Master Agreement
Product & Services

Part I – Agreement Framework

Section 1: Agreement and Acceptance

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 7292 Greenridge Rd, Suite 108, Windsor, CO 80550 (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).

By accepting this Agreement on behalf of the Customer, you represent and warrant that: (i) you have full legal authority to bind the Customer to this Agreement; (ii) you have read and understand the terms; and (iii) you agree to this Agreement on the Customer’s behalf.

Section 2: Definitions

Definitions.

1. “Accounts” means Administrator Accounts and User Accounts.

2. “Addendum” means a written attachment, amendment, or supplemental document that references this Agreement and outlines additional Products, Services, pricing, or scope. Addenda may be executed in writing or ratified by email between authorized representatives of both parties and are incorporated by reference into this Agreement.

3. “Additional Specific Terms” means the then-current terms specific to one or more Services.

4. “Administrator Account” means the administrative account(s) provided to Customer by Slingshot for the purpose of administering the Services.

5. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

6. “AI Tool” means any system, platform, software, or model, whether proprietary or third party, that uses machine learning, generative AI, algorithmic inference, or large language models to generate content or conduct analysis based on user input.

7. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

8. "Confidential Information" means information that one party discloses to the other party under this Agreement, and which is marked as proprietary or confidential or would reasonably under the circumstances be understood to be proprietary or confidential information.

9. "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.

10. “Customer Data” means data provided to Slingshot by the Customer (including its Users). The term "Customer Data" expressly excludes Slingshot Data, Derived Data, and Feedback.

11. “Derived Data” means any:

a. Data or information that has been deidentified or aggregated with other data such that it cannot reasonably be used to identify any individual or organization; or

b. Data generated through Customer’s use of the Services, including but not limited to technical logs, usage metrics, and system learnings, provided such data does not identify any User, natural person, or the Customer, and excludes any identifiable Customer Data.

12. “Derived Output” means any material, report, visualization, recommendation, code, or other output created, whether wholly or partially, through the use of the Services—including any AI Tool or other functionality—when used in conjunction with Licensed Materials. For the avoidance of doubt, Derived Output does not include any dashboards, report templates, software, or other technology or components of the Services created, developed, used, or provided by Slingshot.

13. "Documentation" means all printed or electronically provided user manuals, technical specifications and product descriptions related to this Agreement.

14. “Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.

15. “Feedback” means feedback or suggestions about the Services or related features or functionalities.

16. “Fees” means fees for the Service as described in each Order or, if not specified in an Order, as published by Slingshot from time to time

17. “Help Center Content” means content available at https://slingshot.space/help-center.

18. “Input” means queries, questions, information, or Input Data submitted by Customer to the AI Tool.

19. “Input Data” means information provided, inputted, or uploaded by Customer or on Customer’s behalf.

20. “Intellectual Property Rights” means any rights existing now or in the future under patent law, copyright law, trademark law, data and database protection law, trade secret law, and any and all similar proprietary rights throughout the universe.

21. “Law” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data.

22. “Licensed Users” means individuals expressly identified or covered under the Customer’s agreement with Slingshot, whether by named user or seat count. Access by any party not covered by such agreement is prohibited without Slingshot’s prior written consent.

23. “Licensed Materials” means any Slingshot Data, Documentation, Services, AI Services, or other proprietary content, tools, models, software, or outputs provided or made available by Slingshot to Customer under this Agreement. This includes any materials derived from, incorporating, or generated through use of such content, and any data, metadata, algorithms, visualizations, or Derived Outputs processed, accessed, or created using the Services, whether directly or indirectly. For clarity, Licensed Materials do not include Customer Data or any third-party content independently provided by Customer.

24. “Mixed Data” means any data set, output, or material that results from the transformation, augmentation, derivation, or combination of Customer Data and Slingshot Data, such that the resulting data incorporates elements of both in a manner that neither can be reasonably separated or independently extracted.

25. “Order” means a purchase order, order form, addendum, or other ordering document referencing this Agreement and executed (including via written confirmation or email) by authorized representatives of both parties. Orders may define pricing, scope, service periods, and other transaction-specific terms.

26. “Prices” means the then-current pricing available at https://slingshot.space/price-list, unless otherwise agreed to in an Order.

27. “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

28. “Scope of Use” means any limits on installation or usage of Services described in the Order or otherwise provided by Slingshot. Examples of limitations include, but aren’t limited to: site/locations, number of requests, accounts, users, installations, license type, etc.

29. “Services” means the products and services made available by Slingshot, including the products and services described in this Agreement. For the avoidance of doubt, the Services include products and services of any type provided by Slingshot, whether on a software-as-a-service basis, in the form of data packages, or otherwise. Services may be ordered individually, on a subscription or fixed-term basis, and governed by the terms of this Agreement and any applicable Order or Addendum.

30. "Session" means a continuous, individual instance of interaction between a user and an AI Tool, beginning when the user initiates access to the tool and ending when the user closes the session, logs out, or after a defined period of inactivity. During a Session, Licensed Materials may be temporarily made available to an AI Tool - that is compliant with this Agreement - solely for processing and generating outputs. Licensed Materials must not be retained, stored, or used to train, fine-tune, or otherwise persist beyond the duration of the Session.

31. "Slingshot Data" means data, metadata or information provided through the Services or otherwise made available to Customer for Customer’s use of the Services under the Agreement.

32. “Space Location Information” means Customer’s space domain awareness and collision prevention messages issued by the 18th Space Control Squadron, as well as Customer’s ephemeris data.

33. “Subscription Term” means the period during which Customer’s subscription to one or more Services is active, as specified in the applicable Order or Addendum. Subscription Terms may be monthly, annual, prorated, or otherwise time-limited and may automatically renew unless otherwise stated.

34. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Slingshot’s income tax.

35. “Term” means the period beginning on the Effective Date and continuing until terminated in accordance with this Agreement. The Agreement may remain in effect even in the absence of an active Order or Addendum, unless expressly terminated.

36. “Third-Party Platforms” means any third-party platform, add-on, service, or product not provided by Slingshot that Customer elects to integrate or enable for use with any Service.

37. "Third Party Request" means a request from a third party, such as a regulator or governmental authority, for records relating to a User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the User permitting the disclosure.

38. “Trials and Betas” means alphas, betas, early access offerings, temporary offerings, or any other non-standard access to Services that Slingshot may provide, including as may be further indicated in an Order.

39. “Usage Policies” means policies posted to Slingshot’s website or otherwise made available by Slingshot from time to time, including Slingshot’s Acceptable Use Policy.

40. “User(s)” means any employee or contractor of Customer that Customer allows to access and use the Service on Customer’s behalf.

41. “User Account” means any account created by or assigned to a User.

Section 3: Interpretation and Order of Precedence

This Agreement, including all referenced Addenda, Orders, Usage Policies, Additional Specific Terms, and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

This Agreement is intended to serve as a master subscription framework under which Customer may enter into one or more Orders or Addenda from time to time. Each such Order or Addendum shall be incorporated by reference and governed by this Agreement, unless expressly stated otherwise therein.

In the event of a conflict or inconsistency between the terms of this Agreement and any incorporated or referenced document, the following order of precedence shall apply (from highest to lowest):

1. The terms of any applicable Order or Addendum (but only with respect to the Products or Services described therein);

2. The terms of this Agreement (the Master Subscription Agreement);

3. The Usage Policies, Documentation, or Help Center content referenced or incorporated by URL.

In case of ambiguity, this Agreement will be interpreted to give full effect to the intention that Orders and Addenda govern the commercial and technical details of the services purchased, while this Agreement governs general terms and the overarching subscription relationship.

Part II – Core Terms (Universal)

Section 4: Customer Responsibilities

4.1 Use of Services

Customer may access and use the Services solely in accordance with this Agreement, the applicable Orders, and the Scope of Use. Customer is responsible for ensuring that its use of the Services complies with all applicable limitations, conditions, and any documentation or usage guidelines provided by Slingshot.

4.2 Compliance with Agreement and Laws

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.

4.3 Customer Data and Representations

Customer is solely responsible for all Customer Data, including its content, accuracy, and compliance with applicable Laws and the Usage Policies. Customer represents and warrants that it has made all necessary disclosures, provided all required notices, and 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 applicable terms or policies.

See also Section 6 (Data Use and Processing).

4.4 User Consent and Access Controls

Customer is responsible for obtaining and maintaining all necessary consents from its Users to permit access, monitoring, use, or disclosure of their data by Customer’s Administrator Accounts. Customer shall ensure that such access and use complies with applicable Laws and internal policies.

4.5 Restrictions on Use

Customer shall not, and shall not permit any third party to, use the Services in any manner that violates the restrictions set forth in:

• Section 11.5 (Use Restrictions) – general prohibitions on misuse of Services and Slingshot Data; and

• Section 7.2 (Prohibited AI Activities) – specific restrictions on use of AI Tools with Licensed Materials.

These restrictions apply unless expressly agreed otherwise in writing by Slingshot.

4.6 Security and Incident Notification

Customer shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Customer Data and prevent unauthorized access to the Services. In the event of any actual or suspected security breach involving the Services or Customer Data, Customer shall promptly notify Slingshot and cooperate in any investigation or remediation efforts.

Section 5: General Terms

5.1 Data Transfer and Processing

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.

See also Section 7 (Data Transfer and Processing).

5.2 New Features and Additional Terms

Slingshot may make additional features or new Services (or certain features or functionalities thereof) available from time to time. Use of such features or Services may be subject to separate terms or conditions, which will be provided to Customer at the time of availability.

5.3 Third-Party Platforms

Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Slingshot does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Slingshot to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

5.4 Third Party Requests

Customer consents to sharing of Customer Data in connection with Third Party Requests. At Slingshot’s request, Customer will cooperate with and assist Slingshot in responding to Third Party Requests.

5.5 Suspension Rights

Slingshot may suspend Customer’s or any User’s right to access or use the Services (or any portion thereof) immediately if Slingshot determines in its discretion:

(a) Customer breaches Section 11.5 (Restrictions on Use);

(b) Customer’s account is thirty (30) days or more overdue;

(c) changes to Law or new Laws require that Slingshot do so or otherwise may impose additional liability on Slingshot; or

(d) Customer’s actions risk harm to any of Slingshot’s other customers or the security, availability, or integrity of a Service.

Slingshot will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Slingshot will restore Customer’s access to the Service(s).

Section 6: Data Use and Processing

6.1 Customer Data

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.

6.2 Data Transfer and Processing

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.

6.3 Mixed Data

Mixed Data. If Customer Data is transformed, augmented, derived from, or combined with Slingshot Data in any manner (“Mixed Data”), such Mixed Data shall be subject to the same restrictions and use limitations that apply to the original Slingshot Data under this Agreement. In particular, Mixed Data may not be used with any generative AI tools, models, or algorithms except as expressly permitted by Slingshot in writing, and is subject to all applicable conditions and approval requirements set forth herein for use of Slingshot Data with AI tools.

6.4 AI Inputs and Outputs

Responsibility for Inputs and Outputs. Where Customer uses its own AI tools in connection with the Services or Slingshot data—provided such tools meet the specifications set forth in this section—such use is entirely at Customer’s own risk and discretion.  

6.5 Definitions and Terminology

For purposes of this Section, the following terms are used consistently with their definitions in the Agreement:

• Customer Data refers to any data or information provided to Slingshot by or on behalf of the Customer or its Users.

• Derived Data means data that has been deidentified or aggregated such that it no longer identifies any individual or organization, and may include usage insights generated through the Services.

• Mixed Data refers to any data that is created by combining, transforming, or deriving Customer Data with Slingshot Data.

• Derived Output means any content, report, visualization, or other material generated using an AI Tool in conjunction with Slingshot’s data or services.

• Input / Input Data includes any prompts, queries, or other information submitted by the Customer to an AI Tool.

• Process means to collect, access, use, store, transmit, or otherwise handle data in connection with the Services.

These terms are further defined in the Definitions section of the Agreement and are used here to ensure consistency and clarity in how data is handled under this Agreement.

Section 7: AI Use and Restrictions

7.1 Approval and Documentation Requirements

Any request to use an AI Tool with the Licensed Materials must be submitted to Slingshot in writing and include documentation demonstrating the AI Tool’s compliance with the requirements set forth above. Licensed Materials may not be processed through any AI Tool without Slingshot’s prior written approval. All requests for expanded use of the Services in connection with AI Tools must likewise be submitted in writing and approved by Slingshot in advance. Slingshot reserves the sole discretion to deny any such request and may impose additional conditions, including supplemental terms or audit rights, as a condition of approval.

Requests must be submitted via email to:

Contact: legal@slingshotaerospace.com

Subject Line: AI Usage Request

7.2 Permitted Use of AI Tools

Customer may only use an AI Tool with the Licensed Materials if all of the following conditions are strictly met and approved in writing by Slingshot:

a. Internal Use Only: The AI Tool is accessed and used solely for Customer’s internal business purposes and is not made accessible to third parties.

b. No Model Training: The Licensed Materials are not used for, or submitted for the purpose of, any AI model training, fine-tuning, or improvement, whether supervised or unsupervised, including by the Customer or any AI Tool provider.

c. No Public Disclosure: The Licensed Materials are not exposed or disclosed to the public or to any external party through or via the AI Tool.

d. Session-Limited Processing: The Licensed Materials may be processed only within individual user sessions and must not be retained, stored, or accessible after the session terminates.

e. No Submission to Unauthorized AI Tools: The Customer will not submit any Licensed Materials to any unauthorized AI Tool (including, without limitation, ChatGPT, Gemini, Claude, or similar services) unless: (1) The AI Tool provider has supplied written, documented guarantees of non-retention of input or outputs; (2) Data isolation from other customers and the provider; (3) Enterprise-grade security controls meeting industry standards; and (4) The Customer has obtained the prior written approval of Slingshot for such submission.

7.3 Prohibited AI Activities

Customer shall not:

• Submit Licensed Materials to any unauthorized AI Tool without Slingshot’s prior written approval;

• Use Licensed Materials to train, fine-tune, augment, or validate any AI Tool, model, or algorithm;

• Extract model features, generate or store embedding vectors, or persist outputs for future use in contextualization, prompt chaining, reinforcement learning, or similar applications;

• Use Licensed Materials to generate or disseminate false, misleading, defamatory, or unlawful content;

• Misrepresent Slingshot’s data, capabilities, or commercial position;

• Use Derived Outputs to recreate, simulate, or infer any proprietary aspects of the Licensed Materials;

• Use Mixed Data with any generative AI tools, models, or algorithms except as expressly permitted by Slingshot in writing.

7.4 Derived Outputs

Customer acknowledges that:

• Any outputs generated through AI functionality via Customer-operated tools are based on statistical analysis and pattern recognition, without any true understanding of the underlying content.

• All Derived Outputs may be inaccurate, incomplete, unexpected, unfaithful to the source material, or may contain biases or errors.

• Output quality is directly influenced by the quality and clarity of the inputs, prompts, or source content provided.

• Customer is solely responsible for the accuracy, quality, and appropriateness of all inputs, instructions, or prompts used with any AI Tools, and for verifying and validating the accuracy and reliability of any Derived Outputs before relying on them.

• For the avoidance of doubt, any Derived Output created using Slingshot Data via approved AI Tools does not confer any ownership, IP rights, or redistributable rights to the Customer. Any redistribution or commercialization of these Outputs requires explicit written consent.

7.5 Termination and Data Retention

In the event that Customer’s license is canceled, terminated, expired, or otherwise ceases in accordance with this Agreement, Customer shall immediately discontinue any use of Licensed Materials with AI Tools. Upon termination, Customer agrees to permanently delete or destroy all Derived Outputs unless otherwise authorized in writing and will certify such deletion in writing within thirty (30) days.

7.6 Audit and Enforcement

To ensure compliance with this Section, Slingshot reserves the right to:

a. Request documentation detailing Customer’s AI Tool usage, including tools employed, authorized users, and a description of Derived Outputs; and

b. Conduct audits, subject to a mutual non-disclosure agreement, to assess compliance with this Section, including retention and attribution practices.

Section 8: Confidentiality

8.1 Obligations

Each party will:

(a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and

(b) not disclose the Confidential Information, except to Affiliates, employees, and agents who need to know it and who have agreed in writing to keep it confidential.

Each party (and any Affiliates, employees, and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees, and agents in violation of this Section 8.

See also Section 6 (Data Use and Processing) and Section 4.6 (Security and Incident Notification).

8.2 Exceptions

Confidential Information does not include information that:

(a) the recipient already rightfully knew or possessed before receiving it under this Agreement;

(b) is or becomes public through no fault of the recipient;

(c) was independently developed by the recipient without using the other party’s Confidential Information; or

(d) was rightfully given to the recipient by another party.

8.3 Required Disclosure

Each party may disclose the other party's Confidential Information when required by Law but only

after it, to the extent legally permissible:

(a) uses commercially reasonable efforts to notify the other party; and

(b) gives the other party the chance to challenge the disclosure and reasonably cooperates in any efforts to do so.

8.4 Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 8.

Part III – Product-Specific Terms

Section 9 – Product Specific Terms

If Customer completes an Order for, or otherwise uses any of the Services described below, the terms corresponding to those Services apply to Customer’s use.

9.1. Seradata

9.1.1 Subscriptions

Subscription fees, term, and renewal conditions for Seradata will be governed by the applicable Order. If the Order is silent, the subscription will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Any changes to renewal pricing will be communicated no fewer than thirty (30) days before the start of the renewal term.

9.1.2 Downloads

In addition to the rights granted to Customer in the Master Agreement, Slingshot may permit Customer to download certain data from Seradata (“Downloads”). Customer may use such Downloads solely for its internal business purposes and subject to all restrictions applicable to the Services under the Master Agreement. Upon expiration or termination of Customer’s subscription to Seradata, Customer shall promptly delete or destroy all Downloads in its possession.

9.1.3 Work Product License

Slingshot grants to Customer and its Users a non-exclusive, worldwide, royalty-free license, solely during the Term of the applicable Order for the Seradata platform, to:

a. use, modify, edit, supplement, translate, incorporate, compile, or generate, including through the use of an Approved AI Tool (as defined in Section 6B of the Master Agreement), any or all Slingshot Data provided through Seradata to create internal or external derivative documents, reports, memoranda, communications, or other work product for Customer’s clients or customers (“Work Product”); and

b. share such Work Product with Customer’s clients or customers, provided that:

i. Slingshot Data or information derived from it does not constitute all or substantially all of any Work Product;

ii. the Work Product does not constitute a substantial reproduction of the Seradata platform or its unique functionality; and

iii. the Work Product includes reasonably conspicuous attribution identifying Slingshot as the source of the data used to produce the Work Product or the applicable portion thereof.

If the Work Product is a report or other communication delivered to a client or customer, the attribution must include, at a minimum, language identifying Slingshot as the provider and copyright owner of the applicable data or analytics and a link to Slingshot’s website (currently https://www.slingshot.space). Customer may use Slingshot’s name and logo for such attribution, and all goodwill resulting from such use will inure solely to Slingshot’s benefit. Customer shall not make any representation or warranty to recipients of Work Product regarding Slingshot’s products or services.

9.1.4 Attribution Requirements

If Slingshot approves the distribution of any Derived Outputs or if such outputs qualify as Work Product, and they are materially informed by Slingshot’s content, models, or data, Customer must include clear and conspicuous attribution (e.g., “Source: Seradata by Slingshot Aerospace”) in any public or external-facing deliverable, unless Slingshot has expressly waived this requirement in writing.

9.1.5 Attribution Flow-Down

Customer shall ensure that any recipient of Work Product, including its clients and customers, is notified that the Work Product incorporates or is derived in part from Slingshot Data and that the attribution requirements above must be preserved in any further distribution, reproduction, or external communication. Customer shall not be liable for end-user failure to comply with these requirements, provided Customer has made commercially reasonable efforts to communicate the attribution obligation to such recipients.

9.1.6 Licensed User Modifications

Customer may modify its list of Licensed Users for Seradata at any time during the Subscription Term by providing written notice in accordance with the process set forth in the applicable Order. Unless otherwise expressly stated in the Order, such modifications will take effect upon written acceptance by Slingshot and will not affect overall seat or fee commitments unless otherwise mutually agreed in writing.

Section 9.2: Beacon

9.2.1 Customer Data

Without limiting any provision of this Agreement, Customer acknowledges and agrees that Slingshot’s provision of Beacon requires sharing of Space Location Information and that Slingshot may distribute such Space Location Information among Slingshot’s customer base within Beacon for such purposes.

“Space Location Information” means Customer’s space domain awareness and collision prevention messages issued by the 18th Space Control Squadron, as well as Customer’s ephemeris data.

9.2.2 Subcontractors

Customer may use subcontractors and permit them to exercise Customer’s rights under an Order for Customer’s use of Beacon, provided that Customer remains responsible for its own and any subcontractor’s compliance with, and performance under, the Agreement.

9.2.3 No Guarantee of Tracking Accuracy

Customer acknowledges that space object tracking is subject to inherent limitations and uncertainties, including but not limited to orbital dynamics, sensor availability, and environmental conditions. Accordingly, Slingshot makes no guarantees regarding the accuracy, completeness, or availability of tracking data, and all Services are provided on a commercially reasonable efforts basis.

9.2.4 Best Efforts Standard

Slingshot shall use commercially reasonable efforts to perform the Services described herein. Unless expressly stated in an applicable Order, SOW, or Addendum, no specific performance levels or outcomes are guaranteed.

9.2.5 Feasibility Assessment

Prior to initiating tracking services, Slingshot may conduct a feasibility assessment to determine the likelihood of successful data collection. The results of such an assessment may inform the scope, pricing, and deliverables under the applicable Order or SOW.

9.2.6 Conditional Payment Terms

For certain low-confidence tracking engagements, the Parties may agree in writing that Customer shall only be invoiced in the event that Slingshot successfully collects and delivers tracking data. Such terms shall be set forth in a mutually executed Addendum to this Agreement.

Section 9.3: Laboratory

9.3.1 Authorization and End User Agreement

Only Users authorized by Customer in accordance with the applicable Order (“Authorized Users”) may access and use Laboratory. Customer shall ensure that all Authorized Users agree to the Laboratory End User License Agreement (available at https://lab.slingshot.ai/docs/EULA) (the “Laboratory EULA”) prior to accessing Laboratory. As between Slingshot and Customer, Customer is responsible for ensuring Authorized Users’ compliance with the Laboratory EULA.

Section 9.4: Space Object Tracking Data

9.4.1 Scope and Applicability

Slingshot will furnish the recorded space object tracking data identified in an Order (“Space Object Tracking Data”) to Customer pursuant to the licensing terms set forth in this Agreement. Space Object Tracking Data is licensed separately from other Slingshot Data and is not subject to the license grant in this Agreement. Slingshot is not obligated to re-deliver or maintain continuous accessibility to any Space Object Tracking Data once delivered.

9.4.2 License Grant

Subject to the terms of this Agreement and timely payment of applicable fees, Slingshot grants the Licensed Users (of Space Object Tracking) (as defined by the applicable license type below) a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted) license during the Subscription Term or other period specified in the Order to use, reproduce, and display the Space Object Tracking Data solely for the purpose of operating the Program identified in the Order. Customer may disclose the Space Object Tracking Data to other Licensed Users only as necessary for such parties to exercise their rights under this license.

9.4.3 License Types

The applicable license type will be specified in the Order for Space Object Tracking. Each Space Object Tracking license type defines the scope of permitted use and the definition of “Licensed Users”:

• Standard License: “Licensed Users” means Customer and its direct subcontractors.

• Program – Commercial Buyer: “Licensed Users” means Customer, the Gov User, and subcontractors. Disclosure is limited to the Gov User’s specific agency on a need-to-know basis for Program operations.

• Program – Government Buyer: “Licensed Users” means Customer. Disclosure is limited to Customer’s specific agency on a need-to-know basis for Program operations.

• International Government Buyer: “Licensed Users” means Customer and its Gov Affiliates. Use is limited to non-commercial programs or activities involving Customer or its Gov Affiliates.

9.4.4 API Subscription (if applicable)

If Customer has purchased an API subscription, one user designated by Customer and approved in writing by Slingshot (the “Designated User”) may access and use the API during the Subscription Term. No other individual may access the API without Slingshot’s prior written consent.

Section 9.5: AI Services (TALOS, Agatha)

9.5.1 Scope of License and Use

Subject to Customer’s compliance with this Agreement and any applicable documentation, Slingshot grants AI Services Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the AI Services solely for internal evaluation, decision-support, simulation, monitoring, training, or analytics purposes. AI Services may include machine learning models, intelligent agents, anomaly detection engines, 3D visualizations, and contextual reasoning tools designed for space-related applications.

9.5.2 Use Limitations and Customization

Customer may not independently alter, retrain, replicate, or reverse-engineer the AI models used in the AI Services. The AI Services are not licensed for autonomous control of space assets or use in kinetic or live-action scenarios without Slingshot’s prior written consent and compliance with applicable law. Where customization is requested and/or provided, Slingshot will configure the AI Services to align with Customer’s mission or operational context at additional cost, as set forth in the applicable Order or Slingshot’s then-current Pricing List (https://www.slingshot.space/price-list).

9.5.3 Acceptable Use

Customer shall use the AI Services only in accordance with the Master Agreement, these Additional Terms, Slingshot’s Terms of Service (https://www.slingshot.space/terms-of-service), and applicable law. Customer shall not, and shall not permit any third party to:

(a) submit or generate unlawful, infringing, harassing, discriminatory, or otherwise objectionable content;

(b) use the AI Services for high-risk or regulated functions (e.g., legal, financial, or medical advice) without written authorization;

(c) probe, scan, or test the vulnerability of the AI Services or circumvent security measures;

(d) reverse engineer, decompile, disassemble, or attempt to derive source code, models, or algorithms;

(e) use the AI Services to develop, improve, or compete with any AI model, product, or service;

(f) sublicense, lease, resell, or commercially exploit the AI Services without Slingshot’s written consent;

(g) use the AI Services in violation of export control laws or for the benefit of a prohibited country or individual.

9.5.4 Data Inputs and Integration

The AI Services may rely on real-time, historical, synthetic, or Customer-supplied data. Customer is solely responsible for ensuring that any data or models it provides are accurate, lawful, and authorized for such use. By submitting such content, Customer grants Slingshot a license to use, adapt, and process the inputs solely for the purpose of delivering and improving the AI Services under Customer’s account.

9.5.5 Security and Deployment

AI Services may be deployed in unclassified or classified environments. Slingshot will support deployment in accordance with applicable U.S. government cybersecurity and export control requirements. Customer agrees not to deploy, export, or re-host the AI Services in violation of applicable laws or facility access controls.

9.5.6 Intellectual Property and Outputs

(a) Slingshot IP

All rights, title, and interest in and to the AI Services, including system architecture, algorithms, behavioral models, user interface elements, and derived insights, remain the exclusive property of Slingshot. Any custom configurations or results generated using the AI Services remain Slingshot’s intellectual property unless otherwise agreed in writing.

(b) Ownership of Slingshot Materials

Slingshot retains all rights in and to the AI Services, models, algorithms, software, tools, documentation, and related intellectual property (“Slingshot Materials”), including improvements or derivative works, regardless of whether based on Customer Inputs or Outputs.

(c) Customer Data License

Customer grants Slingshot and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to use, host, store, reproduce, process, transmit, modify, distribute, display, and create derivative works of Customer’s Inputs and Outputs as necessary to:

i. provide, operate, and improve the AI Services;

ii. comply with applicable laws; and

iii. enforce the Agreement.

Customer represents and warrants that its Inputs and Outputs do not infringe or violate any third-party rights. Customer acknowledges that Slingshot may derive improvements from such Inputs or Outputs and may use them to enhance the AI Services. Customer waives any claim to ownership or royalties in connection with such enhancements.

(d) Outputs

Subject to Sections 7.4, 9.5.6, and 11, Customer is granted a non-exclusive, non-transferable right to use Outputs generated in response to Customer Inputs solely for internal business purposes. Slingshot retains all rights in the Outputs to the extent permi by law.

(e) Enforcement

Slingshot may take any action it deems necessary to enforce its intellectual property or contractual rights, including suspension or termination of access for violations.

(f) Explainability and Limitations

AI-generated results, including insights, alerts, maneuver suggestions, or classifications, are intended to assist—not replace—human judgment. Slingshot provides explainable outputs when feasible, including contributing factors. Customer is solely responsible for validating and interpreting such outputs before taking operational action. Slingshot disclaims all liability arising from reliance on AI-generated content, except as expressly provided in a separate signed agreement.

Section 9.6: Slingshot Portal

9.6.1 Overview

The Slingshot Portal is the centralized, web-based interface through which Customer accesses Slingshot’s suite of Services, including but not limited to data products, analytics, AI tools, developer resources, and visualization environments. The Portal serves as the primary access point for all subscribed Services under this Agreement.

9.6.2 Access and Use

Customer’s access to the Slingshot Portal is governed by the terms of this Agreement and any applicable Order or Addendum. Access credentials are provided to designated Administrator Accounts and Licensed Users, and Customer is responsible for managing and securing such access.

9.6.3 Scope of Functionality

The Portal may include, without limitation:

• Real-time and historical space data visualization

• Access to APIs, documentation, and developer tools

• Tasking and tracking interfaces

• AI-powered analytics dashboards

• Integration with sandbox environments and simulation tools

9.6.4 Availability and Modifications

Slingshot may update or modify the Portal’s interface, features, or underlying infrastructure from time to time. Material changes that affect Customer’s use of subscribed Services will be communicated in accordance with Section 5.2 (New Features and Additional Terms).

9.6.5 Dependencies

Use of the Portal may be required to access certain Services described in other sections of this Agreement (e.g., Seradata, Beacon, AI Services). Any limitations, restrictions, or licensing terms applicable to those Services shall also apply to their use via the Portal.

Section 9.7: Data Catalog

9.7.1 Overview

The Data Catalog is a unified data access layer that connects Slingshot’s Global Sensor Network (SGSN) and Sovereign Space Object Tracking (SSOT) systems. It provides Customer with access to orbital intelligence, including raw observations, processed state vectors, and mission-ready situational awareness data.

9.7.2 Scope of Access

Subject to the applicable Order, Customer may access:

• Real-time and historical tracking data

• High-precision state vectors

• Metadata associated with tracked objects

• Data products derived from MFAST and ODaaS pipelines

9.7.3 Usage Restrictions

Customer shall not:

• Use the Data Catalog for real-time operational control of space assets unless expressly authorized in writing

• Redistribute or resell data accessed through the Catalog without Slingshot’s prior written consent

• Use the data to train or fine-tune AI models unless permitted under Section 7 (AI Use and Restrictions)

9.7.4 Attribution

If Customer incorporates Data Catalog outputs into external reports or deliverables, attribution must be provided in accordance with Section 11.8 (Attribution Requirements).

Section 9.8: Data Request Services

9.8.1 Overview

The Data Request service enables Customer to submit custom tasking requests for specific space objects or orbital events. This includes on-demand tracking, event-based observations, and curated data deliveries powered by Slingshot’s tasking and tracking infrastructure.

9.8.2 Request Submission and Fulfillment

Requests may be submitted through the Slingshot Portal or via API, subject to the applicable Order. Slingshot will use commercially reasonable efforts to fulfill valid requests, subject to feasibility, sensor availability, and orbital conditions.

9.8.3 Service Scope

Data Request Services may include:

• Targeted observations of specific space objects

• Event-triggered data collection (e.g., maneuvers, conjunctions)

• Custom ephemeris generation or refinement

• Delivery of curated datasets in specified formats

9.8.4 Limitations

Slingshot does not guarantee fulfillment of all requests. Fulfillment is subject to:

• Sensor availability and visibility windows

• Orbital dynamics and environmental conditions

• Prioritization of requests based on operational constraints

9.8.5 Licensing and Use

All data delivered through Data Request Services is subject to the same licensing, attribution, and use restrictions as other Slingshot Data under this Agreement, including Sections 11.1–11.9.

Section 9.9: Global Sensor Network Metrics

9.9.1 Overview

The Global Sensor Network Metrics service provides Customer with access to performance and health data from Slingshot’s proprietary sensor infrastructure. This includes metrics related to observation quality, cadence, coverage, and system availability across domains from LEO to GEO.

9.9.2 Scope of Metrics

Subject to the applicable Order, Customer may access:

• Observation frequency and revisit rates

• Sensor uptime and availability

• Quality scores and confidence levels for collected data

• Geographic and orbital coverage summaries

9.9.3 Use of Metrics

Metrics are provided for transparency and planning purposes only. They may be used to:

• Evaluate tasking feasibility

• Inform mission planning and scheduling

• Assess historical performance of Slingshot’s sensor network

9.9.4 Limitations

Slingshot does not guarantee uninterrupted access to metrics or real-time updates. Metrics are provided on a commercially reasonable efforts basis and may be subject to latency, aggregation, or anonymization.

9.9.5 Confidentiality and Attribution

Unless otherwise agreed in writing, all metrics are considered Slingshot Confidential Information and may not be disclosed externally without prior written consent. If metrics are incorporated into external deliverables, attribution must be provided in accordance with Section 11.8 (Attribution Requirements).

Section 9.10: Digital Space Twin (DST)

9.10.1 Overview

The Digital Space Twin (DST) is an interactive 3D visualization environment that enables Customer to model, simulate, and explore orbital scenarios using near real-time and historical space data. DST is designed for situational awareness, mission planning, and educational use.

9.10.2 Scope of Use

DST may include:

• Visualization of satellite orbits, maneuvers, and conjunctions

• Playback of historical events and predictive modeling

• Interactive tools for spatial analysis and annotation

• Integration with Slingshot Data and AI Services

9.10.3 Limitations

DST is a visualization and simulation tool only. It is not intended for:

• Real-time operational control of space assets

• Use in safety-critical or autonomous decision-making systems

• Export-controlled or classified mission environments (unless separately authorized)

9.10.4 Licensing and Access

Access to DST is subject to the applicable Order and may be limited by user count, session duration, or feature tier. All visualizations and outputs generated within DST are considered Derived Outputs and are subject to the terms of Section 11.

9.10.5 Attribution and Confidentiality

If DST outputs are used in external presentations or reports, attribution must be provided in accordance with Section 11.8. All underlying models, visualizations, and system logic remain the intellectual property of Slingshot.

Section 9.11: Learn & Build

9.11.1 Overview

The Learn & Build environment provides Customer with access to sandboxed tools, open documentation, and developer resources for testing, prototyping, and extending Slingshot capabilities. It is designed to support experimentation, training, and integration development.

9.11.2 Scope of Use

Learn & Build may include:

• Access to non-production APIs and simulated data environments

• Developer documentation, SDKs, and integration guides

• Sample datasets and test scenarios

• Tools for building and validating custom workflows

9.11.3 Restrictions

Unless otherwise agreed in writing, Customer shall not:

• Use sandbox environments for operational or production purposes

• Store sensitive or export-controlled data in sandbox environments

• Attempt to reverse-engineer or extract proprietary system behavior from sandbox tool

9.11.4 Attribution and IP

All materials provided in Learn & Build are considered Slingshot Confidential Information and are subject to the licensing and use restrictions in Section 11. Any outputs or integrations developed using these tools remain subject to Slingshot’s intellectual property rights unless otherwise agreed in writing.

9.11.5 Support and Availability

Learn & Build environments are provided on a best-effort basis and may be modified, suspended, or discontinued at Slingshot’s discretion. Slingshot may provide limited support or documentation updates as part of its Help Center Content.

Section 9.12: PNT-SA – GPS Jamming & Spoofing Detection

9.12.1 Overview

PNT-SA is a geospatial intelligence capability that leverages Slingshot’s Global Sensor Network (SGSN) and signal analysis infrastructure to detect, map, and characterize GPS jamming and spoofing threats. It provides situational awareness of degraded or denied GNSS environments.

9.12.2 Scope of Service

Subject to the applicable Order, PNT-SA may include:

• Detection of anomalous GNSS signal behavior

• Mapping of jamming/spoofing zones with geospatial overlays

• Historical and real-time threat intelligence

• Integration with orbital and terrestrial data sources

9.12.3 Use Restrictions

Customer shall not:

• Use PNT-SA outputs for real-time navigation or safety-of-life applications

• Distribute or publish threat maps without prior written approval

• Use PNT-SA data to train or validate third-party AI models unless expressly permitted under Section 7

9.12.4 Attribution and Confidentiality

All PNT-SA outputs are considered Slingshot Confidential Information unless otherwise designated. If outputs are shared externally, attribution must be provided in accordance with Section 11.8 (Attribution Requirements), including the label:

“Source: PNT-SA by Slingshot Aerospace”

9.12.5 Limitations

PNT-SA is provided on a commercially reasonable efforts basis. Detection accuracy may vary based on satellite geometry, signal environment, and sensor availability. Slingshot makes no guarantees regarding the completeness or resolution of threat mapping.

Section 9.13: Processing, Fusion, and Analysis Tools

9.13.1 Overview

Slingshot’s Processing, Fusion, and Analysis Tools are modular systems designed to transform raw sensor observations into high-fidelity, actionable orbital intelligence. These tools support mission-critical functions such as orbit determination, conjunction analysis, maneuver detection, and predictive modeling.

9.13.2 Scope of Capabilities

Subject to the applicable Order, Customer may access:

• Orbit Determination as a Service (ODaaS)

• Multi-source data fusion and correlation

• Conjunction risk assessment and alerting

• Maneuver detection and trajectory prediction

• Custom analytics pipelines and reporting

9.13.3 Use Restrictions

Customer shall not:

• Use these tools for autonomous spacecraft control without prior written authorization

• Reverse-engineer or extract proprietary algorithms or models

• Use outputs to train external AI systems unless permitted under Section 7

9.13.4 Integration and Access

These tools may be accessed via the Slingshot Portal, API, or integrated into other subscribed Services (e.g., Beacon, DST, AI Services). Access may be limited by user role, subscription tier, or processing volume.

9.13.5 Attribution and Confidentiality

All outputs generated by these tools are considered Derived Outputs and are subject to the licensing, attribution, and confidentiality provisions in Section 11. Attribution is required when outputs are shared externally, unless otherwise waived in writing by Slingshot.

Section 9.14: Modular Sensor Family (Varda, Horus, Argus)

9.14.1 Overview

Slingshot’s Modular Sensor Family includes deployable sensing systems—Varda, Horus, and Argus—designed to provide scalable, multi-domain coverage from Low Earth Orbit (LEO) to cislunar space. These systems support Slingshot’s data collection, tracking, and situational awareness capabilities.

9.14.2 Sensor Capabilities

Each sensor type may include:

• Varda: Ground-based optical sensors optimized for daytime and high-cadence tracking

• Horus: Mobile or deployable sensors for regional coverage and rapid response

• Argus: High-resolution, long-range sensors for deep space and cislunar monitoring

9.14.3 Deployment and Access

Sensor systems may be deployed globally and configured to support Customer-specific missions or network builds. Access to sensor data is governed by the applicable Order and may include:

• Real-time or near-real-time observations

• Tasked or persistent monitoring

• Integration with Data Catalog, Beacon, or PNT-SA services

9.14.4 Use Restrictions

Customer shall not:

• Directly operate or modify sensor hardware without Slingshot’s written authorization

• Use sensor data for military or export-controlled applications unless separately licensed

• Disclose sensor specifications or performance metrics without prior written consent

9.14.5 Confidentiality and Attribution

All sensor data and system specifications are considered Slingshot Confidential Information. Attribution is required when sensor-derived outputs are shared externally, in accordance with Section 11.8.

Part IV – Commercial & Legal Terms

Section 10: Commercial Terms

10.1 Invoicing and Payment

All Fees will be paid in U.S. dollars, unless otherwise specified in an Order. Fees are invoiced as described in the Order or otherwise described by Slingshot. Unless the Order provides otherwise, all Fees are due within thirty (30) days of the invoice date. Fees for renewal subscription terms are at Slingshot’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less.

10.2 Taxes

Customer is responsible for Taxes, and all Fees are exclusive of Taxes. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Slingshot’s income tax.

10.3 Subscriptions and Renewals

Customer will pay the subscription fees set forth in an applicable Order or Addendum. Subscription fees may be invoiced annually or monthly, as specified in the applicable Order. Where applicable, subscription services will automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

Certain Orders or Addenda may reflect one-time, fixed-term, or usage-based pricing. In such cases, those services will terminate as described in the relevant Addendum unless otherwise renewed or extended in writing. Where no active services are ordered, this Agreement shall remain in effect and shall continue to govern future purchases. No Fees shall apply unless and until a new Order or Addendum is executed.

10.4 Conditional Payment Terms (Optional)

For certain low-confidence tracking engagements, the Parties may agree in writing that Customer shall only be invoiced in the event that Slingshot successfully collects and delivers tracking data. Such terms shall be set forth in a mutually executed Addendum to this Agreement.

See also: Section 9.2.

10.5 No Refunds

All Fees are non-refundable except as Slingshot may decide solely in its discretion to grant refunds, which in no event will constitute a waiver of any of Slingshot’s rights hereunder.

Section 11: Licensing, IP, and Use of Outputs

11.1 Grant of Rights to Slingshot Data.

Subject to Customer’s compliance with the terms of this Agreement, Slingshot hereby grants to Customer during the Term a non-exclusive, non-sublicensable, non-transferable license to (a) use Slingshot Data for its internal business use; and (b) use, download, and make a reasonable number of copies of the Documentation solely in connection with Customer's use of the Services.

11.2 Grant of Rights to Customer Data.

Customer hereby grants to Slingshot a non-exclusive, non-transferable license to access and use (and to permit Slingshot, its affiliates, and their respective subcontractors to access and use) Customer Data in order to: (a) provide the Services and related features and functions; and (b) derive, generate or compile Derived Data.

11.3 Ownership of IP.

As between the parties, Slingshot is and will remain the sole owner of all right, title, and interest in and to: (a) the Services, Documentation, Derived Data, and Feedback, including all Intellectual Property Rights embodied therein; (b) Slingshot’s Confidential Information; and (c) any improvements or modifications thereto. As between the parties, and except for any Customer Data in the public domain, Customer is and will remain the sole owner of all right, title, and interest in and to Customer Data.

11.4 No Implied Rights.

Nothing in this Agreement will be construed to grant either party any rights other than those expressly provided herein. Any rights granted to a party under this Agreement must be expressly provided herein, and neither party will have any implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to a party herein are reserved.

11.5 Restrictions on Use.

Unless expressly agreed otherwise in writing, Customer will not, and will not permit any third party to: (a) copy, modify, create a 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: other than as documented in the Documentation, in a 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.

11.6 No License to Underlying IP.

Derived Outputs generated using the Licensed Materials do not grant Customer any rights in the underlying Licensed Materials, except as expressly permitted in this Agreement. Customer may not extract, reverse-engineer, or use any AI-generated outputs to recreate, simulate, or infer any proprietary aspects of the Licensed Materials, including for the purpose of developing competing products, models, or services. Customer is further prohibited from using Derived Outputs to infer, reconstruct, or derive any metadata, statistical properties, or other characteristics of the underlying Slingshot Data, Services, or models.

11.7 Mixed Data Restrictions.

If Customer Data is transformed, augmented, derived from, or combined with Slingshot Data in any manner (“Mixed Data”) in connection with any Services, such Mixed Data shall be subject to the same restrictions and use limitations that apply to the original Slingshot Data under this Agreement. In particular, Mixed Data may not be used with any generative AI tools, models, or algorithms except as expressly permitted by Slingshot in writing, and is subject to all applicable conditions and approval requirements set forth herein for use of Slingshot Data with AI tools.  

11.8 Feedback and Derived Outputs.

If Customer provides Feedback, Slingshot and its Affiliates may use that Feedback without restriction and without obligation to Customer.

Nature of Derived Outputs. Customer acknowledges that any outputs generated through AI functionality via Customer-operated tools are based on statistical analysis and pattern recognition, without any true understanding of the underlying content. As such, all Derived Outputs may be inaccurate, incomplete, unexpected, unfaithful to the source material, or may contain biases or errors. Output quality is directly influenced by the quality and clarity of the inputs, prompts, or source content provided. Customer acknowledges that they are solely responsible for the accuracy, quality, and appropriateness of all inputs, instructions, or prompts used with any AI Tools; verifying and validating the accuracy and reliability of any Derived Outputs before relying on them. For the avoidance of doubt, any Derived Output created using Slingshot Data via approved AI Tools does not confer any ownership, IP rights, or redistributable rights to the Customer. Any redistribution or commercialization of these Outputs requires explicit written consent.

No License to Underlying IP. Derived Outputs generated using the Licensed Materials do not grant Customer any rights in the underlying Licensed Materials, except as expressly permitted in this Agreement. Customer may not extract, reverse-engineer, or use any AI-generated outputs to recreate, simulate, or infer any proprietary aspects of the Licensed Materials, including for the purpose of developing competing products, models, or services. Customer is further prohibited from using Derived Outputs to infer, reconstruct, or derive any metadata, statistical properties, or other characteristics of the underlying Slingshot Data or models.

Attribution Requirements: If Slingshot approves the distribution of any Derived Outputs or the Derived Outputs are considered Work Product, and such approved outputs are materially informed by Slingshot's content, models, or data, the Customer must include clear and conspicuous attribution (e.g., “Source: Seradata by Slingshot Aerospace”) in any public or external-facing deliverable, unless Slingshot has expressly waived this requirement in writing.

Attribution Flow-Down: Customer shall ensure that any recipient of Work Product, including its clients and customers, is notified that the Work Product incorporates or is derived in part from Slingshot Data and that the attribution requirements set forth above must be preserved in any further distribution, reproduction, or external communication of the Work Product or any portion thereof. Customer shall not be liable for end-user failure to comply with these requirements, provided Customer has made commercially reasonable efforts to communicate the attribution obligation to such recipients.

11.9 AI IP Ownership and Output Rights.

Intellectual Property Rights. All rights, title, and interest in and to the AI Services, including but not limited to system architecture, algorithms, behavioral models, user interface elements, and derived insights, remain the exclusive property of Slingshot. Any custom configurations or results generated using Slingshot’s AI Services remain the intellectual property of Slingshot, unless otherwise agreed to in writing.

Slingshot Ownership. Slingshot retains all rights, title, and interest in and to the AI Services, AI models, algorithms, software, tools, documentation, and all related intellectual property (“Slingshot Materials”), including improvements or derivative works thereof, regardless of whether such improvements or derivatives are based on or created in response to Customer’s Inputs or Outputs.

Customer Data License. Customer grants Slingshot and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to use, host, store, reproduce, process, transmit, modify, distribute, display, and create derivative works of Customer’s Inputs and Outputs, as necessary or useful to: (i) provide, operate, maintain, develop, enhance, or improve the Services; (ii) comply with applicable laws or regulatory obligations; and (iii) enforce this Agreement. Customer represents and warrants that its Inputs and Outputs do not infringe, misappropriate, or otherwise violate any third-party rights. Customer further acknowledges that Slingshot may derive improvements, enhancements, or learnings from Customer’s Inputs or Outputs, and that such improvements may be used to enhance Slingshot’s AI Services. Customer expressly waives any claim to ownership, compensation, or royalties in connection with such enhancements.

Outputs. As between Slingshot and Customer, Slingshot grants Customer a non-exclusive, non-transferable right to use Outputs generated in response to Customer Inputs, solely for Customer’s internal business purposes and in accordance with this Agreement. Slingshot retains all rights in the Outputs to the extent permitted by law.

Proprietary Rights Enforcement. Slingshot may take any action, in its sole discretion, to enforce its intellectual property or contractual rights relating to the Services, including suspension or termination of Customer’s access for violations.

Explainability and Limitations. AI-generated results, including insights, alerts, maneuver suggestions, or classifications, are intended to assist—not replace—human judgment. Slingshot provides explainable outputs when feasible including details on contributing factors. Customer remains solely responsible for validating and interpreting such outputs before taking any operational action. Slingshot disclaims all liability arising from reliance on AI-generated content, except as expressly provided in a separate signed agreement

11.10 IP Related Liability and Indemnification.

Customer shall be solely responsible for all uses and misuses of Licensed Materials, including any unauthorized AI processing or downstream distribution of Derived Outputs. This includes liability for violations of third-party rights, regulatory noncompliance, or reputational harm. Slingshot disclaims all liability for consequences resulting from unauthorized or negligent use of AI Tools by the Customer, its personnel, or its subcontractors.

Section 12: Indemnification

12.1 Indemnification by Slingshot

Slingshot will defend Customer from and against any third-party claim to the extent alleging that a Service, as operated by Slingshot and used by Customer in accordance with this Agreement and the applicable Order, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Slingshot resulting from the claim.

12.2 Indemnification by Customer

Customer will defend Slingshot from and against any third-party claim to the extent arising from:

(a) Customer Data, including any claim that the Customer Data infringes or misappropriates a third party’s rights or violates applicable Law;

(b) Customer’s breach of Section 4 (Customer Responsibilities);

(c) Customer’s use of AI Tools or Derived Outputs in violation of Section 7 (AI Use and Restrictions); or

(d) Customer’s unauthorized use, redistribution, or commercialization of Slingshot Data, Derived Outputs, or tracking data.

Customer will indemnify and hold harmless Slingshot against any damages and costs awarded against Slingshot (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from such claims.

12.3 Cooperation

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that:

(a) any settlement requiring the indemnified party to admit liability or to pay any amount will require that party’s prior written consent (not to be unreasonably withheld or delayed); and

(b) the indemnified party may join in the defense with its own counsel at its own expense.

12.4 Mitigation

In response to an actual or potential infringement or misappropriation claim, or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Slingshot determines necessary to avoid material liability, Slingshot may at its option:

(a) procure rights for Customer’s continued use of the applicable Service;

(b) replace or modify the allegedly infringing portion of the Service to avoid infringement or misappropriation without materially reducing its functionality; or

(c) terminate the affected Order and refund to Customer any pre-paid, unused Fees for the terminated portion of the affected Order.

12.5 Exceptions

Slingshot’s obligations under this Section do not apply to claims arising from:

(a) customer’s modification of the Services or use of the Services in combination with items not provided by Slingshot (including Third-Party Platforms);

(b) use of a version of the Services other than the most recent release made available by Slingshot;

(c) unauthorized use of the Services;

(d) Customer’s use of AI Tools or Derived Outputs in violation of Section 7 (AI Use and Restrictions);

(e) Customer’s use of tracking data or Slingshot Data in violation of Section 9.2 (Beacon);

(f) any settlement or admission made by Customer without Slingshot’s prior written consent; or

(g) Trials and Betas or other free or evaluation use.

Section 13: Representations and Warranties

Each party represents that it:

(a) has full power and authority to enter into the Agreement;

(b) will comply with all Laws applicable to its provision or use of the Services; and

(c) in the case of Customer, has obtained all necessary rights, consents, and authorizations to use any AI Tools in connection with the Services, and will comply with the requirements of Section 7 (AI Use and Restrictions).

Section 14: Disclaimers

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND SLINGSHOT AND ITS AFFILIATES:

(a) DO NOT MAKE ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT, VIRUS FREE, ERROR-FREE, OR UNINTERRUPTED USE OF THE SERVICES; AND

(b) MAKE NO REPRESENTATION OR WARRANTY ABOUT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION MADE ACCESSIBLE THROUGH THE SERVICES, INCLUDING SLINGSHOT DATA, DERIVED OUTPUTS, AI-GENERATED RESULTS, OR ANY OTHER SLINGSHOT DATA GENERATED, CREATED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.

Customer acknowledges that:

• The Services and Slingshot Data are provided for informational purposes only;

• Customer is solely responsible for validating outputs or recommendations generated through the Services.

• Slingshot makes no guarantees regarding the accuracy, availability, or completeness of space object tracking data, AI-generated outputs, or any other Slingshot Data generated, created, or otherwise made available through the Services.

See also Section 7 (AI Use and Restrictions) and Section 9.2 (Beacon)

Notwithstanding anything else in this Agreement, Slingshot provides no warranty, indemnity, or support for Trials and Betas, and its liability for Trials and Betas will not exceed fifty dollars ($50).

Section 15: Limitation of Liability

15.1. Limitation of Indirect Liability.

EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

15.2. Limitation on the Amount of Liability.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SLINGSHOT PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.

15.3. Excluded Claims.

“Excluded Claims” means: (a) Customer’s breach of this Agreement; (b) either party’s breach of Section 8 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 10 (Indemnification).

Section 16: Term and Termination

16.1 Term of Agreement

This Agreement will commence on the Effective Date and will remain in effect for an initial term of twelve (12) months (the “Initial Term”). Thereafter, it will automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

16.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon sixty (60) days’ prior written notice, provided that no active Order or Addendum is in effect at the time of termination.

16.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

(a) is in material breach of this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice of the breach;

(b) ceases operations without a successor; or

(c) becomes the subject of a bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days.

16.4 Post-Termination Obligations

Upon termination or expiration of this Agreement and all related Orders and Addenda, Customer’s rights to access and use the Services, Slingshot Data, Documentation, and any related Confidential Information will immediately cease.

Customer shall, within thirty (30) days of termination or expiration:

(a) permanently delete or destroy all Slingshot Data, Documentation, and Confidential Information in its possession or control;

(b) cease all use of any Derived Outputs, Space Object Tracking Data, or other Slingshot Data otherwise generated, created, or otherwise made available in connection with the Services, unless otherwise authorized in writing by Slingshot; and

(c) upon Slingshot’s written request, provide written certification reasonably satisfactory to Slingshot confirming such deletion or destruction.

Termination of this Agreement shall not affect any rights or obligations that accrued prior to the effective date of termination, including any payment obligations or rights to indemnification.

These provisions will remain in full force and effect in accordance with their terms.

16.5 Termination of Individual Orders or Addenda

Unless otherwise stated in the applicable Order or Addendum, either party may terminate an individual Order or Addendum in accordance with the termination rights set forth in this Agreement. Termination of an Order or Addendum will not, by itself, terminate this Agreement or any other active Orders or Addenda.

Part V – Administrative & Boilerplate

Section 17: Amendments, Assignment, Waivers

17.1. Amendments.

Except as specifically stated otherwise in the Agreement, any amendment to the Agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.

17.2. Assignment.

Neither party may assign or transfer any part of this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

17.3. Waivers and Severability.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. If any portion of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

Section 18: Relationship of the Parties

18.1. No Agency.

The parties are independent contractors, and the Agreement does not create any agency, partnership or joint venture between the parties. Unless expressly stated otherwise in this Agreement, there are no third-party beneficiaries to this Agreement.

Section 19: Force Majeure and Subcontracting

19.1 Force Majeure.

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

19.2 Subcontracting.

Slingshot may subcontract obligations under the Agreement and permit subcontractors to exercise Slingshot’s rights but will remain liable to Customer for any subcontracted obligations.

Section 20: Notices

All notices under this Agreement must be in writing. Legal notices (including those relating to breach, termination, or indemnification) must be sent to the legal department or primary point of contact of the receiving party at the address or email provided below (or as otherwise updated in writing). Notices will be deemed given: (a) when delivered by personal courier or overnight delivery service with confirmation of receipt; (b) when received if sent by U.S. mail (certified or registered); (c) when verified by automated receipt or email log if sent by email from an authorized representative. Notices to Slingshot must be sent to:

Email: legal@slingshotaerospace.com

Mailing Address: 7292 Greenridge Rd, Suite 108, Windsor, CO 80550

For operational matters, including service updates, renewal notices, or ratification of Addenda, email communications between authorized representatives of the parties shall suffice and are deemed effective upon mutual confirmation. For clarity, the governing law and venue applicable to this Agreement are set forth in Section 21.2 (Governing Law).

Section 21: Miscellaneous

21.1 Government Users.

Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited, unless otherwise agreed to in writing.

21.2 Governing Law.

This Agreement is governed by New York law, excluding that state's choice of law rules that would result in the application of the laws of another jurisdiction. For any dispute arising out of or relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in New York County, New York. Notwithstanding the foregoing, if Customer meets the criteria established in any row of the table below, the Slingshot contracting entity, governing law, and Slingshot address for notices in the corresponding row apply to the Agreement.

21.3 Survival

The termination or expiration of this Agreement will not affect any provisions that by their nature are intended to survive, including but not limited to:

• Section 2 (Definitions)

• Section 5 (General Terms)

• Section 8 (Confidentiality)

• Section 10.1 (Invoicing and Payment)

• Section 11.2 (Grant of Rights to Customer Data)

• Section 11.3 (Intellectual Property Rights)

• Section 11.5 (Restrictions on Use)

• Section 11.8 (Feedback and Derived Outputs)

• Section 11.9 (AI IP Ownership and Output Rights)

• Section 12 (Indemnification)

• Section 14 (Disclaimers)

• Section 15 (Limitation of Liability)

• Section 16.4 (Post-Termination Obligations)

• Section 20 (Notices)

• Section 21 (Miscellaneous)

These provisions will remain in full force and effect in accordance with their terms.

21.4. Waivers and Severability.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. If any portion of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

21.5 Export Control.

Customer agrees to comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer shall not provide Slingshot with any export-controlled technical data or technology (as defined in the ITAR at 22 CFR 120.10 and/or in the EAR at 15 CFR Part 772 and the Commerce Control List). Customer represents and warrants that all information and data it provides to Slingshot has been reviewed and scrubbed of any such export-controlled content prior to transmission. The Services may not be accessed, exported, or re-exported: (a) into any U.S.-embargoed countries, or (b) by or to any individual or entity on the U.S. Treasury Department’s Specially Designated Nationals List, or the U.S. Department of Commerce Denied Persons List or Entity List.

By using the Services, Customer represents and warrants that it is not located in any such country or on any such list.