Terms of Use

1. Agreement to these terms

These Terms of Use (“Terms”) are an agreement between you and Sightline Technologies Inc. (“Sightline,” “we,” “us,” or “our”) concerning your access to the Substrate website, beta application process, and any closed-beta product or managed service we make available under these Terms (collectively, the “Services”).

By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services. Our Privacy Notice explains how we handle personal data and is incorporated by reference only to the extent applicable law permits.

A beta participation agreement, order form, data processing addendum, statement of work, or other written agreement signed by us may contain additional or different terms. If there is a conflict, the signed agreement controls for its subject matter. Consumer use is not currently intended.

2. Eligibility and organizational authority

You must be at least 18 years of age and legally capable of entering a binding agreement to use the Services. If you use the Services for an organization, you represent that you are authorized to bind that organization, and “you” includes that organization.

You may not use the Services if doing so would violate applicable law, an obligation to another person, sanctions or export-control restrictions, or an instruction from your organization. We may request information reasonably needed to verify identity, authority, eligibility, or the proposed beta scope.

3. The Services and closed-beta status

Substrate is an adaptive application intended to maintain qualified, source-aware context about people, organizations, relationships, commitments, and other durable entities from authorized signals. Current beta modes include organizational memory for selected GTM workflows and a managed founder experience that may produce a selective briefing about people, commitments, and material change.

Product descriptions, demonstrations, examples, interface concepts, and API examples may be illustrative. Unless we expressly state otherwise in a signed agreement, they are not warranties, service levels, or commitments to deliver a future feature. Synthetic demonstrations are not customer evidence.

4. Accounts, credentials, and access

If account access is provided, you must supply accurate information, maintain the confidentiality of credentials, use reasonable safeguards, and promptly notify us of suspected unauthorized access. Accounts are personal to the authorized user unless we approve a different arrangement. You are responsible for activity under your account to the extent permitted by law.

You may access only the engagement, data, sources, entities, and features we or an authorized administrator make available to you. Memory retrieval scope does not itself grant authority to take external action or to access a source system. You must independently comply with the permissions and controls of connected systems.

5. Acceptable use

You must not, and must not help another person to:

• use the Services or outputs unlawfully, deceptively, discriminatorily, or to violate privacy, publicity, employment, intellectual-property, confidentiality, or other rights;
• submit or connect data you are not authorized to use for the agreed purpose;
• use Substrate for covert surveillance, stalking, harassment, manipulation, social scoring, sensitive-trait profiling, or to claim psychological certainty about a person;
• make a consequential decision about employment, housing, credit, insurance, education, healthcare, legal services, or access to an essential service solely on the basis of a Substrate output;
• treat inferred, uncertain, conflicted, or generated context as verified fact without appropriate review;
• attempt to bypass scope controls, access restrictions, rate limits, or security measures;
• probe, scan, test, or exploit a vulnerability except under our written authorization or an applicable published security-reporting policy;
• introduce malware, destructive code, unlawful content, or material that interferes with the Services or another user;
• reverse engineer, decompile, copy, scrape, or derive source code, models, non-public data structures, or underlying components except where a restriction is prohibited by law;
• use the Services to build a competing product from non-public functionality, documentation, or outputs, or to benchmark them for publication without written permission;
• misrepresent output provenance, remove notices, or imply that an output was reviewed or endorsed when it was not; or
• resell, sublicense, or provide access to the Services unless we agree in writing.

6. Customer, participant, and organizational data

“Customer Data” means data, content, instructions, source connections, and materials that you or an organization makes available to the Services, together with application records generated from that data for the authorized engagement. As between the parties, you retain the rights you have in Customer Data. You grant us a limited right to host, copy, transmit, transform, derive, display, and otherwise process Customer Data only as needed to provide, secure, support, and administer the Services and as otherwise stated in the applicable agreement.

You represent and warrant that:

• you have all rights, permissions, notices, and lawful bases necessary to provide Customer Data and instruct us to process it;
• your instructions and intended use comply with applicable law, source-system terms, and your obligations to individuals and organizations; and
• you will not provide regulated, highly sensitive, or specially protected data unless we expressly approve it in a signed agreement with appropriate safeguards.

Source support varies by beta. Connecting a source does not transfer ownership of that source or expand your rights in its contents. You are responsible for source-system configuration, authorization, accuracy, and continued permission.

We will not use one organization’s Customer Data to populate another organization’s memory. Rights to use beta data to improve generalized systems, models, quality methods, or evaluations must be expressly addressed in the signed beta agreement; these Terms alone do not grant an unrestricted right to train on Customer Data.

7. Adaptive application outputs and human review

The Services may resolve entities, qualify context, distinguish facts from hypotheses or directions, retain provenance, surface conflicts, retrieve bounded context, and generate summaries, suggestions, or briefings. These processes may use probabilistic systems and can produce incomplete, outdated, ambiguous, or incorrect results.

You are responsible for evaluating whether an output is suitable for your use, reviewing relevant evidence and uncertainty, correcting errors where tools are available, and applying appropriate human judgment. An output is not legal, financial, medical, employment, or other professional advice. It is not a complete profile of a person and must not be represented as mind reading or psychological certainty.

Substrate memory does not authorize an agent or user to send a message, change a record, make a commitment, or take another external action. You remain responsible for approvals, decisions, communications, and actions taken using the Services or outputs.

8. Confidentiality

During a beta, each party may receive non-public information that is identified as confidential or should reasonably be understood as confidential, including product designs, security information, business plans, Customer Data, and beta findings (“Confidential Information”). The receiving party will use Confidential Information only for the relationship, protect it with reasonable care, and disclose it only to personnel and advisers who need to know and are bound by appropriate obligations.

Confidential Information does not include information the receiving party can document was lawfully known without restriction, independently developed without use of the information, rightfully received from another source, or made public without breach. A legally compelled recipient may disclose required information after providing notice when legally permitted and reasonable assistance at the disclosing party’s expense.

A signed nondisclosure or beta agreement may replace or supplement this section, and controls for its subject matter where the two conflict.

9. Intellectual property

Sightline and its licensors own the Services, software, product design, documentation, site content, trademarks, and underlying technology, including improvements and derivative works, excluding Customer Data and third-party materials. Subject to these Terms and any signed agreement, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services during the authorized beta solely for internal evaluation or the agreed purpose.

No rights are granted by implication. “Substrate,” Sightline names and marks, and associated branding may not be used without prior written permission. You must preserve proprietary notices.

10. Feedback and beta collaboration

You may provide ideas, corrections, suggestions, evaluations, or other feedback about the Services. Unless a signed agreement says otherwise, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or attribution, provided that we do not publicly identify you or disclose your Confidential Information without permission.

You are not required to provide feedback. Do not include third-party confidential information or grant rights you do not have.

11. Third-party services and sources

The Services may interoperate with third-party infrastructure and authorized sources. Current website dependencies may include Neon for hosted database infrastructure, Resend for email delivery, and PostHog for configured site analytics. Connected source systems and other providers vary by beta.

Third-party services are governed by their own terms and may change, suspend, or discontinue functionality. We are not responsible for third-party services outside our control. You authorize us to exchange data with a connected service as reasonably necessary to provide the requested integration, subject to the applicable agreement and Privacy Notice.

12. Fees, taxes, and beta consideration

Any fees, credits, expenses, payment terms, or no-charge evaluation period will be stated in a separate written agreement. Unless that agreement says otherwise, you are responsible for applicable taxes other than taxes on our net income. Website access and submission of a beta application do not create a right to free or paid access.

13. Suspension, changes, and termination

We may limit or suspend access when reasonably necessary to address a security issue, legal requirement, material breach, harmful use, risk to another person or the Services, provider outage, or the managed nature of the beta. Where practicable, we will provide notice and an opportunity to cure.

Either party may end participation as permitted by the applicable written agreement. If no separate agreement applies, you may stop using the Services at any time, and we may end or change beta access on reasonable notice when practicable. On termination, access rights end. Provisions that by their nature should survive—including confidentiality, ownership, feedback, disclaimers, liability, dispute, and general provisions—will survive.

Customer Data return, export, deletion, and retention will follow the signed agreement and our Privacy Notice. Beta participants should not rely on the Services as the sole repository for required records.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SITE, BETA FEATURES, CONTENT, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIGHTLINE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, secure, error-free, complete, or compatible with every source; that memory or outputs will be accurate, current, or suitable for a decision; that defects will be corrected; or that any planned feature, connector, result, or availability date will be delivered. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, or lost or corrupted data, whether in contract, tort or otherwise, and whether or not advised of the possibility of such damages. Each party's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid to Sightline Technologies Inc. for the Service in the twelve months preceding the event giving rise to the claim, or (b) one hundred United States dollars (US$100). Because the closed beta is provided free of charge, clause (b) is expected to apply. Nothing in this section limits liability for gross negligence, willful misconduct or fraud, or any liability that cannot be limited under applicable law.

The allocation of risk in this section is a fundamental basis of the bargain between the parties and applies even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you. Where a signed beta agreement sets a different allocation, that agreement controls for its subject matter.

16. Indemnity

You will defend, indemnify and hold harmless Sightline Technologies Inc. and its officers, directors, employees and agents from and against any third-party claim, demand, loss, liability or expense (including reasonable attorneys' fees) arising out of or relating to (a) content, signals or data you submit to or connect with the Service, (b) your use of the Service in violation of these Terms or applicable law, or (c) your representation that you hold the rights and authorizations necessary to connect a given source. We will notify you promptly of any such claim, give you sole control of its defense and settlement — provided that any settlement imposing a non-monetary obligation on us requires our prior written consent — and provide reasonable cooperation at your expense.

This section does not apply to the extent a claim arises from our own gross negligence, willful misconduct, or infringement of a third party’s intellectual property by the Services as we supplied them.

17. Governing law and dispute process

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, United States, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties submit any such dispute to the state and federal courts located in New Castle County, Delaware, to whose exclusive jurisdiction and venue both parties consent. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before filing a claim, each party agrees to attempt in good faith to resolve the dispute informally by contacting the other using the details in Section 19 and allowing thirty days to respond. These Terms do not require arbitration and do not waive any right to a jury trial or to participate in a class proceeding.

18. General terms

Changes. We may update these Terms prospectively. We will post the revised version and update the effective date. If required, we will provide additional notice. Continued use after the effective date constitutes acceptance only to the extent permitted by law.

Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, subject to applicable law and any signed agreement.

Notices. We may provide notices through the Services or using contact information associated with your relationship. Formal legal notices to us must be sent to the contact in Section 19.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations, to the extent this allocation is permitted by law.

Relationship. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. No third party is a beneficiary unless a signed agreement expressly says otherwise.

Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue. A waiver must be explicit and does not waive a later breach.

Entire agreement and interpretation. These Terms and any applicable signed agreement are the entire agreement concerning their subject matter and replace prior discussions on that subject. Headings are for convenience. “Including” means “including without limitation.” Electronic communications and signatures may be used where lawful.