Sligo Software Terms & Conditions
Last updated: April 19, 2025 • Effective date: May 1, 2025
Parties:
Provider: Sligo Software, Inc., a Delaware corporation, with its principal place of business at 2020 Calamos Court, Suite 200, Naperville, Illinois 60563 ("Provider" or "Sligo").
Customer: The party identified with its specific legal name, formation details, and address in the applicable Order Form that references and incorporates this Master Services Agreement ("Customer").
Recitals:
Provider has developed, owns, and operates a proprietary, fully managed Generative AI (GenAI) platform solution designed to enhance procurement and supply chain operations through collaborative human and AI agent interaction (the "Platform" or "Service").
The Service includes access to the Platform, proprietary software, specific GenAI "Agents" (as defined below), related Documentation, potential integrations, and associated support and Professional Services offered by Provider.
Customer desires to procure an annual subscription to access and use the Service for its internal business purposes, and Provider is willing to grant such access subject to the terms and conditions set forth in this Master Services Agreement ("Agreement") and any applicable Order Forms.
1. Definitions
"Affiliate": Any entity controlling, controlled by, or under common control with a party.
"Agents": Provider's proprietary GenAI constructs designed for specific roles within the Platform (e.g., Communicator, Supervisor, Advisor, Checker, Worker) as described in the Documentation.
"Agreement": This Master Agreement, including all Exhibits, Schedules, and Order Forms.
"Confidential Information": Non-public information disclosed by one party to the other, marked confidential or reasonably understood to be confidential. Includes Customer Data and Provider Technology.
"Customer Data": Data, information, content, or material submitted by Customer or its Users to the Service, or generated by the Service specifically for Customer based on such inputs, excluding Usage Data as described below.
"Documentation": Provider's standard user guides, manuals, and technical specifications for the Service.
"Fees": Amounts payable by Customer for the Service and any Professional Services, as specified in an Order Form.
"GenAI": Generative Artificial Intelligence.
"Intellectual Property Rights": Patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights worldwide.
"Order Form": A document executed by both parties detailing the specific Services subscribed to, Subscription Term, Fees, User limits, and other transaction-specific terms.
"Output": The specific output generated and returned by the Service to Customer based directly on Customer's input of Customer Data.
"Platform": The Sligo AI technology framework, including software, hardware, APIs, large language models (LLMs), agents, and infrastructure used to deliver the Service.
"Professional Services": Services such as "Data Readiness," "Engineering & Architecture," "Agent Design," and "Enterprise Integration," if purchased by Customer via an Order Form with an attached Statement of Work ("SOW").
"Service": The subscription-based access to the Platform, including Agents, Documentation, and standard support, as described herein and in applicable Order Forms.
"Subscription Term": The period during which Customer is authorized to access and use the Service, as specified in an Order Form (typically annual).
"Usage Data": Anonymized or aggregated data related to Customer's use of the Service (e.g., feature usage patterns, performance metrics) that does not identify Customer, its Users, or contain Customer Confidential Information or Personal Data.
"User": An individual authorized by Customer to use the Service.
2. Service grant and scope
Subscription Grant: Subject to Customer's compliance with this Agreement, the applicable Order Form(s) and payment of Fees, Provider grants Customer a limited, non-exclusive, non-transferable (except as permitted herein), worldwide right during the Subscription Term to access and use the Service, solely for Customer's internal business operations related to procurement and supply chain management.
Documentation License: Provider grants Customer a limited license to use the Documentation solely in connection with its authorized use of the Service.
Restrictions: Customer shall not (and shall not permit any third party to): (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service; (b) modify or make derivative works based upon the Service; (c) reverse engineer, decompile, or disassemble the Service; (d) access the Service to build a competitive product or service; (e) use the Service for any purpose other than its intended purpose; (f) interfere with the Service's operation.
3. Provider obligations
Provision and Availability of Service: Provider shall make the Service available to Customer pursuant to the terms of this Agreement and shall use commercially reasonable efforts to meet the service levels set forth in the Service Level Agreement attached hereto as Exhibit B ("SLA"). The SLA details the specific uptime commitments, measurement methods, maintenance windows, and Customer's sole and exclusive remedies for any failure by Provider to meet the committed service levels.
Technical Support: Provider shall provide technical support for the Service in accordance with the terms and conditions, including response time objectives and scope of support, outlined in the Support Policy attached hereto as Exhibit C ("Support Policy").
Security of Customer Data: Provider shall implement and maintain appropriate administrative, physical, and technical security measures designed to protect the security, confidentiality, and integrity of Customer Data processed by the Service. These measures are described in more detail in Provider's Security Practices and Policies (referenced in Section 9 and accessible via https://trust.sligo.ai/ and, specifically concerning Personal Data, in the Data Processing Addendum attached hereto as Exhibit D ("DPA").
Maintenance and Updates: Provider will maintain the Service infrastructure and software. Provider may, from time to time, deploy updates, patches, bug fixes, enhancements, or other modifications to the Service ("Updates"). Scheduled maintenance and emergency maintenance procedures are governed by the terms set forth in the SLA (Exhibit B). Provider reserves the right to deploy Updates, provided that such Updates do not materially decrease the core functionality or security of the Service subscribed to by Customer during the then-current Subscription Term.
Professional Services: If Customer purchases Professional Services, such services will be detailed in one or more Statements of Work ("SOWs") executed by both parties and incorporated into this Agreement via an Order Form. Provider warrants that any Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Each SOW will specify the scope, deliverables, timeline, fees, and any additional terms applicable to the specific Professional Services engagement.
4. Customer obligations
Acceptable Use: Customer is responsible for all activities conducted under its User accounts and shall ensure Users comply with this Agreement and applicable laws. Customer shall not use the Service to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights.
Customer Data: Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants it has all necessary rights to provide Customer Data to the Service. Customer grants Provider the necessary rights to process Customer Data solely for the purpose of providing and supporting the Service as outlined in this Agreement and any applicable Data Processing Agreement ("DPA").
Access Credentials: Customer is responsible for maintaining the confidentiality of User access credentials.
Cooperation: Customer shall provide Provider with reasonable and timely cooperation, information, and access to personnel and systems as may be reasonably required by Provider to perform Support or Professional Services under this Agreement or any applicable Statement of Work. Delays caused by Customer's failure to provide such cooperation may impact Provider's ability to meet service levels or timelines.
5. Fees and payment
Fees: Customer shall pay all Fees specified in applicable Order Forms. Fees are based on the Services subscribed to for the applicable Subscription Term, not actual usage. Fees for each Subscription Term are payable annually in advance, are non-cancelable once the term commences, and are non-refundable except as expressly provided herein. All Fees are considered fully earned by Provider upon the commencement of the Subscription Term to which they relate.
Invoicing and Payment: Provider shall invoice Customer for the Fees applicable to the initial Subscription Term upon full execution of the governing Order Form. For each subsequent renewal Subscription Term, Provider shall invoice Customer for the applicable Fees on or reasonably prior to the commencement date of such renewal term. Unless otherwise expressly stated in an Order Form, payment for all invoiced amounts is due net thirty (30) days from the invoice date.
Late Payments: Overdue amounts are subject to a late charge of 1.5% per month or the maximum rate permitted by law, whichever is lower. Provider may suspend access for overdue accounts.
Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all such taxes, excluding only taxes based on Provider's net income.
6. Term and extermination
Agreement Term: This Agreement commences on the Effective Date and continues until all Subscription Terms under all Order Forms have expired or been terminated.
Subscription Term: Unless otherwise specified in the applicable Order Form, the initial Subscription Term shall commence on the Subscription Start Date set forth in the Order Form and shall continue for a period of three (3) years (the "Initial Term"). Following the expiration of the Initial Term, this Agreement shall automatically renew for two (2) successive one-year periods (each a "Renewal Term"), unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term (i.e., prior to the end of the Initial Term or the first Renewal Term). The Initial Term and any Renewal Terms are collectively referred to as the "Subscription Term". If the Order Form specifies an Initial Term or renewal structure different from the foregoing, the terms of the Order Form shall control.
Termination for Cause: Either party may terminate this Agreement for cause: (a) upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Effect of Termination: Upon termination or expiration: (a) all rights granted to Customer will terminate; (b) Customer shall cease all use of the Service; (c) Customer shall pay any unpaid Fees; (d) Upon request, each party will return or destroy the other party's Confidential Information.
Data Portability/Deletion: Upon request by Customer made within 30 days after the effective date of termination, Provider will make Customer Data available for export or download. After that period, the Provider will have no obligation to maintain or provide Customer Data and may delete it.
Agreement Term: This Agreement commences on the Effective Date and continues until all Subscription Terms under all Order Forms have expired or been terminated.
Subscription Term: Unless otherwise specified in the applicable Order Form, the initial Subscription Term shall commence on the Subscription Start Date set forth in the Order Form and shall continue for a period of three (3) years (the "Initial Term"). Following the expiration of the Initial Term, this Agreement shall automatically renew for two (2) successive one-year periods (each a "Renewal Term"), unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term (i.e., prior to the end of the Initial Term or the first Renewal Term). The Initial Term and any Renewal Terms are collectively referred to as the "Subscription Term". If the Order Form specifies an Initial Term or renewal structure different from the foregoing, the terms of the Order Form shall control.
Termination for Cause: Either party may terminate this Agreement for cause: (a) upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Effect of Termination: Upon termination or expiration: (a) all rights granted to Customer will terminate; (b) Customer shall cease all use of the Service; (c) Customer shall pay any unpaid Fees; (d) Upon request, each party will return or destroy the other party's Confidential Information.
Data Portability/Deletion: Upon request by Customer made within 30 days after the effective date of termination, Provider will make Customer Data available for export or download. After that period, the Provider will have no obligation to maintain or provide Customer Data and may delete it.
7. Confidentiality
Obligation: The receiving party shall use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) not to disclose or use any Confidential Information of the disclosing party except as reasonably necessary to perform its obligations or exercise its rights under this Agreement.
Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party.
Compelled Disclosure: If required by law, the receiving party may disclose Confidential Information after providing advance notice to the disclosing party (if legally permitted) to allow for a protective order.
8. Intellectual property rights
Provider IP: Provider and its licensors own all right, title, and interest, including all related Intellectual Property Rights, in and to the Platform, Service, Agents, Documentation, Provider Technology, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer relating to the Service ("Feedback"). This Agreement is not a sale and does not convey any rights of ownership.
Customer Data: Customer owns all right, title, and interest in and to Customer Data.
License to Provider: Customer grants Provider a limited, non-exclusive, royalty-free license to host, copy, transmit, display, and use Customer Data solely as necessary to provide, maintain, and improve the Service in accordance with this Agreement.
Prohibited Use: Provider shall not use Customer Data or Output to train, fine-tune, or otherwise improve any shared or foundational AI models. Provider may use Customer Data solely within the Customer's dedicated instance or a logically isolated multi-tenant configuration, solely for providing the Service.
Service Output: Subject to Provider's underlying Intellectual Property Rights in the Service, Platform, Agents, and Provider Technology, and any rights of third parties in data accessible by the Service, Customer owns the Output. Provider retains all rights in any underlying models, algorithms, and processes used to generate the Output. Customer acknowledges that due to the nature of generative AI, Output may not be unique. However, Provider shall not intentionally reuse or disclose any Output generated for Customer across other customers, and all Output remains logically segregated and accessible only within the Customer's environment. Customer obtains no rights under this Agreement to any output generated for other Provider customers.
Feedback: Customer grants Provider a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate any Feedback into the Service.
9. Data privacy and security
Data Privacy: Both parties agree to comply with applicable data protection laws and regulations. The processing of Personal Data by Provider on behalf of Customer is governed by the Data Processing Addendum ("DPA") attached hereto as Exhibit D and incorporated herein by reference. Provider shall implement and maintain appropriate administrative, physical, and technical security measures designed to protect the security, confidentiality, and integrity of Customer Data, including Personal Data. These measures are further detailed in Provider's online Trust Center, accessible at https://trust.sligo.ai/ which documents controls aligned with security standards including ISO 27001.
Security Updates: Provider may update or modify the security measures referenced in Section 9.1 from time to time, provided that such updates or modifications do not materially decrease the overall security of the Service provided to Customer.
Data Residency: Upon Customer's request, Provider shall configure the Service such that Customer Data remains resident in a specified region where supported by Provider's infrastructure. Such configuration must be requested prior to Service initiation and may be subject to additional fees, as specified in the Order Form.
10. Warranties and disclaimers
Mutual Warranties: Each party represents and warrants it has the legal power to enter into this Agreement.
Provider Warranties: Provider warrants that the Service will perform materially in accordance with the Documentation under normal use during the Subscription Term.
DISCLAIMERS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, INCLUDING THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR OUTPUT PROVIDED THROUGH THE SERVICE. CUSTOMER ACKNOWLEDGES THAT GENAI OUTPUT MAY BE INACCURATE OR INCOMPLETE AND USES IT AT ITS OWN RISK. PROVIDER DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUT GENERATED BY THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE FOR ANY PARTICULAR PURPOSE, OR FREE FROM ERRORS AND OMISSIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND USING ANY OUTPUT.
11. Limitation of liability
EXCLUSION OF DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY CAP: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR $500,000, WHICHEVER IS GREATER, EXCEPT WHERE A DIFFERENT CAP IS EXPRESSLY STATED HEREIN.
Exclusions from Caps: The limitations in Section 11.2 shall not apply to: (a) Customer's payment obligations; (b) a party's indemnification obligations; (c) damages arising from a party's gross negligence or willful misconduct; or (d) breaches of confidentiality obligations.
12. Indemnification
Provider Indemnity: Provider shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney's fees incurred by, Customer in connection with any such Claim. If the Service becomes, or in Provider's opinion is likely to become, the subject of an infringement Claim, Provider may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) replace or modify the Service to be non-infringing; or (iii) if options (i) and (ii) are not commercially reasonable, terminate Customer's subscription for the affected Service and refund any prepaid, unused Fees. Provider shall also defend and indemnify Customer from and against any third-party claims alleging that the Output, when used by Customer in accordance with the Agreement and Documentation, infringes any Intellectual Property Rights, provided that such Output was not provided or submitted to the Service by Customer.
Customer Indemnity: Customer shall defend Provider against any Claim made or brought against Provider by a third party alleging that Customer Data, or Customer's use of the Service in breach of this Agreement, infringes or misappropriates the rights of a third party or violates applicable law, and shall indemnify Provider for any damages finally awarded against, and for reasonable attorney's fees incurred by, Provider in connection with any such Claim.
Procedure: The indemnified party must promptly notify the indemnifying party of the Claim, give the indemnifying party sole control of the defense and settlement (provided settlement does not admit liability for the indemnified party without consent), and provide reasonable assistance.
13. Governing law and dispute resolution
Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Jurisdiction for Equitable Relief: Notwithstanding Section 13.3, either party may seek temporary or permanent injunctive or other equitable relief in any court of competent jurisdiction located in Cook County, Illinois, to prevent irreparable harm or infringement of intellectual property rights, without breach of the arbitration agreement and without any requirement to post a bond. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for such purposes.
Binding Arbitration: Except for requests for equitable relief permitted under Section 13.2, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. The arbitrator shall be selected by agreement of the parties or, failing agreement within thirty (30) days, pursuant to the AAA rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the authority to award any remedy or relief that a court of the State of Illinois could grant, except that the arbitrator shall have no authority to award punitive or exemplary damages. The arbitration proceedings and the arbitrator's award shall be maintained as confidential by the parties, except as may be required by law or for purposes of enforcement of the award. Each party shall bear its own costs and expenses (including attorney's fees) related to the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the AAA, unless the arbitrator determines that a party has substantially prevailed, in which case the arbitrator may award reasonable attorneys' fees and costs to the substantially prevailing party.
14. Miscellaneous
Notices: All notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by recognized overnight courier to the addresses specified above.
Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.
Entire Agreement: This Agreement, including all Order Forms and Exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.
Amendments: No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.
Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: No waiver of any breach shall constitute a waiver of any subsequent breach.
Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, war, terrorism, riots, labor conditions, governmental action, internet disturbances).
Survival: The following sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions, to the extent necessary to interpret the surviving sections), Section 5 (Fees and Payment, specifically regarding any accrued but unpaid fees), Section 6.5 (Data Portability/Deletion), Section 7 (Confidentiality), Section 8 (Intellectual Property Rights), Section 10.3 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Governing Law and Dispute Resolution), and this Section 14 (Miscellaneous, as applicable, including but not limited to 14.1 Notices, 14.2 Assignment, 14.3 Entire Agreement, 14.5 Severability, 14.6 Waiver, 14.8 Survival, and 14.10 Relationship of Parties).
Publicity: Neither party shall use the name, logo, trademarks, or service marks of the other party in any advertising, sales promotion, press release, or other publicity matters without the other party's prior written consent in each instance, unless expressly permitted in an Order Form, or Customer has not opted out of inclusion in a standard reference list, such as a customer logo carousel on the Provider website.
Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
Counterparts: This Agreement may be executed in counterparts.
15. Agreement activation, exhibits, and entirety
Binding Agreement via Order Form: This Master Services Agreement sets forth the terms and conditions under which Sligo AI provides the Services. This Agreement is incorporated by reference into each Order Form executed by Customer and Sligo AI. Customer's execution of an Order Form constitutes Customer's binding acceptance of this Master Services Agreement, including all Exhibits referenced herein, as may be updated by Sligo AI from time to time in accordance with Section 14.4. No separate signature on this online Master Services Agreement is required for it to be effective and binding upon the parties when referenced in a duly executed Order Form.
Incorporated Exhibits: The following documents ("Exhibits") are essential components of this Agreement and are incorporated herein by reference. The current versions of these Exhibits can be accessed via links provided within this Agreement, on the Sligo AI website, or within the Service, as applicable:
Exhibit A: Order Form Template (Note: The actual executed Order Form is the binding transaction document)
Exhibit B: Service Level Agreement (SLA)
Exhibit C: Support Policy
Exhibit D: Data Processing Addendum (DPA)
Exhibit E: Security Practices and Policies via https://trust.sligo.ai
Entire Agreement: This Master Services Agreement, together with all Exhibits listed in Section 15.2 and all applicable Order Forms executed hereunder, constitutes the sole and entire agreement between Customer and Sligo AI with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between the terms of this Master Services Agreement and an Order Form, the terms of the Order Form shall prevail solely with respect to the specific commercial terms defined therein (such as Fees, Subscription Term duration, and User limits); otherwise, the terms of this Master Services Agreement shall govern.