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GENERAL TERMS & CONDITIONS

Last Updated: September 9, 2026

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These General Terms & Conditions govern any Order Form that incorporates them and are entered into between Slice Global Inc. (“Slice”) and the customer identified in the applicable Order Form as of the Effective Date therein. The Order Form, together with these Terms & Conditions, including all exhibits and addenda incorporated herein constitutes the “Agreement.” Slice and Customer may each be referred to herein individually as a “Party” and collectively as the “Parties”.

  • PROVISION OF SERVICES.

    • Access. Subject to the terms and conditions of this Agreement, Slice will provide the Services set forth in the Order Form (or any separate, written amendments or supplements thereto signed in writing by both Parties that reference this Agreement). Slice will provide to Customer the necessary login credentials and access protocols to allow Customer and its authorized users (i.e., Customer’s employees and contractors who are authorized by Customer to access and use the Solution) (“Authorized Users”) to access the Solution. Customer will prevent unauthorized access to, or use of, the Services, and notify Slice promptly of any such unauthorized use known to Customer. Customer is responsible for managing its Authorized Users’ access to the Solution, including by immediately notifying Slice if someone’s status as an Authorized User has ceased or otherwise should be revoked.
    • License Grant. Subject to the terms and conditions of this Agreement, Slice grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted under Section 9.5), non-sublicensable license (a) during the Term, to remotely access and use the Solution in connection with the Services and (b) during and after the Term, to use any information contained in output or reports generated by Customer through its use of the Solution during the Term, in all instances of (a) and (b) solely for Customer’s internal business purposes. Customer may only permit Authorized Users to access and use the features and functions of the Solution under this Agreement. All rights not expressly granted to Customer in this Agreement are reserved by Slice.
    • Use Restrictions. The Solution, together with any related software, technology, algorithms, processes, designs, hierarchies, user interfaces, and any intellectual property rights related thereto or embodied therein, as well as any improvements or modifications to the foregoing, are the exclusive property and Confidential Information of Slice. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Solution, except as expressly allowed in the Order Form; (b) modify, adapt, alter or translate the Solution; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Solution for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Solution; (e) interfere in any manner with the operation of the Solution or the hardware and network used to operate the Solution; (f) modify, copy or make derivative works based on any part of the Solution or any user manuals, technical specifications, or other documentation made available by Slice in connection with the Solution (collectively, “Documentation”); (g) access or use the Solution to build, improve, or enhance a similar or competitive product or service, or use the Services, or the results of the evaluation thereof, for Customer’s own competing development activities; (h) attempt to access the Solution through any unapproved interface; or (i) otherwise use the Solution in any manner inconsistent with applicable law. Customer bears responsibility to obtain any telecommunications or computer hardware or software required to access the Solution

  • CUSTOMER DATA

    1. Customer Responsibility. All data and information provided by Customer to Slice through the use of the Solution and/or the Services (the “Customer Data”) are and shall remain the exclusive property of Customer. Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer represents that it has the required rights and permissions in order to permit Slice to process and access the Customer Data as permitted hereunder, and Customer will obtain all advance consents and permissions needed for (a) Slice to use the Customer Data to provide the Services and (b) for Customer to use the Customer Data in tandem with the Services hereunder. Customer and its Authorized Users will have access to the Customer Data and will be responsible for all changes to or deletions of the Customer Data and the security of all passwords and other access protocols required to access the Solution. Customer has the responsibility to employ appropriate security measures to protect the Customer Data, and to comply with applicable laws in connection with the use of the Services and Customer Data. Customer acknowledges that, to the extent that Customer Data is integrated with third-party software offerings, the security of such software systems is the responsibility of Customer or such third-party vendor. Customer is solely responsible for its own strategic, operational, and other business and legal decisions with regard to its use of the Services, and Slice shall bear no responsibility or liability for any actions or inactions by Customer or any third party acting on its behalf.
    2. Slice Responsibility. Slice shall comply with all applicable laws in connection with the provision of the Services, including as relates to its processing of any Customer Data. Slice will maintain an information security program consistent with standard industry practices, designed to ensure the security and confidentiality of the Customer Data and protect against any anticipated threats or hazards to their security or integrity, and against unauthorized access thereto. It is agreed and acknowledged that Customer Data may include personal data of individuals (“Customer Personal Data”). Slice shall collect, process, store, and transfer all Customer Personal Data in accordance with applicable laws. Slice shall use and store Customer Personal Data in accordance with Customer’s reasonable instructions, and solely for the purpose of facilitating performance under this Agreement and exercising its rights hereunder. In the event Slice discovers or is notified of a data breach of its properties or systems involving Customer Personal Data, Slice shall notify Customer of the data breach as soon as practicable, but no later than within seventy-two (72) hours after Slice becomes aware of the data breach. Slice shall take all actions necessary to contain the data breach and provide Customer with all reasonably necessary information on the data breach and remedial actions. This Agreement incorporates Slice’s Data Processing Addendum available at https://www.sliceglobal.com/data-processing-addendum (“DPA”).

  • PAYMENTS.
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    1. Fees. Customer shall pay to Slice the fees as set forth in the Order Form (“Fees”). Except as otherwise provided in the Order Form, payment obligations are non-cancelable, and all amounts paid are nonrefundable except in the case of termination of this Agreement by Customer for material breach of this Agreement by Slice, or as expressly provided in Section 8.1.
    2. Payments. Except as otherwise provided in the Order Form, Fees are due and payable within thirty (30) days of the start of each annual period. Payment of Fees shall be made in United States dollars by wire transfer to Slice’s designated bank account set forth in the Order Form or as otherwise communicated to Customer in writing. Slice reserves the right (in addition to any other rights or remedies Slice may have) to discontinue the Services and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than sixty (60) days overdue until such amounts are paid in full. Any amounts not paid when due will bear interest at the rate of one-and-one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
    3. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Slice’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Services, or the license of the Solution to Customer. Customer will make all payments of Fees to Slice free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Slice will be Customer’s sole responsibility, and Customer will provide Slice with official receipts issued by the appropriate taxing authority, or such other evidence as Slice may reasonably request, to establish that such taxes have been paid.
    4. Upgrades and Downgrades. Customer may request an upgrade to a higher service tier as set forth in the Order Form at any time during the Term. Any such upgrade shall take effect immediately upon Slice’s confirmation thereof, and any incremental Fees associated with such upgrade shall be charged to Customer in accordance with this Section 3. In any subsequent Renewal Term, the Fees shall reflect the upgraded service tier then in effect. Customer may request a downgrade to a lower service tier, provided that any such downgrade shall not take effect until the first day of the next Renewal Term. Customer acknowledges that downgrading to a lower service tier may result in the loss of content, features, functionality, or capacity of the Services, and Slice shall have no liability for any such loss resulting from Customer's election to downgrade.

  • CONFIDENTIALITY.

    1. Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. Customer Data will be considered Confidential Information of Customer and the Services will be considered Confidential Information of Slice.
    2. Protection of Confidential Information. The Receiving Party shall not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to its Authorized Users, in the case of Customer, or its employees or representatives, in the case of Slice, who have a reasonable need to know and are bound by reasonable confidentiality obligations. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. The Receiving Party shall, in any event, remain liable for any acts or omissions of its Authorized Users, employees, or representatives, as applicable, with respect to Confidential Information.
    3. Exceptions. The confidentiality obligations set forth in Section 4.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order. Upon termination or expiration of this Agreement, unless otherwise agreed between the Parties in writing, each Receiving Party shall, at its election, either return to the Disclosing Party or permanently delete all of the Disclosing Party’s Confidential Information; provided, however, that the foregoing return or deletion obligation shall not apply to information that Customer is entitled to retain and use pursuant to Section 1.2(b). Within thirty (30) days upon termination or expiration of this Agreement, Slice shall provide Customer with a final export of Customer Data in XLS or another commonly-used electronic format.
    4. Feedback & Aggregate Data. Both during and after the Term, Slice may, without any obligations or compensation to Customer, (a) use any suggestions, enhancement requests, recommendations or other feedback obtained in the course of providing the Services or otherwise provided by Customer, including Authorized Users, and (b) solely to the extent such data is aggregated or otherwise de-identified in a manner that does not identify Customer, collect, use, and analyze data provided to Slice or otherwise arising during the use of the Services, in order to improve and enhance the Services and for other diagnostic and corrective purposes.

  • TERM AND TERMINATION.

    1. Term. This Agreement shall commence on the Effective Date, and unless terminated earlier in accordance herewith, shall continue for the duration set forth in the Order Form (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive periods of equal duration (each a “Renewal Term” and the Initial Term together with all Renewal Terms, the “Term”), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
    2. Termination for Breach. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
    3. Effect of Termination. Upon termination or expiration of this Agreement for any reason, Customer’s use of and rights to the Services shall cease, Customer shall cease any use of and access to the Solution, and any Fees accrued through the date of termination will become immediately due and payable. Sections 1.3, 3, 4, 5.3, 6.1, 6.3, 7, 8, and 9 will survive expiration or termination of this Agreement.

  • WARRANTIES AND DISCLAIMERS.

    1. Mutual Warranties. Each Party represents and warrants the following: (i) that it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (ii) that it has the full power and authority to consent to and perform this Agreement; and (iii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
    2. Slice Warranties. Slice represents and warrants that (a) it will provide the Services under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards and in compliance with laws, rules, and regulations applicable to its provision of the Services, and (b) under normal authorized use, the Services shall substantially conform to the technical specifications in written documentation provided by Slice to Customer. In the event of breach of either of the foregoing warranties, as Customer’s exclusive remedy and Slice’s exclusive liability, Slice shall repair, re-perform, or correct the applicable Services without unreasonable delay.
    3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SLICE INFORMATION AND SOLUTION ARE PROVIDED “AS IS,” AND SLICE MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SLICE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SLICE GUARANTEE ANY SPECIFIC RESULTS IN CONNECTION WITH USE OF THE SERVICES. SLICE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY OR ITS PRODUCTS OR SERVICES. Customer acknowledges that the Solution may incorporate artificial intelligence or machine learning tools or functionality, and that the probabilistic nature of such technology means that outputs generated thereby may not always be accurate or produce intended results. Customer is solely responsible for evaluating the accuracy and appropriateness of any outputs generated by AI-powered features of the Solution prior to reliance thereon. Neither the Solution nor any such outputs shall constitute legal, tax, accounting, or financial advice.

  • LIMITATION OF LIABILITY.

    1. Types of Damages. EXCEPT FOR ANY DAMAGES RESULTING FROM GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4, OR BREACH OF A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (COLLECTIVELY, THE “EXCLUDED LIABILITY”), TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY OR PROCUREMENT OF SUBSTITUTE SERVICES, ANY BUSINESS INTERRUPTION, IMPACT OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
    2. Amount of Damages. EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY THE FEES AND THE EXCLUDED LIABILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SLICE UNDER THIS AGREEMENT (THE “GENERAL CAP”). NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF SLICE ARISING OUT OF OR RELATING TO (I) SLICE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1(B) OR (II) BREACH OF SECTION 4 TO THE EXTENT ARISING FROM OR RELATING TO A BREACH OF THE DPA, WILL NOT EXCEED THREE (3) TIMES THE GENERAL CAP.
    3. Basis of the Bargain. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.

  • INDEMNIFICATION.

    1. By Slice. Slice will defend at its expense any claim, action or suit brought against Customer, its affiliates, and each of their officers, directors, employees, agents, successors and assigns (including reimbursement of Customer’s reasonable legal or expert fees or related litigation costs), and will pay any settlement Slice makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit by any third party (a) alleging that the Solution infringes such third party’s intellectual property rights under applicable laws, or (b) arising out of or relating to a Personal Data Incident (as defined in the DPA) caused by Slice’s breach of its obligations under the DPA or Sections 2 or 4 of this Agreement. 

      Notwithstanding the foregoing, Slice will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any modification of the Solution by or at the direction of Customer or its Authorized Users, or any configuration of the Solution inconsistent with any documentation provided by Slice, but only to the extent the alleged infringement would not have occurred but for such modification or configuration; (ii) any use of the Solution in combination with other products, services, software, or data not supplied or authorized by Slice, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) any use of the Services not in accordance with this Agreement, any use that is not consistent with any documentation provided by Slice, or use during any period of suspension; (iv) any Customer Data; (v) any non-Slice products or services; or (vi) Customer’s continued use of the Solution following written notice from Slice of an alleged infringement claim. 

      If the Solution becomes, or in Slice’s reasonable opinion is likely to become, the subject of an infringement claim, Slice may, at its sole option and expense: (A) procure for Customer the right to continue using the Solution; (B) modify or replace the Solution so that it becomes non-infringing without material diminution in functionality; or (C) if neither (A) nor (B) is commercially practicable, terminate this Agreement (or the applicable Order Form) and refund to Customer any prepaid Fees covering the remainder of the then-current Term following the effective date of such termination.
    2. By Customer. Customer will defend at its expense any claim, action or suit brought against Slice, its affiliates, and each of their officers, directors, employees, agents, successors and assigns (including reimbursement of Slice’s reasonable legal or expert fees or related litigation costs), and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim, action or suit arising out of or relating to any Customer Data, any product or service of Customer, or any improper or unauthorized use of the Services.
    3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

  • MISCELLANEOUS.

    1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts of New York, New York for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    3. Amendment and Modification. Only a written amendment signed by both parties can modify an Order Form; however, given that these General Terms & Conditions apply across Slice’s customers, these General Terms & Conditions may be amended by Slice upon written notice to Customer, provided that any such amendment will not be effective until the commencement of the next Renewal Term.
    4. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. No Assignment. Neither Party may assign or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment or transfer in violation of the foregoing will be null and void; provided, however, that either Party may assign this Agreement, or its rights and obligations herein, without obtaining the consent of the other Party to an affiliate or in connection with any merger, asset purchase, change of control, or similar transaction. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns.
    6. Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, telecommunication or internet delays or failures, fire, earthquake, flood, pandemic or epidemic, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.
    7. Independent Contractors. Customer’s relationship to Slice is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Slice.
    8. Notices. All notices required or permitted under this Agreement must be delivered in writing, by emailing the other Party’s contact listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the address listed on the cover page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice to the other Party.
    9. Entire Agreement; Counterparts. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matters. The Order Form may be executed in counterparts, which taken together will form one legal instrument.

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