AI Addendum
Last revised 9/28/2026
This AI Addendum (this "Addendum") supplements the End User License Agreement between Claroty Ltd., on behalf of itself and its affiliates ("Claroty") and the entity identified therein ("User") (the "Agreement"). This Addendum applies solely to User's access to and use of the AI Features (as defined below). In the event of a conflict between this Addendum and the Agreement with respect to the AI Features, this Addendum controls. Capitalized terms not defined herein have the meaning given to them in the Agreement.
1. Definitions
1.1 "AI Features" means those features, functions, and modules of the Products that are identified by Claroty as using artificial intelligence, machine learning, generative, or large language model technology, including any successor or replacement features.
1.2 "Input" means any prompt, instruction, query, document, data, or other material submitted by or on behalf of User or its Authorized Users to the AI Features.
1.3 "Model Provider" means a third party that licenses or makes available to Claroty a foundation model, hosted inference service, or other AI technology used in providing AI Features.
1.4 "Output" means any content, text, code, image, score, classification, recommendation, or other material generated by the AI Features in response to Input.
1.5 "Products Data" means data generated or derived by Claroty from the operation, monitoring, or use of the Products and the AI Features, including telemetry, logs, configuration data, feature usage, error and quality signals, threat intelligence, vulnerability, asset and anomaly signatures, and statistical, aggregated, or de-identified data, in each case in a form that does not identify User, any Authorized User, or any natural person. Products Data does not include Input or Output in identifiable form.
2. Provision of AI Features
2.1 Grant and Scope. Subject to the Agreement and User's payment of applicable fees, Claroty grants User a non-exclusive, non-transferable right to access and use the AI Features during the applicable Subscription Term solely for User's internal business purposes.
2.2 Evolving Technology; Right to Modify. User acknowledges that AI technology is rapidly developing. Claroty may at any time and without liability: (a) add, modify, substitute, deprecate, or withdraw any AI Feature, model, model version, or Model Provider; (b) change the architecture, parameters, or configuration of the AI Features; and (c) impose or adjust usage limits, rate limits, token or credit allocations, or fair-use thresholds. Claroty will use reasonable efforts to avoid materially degrading the core functionality of the Services as a whole during a paid Subscription Term. Claroty's maintenance and support obligations under the Agreement do not apply to the AI Features unless expressly stated in an Order Form.
2.3 Beta and Preview Features. AI Features designated as beta, preview, trial, early access, evaluation, or similar are provided "as is", without warranty, indemnity, service level, or support of any kind, and may be discontinued at any time. Claroty's aggregate liability arising from such features is limited to EUR 100.
2.4 Third-Party Model Providers. The AI Features may be delivered using Model Providers. Claroty remains User's sole contracting counterparty and is not liable for acts or omissions of any Model Provider except to the extent expressly assumed in the Agreement.
3. Input, Output, and Data Rights
3.1 User Responsibility for Input. User is solely responsible for its Input and for having all rights, consents, licenses, notices, and lawful bases necessary for Claroty and its Model Providers to process the Input and Output as contemplated by this Addendum. User authorizes Claroty and its Model Providers to use, copy, transmit, process, and store Input and Output solely to provide, secure, monitor, support, troubleshoot, and operate Claroty’s products and services, enforce usage policies, prevent abuse, and comply with applicable law. User will not submit as Input: (a) special categories of personal data within the meaning of Article 9 of Regulation (EU) 2016/679 ("GDPR") or equivalent sensitive data under applicable law; (b) payment card data, government identifiers, biometric data, or health records; (c) data of children below the applicable age of digital consent; or (d) any material User is not permitted to disclose or process, in each case unless expressly permitted in an Order Form.
3.2 Output. As between the parties and subject to Section 3.3, to the extent permitted by applicable law, User retains its rights in Input and may use Output generated from its Input for its internal business purposes. Claroty assigns to User any right, title, and interest Claroty may have in such Output, without affecting Claroty's ownership of the AI Features, Products Data, or any underlying technology or materials. Claroty makes no representation that Output is unique, novel, accurate, complete, current, non-infringing, or protectable by intellectual property rights. User acknowledges that Output is probabilistic, that identical or similar Input may produce different Output, and that the AI Features may generate Output that is factually incorrect or that resembles output generated for other customers. User acquires no right, title, or interest in output generated for any other customer or third party.
3.3 Reservation of Rights. Claroty and its licensors retain all right, title, and interest in and to the Services, the AI Features, all underlying models, weights, algorithms, prompts, prompt templates, guardrails, embeddings, indices, software, and documentation, and all improvements to and derivatives of the foregoing. No rights are granted by implication, estoppel, or otherwise.
3.4 No Training on User Content; Permitted Use of Products Data. Claroty will not use User's Input or Output to train or fine-tune any generally available foundation model for the benefit of third parties without User's consent and will contractually require its Model Providers not to use Input or Output to train their models. Claroty may, however, process Input and Output as permitted under Section 3.1 and may use Products Data to develop, improve, and secure Claroty's products and services. Claroty owns all Products Data. This Section survives termination.
3.5 Feedback. Any feedback, suggestions, ratings, or evaluations User or its Authorized Users provide regarding the AI Features are provided royalty-free, and Claroty may use them without restriction or attribution.
3.6 Data Protection. Claroty's Data Processing Addendum ("DPA") governs processing of personal data through the AI Features. Claroty acts as processor in respect of personal data contained in Input and Output, and as controller in respect of Products Data. Claroty may engage Model Providers as sub-processors in accordance with the DPA's sub-processor provisions.
4. User Obligations; Human Oversight
4.1 Human Review and AI Literacy. User will implement and maintain appropriate human review of Output before relying on it and will not use Output as the sole basis for any decision that has legal, financial, safety, employment, health, credit, operational-continuity, or other material effect on any person or system. User will ensure that personnel and others who operate or use the AI Features on its behalf have appropriate AI literacy, competence, training, and authority for their roles and the relevant context of use. User is solely responsible for decisions it makes and actions it takes (or omits to take) based on Output, including any change to, isolation of, or interruption of any asset, network, or industrial process.
4.2 Prohibited Uses. User will not, and will not permit any Authorized User or third party to, use the AI Features:
(a) for any purpose prohibited by Article 5 of Regulation (EU) 2024/1689 (the "EU AI Act") or by comparable prohibitions under applicable law;
(b) for any use case that would cause the AI Features, or User's use of them, to be classified as a high-risk AI system under Article 6 or Annex III of the EU AI Act, or as high-risk, high-impact, or automated decision-making subject to heightened obligations under other applicable AI laws, unless expressly agreed in writing in an Order Form;
(c) as a safety component of, or for the automated control or actuation of, any industrial process, machinery, vehicle, aircraft, medical device, weapon, nuclear facility, or life-sustaining or safety-critical system, or for the automated management or operation of critical infrastructure without human review under Section 4.1;
(d) for medical diagnosis or treatment, or for the evaluation of creditworthiness, insurance risk, education access, employment decisions, law enforcement, migration or border control, or the administration of justice;
(e) to develop, train, benchmark, or improve any competing model or AI product, or to reverse engineer, extract, or replicate the models, weights, prompts, or guardrails underlying the AI Features;
(f) to generate content that is unlawful, defamatory, harassing, deceptive, infringing, or that impersonates a natural person without disclosure; or
(g) to circumvent any technical limitation, filter, safety guardrail, or usage limit.
4.3 Disclosure and Transparency. Where User makes Output available, User is solely responsible for providing any notices, disclosures, labelling, or marking of AI-generated content, and for obtaining any consents, required under applicable law (including Articles 50 and 26 of the EU AI Act and comparable transparency requirements in other jurisdictions).
4.4 Allocation of AI Act Roles. To the extent the EU AI Act applies and based on the intended purpose and permitted use of the AI Features under this Addendum, the parties intend that Claroty acts as provider and User as deployer of the AI Features. User will not (a) place the AI Features on the market or into service under its own name or trademark, (b) make a substantial modification to the AI Features, or (c) modify the intended purpose of the AI Features, in each case in a manner that would cause User to be deemed a provider or Claroty to assume obligations in respect of a high-risk AI system. If User does so, User assumes all resulting regulatory obligations, will notify Claroty promptly, and will indemnify Claroty under Section 6.2.
4.5 Cooperation. Claroty will make available the technical documentation, instructions for use, and information regarding the AI Features that Claroty generally makes available to its customers to assist User in meeting its applicable deployer obligations. User will promptly provide Claroty with information reasonably requested concerning User's use of the AI Features and will cooperate with Claroty in responding to any actual or suspected misuse, serious incident, regulatory inquiry, or compliance concern. Claroty is not obliged to disclose model weights, training data, source code, algorithms, model architecture, or other confidential or proprietary information, and any assistance beyond Claroty's standard documentation is chargeable at Claroty's then-current professional services rates.
4.6 Compliance Information and Verification. User will promptly notify Claroty in writing if: (a) User intends to use, or becomes aware that it has used, any AI Feature for a purpose that may be prohibited, high-risk, high-impact, or otherwise subject to heightened obligations under applicable law; (b) User receives any inquiry, complaint, audit, investigation, enforcement action, or information request from a competent authority concerning its use of an AI Feature; or (c) User becomes aware of any serious incident, material malfunction, or actual or suspected violation of law arising from its use of an AI Feature.
No more than once per calendar year, on at least thirty (30) days' prior written notice, User may submit reasonable written questions concerning Claroty's AI governance practices and data handling procedures relevant to the AI Features. Claroty may satisfy such requests through then-current third-party certifications, independent assessment reports, completed industry-standard questionnaires, policy summaries, or other documentation that Claroty reasonably determines is sufficient. Consistent with Claroty's obligations under this Agreement, Claroty is not obliged to disclose model weights, training data, source code, algorithms, model architecture, or other confidential or proprietary information. User has no right to conduct an on-site audit, access Claroty's systems or facilities, or appoint a third-party auditor, except with Claroty's prior written consent. Any cooperation or assistance beyond Claroty's standard documentation is chargeable at Claroty's then-current professional services rates.
If User is subject to a regulatory inquiry concerning its use of an AI Feature, Claroty will provide reasonable cooperation, subject to the Agreement's confidentiality terms and reimbursement of Claroty's reasonable costs. User will give Claroty prompt written notice, permit Claroty to review and comment on proposed disclosures concerning Claroty or the AI Features where legally permitted, and disclose Claroty's confidential information only to the extent legally required.
5. Warranties and Disclaimers
5.1 Limited Warranty. Claroty warrants that it will provide the AI Features with reasonable skill and care and in accordance with its published documentation. User's sole and exclusive remedy for breach of this warranty is, at Claroty's election, correction of the non-conformity or termination of the affected AI Feature with a pro rata refund of prepaid, unused fees attributable to that AI Feature.
5.2 AI-Specific Disclaimer. To the maximum extent permitted by applicable law, and notwithstanding anything in the Agreement, Claroty expressly disclaims any warranty, condition, representation, or term (express, implied, statutory, or otherwise) that: (a) Output will be accurate, complete, current, reliable, error-free, consistent, unique, or fit for any particular purpose; (b) Output will be free of bias or will not infringe third-party rights; (c) the AI Features will identify, detect, prevent, or remediate all vulnerabilities, threats, misconfigurations, anomalies, assets, or prohibited or harmful content; or (d) Output is legal, tax, medical, financial, engineering, or other professional advice. Output may contain material inaccuracies even when it appears detailed or specific. User assumes all risk arising from its reliance on Output and will independently verify Output before use.
6. Indemnities
User Indemnity. User will defend, indemnify, and hold harmless Claroty, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns against all claims, damages, losses, liabilities, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to: (a) User's Input; (b) User's use of or reliance on Output; (c) User's breach of Sections 3.1, 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6; or (d) any regulatory investigation, enforcement action, or third-party claim (including by any Authorized User, employee, data subject, or other natural person) arising from User's deployment or use of the AI Features.
7. Limitation of Liability
7.1 The limitations and exclusions of liability in the Agreement apply to this Addendum and to the AI Features. For the avoidance of doubt, Claroty's aggregate liability arising out of or relating to the AI Features (including Output) forms part of, and does not increase, the aggregate liability cap in the Agreement.
7.2 To the maximum extent permitted by applicable law, Claroty will have no liability for any loss, damage, cost, penalty, or claim arising from Output, from User's reliance on Output, or from any decision made or action taken (or not taken) on the basis of Output.
7.3 Nothing in this Addendum limits liability that cannot be limited under applicable law.
8. Suspension and Term
8.1 Suspension. Claroty may suspend or restrict User's access to any AI Feature immediately, with such notice as is reasonably practicable, where Claroty reasonably believes: (a) User is in breach of Section 3.1 or 4; (b) continued provision would create a legal, regulatory, security, or safety risk to Claroty, User, or any third party; (c) a Model Provider has suspended, restricted, or withdrawn technology used in the AI Features; or (d) applicable law, regulatory guidance, or a competent authority requires it. Suspension under this Section is not a breach by Claroty and does not entitle User to a refund, credit, or termination right in respect of the remainder of the Services.
8.2 Regulatory Change. If a change in applicable law or regulatory interpretation makes provision of any AI Feature unlawful, materially impracticable, or materially more costly for Claroty, Claroty may modify or withdraw that AI Feature on thirty (30) days' notice, with a pro rata refund of prepaid, unused fees attributable to the withdrawn AI Feature as User's sole remedy.
8.3 Term. This Addendum takes effect on the earlier of the date of last signature and User's first use of an AI Feature and continues for so long as User has access to any AI Feature. Sections 3.3, 3.4, 3.5, 5.2, 6, and 7 survive termination.
9. General
The Agreement remains in full force and effect. This Addendum is governed by the governing law and dispute resolution provisions of the Agreement.
