Automation Operations Terms

Engagement Model

1.1 Operational Specification. Each hosted Automation Solution has an "Operational Specification" — the technical and operational specification for the Automation Solution, delivered by the Services Provider and approved by Customer — describing the automation's purpose, its material inputs and outputs, its third-party dependencies, the systems and actions it is authorized to access or perform, its human-review points and operational controls, and its go-live and rollback procedures. The applicable Order Form identifies the Automation Solution and its support package. Customer's approval of the Operational Specification is given in writing before production go-live. The design and build of an Automation Solution is performed by the Services Provider under the Services Terms; this Schedule governs Vectra View's operation of it once Customer has approved its Operational Specification.

1.2 Hosted Operation. Each Automation Solution covered by this Schedule is hosted and operated in Vectra View’s automation environment as a managed service. Customer’s rights consist of receiving the Automation Solution’s operation and outputs during the applicable term. No license to the underlying software, workflows, or configurations is granted for hosted Automation Solutions.

1.3 Other Defined Terms. "Minor Enhancement" has the meaning given in Schedule D. "Change Order" and "Build Specification" have the meanings given in the Services Terms.

1.4 Status of the Operational Specification. The Operational Specification is incorporated to describe the technical and operational configuration of the applicable Automation Solution. It does not modify the Agreement, the Schedules, the Services Terms, Fees, warranties, or the allocation of liability, unless the applicable Order Form expressly identifies the provision being modified

Acceptance for Operation

2.1 Commencement of Operation. Vectra View will place an Automation Solution into production operation once Customer has approved its Operational Specification under Section 1.1 and the build has been completed and accepted under the Services Terms.

2.2 Customer Acceptance. Acceptance Criteria for the build, if any, are stated in the applicable Order Form or Build Specification and are governed by the Services Terms. Vectra View's commencement of operation does not constitute Customer's acceptance of the build, and does not create a warranty or guarantee of continuing operation, output quality, or third-party availability beyond those expressly stated in Section 13.2 of the Agreement.

Operation; Term; Wind-Down

3.1 Active Package Required. Ongoing operation and maintenance of a Vectra View-hosted Automation Solution require an active Automation Solution support package as stated in the applicable Order Form. Monitoring, alerting, and reporting are provided only to the extent stated in the applicable Order Form, Operational Specification, and Schedule D. Automated monitoring and event-based alerting may operate continuously as configured; human monitoring, investigation, and response are provided during Business Hours unless the Order Form expressly states otherwise. If the applicable Automation Solution support package expires or is terminated, Vectra View may immediately suspend the hosted Automation Solution, may decommission it after the export period in Section 3.2 has expired, and has no obligation to operate, maintain, or support it thereafter.

3.2 Wind-Down. Upon expiration or termination, and subject to Sections 8.5 and 8.6 of the Agreement, Vectra View will, on Customer’s written request made within thirty (30) days, provide a reasonable export of Customer Data and Customer-specific outputs processed by the Automation Solution that remain in Vectra View’s possession, in a commonly used format. The export does not include workflows, configurations, prompts, source code, credentials, or Vectra View's internal operational, infrastructure, diagnostic, or security logs, or other Vectra View or third-party intellectual property, except to the extent a Customer-specific execution or audit record is expressly identified as exportable in the Operational Specification, or export or return is required under Schedule C or applicable law.

3.3 Transition Assistance. Transition planning, data mapping, or other assistance beyond Vectra View’s standard export obligations is a Professional Service provided by the Services Provider under the Services Terms. Mandatory switching assistance required by applicable law is governed by Section 8.6 of the Agreement.

Third-Party Dependencies

4.1 Dependencies. Automation Solutions may depend on third-party automation and hosting infrastructure, AI model providers, data sources, and APIs. Vectra View will manage routine vendor and API changes as part of an active support package and may substitute a reasonably comparable provider, subject to the subprocessor-change process in Schedule C where applicable. Vectra View is not responsible for third-party acts, omissions, outages, deprecations, output quality, or pricing changes, except to the extent the loss results from Vectra View’s failure to perform its express obligations under the Agreement. A third-party change requiring redesign, rebuild, or other Professional Services will be addressed through a Change Order or new Order Form under the Services Terms. A third-party change that materially increases the cost of Vectra View's ongoing hosted operation will be addressed in writing under Schedule D, Section 3.4. If the Parties cannot agree on commercial treatment and no commercially reasonable substitute is available, Vectra View may, on reasonable notice, terminate the affected Automation Solution's hosted operation and refund prepaid, unused Fees for that operation on a pro-rata basis.

Data

5.1 Customer Data. Data processed by an Automation Solution on Customer’s behalf is Customer Data under the Agreement. Vectra View will logically segregate Customer Data from that of other customers, and will not use Customer Data to train or fine-tune AI models or in the operation of another customer's automations.

5.2 Reusable Patterns. Customer acknowledges that Vectra View and the Services Provider develop and reuse workflow patterns, components, prompts, and know-how across engagements. Nothing in this Schedule restricts such reuse, provided neither uses or discloses Customer’s Confidential Information or Customer Data. Whether the Services Provider's access to Customer Data in connection with an Automation Solution is governed by this Schedule and Schedule C, or instead by the Services Terms and the applicable data processing addendum between Customer and the Services Provider, depends on the capacity in which the Services Provider is acting, as explained in Schedule C, Section 5.1.

5.3 Credentials and Secrets. Customer will provide only credentials and access rights that it is authorized to provide and that are reasonably necessary for the engagement. Credentials and secrets must be delivered through a Vectra View-approved secure method. Vectra View will use Customer-controlled credentials solely to provide the Automation Solution, apply least-privilege access, restrict access to authorized personnel, and protect them using safeguards appropriate to their sensitivity. Customer remains responsible for credential rotation and revocation in Customer-controlled systems unless the Order Form assigns that responsibility to Vectra View.

5.4 Execution Records and Retention. Vectra View will apply its documented retention practices in effect at go-live for the Automation Solution, as those practices are updated from time to time, provided Vectra View will not materially reduce an applicable retention period during the Subscription Term except where reasonably necessary for security, technical, or legal reasons. The Operational Specification may state different or additional retention requirements where a particular Automation Solution requires them. Neither Party should assume that input payloads, intermediate records, or execution logs are retained permanently. This Section 5.4 is subject in all cases to the Agreement and Schedule C.

5.5 Customer-Controlled Systems. Customer will maintain the Customer-controlled accounts, credentials, permissions, systems, and third-party dependencies reasonably necessary for an Automation Solution to operate, and will give Vectra View reasonable advance notice of a material Customer-side change reasonably likely to affect its operation, including a change to credentials, permissions, field names, workflows, or system configuration. Vectra View is not responsible for a failure or interruption caused by a Customer-side change of which Customer did not give reasonable notice.

Intellectual Property

6.1 Vectra View Ownership. Vectra View owns all Automation Solutions and their components, including workflows, configurations, integrations, prompts, code, and documentation, together with Background IP and improvements and derivatives, regardless of whether created for Customer and regardless of whether developed by Vectra View or by the Services Provider. This Section 6.1 excludes Customer Data, Customer-provided materials, and any Deliverable owned by Customer under the Services Terms. Customer retains ownership of Customer Data and Customer-provided materials. Third-party and open-source components remain subject to their applicable license terms and are not owned by Vectra View.

6.2 No Ownership or Resale Rights. Neither a build fee paid to the Services Provider nor technical ability to inspect or edit a workflow transfers ownership of source code, workflow files, system prompts, reusable patterns, platform credentials, or an Automation Solution to Customer. Except as an Order Form expressly states, Customer may not sell, sublicense, publish, extract for use in another product, or use an Automation Solution or its components to build or assist a competing product or service.

Customer-Environment Deployments

7.1 Not Covered. Automation Solutions deployed into Customer’s environment are not operated by Vectra View and are not covered by this Schedule. Deployment and implementation assistance for a Customer-hosted Automation Solution are governed by the Services Terms. Because Vectra View owns the Automation Solution under Section 6.1, any license Customer receives to run it in Customer's own environment is granted by Vectra View under the applicable Order Form or separate license terms, not by the Services Provider.

Operational Controls; Disclaimers

8.1 Output Review. Automation Solutions process inputs that originate from Customer, its Clients, and third-party sources and may produce AI Outputs subject to Section 10 of the Agreement. Vectra View does not warrant the accuracy or completeness of automation outputs. Before relying on, distributing, or using an output to trigger a material action, Customer will apply review and approval controls appropriate to the risk, including review by a qualified person where the output relates to legal, compliance, security, financial, employment, or other consequential decisions.

8.2 Regulated Uses. Customer will not use an Automation Solution for a regulated or high-impact use described in Section 10.5 of the Agreement unless the Order Form expressly identifies the use case, required controls, responsible human reviewers, and allocation of compliance responsibilities. For clarity, a prohibited AI practice under Section 10.4 of the Agreement remains prohibited and cannot be authorized by an Order Form or otherwise.

8.3 Operational Controls. Customer will authorize an Automation Solution to access only approved systems and perform only approved actions. The Order Form or the Operational Specification will identify human approval gates for irreversible, external-facing, privileged, or otherwise high-consequence actions. Vectra View may pause an Automation Solution when it reasonably believes continued operation could cause material harm, unauthorized activity, or a breach of law or the Agreement, and will give notice when practicable. Vectra View will work with Customer in good faith to resolve the underlying condition and will restore operation once it is resolved. A pause under this Section does not relieve Customer of its payment obligations, subject to Customer's express remedies under the Agreement for a breach by Vectra View.

8.4 Retries, Duplicates, and Reconciliation. For an Automation Solution that creates, changes, transmits, or deletes material records or initiates an external action, the Operational Specification will identify appropriate retry limits, duplicate-action controls, exception handling, and reconciliation responsibilities. Unless expressly stated, Vectra View does not warrant that third-party systems will process an instruction exactly once.

8.5 Changes. Changes to an Automation Solution beyond a Minor Enhancement are performed by the Services Provider under the Services Terms and require a Change Order or new Order Form. Vectra View will operate the modified Automation Solution once Customer has approved the corresponding update to its Operational Specification.