These Terms of Service (“Terms”) form a legally binding agreement between Sloancode Technology Group LLC, a limited liability company (“Sloancode,” “Sloancode Technology Group,” “we,” “us,” or “our”), operator of the Sloancode AI platform and product brand, and the person or entity that accepts these Terms or accesses or uses the Services (“Customer,” “you,” or “your”).
“Sloancode AI” is an enterprise artificial intelligence platform, products, and services brand of Sloancode Technology Group LLC. Sloancode AI is not a separate legal entity.
These Terms govern access to and use of Sloancode AI websites, software, applications, APIs, enterprise AI capabilities, Industry Clouds, AI agents, conversational and voice AI, workflow automation, analytics and intelligence services, integrations, administrative interfaces, demonstrations, pilots, and related services (collectively, the “Services”).
If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization. In that case, “Customer,” “you,” and “your” refer to that organization.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS CONCERNING FEES, RENEWAL, INTELLECTUAL PROPERTY, AI OUTPUTS, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS OF LIABILITY, SUSPENSION, TERMINATION, GOVERNING LAW, AND DISPUTE RESOLUTION.
1. Agreement Structure; Order of Precedence
These Terms are master terms. A Customer may also enter into an Order Form, statement of work, subscription order, Master Services Agreement, Data Processing Addendum (“DPA”), Service Level Agreement (“SLA”), product-specific terms, Industry Cloud supplement, Acceptable Use Policy (“AUP”), Voice and Communications Terms, or other written agreement with Sloancode (collectively, “Supplemental Terms”).
If documents conflict, the following order of precedence applies unless a signed agreement expressly states otherwise: (1) signed Order Form or signed negotiated agreement; (2) DPA for matters within its scope; (3) applicable product-specific or Industry Cloud Supplemental Terms; (4) applicable SLA; (5) these Terms; and (6) policies incorporated by reference. A later document controls over an earlier document only to the extent it expressly modifies the earlier document.
Purchase orders are for Customer administrative convenience only. Any preprinted or additional terms in a Customer purchase order, procurement portal, vendor form, or similar document do not modify these Terms unless expressly accepted in a writing signed by an authorized Sloancode representative.
2. Eligibility; Business Use; Authority
The Services are principally intended for businesses and organizations. You must have legal capacity to enter into a binding contract and must not be prohibited from using the Services under applicable law.
If an individual purchases or uses a Service in a consumer capacity, mandatory consumer-protection rights that cannot lawfully be waived remain unaffected. Provisions directed to business Customers apply to the fullest extent permitted by law.
Customer is responsible for ensuring that each Authorized User is permitted to use the Services and complies with these Terms.
3. Definitions
“Authorized User” means an individual authorized by Customer to access the Services. “Customer Content” means data, prompts, documents, recordings, messages, files, records, configurations, and other content submitted, connected, transmitted, or made available by or for Customer. “Output” means content generated by the Services in response to Inputs. “Input” means Customer Content submitted to an AI capability. “Documentation” means Sloancode’s then-current user or technical documentation. “Usage Data” means technical and operational telemetry concerning use and performance of the Services, excluding Customer Content except to the extent necessary to characterize a technical event. “Third-Party Service” means a product, platform, model, carrier, processor, integration, API, or service not controlled by Sloancode.
4. Accounts; Administrators; Credentials
Customer must provide accurate registration and account information and keep it current. Customer is responsible for all activity occurring under its accounts except to the extent caused by Sloancode’s breach of its obligations.
Customer administrators may configure users, permissions, integrations, retention settings, AI authority, communication channels, and other account controls. Customer is responsible for its administrators’ actions and for applying appropriate least-privilege access.
Customer must protect credentials, API keys, tokens, and authentication mechanisms and promptly notify Sloancode of suspected unauthorized access. Customer may not share individual credentials except through an expressly supported shared-access mechanism.
5. License and Right to Use the Services
Subject to Customer’s compliance with the Agreement and payment of applicable fees, Sloancode grants Customer during the applicable subscription or Order Term a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services for Customer’s internal business purposes and any other purposes expressly authorized in the applicable Order Form.
No rights are granted by implication. Sloancode and its licensors reserve all rights not expressly granted.
6. Restrictions and Prohibited Conduct
Customer and Authorized Users may not, except where applicable law prohibits the restriction:
- reverse engineer, decompile, disassemble, or attempt to discover source code, model weights, non-public prompts, security mechanisms, or underlying structure of the Services;
- copy, modify, translate, create derivative works of, resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau except as expressly authorized;
- circumvent usage limits, access controls, rate limits, entitlement controls, safety systems, or technical restrictions;
- access the Services to build or train a competing foundation model or materially competing service using non-public Sloancode technology, except as expressly authorized in writing;
- conduct unauthorized penetration testing, vulnerability scanning, denial-of-service activity, credential attacks, scraping, or automated extraction;
- introduce malware, malicious code, destructive content, or unlawful material;
- use the Services to violate law, infringe rights, defraud, deceive, harass, discriminate unlawfully, or facilitate prohibited activity;
- misrepresent AI-generated content as human-generated where disclosure is legally required;
- remove proprietary notices or falsely imply endorsement by Sloancode; or
- permit access by a sanctioned or prohibited person in violation of applicable trade laws.
7. Acceptable Use and Safety
Customer must comply with the then-current AUP incorporated by reference. Sloancode may implement reasonable technical safeguards to prevent abuse, protect systems, comply with law, or enforce contractual restrictions.
Customer may not use the Services for unlawful surveillance; malicious cyber activity; exploitation or abuse; unlawful discrimination; deceptive impersonation; fraud; unauthorized biometric identification; or other prohibited uses identified in the AUP.
Sloancode may investigate suspected abuse and may restrict affected functionality where reasonably necessary to protect the Services, Customers, End Users, or third parties.
8. Customer Responsibilities
Customer is responsible for its business processes, Customer Content, Authorized Users, Customer Systems, configurations, instructions, and use of Outputs. Customer will obtain all rights, permissions, notices, and consents necessary for Sloancode to process Customer Content and provide the Services.
Customer is responsible for determining whether the Services are appropriate for its use case, including applicable industry, professional, consumer-protection, employment, housing, financial, communications, privacy, accessibility, records-management, and other legal obligations.
Customer will not instruct Sloancode to process data or perform an action that Customer lacks authority to process or perform.
9. Customer Content; Ownership; License
As between the parties, Customer retains all right, title, and interest in Customer Content. Sloancode does not acquire ownership of Customer Content merely because it is processed through the Services.
Customer grants Sloancode and its authorized subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, transform, display, process, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, maintain, troubleshoot, and improve the Services as permitted by the Agreement, or as otherwise authorized by Customer or required by law.
Customer represents and warrants that it has sufficient rights and lawful authority to provide Customer Content and grant this license.
10. AI Inputs, Outputs, and Ownership
Customer retains its rights in Inputs. To the extent permitted by applicable law and subject to third-party rights, Sloancode assigns to Customer any right, title, and interest Sloancode may have in Output generated specifically for Customer through the Services, except for Sloancode Materials, underlying models, platform technology, templates, methodologies, system prompts, software, pre-existing materials, and other Sloancode intellectual property.
Because machine-learning systems can generate similar or identical content for different users, Output may not be unique. Customer receives no rights in output generated for other customers.
Sloancode does not represent that Output is copyrightable, patentable, registrable, non-infringing, unique, accurate, complete, or fit for a particular legal or commercial purpose.
Customer is responsible for reviewing Output before relying on, publishing, communicating, or using it.
11. AI Accuracy; Hallucinations; Human Review
ARTIFICIAL INTELLIGENCE AND MACHINE-LEARNING SYSTEMS ARE PROBABILISTIC. OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, MISLEADING, OFFENSIVE, OR OTHERWISE UNSUITABLE.
Customer must independently evaluate Outputs appropriate to the risk of the use case. The Services are not a substitute for qualified legal, medical, financial, accounting, engineering, safety, or other professional judgment.
Customer must maintain appropriate human review for consequential actions and must not rely solely on Output where an error could reasonably cause material legal, financial, safety, employment, housing, healthcare, or other significant harm.
12. AI Model Training and Product Improvement
Unless Customer affirmatively opts in, separately authorizes such use, or enters into an agreement expressly permitting it, Sloancode will not use Customer Content, including prompts, documents, communications, voice recordings, or transcripts, to train generalized Sloancode AI models for use across unrelated Customers.
Sloancode may use Usage Data and properly aggregated or de-identified information for security, reliability, capacity planning, analytics, abuse prevention, and service improvement, subject to applicable law and the Agreement.
Any optional Customer Content-based model improvement, evaluation, fine-tuning, or training program will be governed by separate notice, settings, or contractual authorization.
13. AI Agents; Tool Use; Automated Actions
Certain Services may allow AI agents to retrieve information, create or update records, trigger workflows, communicate with users, initiate transactions, request approvals, or interact with authorized systems.
Customer controls which tools, permissions, credentials, policies, approval gates, and authority are made available to an agent. Customer is responsible for configuring appropriate authorization boundaries and human escalation.
Customer acknowledges that automated actions may have real-world consequences. Sloancode is not responsible for an agent action that was within Customer-authorized permissions and resulted from Customer instructions, Customer Content, Customer configuration, or a Third-Party Service, except to the extent caused by Sloancode’s breach of the Agreement.
Sloancode may impose safety limits or require human approval for designated categories of action.
14. High-Impact and Regulated Decisions
Customer may not use the Services as the sole basis for legally or similarly significant decisions involving employment, housing, credit, lending, insurance, healthcare access, education, criminal justice, or other high-impact contexts unless the applicable Service is expressly approved for that use and Customer has implemented all legally required notices, assessments, testing, human review, appeal, explanation, and other safeguards.
Customer remains responsible for determining whether its use constitutes regulated profiling, automated decisionmaking, or an automated employment or other decision tool.
15. Voice, Audio, Recording, and Transcription
Certain Services may process live audio, telephone calls, recordings, speech-to-text transcripts, text-to-speech output, call metadata, and related information.
Customer is responsible for determining whether recording, transcription, monitoring, or automated voice interaction is lawful in each relevant jurisdiction and for providing legally required notices and obtaining legally required consent.
Processing audio for speech recognition does not necessarily mean that a persistent recording is retained. Retention depends on the applicable Service, Customer configuration, and Agreement.
Customer may not use voice capabilities for unauthorized voiceprint creation, biometric identification, impersonation, fraud, or deceptive synthetic-media activity.
16. Communications; SMS; Email; Messaging; Telephony
Where Customer uses the Services to send or receive telephone calls, SMS, email, chat, WhatsApp, social messaging, or other communications, Customer is responsible for applicable consent, opt-in, opt-out, calling-time, content, identification, recordkeeping, registration, and marketing requirements.
Customer must honor legally valid revocations and opt-outs and must not use the Services to send unlawful unsolicited communications.
Carrier, platform, messaging, and telecommunications providers may impose separate terms, fees, throughput limits, filtering, registration, or content requirements. Sloancode is not responsible for third-party blocking, filtering, carrier actions, or delivery failures outside Sloancode’s reasonable control.
17. Third-Party Services and Integrations
The Services may interoperate with Third-Party Services selected or authorized by Customer. Customer authorizes Sloancode to exchange information with those Third-Party Services as necessary to perform the requested integration.
Third-Party Services are governed by their own agreements and privacy practices. Sloancode does not control and is not responsible for the availability, security, accuracy, acts, omissions, pricing, changes, or discontinuation of independent Third-Party Services.
If a Third-Party Service changes or discontinues functionality, Sloancode may modify or discontinue the affected integration without liability, subject to any express commitments in an Order Form.
18. APIs and Developer Access
If Sloancode provides API access, Customer will comply with Documentation, authentication requirements, rate limits, data-use restrictions, and security requirements. API credentials are Confidential Information.
Sloancode may version, deprecate, or modify APIs. Where commercially reasonable and unless required sooner for security, legal, or third-party reasons, Sloancode will seek to provide reasonable notice of material breaking changes to generally available enterprise APIs.
19. Fees; Usage Charges; Taxes
Customer will pay all fees specified in the applicable Order Form or checkout flow. Fees may include subscription, usage, telecommunications, AI/model, storage, integration, implementation, support, overage, or other charges.
Unless expressly stated otherwise, fees are quoted exclusive of applicable sales, use, value-added, excise, withholding, or similar taxes. Customer is responsible for taxes associated with its purchases except taxes based on Sloancode’s net income.
Customer authorizes Sloancode and its payment processors to charge the payment method on file for amounts due where recurring billing has been validly authorized.
Usage measurements generated by Sloancode’s systems will govern billing absent manifest error. Customer must notify Sloancode of a good-faith billing dispute within the period stated in the applicable Order Form or, if none, within 30 days after the invoice.
20. Subscriptions; Renewal; Cancellation
Subscription term, renewal mechanics, cancellation rights, and notice periods will be disclosed in the applicable Order Form or checkout flow.
If a subscription automatically renews, Sloancode will present material renewal terms clearly and obtain any affirmative consent required by applicable law. Where legally required, Sloancode will provide renewal reminders or acknowledgments and a legally compliant cancellation mechanism.
For negotiated enterprise commitments, cancellation of automatic renewal prevents the next renewal but does not terminate the committed current term unless the Order Form expressly provides otherwise.
Nothing in these Terms limits non-waivable statutory cancellation rights.
21. Trials, Pilots, Beta, Preview, and Evaluation Services
Sloancode may provide free trials, pilots, proofs of concept, beta, preview, early-access, or evaluation features (“Evaluation Services”). Evaluation Services may be incomplete, changed, or discontinued and may contain defects.
Unless expressly agreed otherwise, Evaluation Services are provided AS IS, without SLA or production-support commitments, and may not be used for production, high-risk, or regulated workloads.
If an Evaluation Service converts to a paid subscription, material conversion terms and any required consent will be presented before charging.
22. Payment Processing; Customer Transactions
Sloancode may integrate with independent payment processors or facilitate Customer transactions. Unless expressly stated otherwise, Sloancode is not the merchant of record for transactions between Customer and its End Users and does not take title to Customer goods or services.
Customer is responsible for its prices, taxes, refunds, chargebacks, fulfillment, consumer disclosures, and merchant obligations. Payment processors may impose separate terms.
Customer must not transmit complete payment-card data to Sloancode through fields or channels not expressly designed and approved for such data.
23. Privacy and Data Protection
Sloancode’s processing of Personal Information is governed by the Sloancode AI Privacy Policy and, where applicable, the DPA. If Sloancode processes Personal Information on Customer’s behalf as a processor or service provider, the DPA controls that processing.
Customer is responsible for providing notices and obtaining consents required for Customer’s collection and processing activities and for its instructions to Sloancode.
24. Security
Sloancode will maintain administrative, technical, and organizational safeguards appropriate to the nature of the Services and information processed, as further described in applicable security documentation or contractual commitments.
Customer is responsible for securing Customer Systems, endpoints, networks, credentials, integrations, and Authorized User access.
No system is completely secure. Neither party guarantees that security incidents will never occur.
25. Confidentiality
“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated confidential or reasonably should be understood as confidential, including Customer Content, non-public product information, security information, pricing, business plans, source code, credentials, and trade secrets.
Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, affiliates, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations.
Confidential Information excludes information Recipient can demonstrate: was lawfully known without restriction; becomes public without Recipient’s breach; is received lawfully from a third party without duty; or is independently developed without use of the Confidential Information.
If legally compelled to disclose Confidential Information, Recipient may do so after providing notice where legally permitted and reasonable assistance at Discloser’s expense.
Trade secrets will be protected for so long as they remain trade secrets under applicable law; other Confidential Information will be protected during the Agreement and for at least five years thereafter, unless a signed agreement provides a different period.
26. Sloancode Intellectual Property
Sloancode and its licensors own all right, title, and interest in the Services, Documentation, software, models, model configurations, system prompts, workflows, templates, interfaces, algorithms, methodologies, designs, trademarks, technology, improvements, and other Sloancode Materials, excluding Customer Content and rights expressly assigned in Output.
No provision transfers ownership of Sloancode Materials to Customer.
27. Feedback
If Customer voluntarily provides suggestions, ideas, enhancement requests, or other feedback, Customer grants Sloancode a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or obligation, provided Sloancode does not publicly identify Customer as the source without permission.
28. Open Source and Third-Party Components
Certain components may be subject to open-source or third-party licenses. Those licenses govern the relevant components to the extent required by their terms. Nothing in these Terms limits rights granted under an applicable open-source license.
29. Branding; Publicity; Trademarks
Neither party may use the other party’s names, logos, or trademarks except as expressly authorized. Sloancode will not identify Customer publicly as a customer, publish Customer’s logo, or issue a joint announcement without Customer’s permission, except where a signed agreement expressly provides otherwise.
Customer may accurately identify its use of Sloancode AI subject to applicable trademark guidelines.
30. Support; Maintenance; Service Changes
Support level, response targets, maintenance commitments, and service levels, if any, are specified in the applicable Order Form, support policy, or SLA.
Sloancode may modify the Services to improve functionality, security, compliance, performance, or usability. Sloancode will not intentionally make a material reduction in the core functionality of a paid Service during a committed Order Term without commercially reasonable mitigation, replacement functionality, or other remedy where required by the applicable agreement.
Emergency maintenance or changes required by law, security, or a Third-Party Service may occur without advance notice.
31. Availability and Service Levels
No uptime or service-credit commitment applies unless expressly stated in an SLA or Order Form. Any SLA is Customer’s exclusive monetary remedy for the availability failure covered by that SLA unless the signed agreement states otherwise.
Downtime caused by Customer Systems, Third-Party Services, force majeure, Customer misuse, unauthorized modifications, or excluded maintenance may be excluded from SLA calculations as specified in the SLA.
32. Suspension
Sloancode may suspend access to some or all Services where reasonably necessary because of: material nonpayment; a material security threat; unlawful use; violation of the AUP; risk of harm to the Services or third parties; sanctions/export restrictions; Customer conduct likely to expose Sloancode to material liability; or a legal requirement.
Where practicable, Sloancode will provide notice and an opportunity to cure before suspension. For urgent security, legal, abuse, or safety matters, suspension may be immediate.
Sloancode will limit suspension in scope and duration where reasonably practicable and restore access after the basis for suspension is resolved.
33. Term and Termination
These Terms begin when accepted and continue while Customer accesses or uses the Services. Each Order Form continues for its stated term.
Either party may terminate an Order Form for material breach if the breach remains uncured 30 days after written notice, except a breach incapable of cure may permit immediate termination where legally permitted.
Either party may terminate upon the other party’s insolvency, bankruptcy, cessation of business, or similar event to the extent permitted by law.
Sloancode may terminate free Services on reasonable notice, subject to applicable law.
34. Effect of Termination; Data Export and Deletion
Upon expiration or termination, Customer’s right to use the affected Services ends except for any agreed transition period.
Subject to the applicable Order Form, DPA, legal obligations, and technical limitations, Sloancode will provide Customer a reasonable opportunity to export Customer Content before deletion where the Service supports export.
After the applicable retrieval period, Sloancode may delete Customer Content from active systems in accordance with its retention practices. Residual copies may remain in protected backups until overwritten or deleted under backup lifecycle controls.
Termination does not relieve Customer of fees accrued or committed before termination unless the Agreement expressly provides otherwise.
35. Representations and Warranties
Each party represents that it has authority to enter into the Agreement.
Sloancode warrants that paid Services will materially conform to applicable Documentation during the Order Term. Customer’s exclusive remedy for breach of this warranty is for Sloancode to use commercially reasonable efforts to correct the nonconformity; if Sloancode cannot do so within a reasonable period, Customer may terminate the materially affected Service and receive a prorated refund of prepaid unused fees for the terminated portion.
This warranty does not apply to issues caused by Customer Content, Customer Systems, unauthorized use, Third-Party Services, Evaluation Services, or use contrary to Documentation.
36. Warranty Disclaimers
EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, EVALUATION SERVICES, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
SLOANCODE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.
SLOANCODE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, UNIQUE, OR SUITABLE FOR CUSTOMER’S PURPOSE.
Nothing in this section excludes warranties or rights that cannot lawfully be excluded.
37. Customer Indemnification
To the extent permitted by law, Customer will defend Sloancode, its affiliates, and their officers, directors, employees, and agents against third-party claims arising from: (a) Customer Content or Customer’s lack of rights to provide it; (b) Customer’s unlawful or prohibited use of the Services; (c) Customer’s products, services, transactions, communications, or End User relationships; or (d) Customer’s breach of applicable law concerning consent, recording, communications, or Customer-controlled regulated processing.
Customer will indemnify the protected parties for finally awarded damages, approved settlements, and reasonable external legal fees arising from such claims, subject to the indemnification procedure below.
38. Sloancode Intellectual Property Indemnification
For paid enterprise Services, Sloancode will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Sloancode Service directly infringes a United States patent, copyright, or trademark, and will indemnify Customer for finally awarded damages, approved settlements, and reasonable external legal fees.
Sloancode has no obligation for claims arising from Customer Content, Output, Third-Party Services, Customer modifications, combinations not supplied by Sloancode, continued use after notice of alleged infringement, use outside the Agreement, or compliance with Customer specifications.
If a Service becomes or is likely to become subject to such a claim, Sloancode may procure the right to continue use, modify or replace the affected Service with materially equivalent functionality, or terminate the affected Service and refund prepaid unused fees for the terminated portion.
This section states Sloancode’s entire liability and Customer’s exclusive remedy for third-party intellectual-property infringement claims concerning the Services, except where a signed agreement expressly provides otherwise.
39. Indemnification Procedure
The indemnified party must promptly notify the indemnifying party of a claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party control of the defense and settlement. Failure to give prompt notice relieves obligations only to the extent materially prejudiced.
The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release the indemnified party without that party’s prior written consent, not to be unreasonably withheld.
40. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR EXCLUDED CLAIMS DESCRIBED BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SLOANCODE FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
For claims arising from a party’s breach of confidentiality, data-protection obligations, or indemnification obligations, a higher negotiated cap may apply if stated in the applicable Order Form or DPA.
The limitations will not apply to liability that cannot lawfully be limited or excluded, or to Customer’s payment obligations. Any treatment of fraud, willful misconduct, gross negligence, infringement/misappropriation, or other carve-outs will be governed by applicable law and any negotiated enterprise terms.
The parties acknowledge that the limitations are an essential allocation of risk and apply regardless of the theory of liability and notwithstanding failure of essential purpose of a limited remedy, to the extent permitted by law.
41. No Professional Advice; Customer Business Decisions
Unless an applicable Order Form expressly states that Sloancode is providing a separately regulated professional service, the Services and Outputs do not constitute legal, medical, financial, tax, accounting, engineering, investment, employment, housing, or other regulated professional advice.
Customer is responsible for its business decisions and for obtaining qualified professional advice where appropriate.
42. Compliance with Laws
Each party will comply with laws applicable to its own performance under the Agreement. Customer is responsible for laws applicable to Customer’s business, Customer Content, End Users, communications, products, transactions, and use of the Services.
Sloancode’s provision of configurable technology does not transfer Customer’s regulatory obligations to Sloancode unless a signed agreement expressly allocates a specific obligation.
43. Export Controls; Sanctions
Customer may not use, export, re-export, transfer, or provide the Services in violation of applicable U.S. export-control or economic-sanctions laws. Customer represents that it is not a prohibited or restricted party and will not knowingly permit access for prohibited uses or destinations.
Sloancode may restrict access where reasonably necessary to comply with applicable trade restrictions.
44. Anti-Corruption
Each party will comply with applicable anti-bribery and anti-corruption laws in connection with the Agreement and will not offer or accept improper payments or anything of value to obtain an unlawful business advantage.
45. Government Use
If Customer is a U.S. government entity or uses the Services on behalf of one, the Services and Documentation are commercial computer software and commercial computer software documentation to the extent applicable. Additional government-specific terms must be agreed in writing before procurement if required.
46. Insurance
Any insurance requirements applicable to an enterprise engagement will be stated in the applicable Order Form or negotiated agreement. These Terms do not represent that Sloancode maintains any specific insurance limit unless separately confirmed in writing.
47. Accessibility
Sloancode seeks to make its public-facing and customer-facing experiences usable and accessible. Customer remains responsible for accessibility obligations applicable to Customer-created content, Customer workflows, and Customer’s own End User experience unless a signed agreement expressly allocates a specific obligation to Sloancode.
48. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, widespread telecommunications or cloud outages, governmental action, epidemics, utility failures, or cyberattacks not caused by that party’s breach of reasonable security obligations. Force majeure does not excuse Customer’s obligation to pay amounts already due.
49. Changes to Terms
Sloancode may update these Terms prospectively. Material changes will be communicated in a manner reasonably designed to provide notice before they take effect where required by law.
Changes will not retroactively alter a committed enterprise Order Term in a manner that materially diminishes Customer’s negotiated contractual rights unless required by law, security necessity, or Customer agrees.
If applicable law requires affirmative consent to a material amendment, Sloancode will obtain it.
50. Electronic Contracting
Customer agrees that electronic acceptance, signatures, records, notices, and transactions may be used to the extent permitted by applicable law. Clicking an acceptance button, checking an agreement box, executing an electronic Order Form, or using the Services after a legally effective acceptance process may constitute acceptance.
Sloancode should maintain records reasonably sufficient to evidence the version of Terms accepted, identity/account associated with acceptance, timestamp, and relevant transaction details.
51. Notices
Legal notices to Sloancode must be sent to: Sloancode Technology Group LLC, Attn: Legal, 99 Wall Street, Suite 3772, New York, NY 10005, United States, with a copy to [LEGAL EMAIL TO BE CONFIRMED].
Notices to Customer may be sent to the account administrator, contracting contact, email address in the applicable Order Form, or through the Service where legally sufficient.
Notice is effective as specified in the applicable Order Form or, if not specified, when delivered by recognized courier, personally delivered, or electronically transmitted with reasonable evidence of delivery, subject to applicable law.
52. Governing Law; Venue
Unless a signed enterprise agreement provides otherwise, the Agreement will be governed by the laws of the State of New York, without regard to conflict-of-laws principles.
SUBJECT TO SECTION 53 AND ANY NON-WAIVABLE LAW, THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK WILL HAVE EXCLUSIVE JURISDICTION OVER DISPUTES ARISING FROM THE AGREEMENT, AND EACH PARTY CONSENTS TO PERSONAL JURISDICTION AND VENUE THERE.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
53. Dispute Resolution; Arbitration Decision Required Before Publication
PRE-PUBLICATION DECISION REQUIRED: Sloancode must choose whether the public Terms will use (A) exclusive New York court litigation for business Customers, or (B) a carefully drafted arbitration provision, potentially with separate treatment for consumers and enterprise Customers.
No mandatory arbitration, jury-trial waiver, class-action waiver, mass-arbitration procedure, or consumer arbitration language should be published until counsel confirms the intended contracting population, arbitration provider/rules, cost allocation, opt-out mechanics if any, small-claims treatment, injunctive-relief treatment, and enforceability strategy.
Until that decision is made, Section 52 provides the default forum framework for this draft.
54. Equitable Relief
A breach involving intellectual property, confidentiality, security credentials, or unauthorized access may cause irreparable harm. Subject to applicable law, either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction without waiving other remedies.
55. Assignment
Neither party may assign the Agreement without the other party’s prior written consent, except either party may assign it without consent in connection with a merger, reorganization, change of control, or sale of substantially all assets relating to the Agreement, provided the assignee is not a direct competitor of the non-assigning party and assumes the assignor’s obligations.
Any prohibited assignment is void to the extent permitted by law.
56. Subcontractors and Affiliates
Sloancode may use affiliates, contractors, and subprocessors to perform portions of the Services, provided Sloancode remains responsible for their performance to the extent required by the Agreement. Processing of Personal Information by subprocessors is additionally governed by the DPA where applicable.
57. Independent Contractors; No Third-Party Beneficiaries
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
Except for indemnified parties expressly identified in the Agreement, there are no third-party beneficiaries.
58. No Waiver; Severability; Interpretation
Failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.
Headings are for convenience only. “Including” means “including without limitation.” The Agreement will not be construed against a party merely because that party drafted it.
59. Entire Agreement; Amendments
The Agreement constitutes the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, and representations concerning that subject matter, except for fraud or other matters that cannot lawfully be disclaimed.
A negotiated amendment must be in writing and signed by authorized representatives unless the Agreement expressly permits another amendment mechanism.
60. Survival
Provisions that by their nature should survive expiration or termination will survive, including accrued payment obligations, confidentiality, intellectual property, Customer Content ownership, Output provisions, disclaimers, indemnification, limitations of liability, dispute provisions, and general legal terms.
61. Product-Specific and Industry Cloud Terms
Certain Sloancode AI products may require supplemental terms because of industry-specific workflows, communications, data types, integrations, or regulatory considerations.
Sloancode may adopt supplements for Restaurant AI, Field Services AI, Facilities AI, Construction AI, Property Management AI, horizontal AI solutions, voice/communications services, or future products. A supplement applies only where identified in the applicable Order Form, product flow, or Documentation.
62. Restaurant and Commerce Workflows
Where a Service facilitates ordering, reservations, catering, delivery, gift cards, loyalty, menu information, POS integration, or other commerce workflows, Customer is responsible for menu/product accuracy, pricing, taxes, allergen and ingredient disclosures, fulfillment, refunds, customer-service obligations, food-safety obligations, and other merchant responsibilities unless expressly allocated otherwise.
Delivery providers, POS platforms, and payment processors are independent Third-Party Services unless expressly stated otherwise.
63. Field, Facilities, Construction, and Property Workflows
Where Services assist with dispatch, maintenance, inspections, estimates, work orders, facilities, construction, properties, residents, vendors, contractors, assets, or similar operational workflows, AI-generated recommendations do not replace legally required inspections, licensed professional judgment, safety procedures, building-code compliance, tenancy/housing obligations, or Customer approval processes.
Customer remains responsible for physical-world actions, site safety, contractor/vendor management, permits, notices, approvals, and legally required professional determinations.
64. Records, Audit Trails, and Evidence
Certain Services may generate logs, timestamps, workflow histories, consent records, AI interaction records, or other audit information. Such records are operational records and are not guaranteed to satisfy a particular evidentiary, regulatory, legal-hold, or records-retention requirement unless expressly agreed.
Customer is responsible for determining which records it must retain and for configuring or exporting records accordingly.
65. Legal Process and Law-Enforcement Requests
Sloancode may preserve or disclose information where required by valid legal process or applicable law. Where legally permitted and appropriate, Sloancode may notify the affected Customer and may seek clarification or narrowing of overbroad requests.
Nothing in the Agreement requires Sloancode to violate law or obstruct lawful process.
66. Contact Information
Sloancode Technology Group LLC
Attn: Sloancode AI / Legal
99 Wall Street
Suite 3772
New York, NY 10005
United States
Contact:
Legal: legal@sloancode.com
Support: support@sloancode.com
Privacy: privacy@sloancode.com