Effective date: August 17, 2026
This End User License Agreement (the "Agreement") is a binding contract between SigmaPointPi Inc., a Delaware corporation ("SigmaPointPi", "SPP", "we", "us", or "our"), and the legal entity or individual that accepts it ("Customer", "you", or "your").
This Agreement governs your license to, and use of, SigmaPointPi software, hosted platforms, application programming interfaces, software development kits, models, documentation, and related updates that we make available under an Order Form, a master services agreement, a click-through acceptance, or by issuing credentials to you (collectively, the "Licensed Materials"). The public marketing website at sigmapointpi.com is also subject to our Terms of Service. Information we process is described in our Privacy Policy. This Agreement is supplemented by our Risk Disclosure and Compliance Statement.
You accept this Agreement by (a) executing an Order Form that references it, (b) clicking to accept it, (c) accessing app.sigmapointpi.com or any other environment we designate for production, pilot, or sandbox use, or (d) installing, copying, or otherwise using any Licensed Materials. If you accept on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you must not access or use the Licensed Materials.
SigmaPointPi Inc. operates software platforms for financial operating systems, treasury, payments, corporate card, ledger, reconciliation, forecasting, tax orchestration, natural-language query, agent runtime, and multi-domain intelligence. SigmaPointPi is not a bank, credit union, money transmitter, registered broker-dealer, investment adviser, commodity trading advisor, commodity pool operator, swap dealer, futures commission merchant, or insured depository institution, and does not accept customer deposits, execute trades, or provide investment advisory services.
If you have a separately executed written agreement with SigmaPointPi covering the same subject matter, the following order of precedence applies, from highest to lowest: (1) an executed Order Form or statement of work, including any expressly identified product schedule; (2) an executed master services agreement, data processing addendum, or business associate agreement; (3) this Agreement; (4) the Terms of Service; and (5) website descriptions, roadmaps, and marketing materials. Website descriptions do not expand the license or create a service-level commitment.
If you have no executed Order Form, this Agreement and the Terms of Service together govern your use of any Licensed Materials we make available to you, including evaluation access.
Subject to this Agreement, the applicable Order Form, and timely payment of fees, SigmaPointPi grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the subscription term, to:
The license is for the products named on the Order Form. Those products may include Sigma, AI Agent Runtime, Embedded Banking, Ledger Systems, Reconciliation, Tax Orchestration, Forecasting & Risk, NLQ Banking, Corporate Card, SPPOS, Polisentrix, BioInt, Noetarchon, and any other module we expressly identify in writing. Features not listed on the Order Form are not licensed.
No implied licenses are granted. All rights not expressly granted are reserved by SigmaPointPi and its licensors.
Customer shall not, and shall not permit any third party to:
Hosted Licensed Materials are provided from environments we operate or that our infrastructure providers operate on our behalf, including the client portal at app.sigmapointpi.com. We may provide production, pilot, and sandbox environments. Data in sandbox or pilot environments is not production-grade, may be reset, and must not be treated as a system of record unless an Order Form states otherwise.
Customer is responsible for the confidentiality of credentials, API keys, signing secrets, and multi-factor devices, and for all activity under Customer's accounts. Customer shall notify us promptly at spp@sigmapointpi.com of any suspected compromise. We may rotate credentials, restrict an account, or require re-authentication when we reasonably believe security or legal risk requires it.
Service availability, maintenance, and incident communication may be published at spp.statuspage.io. Status information is operational notice. It is not a warranty and does not create credits unless an executed Order Form states a service level.
Customer shall limit access to Authorized Users who have a need to know and who are bound by confidentiality and acceptable-use obligations no less protective than this Agreement. Customer shall maintain an accurate record of Authorized Users and promptly revoke access when an individual leaves or no longer requires access.
Customer remains responsible for Authorized Users' acts and omissions, including any instruction submitted through Sigma, NLQ Banking, agent workflows, payment initiation screens, card controls, or API calls. An action taken with valid Customer credentials or a Customer-approved policy gate is Customer's action for purposes of this Agreement.
As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants SigmaPointPi a limited license to host, process, transmit, display, and create backups of Customer Data solely to provide the Licensed Materials, prevent or address service or security issues, and comply with law.
Customer represents that it has all rights, notices, and consents required to submit Customer Data, including personal information, financial account data, tax identifiers, employee data, client-matter data, and any data obtained from Partner Institutions. Customer is the controller (or equivalent) of personal information in Customer Data. SigmaPointPi processes that information as a processor (or equivalent) to the extent a data-protection law applies, except where we process a subset as an independent controller as described in the Privacy Policy (for example account administration or security).
Where a data processing addendum, business associate agreement, or similar instrument is required for Customer's use case, it must be executed in writing before Customer submits the regulated data. This Agreement does not itself constitute a HIPAA business associate agreement, a GLBA servicing contract, or a government authorization to process classified or controlled unclassified information.
Upon termination, we will make Customer Data available for export in a then-supported format for thirty (30) days after a written request, unless law requires earlier deletion or longer retention. After that period we will delete or de-identify Customer Data from active systems, except copies retained in encrypted backups until overwritten in the ordinary cycle, or records we must keep to meet legal, audit, or dispute-preservation duties.
We may use Usage Data to operate, secure, and improve the Licensed Materials. We do not sell Customer Data.
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, account credentials, security architecture, model design, pricing, and the terms of an Order Form. Confidential Information does not include information that is or becomes public through no fault of the recipient, was already lawfully known, is independently developed, or is rightfully received from a third party without duty of confidentiality.
The recipient shall use Confidential Information only to perform this Agreement, protect it with at least the same care it uses for its own similar information (and no less than reasonable care), and disclose it only to personnel and professional advisers who need it and are bound to protect it. Disclosure may be made if required by law, regulation, or legal process, provided the recipient gives prior notice where legally permitted and cooperates reasonably in seeking a protective order.
The duties in this Section survive for three (3) years after termination, and indefinitely for trade secrets and for Customer Data for so long as we retain it.
Customer is solely responsible for determining whether its use of the Licensed Materials is lawful in each jurisdiction in which Customer operates, and for obtaining and maintaining all licenses, registrations, exemptions, and internal approvals that apply to Customer. That includes, as applicable to Customer and not to SigmaPointPi as a software vendor:
Outputs of the Licensed Materials, including forecasts, reconciliations, tax calculations, agent proposals, and natural-language answers, are software results for Customer's review. They are not legal, tax, accounting, audit, investment, or fiduciary advice, and they do not replace Customer's officers, accountants, counsel, or registered advisers. SigmaPointPi is not Customer's auditor, tax return preparer, municipal adviser, or ERISA fiduciary.
Customer shall not use the Licensed Materials to evade a regulatory requirement, to create a false books-and-records entry, or to originate a payment, filing, or disclosure that Customer is not authorized to make. We may suspend access if we reasonably believe continued use would cause us or a Partner Institution to violate law.
Embedded banking, payments, card issuing, FBO or for-benefit-of account structures, ACH, wire, SEPA, SWIFT, and similar rails, where enabled, are provided through Partner Institutions. Funds, if any, are held by those institutions under their own account agreements, not by SigmaPointPi. Availability of a rail depends on the Partner Institution, Customer's eligibility, KYC and KYB results, network rules, and applicable law.
Customer authorizes SigmaPointPi to transmit instructions and data to Partner Institutions as directed by Customer or an Authorized User, including through policy-gated agent workflows. A Partner Institution may refuse, delay, reverse, or return a transaction. SigmaPointPi is not a party to Customer's deposit, card, or credit agreement with a Partner Institution and is not responsible for that institution's acts, omissions, fees, or failure to settle.
Customer shall maintain accurate beneficiary details, authorization records, and dual-control or approval settings it configures. Payment instructions submitted through the Licensed Materials are Customer's authorized instructions once they pass the controls Customer has enabled. Sigma's design principle that an agent does not move money alone does not transfer responsibility to SigmaPointPi; Customer must configure and enforce the gates it requires.
Card products, virtual issuance, spend limits, and merchant controls, where offered, remain subject to card-network rules and the issuer or program manager. SigmaPointPi does not extend credit unless a separate written credit agreement says so.
Certain Licensed Materials, including Sigma, AI Agent Runtime, NLQ Banking, Forecasting & Risk, and research platforms, use statistical models, retrieval, and automated workflows. Outputs may be incomplete, outdated, or incorrect. Customer shall independently review material outputs before relying on them for posting, payment, filing, public disclosure, or a decision that could affect a third party.
Customer shall not represent an output as a guarantee of future performance, as an audit opinion, or as advice of SigmaPointPi. Customer shall not use outputs to place orders in a securities or commodities market through SigmaPointPi, and SigmaPointPi does not accept such orders.
Customer shall not use the Licensed Materials to seek or exploit material non-public information in violation of law, or to manipulate a market. Customer is responsible for its insider-trading, MNPI, and information-barrier policies.
We may change model versions, prompts, or routing to maintain security, quality, or legal compliance. We do not warrant that a model will produce the same result on the same input over time.
We implement technical, organizational, and administrative safeguards designed to protect Customer Data against unauthorized access, use, or disclosure, consistent with the sensitivity of financial-operations software. No method of transmission or storage is completely secure. Customer is responsible for securing its own networks, endpoint devices, identity provider, and any self-hosted components.
The Licensed Materials may generate audit logs, approval trails, and immutable or append-only ledger records. Those records are provided to help Customer meet its own books-and-records, exam, and internal-control duties. Customer is responsible for exporting and retaining records for the periods required of Customer. We retain operational logs for security and reliability for a period we determine, unless a longer period is required by law or an executed Order Form.
Upon written request, and subject to confidentiality, we will describe our then-current security practices relevant to Customer's deployment. We do not represent in this Agreement that a particular certification, examination, or attestation report is in effect. If an Order Form requires a specific report, that Order Form controls.
Customer shall promptly notify us of any security incident in Customer's environment that may affect the Licensed Materials or a Partner Institution connection.
Customer shall use the Licensed Materials only for lawful internal business purposes and in accordance with the Documentation. Customer shall not:
We may investigate suspected violations and may cooperate with Partner Institutions, card networks, law enforcement, and regulators.
The Licensed Materials may include or interoperate with third-party software, open-source components, market-data feeds, OCR providers, cloud infrastructure, identity providers, and Partner Institution APIs. Third-party terms govern those components. Open-source licenses that accompany a component control with respect to that component and may grant Customer additional rights that this Agreement cannot restrict.
We are not responsible for third-party websites, data quality, or Partner Institution downtime. If a third-party dependency is withdrawn or becomes unlawful to use, we may suspend the affected feature and will use commercially reasonable efforts to notify Customer and identify a workaround or substitute where one exists.
If we grant evaluation, sandbox, or pilot access, the license is solely to assess fitness for Customer's internal purposes, for the period we specify (or thirty (30) days if none is specified). Evaluation use is provided "as is", without indemnities or service levels, and may not be used for production payment initiation, production tax filing, or as Customer's system of record. Either party may end an evaluation at any time. Evaluation Customer Data may be deleted when the evaluation ends.
SigmaPointPi and its licensors own the SigmaPointPi Technology. Customer owns Customer Data. If Customer provides feedback, suggestions, or proposed workflows, Customer grants SigmaPointPi a perpetual, irrevocable, worldwide, royalty-free license to use that feedback without restriction, and Customer hereby assigns to SigmaPointPi any intellectual property rights in such feedback to the maximum extent permitted by law.
Customer shall not file a patent, copyright, or similar application that claims SigmaPointPi Technology. If an Authorized User invents an improvement that cannot be practiced without the Licensed Materials, Customer shall assign that improvement to SigmaPointPi upon request, except to the extent it is solely Customer Data or Customer's pre-existing technology.
Fees, usage metrics, and payment terms are stated on the Order Form. Unless the Order Form says otherwise, fees are due within thirty (30) days of invoice, are non-cancellable and non-refundable, and are exclusive of taxes. Customer is responsible for sales, use, VAT, GST, and similar taxes, other than taxes on SigmaPointPi's net income.
Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. We may suspend Licensed Materials for non-payment after notice. We may adjust fees for a renewal term by written notice at least thirty (30) days before the renewal date.
Each party represents that it has the legal power to enter this Agreement. Customer represents that the information it provides for onboarding, KYC, KYB, and tax configuration is accurate and complete, and that it will keep that information current.
SigmaPointPi warrants that, during a paid subscription term, the hosted Licensed Materials will perform in material respects in accordance with the Documentation. Customer's exclusive remedy for a breach of this warranty is, at our option, re-performance or a credit of the fees paid for the non-conforming portion for the period of non-conformance. This warranty does not apply to evaluation use, to issues caused by Customer Data, Customer systems, or Partner Institutions, or to use outside the Documentation.
Except for the foregoing, and to the maximum extent permitted by law, the Licensed Materials are provided "as is" and "as available." SigmaPointPi disclaims all other warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Licensed Materials will be uninterrupted, error-free, or free of harmful components, or that they will meet Customer's legal, accounting, or filing obligations.
Customer shall defend, indemnify, and hold harmless SigmaPointPi and its officers, directors, employees, and agents from and against claims, damages, losses, and reasonable attorneys' fees arising out of or related to: (a) Customer Data; (b) Customer's or an Authorized User's use of the Licensed Materials in violation of this Agreement or law; (c) Customer's instructions to a Partner Institution; (d) a payment, filing, disclosure, or posting made with Customer's credentials or approval; or (e) Customer's failure to obtain a required consent, license, or authorization.
SigmaPointPi shall defend Customer against a third-party claim that the SigmaPointPi Technology, as provided by us and used in accordance with this Agreement, directly infringes a United States patent, copyright, or trademark, and shall pay damages and costs finally awarded against Customer, or agreed in a settlement we approve. We have no obligation for claims arising from Customer Data, combinations with items we did not supply, modifications we did not make, or use after we notify Customer to stop because of an infringement claim. If such a claim is made or threatened, we may procure the right to continue use, modify the Licensed Materials, or terminate the affected portion and refund prepaid unused fees for that portion. This Section 20 states our exclusive liability for intellectual-property infringement.
The indemnified party shall give prompt written notice, allow the indemnifying party to control the defense and settlement (provided no settlement imposes an admission or unindemnified obligation on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenues, lost data, or loss of goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages, and whether the theory is contract, tort, or otherwise.
Except for (a) Customer's payment obligations, (b) a party's infringement or misappropriation of the other party's intellectual property, (c) Customer's indemnification obligations, or (d) a party's fraud or willful misconduct, each party's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Customer to SigmaPointPi for the Licensed Materials giving rise to the claim during the twelve (12) months before the first event giving rise to liability. If Customer has paid no fees, that cap is one hundred United States dollars (USD 100).
The foregoing does not limit liability that cannot be limited under applicable law. The parties agree that the fees reflect this allocation of risk.
This Agreement begins on the earlier of acceptance or first use and continues for the subscription term on the Order Form, or until evaluation access ends. Subscriptions renew as stated on the Order Form or, if silent, for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the then-current term ends.
Either party may terminate if the other party materially breaches and fails to cure within thirty (30) days after written notice (ten (10) days for non-payment). We may suspend or terminate immediately if we reasonably believe Customer's use presents a material security, fraud, sanctions, or legal risk to SigmaPointPi, a Partner Institution, a payment network, or another customer, or if Customer becomes insolvent or begins bankruptcy or similar proceedings.
Upon termination, the license ends and Customer shall cease use and, if we request, certify deletion of Licensed Software in Customer's possession. Sections that by their nature should survive, including 5, 8 through 13, 17 through 21, 23, 25, 26, and 27, survive termination.
The Licensed Materials may be subject to United States export-control and sanctions laws, including the Export Administration Regulations and the programs administered by the Office of Foreign Assets Control. Customer shall not export, re-export, or provide access to the Licensed Materials, or use them for the benefit of, any person, entity, or government that is designated on a U.S. restricted-party list, located in a comprehensively sanctioned jurisdiction, or otherwise prohibited. Customer represents that it is not such a person and is not owned or controlled by one.
Customer shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 where applicable, and other anti-bribery laws. Customer shall not use the Licensed Materials to offer, promise, or accept a bribe or improper advantage.
Customer shall provide information we reasonably request to screen against restricted-party lists and to meet Partner Institution or legal requirements. We may suspend access if screening cannot be completed or if a match cannot be resolved.
The Licensed Materials are "commercial computer software" and "commercial computer software documentation" developed at private expense. If acquired by or on behalf of a U.S. Government civilian agency, use, reproduction, and disclosure are subject to this Agreement as provided in FAR 12.212. If acquired by or on behalf of the U.S. Department of Defense, use, reproduction, and disclosure are subject to this Agreement as provided in DFARS 227.7202. No government technical data rights or source-code rights are provided except as expressly stated in a separately executed agreement.
This Agreement and any dispute arising out of or relating to it or the Licensed Materials are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict-of-law rules, and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
The state and federal courts located in the Commonwealth of Massachusetts have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Nothing in this Agreement limits a right that cannot be waived under mandatory law in Customer's jurisdiction.
This Agreement, together with the Order Form and any executed addenda identified in Section 2, is the entire agreement on its subject matter and supersedes prior or contemporaneous negotiations on that subject. A waiver must be in writing. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder remains in effect.
Customer may not assign this Agreement without our prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee is not a competitor of SigmaPointPi and is not a restricted party under Section 23. SigmaPointPi may assign this Agreement to an Affiliate or in connection with a merger, financing, or sale of assets. Any attempted assignment in violation of this paragraph is void.
We may use subcontractors and infrastructure providers, and we remain responsible for their performance under this Agreement. There are no third-party beneficiaries, except Partner Institutions to the extent a payment-network or bank rule requires it, and indemnified persons under Section 20.
We are not liable for delay or failure caused by events beyond our reasonable control, including acts of God, war, terrorism, labor dispute, utility or internet failure, denial-of-service attack, or failure of a Partner Institution or governmental authority.
We may update this Agreement from time to time. For Customers on a then-current paid term, a material change applies on the next renewal unless the parties agree otherwise in writing, except that changes required by law, a Partner Institution, or a security issue may apply on the date we specify in notice. For evaluation users and website-only access, continued use after the updated effective date is acceptance. The effective date appears at the top of this page.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, or agency relationship, and neither party may bind the other.
Notices under this Agreement must be in writing. Email notice is effective on the next business day after sending if no bounce is received. Legal notices to SigmaPointPi must be sent to spp@sigmapointpi.com, attention Legal.
Questions about this Agreement, license compliance, or legal notices:
SigmaPointPi Inc.
Attn: Legal
Email: spp@sigmapointpi.com
Phone: +1 (413) 428-5439