master agreement jun4 25

Master Agreement Product & Services

Archived: Published on June 4, 2025

1. Introduction

  1. Last update: June 4, 2025
  2. This Master Agreement (the “ Agreement”) is effective as of the earliest of: (a) the date the Customer enters into an Order; (b) the date the Customer clicks the “I Accept” button or checks the corresponding box presented with this Agreement; or (c) the date the Customer first accesses or uses any of the Services (the “ Effective Date”) and is entered into by Slingshot Aerospace, Inc., located at 841 Apollo St, Suite 350, El Segundo, CA 90245 (or other Slingshot Aerospace entity, as specified in the Additional Specific Terms) (“ Slingshot”) and the individual or entity accepting these terms (“ Customer”). This Agreement, together with the terms of any applicable Order, governs Customer's access to and use of the Services (as defined in the Addendum).

2. Slingshot Obligations

1. Services

Slingshot will make the Services available to the Customer in accordance with this Agreement, the applicable Order(s), and the applicable Scope of Use. Slingshot may specify Additional Specific Terms that apply to certain Services, which will form part of this Agreement when communicated to the Customer.

2. API Access

Slingshot will provide Customer with access to the Services via an application programming interface ("API") if specified in an applicable Order or otherwise at Slingshot’s discretion. The applicable Order and/or Usage Policies may impose limits on the number or frequency of API requests Customer may make. Customer agrees to comply with all such limitations and will not attempt to circumvent or bypass them.

3. Customer Obligations

1. Services

Customer may access and use the Services in accordance with this Agreement and applicable Orders, including the Scope of Use. Additional Specific Terms apply to certain Services.

2. Compliance

Customer shall comply with this Agreement, all applicable Orders, the Usage Policies, and all applicable Laws. Customer is responsible for all activities of its Users and, except to the extent of any breach of this Agreement by Slingshot, for all activity under its Accounts, whether or not authorized by Customer or its Users. Slingshot and its affiliates are not responsible for unauthorized access to Customer’s Accounts. Customer will promptly notify Slingshot upon becoming aware of any compromise of an Account or any unauthorized use of the Services, and will use commercially reasonable efforts to prevent and terminate any such compromise or unauthorized use.

4. Customer Data

Customer is responsible for all Customer Data, including its content and accuracy. Customer will ensure that Customer Data does not violate the Usage Policies or any applicable Law. Customer represents and warrants that it has made all necessary disclosures, provided all required notices, and has obtained all rights, consents, and permissions necessary for Slingshot to Process Customer Data in accordance with this Agreement without violating any Laws, infringing third-party rights, or breaching any terms or policies that apply to Customer Data.

3. User Consent

Customer's Administrator Accounts may have the ability to access, monitor, use, or disclose data available to individual Users. Customer is responsible for obtaining and maintaining all necessary consents from Users to permit such access, monitoring, use and disclosure of their data.

4. Restrictions on Use

Unless expressly agreed otherwise in writing, Customer will not, and will not permit any third party to: (a) copy, modify, create derivative works of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any source code or non-public APIs of the Services (except to the extent such restriction is expressly prohibited by applicable Law, and then only with prior written notice to Slingshot); (b) sublicense, transfer, or distribute any portion of the Services (in whole or in part), or any underlying data, including metadata, output generated from use of the Services, system-generated content, or any other information derived from or made available through the Services; (c) sell, resell, or otherwise make the Services available to any third party as part of a commercial offering or for the benefit of a third party; (d) use the Services to develop a similar or competing product or service; (e) remove or obscure any proprietary notices in a Service; (f) publish benchmarks, performance data, or other evaluative information regarding a Service; (g) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (h) take any action that risks harm to others or to the security, availability, or integrity of a Service; (i) use or copy any Slingshot Data or any other materials or information made available by Slingshot for the purpose of developing an artificial intelligence model, algorithm, product or service; or (j) access or use the Services: in any manner intended to avoid incurring Fees or circumventing any software protections; for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; or in a manner that breaches, or facilitates the breach of, Export Control Laws.

5. General Terms

1. Modifications to the Services

Slingshot may change or discontinue any aspect of the Services from time to time. Slingshot will inform Customer thirty (30) days before discontinuing a material feature of the Services Customer is using. Slingshot is not obligated to provide such notice (but will do so to the extent practicable) if the change being made to the Services is necessary to (a) prevent risk of harm to Slingshot’s customers or users or the security, availability, or integrity of the Services; (b) respond to claims, litigation, or loss of license rights related to third-party intellectual property rights; or (c) comply with Laws.

2. Data Transfer

Slingshot may transfer, store and Process Customer Data in the United States. By using the Services, Customer consents to this transfer, Processing and storage of Customer Data.

3. New Features

Slingshot may make additional features or new Services (or some feature or functionality of them) available from time to time, the use of which may be contingent upon Customer's agreement to Additional Specific Terms.

4. Trials and Betas

Slingshot may make Services (or some feature or functionality of them) available to Customer for Trials and Betas, in which case use is permitted only for Customer’s internal evaluation. Trials and Betas are provided at Slingshot’s sole discretion, and Slingshot may cease to offer Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Slingshot may never release, and their features and performance information are Slingshot’s Confidential Information.

6. Use of External Artificial Intelligence Tools

1. AI Tool Requirements for Compliance

The Customer may only use an AI Tool with the Licensed Materials if all of the following conditions are strictly met:

2. Approval and Documentation

Any request to use an AI Tool with the Licensed Materials must be submitted to Slingshot in writing. Licensed Materials may not be processed through any AI Tool without Slingshot’s prior written approval.

7. Liability and Indemnification

1. Indemnification by Slingshot

Slingshot will defend Customer from any third-party claim alleging that a Service infringes a third-party’s U.S. patent, copyright, trademark, or trade secret.

2. Indemnification by Customer

Customer will defend and indemnify Slingshot against any claims resulting from Customer Data or Customer’s breach of this Agreement.

3. Cooperation

The party seeking indemnification must notify the other party of the claim and cooperate in defending the claim.

8. Term and Termination

1. Term

This Agreement shall commence on the Effective Date and remain in effect for an initial term of twelve (12) months. Thereafter, the Agreement shall automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal.

2. Termination

Either party may terminate this Agreement with written notice in specific circumstances.

3. Effects of Termination

Upon termination of this Agreement, Customer must discontinue use of Licensed Materials and certify destruction of all Slingshot Data.

9. Confidentiality

1. Obligations

Each party will protect the other's Confidential Information with the same standard of care it uses for its own Confidential Information.

2. Exceptions

Confidential Information does not include information that is already known by the recipient or becomes public.

3. Required Disclosure

Each party may disclose Confidential Information when required by Law but must notify the other party.

Appendix

Governing Law

Customer Location Slingshot Contracting Entity Governing Law and Jurisdiction Slingshot Notice Address
United Kingdom and Europe Slingshot Aerospace, Ltd. Laws of England and Wales Slingshot Aerospace Ltd, Space Systems Operations Facility
Spaceport Cornwall, St Mawgan, Newquay
Cornwall TR8 4HP, United Kingdom

Permitted Use of AI Tools and Derived Outputs

Use Case Permitted? Requires Approval? Conditions / Notes
Use of Slingshot Data in unauthorized public AI tools (e.g., ChatGPT, Claude, Gemini) No — Strictly prohibited under Sections 4 & 5 unless platform provides documented non-retention guarantees.
Use of Slingshot Data in approved private AI tools Yes Yes Must meet Section 4 requirements and be pre-approved.
Use of Customer’s own data in public Gen AI tools Yes No Only if not mixed with Slingshot Data; subject to Customer’s own risk and responsibility.
Internal use of Derived Outputs created from Slingshot Data Yes No May not be redistributed; Customer bears responsibility for accuracy.
External sharing of Derived Outputs Yes Yes Only if outputs do not contain substantial Slingshot Data and include proper attribution.
Using Slingshot Data or Outputs to train AI model No — Strictly prohibited under Sections 4 & 5.
Reverse engineering AI-generated Outputs No — Prohibited under Section 4(e); Outputs do not confer rights to underlying IP.