Last Updated: August 7, 2026
These Debtigo Terms of Service ("Legal Terms") govern access to and use of the Debtigo platform. When a Customer executes a Statement of Work, these Legal Terms and that Statement of Work together form a single agreement (the "Agreement") between the Customer and Debtigo, Inc. ("Debtigo"). If a Statement of Work conflicts with these Legal Terms, the Statement of Work governs for that Customer. Individuals who access the Platform accept these Legal Terms through the Platform's acceptance flow, whether or not their organization has executed a Statement of Work.
Debtigo is a browser-based secure document collaboration platform for financial-services workflows, providing a Git-style document repository with scoped, permissioned, and auditable access for internal team members and external counterparties — including borrowers, lenders, investment banks, private equity firms, consultants, and other transaction participants. Debtigo's features include deal creation and management, participant and counterparty invitation workflows, secure Data Rooms with document versioning and access controls, deal communication tools, meeting scheduling, and audit and compliance reporting. Access to any given deal or Data Room is participant-based: Users see only deals to which they have been explicitly added and Content to which they have been granted access.
Debtigo is a technology platform. Debtigo is not a broker, dealer, lender, investment adviser, or placement agent, and nothing on the Platform is financial, legal, tax, or investment advice. Customers and Users are solely responsible for their own transaction decisions and for engaging their own professional advisors.
(a) Fees. Customer will pay the Fees stated in the applicable SOW. Unless the SOW says otherwise, Fees are invoiced as stated in the SOW, payable within thirty (30) days of the invoice date, non-cancelable, and non-refundable except as expressly provided in the Agreement.
(b) Late payment. Debtigo may suspend Services for amounts more than thirty (30) days past due, after written notice and a reasonable opportunity to cure. Debtigo may charge interest on past-due amounts up to the maximum rate permitted by law.
(c) Billing disputes. Customer must notify Debtigo in writing, by email to support@debtigo.com, of any disputed invoice within thirty (30) days of the invoice date, identifying the invoice and the disputed amounts. The parties will work together in good faith to resolve the dispute; undisputed amounts remain payable when due.
(d) Taxes.Fees are exclusive of Taxes. Customer is responsible for all Taxes associated with its purchases, other than taxes on Debtigo's income.
(e) Free access. Where the Platform is used without Fees (including during a pilot at no charge), all of these Legal Terms still apply.
(a) Customer Content. As between the parties, Customer retains all intellectual property rights in its Content. Customer grants Debtigo a non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, and display Content solely (i) to provide, secure, and support the Services, (ii) to create and use Services Data, and (iii) as otherwise instructed or expressly agreed by Customer. Customer is solely responsible for the accuracy, legality, and appropriateness of its Content.
(b) Debtigo property. Debtigo retains all intellectual property rights in the Platform, the Services, its software, documentation, and all improvements and derivatives of them. No rights are granted to Customer except as expressly stated in the Agreement.
(c) Feedback. Debtigo may freely use Feedback without restriction or obligation.
(d) Usage Data. Debtigo may collect and use Usage Data to operate, secure, support, and improve the Platform. Usage Data excludes Content, and Debtigo will not disclose Usage Data in any form that identifies Customer, its Users, its deals, or its Content.
(e) Services Data. Debtigo may use, collect, and create Services Data, during and after the Term, to develop, improve, support, and operate the Platform and to create and offer new products and services. Services Data is not Content and is not Confidential Information of Customer.
(a) Mutual obligation.Each party will protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care. Each party will (i) use the other party's Confidential Information only to perform under, or as permitted by, the Agreement, and (ii) limit disclosure to its and its Affiliates' employees, advisors, and contractors who need to know it and who are bound by confidentiality obligations at least as protective as this Section.
(b) Compelled disclosure.If a party is compelled by law, regulation, or legal process to disclose the other party's Confidential Information, it will, where legally permitted, give the other party prompt notice so that party may seek a protective order or other remedy at its own expense, and will disclose only what is legally required.
(c) Duration. Confidentiality obligations survive termination of the Agreement for so long as the information remains Confidential Information.
(a) Encryption and access controls. Content is encrypted at rest, and access to deals and Data Rooms is restricted on a need-to-know, participant basis with per-folder and per-file grant controls.
(b) Privacy.Debtigo's processing of personal data is described in the Debtigo Privacy Policy. Where applicable data protection law requires a data processing agreement, the parties will execute Debtigo's then-current Data Processing Addendum, which is incorporated into the Agreement once executed.
(c) Customer responsibilities. Customer is responsible for having the permissions, consents, or other legal basis required to upload Content and personal data to the Platform and to share it with the participants and AI Agents it authorizes.
Debtigo's AI model is bring-your-own-AI:
(a) Customer-connected agents.Customers may connect AI Agents to the Platform via MCP or via agent API keys. AI Agents act under the Customer's account, using AI models provided by the Customer's own Customer AI Provider under the Customer's own agreement with that provider.
(b) Debtigo does not process Content through AI. Debtigo does not use Content to train any AI model, and Debtigo does not itself submit Content to generative AI or large-language models. Any AI processing of Content occurs through the Customer AI Provider that the Customer (or a User acting for it) has chosen and connected, under the Customer's own vendor relationship — not under any agreement between Debtigo and an AI vendor.
(c) Customer responsibility for AI vendors and outputs. Customer is solely responsible for (i) its relationship and agreement with each Customer AI Provider, including confirming that the provider's terms permit the processing of deal Content and any personal data in it; (ii) all outputs generated by its AI Agents, which Debtigo does not review, verify, or warrant; and (iii) all actions its AI Agents take on the Platform, which are attributed to Customer as if taken by a human User.
(d) Scoping and audit.AI Agent access is credentialed, may be scoped to specific deals, Data Rooms, or snapshots, and is audit-logged. Debtigo may suspend an AI Agent's access immediately if it reasonably believes the agent's activity threatens the security or integrity of the Platform or violates the Agreement.
(e) No mandatory AI. Use of AI Agents is optional. No Debtigo feature requires Customer to permit AI processing of its Content.
Customer will, and will ensure its Users and AI Agents:
Customer is responsible for the acts and omissions of its Users and AI Agents as if they were Customer's own.
The Platform may interoperate with software, integrations, or services not provided by Debtigo, including AI Agents, Customer AI Providers, and other customer-connected tools ("Third-Party Applications"). Debtigo does not control, warrant, or support Third-Party Applications and is not responsible for their acts, omissions, security, or data practices, including any disclosure, modification, or deletion of Content resulting from their use. Customer's use of a Third-Party Application is governed by Customer's agreement with its provider. Debtigo may cease supporting interoperation with a Third-Party Application where reasonably necessary, and will use reasonable efforts to give notice of any such change that materially affects Customer.
(a) Mutual warranties. Each party warrants that it has the power and authority to enter into the Agreement and that the Agreement is a valid and binding obligation, and that it will comply with laws applicable to it in performing under the Agreement.
(b) Debtigo warranty.Debtigo warrants that the Services will be provided in a professional and workmanlike manner. Customer's exclusive remedy for breach of this warranty is re-performance of the affected Services or, if Debtigo cannot re-perform within a reasonable time, termination of the affected SOW and a refund of prepaid, unused Fees for the affected Services.
(c) Disclaimer.EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. DEBTIGO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND DOES NOT PROVIDE ANY SERVICE-LEVEL OR AVAILABILITY GUARANTEE UNDER THESE LEGAL TERMS. INFORMATION ON THE PLATFORM (INCLUDING OUTPUTS OF CUSTOMER-CONNECTED AI AGENTS) IS NOT FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE AND MUST NOT BE RELIED ON AS SUCH.
(a) Term.The Agreement is effective from Customer's acceptance of these Legal Terms or the effective date of the first SOW, whichever is earlier, and continues until terminated as provided here or in the SOW.
(b) Termination for cause. Either party may terminate the Agreement or an affected SOW on written notice if the other party (i) materially breaches the Agreement and fails to cure within thirty (30) days of written notice (or the breach is incapable of cure), or (ii) ceases business, becomes insolvent, or is subject to bankruptcy, receivership, or a general assignment for the benefit of creditors.
(c) Suspension. Debtigo may suspend access (including access by a specific User or AI Agent) where reasonably necessary to prevent harm to the Platform, other customers, or the security or integrity of Content, or where required by law. Debtigo will use reasonable efforts to notify Customer before or promptly after suspension and to limit the suspension in scope and duration.
(d) Content return and deletion — 30-day window. For thirty (30) days after termination or expiration of the Agreement, Customer may export or download its Content using the Platform's export and download features, and Debtigo will provide reasonable assistance if those features are insufficient. After that thirty (30) day window, Debtigo will delete Customer's Content from its active systems within sixty (60) days, and will confirm deletion in writing on Customer's request. Content in encrypted backups made in the ordinary course is deleted on Debtigo's standard backup rotation schedule and remains protected by Section 5 (Confidentiality) and Section 6 (Data Protection and Security) until deleted. Debtigo may retain audit and activity logs as required for legal and compliance purposes.
(e) Survival. Sections 1, 3 (for amounts accrued), 4, 5, 6, 10(c), 11(d), 11(e), 12, 13, and 14 survive termination.
Customer will defend, indemnify, and hold harmless Debtigo and its officers, directors, and employees from and against third-party claims, and resulting damages, costs, and reasonable attorneys' fees, to the extent arising from (i) Content, including any claim that Content infringes or misappropriates a third party's rights or was uploaded or shared without a sufficient legal basis; (ii) Customer's or its Users' or AI Agents' use of the Platform in violation of the Agreement or applicable law; or (iii) Customer's relationship with any Customer AI Provider or other Third-Party Application provider, including claims arising from AI outputs. Debtigo will give Customer prompt notice of any such claim, reasonable cooperation (at Customer's expense), and sole control of the defense and settlement, provided no settlement imposes obligations on Debtigo without its consent.
(a) Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Aggregate cap.TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DEBTIGO UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
(c) Exceptions.The limitations in this Section 13 do not apply to (i) Customer's obligation to pay Fees; (ii) a party's fraud or willful misconduct; or (iii) Customer's indemnification obligations under Section 12.
(a) Governing law and venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue there.
(b) Export and sanctions. Customer represents that neither it nor any of its Users is located in, organized in, or a resident of a country or region subject to comprehensive U.S. sanctions, or listed on any U.S. government restricted-party list, and Customer will not permit access to the Platform in violation of U.S. export control or sanctions laws.
(c) Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws in connection with the Agreement.
(d) Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate and resume performance.
(e) Assignment.Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign it, on notice, to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
(f) Notices.Legal notices must be in writing and delivered by a method providing proof of delivery; notice to Debtigo goes to legal@debtigo.com. Debtigo may provide operational notices through the Platform or by email to the Customer's administrators.
(g) Publicity.Debtigo will not identify Customer as a customer, or use Customer's name or logo, without Customer's prior written consent.
(h) Independent parties; no third-party beneficiaries. The parties are independent contractors. The Agreement creates no third-party beneficiary rights.
(i) No waiver; severability. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect.
(j) Entire agreement; order of precedence. The Agreement (these Legal Terms, each SOW, and any executed Data Processing Addendum) is the entire agreement between the parties about its subject matter and supersedes prior or contemporaneous agreements and understandings. Terms in a Customer purchase order or similar form do not modify the Agreement.
(k) Changes to these Legal Terms.Debtigo may update these Legal Terms from time to time. Debtigo will notify Customers of material changes by email or through the Platform, and material changes will not apply to an in-flight SOW term without Customer's agreement. Continued use of the Platform after the effective date of updated Legal Terms constitutes acceptance for use outside an in-flight SOW.
If you have any questions about these Terms of Service, please contact us at: legal@debtigo.com