Terms of Service

We have updated our Terms of Service which shall be effective for all new and existing Users as of August 8, 2026 and shall supersede all prior Terms of Service, including any clickthrough software license agreement. For all existing Users NOT subject to a Proposal with DSR Subscription Terms, or an executed MSA or equivalent negotiated contract, this Notice to User is advance notice of such changes.

July 8, 2026

For the avoidance of doubt, the following Terms of Service shall NOT apply if you are accessing the Service(s) (defined below) pursuant to a Proposal with DSR Subscription Terms, or to an executed MSA or equivalent negotiated contract between either (i) you or (ii) the organization on whose behalf you are accessing the Service, and DistillerSR Inc.

This Agreement (defined below) sets forth the terms and conditions which govern your subscription and access to, and use of, the Service(s). If you wish to use the Service, you must agree to be bound by the terms of this Agreement. By signing into DistillerSR or CuratorCR on the login page and accessing the Service(s), you are entering 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 on behalf of the company/entity whose information you provided during the registration process, to be bound by the terms set out herein effective as of the date of your access. If you do not agree to the terms of this Agreement, do not login or access the Service(s) and contact contracts@distillersr.com.

If you are accessing the Service(s) through an agreement procured through an authorized third-party reseller, these Terms of Service govern the entire relationship between Vendor and you as User with respect to your access to and use of the Service(s), including with respect to intellectual property, data protection, privacy, confidentiality, and liability. Commercial and order terms (including pricing, subscription duration, and payment obligations) are governed solely by the agreement between you or your organization and the applicable reseller, and Vendor is not a party to, and has no obligations or liability under, such agreement. As a condition of its reseller arrangement with Vendor, the reseller is required to make these Terms of Service available to Customer and to obtain Customer’s acceptance of these Terms of Service before providing access credentials to the Service(s). By accessing the Service(s), you and the entity on whose behalf you are accessing the Service(s) acknowledge that you have had the opportunity to review these Terms of Service and agree to be bound by them, and your access to and use of the Service(s) constitutes your binding acceptance of these Terms of Service on behalf of yourself and your organization. The reseller is not Vendor’s agent and has no authority to make representations, commitments, or warranties on behalf of Vendor. Nothing in any agreement between you and a reseller shall modify, limit, or override these Terms of Service as between Vendor and you.

If you are 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 this Agreement on behalf of such Entity. In that event, all references to “Customer” and “you” in this Agreement shall be a reference to both (1) you as an individual User; and (2) the Entity on whose behalf you are subscribing to, accessing, and using the Service(s).

No terms or conditions included in any User or Customer purchase order or in any other Customer provided documentation shall be incorporated into, or form any part of, these Terms of Service, nor shall any such terms or conditions amend, supplement, vary, or override these Terms of Service, and all such terms or conditions shall be null and void, even if such terms or conditions are contained within Customer provided documentation that is accepted by Vendor or if Vendor issues an invoice or accepts payment from you or the organization you represent. Each Party expressly rejects any such different or additional terms or conditions, and agrees that the foregoing shall apply regardless of what would otherwise be the outcome under Applicable Law (including the common law and any statutes or legislation, such as the Uniform Commercial Code) or any rule of construction (including later-in-time or general versus specific). This Section does not limit the effect of any applicable Third Party Agreement as described in these Terms of Service.

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 to the Platform Service(s) unless they agree to the Acceptable Use Policy.

“Agreement” means these Terms of Service, the Acceptable Use Policy, the Privacy Statement, and an executed Data Protection Addendum (“DPA”)that combine to form the entire agreement between the Parties, subject to Section 12.10.

““AI” or “AI Technologies” means artificial intelligence, including deep learning, machine learning, Generative AI, and other similar technologies, including any and all (a) proprietary algorithms, software, or systems that make use of or employ neural networks, statistical learning algorithms, or reinforcement learning, and (b) proprietary embodied artificial intelligence and related hardware or equipment that together relate to learning, reasoning, or modelling capabilities that have the ability to infer the achievement of final objectives and produce results that influence the environment with which the system interacts.

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

““AI Classifier” means an individual tool employing AI Technologies 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.

“API Integrations” means application programming interfaces and related connectors provided by Vendor to enable delivery of or access to 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 executed amendment to a Third Party Agreement 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” or “you” means the individual accepting the Agreement by logging into the Service(s) (including through access credentials provided by an authorized reseller), and includes the Entity, on whose behalf such individual has entered into these Terms of Service.

“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); (iv) generated by the Platform Service(s) in the form of output data received by the Customer’s Users; and (v) all Outputs; 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/or 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 Terms of Service.

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

“DistillerSR AI” means the Vendor’s various AI services and capabilities, including, without limitation, deterministic AI and natural language processing, Generative AI, and any agentic AI solutions or Model Context Protocols (MCP) integrations, that combine expertly curated and validated literature evidence with advanced AI Technologies to provide grounded, organization-wide insights, reports, and configurable automation within the Platform Service(s). DistillerSR AI is designed to support reliable, reproducible, and traceable evidence management and literature review processes.

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

“Generative AI” or “GenAI” means a type of AI Technologies that can generate new content or data (including text, imagery, audio, and synthetic data) based on input provided by a person, entity, or system.

“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 via e-mailed auto-alerts.

“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 Third Party Agreement. Managed Services are ongoing or recurring managed services and are distinct from Professional Services and Support Service(s).

“MSA” means a signed master subscription agreement, or other equivalent negotiated contract, between the Parties, the terms of which are intended to replace and override these Terms of Service.

“Output” means any information, data, text, sound, video, image, code, or other content generated by the Platform Service(s) (including DistillerSR AI and any other AI Technologies employed by Vendor) in response to a prompt or instruction. For greater certainty, Outputs form part of Customer Data to the extent they meet the definition thereof.

“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 6.1.

“Privacy Statement” means the privacy statement linked hereto outlining how Vendor collects, uses, discloses, and otherwise Processes Personal Data in connection with the Platform Service(s), which Customer is responsible for reviewing and ensuring all Users are aware of prior to accessing the Platform Service(s). For greater certainty, the Privacy Statement forms part of and is incorporated by reference into the Agreement.

“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, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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

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

“Proposal with DSR Subscription Terms” means a signed proposal with a hyperlink to the DistillerSR Subscription Terms, entered into by Vendor and the Customer, which governs the purchase and use of the Service(s) and makes up the binding contractual relationship, and overrides these Terms of Service.

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

“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 Third Party Agreements.

“Smart Evidence Extraction” or “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 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 Service(s).

“Subscription Term” means the period of time during which Customer’s Users are entitled to access and use the Platform Service(s), commencing on the start date as set out in the applicable Third Party Agreement and continuing until the end date on which such access expires, 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.

“Support Service(s)” means the support and maintenance services provided or to be provided by the Vendor to the Customer’s Users in relation to the Service(s), including technical support, incident response, error correction, and updates and upgrades made generally available, as described in these Terms of Service, but excluding Professional Services and Managed Services unless expressly stated otherwise.

“Third Party Agreement” means the agreement between Vendor and an authorized reseller or other third party intermediary, or a purchase order issued by such party, that sets out the commercial and order terms applicable to Customer’s subscription, such as a description of the exact Service(s) purchased, the subscription start date, payment currency, and fees payable. The Third Party Agreement is not entered into directly between Vendor and Customer, and Customer is not a party thereto.

“Training Data” means information, data (including, without limitation, validation data and test data), text, sound, video, image, code, or other content, or databases comprising any of the foregoing, used to train or improve an algorithm or algorithmic model, including any AI Technologies used in the Platform Service(s).

“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 Third Party Agreement. 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 this Agreement. The subscription is for the number of concurrent Users authorized in the applicable Third Party Agreement. The Customer’s administrator is responsible, from time to time, for allocating and authorizing Users to use the Platform Service(s), provided that the number of concurrent Users does not exceed the number authorized in the applicable Third Party Agreement. The Platform Service(s) may include, at Customer’s option, access to DistillerSR 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. 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 Third Party Agreement and the Agreement.

2.2 Authorized Users. User subscriptions are for a designated number of concurrent Users and cannot be shared or used by more than the designated number of concurrent Users. In the event that you wish to increase the number of authorized Users under your Subscription, please contact your Account Executive or our sales team through our website at: https://info.distillersr.com/contact_sales.

2.3 Suspension of Services. Vendor may suspend the Service(s) if (i) amounts payable in respect of Customer’s subscription under the applicable Third Party Agreement are 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute) or (ii) Customer or any User violates these Terms of Service or the Acceptable Use Policy. In the case of an overdue account, Vendor shall provide Customer with at least fourteen (14) days’ prior written notice to Customer and/or the applicable reseller before any suspension of Service(s). Vendor reserves the right to suspend the Service(s) provided to Customer, without liability to Vendor, until such amounts are paid in full or the violation is resolved. Any fees or charges accruing during a suspension period, and Customer’s responsibility for them, are governed solely by the applicable Third Party Agreement.

2.4 Usage Allowances and On Demand Usage. Customer’s access to the Service(s) is based on the Service(s) and usage allowances purchased as set out in the applicable Third Party Agreement, and not on actual usage, except for additional usage of AI calls or other DistillerSR AI or Generative AI functionality enabled at Customer’s or its Users’ request above the included usage allowance (“On Demand Usage”). Any included usage allowance, and any fees applicable to On Demand Usage, are as set out in the applicable Third Party Agreement. All pricing, currency, and payment terms relating to usage allowances and On Demand Usage are governed solely by that Third Party Agreement. Customer’s subscription entitles Customer only to the usage allowance specified in the applicable Third Party Agreement, and Customer acquires no right to usage beyond such allowance except as procured through the applicable Third Party Agreement. Vendor may measure, meter, and record Customer’s and its Users’ usage of the Service(s) for these purposes. Where available within the Service(s), the Third Party Agreement may include a maximum monthly cap on On Demand Usage for AI calls; once such cap is reached in any given month, AI call functionality will be paused until the commencement of the next monthly period. Where any applicable usage allowance or cap is otherwise reached, Vendor may pause, throttle, or suspend the affected AI call or usage-based functionality, without liability to Customer or any other party, until the commencement of the next applicable usage or billing period or until additional usage is procured under the applicable Third Party Agreement.

2.5 Trial Features and Proof of Concept. Vendor may, in its sole and absolute discretion, (a) make certain enhanced or new features of the Platform Service(s) available to Customer on a trial basis (each, a “Trial Feature”), which may include unlimited or expanded token usage or other resource allowances, for a limited period (each, a “Trial Period”); and/or (b) offer Customer a scoped proof-of-concept or pilot engagement (each, a “POC”) to evaluate the Platform Service(s) or specified features for a defined period (the “POC Period”). Access to any Trial Feature or POC is available only where set out in an applicable Third Party Agreement, which shall specify the scope, duration, success criteria (if any), and resource or usage allowances. All pricing, currency, and payment terms relating to any Trial Feature or POC (including whether it is offered with or without charge, and whether any fees are refundable or apply toward or reduce the fees for any subsequent paid subscription) are governed solely by the applicable Third Party Agreement, provided that each Trial Feature, Trial Period, POC, and POC Period shall be subject to the following: (i) Vendor reserves the right to modify, limit, suspend, or terminate access at any time, with or without notice, and without liability to Customer; (ii) Customer’s access during a Trial Period or POC Period shall not create any right, entitlement, or legitimate expectation to continued access to the Platform Service(s) or any feature after the expiry of the applicable Trial Period or POC Period, whether at the same resource or usage levels or otherwise; (iii) upon expiry of the applicable Trial Period or POC Period, access shall automatically cease unless continued access to such Trial Feature or the Platform Service(s) has been procured under an applicable Third Party Agreement; (iv) Vendor makes no representations or warranties regarding the performance, accuracy, availability, or fitness for purpose of any Trial Feature or to the Platform Service(s), all of which are made available strictly on an “as is” and “as available” basis; (v) Customer’s use during a Trial Period or POC Period shall not be construed as a commitment by Vendor to deliver equivalent functionality, token limits, or resource allocations in any paid version of such feature; and (vi) any Customer Data processed by Customer or its Users during a Trial Period or POC Period may be subject to deletion upon expiry of the applicable Trial Period or POC Period, and Vendor shall have no obligation to retain or make available such data following termination, unless otherwise required by Applicable Law or agreed in writing by the Parties. For greater certainty, Sections 8.2, 10.1, and 10.2 of these Terms of Service shall apply in full to any Trial Feature and any POC.

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 (additional support services may be purchased from Vendor for a fee); 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 one week’s notice of scheduled outages, via the Service; (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 Service(s), at no extra charge to the Customer, provided that the Customer’s subscriptions and account are current, and all payment obligations pursuant to the applicable Third Party Agreement 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 pursuant to the applicable Third Party Agreement have not been fulfilled.

3.3 Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this 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 Customer’s permissioned Users are authorized to access DistillerSR AI Outputs and are responsible for the appropriate storage, disclosure, and downstream use of any generated materials, in accordance with Applicable Law and internal policies; (viii) provide decisions and feedback reasonably necessary to avoid material delays to the Service(s); and (ix) be solely responsible for determining whether the Platform Service(s) meet its internal, regulatory, or compliance requirements, including any validation, qualification, or testing obligations under applicable frameworks, and for performing any such validation or assessment prior to use of the Service(s) in regulated workflows.

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 sixty (60) days, 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 this Agreement and ensure it and its Users use the 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 this 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 Third Party Agreement, Vendor shall provide Professional Services, Managed Services and/or Support Service(s) to Customer. Such services shall be performed by qualified Vendor personnel in accordance with the specifications set forth in the applicable Third Party Agreement. 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 this 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. Where Professional Services, Managed Services, or Support Service(s) are procured under an applicable Third Party Agreement, and only to the extent expressly specified therein, either Party may request changes to the scope, timeline, or deliverables of such services 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. Any change that affects fees, pricing, payment, subscription duration, or other commercial or order terms must be agreed under the applicable Third Party Agreement between the reseller and Vendor, and Vendor shall have no obligation to implement any such change unless and until it has been so agreed; upon such agreement, the applicable Third Party Agreement shall be deemed amended accordingly. Vendor may suspend work on affected deliverables pending Customer’s approval and, where applicable, agreement under the Third Party Agreement. 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 Third Party Agreement 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 Third Party Agreement shall specify whether resources are dedicated or shared across engagements.

3.10 Knowledge Transfer and Documentation. Where Professional Services or Managed Services are procured under an applicable Third Party Agreement, and only to the extent expressly specified therein, 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 Third Party Agreement, 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 Third Party Agreement, Vendor shall provide reasonable transition assistance for up to sixty (60) days as specified in the applicable Third Party Agreement.

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 Third Party Agreement, including progress against milestones, resource availability, identified risks, approved changes, and upcoming activities. The Parties shall establish escalation procedures in the applicable Third Party Agreement for timely resolution of issues that materially impact delivery, scope, or schedule.

3.12 Services Remedy and Liability. Notwithstanding anything to the contrary in this Section 3, Customer’s sole and exclusive remedy for any failure by Vendor to perform Professional Services, Managed Services, or Support Service(s) in accordance with these Terms of Service or the applicable Third Party Agreement shall be re-performance of the non-conforming services as set out in Section 8.1, and all obligations of Vendor under Sections 3.7 through 3.11 are subject in all respects to the warranty in Section 8.1 and the limitations and exclusions of liability in Section 10. For greater certainty, the obligations in Sections 3.8 through 3.11 apply only to Professional Services, Managed Services, or Support Service(s) actually procured under an applicable Third Party Agreement and only to the extent expressly specified therein, and impose no independent commercial or payment obligations on Vendor, all such terms being governed solely by the applicable Third Party Agreement.

4. AI Modules and Technologies.

4.1 AI and Automation Modules; DistillerSR AI. You acknowledge and agree on behalf of yourself, the Customer, and/or the Entity which you represent 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 and its Users remain 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 its 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 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’s Users. Vendor does not warrant that any generated output will be free from error or suitable for any specific regulatory or decision-making use. 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 its Users and other qualified personnel. See also Section 14 for additional representations, warranties, and obligations applicable to AI Technologies used in the Platform Service(s).

4.2 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.

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 Third Party Agreement.

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 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, 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 Customer Data combined with techniques to enhance compliance with applicable Privacy Laws for purposes of improving its Service(s), conducting research, and generating analytics, and may use Customer Data for other purposes with the express written agreement or consent of the Customer. To the extent any Customer Data constitutes or contains Personal Data, Section 14.4(c) shall govern Vendor’s rights to anonymize, de-identify, or aggregate such Personal Data and Vendor’s permitted uses of such data in connection with AI Technologies, and shall prevail over this Section 5.3 to the extent of any inconsistency.

5.4 Representation. Customer represents that Customer has all necessary copyright, license and other legal rights to Customer Data, including all rights necessary for the purpose of using the Platform Service(s), and including any rights, licenses, or permissions required to access, use, upload, or process third-party content (such as published literature, journal articles, and database content) in connection with the Platform Service(s). Customer also represents that Customer is not infringing or violating any third party’s rights, or any applicable third-party license or database terms, 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 this 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 this Agreement, Vendor shall immediately cease any non-compliant processing upon receipt of written notice from Customer, and Customer shall have the right to: (a) terminate the Agreement for cause if such breach has not been cured within thirty (30) 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 other than as described in Section 6.1, 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 Service(s) shall be deemed a violation of these Terms of Service and considered a material breach of this 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 and its Users shall not use the AI or automation modules to process or upload Prohibited Personal Data or for any use not expressly permitted in this 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 this 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 or in Canada. Where Vendor Processes Personal Data that is subject to the EU General Data Protection Regulation (“GDPR”) or other Applicable Law restricting cross-border transfers of Personal Data, such Processing and any associated international transfer shall be governed by an executed DPA and the transfer mechanisms and safeguards set out in Section 14.4, including, where applicable, the EU Standard Contractual Clauses and supplementary technical and organizational measures (such as encryption of Personal Data in transit and at rest). 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 provided all notices required under Applicable Law, regarding the transfer of their data across international borders, including to the United States and Canada), and its storage in the United States or Canada. To the extent permitted by Applicable Law, and without derogating from the safeguards in Section 14.4, Customer consents to, and instructs Vendor to carry out the transfer of Customer Data across international borders, and the storage of Customer Data in the United States of America and/or Canada.

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 this Agreement (including any pricing, amended, excluded or additional negotiated contract terms reflected in schedules, exhibits, or addendums to this 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 this 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 this Agreement and any applicable Third Party Agreement, 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 this Agreement. 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 Service(s) will not be materially decreased during the Subscription 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 Third Party Agreement; 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 this 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. For the avoidance of doubt, to the extent any Claim relates to infringement of third-party Intellectual Property Rights arising from or in connection with AI Technologies employed by Vendor in the Service(s), such Claim shall be governed by Section 14.3, which shall prevail over this Section 9.1 to the extent of any inconsistency.

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 DistillerSR AI-generated content in a manner contrary to these Terms of Service, Applicable Laws, or industry standards. For Claims arising from or relating to AI Technologies, the additional exclusions set forth in Section 14.3 shall apply. 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.

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 VENDOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT OF ONE THOUSAND CANADIAN DOLLARS (CAD $1,000.00).

10.2 Exclusion of Consequential and Related Damages. EXCEPT FOR CLAIMS RELATED TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL VENDOR HAVE ANY LIABILITY TO THE CUSTOMER 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 VENDOR 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, OUTPUTS WITHOUT SUFFICIENT VALIDATION OR REVIEW BY CUSTOMER, OR FROM ANY FAILURE OF THE SERVICE(S) OR OUTPUTS TO MEET REGULATORY REQUIREMENTS, EXPECTATIONS, OR STANDARDS APPLICABLE TO CUSTOMER, EXCEPT TO THE EXTENT SUCH FAILURE IS CAUSED BY VENDOR’S BREACH OF ITS WARRANTIES IN SECTION 8.1. See Section 14.3 for Vendor’s specific indemnification and liability obligations with respect to AI Technologies, which shall govern to the extent of any inconsistency with this Section 10.2.

10.3 Exclusions. NOTWITHSTANDING SECTION 10.2 (INCLUDING THE REGULATORY LIABILITY EXCLUSION SET FORTH THEREIN), THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO DAMAGES ARISING FROM (i) CUSTOMER’S OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY; (ii) CUSTOMER’S INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS, (iii) ARISING FROM CUSTOMER’S NEGLIGENCE, RECKLESSNESS, INTENTIONAL OR WILLFUL MISCONDUCT, (iv) CUSTOMER’S VIOLATION OF ANY APPLICABLE LAW, OR (v) VENDOR’S FAILURE TO PERFORM SERVICE(S) IN ACCORDANCE WITH THESE TERMS OF SERVICE OR AN APPLICABLE THIRD PARTY AGREEMENT WHERE SUCH FAILURE RESULTS FROM VENDOR’S GROSS NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT.

10.4 Order of Precedence. IN THE EVENT OF ANY CONFLICT WITHIN THIS SECTION 10, SECTION 10.3 SHALL PREVAIL OVER SECTIONS 10.1 AND 10.2. WITH RESPECT TO AI TECHNOLOGIES, SECTION 14.3 SHALL GOVERN THE NATURE AND SCOPE OF VENDOR’S WARRANTY AND INDEMNIFICATION OBLIGATIONS; PROVIDED THAT THE AGGREGATE LIABILITY CAP IN SECTION 10.1 SHALL CONTINUE TO APPLY TO ALL LIABILITY ARISING UNDER SECTION 14.3, EXCEPT TO THE EXTENT SECTION 10.3 EXPRESSLY PROVIDES THAT SUCH LIMITATION DOES NOT APPLY.

11. Term and Termination.

11.1 Termination for Cause. A Party may terminate this 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, any refund Customer of fees prepaid pursuant to the applicable Third Party Agreement covering the remainder of the Subscription Term after the date of termination shall be determined and administered solely through the applicable Third Party Agreement. If Vendor terminates the Agreement for cause pursuant to Section 11.1(iii), Customer shall not be entitled to any refund of any fees prepaid pursuant to the applicable Third Party Agreement covering the remainder of the Subscription Term after the date of termination.

11.2 Termination of Professional Services and Managed Services. Where Professional Services or Managed Services are procured under an applicable Third Party Agreement, termination of such services is governed by, and effected under, the applicable Third Party Agreement. Upon termination or expiration of the applicable Third Party Agreement to the extent it governs Professional Services or Managed Services: (a) all fees and payment obligations for Service(s) performed up to the effective date of termination, including any work-in-progress and any reasonable, pre-approved expenses incurred, are governed solely by the applicable Third Party Agreement, and Vendor has no independent right to payment from Customer hereunder; (b) subject to payment of all amounts due under the applicable Third Party Agreement and to Vendor’s retained rights in its pre-existing intellectual property, Vendor shall promptly deliver to Customer all completed and partially completed Work Product, deliverables, and related documentation developed specifically for Customer; (c) Vendor shall provide transition assistance, cooperation, and knowledge transfer as set forth in Section 3.10 (or as otherwise specified in the applicable Third Party Agreement) to facilitate an orderly transition to Customer or a replacement provider; and (d) termination of such services 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 Third Party Agreement.

11.3 Termination for Convenience. Customer shall not be entitled to termination for convenience, except as required by Applicable Law. Any right to terminate for convenience, and any associated refund of prepaid fees, are governed solely by the applicable Third Party Agreement. To the extent a refund is required by Applicable Law upon a termination for convenience, such refund shall be calculated based on Vendor’s monthly and/or standard fees, without taking into account any discounts or other incentives, and shall be administered through the applicable Third Party Agreement.

11.4 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Vendor pursuant to the applicable Third Party Agreement 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 this 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 Terms of Service shall survive any termination or expiration of these Terms of Service: Sections 4 through 13; and Sections 14.2, 14.3, and 14.4 (in each case, with respect to Service(s) provided or obligations arising prior to the effective date of termination or expiration). Section 14.1 shall survive solely to the extent any disclosure obligation thereunder arose during the Subscription Term.

12. General Provisions.

12.1 Relationship of the Parties. The Parties are independent contractors. This 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 this 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, 1991 (Ontario) or, where the arbitration constitutes an international commercial arbitration, the International Commercial Arbitration Act, 2017 (Ontario), as applicable, 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 this 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. This 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 this 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 this Agreement.

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

12.5 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this 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 this 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. Customer shall not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Vendor (not to be unreasonably withheld). Vendor may assign this Agreement in its entirety, without consent of the Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that Vendor provides Customer with notice of such assignment within thirty (30) days following the closing of any such transaction. Any attempt by a Party to assign its rights or obligations under this 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 Clickthrough Agreements. The Parties agree that any provisions in any additional agreements, addendums, purchase orders, or exhibits purporting to invalidate any clickthrough provided by the Vendor is null and void. The Parties further agree that any clickthrough provided by the Customer addressing the Vendor’s Intellectual Property, insurance requirements/policies, or other terms of the Agreement (other than for purposes of e-signature) 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, order forms, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective, including any additional addenda, schedules or exhibits, unless in writing and signed by both Parties. Notwithstanding the foregoing, this Agreement may be amended by Vendor from time to time, provided notice of such amendments is given, if required. To the extent of any conflict or inconsistency between the provisions of the Terms of Service, the Acceptable Use Policy, and the Privacy Statement, the terms of the Terms of Service 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 shall be incorporated into or form any part of the Agreement, and all such terms or conditions shall be null and void. Notwithstanding the foregoing, in the event that Customer has entered into Proposal with DSR Subscription Terms, an MSA, or other equivalent contract with Vendor, the terms and conditions set out in such contract shall control in the event of any conflict with these Terms of Service.

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 Terms of Service unless Customer has indicated, in writing, an intention to opt back in.

12.12 Audit Rights. Vendor maintains a security and compliance 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 this 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, global pandemic or epidemic, global outbreak, 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 of Service(s) for 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 Vendor. Notwithstanding the foregoing and other terms in the Agreement, Customer shall not be relieved of their 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 this 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 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, provided that such refund shall be administered soley through the applicable Third Party Agreement.

14. Generative AI and AI Technologies.

14.1 Disclosure of AI Technologies Used. (a) AI Log. Vendor shall maintain an up-to-date log of the AI Technologies it employs in providing the deliverables or Service(s) (whether directly or through a subcontractor, service provider, or other third party), describing in general terms each such AI Technology, any material license restrictions, the purpose of use, and a high-level summary of reasonably foreseeable material risks and any mitigation measures in place. Vendor shall make this log available on Customer’s written request, no more than once per calendar year absent a documented material concern or a regulatory inquiry, investigation, or audit applicable to Customer or Vendor. For the avoidance of doubt, Vendor is not required to obtain Customer’s prior approval before employing, updating, or modifying any AI Technologies used in the performance of the Service(s). (b) Use of GenAI. Vendor shall inform Customer in general terms of its material use of GenAI in providing deliverables or Service(s), which disclosure may be made through platform-level notices, service documentation, or other systemic means, and shall not require per-Output attribution. Where Vendor uses GenAI in a manner that involves Customer Data or Confidential Information of Customer, Vendor shall use an appropriate, dedicated internal or enterprise-tier GenAI deployment (e.g., Azure OpenAI or equivalent) that provides data isolation consistent with Applicable Law and the data protection obligations in the Agreement and no prior written approval from Customer shall be required for such use. Where Vendor uses third-party or publicly hosted open-source GenAI tools (that is, GenAI tools operated by a third party, or GenAI tools to which Customer Data or Confidential Information of Customer would be transmitted or exposed outside Vendor’s controlled environment) to provide deliverables or perform Service(s), Vendor shall: (i) not use Customer Data or Confidential Information of Customer as input; (ii) use commercially reasonable efforts to review Outputs and avoid the inclusion of third-party copyright material in deliverables provided to Customer; and (iii) comply with Applicable Law and the terms and conditions of the application or tool being used. For clarity, this Section 14.1(b) does not apply to open-source or other AI or machine-learning software libraries, frameworks, models, or components that Vendor incorporates into, and operates within, its own controlled environment as part of the Platform Service(s) or other Service(s), all of which may process Customer Data as necessary to provide the Service(s) and are governed by the other provisions of the Agreement (including Sections 5.3, 7, and 14.4). Any options or settings that enable the automatic generation of content using GenAI without human involvement in creating, monitoring, or reviewing such Output will be clearly identified as using AI so that Customer can validate the resulting Outputs accordingly. (c) Regulatory Cooperation. Vendor shall provide reasonable cooperation to Customer in connection with any AI-related regulatory obligations applicable to Customer as a recipient of the Service(s), limited to providing information about the AI Technologies used by Vendor in the performance of the Service(s) that is reasonably within Vendor’s knowledge and that Vendor is not restricted by law or third-party obligation from disclosing. Customer shall provide Vendor with reasonable advance written notice of any such request. Any assistance beyond the provision of routine informational responses, including, without limitation, participation in regulatory proceedings, preparation of impact assessments, or dedicated project work, shall be performed by Vendor only upon the Parties’ prior written agreement on scope and full cost reimbursement by Customer. Vendor shall have no obligation under this Section to respond directly to any regulatory authority on Customer’s behalf.

14.2 AI Representations and Warranties. With respect to AI Technologies employed or used in providing the deliverables or performing the Service(s), Vendor represents, warrants, and covenants that: (a) for AI Technologies developed by or for Vendor, Vendor has all necessary licenses, permits, consents, and approvals to employ or use such AI Technologies in the performance of the Service(s), including with respect to Training Data used directly by Vendor in developing or training such AI Technologies. Vendor makes no representation or warranty regarding the Training Data rights of third-party AI Technology providers (including foundation model providers), but, to the extent permitted under its agreements with those providers, shall share relevant information about their data practices upon Customer’s reasonable written request; (b) Vendor’s use of AI Technologies accords with all instructions of use issued by the providers of such AI Technologies and does not conflict with any license grants in the Agreement; (c) Vendor’s use of AI Technologies complies with all Applicable Law, including laws and regulations related to AI Technologies (including discriminatory bias testing and human oversight), privacy, and data security, and Vendor maintains policies and procedures consistent with industry standards for the ethical and responsible use of AI Technologies; (d) for AI Technologies developed by or for Vendor, Vendor shall use commercially reasonable care in their design, development, and deployment, having regard to generally recognized practices in the industry, provided that other than as disclosed through its security and compliance trust centre, Vendor makes no representation that its AI Technologies conform to any specific industry standard, certification, or framework, and has no obligation to impose any compliance standard on third-party AI Technology providers; (e) to Vendor’s actual knowledge, there are no pending or threatened proceedings or litigation that would constitute a material breach of Vendor’s obligations under this Section, and Vendor shall notify Customer within thirty (30) days of becoming aware of any material confirmed failure of an AI Technology used in the Service(s) that directly affects the Service(s) provided to Customer, or within such shorter period as may be required by Applicable Law or the Vendor’s internal policies; and (f) Vendor will not use information provided, designated, selected, or input by Customer specifically for use by the Platform Service(s) or DistillerSR AI to permanently modify the underlying weights of any AI Technologies or underlying algorithmic model without Customer’s prior written permission. For the avoidance of doubt, nothing in this Section restricts Vendor’s use of Customer-provided content in connection with any inference-time processing, including retrieval-augmented generation, in-context learning, session-level or short-term memory, caching, or other operational processes that do not result in permanent modification of model weights, or Vendor’s use of aggregated, anonymized data that does not identify Customer or any individual for any purpose permitted under the Agreement, subject to Section 14.4(c).

14.3 Non-Infringement; AI Indemnification. (a) Warranty. Vendor represents and warrants that, to Vendor’s actual knowledge as of the start date of the Subscription Term, Vendor’s Platform Service(s) and other Service(s) using AI Technologies developed by or for Vendor and provided to Customer under the Agreement do not infringe any third-party Intellectual Property Rights. This warranty does not extend to: (i) AI Technologies developed by third parties, including any foundation models licensed or accessed by Vendor via API; (ii) infringement Claims arising from Customer’s use, modification, or combination of Outputs with third-party materials; or (iii) infringement Claims arising from or contributed to by Customer Data or other content provided by Customer as input to the AI Technologies. Vendor shall have no obligation to obtain, pass through, or enforce any intellectual property representations from third-party AI Technology providers. (b) Indemnity. Vendor, at its sole expense, shall defend, indemnify, and hold harmless Customer against Claims asserted against Customer by a third party arising directly out of Vendor’s Platform Service(s) or other Service(s) using AI Technologies developed by or for Vendor, for infringement of such third party’s copyright, trademark, trade secret, or patent rights, and shall reimburse Customer for reasonable and documented attorneys’ fees and costs related to such Claims, subject always to the limitation of liability set forth in Section 10. This indemnity shall not apply to Claims arising from or contributed to by: (i) AI Technologies developed by third parties, including foundation models accessed via API; (ii) Customer’s modification of Outputs or their combination with materials not provided by Vendor; (iii) Customer Data or other content, data, or instructions provided by Customer as input to the AI Technologies; or (iv) Customer’s use of the Service(s) in a manner not authorized under the Agreement. (c) Procedure. Customer will give Vendor prompt written notice of any indemnified Claim. With respect to any Claim relating solely to the payment of money damages that could not result in Vendor becoming subject to injunctive or other equitable relief or otherwise adversely affect Vendor’s business, and as to which Vendor has acknowledged in writing its obligation to indemnify Customer, Vendor shall have the sole right to settle or otherwise dispose of such Claim on such terms as Vendor deems appropriate, provided that Vendor obtains the written release of Customer from the Claim. With respect to any other Claim, Vendor may consent to the entry of judgment or otherwise settle only with Customer’s prior written consent, which shall not be unreasonably withheld; provided that Customer may withhold consent if the judgment or settlement imposes an unreimbursed monetary or continuing non-monetary obligation on Customer or does not include an unconditional release of Customer from all liability with respect to the Claim.

14.4 Personal Data and AI Processing. (a) Vendor may process Personal Data using AI Technologies only to the extent such processing is covered by an executed DPA between the Parties, as supplemented by any processing described in Vendor’s platform documentation or these Terms of Service. Where Customer is subject to the GDPR or other Applicable Law requiring a data processing agreement, the Parties shall execute a DPA containing the terms required by such Applicable Law prior to any processing of Personal Data, and such DPA shall control over this Section 14.4 to the extent of any inconsistency. Customer is solely responsible for ensuring that content uploaded or submitted to Vendor’s Platform Service(s) does not contain Personal Data beyond what is contemplated by the applicable DPA or these Terms of Service. (b) Where Vendor, through the use of AI Technologies, accesses or otherwise Processes Personal Data on behalf of Customer that is subject to the GDPR or other Applicable Law restricting cross-border transfers of Personal Data, the Parties shall negotiate in good faith and execute, as part of or incorporated into the DPA, the EU Commission’s Standard Contractual Clauses (or such other appropriate transfer mechanism required by Applicable Law), with such modifications as the Parties may agree. Vendor shall maintain commercially reasonable supplementary technical and organizational measures (including encryption of Personal Data in transit and at rest) to protect such transferred Personal Data, and shall provide Customer with the information reasonably necessary to complete a transfer impact assessment upon Customer’s written request. The Parties shall cooperate in good faith to implement such mechanisms in a timely manner. (c) Vendor may anonymize, de-identify, or aggregate Personal Data using industry-standard techniques in accordance with Applicable Law, and shall inform Customer of its general anonymization methodology in its platform documentation or upon Customer’s written request. Vendor shall implement appropriate technical safeguards to prevent re-identification of individuals or Customer from such anonymized data. (d) Vendor shall maintain and publish a list of sub-processors used to Process Personal Data using AI Technologies as part of the provision of Service(s), which Customer may access via Vendor’s website or security and compliance trust centre. Vendor shall provide Customer with at least fifteen (15) days’ written notice before engaging a new sub-processor that will Process Personal Data. Customer may raise a written objection within ten (10) business days of such notice, limited to objections based on documented legal non-compliance by the proposed sub-processor. If Customer’s objection cannot be resolved and Customer reasonably demonstrates a material legal compliance risk, Customer’s sole remedy shall be to terminate the affected Service(s) upon thirty (30) days’ written notice. All sub-processors engaged as of the start date of the Subscription Term are pre-authorized.

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