SlateCX Master Subscription Agreement

Effective Date: [Month DD, YYYY]

This SlateCX Master Subscription Agreement (the "Agreement")

By clicking to accept, executing an Order Form that references this Agreement, or accessing or using the Services, Customer agrees to be bound by this Agreement. If the individual accepting this Agreement is acting on behalf of an entity, that individual represents and warrants that they have authority to bind that entity.

This Agreement is entered into by and between Slate Technologies Group Inc. ("Slate Technologies Group" or "Provider") and the entity accepting this Agreement ("Customer" or "you").

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests or the power to direct management.

"SlateCX" means the cloud-based software platform, services, and tools provided by Slate Technologies Group under this Agreement.

"Authorized User" means an employee, contractor, representative, or other individual authorized by Customer to access or use the Services on Customer’s behalf.

"Customer Data" means data, content, materials, communications, documents, files, prompts, inputs, configuration data, and other information submitted to, uploaded to, stored in, transmitted through, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users, including within Slate workspaces.

"Documentation" means Slate Technologies Group’s user guides, technical documentation, help materials, and usage instructions that we make available for the Services.

"Order Form" means any ordering document, subscription form, statement of work, online order page, or similar document executed by the parties that references this Agreement and sets out the commercial terms for the Services.

"Output" means content, responses, recommendations, summaries, analytics, transcripts, scores, generated materials, or other results produced by or through the Services in response to Customer Data or use of the Services.

"Sensitive Data" means any data subject to specialized legal or regulatory requirements, including protected health information, payment card data, government-issued identification numbers, financial account credentials, precise geolocation, biometric identifiers, children’s data, or other special category or sensitive personal data, unless expressly authorized by an Order Form or written agreement.

"Subscription Term" means the initial subscription term and any renewal terms specified in the applicable Order Form.

2. Scope of Access and License

2.1 Provision of Services

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Slate Technologies Group grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation for Customer’s internal business purposes in accordance with this Agreement, the applicable Order Form, and the Documentation.

2.2 Authorized Users

Customer may permit its Authorized Users to access and use the Services solely on Customer’s behalf. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.

2.3 Affiliates

Customer Affiliates may use the Services only if expressly permitted in the applicable Order Form or otherwise agreed in writing by Slate Technologies Group.

2.4 Service Changes

Slate Technologies Group may modify, update, enhance, or discontinue features of the Services from time to time. We will use commercially reasonable efforts not to materially reduce the core functionality of the Services during a paid Subscription Term, except where changes are required for security, legal, regulatory, operational, or third-party dependency reasons.

3. Customer Responsibilities

Customer will:

• provide accurate account, billing, and contact information;
• maintain the confidentiality and security of account credentials;
• promptly notify Slate Technologies Group of unauthorized access or security incidents involving Customer’s account;
• use the Services only in accordance with applicable law, this Agreement, and the Documentation;
• obtain all necessary rights, consents, and permissions to provide Customer Data to the Services and to authorize Slate Technologies Group to process it under this Agreement; and
• be responsible for configuring user permissions, workflows, integrations, and data-sharing settings made available through the Services.

Customer is solely responsible for: (a) the accuracy, quality, legality, and reliability of Customer Data; (b) decisions made, actions taken, or failures to act based on use of the Services or any Output; and (c) reviewing Outputs before relying on them for legal, regulatory, financial, operational, clinical, or other high-stakes purposes.

4. Restrictions and Acceptable Use

Customer will not, and will not permit any third party to:

• copy, modify, translate, or create derivative works of the Services, except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, underlying models, non-public APIs, or trade secrets of the Services, except to the limited extent such restriction is prohibited by applicable law;
• access or use the Services to build, train, benchmark, or improve a competing product or service, or for competitive analysis, monitoring, or model extraction purposes;
• sell, resell, rent, lease, license, sublicense, distribute, or otherwise make the Services available to unaffiliated third parties, except as expressly permitted in an Order Form;
• circumvent or breach usage limits, authentication measures, security controls, or account restrictions;
• use the Services to transmit malicious code, spam, deceptive content, infringing content, or unlawful, harmful, harassing, defamatory, or fraudulent material;
• input or upload Sensitive Data unless expressly permitted in writing by Slate Technologies Group;
• use the Services in a manner that violates any applicable privacy, data protection, consumer protection, export control, sanctions, or intellectual property law; or
• interfere with or disrupt the integrity, security, performance, or availability of the Services.

Slate Technologies Group may suspend access to the Services if we reasonably believe Customer’s use violates this Agreement, threatens the security or integrity of the Services, exposes Slate Technologies Group or others to legal risk, or could harm other customers or third parties.

5. Customer Data

5.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

5.2 License to Slate Technologies Group

Customer grants Slate Technologies Group and its subprocessors a non-exclusive, worldwide, limited right to host, store, copy, transmit, display, perform, process, index, retrieve, adapt, and otherwise use Customer Data as necessary to provide, support, secure, maintain, improve, and operate the Services in accordance with this Agreement, including to:

• create and manage workspaces and user accounts;
• process text, audio, documents, and other inputs;
• generate Outputs;
• maintain conversation history, transcripts, and workspace continuity;
• run analytics, observability, reporting, and attribution features;
• perform troubleshooting, debugging, security monitoring, and abuse prevention;
• support customer-authorized integrations and workflow actions; and
• create aggregated and de-identified data as described in Section 5.4.

5.3 Customer Warranties Regarding Customer Data

Customer represents and warrants that it has all necessary rights, permissions, and legal bases to provide Customer Data to Slate Technologies Group and to permit Slate Technologies Group to process Customer Data as contemplated by this Agreement.

5.4 Aggregated and De-Identified Data

Slate Technologies Group may collect, generate, and use aggregated, statistical, and de-identified data derived from use of the Services for lawful business purposes, including analytics, benchmarking, service improvement, product development, and reporting, provided that such data does not identify Customer or any individual person.

6. Outputs and AI Features

6.1 AI-Assisted Features

The Services may include AI-assisted or automated features such as conversational agents, search, retrieval, summarization, recommendations, scoring, qualification workflows, content generation, transcript generation, and other model-assisted functionality.

6.2 Nature of Outputs

Customer acknowledges that Outputs may be probabilistic, incomplete, inaccurate, out of date, or inappropriate for Customer’s intended use. Outputs are provided for informational and operational assistance purposes only and are not guaranteed to be correct, unique, or suitable for any specific purpose.

6.3 Review Obligation

Customer is solely responsible for reviewing and validating Outputs before using or relying on them, including before using Outputs in communications with prospects, customers, employees, regulators, or other third parties.

6.4 Third-Party Model and AI Providers

Slate Technologies Group may use third-party hosting, model, speech, transcription, analytics, or infrastructure providers to deliver AI-assisted or automated features. Customer authorizes Slate Technologies Group to disclose Customer Data to those providers as necessary to operate the Services, subject to applicable confidentiality and data protection obligations.

6.5 No Generalized Training Promise Unless Stated

Except as expressly stated in an applicable Order Form, DPA, or Product-Specific Terms, nothing in this Agreement prohibits Slate Technologies Group from using service interaction data, telemetry, and de-identified information to improve the Services. Any commitment not to use specific Customer Data for model training or model improvement must be expressly stated in writing.

7. Slate Workspaces, Communications, and Recordkeeping

Customer acknowledges that the Services may maintain persistent workspace records and interaction history, including chat messages, voice transcripts, workspace cards, uploaded documents, captured answers, qualification data, user activity, analytics events, and workflow actions, in order to provide continuity, auditability, reporting, collaboration, and feature functionality. Customer is responsible for determining whether its use of such features complies with applicable notice, consent, employment, privacy, and sector-specific legal requirements.

8. Integrations and Third-Party Services

8.1 Customer-Authorized Integrations

The Services may interoperate with third-party products and services, including CRM, marketing automation, analytics, communications, identity, collaboration, storage, e-signature, calendar, and support platforms. Customer is responsible for enabling and configuring any such integrations.

8.2 Third-Party Terms

Customer’s use of third-party products and services is governed by the terms and privacy policies of those third parties. Slate Technologies Group is not responsible for third-party products or services, including their availability, security, accuracy, performance, or changes to functionality.

8.3 Dependency Disclaimer

Certain features of the Services may depend on third-party products or services. Slate Technologies Group will not be liable for any unavailability, errors, delays, or losses caused by third-party products or services or by Customer’s configuration of those products or services.

9. Fees, Billing, and Payment

9.1 Fees

Customer will pay all fees set forth in the applicable Order Form. Except as otherwise stated in the Order Form, fees are quoted and payable in U.S. dollars and are non-cancelable and non-refundable.

9.2 Invoicing and Payment Terms

Unless otherwise specified in the applicable Order Form, fees will be invoiced in advance and are due within thirty (30) days from the invoice date.

9.3 Taxes

Fees do not include taxes, duties, levies, or similar governmental assessments. Customer is responsible for all such amounts, excluding taxes based on Slate Technologies Group’s net income, property, or employees.

9.4 Late Payment

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Slate Technologies Group may suspend access to the Services for overdue amounts after providing written notice and a reasonable opportunity to cure.

9.5 Usage-Based Charges and Overage

If the Services are subject to usage-based pricing, seat limits, message limits, storage limits, model-consumption limits, or other usage thresholds, Customer will pay any applicable overage or excess-use fees specified in the Order Form or then-current pricing documentation.

10. Term and Renewal

This Agreement begins on the earlier of the effective date of the first Order Form or Customer’s first access to the Services and continues until terminated in accordance with this Agreement.

Unless otherwise stated in the applicable Order Form, each Subscription Term will automatically renew for successive renewal periods equal to the then-current Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

11. Termination

11.1 Termination for Cause

Either party may terminate this Agreement or an applicable Order Form upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.

11.2 Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, enters liquidation, ceases doing business, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days.

11.3 Suspension

Slate Technologies Group may suspend Customer’s access to all or part of the Services immediately if Customer’s use poses a security risk, violates Section 4, is unlawful, or materially interferes with the operation of the Services.

11.4 Effect of Termination

Upon expiration or termination of this Agreement or an Order Form:

• Customer’s rights to access and use the affected Services will cease;
• Customer will pay all outstanding fees and charges accrued through the effective date of termination;
• each party will return or destroy the other party’s Confidential Information, subject to archival, legal, and backup retention requirements; and
• Slate Technologies Group may delete Customer Data in accordance with its then-current retention and deletion practices, unless otherwise agreed in writing.

11.5 Export Window

If requested by Customer within thirty (30) days after expiration or termination, and provided Customer has paid all amounts due, Slate Technologies Group will use commercially reasonable efforts to make Customer Data available for export in a standard format supported by the Services. After that period, Slate Technologies Group may delete Customer Data unless otherwise required by law or agreed in writing.

12. Intellectual Property

12.1 Slate Technologies Group IP

Slate Technologies Group and its licensors retain all right, title, and interest in and to the Services, Documentation, software, models, workflows, prompts, interfaces, designs, analytics methods, and all related intellectual property rights. No rights are granted to Customer except as expressly stated in this Agreement.

12.2 Feedback

If Customer provides suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services, Slate Technologies Group may use that feedback without restriction or obligation.

12.3 Output Rights

As between the parties, and subject to Customer’s compliance with this Agreement and third-party rights, Slate Technologies Group assigns to Customer any rights Slate Technologies Group may have in Output generated specifically for Customer from Customer Data, excluding: (a) Slate Technologies Group technology, models, software, prompts, templates, and know-how; (b) aggregated or de-identified data; and (c) any third-party materials or pre-existing Slate Technologies Group materials incorporated into the Output.

13. Confidentiality

13.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential, including business plans, pricing, product information, technical information, security information, and Customer Data.

13.2 Obligations

The Receiving Party will: (a) use Confidential Information only as necessary to perform or exercise its rights under this Agreement; (b) protect the Confidential Information using reasonable care, and no less than the care it uses to protect its own confidential information of similar sensitivity; and (c) disclose Confidential Information only to employees, contractors, Affiliates, advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

13.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was already lawfully known to the Receiving Party without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

13.4 Required Disclosure

The Receiving Party may disclose Confidential Information if required by law, regulation, or legal process, provided that, unless prohibited by law, the Receiving Party gives prompt notice to the Disclosing Party and reasonably cooperates with efforts to limit the disclosure.

14. Privacy and Data Processing

To the extent Slate Technologies Group processes personal data on behalf of Customer, the parties’ respective obligations will be governed by the applicable Data Processing Addendum (if any). Customer acknowledges that its use of the Services may involve the processing of personal data belonging to its employees, prospects, customers, and other individuals, and Customer is responsible for providing any notices and obtaining any consents required by applicable law.

Slate Technologies Group’s Privacy Policy governs how Slate Technologies Group processes personal information where Slate Technologies Group acts as a controller or business, such as information relating to Customer contacts, marketing-site visitors, and account administration.

15. Security

Slate Technologies Group will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Customer acknowledges that no security measures are perfect or impenetrable and that Customer shares responsibility for secure configuration, credential management, access control, and lawful use of the Services.

16. Beta Services

Slate Technologies Group may make beta, trial, preview, pilot, early-access, or experimental features available from time to time ("Beta Services"). Beta Services are provided "as is" and may be modified, suspended, or discontinued at any time without liability. Slate Technologies Group makes no warranties, service commitments, indemnities, or support commitments for Beta Services unless expressly stated otherwise in writing.

17. Warranties and Disclaimers

17.1 Mutual Authority

Each party represents and warrants that it has the authority to enter into this Agreement.

17.2 Limited Performance Warranty

Slate Technologies Group warrants that during a paid Subscription Term the Services will perform in all material respects in accordance with the Documentation under normal authorized use.

Customer’s exclusive remedy and Slate Technologies Group’s sole liability for breach of this warranty will be for Slate Technologies Group to use commercially reasonable efforts to correct the non-conformity. If Slate Technologies Group cannot do so within a reasonable period, either party may terminate the affected Order Form, and Slate Technologies Group will refund prepaid fees for the unused portion of the terminated Subscription Term.

17.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, OUTPUTS, DOCUMENTATION, BETA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLATE TECHNOLOGIES GROUP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUTS WILL BE CORRECT, COMPLETE, OR FIT FOR CUSTOMER’S PURPOSES.

18. Indemnification

18.1 By Slate Technologies Group

Slate Technologies Group will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes or misappropriates that third party’s intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement, provided that Customer: (a) promptly notifies Slate Technologies Group in writing of the claim; (b) gives Slate Technologies Group sole control of the defense and settlement; and (c) reasonably cooperates at Slate Technologies Group’s expense.

Slate Technologies Group will have no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) use of the Services in combination with items not provided by Slate Technologies Group; (iii) modification of the Services not made by Slate Technologies Group; (iv) use of the Services in violation of this Agreement or the Documentation; or (v) Beta Services.

If the Services become, or in Slate Technologies Group’s opinion are likely to become, subject to such a claim, Slate Technologies Group may: (1) procure the right for Customer to continue using the Services; (2) modify the Services to make them non-infringing; or (3) terminate the affected Services and refund prepaid fees for the unused portion of the terminated Subscription Term.

18.2 By Customer

Customer will defend, indemnify, and hold harmless Slate Technologies Group and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Data; (b) Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law; (c) Customer’s failure to provide legally required notices or obtain legally required consents; or (d) Customer’s products, services, or communications with third parties.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

19.1 Excluded Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SLATE TECHNOLOGIES GROUP UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Excluded Claims

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (a) CUSTOMER’S PAYMENT OBLIGATIONS; (b) A PARTY’S BREACH OF SECTION 13 (CONFIDENTIALITY); (c) A PARTY’S INDEMNIFICATION OBLIGATIONS; (d) CUSTOMER’S VIOLATION OF SECTION 4; OR (e) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

20. Compliance with Laws

Each party will comply with laws applicable to its performance under this Agreement. Customer will not use the Services in any jurisdiction or manner prohibited by export control, sanctions, anti-corruption, anti-bribery, privacy, consumer protection, or other applicable laws.

Customer represents and warrants that neither it nor any of its Authorized Users are located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive trade sanctions, and that neither it nor its Authorized Users are listed on any applicable government restricted party list, to the extent such restrictions apply to the Services.

21. Publicity

Unless otherwise stated in an Order Form, Slate Technologies Group may identify Customer by name and logo as a customer of Slate Technologies Group on its website and in sales and marketing materials, subject to any reasonable trademark usage guidelines provided by Customer. Customer may opt out of this Section by providing written notice to Slate Technologies Group.

22. Governing Law and Disputes

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The parties agree that the state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to the personal jurisdiction of those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

23. Miscellaneous

23.1 Entire Agreement

This Agreement, together with the applicable Order Form, DPA, Product-Specific Terms, and any incorporated policies or addenda, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, and communications on that subject.

23.2 Order of Precedence

In the event of a conflict, the following order of precedence applies: (a) the applicable Order Form; (b) any Product-Specific Terms or addenda; (c) any DPA; and (d) this Agreement, unless a document expressly states otherwise.

23.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

23.4 Force Majeure

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers, except that this Section does not excuse Customer’s payment obligations.

23.5 Notices

Legal notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form or account records. Notices may be delivered by personal delivery, recognized courier, certified mail, or email where permitted by law.

23.6 Waiver and Severability

A failure to enforce any provision of this Agreement is not a waiver. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

23.7 Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, fiduciary, or employment relationship between the parties.

23.8 Amendments

Slate Technologies Group may update this Agreement from time to time. Unless otherwise required by law or stated in an Order Form, updates will become effective on the next renewal of the applicable Subscription Term or upon Customer’s acceptance of a new Order Form referencing the updated Agreement. Changes required for legal, regulatory, or security reasons may become effective sooner upon notice.