Rillet | Master Services Agreement

Rillet Master Services Agreement

Last updated: July 30, 2026

BACKGROUND

Rillet has developed an AI-native enterprise resource planning tool built for modern finance, as further described in the Order (as defined below) (the “Rillet Platform”). The Rillet Platform includes any updates that are made generally available by Rillet to other customers of the Rillet Platform at no additional charge during the Term (as defined below), but expressly excludes any modules that are made available by Rillet for an additional charge. Rillet and Customer have entered into the Order Form attached hereto (the “Order”) and, from time to time hereafter, Customer and Rillet may enter into additional Order Forms that expressly reference, and are governed by, this Master Services Agreement (“Future Orders”) pursuant to which Customer will purchase rights to access and use certain features of the Rillet Platform, as detailed in the applicable Order. This Master Services Agreement is incorporated by reference into the Order to create this Agreement and will be incorporated by reference into each Future Order to create separate future agreements for the rights and services described in the applicable Future Order, in each case to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing.

  1. ACCESS TO PLATFORM
    1. Rillet Platform. During the Term, Rillet will use commercially reasonable efforts to make the Rillet Platform available to Customer via the Internet pursuant to this Agreement. Subject to the terms and conditions of this Agreement, Rillet hereby grants Customer a limited, nonexclusive, nontransferable (except as set forth in Section 10), non-sublicensable right to access and use the Rillet Platform during the Term solely for Customer’s internal business purposes.
    2. Restrictions and Responsibilities. Customer will not use the Rillet Platform for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Rillet Platform; (b) modify, translate, or create derivative works based on the Rillet Platform; (c) use the Rillet Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Rillet Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like...
    3. License to Customer Data. Customer hereby grants to Rillet a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and service providers of Rillet), non-transferable (except as set forth in Section 10) right and license to (a) copy, distribute, display and otherwise use the data, information and other content input, submitted, transmitted or uploaded by Customer into or via the Rillet Platform, including through Third Party Services (as defined below) and (b) Output (as defined below) (collectively, the “Customer Data”) solely to provide the Rillet Platform and otherwise perform Rillet’s obligations under this Agreement. Each party will comply with its obligations under the Data Processing Addendum set forth as Exhibit B.
    4. Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to Rillet with respect to the Rillet Platform or Evaluation Services (as defined below). Rillet will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Rillet a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).

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  1. CONFIDENTIALITY
    1. Definition of Confidential information. “Confidential Information” means, subject to the exceptions set forth in Section 6.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 6.2 hereof.
    2. Exceptions to Confidential Information. Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.
    3. Use and Disclosure of Confidential Information. The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement.

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