Distill Cloud Service Standard Terms

Service

• Access and Use.

  During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.

• Support.

  During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

• User Accounts.

  Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. Each User account may only be used by the single individual to whom it is assigned and may not be shared with or used by any other person.

• Feedback and Usage Data.

  Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

• Customer Content.

  Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

• Machine Learning.

  Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider’s obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

• Service Operation.

  Provider will use commercially reasonable efforts to operate and maintain the Cloud Service. Customer acknowledges that the fulfillment of certain requests or the performance of specific operational tasks related to the Service may be subject to Provider’s reasonable discretion, operational feasibility, and resource availability.

Restrictions & Obligations

• Restrictions on Customer.

  • Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
  • Use of the Product must comply with all Documentation and Use Limitations.

• Suspension.

  If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.

Privacy & Security

• Personal Data.

  Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

• Prohibited Data.

  Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.

Payment & Taxes

• Fees.

  Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

• Invoicing.

  For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

• Automatic Payment.

  For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer’s bills or transaction history available to Customer.

• Taxes.

  Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.

• Payment.

  Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

• Late Payments.

  If Customer fails to pay any undisputed Fees by the due date specified in the Payment Process, Provider may, in addition to any other rights or remedies it may have (including the suspension rights in Section 2.2), charge interest on the overdue amount. Such interest will accrue from the due date until the date of actual payment at the default rate stipulated in the Swedish Interest Act (Räntelagen (1975:635)), which is currently the applicable Riksbank reference rate plus eight percentage points per annum. In addition, Provider reserves the right to charge any applicable statutory fixed sum for recovery costs as permitted by applicable law concerning late payments in commercial transactions.

• Payment Dispute.

  If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

• Annual Price Adjustments.

  On each anniversary of the Order Date, the Fees for the renewal Subscription Period beginning on such anniversary shall be the Fees applicable immediately prior to such anniversary, increased by the greater of the percentage increase in the U.S. Consumer Price Index for All Urban Consumers (“CPI-U”), U.S. City Average, All Items, not seasonally adjusted, comparing the CPI-U published most recently by the Bureau of Labor Statistics as of 30 days prior to such anniversary date to the CPI-U published 12 months earlier, or five percent, provided that “CPI-U” shall include its successor series if the referenced index is discontinued.

• Discounts.

  Unless otherwise specified in the applicable Order Form, any discounts applied to the Fees are applicable only for the initial Subscription Period defined in that Order Form and will not apply to renewal Subscription Periods.

• Price Changes.

  Notwithstanding Section 4.8, Provider reserves the right to change the Fees for the Cloud Service applicable to a renewal Subscription Period. Provider will provide Customer with written notice of any such Fee change at least sixty days prior to the end of the then-current Subscription Period. The Fee change shall apply to the renewal Subscription Period unless Customer provides notice of non-renewal in accordance with Section 5.1 prior to the renewal date.

Term & Termination

• Order Form and Agreement.

  For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

• Discontinuation of Service Plans.

  Provider reserves the right to discontinue specific Cloud Service plans, packages, or tiers at its discretion. If the specific plan or package to which Customer subscribes under an Order Form is discontinued by Provider, Provider will provide Customer with notice no later than 60 days prior to the end of the then-current Subscription Period. Such notice will identify the discontinued plan and specify a reasonably comparable successor plan or package then offered by Provider, including any material differences in features, functionality, or Fees ("Successor Plan"). Upon renewal, Customer’s subscription will automatically migrate to the specified Successor Plan for the subsequent Subscription Period, including any associated Fee adjustments identified in the notice, unless Customer provides notice of non-renewal in accordance with Section 5.1 prior to the renewal date.

• Framework Terms.

  These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.

• Termination.

  Either party may terminate the Framework Terms or an Order Form immediately:
  • if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice;
  • upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

• Force Majeure.

  Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.

• Effect of Termination.

  Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination:
  • Customer will no longer have any right to use the Product.
  • Upon Customer’s request, Provider will delete Customer Content within 60 days.
  • Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
  • Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).

• Survival.

  • The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.6 (Effect of Termination), Section 5.7 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the portions of a Cover Page referenced by these sections.
  • Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

Representations & Warranties

• Mutual.

  Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

• From Customer.

  Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

• From Provider.

  Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

• Provider Warranty Remedy.

  If Provider breaches the warranty in Section 6.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranty in Section 6.3 (Representations & Warranties from Provider).

Disclaimer of Warranties

• Performance Warranty.

  Provider warrants that during the applicable Subscription Period, the Cloud Service will perform substantially in accordance with the corresponding Documentation when used as permitted under this Agreement. Provider will provide the Product using a reasonable degree of skill and care consistent with generally accepted industry standards. Customer’s sole and exclusive remedy for Provider’s breach of this Section 7.1 is described in Section 6.4 (Provider Warranty Remedy).

• Acknowledgment.

  Customer acknowledges that complex software is inherently not defect-free, and Provider does not warrant that the Product will be entirely free from errors or bugs, nor that its operation will be uninterrupted or completely secure. The warranties in Section 6 and Section 7.1 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider.

• Disclaimer.

  Except for the express warranties stated in Section 6 (Representations & Warranties) and Section 7.1 (Performance Warranty), and any warranties, conditions, or guarantees implied or imposed by Applicable Law which cannot be limited or excluded, Provider disclaims all other warranties, representations, or conditions, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by Applicable Laws.

• Content Disclaimer.

  Customer acknowledges that the Product provides access to information, summaries, news, and insights ("Content"). Such Content may be obtained directly from third-party sources, or it may be curated, synthesized, summarized, or generated by Provider, potentially using automated systems or artificial intelligence techniques, based on underlying data from various sources. While Provider may identify the original source of underlying data where feasible, Provider does not independently verify, guarantee, or warrant the accuracy, completeness, timeliness, reliability, or suitability for any particular purpose of any Content provided through the Product, whether sourced directly or processed by Provider. All Content is provided for informational purposes only and does not constitute financial, legal, investment, or other professional advice. Customer is solely responsible for any decisions or actions taken, or not taken, based on the Content. To the maximum extent permitted by Applicable Laws, Provider expressly disclaims any and all liability for any loss or damage arising from Customer’s use of or reliance on such Content.

Limitation of Liability

• Liability Caps.

  • Except as provided in Section 8.4 (Exceptions), each party’s total aggregate liability for all claims arising out of or relating to this Agreement during any consecutive twelve month period will not exceed the General Cap Amount.
  • Except as provided in Section 8.4 (Exceptions), each party’s total aggregate liability for all Increased Claims arising out of or relating to this Agreement will not exceed the Increased Cap Amount.
  • The General Cap Amount and Increased Cap Amount Variables are defined in the Key Terms or Order Form.

• Damages Waiver.

  Except as provided in Section 8.4 (Exceptions), neither party will be liable to the other party for any indirect or consequential loss, or for loss of anticipated savings, loss of use or production (beyond the cost of replacement service), loss of business, or loss of goodwill arising out of or relating to this Agreement. For clarity, direct damages (including direct loss of profits recoverable under Applicable Law) are not excluded by this Section 8.2 but remain subject to the applicable liability caps in Section 8.1.

• Applicability.

  The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all forms of liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

• Exceptions.

  The limitations and waivers in Sections 8.1 and 8.2 will not apply to the following:
  • A party’s liability arising from its gross negligence, willful misconduct, or fraud;
  • A party’s liability for death or personal injury caused by its negligence
  • Customer’s obligation to pay Fees and taxes due under this Agreement (Section 4);
  • A party’s liability arising from breach of its obligations under Section 10 (Confidentiality), which shall be subject to the Increased Cap Amount;
  • A party’s indemnification obligations under Section 9 (Indemnification), which shall be subject to the Increased Cap Amount;
  • Any liability designated as an Unlimited Claim in the Key Terms or Order Form; and
  • Any other liability which cannot be limited or excluded under Applicable Laws.

Indemnification

• Protection by Provider.

  Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims.

• Protection by Customer.

  Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.

• Procedure.

  The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

• Changes to Product.

  If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

• Exclusions.

  • Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.
  • Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

• Exclusive Remedy.

  This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

Confidentiality

• Non-Use and Non-Disclosure.

  Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

• Exclusions.

  Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

• Required Disclosures.

  Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.

• Permitted Disclosures.

  Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).

Reservation of Rights

• Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.

General Terms

• Entire Agreement.

  This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.

• Modifications, Severability, and Waiver.

  Provider may modify these Standard Terms by posting an updated version at the URL specified in Section 13.30 (or a successor URL). Provider will give Customer at least 60 days’ notice of material changes to these Standard Terms before they become effective. Customer’s continued use of the Service after the effective date constitutes acceptance of the modified Standard Terms. If Customer does not agree to the material changes, Customer’s sole remedy is to provide notice of non-renewal according to Section 5.1. Notwithstanding the foregoing, any waiver, modification, or change to an executed Cover Page (including any Order Form or Key Terms) must be in writing and signed or electronically accepted by authorized representatives of both parties. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

• Dispute Resolution, Governing Law, and Seat of Arbitration.

  • Governing Law.

    This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the substantive laws of Sweden, excluding its conflict of laws provisions. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

  • Dispute Resolution.

    Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall first be referred to Mediation in accordance with the Mediation Rules of the SCC Arbitration Institute (the "SCC"), unless one of the parties objects.

  • Arbitration.

    If one of the parties objects to Mediation or if the Mediation is terminated, the dispute shall be finally resolved by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute.

  • Seat and Language.

    The seat of arbitration shall be the Arbitration Seat specified in the Key Terms. The language to be used in the arbitral proceedings shall be English.

  • Confidentiality of Proceedings.

    The existence and content of any mediation and arbitration proceedings conducted under this Section 12.3, including documents and briefs submitted by the parties, correspondence with the SCC, correspondence with the mediator or the arbitral tribunal, orders and awards issued, shall be kept confidential by the parties. Neither party shall disclose such information to any third party except (i) with the prior written consent of the other party, (ii) as may be required by law or regulatory authority, or (iii) as may be necessary in judicial proceedings to enforce this Agreement or any award rendered hereunder.

  • Injunctive Relief.

    Notwithstanding the foregoing, nothing in this Section 12.3 shall prevent either party from seeking immediate injunctive relief or other equitable remedies from any court of competent jurisdiction as provided in Section 12.4.

• Injunctive Relief.

  Despite Section 12.3 (Dispute Resolution, Governing Law, and Seat of Arbitration), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

• Non-Exhaustive Remedies.

  Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

• Assignment.

  Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

• Beta Products.

  If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider’s discretion with or without notice.

• Logo Rights.

  Provider may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Provider’s products and services.

• Notices.

  Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

• Independent Contractors.

  The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

• No Third-Party Beneficiary.

  There are no third-party beneficiaries of this Agreement.

• Force Majeure.

  Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.

• Export Compliance.

  Access to and use of the Product may be subject to applicable export control and economic sanctions laws and regulations of the United States, the European Union, Sweden, and other relevant jurisdictions. Customer agrees that it will not access or use the Product, nor permit any User to access or use the Product, in violation of such laws and regulations. Without limiting the foregoing, Customer represents and warrants that neither Customer nor any of its Users is: (a) located in, or a resident or national of, any country or region subject to comprehensive economic sanctions by the U.S. government or the European Union (collectively, "Sanctioned Locations"); nor (b) identified on any restricted party list maintained by the U.S. government or the European Union. Customer shall not provide access to the Product to any person or entity in a Sanctioned Location or on such restricted party lists. Provider reserves the right to take measures, including suspension or termination of this Agreement, as Provider deems necessary to comply with applicable export control and sanctions laws.

• Anti-Corruption Compliance.

  Each party represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, rules, and regulations (collectively, "Anti-Corruption Laws"). This includes, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, the relevant provisions of the Swedish Penal Code, and the Anti-Corruption Laws of any other country with jurisdiction over the parties’ activities under this Agreement. Neither party shall, directly or indirectly, offer, promise, give, authorize, solicit, or accept any undue payment, gift, advantage, or other thing of value to or from any person (including any Public Official) in connection with this Agreement: (a) to improperly influence any act or decision of the recipient; (b) to induce the recipient to do or omit to do any act in violation of their lawful duty; (c) to secure any improper advantage; or (d) otherwise in violation of Anti-Corruption Laws. For the purposes of this clause, "Public Official" includes any officer, employee, representative, or agent of any government (national, regional, or local), or any department, agency, or instrumentality thereof; any government-owned or controlled entity; any public international organization; any political party or party official; or any candidate for political office. Each party further represents that it has implemented and undertakes to maintain policies and procedures reasonably designed to ensure compliance with applicable Anti-Corruption Laws.

• Titles and Interpretation.

  Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

• Signature.

  This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

Definitions

• Defining Variables.

  Variables have the meanings or descriptions given on a Cover Page. However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that Agreement.
• “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
• “Agreement” means the Order Form between Provider and Customer as governed by the Framework Terms.
• “Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
• “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
• “Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
• “Cloud Service” means the product described in the Order Form.
• “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
• “Cover Page” means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms or is governed by the Framework Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.
• “Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
• “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
• “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
• “Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
• “Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
• “Feedback” means suggestions, feedback, or comments about the Product or related offerings.
• “Fees” means the applicable amounts described in an Order Form.
• “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
• “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
• “High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
• “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
• “Key Terms” means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.
• “OFAC” means the United States Department of Treasury’s Office of Foreign Assets Control.
• “Order Form” means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product.
• “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
• “Product” means the Cloud Service, Software, and Documentation.
• “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
• “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
• “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
• “Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
• “Standard Terms” means these Distill Service Agreement terms, which are posted at https://www.distillintelligence.com/terms-of-service.
• “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
• “User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.
• “Variable” means a capitalized word or phrase, such as Subscription Period or Governing Law, whose specific meaning or description is provided on the Cover Page.

Last updated 2025-05-12