Subscription Agreement

An "Order Form" means a mutually signed order form, proposal, statement of work, or online registration page that references this Agreement. The "Effective Date" of this Agreement is the date set forth in the applicable Order Form (or, if none is provided, the date that Customer first registers for or begins using the Services).

Individual signing on behalf of an organization: IF YOU ARE USING THE SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF AN ORGANIZATION, CORPORATION, PARTNERSHIP, NONPROFIT, OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE SUCH AUTHORITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THEY MAY NOT USE THE SERVICES OR ACCEPT THIS AGREEMENT.

1.1 License

Upon mutual execution, each Order Form is incorporated into and forms a part of this Agreement. For each Order Form, subject to Customer's compliance with this Agreement (including any limitations and restrictions set forth in the applicable Order Form), Sattva grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable license to access and use the Sattva platform and related services specified in such Order Form — including the Sattva agent as made available on the web and within Customer's connected Slack workspace (collectively, the "Services") — during the term set forth in such Order Form. Customer may use the Services only for its internal business and organizational purposes and only in accordance with Sattva's official user documentation and instructions (the "Documentation").

1.2 Support

Sattva will make the Services available and provide support in accordance with the applicable terms set forth in the Service Level Agreement, provided the error can be reproduced by Sattva.

1.3 Limitations on Scope of Support

Support does not include: (a) development of custom code or computer programs beyond what is set forth in an Order Form; (b) repairs or service relating to any third-party software; (c) installation; (d) training; (e) designing systems or networks; (f) guidance related to unofficial or "beta" features; or (g) authoring or dictating security practices for Customer. Support does not encompass the remediation of problems determined by Sattva to have been caused by the failure or malfunction of any software, tools, equipment, or facilities not provided by Sattva. Support extends only to material non-conformities of which Sattva is notified during the term. Support does not apply in the event of (i) modification or enhancement of the Services performed by parties other than Sattva; (ii) use of the Services in conjunction with another vendor's products resulting in the defect; (iii) failure to follow applicable operation or maintenance requirements; (iv) negligence, abuse, misuse, or damage to the Services; or (v) failure to follow the Documentation.

1.4 Restrictions

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) represent that any Output (as defined below) is human-generated; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the Services (except to the extent applicable law specifically prohibits such restriction); (iii) modify, translate, or create derivative works based on the Services; (iv) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (v) use the Services for the benefit of a third party (other than Customer's own authorized end users); (vi) remove or alter any proprietary notices or labels from the Services; (vii) use the Services to build an application or product that is competitive with any Sattva product or service or with any third-party large language model provider ("Third-Party LLM"); (viii) interfere with the proper working of the Services; (ix) bypass any measures Sattva uses to prevent or restrict access to the Services; or (x) "crawl," "scrape," or "spider" any page, data, or portion of the Services, whether by manual or automated means. Customer is responsible for all of Customer's activity in connection with the Services, including uploading Customer Materials. Customer shall use the Services in compliance with all applicable local, state, national, and foreign laws, treaties, and regulations (including those related to data privacy, international communications, export, and the transmission of technical or personal data). Customer shall not use the Services in a manner or for purposes that are harmful, deceptive, threatening, harassing, or obscene, or that violate any third-party intellectual property, contractual, or other proprietary rights. Customer shall indemnify and hold Sattva harmless against any damages, losses, liabilities, settlements, and expenses arising from any violation of the foregoing or from Customer's use of the Services.

1.5 Third-Party Products

Customer acknowledges that the Services may operate on, integrate with, or use application programming interfaces (APIs) and other services provided by third parties — including, without limitation, Slack, Google Drive, and other integrations Customer chooses to connect ("Third-Party Products"). Sattva is not responsible for the operation of any Third-Party Product, nor for the availability or operation of the Services to the extent dependent upon a Third-Party Product. Sattva makes no representations or warranties with respect to Third-Party Products or their providers. As between Customer and Sattva, Customer is solely responsible for obtaining and providing all consents, authorizations, permissions, notices, and access required for the Third-Party Products it connects.

1.6 Open Source Components

Customer acknowledges that certain components of the Services may be covered by open source licenses. To the extent required by such a license, its terms will apply to the applicable open source component in lieu of the relevant provisions of this Agreement. Sattva will provide Customer with a list of such open source components upon request.

2.1 Fees; Payment

Customer shall pay Sattva the fees set forth in each Order Form (the "Fees"). Unless otherwise specified in an Order Form, Fees are invoiced in advance and payment is due within thirty (30) days of the invoice date. Sattva may invoice through its banking or payment provider (including Mercury or Stripe). Except as otherwise provided in this Agreement or an Order Form, all Fees paid are non-refundable, non-cancellable, and not subject to set-off.

2.2 Past Due Invoices

Past-due invoices are subject to interest on any outstanding balance at the lesser of 1.5% per month or the maximum amount permitted by law. If Customer in good faith disputes any Fees, Customer shall pay the undisputed amount and the parties shall use diligent efforts to resolve the dispute. Sattva is entitled to recover reasonable costs and expenses incurred in collecting undisputed Fees (including collection-agency, court, and attorneys' fees).

2.3 Taxes

All Fees and other charges are exclusive of all local, state, federal, and foreign taxes, levies, and duties of any nature (collectively, "Taxes"). Customer is responsible for all Taxes imposed on Customer or Sattva arising out of this Agreement, excluding any tax based on Sattva's net income, unless Customer provides a valid tax-exemption certificate.

2.4 Payment Processors

Customer may pay for the Services through a third party that processes Customer's payments (a "Payment Processor," such as Stripe). Customer's payment obligations to, and relationship with, the Payment Processor are governed by Customer's agreement with that Payment Processor. Customer acknowledges that information about Customer, this Agreement, and any Order Form may be disclosed to the Payment Processor.

3.1 Customer Materials

Customer retains all right, title, and interest in and to the Customer Materials, including all intellectual property rights therein. Customer, not Sattva, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of, and right to use, all Customer Materials. "Customer Materials" means all data, information, documents, knowledge-base content, and other material provided, uploaded, synced, or submitted by Customer (or on Customer's behalf, including through connected integrations) to the Services.

3.2 Inputs and Outputs

Customer may provide input to be processed by the AI-enabled functionality of the Services ("Input") and will receive output generated and returned by such functionality, including any documents, briefs, shortlists, reports, and other artifacts ("Output"). Customer represents and warrants that it has obtained all rights, approvals, and consents necessary for its use of Input. As between the parties, Input and Output are both deemed Customer Materials, and Customer retains all ownership of such Customer Materials as permitted under applicable law. Notwithstanding the foregoing, Customer acknowledges that (i) the Services may generate the same or similar output for other Sattva customers or end users, and (ii) Customer has no claim against Sattva or its other customers or end users arising from such output.

3.3 Sattva Intellectual Property

As between the parties, Sattva retains all right, title, and interest in and to the Services and all software, products, works, models, and other intellectual property and moral rights related thereto or created, used, or provided by Sattva for purposes of this Agreement, including any copies and derivative works. No rights or licenses are granted except as expressly set forth in this Agreement.

3.4 Implementations

As part of the Services, Sattva may provide implementation services and develop deliverables or work product (including modifications, implementations, configurations, or customizations of the Services and bespoke workflows) (collectively, "Implementations"). As between the parties, Sattva retains all right, title, and interest (including all intellectual property rights) in and to the Implementations. The Implementations are not "work made for hire" and will not be assigned to or owned by Customer. During the term and subject to Customer's compliance with this Agreement and the Documentation, Customer may use the Implementations in connection with the Services and for no other purpose.

3.5 Feedback

Customer may, but is not obligated to, provide suggestions, comments, or other feedback regarding the Services ("Feedback"). Feedback creates no confidentiality obligation for Sattva, and Sattva may freely use and exploit it. Customer assigns to Sattva all right, title, and interest in and to such Feedback and agrees that Sattva may use it in any manner, including by implementing it in the Services, without compensation, obligation, or attribution to Customer. Feedback does not include any Customer Materials.

3.6 Usage Data; Aggregated Statistics; No AI Training

Sattva may collect Services usage analytics and performance data on a continual basis for the purposes of providing support and improvements, verifying license compliance, ensuring application health, and billing ("Usage Data"). Sattva may also, in accordance with applicable data-privacy laws, monitor Customer's use of the Services and compile data and information related to such use, provided such data is aggregated and anonymized ("Aggregated Statistics"). As between the parties, the Usage Data and Aggregated Statistics, and all intellectual property rights therein, are and remain the exclusive property of Sattva. Sattva may use Aggregated Statistics to operate, maintain, optimize, and improve the Services and its business, and may make such Aggregated Statistics publicly available, provided they do not identify Customer.

3.7 Privacy

Any exchange of personal data between Customer and Sattva will be governed by Sattva's then-current Privacy Policy.

3.8 Confidentiality

The terms of this Agreement (but not its existence) are confidential. "Confidential Information" means all non-public, confidential, or proprietary information of a party — including specifications, documents, data, and pricing — disclosed to the other party, whether or not marked "confidential." Each party agrees to hold the other's Confidential Information in confidence (using at least a commercially reasonable degree of care), to use it only in connection with this Agreement, and to disclose it only to its members, managers, officers, employees, accountants, advisors, auditors, and attorneys who have a need to know and are bound by confidentiality obligations, or as required by law. Confidential Information does not include information that (a) is in the public domain at the time of disclosure (or enters it without breach); (b) was already known to the recipient at the time of disclosure; or (c) is rightfully obtained on a non-confidential basis from a third party.

4.1 Information Security Program

Sattva will establish and maintain a commercially reasonable information security program designed to: (i) ensure the security and confidentiality of Customer Materials; (ii) protect against anticipated threats or hazards to their security or integrity; and (iii) protect against unauthorized access to or use of Customer Materials. Sattva's current security practices — including single-tenant isolation (a dedicated, isolated database and deployment per Customer), AES-256 encryption at rest, TLS 1.2+ encryption in transit, row-level security, and passwordless authentication — are described on our Trust page.

4.2 Customer Responsibilities

Customer shall use commercially reasonable security measures when accessing and using the Services and shall take reasonable steps to prevent unauthorized access to or use of the Services, including safeguarding credentials and managing the access of its authorized users.

5.1 Term

Unless earlier terminated, this Agreement begins on the date of the first Order Form and ends upon expiration of the last active Order Form. For each Order Form, unless otherwise provided therein, the term begins on the date of the Order Form and continues for the period set forth in it, and renews for successive one (1) year periods unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.2 Termination

Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after written notice of such breach. Sattva may suspend Customer's access to the Services if Customer's account is more than sixty (60) days past due.

5.3 Effects of Termination

Upon termination or expiration, all licenses granted to Customer terminate, Customer shall discontinue all use of the Services, and Sattva shall have no further obligation to provide the Services or support. Prior to termination or expiration, Customer may export its Customer Materials using the export functionality of the Services or by request to Sattva. No later than thirty (30) days after termination or expiration, Sattva will delete Customer's Services account and the Customer Materials therein across its data stores, except as required to be retained by law or as held in anonymized or aggregated form. All provisions that by their nature should survive termination will survive, including accrued payment obligations, ownership provisions, warranty disclaimers, indemnities, and limitations of liability.

6.1 Indemnity

Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party and its affiliates, and their respective members, managers, employees, contractors, and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses") arising from any claim that (i) where Customer is Indemnitor, the Customer Materials or Customer's use of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right or violates applicable law; or (ii) where Sattva is Indemnitor, the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right enforceable in a jurisdiction that is a signatory to the Berne Convention.

6.2 Exclusions

Sattva's obligations under Section 6.1 do not apply to the extent a claim arises from (i) anything not created by Sattva (including Customer Materials); (ii) Implementations made in whole or part to Customer's specifications; (iii) modification of the Services after delivery; (iv) combination of the Services with products, processes, or materials not provided by Sattva, where the Losses arise from the combination; (v) Customer's continued allegedly infringing activity after notice; (vi) use of the Services not in accordance with this Agreement; or (vii) Third-Party Products for which Sattva is not the licensor.

6.3 Procedures

Each Indemnitor's obligations are conditioned on the Indemnitee providing: (i) prompt written notice of the claim (a failure to provide notice relieves the Indemnitor only to the extent it is materially prejudiced); (ii) the option to assume sole control over the defense and settlement (the Indemnitee may participate at its own expense); and (iii) reasonable cooperation, at the Indemnitor's expense.

6.4 Exclusive Remedy

This Section 6 states the Indemnitor's sole liability to, and the Indemnitee's exclusive remedy against, the other party for the claims described in this Section.

7.1 Warranties

Sattva represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) the Services will conform in all material respects to the applicable Documentation during the term of the Order Form, provided the Services are used in accordance with the Documentation and this Agreement; (iii) the services will be provided in a professional and workmanlike manner by qualified personnel; and (iv) it will use commercially reasonable, industry-standard methods designed to ensure the Services do not contain malware or other code intentionally designed to disrupt, disable, harm, or impede the operation of any network, program, or system. Sattva has no obligation under Section 7.1(ii) to the extent a non-conformity results from (a) modification of the Services by any party other than Sattva; (b) use of the Services with another product or service not recommended in the Documentation; (c) damage beyond Sattva's reasonable control; or (d) use not in conformance with the Documentation. The limited warranty does not apply to trial use of the Services.

7.2 Remedy

If the Services do not conform to the warranty in Section 7.1(ii) during the warranty period, Sattva will, as its sole obligation and Customer's exclusive remedy, at Sattva's election: (i) use commercially reasonable efforts to correct the non-conformity (provided it can be reproduced by Sattva); (ii) replace the nonconforming Services; or (iii) if Sattva cannot do either in a commercially reasonable time, terminate the affected Order Form, in which case Customer is entitled to a pro-rata refund of prepaid Fees for the affected, discontinued Services. Customer must notify Sattva in writing, describing the non-conformity, within the warranty period.

7.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SATTVA DOES NOT WARRANT THAT THE SERVICES ARE BUG-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

7.4 AI Features

CUSTOMER ACKNOWLEDGES THAT AI-ENABLED FEATURES IN THE SERVICES MAY GENERATE UNRELIABLE, INSECURE, INACCURATE, OR OFFENSIVE OUTPUT. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I) IT WILL EVALUATE ALL OUTPUT BEFORE RELYING ON OR USING IT; (II) IT IS RESPONSIBLE FOR ENSURING ANY OUTPUT INCORPORATED INTO CUSTOMER MATERIALS OR WORK COMPLIES WITH THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; AND (III) THE AI-ENABLED FEATURES ARE NOT DESIGNED OR INTENDED TO BE USED FOR MEETING CUSTOMER'S COMPLIANCE WITH APPLICABLE LAWS OR REGULATORY OBLIGATIONS, OR FOR LEGAL, MEDICAL, OR FINANCIAL ADVICE.

EXCEPT FOR CUSTOMER'S OBLIGATION TO PAY UNDISPUTED FEES, THE PARTIES' INDEMNIFICATION OBLIGATIONS, OR CUSTOMER'S BREACH OF SECTION 1.4 ("RESTRICTIONS"), IN NO EVENT SHALL EITHER PARTY, NOR ITS MANAGERS, MEMBERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER THEORY (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID OR PAYABLE BY CUSTOMER TO SATTVA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

All notices under this Agreement will be in writing and given (a) to Sattva by email at team@sattva.capital; and (b) to Customer at the address or email set forth in the applicable Order Form. Notices are deemed given upon receipt if personally delivered; when receipt is electronically confirmed, if sent by email; and upon receipt if sent by certified or registered mail, postage prepaid.

10.1 Publicity

Sattva operates a white-label platform; the Customer's brand is the primary brand presented to Customer's users. Sattva will not publicly identify Customer as a customer, or use Customer's name or logo in its marketing materials, without Customer's prior written consent (which may be given by email). Any such use will be subject to Customer's trademark guidelines, and Customer may revoke consent at any time by emailing team@sattva.capital.

10.2 Export Controls

Customer may not export, re-export, or allow the export of the Services or any related software (collectively, "Controlled Subject Matter") in violation of any restrictions or laws of the U.S. Department of Commerce, the U.S. Department of the Treasury Office of Foreign Assets Control, or any other applicable authority. Customer represents that the Controlled Subject Matter will not be used, transferred, or exported to any country subject to a U.S. embargo, or to any person on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.

10.3 Governing Law; Arbitration

This Agreement is governed by and construed in accordance with the laws of the State of New York, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are disclaimed in their entirety. Any dispute related to the subject matter of this Agreement will be resolved by binding arbitration, in the English language, in New York County, New York, under the rules of JAMS, before one (1) arbitrator. The arbitrator's decision will be enforceable in any court. In any action to enforce this Agreement, the prevailing party is entitled to recover costs and attorneys' fees.

10.4 Exceptions to Arbitration

Each party agrees that any claim related to the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights is an exception to arbitration and may be brought in a court of competent jurisdiction. Before initiating arbitration, each party agrees to notify the other of the dispute and attempt to negotiate an informal resolution; if the dispute cannot be resolved informally after a good-faith effort, the party intending to arbitrate will notify the other by email before initiating arbitration.

10.5 Waiver of Jury Trial; Class Action Waiver

CUSTOMER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND SATTVA EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

10.6 Limitation of Actions

No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has been or reasonably should have been discovered, except in the case of an action for nonpayment by Customer.

10.7 Entire Agreement

This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals. Terms on any purchase order or similar document submitted by Customer have no effect and are rejected. In the event of any conflict between this Agreement and an Order Form, the Order Form governs.

10.8 Amendment; Waiver

Except as otherwise provided, no modification or amendment is effective unless agreed by both parties in writing, and no waiver is effective unless in writing and signed by the waiving party.

10.9 Force Majeure

Except for payment obligations, neither party is liable for any failure to perform resulting from causes beyond its reasonable control, including fire, flood, severe weather, earthquake, vandalism, accidents, sabotage, power failure, denial-of-service or similar attacks, internet failure, acts of God, acts of war or terrorism, riots, civil disturbances, strikes or labor disruptions, pandemics, epidemics, and any laws, orders, or restraints of any governmental authority.

10.10 Assignment

Customer may not assign any of its rights or obligations under this Agreement without Sattva's consent. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

10.11 Severability

If any provision of this Agreement is held unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full effect and enforceable.