DistillerSR Subscription Terms

Notice to Existing Customers and Users: We have updated our DistillerSR Subscription Terms. For any Customer and Users subject to the previous version (v.3.5) of these terms, this note shall stand as prior notice of these changes which will become effective as of November 29, 2025. For any existing Customers and Users whose Subscriptions are subject to an executed MSA or equivalent executed contract, this Notice to Existing Customers and User is prior notice that these DSR Subscription Terms shall replace any previously signed Master Subscription Agreement or equivalent executed contract, as of the date of signature on the associated Proposal. If you are accessing the Service(s) through a Subscription procured through an authorized third-party reseller, these DSR Subscription Terms shall not apply and the Terms of Service accessible via the login page, shall govern.

Version 3.6 l October 29, 2025

Table of Contents

1. Definitions | 2. Service(s) | 3. Use of the Service(s) | 4. Fees & Payment | 5. Proprietary Rights | 6. Privacy Rights | 7. Confidentiality | 8. Warranties & Disclaimers | 9. Indemnification | 10. Limitation of Liability | 11. Termination | 12. General Provisions | 13. Force Majeure Events

STANDARD TERMS AND CONDITIONS:

By executing a Proposal and accessing the Service(s), you have entered into a legally binding contract with DistillerSR Inc. (“Vendor” or “we”/“our”) for access to and use of the Service(s), and you are agreeing, individually and/or on behalf of the company/entity whose information you provided during the registration process, or within a Proposal (“User” or “You”), to be bound by the Agreement (as defined below), including the terms set out herein.

These DSR Subscription Terms (defined below), as amended from time to time, sets forth the terms and conditions which govern your subscription and purchase of, access to, and use of, the Service(s) (defined below). To use the Service(s), you must agree to be bound by the Agreement as a whole, including the terms of these DSR Subscription Terms.

If you are executing the Proposal and/or accessing and using the Service(s) on behalf of a business, corporation, government agency, university, or other entity or organization (“Entity”), you represent and warrant that you: (i) have the authority to legally bind such Entity; and (ii) that you are duly authorized to enter into the Agreement on behalf of such Entity. In that event, all references to “Customer” and “you” in the Agreement shall be a reference to either (1) you as an individual User (if signing on your own behalf); or (2) the Entity on whose behalf you are subscribing to, accessing, and using the Service(s).

The Parties expressly agree that the terms and conditions of the Agreement, including the relevant Proposal cannot be amended, supplemented or varied by any terms and conditions contained in or provided with any Customer transaction document (for example, a Customer purchase order) or any other communication between the Parties, regardless of what would otherwise be the outcome under applicable law (including the common law and any statutes or pieces of legislation (for example, the Uniform Commercial Code)) or rules of construction (for example, later-in-time, general vs. specific). Each Party expressly rejects any such different or additional terms or conditions and agrees that any such terms shall be void and of no force or effect (excluding Proposal).

1. Definitions.

“Acceptable Use Policy” means the policy linked hereto outlining instructions for proper use of the Platform Service(s) as well as many prohibited activities which Customer is responsible for ensuring all Users comply with prior to accessing the Platform Service(s). For greater certainty, no User will be permitted to access the Platform Service(s) unless they agree to the Acceptable Use Policy.

“Agreement” means the Proposal, these DSR Subscription Terms, the Acceptable Use Policy, the Privacy Statement, an executed Data Protection Addendum (“DPA”) and SOWs, and all referenced documents within an applicable Proposal that combine to form the entire agreement between the Parties, subject to Section 12.10.

“AI” means artificial intelligence.

“AI Classifier” means an individual artificial intelligence tool that can be built and deployed using the AI Classifier Manager to automatically label references, identify key elements in research papers, or serve as a second reviewer with human-in-the-loop validation.

“AI Classifier Manager” means the module that manages AI-based screening, categorization, and workload assignment for literature reviews.

“API Integrations” means application programming interfaces and related connectors provided by Vendor to enable delivery of or access to Platform Service(s) data from or to third-party systems.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the Parties or the subject matter of the Agreement.

“Change Order” means a written amendment to a Proposal or SOW executed by the Parties that modifies the scope, deliverables, assumptions, schedule, resources, or fees for Support Service(s), Professional Services and/or Managed Services.

“Claims” has the meaning set out in Section 9.1.

“Confidential Information” has the meaning set out in Section 7.1.

“Customer” means the customer accepting the Agreement and identified within the applicable Proposal, including the Entity on whose behalf such customer has entered into the Agreement.

“Customer Agent” means a person identified in any Proposal(s) who represents Customer and who is authorized to make commitments and decisions on behalf of the Customer regarding the performance of the Agreement.

“Customer Data” means all electronic data or information (i) uploaded by the Customer’s Users in the process of using the Platform Service(s); (ii) calculated and populated in form(s) by the Platform Service(s) as part of the Customer created workflow following the uploading of such electronic data and/or information; (iii) created as a result of additional inputs by the Customer’s Users in the process of using the Platform Service(s); and/or, (iv) generated by the Platform Service(s) in the form of output data (i.e. reports) received by the Customer any content, reports, or outputs generated by DistillerSR Agentic AI, but does not mean output formats, layouts or features that are intrinsic to the Platform Service(s). For greater certainty, Customer Data shall not include anonymized and aggregated data, including but not limited to usage, performance, or analytic data, and metadata, or data that breaches the Vendor’s Acceptable Use Policy or these DSR Subscription Terms.

“Disclosing Party” has the meaning set out in Section 7.1.

“DistillerSR Agentic AI” means the Vendor’s AI-enabled capability that combines expertly curated and validated literature evidence with advanced artificial intelligence to provide grounded, organization-wide insights, reports, and configurable automation within the Platform Service(s). DistillerSR Agentic AI is designed to support reliable, reproducible, and traceable evidence management and literature review processes

“DSR Subscription Terms” means these DistillerSR Subscription Terms.

“Force Majeure Event” has the meaning set out in Section 13.1.

“Indemnified Party” has the meaning set out in Section 9.1.

“Indemnifying Party” has the meaning set out in Section 9.1.

“Intellectual Property Rights” or “Intellectual Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright (including moral rights or rights of droit morale), trademark, tradename, trade secret, database protection, industrial design, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“LitConnect” means the module that enables automated import and updating of new literature references from third-party data providers.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Managed Services” means the dedicated expert services provided by Vendor to manage Customer’s account, configuration, workflows, and optimization needs, as specified in the applicable Proposal or SOW. Managed Services are ongoing or recurring managed services and are distinct from the Professional Services and Support Service(s).

“MSA” means a signed master subscription agreement, or equivalent negotiated contract, between the Parties, but shall not include a hyperlinked MSA  which has been replaced with these DSR Subscription Terms.

“Party” or “Parties” means either the Customer or the Vendor, or a combination of both.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, personal data does not include information that is anonymized or aggregated.

“Platform Service(s)” means the Vendor’s Software-as-a-Service platform and related web-based software applications (including DistillerSR®, CuratorCR®, Smart Evidence Extraction, LitConnect, AI Classifier Manager, API Integrations, and any other software applications made available by Vendor), including associated offline components, updates, and enhancements, provided on a subscription basis.

“Privacy Laws” has the meaning set out in Section 6.2.

“Process” and similar terms mean any operation or set of operations which are performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Prohibited Personal Data” has the meaning set out in Section 6.2.

“Professional Services” means implementation, configuration, training, consulting, and other project-based services provided by Vendor to Customer as specified in the applicable Proposal or SOW. Professional Services are distinct from the Platform Service(s), Managed Services, and Support Service(s).

“Proposal” means an ordering document generated by the Vendor and accepted by Customer that specifies Customer’s purchases of Service(s), including Platform Service(s), Managed Services, and/or Professional Services, and any applicable pricing and terms. A Proposal may reference or incorporate one or more Statements of Work. Proposals may also be casually referred to as, order forms, quotes, or work orders.

“Receiving Party” has the meaning set out in Section 7.1.

“SaaS” means “Software as a Service”.

“Service(s)” means, collectively, the Platform Service(s), Managed Services, Professional Services, Support Service(s), and any other services provided by Vendor to the Customer, in each case as described in one or more Proposals and, if applicable, the corresponding SOW(s).

Smart Evidence Extraction” (SEE): means the DistillerSR GenAI-enabled module designed to assist users with data extraction, review, and auditability using AI-generated suggestions and evidence linking.

“Software” means the Vendor’s web-based software applications, libraries, utilities, tools, or other computer or program code, in object (binary) or source-code form, and related documentation, made available as part of the Platform Service(s). For greater certainty, such software is accessed by the Customer’s Users through the Internet or other remote means (such as websites and “cloud-based” applications), and Users do not download any software as part of the Customer’s subscription for Platform Service(s).

“Statement of Work” or “SOW” means a mutually executed document that describes the scope, tasks, deliverables, milestones, timeline, assumptions, fees, and other terms for Professional Services and/or Managed Services. Each SOW is governed by and incorporated into the Agreement and, unless expressly stated otherwise, is subject to and controlled by these DSR Subscription Terms.

“Subscription Term” means the period of time during which Customer is entitled to access and use the Platform Service(s) as specified in the applicable Proposal, commencing on the start date set out therein and continuing until the end date set out therein, unless earlier terminated in accordance with the Agreement. Subscription Terms may be extended or renewed at the prices and on the terms then in effect at the time of such extension or renewal, as set out in the applicable Proposal.

“Support Service(s)” means the support and maintenance services provided or to be provided by the Vendor to the Customer in relation to the Platform Service(s) ), including technical support, incident response, error correction, and updates and upgrades made generally available, in each case as described in the Agreement or applicable Proposal, but excluding Professional Services and Managed Services unless expressly stated otherwise in the applicable Proposal or SOW.

“Taxes” has the meaning set out in Section 4.5.

“Term” means the term of the Agreement, which commences on the Effective Date and continues until (a) all subscriptions to the Platform Service(s) granted in accordance with the Agreement have expired or been terminated and (b) all SOW(s) have been completed or terminated, unless earlier terminated in accordance with the Agreement.

“User Guide” means the online user guide for the Platform Service(s), as updated from time to time.

“Users” means individuals who are authorized by Customer to use the Platform Service(s), for whom subscriptions to the Platform Service(s) have been purchased, and who have been supplied user identifications and passwords by Customer (or by Vendor at Customer’s request). Users may include employees, consultants, contractors and agents of Customer or its affiliates.

“Vendor” means DistillerSR Inc., a company amalgamated under the laws of Canada, having its principal place of business at 505 March Rd, Suite 450, Ottawa, ON, Canada K2K 3A4.

“Work Product” means any deliverables, documentation, configurations, customizations, scripts, integrations, code, reports, training materials, or other materials created by Vendor specifically for Customer in the performance of Professional Services and/or Managed Services, but excluding Vendor’s pre-existing intellectual property, methodologies, tools, know-how, and any general skills or knowledge developed or acquired by Vendor.

2. Service(s).

2.1 Provision of Platform Service(s). Vendor shall make the Platform Service(s) available to Customer and its Users pursuant to the applicable Proposal(s) during the Term. For greater certainty, by purchasing a subscription for the Platform Service(s), the Customer is purchasing the right to access and use the Platform Service(s) in accordance with the terms of the Agreement. The subscription is for the number of simultaneous users authorized in the applicable Proposal, with each subscription authorizing one user to use the Platform Service(s). For example, in a five-user concurrent use subscription, after five users are logged on to the program, the sixth user is prohibited until one of the first five logs out. The Platform Service(s) may include, at Customer’s option, access to DistillerSR Agentic AI, which enables the generation of validated summaries, reports, insights, and workflow automations, grounded in peer-reviewed literature evidence curated by the Customer and/or Vendor, as further described in the applicable Proposal. Customer agrees that its purchase of subscriptions is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Vendor with respect to future functionality or features. For clarity, Professional Services and Managed Services are distinct from the Platform Service(s) and, if purchased, shall be provided as set out in the applicable Proposal or SOW.

2.2 AI and Automation Modules; DistillerSR Agentic AI, Customer acknowledges and agrees that modules powered by artificial intelligence or automated data processing (including, but not limited to, Smart Evidence Extraction, AI Classifier Manager, and LitConnect) are intended to assist Users and are provided “as is” and “as available” without any warranties of accuracy or fitness for a particular purpose, and are not guaranteed to operate without error. Vendor does not warrant the accuracy, completeness, legality, or appropriateness of any output or suggestions from these modules, and Customer remains responsible for all decisions or actions based thereon. Customer acknowledges that the accuracy and proper functionality of the AI Classifiers is dependent on the quality of the training set, or any other datasets that Customer or Users may employ when using the AI Classifiers, and Vendor shall not be responsible if the results generated by the AI Classifiers are inaccurate or contain errors. DistillerSR Agentic AI is engineered to generate outputs (including summaries, reports, and insights) rooted in validated and peer-reviewed literature evidence accessible or provided by the Customer. Vendor does not warrant that any generated output will be free from error or suitable for any specific regulatory or decision-making use. The effectiveness and accuracy of outputs are dependent on the completeness, configuration, and quality of the underlying data, as well as Customer input and review. Customer remains responsible for conducting appropriate diligence, validation, and approval prior to any reliance on such outputs. Customer acknowledges and agrees that final responsibility for ensuring the accuracy and compliance of any information submitted to regulators or third parties remains solely with the Customer, including appropriate assessment, validation, and approval by qualified personnel.

2.3 Third Party Data/Integrations. Modules dependent on third-party data sources or integrations (including LitConnect and API Integrations) are subject to the availability, accuracy, or reliability of such sources and to Vendor’s or Customer’s compliance, as applicable, with all third-party license terms. Vendor is not responsible for data loss, errors, or unavailability resulting from third-party actions, outages, or failures to provide timely data.

2.4 Additional Users. Unless otherwise specified in the applicable Proposal, User subscriptions are for a designated number of concurrent Users of the Platform Service(s) and cannot be shared or used by more than the designated number of concurrent Users. Unless specified in the applicable Proposal, (i) the term of the additional User subscriptions shall be coterminous with the expiration of the Subscription Term in effect at the time the additional Users are added; and (ii) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions, prorated for the remainder of the Subscription Term in effect at the time the additional Users are added.

2.5 Renewal. User subscriptions may be renewed upon mutual written agreement of the Parties, unless either Party: (a) gives the other written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term; or (b) terminates such subscriptions in accordance with Section 11.

3. Use of the Service(s).

3.1 Vendor Responsibilities. Vendor shall: (i) maintain the integrity of the Platform Service(s); (ii) provide certain Support Services to Customer’s Users, at no additional charge as more fully described in the applicable Proposal (additional support services may be purchased from Vendor for a fee and shall be specified in the applicable Proposal(s)); and (iii) use commercially reasonable efforts to make the Platform Service(s) available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime, of which Vendor will use commercially reasonable efforts to limit, and Vendor will provide Customer with at least thirty-six (36) hours’ notice of scheduled outages, via the Platform Service(s); (b) any unavailability caused by a Force Majeure Event as outlined in Section 13; (c) any computer, telecommunications, Internet service provider, third party data sources/integrations or hosting facility failures or delays involving hardware, software or power systems not within Vendor’s possession or reasonable control; or (d) security breaches or denial of service attacks of Customer systems or to the extent caused by Customer Data.

3.2 Vendor Maintenance of Projects. All Customer projects will be automatically updated (along with Customer Data) to the most recent version of the Platform Service(s), at no extra charge to the Customer, provided that the Customer’s Subscriptions and account are current, and all payment obligations have been fulfilled. Customer acknowledges that Vendor shall have no obligation to maintain or update any projects, active or inactive, if Customer’s Subscription has lapsed or expired, or Customer’s payment obligations have not been fulfilled.

3.3 Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with the Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use the Platform Service(s) in compliance with the User Guide and Use Guidelines described in Section 3.5; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform Service(s), and notify Vendor promptly of any such unauthorized access or use; (iv) ensure that it and its Users agree to and comply with the Acceptable Use Policy before and while accessing the Platform Service(s); (v) comply with all Applicable Laws in using and uploading Customer Data to the Platform Service(s); (vi) for Professional Services and Managed Services, provide timely access to necessary systems, environments, data, and personnel as reasonably required for Vendor to perform such services; (vii) ensure that permissioned users are authorized to access DistillerSR Agentic AI outputs and for the appropriate storage, disclosure, and downstream use of any generated materials, in accordance with applicable law and internal policies; (viii) review, accept, or reject deliverables within the timeframes specified in the applicable Proposal or SOW; and (ix) provide timely decisions and feedback reasonably necessary to avoid material delays to the Service(s).

3.4 Customer Maintenance of Projects. Customer acknowledges that Platform Service(s) includes permission controls, security protocols, and copyright considerations, ensuring Customer’s ability to set permissible access and use on an organization-wide basis. Customer acknowledges where the Customer’s Subscriptions have lapsed or expired for more than one (1) year, Vendor cannot and does not guarantee the forward compatibility of prior projects in the event that the Customer desires to resubscribe and continue such prior project. If Customer requires their project or data to be compatible with all future releases and updates to the Platform Service(s), Customer is responsible for ensuring that their account remains current and all payment obligations are fulfilled.

3.5 Use Guidelines. Customer shall use the Platform Service(s) solely for its internal business purposes as contemplated by the Agreement and ensure it and its Users use the Platform Service(s) in compliance with the Acceptable Use Policy.

3.6 Publicity. Neither Party shall issue press releases or otherwise publicize the Parties’ relationship relating to the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Vendor may use and/or otherwise display Customer’s name and logo on its website, sales, marketing, and training collateral. If Customer does not want Vendor to use or otherwise display Customer’s name and/or logo, Customer may opt-out by emailing Vendor at logo@distillerSR.com with the subject line “Opt-Out of Publicity Terms,” in which case Vendor shall note your preference in your account in accordance with Section 12.11 – Opt-Out Terms.

3.7 Professional Services, Managed Services and Support Service(s). Where specified in an applicable Proposal or SOW, Vendor shall provide Professional Services, Managed Services and/or Support Service(s) to Customer. Such Service(s) are distinct from the Platform Service(s) and shall be performed by qualified Vendor personnel in accordance with the specifications set forth in the applicable Proposal or SOW. Vendor personnel may access Customer Data solely as necessary to perform such services and only in accordance with the confidentiality and data protection obligations in the Agreement. Customer acknowledges that such services may require Customer cooperation, including timely provision of information, access to systems, and availability of Customer personnel.

3.8 Change Order Management. Either Party may request changes to the scope, timeline, or deliverables of Professional Services, Managed Services or Support Service(s) by submitting a written change request describing the proposed change and its impact on cost, schedule, and resources. Within five (5) business days of receiving a change request (or as otherwise agreed), Vendor shall provide a written change order detailing: (i) the nature and scope of the proposed change; (ii) the impact on project timeline and milestones; (iii) additional costs or cost savings; (iv) resource requirements; and (v) any dependencies or risks. No change shall be implemented without Customer’s written approval of the change order, after which the applicable Proposal or SOW shall be deemed amended accordingly. Vendor may suspend work on affected deliverables pending Customer’s approval. In urgent situations materially impacting service delivery or security, Vendor may implement necessary changes immediately but must notify Customer within twenty-four (24) hours and submit a formal change request within three (3) business days.

3.9 Resource Allocation and Management. Vendor shall assign qualified personnel with appropriate skills and experience to perform Professional Services and Managed Services. Key personnel may be identified in the applicable Proposal or SOW where material to service delivery. Vendor may substitute assigned personnel provided that: (i) replacement personnel possess substantially equivalent qualifications and experience; (ii) Customer is given at least ten (10) business days’ prior written notice of non-emergency substitutions; and (iii) reasonable transition time is provided to ensure continuity, with any additional onboarding costs borne by Vendor. If key personnel become unavailable due to circumstances beyond Vendor’s reasonable control, Vendor shall promptly notify Customer and propose qualified replacements for Customer’s review. Vendor shall promptly notify Customer of any capacity constraints that may materially impact service delivery. The applicable Proposal or SOW shall specify whether resources are dedicated or shared across engagements.

3.10 Knowledge Transfer and Documentation. Vendor shall maintain and provide documentation reasonably necessary to use, operate, and maintain the Work Product and configurations implemented during the engagement, including configuration records, process workflows, training materials, and technical specifications. For engagements exceeding ninety (90) days or as specified in the applicable Proposal or SOW, Vendor shall conduct reasonable knowledge transfer sessions to designated Customer personnel. Documentation shall be provided in commonly accessible formats, be version-controlled, and delivered in draft and final forms. Upon completion or termination of the applicable Proposal or SOW, Vendor shall provide reasonable transition assistance for up to sixty (60) days as specified in the applicable Proposal or SOW.

3.11 Project Governance and Communication. For Professional Services engagements, Vendor shall assign a project manager responsible for coordination, scheduling, risk management, and quality oversight. Vendor shall provide regular status reports at intervals specified in the applicable Proposal or SOW, including progress against milestones, resource availability, identified risks, approved changes, and upcoming activities. The Parties shall establish escalation procedures in the applicable Proposal or SOW for timely resolution of issues that materially impact delivery, scope, or schedule.

4. Fees & Payment.

4.1 Fees. Customer shall pay all fees specified in the applicable Proposal or SOW. Except as otherwise provided in the applicable Proposal or SOW, all fees are quoted and payable in the currency as specified in the applicable Proposal or SOW. Except as otherwise specified in Section 11 herein, under the applicable Proposal: (i) fees are based on Platform Service(s) purchased and not actual usage; (ii) payment obligations are non-cancelable; (iii) fees paid are non-refundable; and (iv) the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated in the applicable Proposal or SOW. Fees for subscriptions purchased in the middle of a monthly period will be charged for that monthly period in full and going forward based on the number of monthly periods remaining in the Subscription Term. Unless otherwise specified, Professional Services are billed on a time-and-materials basis at Vendor’s then-current rates, and Managed Services are billed as set forth in the applicable Proposal or SOW (which may be subscription-style or time-and-materials). Customer shall reimburse Vendor for reasonable, pre-approved travel and out-of-pocket expenses incurred in connection with such services.

4.2 Invoicing & Payment. Fees for the Platform Service(s) and Support Service(s) will be invoiced in advance and otherwise in accordance with the applicable Proposal. Unless otherwise specified in the Proposal or SOW, Vendor may invoice for Professional Services and Managed Services monthly in arrears or upon completion of milestones as set forth in the applicable Proposal or SOW or as otherwise agreed by the parties. Unless otherwise stated in the applicable Proposal or SOW, charges are due net thirty (30) days from the invoice date. Customer is responsible for maintaining complete and accurate contact and billing information on the Service(s). Approved change orders under Section 3.8 shall be invoiced separately or incorporated into the next regular invoice as specified in the applicable change order. Time-sensitive change orders may be invoiced upon completion. Customer shall pay change order invoices in accordance with the payment terms specified in the applicable Proposal or SOW.

4.3 Overdue Payments. Vendor reserves the right to apply late charges, at the maximum rate
permitted by law, to any overdue payment (excluding any invoices under reasonable and good faith dispute).

4.4 Suspension of Service(s) Suspensions may occur if Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute) or in the event of a violation of the Agreement. Vendor reserves the right to suspend the Service(s) provided to Customer, without liability to Vendor, until such amounts are paid in full or violation is resolved. Customer shall remain responsible for all fees during any suspension period. Vendor shall ensure Customer is provided with at least fourteen (14) days’ prior written notice of any overdue account before any suspension of Service(s).

4.5 Taxes. Unless otherwise stated, Vendor’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Vendor’s net income or property. If Vendor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights.

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Vendor reserves all rights, title and interest in and to the Service(s), including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. As between the Parties, and upon payment of all amounts due for the applicable services, Customer shall own all right, title, and interest in and to the Work Product created by Vendor specifically for Customer in the performance of Professional Services and/or Managed Services and expressly identified as deliverables in the applicable Proposal or SOW.

5.2 Restrictions. Customer shall not, and shall not permit any Users and/or third parties to, (i) modify, copy or create derivative works based on the Platform Service(s); (ii) frame or mirror any content forming part of the Platform Service(s), other than for its own internal business purposes (unless such purposes include (A) building a product or service that competes with Vendor’s products or Service(s), or (B) copying any ideas, features, functions or graphics of the Platform Service(s)); (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the Platform Service(s) or its source code, in whole or in part; (iv) access the Platform Service(s) or grant a third party direct or indirect access to the Platform Service(s) for purposes of (A) building a product or service that competes with Vendor’s products or Service(s), or (B) copying any ideas, features, functions or graphics of the Platform Service(s); or (v) except as permitted hereunder, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform Service(s) or any content, features, or functionality available to any third party who has not been authorized by the Customer under the terms of this Agreement. Customer shall be responsible and liable for the actions of any User, including for any instances of infringement of Intellectual Property Rights.

5.3 Customer Data. As between Vendor and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under the Agreement. Vendor shall not access Customer’s User accounts, including Customer Data, except: (i) where permitted by account administrators, (ii) to evaluate system usage, performance or capacity, (iii) to respond to service requirements or technical problems (including support and development, Support Service(s), Managed Services, and Professional Services as required and requested by Customer), (iv) to respond if a suspected breach of the Agreement has occurred, or (v) at Customer’s request, in each case limited to what is necessary to perform the applicable purpose and subject to the confidentiality obligations herein and applicable Privacy Laws. Notwithstanding the foregoing, Vendor may use aggregated and anonymized Customer Data combined with techniques to enhance compliance with applicable Privacy Laws for purposes of improving its sService(s), conducting research, and generating analytics, and may use Customer Data for other purposes with the express written agreement or consent of the Customer.

5.4 Representation. Customer represents that Customer has all necessary copyright and other legal rights to Customer Data, including all rights necessary for the purpose of using the Platform Service(s). Customer also represents that Customer is not infringing or violating any third party’s rights by uploading the Customer Data or using the Customer Data through the Platform Service(s).

5.5 Suggestions. Vendor shall have a royalty free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, or incorporate into the Platform Service(s) or any other Vendor products or Service(s) any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Platform Service(s) and the provision of the Service(s).

6. Privacy Rights.

6.1 Collection of Personal Data by Vendor. Customer acknowledges that Vendor collects limited Personal Data from Customer and Customer’s Users in accordance with the purposes set out in Vendor’s Privacy Statement, which forms part of and is incorporated by reference to the Agreement, which includes the collection of Personal Data for the maintenance of Vendor’s audit trail as required to maintain regulatory compliance. If Vendor’s use (whether directly or indirectly) of the Personal Data collected pursuant to Vendor’s Privacy Statement is contrary to any applicable privacy laws, including all provincial, state, federal, and international laws, regulations, and national government agency orders and decrees (“Privacy Laws”), or contrary to any of the restrictions set forth in the Agreement, Customer shall have the right to: (a) terminate the Agreement for cause if such breach has not been cured within five (5) days of receipt by Vendor of written notice, and (b) pursue any other legal and equitable remedies.

6.2 Prohibition on Uploading of Personal Data. Notwithstanding the foregoing, Customer acknowledges and agrees that the uploading of any Personal Data, including personal health information (“Prohibited Personal Data”) is prohibited by Vendor, and Customer shall ensure that Customer’s Users do not upload any data or information that may be considered Prohibited Personal Data. Any uploading of such Prohibited Personal Data to Vendor’s Platform Service(s) shall be deemed a violation of these DSR Subscription Terms and considered a material breach of the Agreement. Customer shall indemnify and hold Vendor harmless from any claims, damages, or losses arising from Customer’s or its Users’ uploading of data in violation of any applicable Privacy Laws. Customer shall not use the AI or automation modules to process or upload Prohibited Personal Data or for any use not expressly permitted in the Agreement. Use of API Integrations may not interfere with service integrity or Vendor security policies. For clarity, Personal Data (including author’s names and business contact information on published medical journals/articles) that has been published and is uploaded by Customer in the normal course of using the Platform Service(s) shall not be deemed to be Prohibited Personal Data under the Agreement.

6.3 Sharing or Selling of Personal Data. The Parties hereby warrant and represent that no Personal Data will be shared with any third parties except as required to provide the Service(s), by the Agreement, or applicable law. Both Parties agree that no Personal Data will be sold to any third parties under any circumstances.

6.4 Transfer & Storage of Customer Data. Customer acknowledges and agrees that all Customer Data and any Personal Data collected pursuant to Vendor’s Privacy Statement is hosted by Amazon AWS and is stored and processed in their US East-1 data centre, in Canada, or (if applicable) on Vendor’s EU instance located on Amazon AWS’ EU West-1 data centre. Customer represents and warrants that Customer has obtained any and all rights and/or consent required from its Users and any other individuals or data subjects from whom Personal Data was collected, and has made such Users, individuals, and/or data subjects aware of the fact that their data may be transferred across international borders, including Canadian, United States, and international borders, and will be stored in either the United States or, if applicable, in the Republic of Ireland. Customer hereby consents and agrees to the transfer of Customer Data across international borders, and the storage of Customer Data in the United States of America, Canada, and/or the Republic of Ireland (if applicable) and expressly instructs such transfer.

7. Confidentiality.

7.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Agreement (including any pricing, amended, excluded or additional negotiated contract terms reflected in schedules, exhibits, or addendums to the Agreement), the Customer Data, the Service(s), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party including the standard forms of Agreement available through Vendor’s webpage; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission. For clarity, Vendor may use, and may permit its personnel to access, Customer Confidential Information (including Customer Data) solely as necessary to perform the Service(s) under the Agreement and any applicable Proposal or SOW, and subject to the confidentiality obligations herein.

7.3 Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1 Warranties. Each Party represents and warrants that it has the legal power to enter into and be bound by the terms of the Agreement and any Proposal(s). Customer represents and warrants that it has obtained all necessary rights and consents from its Customers, Users, data subjects, and/or copyright holders to upload the Customer Data to the Platform Service(s). Vendor represents and warrants that (i) it will provide the Platform Service(s) in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Platform Service(s) shall perform materially in accordance with the then-current User Guide; (iii) the functionality of the Platform Service(s) will not be materially decreased during the Term; (iv) the Platform Service(s) will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (v) it owns or otherwise has sufficient rights in the Service(s) to grant to Customer the rights to use the Service(s) granted herein; and (vi) the Service(s) does not infringe any Intellectual Property Rights of any third party. Vendor further warrants that any Professional Services and Managed Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and the applicable Proposal or SOW; Customer’s exclusive remedy for breach of this services warranty shall be re-performance of the non-conforming Professional Services or Managed Services at no additional charge. Customer represents and warrants that it is not currently listed as a restricted party on any of the following countries’, or regulatory authorities, lists of sanctions, embargos, debarred, or restricted parties: Canada, United States, European Union (“EU”), United Nations (“UN”), U.S. Federal Drug Administration (“FDA”), or any other regulatory authority lists. Vendor reserves the right to prohibit and/or suspend access to Platform Service(s) to any entity or individual from a sanctioned or embargoed country or restrict access or use of the Platform Service(s) to any restricted party based on any of the above-mentioned countries’ governments or regulatory authorities list. Customer is solely responsible for obtaining any necessary export license or other approval to transfer Customer Data in connection with its use of the Platform Service(s).

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITH RESPECT TO THE USE OF THE SERVICE(S), VENDOR MAKES NO EXPRESS OR IMPLIED WARRANTY THAT THE SERVICE(S) ARE OR WILL BE ENTIRELY SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF PROGRAM LIMITATIONS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL BREACHES RESULTING FROM ITS OR ITS USERS’ ACCESS TO THE SERVICE(S) FROM AN UNSECURE PLACE OR NETWORK, OR FROM A JURISDICTION THAT MONITORS NATIONAL INTERNET USE.

9. Indemnification.

9.1 Mutual Indemnification. To the extent permitted by Applicable Law, subject to the Agreement, each Party (“Indemnifying Party”) shall defend, indemnify, and hold the other Party (“Indemnified Party”) harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Indemnified Party by an arm’s length third party alleging that, (i) in the case of Vendor, the Service(s), use of the Service(s) or (ii) in the case of Customer, Customer Data uploaded to the Platform Service(s), each as contemplated hereunder infringes the Intellectual Property or privacy rights of such third party, provided that the Indemnified Party: (a) promptly gives written notice of the Claim to Indemnifying Party; (b) gives Indemnifying Party sole control of the defense and settlement of the Claim, provided that Indemnifying Party may not settle or defend any Claim unless it unconditionally releases Indemnified Party of all liability; and (c) provides reasonable assistance to Indemnifying Party, at Indemnifying Party’s cost.

9.2 Exclusions. Indemnifying Party’s obligation to indemnify the Indemnified Party pursuant to Section 9.1 shall not apply where (a) Indemnified Party has breached any material obligations under the Agreement, in whole or in part, including any schedules, exhibits, addenda, or attachments thereto; (b) Indemnified Party has violated any Applicable Law; (c) Indemnified Party has acted or failed to act, willfully or negligently, in any manner that contributed to the events leading to the Claim, (d) Indemnified Party’s Users have uploaded or inputted Malicious Code, prohibited Personal Data, or electronic data or information without such third party’s authorization or permission, or (e) Indemnified Party’s Users have used or disclosed of DistillerSR Agentic AI-generated content in a manner contrary to these DSR Subscription Terms, Applicable Laws, or industry standards.

9.3 . Adjustment. The Parties agree that the amount of the Claim for which Indemnifying Party is obligated to indemnify Indemnified Party shall be reduced by the proportionate amount by which an adjudicator of fact finds Indemnified Party to have contributed to or caused the Claim, or that is the basis of an indemnity obligation of Indemnified Party.

10. Limitation of Liability.

10.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER AMOUNT OF FIVE HUNDRED THOUSAND CANADIAN DOLLARS (CAD $500,000.00) OR TWO TIMES THE TOTAL AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER UNDER THE RELEVANT PROPOSAL(S) OR SOW(S) WHICH GAVE RISE TO LIABILITY.

10.2 Exclusion of Consequential and Related Damages. EXCEPT FOR CLAIMS RELATED TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, VENDOR SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT FOR ANY REGULATORY NON-COMPLIANCE, ADVERSE FINDING, OR THIRD-PARTY CLAIM ARISING FROM CUSTOMER’S RELIANCE ON, OR DISSEMINATION OF, AGENTIC AI OUTPUTS WITHOUT SUFFICIENT VALIDATION OR REVIEW BY CUSTOMER.

10.3 Exclusions. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO DAMAGES ARISING FROM: (i) A PARTY’S OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY; (ii) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS, (iii) ARISING FROM A PARTY’S GROSS NEGLIGENCE, ORINTENTIONAL OR WILLFUL MISCONDUCT, (iv) A VIOLATION OF ANY APPLICABLE LAW, OR (v) VENDOR’S FAILURE TO PERFORM SERVICE(S) IN ACCORDANCE WITH AN APPLICABLE PROPOSAL OR SOW WHERE SUCH FAILURE RESULTS FROM VENDOR’S GROSS NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT.

11. Termination.

11.1 Termination for Cause. A Party may terminate the Agreement for cause: (i) upon 30 days written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period; (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iii) in the case of Vendor, immediately without liability if Vendor determines, or reasonably believes in its sole and absolute discretion that Customer, a User, and/or a third party that has been granted access to the Platform Service(s) has violated the restrictions set forth in Section 5.2 herein or is otherwise suspected of developing a competing product or Service(s). Upon any termination for cause by Customer, Vendor shall refund Customer any prepaid fees covering the remainder of the Subscription Term after the date of termination. If Vendor terminates the Agreement for cause pursuant to Section 11.1(iii), Customer shall not be entitled to any refund of any prepaid fees covering the remainder of the Subscription Term after the date of termination.

11.2 Termination of SOWs; Professional Services and Managed Services. Either Party may terminate a Proposal or SOW governing Professional Services or Managed Services upon thirty (30) days’ written notice, unless the applicable Proposal or SOW specifies a different notice period. Upon termination or expiration of any such Proposal or SOW: (a) Customer shall pay Vendor for all Service(s) performed up to the effective date of termination, including for work-in-progress on a time-and-materials basis or as otherwise specified in the applicable Proposal or SOW, plus any reasonable, pre-approved expenses incurred; (b) Vendor shall promptly deliver to Customer all completed and partially completed Work Product, deliverables, and related documentation developed specifically for Customer under the applicable Proposal or SOW (subject to Vendor’s retained rights in its pre-existing intellectual property); (c) Vendor shall provide transition assistance, cooperation, and knowledge transfer as set forth in Section 3.9(e) (or as otherwise specified in the applicable Proposal or SOW) to facilitate an orderly transition to Customer or a replacement provider; and (d) termination of a Proposal or SOW shall not with respect to Service(s) other than the Platform Service(s), by itself, terminate the Agreement or any subscription to the Platform Service(s) or other Service(s), unless expressly stated by the Parties in writing. Customer’s receipt or use of partially completed Work Product after termination shall not be deemed acceptance of incomplete deliverables and shall be without prejudice to Customer’s rights and remedies under the Agreement and the applicable Proposal or SOW.

11.3 Termination for Convenience. Customer shall not be entitled to termination for convenience, except as required by Applicable Law. Upon a termination for convenience authorized by Applicable Law, Vendor is entitled to refund any prepaid fees covering the remainder of the Subscription Term after the date of termination based on Vendor’s monthly and/or standard fees, without taking into account any discounts or other incentives.

11.4 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Vendor prior to the effective date of termination.

11.5 Return of Customer Data. Upon request by Customer made within 60 days after the effective date of termination, Vendor will, at its sole discretion, either make the Platform Service(s) available to Customer on a limited basis to download, or, in the event of Vendor termination for cause or termination for convenience as authorized by Applicable Law, provide Customer with a file of Customer Data in comma separated value (.csv) format (or such other format as agreed to or as required by Applicable Law), provided that Vendor has or retains the ability to provide the above-mentioned access to the Platform Service(s) and Customer Data at the time of Customer’s request under this Section 11.5, and Customer remains compliant with its obligations under the Agreement. After such 60-day period, Vendor shall have no obligation to maintain or provide any Customer Data and may, at Vendor’s discretion, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing, nothing in this Section 11.5 shall be construed to require the deletion of any items of Customer Data or Confidential Information that are (i) contained in Vendor’s audit trail as required for regulatory compliance; or (ii) contained in electronic form on archive systems or other disaster recovery systems, from which such items cannot reasonably be deleted.

11.6 Surviving Provisions. The following provisions of these DSR Subscription Terms shall survive any termination or expiration of these DSR Subscription Terms: Sections 4 through 12. In addition, Sections 3.7 through 3.10 (with respect to completed work) shall survive termination or expiration.

12. General Provisions.

12.1 Relationship of the Parties. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.2 Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to the Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of sixty (60) days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration in accordance with the Arbitration Act (Ontario) administered by the Canadian Arbitration Association in accordance with the provisions of its Arbitration Rules. Such arbitration shall take place in Ottawa, Ontario, and shall be conducted in English. If Customer is unable to accept mandatory arbitration as the overriding dispute resolution mechanism, Customer may opt-out by emailing Vendor at contracts@distillersr.com with the subject line “Opt-Out of Arbitration,” in which case Vendor shall note such selection in Customer’s account in accordance with Section 12.11 – Opt-Out Terms. No Party to the Agreement will challenge the governing law provisions as provided in Section 12.3. Nothing in this section shall serve to limit a Party’s rights to seek injunctive relief.

12.3 Governing Law and Waiver of Jury Trial. The Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of laws provisions. Notwithstanding the obligation on the Parties to arbitrate any disputes arising out of or relating to the Agreement (if Customer has not elected to opt-out of binding arbitration), the Parties acknowledge and agree that each Party shall retain their right to commence an action for enforcement of an arbitral award against the other solely for the purposes of enforcing the arbitral award, and any provision mandating a specific court or exclusive jurisdiction for same shall be null and void. The Parties shall be free to bring such enforcement action in any appropriate jurisdiction, having regard to all circumstances, including, without limitation, the location of the other Party’s assets. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.

12.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement.

12.5 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

12.6 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

12.7 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assigning Party provides the non-assigning Party with notice of such assignment at least thirty (30) days following the closing of any such transaction. If such assignment is not acceptable to the non-assigning Party, such Party may terminate the Agreement for convenience. Any attempt by a Party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

12.8 Valid and Non-Valid Click-through Agreements. The Parties agree that any provisions in any additional agreements, addendums, purchase orders, or exhibits purporting to invalidate any click-through provided by the Vendor is null and void. The Parties further agree that any click-through provided by the Customer addressing the Vendor’s Intellectual Property, insurance requirements/policies, or other terms of the Agreement is invalid.

12.9 Notice. All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Vendor shall be addressed to the attention of its Chief Executive Officer at the 505 March Road, Suite 450, Ottawa, Ontario, Canada, K2K 3A4, with a copy to its General Counsel at legal@distillersr.com. Notices to Customer shall be delivered by e-mail and addressed to the Customer account holder and/or account administrator and applicable Users and shall be sent to the e-mail address provided at time of account set-up.

12.10 Entire Agreement. The Agreement, as defined in Section 1, shall constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective, including any additional addenda, schedules, or exhibits, unless in writing and signed by both Parties. Notwithstanding the foregoing, any portions of the Agreement referenced via hyperlink may be amended by Vendor from time to time, provided notice of such amendments is given, if required. Unless otherwise specifically stated in an applicable Proposal, SOW or executed addendum, to the extent of any conflict or inconsistency between the provisions of these DSR Subscription Terms, the Acceptable Use Policy, the Privacy Statement, and any applicable Proposal(s), the terms of these DSR Subscription Terms shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, invoice, or in any other Customer order documentation (excluding Proposals) shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void.

12.11 Opt-out Terms. In the event that Customer chooses to opt-out of: (i) the logo permissions in Section 3.6 – Publicity; or (ii) the mandatory arbitration terms set out in Section 12.2 – Dispute Resolution, Vendor shall note such decision in Customer’s account and such opt-out shall continue to apply regardless of any updates, revisions, or changes to these DSR Subscription Terms unless Customer has indicated, in writing, an intention to opt back in.

12.12 Audit Rights. Vendor maintains a trust centre containing copies of its SOC2 report and other documents, including internal policies and procedures, which Customer may request from time to time, subject to entering into Vendor’s standard confidentiality agreement. The Parties agree that any independent audit initiated by Customer shall be: (i) at Customer’s expense; (ii) limited to once per calendar year; (iii) conducted during normal business hours with reasonable advance notice; (iv) subject to Vendor’s security and confidentiality requirements; and (v) subject to Customer’s agreement to pay for additional Professional Services fees and disbursements, unless waived in full or in part, in Vendor’s sole discretion.

13. Force Majeure Events.

13.1 Force Majeure. Vendor shall not be liable to Customer for delay or failure to perform its obligations under the Agreement if prevented from performing its obligations as a direct result of an event including, but not limited to, an act of God, fire, flood, explosion, civil disturbance, act of terrorism or war, interference by civil or military authority, accident, internet connectivity failure, localized sickness outbreak, epidemic or pandemic, public health emergency, state of emergency as declared by any level of government in a relevant jurisdiction, strike, labor dispute or shortage, illegality under any governmental law, rule or regulation, or for any other similar causes beyond the reasonable control of the non-performing Party (each such event, a “Force Majeure Event”), provided that Vendor has provided requisite notice to Customer pursuant to Section 13.3.

13.2 Suspension due to Force Majeure Event. In the event that a Force Majeure Event befalls Customer or its Users and prevents them from accessing or using the Service(s), Vendor may, at its sole discretion, temporarily suspend the Service(s) and Subscription Term for a period equivalent to the time Customer is unable to use the Service(s), provided that Customer gives written notice to the Vendor pursuant to Section 13.3. Once Customer notifies Vendor that use may resume, Vendor shall make the Service(s) available to Customer for the period remaining in the Subscription Term. For further clarity, the Subscription Term is calculated based on the amount of time in which the Customer has access to the Service(s) and does not include the time in which the Service(s) were suspended under this section, and no fees will accrue for the period of time during which Customer is unable to access the Service(s) due to a Force Majeure Event affecting Customer. Notwithstanding the foregoing and other terms in the Agreement, Customer shall not be relieved of its performance or payment obligations for the period of time where Customer had access to the Service(s) under the Agreement.

13.3 Notice Requirements. A Party seeking to rely on either Sections 13.1 or 13.2, as applicable, shall, without undue delay, provide prompt written notice to the other Party and thereafter provide periodic updates of the Force Majeure Event and the Party’s own status, and shall use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations. If the Parties agree that performance is impossible for the remainder of the Subscription Term because of the Force Majeure Event, the other Party may terminate the Agreement within 15 days from the time notice under this Section 13.3 was received by the other Party. In the event of termination, fees are due for the period of time where Customer had access to the Platform Service(s) prior to the suspension of the Service(s) under Section 13.2. To the same effect, where fees were prepaid and Customer does not have an outstanding invoice, fees shall be refunded by Vendor on a pro rata basis.