These Terms and Conditions ("Agreement") are entered into by and between Sluicebox, Inc., a Delaware corporation ("Sluicebox," "We," "Our," or "Us"), and the entity or individual agreeing to these terms ("Customer" or "You"). This Agreement governs Customer’s use of the Sluicebox platform, services, and related deliverables (collectively, the "Services"). By executing an Order Form, Customer expressly acknowledges and agrees to be bound by this Agreement in its entirety.
1.1 Acceptance and Execution. This Agreement shall be deemed executed and legally binding upon the parties’ execution of an Order Form referencing this Agreement. Any individual users accessing the Services on behalf of Customer must expressly accept this Agreement via clickwrap upon login. This Agreement shall govern all transactions entered into between the parties with respect to the Services. In the event of a conflict between this Agreement and the terms of any Order Form, the terms of this Agreement shall control. Customer shall be fully responsible for compliance with this Agreement by its Authorized Users (defined below), including without limitation compliance with restrictions on reverse-engineering, usage limitations, and data rights. “Authorized User” means any of Customer’s employees, consultants, contractors, and agents (A) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and (B) for whom access to the Services has been purchased hereunder. Individual Authorized Users accepting these terms via clickwrap have no direct contractual rights against Sluicebox. Customer remains solely responsible for all obligations under this Agreement.
1.2 No Custom MSAs for Standard Contracts. This Agreement governs all transactions with an annual contract value not exceeding $500,000. If the annual contract value exceeds this amount, Sluicebox reserves the right to require Customer to enter into a separate Master Services Agreement ("MSA"), which, upon execution by both parties, will supersede this Agreement.
1.3 Definition of Order Form and Agreement Integration. "Order Form" means the ordering document, purchase order or any other written document executed by parties that references this Agreement and specifies the Services purchased, fees, duration of the Services as well as related terms. The Order Form and this Agreement collectively form a single, binding agreement between the parties.
2.1 Grant. Sluicebox hereby grants to Customer, as identified on the applicable Order Form, a worldwide, non-exclusive, non-transferable and non-sublicensable right and license during the Term to access and use the Services solely for the Customer’s internal business purposes, subject to the terms and conditions of this Agreement. All rights in the Services not expressly granted hereunder are reserved to Sluicebox.
2.2 Term. This Agreement shall commence upon the Effective Date set forth in the applicable Order Form executed by the parties (the “Effective Date”) and shall continue for three (3) years (the “Initial Term”). Unless otherwise expressly stated in an applicable Order Form, this Agreement, and any subsequent renewals thereof, shall automatically renew for successive 12-month periods (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal no less than ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.
2.3 Prohibited Uses. Customer shall not, under any circumstances, edit, alter, abridge or otherwise change in any manner the content of the Services, including, without limitation, all copyright and proprietary rights notices. Moreover, Customer may not, and may not permit others to:
2.3.1 reverse-engineer, disassemble, decompile, decrypt, analyze, or otherwise attempt to derive source code from, or extract proprietary methodologies, insights, or data outputs from the Services;
2.3.2 modify, translate, adapt, alter, or create derivative works from the Services;
2.3.3 copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Services; or
2.3.4 distribute, sublicense, rent, lease, loan [or grant any third party access to or use of] the Services to any third party.
2.4 Customer Obligations. Customer is solely responsible for: (a) all Customer Data, including its content and use and any Customer Personal Information; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) the security and use of Customer’s and its Authorized Users’ access credentials; and (d) all access to and use of the Services and Sluicebox’s Intellectual Property directly or indirectly by or through the Customer’s systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
3.1 Fees and Payment. Customer shall pay all fees specified in each Order Form (“Fees”) within thirty (30) days from receipt of an invoice, unless stated otherwise in the Order Form. All payments are non-refundable and shall be made in the currency stated in the Order Form.
3.2 Early Termination Fee. The parties acknowledge and agree that the pricing for the Services is based on the expectation that Customer is committed to the purchase of the Services for the entire Term. Accordingly, in the event that that Customer terminates an Order Form prior to the expiration of the applicable initial term for such Order Form, except in the event of Sluicebox’s uncured breach, Customer shall pay to Sluicebox within thirty (30) days of such termination an early termination fee (“Early Termination Fee”) equal to the following:
3.2.1 if Customer terminates an Order Form within the first two years of the term of such Order Form, 80% of the remaining unpaid Fees that would have been paid for the full Initial Term, but for Customer’s termination; or
3.2.2 if Customer terminates an Order Form during the last year of the initial term of such Order Form, 50% of the remaining unpaid Fees that would have been paid for the full Initial Term, but for Customer’s termination; or
3.3 Late Payments. Any payment not received when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less, until paid.
3.4 Remedies for Non-Payment. Sluicebox may suspend or terminate Customer’s access to Services upon fifteen (15) days’ written notice if payments are overdue by more than thirty (30) days.
3.5 Taxes. Customer will be responsible for, and will promptly pay or reimburse Sluicebox for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges, including without limitation tariffs) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Sluicebox that is in accordance with the direction or request of Customer) that are based on or with respect to any Services provided by Sluicebox to Customer, or the amounts payable to Sluicebox therefore.
4.1 Ownership of the Services. As between the parties, Customer acknowledges and agrees that Sluicebox owns all right, title, and interest, including all patent, copyright, trade secret, trademark, and other intellectual property and proprietary rights under the laws of any jurisdiction throughout the world (“Intellectual Property”), in and to the Services and, with respect to Third-Party Materials (defined below), the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. “Third-Party Materials means any third-party products, materials, software, technologies, or Intellectual Property provided with or incorporated into the Services.
4.2 Customer Data License, AI Training and Anonymized Data Usage. Customer hereby grants Sluicebox a perpetual, irrevocable, sublicensable, transferable, worldwide, royalty-free license to use, process, modify, distribute, and create derivative works from, Customer Data (defined below) solely for providing and improving the Services, including, without limitation, explicitly for training and improving Sluicebox’s artificial intelligence models. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Service and / or input into the Services, including without limitation data uploaded to the platform or otherwise provided to Sluicebox. Sluicebox shall only use such Customer Data in an anonymized or aggregated manner, ensuring no personal or identifiable information of Customer is included.
4.3 Ownership of Aggregated Statistics. Sluicebox shall retain all right, title, and interest in any and all data and information related to Customer's use of the Services, including without limitation to compile statistical and performance information related to the provision and operation of the Services, as well as any insights derived from analysis of such data and information; provided, however, that all such data and information shall that is used by Sluicebox shall be in an aggregate and anonymized manner and shall exclude any personally identifiable Customer Data (collectively, “Aggregated Statistics”). Customer expressly disclaims any ownership interest in any Aggregated Statistics, as well as in any modifications, improvements, or insights developed by Sluicebox, even if such enhancements are derived from Customer Data, provided such Customer Data is only used as permitted in Section 4.1.
4.4 Data Retention and Post-Termination Use. Following termination of this Agreement, all raw Customer Data shall be permanently deleted, except that Sluicebox may retain Customer Data solely in anonymized and aggregated form for ongoing improvements to its services and AI models. Customer shall have no right to revoke, limit, or otherwise interfere with Sluicebox’s continued use of such anonymized and aggregated Customer Data (or Aggregated Statistics) following the termination of this Agreement and Customer irrevocably waives any rights it may have to revoke this limited use after termination.
4.5 Data Security and Privacy. Sluicebox will employ commercially reasonable and appropriate administrative, physical and technical protections to protect the confidentiality, security and integrity of the Customer Data, including with respect to any Personal Information (defined below) of Customer. “Personal Information” means information that can be used to determine an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. Customer further agrees that its use of the Services shall be subject to Sluicbox’s Privacy Policy, located at [https://www.sluicebox.ai/privacypolicy].
4.6 Feedback. Customer may in its sole discretion provide any suggestions or recommendations for improvements, enhancements or other changes to the Services or Sluicebox’s operations or business to Sluicebox (collectively, “Feedback”). Customer hereby grants to Sluicebox a non-exclusive, perpetual, worldwide, fully paid up, royalty-free, transferable and sublicensable right to use, without any attribution or compensation to any party, such Feedback and any Intellectual Property embodied therein or related thereto.
5.1 Services Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ORDER FORM, THE SERVICES AND ANY DELIVERABLES OR PRODUCTS PROVIDED BY SLUICEBOX HEREUNDER OR THEREUNDER, ARE PROVIDED “AS IS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING SUCH SERVICES, DELIVERABLES OR PRODUCTS ARE HEREBY DISCLAIMED AND EXCLUDED. SLUICEBOX DOES NOT WARRANT THAT THE SERVICES, DELIVERABLES OR PRODUCTS PROVIDED BY SLUICEBOX WILL MEET CUSTOMER’S REQUIREMENTS OR WILL PERFORM, OR BE PERFORMED, WITHOUT ERROR OR INTERRUPTION, AND SLUICEBOX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THE RESULTS TO BE OBTAINED FROM USE, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. SLUICEBOX FURTHER EXPRESSLY DISCLAIMS ANY WARRANTIES THAT MAY BE IMPLIED FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
5.2 AI and Model Accuracy Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICES INCLUDE THE USE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS, WHICH ARE INHERENTLY SUBJECT TO ERRORS, INACCURACIES, OR UNINTENDED RESULTS. SLUICEBOX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR COMPLIANCE OF OUTPUTS GENERATED BY ITS AI MODELS OR SERVICES. CUSTOMER AGREES IT IS SOLELY RESPONSIBLE FOR VALIDATING OUTPUTS OF THE SERVICES AND COMPLYING WITH APPLICABLE LAWS OR REGULATIONS.
5.3 Third-Party Methodologies and Data. Customers acknowledge that the Services may rely on third-party data sources and customer data inputs, which are outside the control of Sluicebox. Sluicebox disclaims all liability for changes, inaccuracies, or discontinuation of such third-party resources.
5.4 Regulatory Compliance Disclaimer. Customer expressly acknowledges and agrees that it is solely responsible for ensuring that its use of the Services complies with all applicable local, national, and international laws and regulatory requirements. Sluicebox makes no representations, warranties, or guarantees that the outputs of its analytics, AI models, or Services will satisfy any specific legal, regulatory, or compliance standards applicable to Customer’s industry.
6.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Sluicebox, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, and expenses, including reasonable attorneys' fees (collectively, “Losses”), arising from or relating to: (a) the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US Intellectual Property rights; (b) Customer's or any Authorized User's (i) gross negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Sluicebox or authorized by Sluicebox in writing only to the extent such claim arises directly from such combination; (iv) failure to comply with applicable legal, regulatory, or compliance requirements or (v) modifications to the Services not made by Sluicebox; provided that Customer may not settle any third-party claim against Sluicebox unless Sluicebox consents to such settlement, such consent not to be unreasonably withheld, conditioned or delayed, and further provided that Sluicebox will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
6.2 Indemnification by Sluicebox. Sluicebox agrees to defend and indemnify Customer against any and all Losses resulting from a third-party claim alleging that Customer’s use of the Services, in accordance with this Agreement, infringes any valid U.S. Intellectual Property right (“Infringement Claim”). This obligation is contingent on Customer promptly notifying Sluicebox in writing of the claim, providing reasonable assistance, and allowing Sluicebox sole authority to defend or settle the claim; provided that Sluicebox may not settle any third-party claim against Customer unless Sluicebox consents to such settlement, such consent not to be unreasonably withheld, conditioned or delayed. If a third-party claim subject to this Section 6.2 is made or appears possible, Customer agrees to permit Sluicebox, at Sluicebox's sole discretion to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, (b) obtain the right for Customer to continue use of the Services; or (c) if Sluicebox determines that neither alternative in subsection (a) or (b) is reasonably available, Sluicebox may terminate the applicable Order Form in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. Sluicebox shall have no indemnification obligations arising from third-party to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Sluicebox or authorized by Sluicebox in writing; (B) modifications to the Services not made by Sluicebox; (C) Customer Data; or (D) Third-Party Materials.
6.3 Sole Remedy. THIS SECTION 6 SETS FORTH CUSTOMER'S SOLE REMEDIES AND SLUICEBOX'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
7.1 Limitation of Liability. UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
8.1 Termination for Convenience. Either party may terminate this Agreement or any applicable Order Form upon sixty (60) days’ prior written notice for convenience. If Customer terminates for convenience, Customer shall remain responsible for payment of all fees due under the applicable Order Form for the remainder of the current term, regardless of the effective termination date.
8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation of this Agreement and such breach remains uncured for thirty (30) days following written notice specifying the breach.
9.1 Confidential Information. Each party ("Receiving Party") agrees to maintain in confidence all non-public information, whether orally or in writing, that is marked or otherwise identified as "confidential” or that would reasonably be considered confidential in light of the circumstances of its disclosure ("Confidential Information") disclosed by the other party ("Disclosing Party"). Confidential Information includes, without limitation, non-public business, financial, and technical information, trade secrets, customer lists, pricing information, and the terms of this Agreement.
9.2 Confidentiality Obligations. Receiving Party shall: (i) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for purposes of this Agreement; and (iii) limit disclosure to employees or contractors with a legitimate need to know, provided such individuals are bound by confidentiality obligations with respect to the Confidential Information at least as restrictive as those herein. Due to the unique nature of Confidential Information, the Parties agree that the Disclosing Party shall be entitled to seek an injunction or similar equitable relief against any breach or threatened breach of this Section without the necessity of posting any bond or showing irreparable harm.
9.3 Exclusions. Confidential Information shall not include information that: (i) is publicly available at the time of disclosure; (ii) becomes publicly available through no fault of the Receiving Party as evidence by contemporaneous documentation; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information as evidence by contemporaneous documentation. If any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the Receiving Party will, to the extent legally permissible, provide notice to the Disclosing Party reasonably sufficient to allow the Disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure.
9.4 Obligations Upon Termination. Upon expiration or termination of the Agreement, the Receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed, except that a Receiving Party may retain a copy of the Disclosing Party’s Confidential Information if required by law or regulation or the Receiving Party’s information retention policies, provided that the information is maintained in accordance with this Section 9, which shall continue with respect to such information.
10.1 Agreement to Arbitration. The parties agree that, the Parties agree to waive any right to trial by jury in any judicial proceeding arising under or related to the subject matter of this Agreement and, except with respect to Temporary Equitable Actions (defined below), any dispute arising under or related to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.
10.2 Informal Resolution. Except with respect to an action for temporary injunctive relief for breaches of confidentiality or violations of intellectual property rights (“Temporary Equitable Actions”), in the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation between principals of each party with decision-making authority.
10.3. Arbitration Procedure and Award. If the dispute is not resolved within a period of sixty (60) days, then any or all outstanding issues shall be submitted to final and binding arbitration. Arbitration hereunder will occur within sixty (60) days of the date of submission before a single neutral arbitrator having significant experience in the subject matter of this Agreement and who will be selected in accordance with applicable AAA rules. Arbitration proceedings will take place in Wilmington, Delaware. The arbitrator's fees and costs of the arbitration will be equally shared by the parties. The arbitrator's award shall be final, and judgment may be entered upon it by any court of competent jurisdiction.
11.1 No Customer Modifications. No amendments, modifications, or changes to this Agreement shall be effective unless expressly agreed to in writing by an authorized representative of each party.
11.2 Publicity. Customer grants Sluicebox the limited right to identify Customer as a client of Sluicebox by name and logo on Sluicebox’s website or promotional materials, subject to Customer’s prior written approval, which approval shall not be unreasonably withheld or delayed.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be amended to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
11.4 Waiver. No failure or delay by either party to enforce any provision of this Agreement shall constitute a waiver of any rights hereunder. Any waiver must be in writing and signed by the waiving party.
11.5 Notice. All notices to a party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the address(es) set forth on the Order Form, or to a different address which a party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received.
11.6 Assignment. In the event that Sluicebox undergoes an acquisition, merger, corporate restructuring, or sale of assets, all rights, obligations, and licenses shall automatically transfer to the acquiring entity without requiring Customer consent. Customer may not assign, transfer, or delegate any rights or obligations under this Agreement without prior written consent from Sluicebox, and any attempted assignment without consent shall be null and void. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
11.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
11.8 Non-Solicitation. Customer agrees that, during the term of this Agreement eand for twelve (12) months thereafter, it shall not, directly or indirectly, solicit, recruit, hire, or engage any employee or contractor of Sluicebox. Customer acknowledges that this non-solicitation obligation is reasonable and necessary to protect Sluicebox’s legitimate business interests.
11.9 Entire Agreement. This Agreement, along with all referenced documents (Order Form, Privacy Policy), constitutes the entire agreement between the parties, superseding all prior agreements, negotiations, understandings, and representations, whether written or oral.
11.10 Survival. The terms and conditions of this Agreement that by their nature survive expiration or termination of this Agreement shall so survive, including but not limited to Sections 4 through 7, and Sections 9 through 11 and any payment obligations of Customer that accrue prior to such termination or expiration.
11.11 Independent Contractor. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
11.12 Force Majeure. Any failure or delay by Sluicebox in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to causes beyond the reasonable control of Sluicebox.
11.13 Export Compliance. Customer acknowledges that the Services, technical data, and related materials may be subject to export control laws and regulations, including the U.S. Export Administration Regulations (EAR), EU dual-use regulations, and other applicable jurisdictions. Customer agrees not to export, re-export, or transfer, directly or indirectly, the Services or related materials in violation of such laws, and shall be solely responsible for compliance with all applicable export requirements. Customer further represents that it is not named on any U.S. or EU government denied-party list and will not permit any Authorized User to access or use the Services in embargoed countries or regions.
