi) remove, obscure, or alter any proprietary notices, labels, or markings on the Services or Documentation; or (vii) use the Services or any AI Customer Output in a manner that Customer knows or reasonably should know infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law, regulation, or rule. 

 

1.4 Reservation of Rights. LSG reserves all rights not expressly granted to Customer and its Affiliates under the Terms. Except for the limited rights and licenses expressly granted under the Terms, nothing in the Terms or this Software Services Schedule grants, by implication, waiver, estoppel, or otherwise, to Customer, its Affiliates, or any third party, any Intellectual Property Rights or other right, title, or interest in or to the LSG IP or Third-Party Products. Customer’s use of and/or access to the Services is by license, not a sale, and neither the Terms nor this Software Services Schedule grant any ownership rights in or to the Services or any Intellectual Property Rights therein.  

1.5 Suspension. Notwithstanding anything to the contrary in the Terms, LSG may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) LSG reasonably determines that (A) there is a threat or attack on any LSG IP; (B) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the LSG IP, to LSG, or to any other customer or vendor of LSG; (C) Customer, its Affiliates, or any Authorized User is using the Services for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) LSG’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (F) Customer or its Affiliates are using the Services in material violation of Section 1.3 of this Software Services Schedule or the Acceptable Use Policy (“AUP”); (ii) any vendor of LSG has suspended or terminated LSG’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with Section 2.5 of the Terms (any such suspension, a “Service Suspension”). LSG shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. LSG shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably practicable after the event giving rise to the Service Suspension is cured. LSG will have no liability for any Losses or other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 

2.0 Customer Responsibilities 

2.1 Acceptable Use Policy; Provider Policies. Customer shall use the Services only in accordance with these Terms, all applicable laws, rules, and regulations, and LSG’s Acceptable Use Policy (“AUP”), as made available at https://www.leangroup.com/acceptable-use-policy, as may be updated from time to time in accordance with Section 10.9 of the Terms, which is hereby incorporated by reference. Customer further agrees to comply with any additional guidelines, standards, requirements, and policies applicable to the Services that are made available by LSG from time to time at https://www.leangroup.com/provider-policies-agentedge and incorporated by reference (collectively, the “Provider Policies”). Customer’s continued access to or use of the Services after any update to the AUP or Provider Policies constitutes acceptance of such update. 

2.2 Account Use. Customer is responsible and liable for all access to and use of the Services and Documentation resulting from credentials, accounts, or access rights provided by Customer, whether such access or use is permitted by these Terms or occurs in violation thereof. Without limiting the foregoing, Customer is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if committed by Customer shall be deemed a breach of these Terms by Customer. Customer shall use commercially reasonable efforts to ensure that all Authorized Users are informed of, and comply with, the applicable provisions of these Terms, including any Acceptable Use Policy and Provider Policies incorporated herein by reference. 

2.3 Customer Data. Customer is solely responsible for (i) Customer Data and the accuracy, quality, integrity, legality, reliability, and appropriateness thereof, and (ii) Customer’s and any third party’s decisions, actions, and omissions taken in reliance on, or based upon, any AI Customer Output. Customer acknowledges that the Services will generate outputs that: (i) are probabilistic in nature and will inevitably contain some inaccuracies; (ii) may not be unique and thus may be similar to outputs generated for LSG’s other customers; and/or (iii) may be unreliable or inappropriate for use by Customer. Customer remains solely responsible for evaluating (including by human review) the accuracy, suitability, and compliance of any AI Customer Output before relying on or using such output in any manner or for any purpose. Customer will always exercise human oversight (i.e., human in the loop) over its use of the Services. Customer acknowledges that actions performed by the Services at the direction of Customer are deemed authorized acts of Customer. 

2.4 Passwords and Access Credentials. Customer is responsible for keeping passwords and access credentials associated with the Services confidential. Customer shall not sell or transfer them to any other person or entity. Customer shall promptly notify LSG about any unauthorized access to passwords or access credentials. 

2.5 Open Source Components. The operation and use of the Services may include the use of Open Source Components. The applicable open source license notices and license texts governing such Open Source Components (each, an “Open Source License”), including any required source code availability, are made available at https://www.leangroup.com/open-source-notices-agentedge. Customer acknowledges that Open Source Components are licensed to Customer pursuant to their applicable Open Source Licenses and not under these Terms, and that such Open Source Licenses may contain additional rights, obligations, disclaimers, and limitations of liability applicable to the Open Source Components.  

2.6 Third-Party Products. The Services may permit access to, include, or incorporate software, technology, data, services, or other products owned or provided by third parties (“Third-Party Products”). Third-Party Products are not Services and are subject to their own terms and conditions. Customer agrees to comply with all such applicable terms as a condition of accessing or using the applicable Third-Party Products. LSG does not control and is not responsible for Third-Party Products and does not warrant or make any representations regarding the correctness, accuracy, completeness, availability, performance, or fitness of any Third-Party Products or their providers. Access to or use of any Third-Party Product is not an endorsement by LSG. If Customer does not agree to the applicable third-party terms, Customer must not access or use the relevant Third-Party Products or any Services that incorporate or depend on them.  

 

3.0 Intellectual Property.   

3.1 LSG IP. The Services, including all AI Technology, models, algorithms, systems, and any improvements, enhancements, or modifications thereto, whether developed independently or through use of the Services, the Documentation and all software and services provided or utilized by LSG in providing the Software Services (“LSG IP”) are owned exclusively by LSG and its licensors, and will be deemed and treated by Customer and its Affiliates as LSG’s Confidential Information.  Neither Customer nor its Affiliates shall obtain any ownership or other rights in connection with the foregoing LSG IP (or any know how or invention relating thereto), other than the limited rights and licenses set forth in Section 1.0 (Licenses and Rights to Use) of this Software Services Schedule. LSG’s use of Customer Data pursuant to these Terms, including but not limited to use pursuant to Section 3.2, does not provide Customer or any third-party with any rights, including ownership or license rights, in LSG IP. LSG expressly reserves all rights in connection with the foregoing.   

3.2 Customer Data. All Customer Data is owned exclusively by Customer and its licensors. Customer hereby grants to LSG a perpetual,  irrevocable, non-exclusive, transferable, sublicensable, royalty-free, worldwide license to (i) reproduce, distribute, display, and otherwise use the Customer Data and to Process the Customer Data as reasonably necessary to provide the Services to Customer or as otherwise permitted under these Terms,  (ii) use, modify, and adapt Customer Data to train, develop, adapt, modify, enhance, or improve the Services and AI Features, including any Third-Party Products, and (iii) use, modify, and adapt Customer Data for LSG’s and its Subprocessors business purposes. Such use shall be subject to applicable Data Protection Laws and any applicable third-party terms incorporated into the Services. Notwithstanding anything to the contrary in these Terms or this Software Services Schedule, and unless prohibited by applicable law, LSG may delete or restrict access to Customer Data if LSG reasonably determines that such Customer Data violates these Terms, applicable law, or poses a security, legal, or regulatory risk. 

3.3 Cooperation. The Parties agree, during the Term and for a reasonable period thereafter, to cooperate in good faith to the extent reasonably necessary to confirm, document, and enforce the allocation of Intellectual Property Rights expressly set forth in these Terms, including providing reasonable assistance in executing confirmatory documents if required to reflect such allocation. 

3.4 Feedback. Customer may provide suggestions, feedback, or other input regarding the Services (“Feedback”). LSG may use such Feedback without restriction, including to develop, improve, and enhance its Services and AI Technology, without any obligation to Customer. LSG and its Subprocessors may incorporate general knowledge, skills, experience, and learnings derived from the provision of the Services into their business, services, and AI Technology, provided that no Customer Confidential Information is disclosed or used in identifiable form except as permitted herein. 

 

4.0 Software Services Warranties. 

4.1 Workmanlike Services, Conformance.  LSG warrants that it will use commercially reasonable efforts to meet the service levels set forth in this Software Services Schedule, and that during the applicable Subscription Term, the Software Services will conform in all material respects with the Documentation. In the event of a breach of any warranty set forth in this Section 4.1, Customer’s sole and exclusive remedy, and LSG’s sole liability, shall be for LSG to correct the non-conformance in a timely and professional manner by either (i) replacing or correcting the non-conforming component of the Software Services, or (ii) re-performing the applicable Services. Notwithstanding the foregoing, if there is a material breach of this Section 4.1 that remains uncured and occurs more than two (2) times within any rolling twelve (12) month period, Customer may terminate the affected Order upon six (6) months’ prior written notice. Termination pursuant to this Section shall be limited to the affected Order only and shall not affect any other active Orders or these Terms as a whole. For clarity, Availability metrics and remedies are governed exclusively by Section 7.2 of this Software Services Schedule and do not constitute a breach of this warranty. 

5.0 Operation & Maintenance Services.  LSG or its agents will operate and maintain the Software Services during the applicable Subscription Term in connection with the Software Services. 

6.0 Support Services.  LSG will provide support, updates, and maintenance of the Software Services (“Support Services”) during the applicable Subscription Term as follows: 

6.1 Service Interruption.   LSG will provide service interruption and issue reporting, and assistance with service requests, through its designated support channels. Support requests may be submitted at any time. Support response and handling will be provided during  business hours of the responsible team, and requests received outside such hours will be addressed on the next business day, unless otherwise agreed in writing. 

LSG will use commercially reasonable efforts to meet the following response and resolution targets: 

Severity	Description	Response Time Target	Resolution Time Target
1 – Critical	Software Services are unavailable, there is multi-customer material impact, or a security or data exposure event has occurred	As soon as reasonably possible 2 hours	Workaround within 24 hours; final resolution target 72 hours
2 – High	A key function is impaired or degraded with material impact but no full outage	1 business day	3–5 business days
3 – Medium	Non-blocking issue or limited degradation with minor impact	2 business days	10 business days or inclusion in product backlog
4 – Low	Minor issue or general support request	3 business days	As scheduled by LSG

 

“Response Time” means the period from Customer’s initial submission through designated support channels until LSG acknowledges receipt and communicates the next diagnostic or support step.    

“Resolution Time” are targets only and may vary depending on issue complexity and operational considerations.  

6.2 Issue Escalation.  LSG may escalate incidents internally based on severity, business impact, and operational requirements, in accordance with its then-current escalation procedures. Critical and High severity incidents will be prioritized and escalated to appropriate Product and Engineering personnel for review and remediation.  

LSG will provide status updates for open issues as follows: 

– Severity 1: every 4 hours until a workaround is implemented, and daily thereafter 

– Severity 2: every 24 hours 

– Severity 3: weekly or upon material change 

– Severity 4: upon resolution or material change 

No specific individual, title, or level of personnel are guaranteed unless expressly agreed in writing. 

6.3 Maintenance and Patches.  LSG will provide maintenance updates and patches as part of the Support Services. Scheduled maintenance will be performed during maintenance windows agreed with Customer or at times reasonably selected by LSG to minimize disruption. LSG will use commercially reasonable efforts to provide advance notice, except in the case of emergency maintenance.  

6.4 No Guarantee. The service levels, response times, and resolution targets set forth in this Section 6 are targets only and are provided for informational and operational purposes. Such targets do not constitute a guarantee, warranty, or service level commitment. Failure to meet any service level target shall not constitute a material breach of the Terms and shall not give rise to any service credits, penalties, or other liability, except as expressly provided in the Terms or an applicable Order. All Support Services are provided on a commercially reasonable efforts basis, subject to LSG’s then-current support processes, designated support channels, and operational procedures, which may be updated from time to time, provided that any material reduction in support commitments will not apply during the then-current Subscription Term unless agreed by Customer in writing. 

 

7.0 Service Levels and Remedies. 

7.1 Scheduled Downtime.  LSG may schedule a reasonable amount of downtime for routine maintenance, back-ups, and related activities (“Scheduled Downtime”).  Except in the case of an emergency, LSG will give Customer reasonable advance notice of any Scheduled Downtime and in no event less than twenty four (24) hours’ prior notice.  Except in the case of an emergency, all Scheduled Downtime will occur after 11PM and before 6AM Eastern Time. 

7.2 Availability. The Software Services shall be deemed “Available” unless Customer is unable for all practical business purposes to transmit data to or receive data from the Software Services, provided that the inability to transmit and receive data is not due to problems with Third-Party Products, or equipment, services, communication lines, or other products operated or controlled by any party other than LSG.  For avoidance of doubt, Scheduled Downtime shall not be considered as time when the Software Services are not Available. 

During the Subscription Term, LSG will use commercially reasonable efforts to ensure the Software Services are Available 99.90% of the time.   

If Availability is below 99.0% (i) for any three (3) months in any six (6) month period during the applicable Subscription Term, Customer may terminate the applicable Order by providing thirty (30) days’ written notice to LSG, in which case Customer will receive a refund of any pre-paid fees unearned as of the date of any such termination. 

7.3 No Further Remedies.  The termination rights set forth in Section 7.2 in this Software Services Schedule are Customer’s sole and exclusive remedies in the event LSG fails to meet Availability targets. 

8.0 No Refunds.  Customer acknowledges and agrees that the fees and pricing set forth in each applicable Order are based on Customer’s commitment to maintain the applicable subscription for the full Subscription Term. Except as expressly provided in these Terms or the applicable Order, all fees paid or payable are non-refundable, non-creditable, and not subject to setoff. Customer shall not be entitled to any refunds, credits, service credits, or fee reductions for any failure to meet service levels, availability targets, or performance metrics, and Customer’s sole remedy in such cases shall be the termination rights expressly set forth in these Terms. 

9.0 Data Protection.  During the Term, LSG will comply with the attached Data Processing Addendum, which is hereby incorporated by reference into this Software Services Schedule.