Visier Artificial Intelligence Addendum

This Visier Artificial Intelligence Addendum (“AI Addendum”) is applicable to the operation of AI Systems. This AI Addendum forms part of the Agreement. If there is any conflict between this AI Addendum and any other part of the Agreement, this AI Addendum will control with respect to matters within its scope. This AI Addendum will automatically terminate upon termination of the Agreement. Should a party execute this AI Addendum as “Customer” that is not party to the Agreement, this AI Addendum will be void and not legally binding. Capitalized terms used but not defined in this AI Addendum have the meanings ascribed to them in the Agreement.

1. Definitions.

“AI Law” means legislation and regulations governing artificial intelligence that is applicable to Visier’s provision of AI Systems to Customer pursuant to the Agreement.

“AI System” means a machine-based system that is part of the SaaS Services that is designed to operate with varying levels of autonomy and may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

“Intended Purpose” means the use for which an AI System is intended by Visier, including the specific context and conditions of use, as specified in the information supplied by Visier.

“Substantial Modification” means a change to an AI System after its deployment that is not foreseen or planned in Visier’s formal risk assessment(s) and that affects the compliance of the AI System with requirements under applicable AI Law or results in a modification of its Intended Purpose.

2. Responsible AI Development. Visier commits to the responsible development of artificial intelligence, adhering to principles of technical robustness, transparency, and security. Visier complies with applicable AI Laws, aligns its AI governance practices with recognized AI safety and risk management frameworks, and updates its AI Systems to maintain compliance with material legislative changes as they become effective.

3. Customer Data Protection. Customer Data processed by AI Systems is used strictly for the purposes set forth in the Agreement. Visier does not use Customer Data to train any generative AI models or technologies.

4. Transparency. Visier designs and develops AI Systems in a manner intended to enable Authorized Users to interpret and appropriately use outputs for their Intended Purpose. Such measures include designing AI Systems to provide citations, data summaries, or similar features that give Authorized Users visibility into the components underlying a specific AI-generated output. Where an AI System is intended to interact directly with natural persons, Visier designs the AI System so that natural persons are made aware of direct interactions, unless the interaction is obvious from the circumstances and the context of use. Visier provides clear and accessible information about artificial intelligence technologies used as part of the SaaS Services. This includes details about the types of models used, the purposes for which artificial intelligence is used, and the measures taken to ensure responsible and ethical artificial intelligence practices. Customers can access this information through Visier’s website, published AI System Cards, Documentation, and other communication channels.

5. Risk Classification. Visier determines any applicable risk classification of its AI Systems in accordance with the requirements and timelines set forth in AI Law. Visier documents its determinations (including any assessment supporting its risk classifications) and registers them where required by applicable AI Law.

6. Risk Management System. Visier implements and maintains a risk management framework as part of the processes governing its development and provision of AI Systems. Such processes are continuous, iterative, planned and maintained throughout each AI System’s lifecycle, and subject to regular review and updating. They include pre-deployment testing, ongoing validation, evaluation of third-party datasets, and other matters Visier deems appropriate, considering Visier’s internal AI governance framework and obligations under applicable AI Law. For the purposes of AI Law, the risk management framework described herein constitutes Visier's risk management system.

7. Technical Documentation. Visier’s AI System Cards and Documentation serve as the formal technical documentation for its AI Systems. Depending on the AI System’s complexity, such technical documentation may include a general overview of the Intended Purpose and architecture of the AI System, a summary of how it was built (including any third-party tools, logic, or algorithms used), its performance and accuracy levels in relation to workforce analytics, and an outline of applicable risk management and human oversight controls. If Visier qualifies as a small or medium-sized enterprise under applicable AI Law, then Visier may maintain technical documentation in a simpler or modular format as permitted by applicable AI Law.

8. Event Logging. Visier designs AI Systems with logging and monitoring capabilities that are appropriate to their Intended Purpose. Visier maintains event logs primarily for its own monitoring, security, and optimization purposes. Visier retains event logs under its control as required by applicable AI Law. Where required by AI Law and upon Customer’s written request, Visier will provide Customer with a summary of relevant log data.

9. Instructions for Use. Visier provides Customer with up-to-date instructions for use (in the form of application descriptions, applicable Documentation, and AI System Cards) that outline the AI System’s Intended Purpose, capabilities, known limitations, and general guidance to support proper customer operation and oversight.

10. Human Oversight. Visier designs the AI System to facilitate effective oversight and mitigation of risks by incorporating features that enable Authorized Users to monitor performance, interpret and override outputs, and address automation bias. Customer expressly acknowledges that the AI System is a decision-support tool. Customer shall ensure that competent, trained personnel perform meaningful human review of all AI generated outputs. Customer shall not use the AI System to make any automated or over-reliant decisions regarding its personnel, including without limitation with respect to hiring, termination, discipline, promotion, or change of compensation.

11. Accuracy, Robustness and Cybersecurity. Taking the Intended Purpose into account, Visier designs AI Systems to achieve an appropriate level of accuracy, robustness, and cybersecurity, and to perform consistently in those respects throughout their lifecycles. Visier maintains technical measures and a cybersecurity program designed to support system resilience, monitor performance, and protect the integrity of AI Systems and their outputs.

12. Quality Management System. Visier maintains an AI governance framework that serves as its quality management system (“QMS”). This framework integrates AI-specific procedures into Visier's existing processes to address design validation, data management, performance monitoring and incident reporting. Where mandated by applicable AI Law, Visier undertakes required compliance assessments and maintains appropriate monitoring procedures. QMS materials are confidential and proprietary to Visier. Unless strictly required by applicable AI Law, Visier is not obligated to share any internal QMS-related documentation with Customer.

13. Corrective Actions. If Visier reasonably determines that: (i) an AI System is or has become non-compliant with applicable AI Law; or (ii) it must take steps to (a) mitigate risks to the health, safety, or fundamental rights of natural persons, or (b) comply with binding legal obligations, then Visier may, on notice to Customer (which notice may be given concurrently with, or promptly following, the corrective action where urgency requires), take such corrective action as is reasonably necessary to address the foregoing, including by suspending or withdrawing an affected AI System. If Visier notifies Customer that an AI System will be permanently withdrawn, Customer may terminate the affected Order (or affected portion thereof) upon written notice to Visier.

14. No Modification and Transfer of Responsibility. Customer is prohibited from making any Substantial Modification or altering the Intended Purpose of an AI System without Visier’s prior written consent. Should any circumstances result in the Customer or a third party being deemed the “provider” (or equivalent responsible party) of an AI System under applicable AI Law, then Visier’s status as “provider” under applicable AI Law and all associated regulatory obligations shall immediately terminate, provided that, where required by applicable AI Law, Visier will cooperate with the new provider by making available the information and providing the reasonably expected technical access and assistance necessary for the fulfilment of the new provider’s obligations under applicable AI Law, all at Customer’s expense.

15. Customer Obligations. Customer shall implement appropriate technical and organizational measures to ensure that AI System use aligns with the Intended Purpose, including: (i) use of input data that is relevant and sufficiently representative for the AI System’s Intended Purpose; (ii) providing competent human overseers with authority to override outputs; (iii) immediately notifying Visier of any serious incidents or material risks and, where Customer has reason to consider that use of the AI System presents such a risk, suspending such use and fulfilling any notification obligations to competent authorities under applicable AI Law; (iv) fulfilling all applicable notification obligations related to use of the AI System; (v) retaining AI System logs under its control for at least six (6) months, unless a longer period is required by applicable law; and (vi) prior to putting an AI System into service in the workplace, providing any required disclosures to affected workers (and their representatives, as required) that they will be subject to the use of the AI System.