Master SaaS Agreement

Sliq.app provides a software-as-a-service (SaaS) platform that enables customers to rapidly digitize, automate, and manage workflows via web, mobile, and desktop applications. Customers may access and configure digital capabilities through a self-service interface or, optionally, be supported by provisioned professional services specialists for implementation, onboarding, and ongoing configuration.

In addition to subscription-based access to the Sliq.app platform, this Agreement governs the provision of any professional services as outlined in a Statement of Work (SOW), and the application of online transaction fees where applicable, based on a percentage of transaction value or a minimum per transaction charge.

This Agreement governs the Parties' relationship in connection with the Customer's subscription, as well as its End Users' access to and usage of the Service.

Customer will subscribe to the Sliq.app Service by executing an Order Form and, where applicable, a Statement of Work (SOW). These documents will define: (i) the subscription term; (ii) the applicable Sliq.app solution to which the Customer subscribes (the "Subscription Services"), including its capabilities, modules, and features; (iii) usage limits, such as the number of End Users per month (as defined below); (iv) any online transaction fees, including percentage-based and minimum per-transaction charges; (v) the provision of Professional Services, including but not limited to onboarding, configuration, or success management, as defined in an SOW; and (vi) any other commercial or service terms agreed upon by the Parties (collectively, the "Order Documents").

Each Order Form and SOW executed by the Parties is governed by this Agreement and is subject to its terms.

2.1. Right to Use the Service. Subject to the terms and conditions of this Agreement and any applicable Order Document, Sliq.app grants to Customer a non-exclusive, non-transferable, non-sub-licensable, limited right to access and use the Service during the Subscription Term.

Customer may permit its authorized End Users—including employees, contractors, and where applicable, its clients—to access and use the Service solely for the benefit of the Customer, in accordance with this Agreement and the applicable Order Document. Customer remains responsible for all use of the Service by such End Users.

For the purpose of this Agreement or any applicable Order Form, "End User(s)" means individual(s) for whom the Subscription Services load.

2.2. Usage Restrictions. Other than the rights expressly specified in this Agreement and in an applicable Order Form, no other right or interest whatsoever is granted to Customer in connection with the Service or to the solutions to which it provides access. Without limiting the foregoing, Customer may not:

• use the Service for purposes other than the purposes for which it is intended as defined in this Agreement and/or the applicable Order Form;
• rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof;
• bypass or breach any security device or protection used by the Service;
• input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code;
• use the Service in any illegal manner or in any way that infringes the right of any third party.

In addition, in the event the Order Form limits the usage to a certain number of End Users, Customer shall ensure that the quantity of End Users who may access and use the Service in any given calendar month, will not exceed the quantity set forth in the Order Form.

If an applicable Order Form includes the provision of certain professional services (which typically include implementation, training with respect to the use of the Service, assistance with configurations, or enhance the Service with Extensions (as defined below)) ("Professional Services"), then such services shall be provided in accordance with the Statement of Work to be attached to the Order Form ("SOW").

The Professional Services shall be provided remotely (and not at Customer's site), unless otherwise agreed in writing between the Parties. If agreed, the Professional Services can be performed by a third party.

4.1. Consideration. Customer agrees to pay all applicable fees associated with the Services, which may include: (i) Subscription Fees for access to the Sliq.app platform, (ii) Professional Services Fees as defined in the applicable SOW, and (iii) Online Transaction Fees based on a percentage of the transaction value or a fixed minimum per transaction, as defined in the applicable Order Form.

All fees are detailed in the applicable Order Form and/or Statement of Work and are non-refundable unless otherwise expressly stated in this Agreement.

4.2. Fee Structure. The structure, components, and billing frequency of all Fees will be outlined in the applicable Order Form and/or SOW. Customer acknowledges that payment obligations are not contingent on the achievement of specific results, and no refunds shall be due upon termination for any reason.

4.3. Invoicing and Payment. Customer shall provide accurate billing and contact details. Unless otherwise agreed in writing, invoices are issued monthly in arrears and payable within thirty (30) days of the invoice date.

4.4. Taxes. All Fees are exclusive of taxes, levies, duties, or similar charges ("Taxes"). Customer shall be responsible for all applicable Taxes associated with its purchases, excluding taxes imposed on Sliq.app's income, property, or personnel. If required by law, Sliq.app will invoice such Taxes, and Customer agrees to pay them unless a valid exemption is provided.

5.1. Data Processing by Sliq.app. Solely to the extent necessary to provide the Service, Sliq.app may access, process, or store Customer data, which may include Personal Data as defined under applicable laws. In such cases, Sliq.app acts as a Data Processor, and Customer remains the Data Controller. Sliq.app shall process such Personal Data only in accordance with Customer's documented instructions, the terms of this Agreement, and any applicable Data Processing Addendum ("DPA").

5.2. Customer's Responsibilities. Customer is solely responsible for the accuracy, legality, and integrity of Personal Data provided to Sliq.app, including any data uploaded by End Users. Customer shall ensure that all necessary consents, notices, and lawful bases are in place for Sliq.app to process such data under applicable data protection laws. If legally required, Customer agrees to execute a DPA with Sliq.app.

5.3. Sub processors. Customer acknowledges that Sliq.app may engage sub processors to support the provision of the Service, provided that such sub processors are subject to data protection obligations substantially similar to those set forth in this Agreement or the applicable DPA. A list of current sub processors is available upon request.

5.4. Security Measures. Sliq.app shall maintain industry-standard administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure. These safeguards are aligned with leading international standards and regulatory frameworks, including the General Data Protection Regulation (EU 2016/679) ("GDPR"), and include but are not limited to:

• Encryption of data in transit over public networks and encryption at rest (where applicable);
• Logical data separation between customers in multi-tenant environments;
• Malware detection, firewall protection, vulnerability management, and secure access control;
• Regular security audits, penetration testing, and incident response protocols;
• Compliance with industry-recognized certifications such as ISO/IEC 27001:2013 and SOC 2 Type II (where applicable).

Sliq.app will periodically review and update its security controls and shall provide, upon written request, a summary of its most recent security assessments or third-party audit reports.

5.5. Data Retention and Deletion. Unless otherwise agreed in writing, Sliq.app will retain Customer data only for the duration of the subscription. Upon termination or expiration of the Agreement, Sliq.app will delete or return Customer data within thirty (30) days, unless further retention is required by law.

6.1. Sliq.app's Rights. Sliq.app owns and shall retain all right, title, and interest, including all Intellectual Property Rights (as defined below), in and to the Service, including all software, source code, user interfaces, APIs, designs, technical documentation, configurations, and all enhancements, updates, modifications, and derivative works thereof. This also includes all brand names, trademarks, logos, and other identifiers related to Sliq.app and the Service.

Subject to Section 6.2 below, Sliq.app retains all rights in any additional functionality or customization developed by or on behalf of Sliq.app ("Extensions"), including their design, structure, and appearance, even if developed for the benefit of Customer, unless otherwise expressly agreed in writing. No rights or licenses are granted to Customer except as expressly set forth in this Agreement or an applicable Order Form or SOW.

6.2. Customer's Ownership. Customer owns and shall retain all rights, title, and interest in and to the Customer Content, including: (i) materials provided by Customer to Sliq.app for use in the Service or Professional Services; (ii) content generated by Customer or its End Users through use of the Service; and (iii) deliverables created by Sliq.app under a Statement of Work that incorporate or are based on Customer's pre-existing intellectual property or Confidential Information.

For clarity, Customer Content excludes:

• any software, tools, frameworks, or templates owned by Sliq.app;
• the look-and-feel and functionality of any Extensions; and
• Sliq.app's Confidential Information or pre-existing Intellectual Property.

6.3. Customer grants Sliq.app a non-exclusive, non-transferable (except in the case of permitted assignment), royalty-free, worldwide license to access, use, reproduce, and process Customer Content solely as necessary to provide and support the Service and Professional Services to Customer, in accordance with this Agreement.

6.4. Feedback. Sliq.app may, at its discretion and for any purpose, use, modify, and incorporate into the Service any feedback, suggestions, or recommendations provided by Customer or End Users (excluding Customer Content). Customer hereby waives any rights to compensation or claims of ownership over such feedback.

7.1. Representations. Sliq.app represents and warrants that: (i) during the term of each applicable Order Form, the Service will perform materially in accordance with the applicable specifications or documentation made available to Customer; and (ii) any Professional Services performed under this Agreement will be provided in a professional and workmanlike manner by qualified personnel with appropriate skills and experience.

Sliq.app does not warrant that the Service will be uninterrupted or error-free, or that all defects will be corrected.

7.2. Exclusive Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SLIQ.APP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SLIQ.APP OR ELSEWHERE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.1. Indemnification obligation. Sliq.app shall defend, indemnify, and hold harmless Customer against any claim brought by a third party alleging that the Service, as provided by Sliq.app and used by Customer in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights ("Infringement Claim"), and shall pay any damages, costs, and reasonable attorney's fees awarded in a final judgment or agreed in settlement arising from such claim, provided that: (i) Customer promptly notifies Sliq.app in writing of the claim; (ii) Customer allows Sliq.app sole control over the defense and settlement of the claim (provided that no settlement may impose any liability or obligation on Customer without its prior written consent); and (iii) Customer provides reasonable cooperation and assistance at Sliq.app's expense.

8.2. Exclusions. Sliq.app shall have no obligation under this Section 8 to the extent the Infringement Claim arises from: (i) use of the Service in combination with software, data, or systems not provided by Sliq.app; (ii) modification of the Service by anyone other than Sliq.app or its authorized agents; (iii) Customer Content or other materials provided by Customer; (iv) Customer's breach of this Agreement; or (v) Sliq.app's use of Customer-provided tools, software, or instructions in the course of delivering Professional Services.

8.3. Remedial Actions. If the Service is, or in Sliq.app's reasonable opinion is likely to become, the subject of an Infringement Claim, Sliq.app may, at its sole discretion and expense: (i) procure the right for Customer to continue using the Service; (ii) modify the Service to make it non-infringing while maintaining substantially equivalent functionality; or (iii) terminate the affected Order Form and refund any prepaid Fees for the unused portion of the subscription term.

8.4. Sole Remedy. Without derogating from the provisions of Section 10 below, this Section 8 sets forth the exclusive and entire remedy of Customer with respect to any Infringement Claims.

Customer shall be solely responsible for: (i) the use of the Service by Customer and its End Users, including ensuring such use complies with this Agreement and any applicable Order Form or SOW; (ii) all Customer Content and any data or materials submitted to the Service by or on behalf of Customer, including obtaining all necessary rights, licenses, and consents for its use with the Service; (iii) the accuracy, quality, and legality of any data or content provided by End Users, including any personal data or sensitive information; and (iv) ensuring that its use of the Service complies with all applicable laws, regulations, and third-party rights, including data privacy, consumer protection, and intellectual property laws.

Customer shall not use the Service in any manner that:

• violates applicable law or the rights of any third party,
• attempts to gain unauthorized access to other systems or networks, or
• interferes with or disrupts the integrity or performance of the Service or data therein.

Sliq.app shall have no responsibility or liability for the conduct of End Users or for any Customer Content or data provided through the Service.

10.1. Exclusion of Indirect Damages. To the fullest extent permitted by applicable law, neither Party shall be liable to the other under this Agreement for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of use, data, business, revenue, goodwill, or profits, even if such damages were foreseeable or if a remedy fails of its essential purpose.

10.2. Liability Cap. Except as expressly set forth below, and to the fullest extent permitted by law, each Party's total cumulative liability under this Agreement shall not exceed the total amount of fees paid by Customer to Sliq.app under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to such liability (the "Liability Cap").

In no event shall the Liability Cap apply to: (a) either Party's willful misconduct or gross negligence; (b) a Party's breach of its confidentiality obligations under Section 12; (c) Customer's breach of Section 6 (Proprietary Rights); (d) a Party's indemnification obligations under Section 8 (IP Indemnity) or Section 14.4 (Export Restrictions); or (e) any amounts payable by Sliq.app due to regulatory fines or penalties arising solely from its breach of applicable data protection laws.

For claims arising from Sliq.app's breach of its obligations under Section 5 (Privacy and Data Protection), Sliq.app's total liability shall be limited to three times (3x) the Liability Cap.

Notwithstanding the above, Sliq.app shall remain fully liable for fines or penalties imposed directly on it by a competent regulatory authority solely due to its own violation of applicable data protection or cybersecurity regulations, without regard to the Liability Cap.

11.1. Term. This Agreement begins on the Effective Date and remains in effect for as long as any Order Form or Statement of Work is active, unless earlier terminated in accordance with this Section.

11.2. Termination for Cause. Either Party may terminate this Agreement (including all associated Order Forms and SOWs) if the other Party: (i) is in material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (ii) becomes the subject of a bankruptcy, insolvency, liquidation, or similar proceeding that is not dismissed within ninety (90) days.

11.3. Termination for Convenience. Unless otherwise stated in an applicable Order Form, Customer may terminate this Agreement or any individual Order Form for convenience with sixty (60) days' prior written notice, provided that all fees due through the end of the subscription term remain payable and non-refundable.

11.4. Effects of Termination. Upon expiration or termination of this Agreement: (i) all rights and licenses granted to Customer will immediately terminate; (ii) Customer shall cease all use of the Services; (iii) Sliq.app will provide Customer with access to its account for a period of thirty (30) days (at no additional cost) solely for the purpose of exporting Customer Data, after which such data may be deleted unless otherwise agreed; (iv) termination shall not relieve Customer of its obligation to pay any amounts due as of the effective termination date.

11.5. Survival. The provisions of this Agreement which by their nature should survive termination or expiration shall so survive, including but not limited to: Sections 4 (Fees), 5 (Privacy & Data Protection), 6 (Proprietary Rights), 8 (Indemnification), 9 (Customer Responsibilities), 10 (Limitation of Liability), 12 (Confidentiality), and 13 (Miscellaneous).

11.6. Suspension of Service. Sliq.app may suspend access to the Service, in whole or in part, without liability: (i) if required for legal or security reasons, (ii) to prevent harm to the Service or other customers, or (iii) in the event of non-payment following written notice and a 10-day cure period. Suspension shall be limited in scope and duration to what is reasonably necessary under the circumstances, and Sliq.app shall use commercially reasonable efforts to provide advance notice where practicable.

12.1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), in any form (oral, written, electronic or otherwise), that: (i) is marked or otherwise designated as confidential; (ii) is identified as confidential at the time of disclosure and subsequently confirmed in writing within fifteen (15) days; or (iii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

Confidential Information includes, without limitation: business plans, pricing, technical data, software, source code, algorithms, inventions, designs, personnel information, marketing plans, customer lists, usage metrics, and any other proprietary materials.

Confidential Information shall not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party who has the right to make such disclosure without restriction.

12.2. Obligations of Confidentiality. The Receiving Party shall: (i) not disclose, use, copy, or reproduce any Confidential Information except as necessary to fulfill its obligations or exercise its rights under this Agreement; (ii) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (iii) restrict disclosure of Confidential Information to only those of its employees, affiliates, contractors, or service providers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (iv) not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects embodying Confidential Information.

Confidential Information that qualifies as personal data shall be handled in accordance with Section 5 (Privacy and Data Protection).

12.3. Compelled Disclosure. If the Receiving Party is legally compelled to disclose Confidential Information (by subpoena, court order, or government request), it shall, unless legally prohibited: (i) provide prompt written notice to the Disclosing Party to allow it to seek a protective order or other remedy; and (ii) disclose only that portion of the Confidential Information which it is legally required to disclose and use commercially reasonable efforts to obtain confidential treatment for such information.

12.4. Term and Survival. The obligations under this Section shall survive termination or expiration of the Agreement and remain in effect for three (3) years from the date of disclosure, or for seven (7) years in the case of trade secrets, source code, or personal data, unless a longer period is required by applicable law.

13.1. Entire Agreement. This Agreement, together with all exhibits, Order Forms, and Statements of Work, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, including any prior non-disclosure agreements between the Parties. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

13.2. Assignment and Change of Control.

13.2.1. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement without such consent to an Affiliate or to a successor in interest by way of merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees in writing to be bound by this Agreement and any applicable Order Forms or SOWs.

13.2.2. In the event of an assignment or Change of Control, the assigning Party shall provide the other Party with written notice as soon as practicable following the consummation of such event ("Assignment Notice").

13.2.3. A "Change of Control" shall mean a transaction or series of transactions in which the holders of a Party's voting equity securities immediately before the transaction hold less than fifty percent (50%) of the voting securities of the surviving or resulting entity immediately after the transaction.

13.3. Governing Law and Jurisdiction. The governing law and exclusive jurisdiction for any disputes arising out of or related to this Agreement shall be determined based on the Sliq.app entity contracting with the Customer:

13.4. Notices. All notices required or permitted under this Agreement must be in writing and delivered by courier, registered mail, or email (with confirmation of delivery). Notices shall be effective upon receipt or, in the case of email, upon confirmation of successful transmission. Notices must be sent to the contact details listed in the applicable Order Form. Legal notices to Sliq.app shall also be copied to: legal [at] sliq.app.

13.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Agreement shall be interpreted so as to best reflect the original intent of the Parties.

13.6. No Waiver. No failure or delay by either Party in exercising any right or enforcing any provision of this Agreement shall constitute a waiver of such right or provision, nor shall it preclude any future exercise or enforcement thereof.

13.7. Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any Order Form or SOW, the terms of the Order Form or SOW shall prevail with respect to the subject matter therein. Any terms in a Customer purchase order or similar document are expressly rejected and shall have no legal effect.

13.8. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employment relationship between the Parties.

13.9. Force Majeure. Except for obligations to pay fees, neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, or internet disturbances.

13.10. No Third-Party Beneficiaries. This Agreement is entered into solely between the Parties and is not intended to create any rights or obligations in favor of any third party, unless required by applicable law.