Terms & Conditions

1. Scope of Frankly Services

The Frankly Services provide assistive functionality, including natural-language interaction, content generation, insights, recommendations, and workflow support. Frankly Services are designed to augment human decision-making which include optional features and functionality to operate with various levels of autonomy.

2. Usage Limits

Customer's use of the Frankly Services is subject to:

• Usage limits, credits, or quotas specified in the applicable Sales Order
• Reasonable use consistent with the intended functionality of the Frankly Services
• Function Software may monitor usage and enforce limits, including throttling, suspension, or overage charges, in accordance with the Agreement and this Addendum.

3. Prohibited Uses

Customer shall not use the Frankly Services to:

• Provide or rely upon legal, medical, financial, tax, employment, credit, safety-critical, or other regulated advice or decisions
• Replace professional judgment or licensed services
• Violate applicable laws, regulations, or third-party rights
• Share credentials, resell, sublicense, or provide unauthorized third-party access

4. AI-Specific Disclaimers

4.1 No Warranty as to Outputs

AI-generated outputs are probabilistic and non-deterministic, may be inaccurate, incomplete, misleading, or outdated, and are provided "as is" and without warranties of any kind. Function Software disclaims all warranties, express or implied, including warranties of accuracy, merchantability, fitness for a particular purpose, and non-infringement.

4.2 Human Review Requirement

Customer acknowledges and agrees that Customer is responsible for determining the implementation and use of optional features and functionalities and maintaining the respective settings regarding such AI and the outputs. Settings must be reviewed and periodically validated by Customer. AI outputs are not a substitute for professional judgment. Customer bears sole responsibility for any decisions or actions taken based on AI outputs.

4.3 No Professional Advice

AI outputs do not constitute legal, medical, financial, tax, or other professional advice, regardless of how such outputs are phrased.

5. Responsibility and Compliance

Customer is solely responsible for its use of the Frankly Services and AI outputs, compliance with all applicable laws and regulations, and any downstream consequences arising from reliance on AI-generated content.

6. Intellectual Property

6.1 Customer Inputs

Customer retains all rights, title, and interest in Customer data and content submitted to the Frankly Services. Customer grants Function Software a royalty-free, non-exclusive license for the term of this Addendum to use Customer data and content to the extent necessary to provide, maintain, secure, troubleshoot, and prevent abuse of the Frankly Services.

6.2 AI Outputs

Subject to Customer's compliance with the Agreement, Customer may use AI-generated outputs for its internal business purposes. No ownership or rights are granted in the AI models, Function Software prompts, templates, or underlying systems.

6.3 Function Software IP Rights

Function Software retains all rights, title, and interest in the Frankly Services as provided by Function Point, including all models, agents, prompts, workflows, system architecture, and related improvements or derivatives.

7. Feedback

Customer grants Function Software a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate any feedback, suggestions, or learnings arising from Customer's use of the Frankly Services to improve the Frankly Services and related Function Software services without limitation and without obligation or attribution.

8. Data Protection

8.1 Roles

For purposes of applicable data protection laws, Customer is the controller and Function Point is the processor of any personal data processed through the Frankly Services.

8.2 Data Use

Customer inputs and outputs are not used to train third-party foundation models. However, Function Point may use de-identified/aggregated data to improve the Frankly Services, provided it does not identify Customer or individuals. Data is retained only as necessary to provide the Frankly Services or as required by applicable law.

9. Pricing and Fees

Subject to Section 1.5 of the Agreement, fees for the Frankly Services are as set forth in the applicable Sales Order and this Section 9.

9.1 Fee Structure Overview

The Frankly Services are billed using a combination of (a) a base subscription fee, and (b) fees for Customer's purchase of Credit Blocks under Section 9.5 (together, "Usage Fees").

9.2 Included Allowance

Each Sales Order specifies an included monthly allowance of Credits per seat (the "Included Allowance"). The Included Allowance resets at the start of each monthly billing period. Unused Included Allowance does not carry forward unless expressly stated otherwise in the applicable Sales Order.

9.3 Metering

Function Software meters consumption based on Credits, as recorded by Function Software's systems. Usage data is available through the Frankly administrative dashboard, updated no less frequently than daily.

9.4 Monthly Spend Cap

Customer's designated administrator(s) may set an account-level limit on Credit consumption (a "Monthly Spend Cap") via the Frankly administrative dashboard. Function Software will notify administrators when available Credit balance reaches 50%, 80%, and 100% depletion.

9.5 Purchase of Credit Blocks

Customer may purchase additional Credit Blocks at the rates set forth in Function Software's then-current rate card. Usage is drawn down first against the Included Allowance, then against purchased Credit Blocks on a first-in-first-out basis.

9.6 Pricing of Credit Blocks

Credit Blocks expire twelve (12) months from the date of purchase if unused and are forfeited without refund upon expiry.

9.7 Invoicing and Payment

The base subscription fee is invoiced per the applicable Sales Order. Credit Block purchases are invoiced and collected in full at the time of purchase and are non-refundable.

10. Limitation of Liability

To the maximum extent permitted by law, Function Software shall not be liable for indirect, incidental, special, or consequential damages arising from Frankly Services or AI outputs. Function Software's aggregate liability shall be subject to the liability limitations set forth in the Agreement but limited to the fees paid by Customer for Frankly Services.

11. Indemnification

Customer shall indemnify, defend, and hold harmless Function Software from claims arising out of Customer's misuse of the Frankly Services, violation of this Addendum or applicable law, and use of AI outputs in a manner that infringes third-party rights or regulatory obligations.

12. Modification and Availability

Function Software may modify, enhance, substitute, restrict, or discontinue Frankly Services or underlying technologies. Discontinuation will not be deemed a failure to provide the Services under the Agreement. Material changes will be communicated in accordance with the Agreement.

13. No SLA for AI Outputs

Unless expressly stated in a Sales Order, no service-level commitments apply to AI outputs, response quality, or model behavior.

14. Order of Precedence

In the event of a conflict with the Agreement, this Addendum governs solely with respect to Frankly Services. All other provisions of the Agreement not modified by this Addendum shall remain in full force and effect and shall be interpreted and applied accordingly.