Terms of Service

Spotlight.ai Technologies Inc. SaaS and Services Agreement

This is SaaS and Services Agreement (hereinafter referred to as “Agreement”) between Spotlight.ai Technologies Inc., a Delaware Corporation (“Company”) and a user of the Company’s platform (“Customer”).

The Company and the Customer are jointly referred to as “Parties” and individually as “Party.”

The Customer wishes to obtain access to the SaaS and Professional Services from the Company, which the Company agrees to provide as per the terms of this Agreement and the Purchase Order.

Terms of the Agreement

Services
1. Purpose: The Company agrees to provide access to its Value Intelligence Sales Platform (“Platform”) as a SaaS (Software as a Service) for driving deeper and more consistent discovery and qualification and/or automatically generating business case presentations and/or increasing visibility and forecasting accuracy, as well as for providing support and maintenance.
2. Services: The Company shall provide the Customer best possible services of:
  1. Authorized Users access to the Platform as described in the Purchase Order.
  2. Professional Services as described in the Purchase Order.
3. Subscription: The Purchase Order for each subscription service and other related professional services shall provide the specification of the services, the Platforms capabilities used, user limitations and the subscription term.
4. Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to Comply with applicable law and/or maintain or enhance:
  1. The quality or delivery of the Company’s products or services to its customers.
  2. The competitive strength of, or market for, the Company’s products or services.
  3. Platform performance and cost efficiency.

Platform Access and Authorized Users
1. Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name/s and email/s for the Customer’s account.
2. Authorized Users: Customers may allow a number of employees and/or independent contractors and/or vendors and/or channel partners as is indicated on the Purchase Order to use the Platform on behalf of Customer as (“Authorized Users”). Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
3. Authorized User Conditions to Use:
  1. 1. As a condition to access and use of a Platform, each Authorized User shall agree to abide by the terms of this Agreement and of the Company’s end-user terms of use which it may adopt from time to time.
    2. The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
    3. The Company shall reserve the right to refuse registration of or cancel user names and passwords or delete accounts as it deems inappropriate
4. Customer Responsibility:
  1. The Customer shall be responsible for:
    1. 2.4.1.1.All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
    2. 2.4.1.2.Securing the Company account and passwords (including but not limited to administrative and user passwords).
  2. The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user

Confidentiality
1. All the Customer data that will be entered or uploaded to the Platform or obtained by APIs to other Customer software (such as CRM) in connection with performing the above-mentioned services shall be deemed confidential information and held by the Company in full trust. At no time shall the Company use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner. This section remains in full force and effect even after the expiration or termination of the Agreement.
2. To the extent that these is a Non-Disclosure Agreement executed between the Parties, its terms will be deemed to stay in full effect during the full Term of this Agreement even if the Term of this Agreement ends later than the expiration of that Non-Disclosure Agreement.

Proprietary Rights
1. Ownership: The Company shall own and retain all rights, title, and interest in any kind of services software, applications, inventions, or other technology developed in connection with the Services and all intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
2. Use of Outputs: Customer has the right to make use of the Platform’s outputs such as worksheets, presentations and dashboards without any fees and/or royalties beyond the payment as detailed in the Purchase Order.
3. Customer Data and Vendor Information License: Customer is the sole owner of the Customer Data. Customer hereby grants the Company a license to use and otherwise exploit Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve the Platform, Software and Services, both during and after the Term. To avoid any doubt, the Company shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by Company.
4. It is Customer’s sole responsibility to backup Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through the Company or any Platform following the expiration or termination of this Agreement.

Payment Terms
1. The Customer shall pay the Company the then-applicable fees described in the Purchase Order in accordance with the terms set forth therein (“Fees”).
2. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given payment period must be received by the Company within 30 days of the mailing date of the invoice (unless otherwise specified on the applicable Purchase Order).
3. Unpaid amounts are subject to a finance charge each month on any outstanding balance.
4. The Company further reserves the right to suspend Services in the event of payment delinquency.

Service Organization Control (SOC) 2 Type 2 Compliance
1. Compliance Commitment: Spotlight.ai hereby commits to maintaining compliance with the Service Organization Control (SOC) 2 Type 2 standards, as established by the American Institute of Certified Public Accountants (AICPA). This commitment reflects our dedication to upholding rigorous security, availability, processing integrity, confidentiality, and privacy standards in our service offerings and operational procedures.
2. Annual Audit: To ensure ongoing compliance, Spotlight.ai will undergo an annual SOC2 Type 2 audit conducted by a qualified, independent third-party auditor. The audit will assess the effectiveness of our systems and controls in accordance with the SOC2 Type 2 criteria.
3. Audit Report Availability: Upon client request and under a confidentiality agreement, Spotlight.ai will provide a copy of our most recent SOC2 Type 2 audit report. This report shall serve as proof of compliance and provide clients with essential assurances regarding our operational excellence and risk management.
4. Notification of Changes: Spotlight.ai will promptly inform clients of any significant changes in our internal controls, operational practices, or compliance status that might affect our SOC2 Type 2 compliance. In the event of any such changes, we will take appropriate measures to maintain compliance and ensure minimal impact on our clients.
5. Continuous Improvement: Spotlight.ai is committed to the continuous improvement of its internal controls and processes. We will regularly review and update our practices to adapt to evolving industry standards and regulatory requirements, ensuring that our compliance with SOC2 Type 2 standards remains robust and effective.

Compliance with Notification Laws
1. The Parties shall comply with all applicable laws regarding the notification in the event of an unauthorized data and information disclosure.
2. The Parties shall notify each other in advance of any legal requirement to disclose the other Party’s data, unless such notification is not permissible under applicable law.
3. Procedure After Unauthorized Disclosure: Upon discovering any breach of the Company's security obligations or any other event requiring notification under applicable law, the Company shall notify Customer immediately, and under any circumstances no later than the following business day, by telephone and e-mail.

Termination
1. The Term of this Agreement will be based on the Service Term in the latest Purchase Order Executed by both Parties.
2. Customer may terminate this Agreement at its discretion by giving a notice to the Company. In the event of such termination, Customer will not be entitled to any refund by the Company.
3. The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time and within 7 days of a notice by the Company, or more than 3 times over any term.
4. Each party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party, if:
  1. The other party has made material breaches of any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 7 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
  2. In the event of a termination by the Customer due to a material breach by the Company, the Company shall refund the Customer for the Services period that has been paid for but will not be rendered due to the termination.

Indemnification
1. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

Limitation of Liability
1. 10.1.Unless prohibited by applicable law, in no event shall either Party:
  1. 10.1.1.Have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the latest contract term which beginning is immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
  2. 10.1.2.Have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
2. 10.2.Except as expressly provided herein or in a statement of service, the Company does not warrant that access to the Platform or Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Platform or Services. The Platform and Services are provided “as is,” and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of fitness for a particular purpose, to the maximum extent permitted by applicable law.

Miscellaneous
1. 11.1.Notices: Any notice required to be given to either Party shall be an email that will be acknowledged by the receiving Party by a returning email. To the extent that no acknowledgment will be received, the notice shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the sending Party.
2. 11.2.Modification: No modification of this Agreement or a Purchase Order shall be made unless in writing, signed by both parties.
3. 11.3.Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination
4. 11.4.Governing Law and Jurisdiction: This Agreement is governed by the laws of the Commonwealth of Massachusetts. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in Boston, MA by a single arbitrator knowledgeable in the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator. Each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
5. 11.5.Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
6. 11.6.Entire Agreement: This Agreement, along with any superseding specific Master Service Agreement, the latest Non-Disclosure Agreement and Purchase Order constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.