Early Access Terms of Service

1.1. Grant. Subject to your ongoing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely for your internal business purposes while your account remains active.

1.2. Restrictions. You will not, and will not permit others to: (a) license, sell, resell, transfer, assign, distribute, or commercially exploit the Service; (b) modify, reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, or training data; (c) remove, alter, or obscure proprietary notices; (d) use the Service or any content generated by it to build competitive products or copy features; (e) use the Service to process Sensitive Data; (f) share or disclose account credentials or API keys; (g) send or store Malicious Code; (h) interfere with the Service's operation or security; (i) use the Service in violation of applicable law; (j) allow unauthorized third-party access; or (k) misrepresent AI-generated content as human-generated where doing so would violate applicable law.

1.3. Your Equipment. You are responsible for obtaining and maintaining the equipment, internet connectivity, and software needed to access and use the Service.

2.1. Experimental Nature. The Service is early access software under active development. It is provided "as-is" and may contain bugs, errors, defects, or incomplete features. The Service may be modified, suspended, or discontinued at any time without notice. The Service is not subject to service level agreements, support obligations, or product warranties.

2.2. Support. We have no obligation to provide support, maintenance, updates, or error corrections. We may elect to provide support in our sole discretion; any such support is discretionary and provided "as-is." Support excludes issues arising from Connected Applications, Customer AI Tools, or your configuration. We may modify or discontinue any support at any time without notice.

2.3. Changes to Service. We may change, update, enhance, discontinue, or restrict features of the Service at any time without notice. Continued use after changes constitutes acceptance.

2.4. Suspension and Cancellation. We may suspend or cancel your access at any time if: (a) you breach these Terms, including Section 4.3 (Acceptable Use); (b) your use threatens the security, integrity, or availability of the Service; (c) suspension is required by law; (d) we reasonably suspect fraudulent activity; or (e) you submit Sensitive Data in violation of Section 4.2. We will use commercially reasonable efforts to notify you and limit the scope and duration of any suspension.

2.5. No Future Features. Your use of the Service is not contingent on delivery of any future functionality, features, or general availability. We make no commitment to develop, release, or continue any feature.

2.6. Pricing. We may introduce, modify, or discontinue paid plans or features at any time. We will never charge you without your express affirmative consent.

2.7. Transition to General Availability. If the Service reaches general availability, we may require you to accept updated terms to continue using the Service. Updated terms applicable to the generally available Service will be published at stickrate.io/terms and will supersede these Terms.

3.1. Service Description. StickRate is a Buyer Commitment Intelligence platform for B2B revenue teams. You provide data to the Service by connecting your sales and operational systems ("Connected Applications"), uploading files, or entering data directly into the platform. The Service ingests, normalizes, and analyzes that data to produce commitment scores, risk assessments, and other insights. The Service may also expose APIs and an MCP server that allow your tools to query StickRate data. Features and functionality are described in the Documentation and may change at any time.

3.2. Integrations. You connect the Service to your systems through authorized integrations. The Service reads data from your Connected Applications. Details about integration methods and data flows are described in the Documentation.

3.3. AI Features. The Service uses artificial intelligence and machine learning to analyze data and produce scores, signals, narratives, and other content. Content generated by the Service is produced by automated systems and may not be accurate or complete. You are responsible for reviewing all Service-generated content before relying on it.

3.4. Data Handling. Details about how the Service processes and retains data are described in our Documentation, as updated from time to time.

3.5. Third-Party AI Providers. The Service uses third-party AI providers for certain processing tasks. Our third-party AI providers are contractually prohibited from using your data to train their models. A current list of sub-processors is available at stickrate.io/legal/sub-processors.

4.1. Compliance. You will: (a) comply with all applicable laws, including data protection and privacy laws; (b) obtain all required consents and authorizations from individuals whose data is processed through the Service, including data ingested from Connected Applications; (c) ensure Customer Data does not violate third-party rights or applicable law; and (d) be responsible for all activities under your account, including activities by your authorized users.

4.2. No Sensitive Data. You will not submit, upload, or otherwise cause Sensitive Data to be processed by the Service. If you discover that Sensitive Data has been captured by the Service, you will promptly notify us at legal@stickrate.io. Upon notification, our sole obligation is to delete the Sensitive Data in our possession, and we have no other obligation or liability relating to Sensitive Data.

4.3. Acceptable Use. You will not use the Service in any manner that: (a) violates applicable law; (b) infringes or misappropriates third-party rights; (c) interferes with or disrupts the Service or other users' access; (d) transmits Malicious Code, spam, or unsolicited communications; (e) attempts to gain unauthorized access to the Service or related systems; (f) harasses, abuses, or harms others; or (g) violates any other restriction in Section 1.2. A material breach of this Section 4.3 is a material breach of these Terms.

5.1. Connected Applications. "Connected Applications" are third-party systems you connect to the Service at your direction. Connected Applications are not part of the Service. You are solely responsible for: (a) ensuring you have the rights and authorizations to share data from Connected Applications with StickRate; (b) compliance with each Connected Application's terms of service; and (c) the accuracy, legality, and quality of data made available to the Service from Connected Applications.

5.2. No StickRate Responsibility for Connected Applications. We do not operate or control Connected Applications. We are not responsible for their availability, performance, security, data practices, API changes, deprecations, or data quality. Any warranties or indemnification obligations we provide under these Terms do not cover issues arising from or relating to Connected Applications, and we have no liability for acts or omissions of Connected Application providers.

5.3. Customer AI Tools. If you connect AI agents, assistants, or other automated tools ("Customer AI Tools") to the Service via the MCP server or API, you are solely responsible for: (a) those tools' security, authentication, and configuration; (b) compliance with those tools' terms of service and applicable law; (c) how those tools store, process, retain, log, or share data received from the Service; and (d) all outputs, actions, and decisions made by those tools using StickRate data. Once data is delivered to a Customer AI Tool, we have no control over or liability for its subsequent use. Customer AI Tools are your tools, not StickRate sub-processors.

6.1. Ownership. You own Customer Data. You grant us a non-exclusive, royalty-free license to process Customer Data to: (a) provide and improve the Service; (b) generate content for you; and (c) create Usage Data.

6.2. Usage Data. We own the usage data derived from the operation of the Service, including feature events, page views, configurations, performance metrics, and de-identified or aggregated data compiled from the operation of the Service ("Usage Data"). We may use Usage Data for any lawful business purpose, including improving our models, generating benchmarks, and developing the Service. Nothing in these Terms shall be construed as prohibiting us from retaining, utilizing, or disclosing Usage Data; provided that Usage Data disclosed to third parties shall be de-identified and/or aggregated so that it will not disclose the identity of you or any of your authorized users.

6.3. Privacy Policy. Our processing of personal information is governed by our Privacy Policy at stickrate.io/legal/privacy.

6.4. Data Processing Agreement. Where required by data protection laws, the Data Processing Agreement at stickrate.io/legal/dpa applies and is incorporated by reference.

6.5 Data Retention. We retain Customer Data while your account is active. Upon termination, we will delete Customer Data from production systems within a commercially reasonable period, except as required by law.

7.1. Term. These Terms are effective when you accept them and continue until terminated as provided below.

7.2. Termination by You. You may cancel your account at any time by emailing support@stickrate.io. Cancellation is effective immediately.

7.3. Termination by Us. We may suspend or terminate your access at any time, with or without cause, upon fifteen (15) days' notice. We may terminate immediately and without notice for breach of Section 1.2, Section 4.3, or Section 5, or if continued access poses a security risk.

7.4. Termination for Breach. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within fifteen (15) days after written notice describing the breach.

7.5. Effect of Termination. On termination: (a) your right to access and use the Service ends; (b) we will delete Customer Data in accordance with Section 6.5; and (c) you will cease all use of the Service and return or destroy our Confidential Information in your possession. Sections 2.1, 5, 6.1, 6.2, 6.5, 7.5, 8, 9, 10, 11, 12, 13, and 14 survive termination.

8.1. Confidential Information. "Confidential Information" means information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that reasonably should be considered confidential given its nature and the circumstances of disclosure, including: (a) the Service and its features, functionality, and performance during the Early Access period; (b) non-public technical, product, security, and business information; and (c) the terms of these Terms. Customer Data is your Confidential Information.

8.2. Obligations. The Recipient will: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; (b) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; and (c) disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 8.

8.3. Exceptions. The obligations in Section 8.2 do not apply to information that the Recipient can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Recipient without restriction before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

8.4. Required Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that the Recipient (where legally permitted) gives the Discloser prompt prior written notice and reasonable cooperation, at the Discloser's expense, to seek a protective order or other appropriate remedy. The Recipient will limit any such disclosure to what is legally required.

8.5. Injunctive Relief. The parties agree that a breach of this Section 8 may cause irreparable harm for which monetary damages would be inadequate. Either party may seek injunctive or other equitable relief to prevent or remedy such a breach, without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.

9.1. Our IP. We and our licensors own all rights, title, and interest in and to the Service, including all software, models, algorithms, scoring methodologies, signal definitions, prompts, embeddings, Documentation, and related intellectual property. These Terms grant you only the limited use rights set out in Section 1.1, and no ownership or other rights in the Service transfer to you by implication, estoppel, or otherwise.

9.2. Your IP. Except as expressly stated in these Terms, we claim no ownership of Customer Data.

9.3. Feedback. You assign to us all rights, title, and interest in any feedback, suggestions, or ideas you provide about the Service. If that assignment is ineffective under applicable law, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use feedback for any purpose without restriction or obligation. We may use feedback without compensation or attribution. This Section 9.3 survives termination.

10.1. Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into and perform under these Terms.

10.2. Your Warranties. You represent and warrant that: (a) you own or have all rights necessary to submit Customer Data to the Service and to grant the licenses in Section 6.1; (b) Customer Data does not violate any third-party rights or applicable law; (c) you have obtained all consents, authorizations, and notices required for StickRate to process data through the Service, including data ingested from Connected Applications; and (d) your access to and use of the Service complies with all applicable laws and regulations.

10.3. DISCLAIMER. THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AND AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET YOUR REQUIREMENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS, SCORES, SIGNALS, RISK FLAGS, NARRATIVES, OR OTHER CONTENT GENERATED BY THE SERVICE, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS MADE IN RELIANCE ON THEM. CONNECTED APPLICATIONS AND CUSTOMER AI TOOLS ARE NOT PART OF THE SERVICE, AND WE MAKE NO WARRANTY REGARDING THEIR AVAILABILITY, PERFORMANCE, SECURITY, OR DATA PRACTICES.

11.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES DAMAGES ARISING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (C) OUTPUTS, SCORES, SIGNALS, OR NARRATIVES GENERATED BY THE SERVICE; (D) CONNECTED APPLICATIONS OR CUSTOMER AI TOOLS; (E) CHANGES TO, SUSPENSION OF, OR TERMINATION OF THE SERVICE; (F) DELETION OF OR FAILURE TO STORE CUSTOMER DATA; OR (G) ANY OTHER MATTER RELATING TO THE SERVICE.

11.2. Liability Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

11.3. Elevated Cap. NOTWITHSTANDING SECTION 11.2, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR BREACHES OF SECTION 6 (DATA AND PRIVACY), SECTION 8 (CONFIDENTIALITY), OR THE DPA WILL NOT EXCEED TWO HUNDRED DOLLARS ($200).

11.4. Exceptions. Sections 11.1 and 11.2 do not apply to: (a) fraud, gross negligence, or willful misconduct; (b) your breach of Sections 1.2, 5, 8, or 9.1; (c) your indemnification obligations under Section 12; or (d) liability that cannot be limited under applicable law.

11.5. Basis of Bargain. The limitations in this Section 11 reflect the allocation of risk between the parties given the free, pre-release nature of the Service. They apply regardless of the theory of liability and even if any remedy fails of its essential purpose.

12.1. Your Indemnity. You will defend, indemnify, and hold harmless StickRate and its officers, directors, employees, and affiliates from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) Customer Data; (c) your violation of applicable law or these Terms; (d) Connected Applications or Customer AI Tools; (e) your breach of third-party rights; or (f) your failure to obtain required consents for data processed through the Service.

12.2. Control. You will have sole control of the defense and settlement of any indemnified claim, provided that you may not settle any claim in a manner that admits liability on our behalf or imposes any obligation or restriction on us without our prior written consent.

12.3. Cooperation. We will reasonably cooperate in the defense at your expense and may participate in the defense and settlement of any indemnified claim with our own counsel at our expense.

13.1. Good Faith Negotiation. Before initiating any formal proceeding, each party's senior representatives will attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service for at least thirty (30) days following written notice of the dispute.

13.2. Arbitration. If the dispute is not resolved through negotiation, all disputes arising out of or relating to these Terms or the Service will be resolved through binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, before a single arbitrator in Wilmington, Delaware. Each party will pay its own fees and costs, except that the arbitrator may award costs and reasonable attorneys' fees to the prevailing party. YOU WAIVE THE RIGHT TO TRIAL BY JURY.

13.3. CLASS ACTION WAIVER. YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO YOU INDIVIDUALLY AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM.

13.4. Opt-Out. You may opt out of arbitration within thirty (30) days of first accepting these Terms by emailing legal@stickrate.io with your name, account information, and a clear statement that you are opting out of arbitration. If you timely opt out, disputes will be resolved in accordance with Section 14.1.

13.5. Exceptions. Nothing in this Section 13 prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13.6. Severability. If the class action waiver in Section 13.3 is found unenforceable as to a particular claim, that claim must be severed from the arbitration and litigated in court under Section 14.1. All other claims will remain subject to arbitration under this Section 13.

14.1. Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The Federal Arbitration Act governs arbitration matters under Section 13. Disputes not subject to arbitration will be resolved in the state or federal courts located in Delaware, and each party consents to the exclusive jurisdiction and venue of those courts.

14.2. Exclusion of UN Convention. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.3. Entire Agreement. These Terms, together with our Privacy Policy at stickrate.io/legal/privacy and (where applicable) any data processing agreement entered into under Section 6.5, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications. No purchase order or other document issued by you will modify these Terms, and any such terms are rejected.

14.4. Amendments. We may modify these Terms at any time by posting updated terms and notifying you via email or in-product notification. Material changes take effect not less than thirty (30) days after notice. Continued use of the Service after the effective date constitutes acceptance. Your sole remedy for objectionable changes is to stop using the Service.

14.5. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

14.6. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

14.7. No Waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party to be effective.

14.8. Notices. We may provide notice to you via email to the address associated with your account or by in-product notification. You may provide notice to us at legal@stickrate.io. Notices are effective when sent.

14.9. Force Majeure. Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, government action, war, civil unrest, labor disputes, cyberattacks, or failures of telecommunications or infrastructure providers.

14.10. Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.

14.11. No Third-Party Beneficiaries. These Terms confer no rights or remedies on any third party.

14.12. Publicity. We may identify you as a StickRate customer and use your name and logo on our website and in marketing materials. You may request that we stop by emailing legal@stickrate.io, and we will cease such use within thirty (30) days of the request.

The following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear.

"Connected Applications" means third-party software and services you connect to the Service at your direction. Connected Applications are not part of the Service.

"Customer AI Tools" means AI agents, assistants, or other automated tools you connect to the Service via the MCP server or API. Customer AI Tools are your tools, not StickRate sub-processors.

"Customer Data" means all electronic data submitted by or on behalf of you (including your authorized users) to the Service, including via Connected Applications.

"Documentation" means the technical documentation and user guides made available by StickRate, as updated from time to time.

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

"MCP" means Model Context Protocol, a protocol through which Customer AI Tools can query the Service for deal signals and data.

"Sensitive Data" means: (a) protected health information subject to HIPAA; (b) payment card data subject to PCI-DSS; (c) children's data subject to COPPA; (d) government-issued identification numbers; (e) financial account numbers; (f) special categories of data under GDPR; (g) data subject to GLBA or FCRA; or (h) other data requiring heightened legal protection.