LAST UPDATED: 7 AUGUST 2026
SISO TECHNOLOGIES LLC-FZ
TERMS OF USE
These terms of use (the “Terms”) are a legally binding contract entered into by and between you and SiSo and the terms and conditions of these Terms, as set forth below, together with any documents they expressly incorporate and / or are incorporated by reference, including, as applicable, any duly executed Order Form (collectively, this “Agreement”), govern your access to and use of the Service.
“SiSo” or “we” or “us” or “our” shall for these purposes be deemed to mean SISO Technologies LLC-FZ and, as applicable, its parent company, SISO Holdings Limited (“SISO Holdings”) and the subsidiaries of SISO Holdings from time to time.
SISO operates a cloud-based M&A-focused application hosted at app.sisosuite.com (the “Application”) together with certain content, functionality, and other services ancillary thereto (such services, together with the Application being, the “Service”), as may be further specified in the applicable Order Form, from time to time.
“Order Form” means the document, subscription agreement, licence agreement, collaboration agreement, pilot agreement, statement of work, quotation or other written or electronic order and/or agreement or licence as may be agreed between SiSo and the Subscriber that references or incorporates these Terms and sets out the subscription term, products, services, user seats and fees (the "Subscription"). References to an Order Form include any such document entered into before the date of these Terms.
You accept these Terms by executing an Order Form, by using the Service, and/or by clicking to accept where that option is made available. If you do not agree to these Terms, you must not access or use the Service.
If there is any conflict between the documents forming the Agreement, the order of precedence is (unless expressly stated otherwise in an Order Form): (1) the Order Form; (2) the Data Processing Addendum (for personal data protection matters only); (3) these Terms; and (4) any other documentation.
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT (AMONG OTHER THINGS) PROVIDES IN SECTION 20 (ARBITRATION) THAT YOU AND SISO WILL ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND THAT YOU WILL NOT BRING CLASS ACTION CLAIMS AGAINST SISO.
You are either: (i) a client of SiSo (the “Company” or “Subscriber”) or; (ii) a user authorized by the Company to upload, access, view, share or otherwise make available certain documents, data or other materials such as the text of, or attachments to, a publication or comment (the “Documents”), available through the Application (an “Authorized User”). Access to and use of this Service and any the Document(s) are, in each case, subject to (x) applicable laws and regulations and (y) these Terms.
This Agreement applies to (a) the entity identified as the Subscriber on an Order Form, and (b) each Authorized User. Where a right or obligation is expressed to be that of the Subscriber, it applies only to the Subscriber. Where a right or obligation is expressed by reference to “you” or “your”, it applies to the Subscriber and to each Authorized User. An Authorized User’s acceptance of this Agreement does not of itself bind the Subscriber, and does not make that Authorized User liable for any Subscription Fee or other amount payable under an Order Form.
To the extent the Service processes or provides access to materials subject to attorney-client privilege (or any other form of privilege), neither the Company nor any other person is waiving or diminishing, and shall not be deemed to have waived or diminished, any such protection(s), including its attorney work-product protections, attorney-client privileges or similar protections and/or privileges as a result of providing any such process(es) and/or access.
This Agreement does not alter, modify, or amend any other agreements or obligations you, or any other person, may have with or to the Company and/or any of its affiliates.
f you are an individual accessing or using the Service on behalf of any entity that employs or engages you or that, you represent a (an “Organization”), then you are agreeing to this agreement on behalf of yourself and such organization.
References to “you” and “your” in this Agreement will refer to both the individual using the Service and to any such Organization.
You enter into this Agreement in a business capacity and not as a consumer. The Service is made available for business use only and is not offered or marketed to consumers.
1.Service Provision
1.1Subject to the Subscriber’s payment of all applicable fees for the Service as set out in the Order Form and during the term of the Agreement, SiSo:
(a)Grants the Subscriber a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service and the SiSo templates, playbooks, reports, configurations, documentation, and workflows made available by SiSo as part of the Service (“SiSo Content”), solely for the Subscriber’s internal business purposes and in accordance with this Agreement and the applicable Order Form.
(b)Grants to the Subscriber a non-exclusive, non-transferable and non-sub-licensable right to use any third-party products or software that are included in the Service.
1.2Following expiry or termination of this Agreement, the Subscriber may retain and use copies of SiSo Content already lawfully provided to it during the Term solely for internal reference purposes, but shall have no right to continued access to the Service or to commercialize, distribute, sublicense, or otherwise exploit such SiSo Content.
1.3Where the Subscriber purchases data extraction, platform management or similar support services, SiSo may assist with project management, uploading and quality control of diligence findings. The Subscriber remains responsible for instructing SiSo on the content that is to be entered or processed, for reviewing, verifying and for approving all findings, entries and Outputs for accuracy and completeness, and for requesting any updates or corrections. Any extraction, summarization, tagging or draft entry support (including AI-assisted support) is provided for operational support purposes only and does not constitute advice or verification.
2.Service fees and payment terms
2.1The total fees payable for the Subscription by the Subscriber to SiSo (“Subscription Fee”) are defined in the Order Form.
2.2All Subscription Fees and other fees indicated in the Order Form are exclusive of any sales tax, value added tax, goods and services tax or other taxes and duties that may be applicable. When obliged under applicable tax legislation to add any of the aforementioned taxes or duties to its fees, SiSo shall do so by computing the applicable tax and including it on the invoice for the Subscription Fees and other fees.
2.3All payments by the Subscriber shall be made without deduction or withholding of any kind. If any deduction or withholding is required by law, the Subscriber shall increase the amount payable so that SiSo receives the amount it would have received had no such deduction or withholding been required.
2.4SiSo may monitor seat usage and seat type usage for billing, compliance, security and service administration purposes. Where the Subscriber’s usage exceeds the subscribed seat count or subscribed seat type allocation, SiSo may invoice the applicable overage fees in accordance with the pricing set out in the Order Form (or, if not specified, SiSo’s then-current applicable rates), provided SiSo supplies reasonable usage detail on request.
2.5All invoices by SiSo will be rendered in the currency defined in the Order Form and will be payable in full by the Subscriber together with any sales tax or value added tax (if applicable) within thirty (30) days of invoice date (unless otherwise noted on the Order Form). If the Subscriber’s payment for the Service is thirty (30) days late (or more), SiSo reserves the right to suspend the Service by giving a notice to the Subscriber. Notwithstanding SiSo’s right to suspend the Service, SiSo is entitled to charge one (1.0%) percent per month interest on all overdue Subscription Fees.
2.6Fee Adjustments at Renewal. Upon renewal, SiSo may increase the Subscription Fees up to SiSo then-current list price or as otherwise may be notified to the Subscriber in writing not less than 30 days prior to the renewal date. If the Subscriber does not agree to this increase, either party can choose to terminate the Subscription at the end of the then-current term by providing the notice required in the ‘Notice of Non-Renewal’ section below.
3.Use of Service
3.1You agree to use the Service for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any intellectual property or privacy law. By agreeing to the Terms, you represent and warrant that you: (a) are at least the age of majority in your state, province and/or jurisdiction of residence; (b) are legally capable of entering into a binding contract, and (c) will use the Service and all portions thereof in accordance with all applicable laws and regulations.
3.2You agree to not use the Service to conduct any activity that would constitute a civil or criminal offence or violate any law. You agree not to attempt to interfere with the Service’s network or security features or to gain unauthorized access to our systems.
3.3SiSo will have the right, but not the obligation, to monitor your use of the Service. SiSo may monitor, log and analyse use of the Service and the AI Features (including prompts, task instructions, usage metadata and Output metadata) to the extent reasonably necessary to provide and secure the Service, to detect, prevent, investigate and remediate abuse, fraud, misuse or security incidents, to enforce this Agreement and applicable usage limits, to maintain service quality and performance, and to comply with applicable law, regulatory requirements and lawful requests. Such processing is subject to the Privacy Policy and, where applicable, the Data Processing Addendum.
3.4You represent, warrant and covenant to us that: (a) you will implement and maintain measures to comply with any applicable laws and regulations in connection with the activities undertaken by you under this Agreement, including in connection with your use of the Services; and (b) you have all necessary rights and permissions to use the Company Data (as defined in Section 11 below), including all necessary consents to upload and transmit the Company Data to, and display and otherwise make available the Company Data through, the Service as contemplated by this Agreement in compliance with all applicable data protection and privacy obligations, laws, rules, and regulations, and to permit SiSo and its subprocessors to process such data in accordance with the Agreement.
3.5The Subscriber is responsible for granting access to the Service to its Authorized Users and for their use of the Service. Each Authorized User requires a valid Subscription. SiSo will establish a user account on the Service for the Subscriber. This user account can be used to allow the Subscriber to access, and to allow it to grant its Authorized Users access to, the Service, in each case in accordance with this Agreement. The Subscriber will not permit individuals other than Authorized User to access or use the Service, and will not disclose any usernames or passwords for the Service other than as necessary to enable Authorized Users to access it.
3.6The Subscriber is responsible for all acts and omissions of its Authorized Users and any person accessing the Service using credentials issued by or on behalf of the Subscriber, as if such acts or omissions were those of the Subscriber.
3.7The Subscriber is responsible for the legality, accuracy, and use of Company Data and other materials submitted to or generated through the Service by or on behalf of the Subscriber and its Authorised Users, and for ensuring such use complies with this Agreement and applicable law. SiSo is not responsible for the Subscriber’s or its Authorised Users’ use of such materials except to the extent arising from SiSo’s breach of this Agreement or applicable law.
3.8Without limiting this Section, the Subscriber’s use of AI Features is also subject to the AI-specific requirements and restrictions in Appendix B.
4.Changes to the Service or this Agreement
4.1SiSo may update these Terms from time to time by posting a revised version at https://sisotechnologies.com/terms-of-use. The "Last Updated" date at the top indicates when these Terms were last changed, and superseded versions remain available on the Site. Subscribers may elect to receive notification of updates by written request to [email protected].
4.2Updates take effect when posted and apply to all access to and use of the Service thereafter, but do not apply to any dispute arising before that date. Continued use of the Service following posting constitutes acceptance of the update. In no event may SiSo update these Terms in a way that detracts from its obligations in respect of Confidential Information, Company Data or information security without the Subscriber's express written consent.
4.3If a Subscriber reasonably considers an update to have a materially adverse effect on it, it may raise the matter with SiSo within fifteen (15) days after the update is posted. If SiSo is unable to resolve it within fifteen (15) days, including by reinstating the previous wording for the remainder of the then-current Subscription term, the Subscriber may terminate the affected Subscription on five (5) business days' notice and SiSo will refund any pre-paid, unused Subscription Fees.
4.4SiSo may modify, enhance, replace or discontinue all or part of the Service (including access to the Service via any third-party links), and may change the working methods, devices, telecommunication links, applications, systems or subcontractors used in providing the Service, provided that SiSo will not materially degrade the Service or materially reduce its core functionality during a Subscription term. Where SiSo discontinues a product or module to which the Subscriber subscribes, the Subscriber may terminate the affected Subscription on written notice and SiSo will refund any pre-paid, unused Subscription Fees for the remainder of the then-current term.
5.Information Submitted Through the Service
5.1SiSo's processing of personal data contained in Company Data, which SiSo processes on behalf of the Subscriber, is governed by the Data Processing Addendum. SiSo's processing of personal data for which SiSo acts as controller – including account and registration details, Authorized User contact details and usage data – is described in the Privacy Policy at https://sisotechnologies.com/privacy-policy (the "Privacy Policy").
5.2You represent and warrant that you have all rights, licences and permissions required for any and all information you provide in connection with the Service.
6.Rules of Conduct
6.1In connection with the Service, you must not:
(a)Access or use the Service or any portion thereof for any purpose or in any manner other than as expressly permitted under this Agreement.
(b)Extract ideas, algorithms, procedures, workflows or hierarchies from the Service or any portion thereof, or otherwise attempt to reverse engineer the Service or any portion thereof, or use the Service or any portion thereof for the purpose of creating another product or service.
(c)Provide any means of access to, or otherwise display or transmit, the Service from or through any website (including by “framing” or “mirroring”) other than the website provided by SiSo for such purposes.
(d)Remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from the Service or any portion thereof (or any associated documentation or materials).
(e)Post, transmit, or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, logic bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”).
(f)Upload to or process using the Service any (i) content or other materials containing any Virus; (ii) Social Security numbers, driver’s license numbers, financial account numbers, or similar; (iii) personal data relating to children; or (iv) any other information that is deemed sensitive under applicable laws or regulations.
(g)Use the Service, or any services or materials available through the Service for any purpose that is fraudulent or otherwise tortious or unlawful or in any manner that would violate or prejudice the legal or other ownership rights of any third party.
(h)Harvest or collect information about users of the Service.
(i)Attempt to gain unauthorized access to, or interfere with or disrupt the operation of, the Service, or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service; or violate any requirement, procedure, or policy of such servers and networks.
(j)Attempt to engage in any other conduct that restricts or inhibits any other person from using the Service, or which may harm SiSo or users of the Service.
(k)Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Service, except as expressly authorized herein, without SiSo’s express prior written consent.
(l)Reverse engineer, decompile, or disassemble any portion of the Service, except where such restriction is expressly prohibited by applicable law.
(m)Frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, without SiSo’s express prior written consent.
(n)Systematically download and store Service content unless you have the right and/or permission to do so.
(o)Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather Service content or reproduce or circumvent the navigational structure or presentation of the Service, without SiSo’s express prior written consent.
(p)Transfer your right to access or use Service to any third party or share accounts.
(q)Use your access to the Service to build a product or service which competes with the Service.
7.Accounts; Accessing the Service
7.1To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current, and complete. You agree that all information you provide to register with the Service or otherwise, including through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
7.2We may reject, or require that you change, any username, password, or other information that you provide to us in registering for an account. Your username and password are for your personal use only and must be kept confidential. You acknowledge that your account is personal to you and agree not to provide any other person with access to all or part of the Service using your username or password. You, and not SiSo, are responsible for any use or misuse of your username or password. You agree to promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your account or if you have a reason to suspect any unauthorized use of the Service or any loss or theft of any user name or password. We have the right to disable any username or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
8.Availability
8.1We endeavour to ensure that the hosted elements of the Service will be available for remote access no less than 99.5% of the term of the contract between the Company and SiSo, excluding Excused Outages (as defined below) (“Availability”). Downtime as a result of any causes beyond the control of SiSo or that are not reasonably foreseeable by SiSo, including, without limitation by any of the events noted below are excluded from the Availability calculations (collectively, “Excused Outages”):
(a)your environment issues affecting connectivity or interfering with the Service, including without limitation, telecommunications connection or any other your software or equipment, your firewall software, hardware or security settings, your configuration of anti-virus software or anti-spyware or malware software, or operator error;
(b)any third party software, hardware, or telecommunication failures, including Internet slow-downs or failures;
(c)force majeure events, including, without limitation fire, flood, earthquake, elements of nature or acts of God; third party labor disruptions, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action; or any other similar cause beyond the reasonable control of SiSo;
(d)issues related to third party domain name system (DNS) errors or failures;
(e)scheduled maintenance of the Service, conducted on a regular basis, of which SiSo will give a minimum of twenty-four (24) hours advanced notice by posting on the Service, email, or other pre-approved notification; and
(f)emergency maintenance of the Service, not to exceed four (4) hours in any month, for which you may not receive advanced notice.
8.2In the event SiSo fails to achieve the Availability requirement, SiSo will use commercially reasonable efforts to correct the interruption as promptly as practicable. In the event SiSo fails to achieve the Availability requirement during the term of the contract between the Company and SiSo, the Company may terminate this Agreement within thirty (30) days of SiSo first failing to achieve the Availability requirement, without further obligation and receive a prorated refund of any pre-paid, unused recurring fees. The refund will constitute your and the Company’s sole and exclusive remedy and SiSo’s (and its affiliates) sole and exclusive liability for failure to achieve the Availability requirement.
9.Errors and Omissions
9.1Please note that the Site may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time, without prior notice (including after an order has been submitted). Such errors, inaccuracies or omissions may relate to product description, pricing, promotion and availability and we reserve the right to cancel or refuse any order placed based on incorrect pricing or availability information, to the extent permitted by applicable law.
9.2We do not undertake to update, modify or clarify information on the Site, except as required by law.
10.Feedback
10.1If you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Service, any products or services, or otherwise, you hereby acknowledge and agree that such Feedback is not confidential or proprietary to you, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place SiSo under any fiduciary or other obligation.
11.Proprietary Rights
11.1SiSo Intellectual Property
As between you and SiSo, SiSo exclusively owns and retains all right, title and interest (including all intellectual property rights) in and to: (a) the Service and all portions thereof (including the AI Features); (b) all data or information owned by SiSo or any of our affiliates or licensed by SiSo or any of our affiliates from a third party, but excluding any Company Data and the Subscriber’s rights (if any) in Outputs as set out in Appendix B (the “SiSo Data”); (c) all intellectual property owned SiSo or our affiliates (“SiSo IPR”); and (d) any intellectual property rights developed by SiSo or our affiliates, contractors, consultants or outsourcing providers, whether related to this Agreement or not, during the term of this Agreement (“SiSo Developments”); in each case of (a) to (d), including all improvements, enhancements or modifications thereto made by or on behalf of SiSo.
The entire right title and interest in any SiSo Developments will vest in SiSo upon creation of such SiSo Developments, and in the event you are deemed to obtain any interest in any SiSo Developments, you will assign, without further consideration, all of its right, title, and interest in and to such SiSo Developments and intellectual property rights therein to SiSo.
11.2Background Intellectual Property
Each party owns all rights, title and interest in all intellectual property rights and technology of such party and/or its affiliates that is created, invented, or developed prior to the effective date of this Agreement (“Background IP”) and any improvements made, at any time, to such Background IP by either party, subject to any licenses expressly granted to the other party for the purposes of performing its obligations under the Agreement.
Except as expressly set forth herein, nothing in this Agreement grants or otherwise gives either party ownership in, or other proprietary rights or license to use, the other party’s Background IP, or other intellectual property rights (or any derivative thereof), and all such rights are reserved.
11.3Company Data
“Company Data” means all data or information, including any Documents, that are uploaded to the Service by the Company or on behalf of the Company. Save to the extent set out in this Agreement, no right, title, license, or interest (including, but not limited to, intellectual property rights) in and to the Company Data is conveyed by virtue of such data, information or Documents being uploaded to the Site.
11.4User Data
You retain all right, title and interest (including, but not limited to, intellectual property rights) in and to your data or information that you uploaded or enter into the Services, excluding any Company Data (e.g. account profile details / preferences of individual users) (the “User Data”).
11.5Licenses
Subject to the terms and conditions of this Agreement, SiSo hereby grants to you a non-exclusive, non-transferable (except as provided in Section 23), non-sublicensable license during the term of this Agreement to use the SiSo IPR solely for the purposes of receiving and using the Service.
You hereby grant SiSo and its affiliates/subprocessors a worldwide, non-exclusive, non-transferable, royalty-free license under your rights in the User Data and the Company Data to host, store, copy, transmit and process the User Data and the Company Data (including the learnings generated by the Service and underlying algorithms and any data that is automatically stored by the Service in the course of providing the services under this Agreement, to the extent it is anonymized): (i) in connection with providing, maintaining and improving the Service, generating the Outputs and, (ii) to the extent that it is anonymized and does not contain any personally identifiable information or any identifying information that can be associated with you or your business, for the purposes of generating and using intelligence data in the course of our business, and, for avoidance of doubt, such intelligence data is and shall be owned by us.
11.6The Service
Subject to this Agreement and the applicable Order Form, the Subscriber and its Authorised Users may access and use the Service during the Term solely for the Subscriber’s internal business purposes.
12.Confidentiality and Information Security
12.1“Confidential Information” means information disclosed by one party (“Discloser”) to the other party (“Recipient”) identified as, or disclosed or obtained under circumstances reasonably indicating it is, confidential or proprietary. For the avoidance of doubt, User Data will be your Confidential Information, Company Data is Company’s Confidential Information and SiSo Data will be the Confidential Information of SiSo. For the avoidance of doubt, Company Data may include Inputs, and Outputs will be treated as the Company’s Confidential Information to the extent they contain or are derived from Company’s Confidential Information.
12.2The Recipient may use the Confidential Information of the Discloser only for the purposes of this Agreement and must keep confidential all Confidential Information of the Discloser except to the extent the recipient of any Confidential Information is required by law to disclose the Confidential Information, in which case the recipient shall provide prompt notice of such legally compelled disclosure.
12.3Either party may disclose Confidential Information to those of its directors, officers, third-party consultants and contractors, advisors and employees and those of its group companies (“Permitted Disclosee”) who have a need to know the same for the purposes of this Agreement. The Subscriber is permitted to share Confidential Information of SiSo to any of the Subscriber’s affiliated companies and any of their employees, advisers, and consultants.
12.4The obligations of confidentiality under this Agreement do not extend to information that:
(a)is publicly available at the time of its disclosure under this Agreement;
(b)becomes publicly available following disclosure under this Agreement (other than as a result of disclosure by the Recipient, its Permitted Disclosee or any other person contrary to the terms of this Agreement);
(c)was lawfully in the Recipient's possession prior to disclosure under this Agreement free of any restriction as to its use or disclosure;
(d)is subsequently received by the Recipient from a third party who is entitled to provide it without obligations of confidentiality;
(e)is independently developed by the Recipient without use or reference to the Confidential Information; or
(f)the Parties agree in writing is not confidential.
12.5SiSo may identify the Subscriber as a customer of the Service and use the Subscriber’s name and logo on its website, reference list and marketing materials. SiSo will cease such use promptly following the Subscriber’s written request.
12.6The expiration of the Agreement shall have no effect on the validity of the confidentiality obligations.
12.7The Recipient shall protect the Discloser’s Confidential Information using at least reasonable care, and in any event no less than the care it uses to protect its own confidential information of a similar nature.
12.8Your ability to disclose and/or use Company’s or any third party’s Confidential Information is governed by any confidentiality agreements that you or the Organization have entered into with the Company or applicable third party.
12.9Nothing in this Agreement shall be deemed to waive or vary any other applicable agreement(s), or terms thereof, entered into with respect to your or the Company’s confidentiality undertakings or related obligations.
12.10In the event of information security breach in connection with your use or access to the Service, which you become aware of or suspect has occurred, please bring it to our attention as soon as reasonably practicable and in any event within 24 hours after occurrence of the above by emailing to [email protected] and share the applicable supporting documents and information.
12.11SiSo shall, except as otherwise expressly permitted under this Agreement (including the licences granted under the Licenses section above and Appendix B (AI-Assisted Features)), process the Company Data in the Service only on behalf and at the request and direction of the Subscriber. Notwithstanding the foregoing, SiSo shall take commercially reasonable efforts to protect all data stored in the Service against any unauthorized disclosure or access. SiSo’s technical and organisational security measures, and its obligations to notify the Subscriber of personal data breaches, are set out in the Data Processing Addendum.
12.12To the extent SiSo processes personal data on behalf of the Subscriber, the Data Processing Addendum (as published separately by SiSo at https://sisotechnologies.com/dpa and incorporated into this Agreement by reference) applies and governs such processing. SiSo may update the Data Processing Addendum from time to time by posting a revised version at the URL above. Continued use of the Service constitutes acceptance of the updated Data Processing Addendum.
13.Third Party Services
13.1You acknowledge and agree that the availability of the Service may be dependent upon your entering into a valid license to products or services provided by third parties (“Third Party Services”). You acknowledge that this Agreement is between you and SiSo, and not any such third party provider. You agree to comply with, and your license to use the Service is conditioned upon your compliance with, all applicable third-party terms when using the Service. The availability through the Service of any Third Party Services or any listing, description, or image of a Third Party Service does not imply our endorsement of such Third Party Service or affiliation with the provider of such Third Party Services. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding access to and the use of any Third Party Services.
13.2ANY THIRD PARTY SERVICES OR PRODUCT THAT YOU MAY CHOOSE TO USE ARE NOT OUR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT THOSE PRODUCTS IN ANY WAY, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER AND HOW YOU USE THOSE THIRD PARTY PRODUCTS. ANY USE OF ANY THIRD PARTY PRODUCT IS SOLELY BETWEEN YOU, AND THE THIRD PARTY PROVIDER, AS APPLICABLE.
14.Third Party Materials
14.1Certain Service functionality may make available access to information and other materials made available by third parties, (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials. For the avoidance of doubt, Public Data Sources and other third-party sources used by AI Features may constitute Third Party Materials for the purposes of this Agreement.
14.2We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by SiSo with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
14.3YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF USE/SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
15.DISCLAIMER OF WARRANTIES
15.1Your use of the Service, its content, and any services or items obtained through the Service is at your own risk. THE SERVICE, COMPANY DATA, AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SISO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, COMPANY DATA, AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SISO AND ITS AFFILIATES AND, AS APPLICABLE, THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
15.2Without limiting the foregoing, neither SiSo nor anyone associated with SiSo guarantees that the Service, or its content or any services or items obtained through the Service, will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that the Service or any services or items obtained through the Service will otherwise meet your needs or expectations.
15.3You understand that we do not guarantee that files available for downloading from the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
15.4No aspect of the provision of the Service by SiSo will constitute the provision of advice (whether legal, financial, investment or any other type) by SiSo or any of its affiliates or representative. You are encouraged to consult with legal professionals and/or other qualified advisors, as applicable. The use of the Service does not create an attorney-client relationship between you and us. By accessing and using the Service, you agree to waive any claims or liabilities against SiSo and its affiliates related to the absence of legal advice or the reliance on any information provided on the Service.
16.LIMITATION OF LIABILITY
16.1NEITHER SISO NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE AFFILIATED ENTITIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF USER CONTRIBUTIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY USER CONTRIBUTIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, SISO WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, COMPANY DATA, OR THIRD PARTY MATERIALS, INCLUDING ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY PRODUCTS/SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE, COMPANY DATA, OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICE. THE MAXIMUM AGGREGATE LIABILITY OF SISO FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY THE SUBSCRIBER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) 10,000 US DOLLARS OR, IF HIGHER, THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMIT IS A SINGLE AGGREGATE LIMIT APPLYING COLLECTIVELY TO THE SUBSCRIBER, EACH ORGANIZATION AND ALL AUTHORIZED USERS OF THAT SUBSCRIBER TAKEN TOGETHER, AND NOT SEPARATELY TO EACH OF THEM. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SISO AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
16.2ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
16.3Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights.
17.Indemnity
17.1Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless SiSo and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to: (a) your use of, or activities in connection with, the Service; (b) any violation or alleged violation of this Agreement by you; and (c) allegation that the Company Data, and the processing, display, uploading, transmittal, making available, or other use thereof by you and/or SiSo, infringes, misappropriates or otherwise violates any copyright, trade secret, patent, or other intellectual property, privacy, or proprietary rights of any third party. SiSo will notify you of any claim for which it seeks indemnification within a reasonable time after becoming aware of it, and you will have the right to control the defence and settlement of that claim, provided that (i) you will not settle any claim in a manner that imposes any obligation, liability, admission or restriction on SiSo without SiSo's prior written consent (not to be unreasonably withheld); and (ii) SiSo may participate in the defence with counsel of its own choosing at its own expense. Failure to notify promptly will relieve you of your obligations under this Section only to the extent you are materially prejudiced by the delay.
18.Termination
18.1This Agreement is effective until terminated. SiSo may terminate or suspend your use of the Service at any time and without prior notice, if SiSo believes that you have violated or acted inconsistently with this Agreement, if there is a denial of service attack on SiSo’s servers or systems, a security breach, or a similar event and SiSo reasonably believes that suspension is reasonably necessary to protect its servers or systems, information or data, or other clients; or the suspension is requested by a law enforcement agency, government agency or similar authority. Upon any such termination or suspension, your right to use the Service will immediately cease, and SiSo may, without liability to you or any third party, immediately deactivate or delete your username, password, and account, and all associated materials, without any obligation to provide any further access to such materials. The parties hereto acknowledge that many of the terms and conditions of this Agreement are intended to survive any termination of this Agreement. Therefore, any terms and conditions that are intended by their nature to survive the termination of this Agreement shall survive such termination regardless of whether such provision is expressly stated as so surviving.
18.2Renewal. The initial subscription term will be specified on the Order Form (“Initial Term”), and, unless otherwise specified on the Order Form, after the Initial Term, the subscription will automatically renew for a further term equal in length to the Initial Term (each a "Renewal Term", and the Initial Term together with any Renewal Terms, the "Term").
18.3Notice of Non-Renewal. Unless otherwise noted in the Order Form, either party must provide written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or the then-current renewal term.
18.4The Subscriber may terminate the Agreement and Subscription in writing with immediate effect, if:
(a)The Service materially deviates from what has been agreed, provided that SiSo does not within a thirty (30) business day period after the Subscriber’s written notice thereof remedy the Service so that it corresponds to the agreed Service.
(b)SiSo is in material breach of the Agreement and does not remedy the breach within a thirty (30) business day period after the Subscriber’s notice thereof.
18.5In addition to the termination rights set out above, SiSo may terminate the Agreement and Subscription with immediate effect either in whole or in part, if:
(a)the Subscriber is in material breach of the Agreement.
(b)the Subscriber has not paid a due invoice within thirty (30) days of the due date.
18.6Refund or Payment Upon Termination. If the Subscriber terminates the Agreement and Subscription in accordance with the Subscriber termination rights set out above, SiSo shall refund the Subscriber for any Subscription Fee which had been paid in advance on a pro rata basis from the date of termination. SiSo’s termination of the Agreement and Subscription in accordance with the SiSo termination rights set out above does not affect the Subscriber’s obligation to pay the Subscription Fees.
18.7Except as expressly stated in this Agreement, Subscription Fees are non-refundable. If the Subscriber terminates a Subscription other than in accordance with the Subscriber termination rights set out above, the Subscriber remains liable for the Subscription Fees for the remainder of the then-current term, which become immediately due and payable.
18.8Upon expiry or termination, and subject to payment of undisputed fees, the Subscriber may request export/retrieval of Company Data for a period of 30 days following the effective date of termination (unless otherwise agreed in the Order Form). After that period, SiSo may delete or render inaccessible Company Data, subject to legal obligations, backup retention cycles, and the DPA (where applicable).
19.Governing Law
19.1The terms of this Agreement are governed by the laws of the State of New York, United States of America, without regard to its principles of conflicts of law and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and regardless of your location.
20.Arbitration
20.1Generally. In the interest of resolving disputes between you and SiSo in the most expedient and cost-effective manner, you and SiSo agree that any and all disputes arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to, all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SISO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY COLLECTIVE ACTION.
20.2Exceptions. Despite the provisions of Section 20.1 (Generally), you and SiSo agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit either of our right to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
20.3Arbitrator. Any arbitration between you and SiSo will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SiSo.
20.4Confidentiality of proceedings. The parties shall maintain the confidential nature of any arbitration proceeding and any award, including the hearing, except to the extent disclosure is required by law or to enforce or challenge the award.
20.5Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, or only if that other party has not provided a current physical address, then by electronic mail (“Notice”). SiSo’s address for Notice is: DD-15-134-004-007, Level 15, Wework Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The Notice must: (i) describe the nature and basis of the claim or dispute in detail; and (ii) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or SiSo may commence an arbitration proceeding. An arbitration proceeding may not commence until 30 days after Notice has been received. During the arbitration, the amount of any settlement offer made by you or SiSo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. YOU AND SISO FURTHER AGREE THAT NO ARBITRATOR HAS THE AUTHORITY TO AWARD RELIEF IN EXCESS OF WHAT THESE TERMS PROVIDE, INCLUDING, BUT NOT LIMITED TO, THE LIMITATIONS ON LIABILITY IN SECTION HEADED LIMITATION OF LIABILITY.
20.6No Class Actions. YOU AND SISO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SiSo agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
20.7Enforceability. If Section 20.5 (No Class Actions) is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 19 (Governing Law) will govern any action arising out of or related to this Agreement.
21.Information or Complaints
21.1If you have a question or complaint regarding the Service, please send an e-mail to [email protected]. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include bank account, credit card, or other payment information or other sensitive information in your e-mail correspondence with us.
22.Export Controls and Sanctions
22.1To the extent applicable, you are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a state sponsor of terrorism; or (b) on any of the U.S. government lists of restricted end users.
22.2“Sanctions” means any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United Nations Security Council, the European Union, His Majesty’s Treasury, Switzerland or other such Sanctions authority in a jurisdiction of relevance to this Agreement.
22.3You represent and warrant that neither you, nor any of your affiliates, shareholders, directors, officers, employees, representatives (as applicable), are a person, or is owned or controlled by a person that is (i) located in any jurisdiction in which the provision of the Services or other components is prohibited under any applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive trade sanctions (including, without limitation Russia, Cuba, Iran, North Korea, Syria or parts of Ukraine temporarily occupied by Russia); (ii) the subject of any Sanctions, or (iii) engaged in any activities that could trigger a designation under Sanctions.
22.4The Subscriber shall not use the Service in a manner that would cause SiSo or its providers to violate applicable export control or sanctions laws.
23.Miscellaneous
23.1This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and SiSo.
23.2If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
23.3You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction.
23.4No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.
23.5Except as expressly set out in this Section, a person who is not a party to this Agreement has no right to enforce any of its terms. SiSo’s affiliates and the Affiliated Entities are intended third-party beneficiaries of, and may enforce and rely on, the disclaimers, exclusions, limitations of liability and indemnities expressed to be given for their benefit. No consent of any third party is required to vary, rescind or terminate this Agreement.
23.6Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation”. The parties intend that the rule of construction under which a document is construed against its maker shall not apply to the construction of this Agreement.
23.7This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and SiSo relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and SiSo relating to such subject matter.
23.8Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
23.9SiSo will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. Nothing in this Section relieves the Subscriber of any obligation to pay Subscription Fees or other amounts due under an Order Form. The parties shall be exempted from the obligation to perform and from liability for damages if the Service cannot be supplied or the obligations of the Agreement cannot be complied with due to a force majeure. Force majeure shall mean any circumstance that reasonably has not been anticipated and the effects of which cannot reasonably be overcome or avoided. Force majeure encountered by a subcontractor of SiSo, or a licensor of a service used as part of the Service shall also be considered as a ground for exemption from liability for SiSo.
Appendix - AI-Assisted Features
1.Definitions and Scope
For the purposes of these Terms:
“AI Agents” means AI-enabled tools, workflows or automated processes within the Service that may, among other things, retrieve and process public data, analyze documents and other underlying materials, extract information, generate summaries, draft reports, or produce other Outputs with limited or no real-time user prompting.
“AI Features” means any artificial intelligence, machine learning, automated reasoning, natural language processing, generative AI, agentic AI, or similar features or functionality made available as part of the Service, including SiSo Associate and AI Agents.
“Input” means any data, documents, prompts, queries, instructions, configurations, source materials, URLs, public data source references, or other content submitted to, made available to, or processed by the AI Features by or on behalf of Subscriber or its Authorized Users.
“Output” means any response, summary, extract, report, draft, recommendation, insight, classification, or other content generated or returned by the AI Features in response to or based on Input.
“Public Data Sources” means third-party websites, databases, registries, filings, publications, platforms, feeds, or other sources that may be referenced, accessed, or processed by AI Agents or other AI Features.
“SiSo Associate” means the AI-enabled feature within the Service that allows users to interact with project data, documents and other materials through natural language queries and prompts.
The AI Features form part of the Service and are subject to these Terms, including the DPA (where applicable). SiSo may update, enhance, replace, suspend or discontinue any AI Feature from time to time in accordance with these Terms, including to address legal, regulatory, security, safety, technical or third-party provider requirements.
2.AI Nature of Outputs; No Professional Advice; Human Review
AI Features are probabilistic and automated. Outputs may be incomplete, inaccurate, outdated, inconsistent or otherwise erroneous, may vary for similar prompts, instructions or inputs, may not reflect the full context of a matter, project, transaction, dataset or document set, may omit relevant issues, nuance, exceptions or qualifications, and may reflect limitations in the Input, Public Data Sources, model behaviour or third-party systems. SiSo does not warrant the accuracy, completeness, timeliness, legality or continued availability of any Public Data Source. Outputs are provided for information, workflow support, drafting assistance or preliminary analysis only, unless SiSo expressly states otherwise in writing.
The AI Features do not provide legal, regulatory, compliance, financial, investment, tax, accounting, insurance, underwriting or other professional advice. Subscriber must not rely on any Output as the sole basis for any material decision, filing, advice, opinion, recommendation or action, including decisions relating to legal rights, compliance obligations, investments, transactions, insurance, employment or regulatory matters.
Subscriber is responsible for reviewing, validating and determining the appropriateness of any Output, and for ensuring appropriate human review, professional judgment and verification (including source checking and contextual review), before relying on an Output, using it in decision-making, sharing it with clients, counterparties, regulators, auditors, insurers, lenders or other third parties, or incorporating it into reports, submissions or deliverables. Subscriber assumes full responsibility for the use of Outputs and for decisions made based on Outputs, and SiSo shall not be liable for any loss, damage, cost or claim arising from Subscriber’s or any Authorized User’s reliance on Outputs without appropriate human review and verification.
3.Ownership of Inputs and Outputs; Licence
As between the parties, and subject to applicable law and third-party rights:
(a)Subscriber retains ownership of its Input and Company Data.
(b)Subscriber retains such rights as it may have in the specific Output generated for Subscriber based on its Input, subject to SiSo’s and its licensors’ rights in the Service and the AI Features, any third-party rights in underlying source materials, Public Data Sources or content included in or reflected by the Output, and these Terms (including usage restrictions).
Subscriber grants SiSo a non-exclusive, worldwide, royalty-free licence during the Term to host, copy, process, transmit, use and otherwise handle Input and related Company Data as reasonably necessary to provide and operate the AI Features and the Service, generate and deliver Outputs, maintain, secure, monitor, troubleshoot and support the Service, enforce these Terms and applicable usage restrictions, and comply with applicable law.
SiSo and its licensors retain all rights, title and interest in and to the Service, the AI Features, and all underlying software, models, algorithms, prompts/templates, orchestration layers, system components, methodologies, documentation, and improvements (excluding Company Data and Subscriber’s rights in Input/Output as set out above).
Subscriber acknowledges that (a) Input submitted to the AI Features may be identical or similar to input submitted by other users, and (b) given the nature of machine learning, Output may not be unique and the AI Features may generate identical or similar output for SiSo or for third parties. Queries submitted by, and responses generated for, other users of the Service are not Input, Output or Company Data for the purposes of this Agreement.
4.Training, Improvement and Model Use
SiSo will not use Input, Company Data or the Subscriber’s Confidential Information to train or fine-tune any AI model, and will not permit its subprocessors to do so. Except for cloud storage and hosting providers, no subprocessor engaged by SiSo will retain, or log for human review, Input, Company Data or the Subscriber’s Confidential Information.
Notwithstanding the foregoing, SiSo may use service usage data, telemetry, logs and performance metrics, and de-identified and/or aggregated information derived from use of the Service and the AI Features, for the purposes of operating, securing, maintaining, supporting, improving and developing the Service and the AI Features, in each case subject to applicable law, these Terms and the DPA (where applicable).
Where AI Features rely on third-party AI model providers or infrastructure providers, Subscriber acknowledges that Input and related data may be processed by such providers solely for the purpose of delivering the relevant AI Feature, subject to SiSo’s contractual arrangements and applicable law.
Where the Service incorporates or relies upon general-purpose AI models ("GPAI models"), including large language models or foundation models made available by third-party providers via commercial API or platform access, Subscriber acknowledges that: (a) the providers of such GPAI models bear primary responsibility for compliance obligations applicable to GPAI model providers under Chapter V of the EU AI Act (Regulation (EU) 2024/1689) and other applicable AI law; (b) SiSo integrates such GPAI models into the Service on the basis of the providers' standard commercial terms and acceptable use policies, which govern the processing of data by such providers; and (c) SiSo's obligations as a downstream integrator are distinct from, and do not encompass, the compliance obligations that rest with the GPAI model providers themselves.
5.AI-Specific Acceptable Use and Prohibited Uses
Without limitation, Subscriber must not, and must not permit any Authorized User or third party to, use the AI Features to:
(a)engage in any practice prohibited under applicable AI law, including practices prohibited under Article 5 of the EU AI Act (Regulation (EU) 2024/1689);
(b)generate, facilitate or disseminate unlawful, fraudulent, defamatory, infringing or misleading content, or conduct or support deception, impersonation, manipulation or unlawful discrimination;
(c)process or infer sensitive characteristics, biometric data or emotion data in circumstances prohibited by applicable law, or make solely automated decisions where human review or other safeguards are required by law;
(d)submit data, documents or source materials without the necessary rights, permissions and lawful basis, or use the AI Features in a way that infringes confidentiality, legal privilege, privacy rights or intellectual property rights of any third party; or
(e)circumvent, disable, probe or test safety filters, usage controls, access restrictions or security protections; use the AI Features for model extraction, reverse engineering, benchmark generation for external publication or competitive analysis; introduce malicious code, prompt injection attacks or adversarial inputs; access or process Public Data Sources in breach of applicable law, contract terms or other usage restrictions; or represent AI-generated Output as verified fact without appropriate review and validation.
SiSo may impose reasonable usage limits, rate limits, or technical controls on the AI Features and may suspend access to AI Features where reasonably necessary to protect the Service, comply with law, or address abuse, security, integrity, or performance risks.
6.Transparency, Labelling and Disclosures
Subscriber acknowledges that certain Outputs are AI-generated or AI-assisted. Where technically feasible and required by applicable law, including Article 50(2) of the EU AI Act (Regulation (EU) 2024/1689), SiSo will apply appropriate notices, labels, metadata, audit markers or other indicators to identify AI-generated or AI-assisted content, prompts, actions or Outputs, in particular in respect of users located in the European Union or European Economic Area. SiSo may apply such labelling more broadly where it considers this appropriate for transparency, trust or compliance purposes.
Subscriber must not remove, obscure, or alter any AI-related notice, label, watermark, metadata, or disclosure applied by SiSo where such notice, label, watermark, metadata, or disclosure is required by law or reasonably required by SiSo for legal, compliance, trust, or safety purposes.
Subscriber is responsible for making any disclosures to its personnel, clients, counterparties, end users, regulators, or other third parties that are required by applicable law, regulation, professional rules, or internal policy in connection with its use of AI Features or Outputs.
7.AI Compliance Responsibilities
Each party is responsible for compliance with the legal and regulatory obligations that apply to it in connection with the AI Features and the Service under applicable law.
Without limiting the foregoing:
(a)SiSo acts in the capacity of a “provider” of AI systems within the meaning of Article 3(3) of the EU AI Act (Regulation (EU) 2024/1689) in respect of the AI Features it makes available as part of the Service, and is responsible for compliance obligations that apply to SiSo in that capacity under applicable law, including applicable obligations under Article 13 (transparency towards deployers), Article 14 (human oversight measures), and Article 50 (transparency obligations for certain AI systems) of the EU AI Act; and
(b)Subscriber acts in the capacity of a “deployer” of AI systems within the meaning of Article 3(4) of the EU AI Act in respect of its configuration and use of the AI Features, and is responsible for compliance obligations that apply to Subscriber in that capacity under Article 26 of the EU AI Act and other applicable law, including ensuring appropriate human oversight of AI outputs, conducting fundamental rights impact assessments where required by applicable law, and complying with transparency and monitoring obligations applicable to Subscriber’s specific deployment context.
(c)If the Subscriber (a) places its name or trade mark on an AI Feature, (b) makes a substantial modification to an AI Feature, or (c) modifies the intended purpose of an AI Feature such that it becomes a high-risk AI system, the Subscriber will be considered a provider of that AI system for the purposes of Article 25 of the EU AI Act, will assume all obligations applicable to providers in respect of it, and will indemnify SiSo against any claim, fine, penalty, loss or expense arising out of the Subscriber's acts or omissions in that capacity.
Subscriber is responsible for ensuring that personnel using AI Features are appropriately trained and instructed for Subscriber’s intended use cases and risk profile.
The role allocation above reflects the parties’ general positions under the EU AI Act. Each party acknowledges that role allocation may vary depending on the specific AI Feature, the degree of customisation, and the context of deployment. Each party shall cooperate reasonably with the other to support compliance where obligations are shared or interdependent, and shall promptly notify the other if it becomes aware of any circumstances that may affect either party’s role or compliance obligations under applicable AI law.
8.Risk Classification and Subscriber Representations
The AI Features are designed and intended for use in connection with transaction due diligence, document analysis, project data management, and related professional services workflows. The AI Features are not designed, intended or made available by SiSo for use as, or as a safety component of, a high-risk AI system within the meaning of the EU AI Act (Regulation (EU) 2024/1689).
Subscriber acknowledges that the risk classification of an AI system under the EU AI Act may depend on the manner and context of its deployment. Subscriber represents and warrants that:
(a)it will use the AI Features only for purposes permitted under this Agreement and consistent with the intended functionality described in this Appendix;
(b)it will notify SiSo promptly, and in any event prior to deployment for any new use case, if it intends to use the AI Features in a context or for a purpose that may constitute use of a “high-risk AI system” under Annex III of the EU AI Act, including — without limitation — use for automated credit scoring or creditworthiness assessment, employment decisions or worker management, insurance underwriting risk assessment, essential private or public service eligibility decisions, or law enforcement applications; and
(c)if Subscriber’s use case requires compliance with obligations applicable to high-risk AI systems under the EU AI Act or equivalent obligations under other applicable law (including mandatory registration, conformity assessments, fundamental rights impact assessments, or enhanced human oversight obligations), Subscriber shall be responsible for ensuring such compliance in respect of its own deployment and shall cooperate with SiSo as reasonably required to facilitate SiSo’s compliance obligations as provider.
SiSo reserves the right to restrict, condition, or decline to permit access to the AI Features where Subscriber’s intended deployment context would require SiSo to implement compliance measures that have not been established by SiSo in its capacity as provider of the AI Features.
9.Intellectual Property and External Use of Outputs
Unless otherwise agreed in writing in an Order Form, Subscriber may use Outputs for Subscriber’s internal business purposes in connection with Subscriber’s authorised use of the Service, and may incorporate Outputs into internal reports, analyses and working materials, provided that Subscriber remains responsible for human review, validation and compliance with these Terms.
Subscriber must not commercialise, resell, publish, or externally distribute Outputs as a standalone product or service, or in a manner that competes with the Service, without SiSo’s prior written consent, except to the extent such external sharing is reasonably necessary for Subscriber’s internal business purposes (for example, sharing internally reviewed work product with Subscriber’s advisers, clients, counterparties, lenders, insurers, auditors or regulators in the ordinary course of Subscriber’s business and subject to appropriate verification and confidentiality controls).
10.Beta / Experimental AI Features
SiSo may designate certain AI Features or functionality as beta, pilot, preview, experimental, or similar. Unless otherwise expressly agreed in writing:
(a)such features may be modified, suspended or withdrawn at any time, may have reduced functionality, availability, support or security features, may be subject to additional usage restrictions, and are provided without any service level commitments.
Subscriber should not use beta or experimental AI Features for critical production use unless expressly agreed in writing.
11.Fair Use of AI Features
Subscriber's use of the AI Features is subject to fair use. SiSo may apply the usage limits, rate limits and technical controls referred to above where a Subscriber's consumption of AI Features is, in SiSo's reasonable assessment, (i) materially disproportionate to normal usage patterns for the applicable subscription tier; (ii) is adversely affecting the performance or availability of the Service for other subscribers and/or (iii) renders the continued usage of such AI Features non-commercially viable for SiSo.
Where SiSo considers that Subscriber's usage falls outside normal fair use parameters, SiSo will use reasonable efforts to notify Subscriber and, where appropriate, discuss a revised commercial arrangement before taking any restrictive action, except where immediate action is reasonably necessary to protect the integrity or performance of the Service.
SiSo reserves the right to introduce usage-based pricing or consumption allowances for AI Features on reasonable prior written notice to Subscriber, in which case the parties will agree the applicable terms (including any overage charges) by way of an amended or replacement Order Form before such pricing takes effect.