Platform Agreement

1. IMPORTANT TERMS

1.1. This Platform Agreement (the "Agreement") is between 1577750 B.C. Ltd, doing business as Stern Bench ("Stern Bench," "we," "us," or "our"), and You and governs Your use of the Service. If You are using the Service on behalf of another entity (such as your employer), You must have the authority to accept these Terms on their behalf.

1.2. By using the Service, the parties are agreeing to (i) this Agreement, (ii) our Acceptable Use Policy, (iii) our Data Processing Addendum, where applicable, and (iv) any applicable Service-Specific Terms (collectively, the "Terms").

1.3. Stern Bench may update the Terms from time-to-time with all updates being effective when posted on our website, subject to the following:

1.3.1. Other than for updates that (i) in Stern Bench's reasonable judgement, are non-material, (ii) relate to new functionality, or (iii) are required by applicable law, Stern Bench will provide notice of any update at least 15 days in advance of the update being posted. Such updates are not retroactive, but will govern Your continued use of the Service.

1.3.2. Notwithstanding Sections 1.3 and 1.3.1 above, in no event may Stern Bench update such Terms in a way that detracts from its obligations, where applicable, with respect to Confidential Information, Customer Data, or security for Paid Services or another written agreement, without express written authorization from You.

1.3.3. If Stern Bench updates the Terms pursuant to this Section 1.3 in a manner that You reasonably consider negatively impacts You, You have 15 days after notification or posting of such update to bring such matter to our attention. If we are unable to resolve Your issue (including by reverting You to our prior language for the balance of Your operative subscription term) within 15 days of You bringing such issue to our attention, You may terminate this Agreement upon 3 business days' notice (and Stern Bench will refund to You any prepaid unused Fees for the applicable Service).

1.4. In the event of any conflict between this Agreement and the remainder of the Terms, this Agreement controls, except regarding the DPA, which will govern with respect to its subject matter.

1.5. The Service is a research tool, and its Output is not legal advice. All content made available through the Service, including Output, case metadata, extracted citation data, and other analytical content, is provided for informational and research purposes only. Such content may contain errors, misstatements, or omissions.

1.6. You acknowledge that the Service may not include all relevant authorities for a given matter and that the absence of a case or reference from the Service does not guarantee that no such authority exists. You are responsible for independently verifying all information, including summaries, extracted citation data, and analytical outputs, against primary sources before relying on it for any purpose.

2. DEFINITIONS

The definitions in Section 12 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of this Agreement are also defined terms.

3. USAGE

3.1. Subject to the Terms, You and Your Affiliates may access, and we grant You and Your Affiliates the non-exclusive right to use, the Service pursuant to the Documentation. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization. You will take reasonable steps to prevent unauthorized use of the Service.

3.2. You may not (i) use the Service in a way that infringes, misappropriates, or violates any person's rights, (ii) access or use the Service from any Embargoed Countries, (iii) attempt to reverse engineer or attempt to discover the source code, architecture, or internal search, ranking, or software systems of the Service or Stern Bench's subcontractors, or (iv) attempt automated means to scrape content or Output from the Service.

3.3. To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. Stern Bench may not utilize Feedback in a way that identifies, or could be used to identify You or Your users, Customer Data, Content, or Your Confidential Information.

3.4. Any third party software, services, or other products You use in connection with the Service (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third party products.

3.5. Free Services. Certain features of the Service may be offered at no charge ("Free Services"). Free Services are provided "AS-IS" and "AS-AVAILABLE" without warranty of any kind. Sections 8.1 (Stern Bench Indemnity), 9.2 (Stern Bench Warranty), and 10.3 (Data Breach Cap) apply only to Paid Services and do not apply to Free Services. Stern Bench may modify, limit, suspend, or discontinue Free Services at any time without notice or liability. In the event of any conflict between this Section 3.5 and any other provision of these Terms, this Section 3.5 controls with respect to Free Services.

4. CONTENT

4.1. You may provide Input to the Service and receive Output from the Service. As between the parties, You own Your Content.

4.2. You may provide Input that is similar or identical to a third party's user's Input or may receive Output that is similar or identical to Output provided to other third party users. Queries that are requested by other third party users and responses provided to other third party users are not Your Content.

4.3. Judicial Decisions. Judicial decisions made available through the Service are sourced from official court publications and publicly available court records. Where applicable, Crown copyright materials, including Judicial Committee of the Privy Council judgments, are reproduced under the Open Government Licence v3.0. Judicial decisions from other jurisdictions are reproduced from publicly available court records in accordance with applicable law. The original text of judicial decisions remains the property of their respective courts or governments.

4.4. Platform Intellectual Property. As between the parties, Stern Bench retains all right, title and interest (including intellectual property rights) in and to the Service, including its platform, user interface, selection and arrangement of content, proprietary metadata structures, analytical methodologies, and the curated outputs of its automated extraction and enrichment processes. Nothing in these Terms grants You any ownership rights in the Service; Your rights are limited to a non-exclusive, revocable licence to access and use the Service in accordance with these Terms.

5. CUSTOMER DATA

5.1. In the course of using the Service, data may be generated or stored in association with Your account, including account information and limited account metadata necessary to operate the Service (collectively, "Customer Data").

5.2. As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to Stern Bench a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You or Your Affiliates, to prevent or address service or technical problems with the Service, or as may be required by applicable law.

6. FEES AND PAYMENTS

6.1. Payment terms and fees payable by You ("Fees") are as set forth in Your subscription plan or as otherwise agreed in writing between the parties. We have the right to correct invoicing errors or mistakes within 45 days of the relevant invoice being received by You.

6.2. Fees are exclusive of any taxes or other governmental assessments, including but not limited to sales, use, consumption, value-added, and goods and services taxes ("Taxes"). You are responsible for all Taxes on the Fees, except Taxes on Stern Bench's net income, employment Taxes for its employees, and real property Taxes.

6.3. If You want to dispute any Fees or Taxes, please contact founder@sternbench.com within 30 days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge at a rate of 1.5% per month. If any undisputed amount of Your Fees is past due, we may suspend Your access to the Service after we provide You written notice of late payment. In the event of a billing dispute, any undisputed amounts must be paid in full.

7. TERM AND TERMINATION

7.1. These Terms take effect as of the Effective Date and remain in effect until terminated. Either party may terminate these Terms by providing at least 30 days' written notice to the other party, with termination becoming effective at the end of the current billing period following the notice period. In the case of termination, You remain obligated to pay for any used but unpaid Fees charged to Your account.

7.2. Either party may terminate this Agreement immediately if the other party fails to cure any material breach within 30 days after receipt of written notice from the terminating party of the material breach.

7.3. In the event this Agreement is terminated before the end of a billing period for which Fees have been prepaid, You will be refunded a pro rata amount of any prepaid unused Fees inclusive of the day of termination.

7.4. Within 30 days of termination, Stern Bench will securely delete any remaining Customer Data or Content unless otherwise instructed by You.

7.5. The sections of these terms that customarily would survive such an agreement will survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.).

8. INDEMNIFICATION

8.1. Paid Services Only. Stern Bench will defend You against any claim by a third party alleging that the Paid Services, when used in accordance with these Terms and the Documentation, infringe any intellectual property right of such third party and will indemnify You for any damages, costs, and, if applicable, attorneys' fees finally awarded against You or agreed in settlement by us resulting from such claim, subject to the Data Breach Cap set forth in Section 10.3. If Your use of the Paid Services results (or in Stern Bench's opinion is likely to result) in an infringement claim, Stern Bench may either: (i) substitute functionally similar products or services, (ii) procure for You the right to continue using the Paid Services, or if (i) and (ii) are not commercially reasonable, (iii) terminate the affected Paid Services and refund to You any prepaid unused fees for such Paid Services. Stern Bench will not have an obligation to indemnify and defend to the extent the applicable claim is attributable to any materials not provided by Stern Bench either alone or in combination with the Paid Services. Notwithstanding the above, Stern Bench does not have any obligation to defend or indemnify with respect to Output that results from Input or Customer Data that is in violation of our Terms or results from Input or Customer Data that You knew or reasonably should have known was likely to lead to infringing Output.

8.2. You will defend Stern Bench against any claim by a third party arising from or relating to: (i) Your Input or (ii) Your Customer Data. You will indemnify Stern Bench for any damages, costs, and, if applicable, attorneys' fees finally awarded against Stern Bench or agreed in settlement by You resulting from such claim.

8.3. In the event of a potential indemnity obligation under this section, each party (the "Indemnified Party") will: (i) promptly notify the other party (the "Indemnifying Party") in writing of the claim, (ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party's cost and expense, and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party's expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this section will not relieve the Indemnifying Party of its obligations under this section. However, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 8 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.

9. WARRANTY AND DISCLAIMER

9.1. You warrant that You have the necessary rights in Your Customer Data and Input to use it with the Service and that Your use of the Service will comply with all applicable laws and regulations.

9.2. Paid Services Only. Stern Bench warrants that, during the applicable subscription term for the Paid Services, (i) the Paid Services will conform in all material respects with the specifications provided by Stern Bench, including in our Documentation, (ii) it will provide the Paid Services in a professional and workmanlike manner with personnel having a level of skill commensurate with the requirements of this Agreement, (iii) the Paid Services do not to our knowledge infringe any third party intellectual property right, and (iv) its provision of the Paid Services will comply with all applicable laws and regulations.

9.3. Except for the warranties in this section, the parties disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title. Stern Bench does not represent or warrant that the use of the Service will be uninterrupted or error-free.

10. LIMITATIONS ON LIABILITY

10.1. In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.

10.2. Other than with respect to (i) either party's payment obligations under these Terms, (ii) the claims indicated in Section 10.3 below, and (iii) claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct), in no event will either party's total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed: (a) with respect to Paid Services, the amount actually paid or payable to Stern Bench by You in the prior 12 months relating to Your use of the applicable Paid Services; and (b) with respect to Free Services, US$100 in the aggregate (the "Liability Cap").

10.3. Paid Services Only. For claims relating to data breaches of Your Customer Data caused by Stern Bench's breach of its obligations under the DPA, either party's breach of its obligations relating to confidentiality, or Stern Bench's obligations under Section 8.1 (Stern Bench Indemnity), total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms will not exceed two times the amount actually paid or payable to Stern Bench by You in the prior 12 months relating to Your use of the applicable Paid Services (the "Data Breach Cap").

11. GENERAL TERMS

11.1. Assignment. Neither party may assign these Terms without the advance written consent of the other party, except that Stern Bench may (i) assign these Terms in their entirety to any Affiliate or (ii) assign these Terms in connection with a consolidation, merger or sale of all or substantially all of Stern Bench's assets.

11.2. Subcontracting. Stern Bench may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers. Notwithstanding the above, any Subprocessor brought on after the Effective Date that would have access to Your Customer Data or Content in connection with Paid Services or another written processor relationship must be brought on in accordance with the Data Processing Addendum. For Free Services, subprocessors are governed by the Privacy Policy and applicable Service-Specific Terms, except to the extent otherwise required by applicable law.

11.3. Severability and Interpretation. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect.

11.4. Affiliate Usage. You may grant Your Affiliates access to and use of the Service under Your account; provided, that You ensure such Affiliates are aware of, and You are responsible for their compliance with, the Terms. Actions taken or omissions made by Your Affiliates in connection with their access or use of the Service are subject to the Terms and deemed as if taken or made by You. Any claims Your Affiliates may have in connection with the Terms or Service shall be made exclusively by You on behalf of Your Affiliates and shall be subject to the limitations set forth in these Terms, including Section 10 (Limitations on Liability), all of which apply in the aggregate across You and Your Affiliates.

11.5. Open Source Software. Paid Services Only. Stern Bench warrants that it will not use any software in the Paid Services that would cause Your software to become subject to an open source license that would require, as a condition of use, Your software to be disclosed or distributed in source code form or would give others the right to modify Your software.

11.6. Confidentiality. Each party (as the "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party containing protections not materially less protective than this section. If the Receiving Party is required by applicable law or court order to disclose Confidential Information, then the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

11.7. Usage Data. Stern Bench may collect and use Usage Data to develop, improve, support, secure, and operate the Service. Stern Bench may disclose Usage Data to third parties only in aggregated, de-identified, or anonymized form, or as otherwise described in the Privacy Policy. Usage Data does not, by itself, create confidentiality obligations under Section 11.6 except to the extent it includes information that independently qualifies as Confidential Information.

11.8. No Training. Stern Bench will not use Your Content or Customer Data to train general-purpose AI models. Stern Bench will require its subprocessors not to use Your Content or Customer Data for such training. Nothing in this Section limits Stern Bench or its subprocessors from retaining or processing limited operational metadata or service data for security, abuse prevention, debugging, billing, analytics, attribution, reliability, performance, or legal compliance, as described in the Privacy Policy and applicable Service-Specific Terms.

11.9. Privacy Policy. Your users will be subject to our Privacy Policy to the extent not in conflict with the Terms in using the Service.

11.10. Data Processing Addendum. Stern Bench will comply with the Data Processing Addendum only to the extent it applies under its terms. The Data Processing Addendum applies only with respect to Paid Services or another written agreement under which Stern Bench processes Customer Data or Content on Your behalf as a processor. Free Services are governed by the Privacy Policy and applicable Service-Specific Terms, except to the extent otherwise required by applicable law.

11.11. Use of Name. Stern Bench may reference You as a customer of the Paid Services and use Your name or logo for that purpose only with Your prior written consent or as otherwise agreed in writing.

11.12. Governing Law. These Terms will be governed by the Governing Laws without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods.

11.13. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration. For customers in the EEA, Switzerland or UK, matters will be determined by a sole arbitrator in London, subject to the Rules of Arbitration of the International Chamber of Commerce. For all other customers, matters will be determined by a sole arbitrator subject to the applicable rules of the British Columbia International Commercial Arbitration Centre. For matters with a disputed amount in controversy of more than $250,000, the matter will be heard before a panel of three arbitrators in the same seat/venue and under the same applicable rules specified above. Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

11.14. Notice. All notices must be in writing (in English) and addressed to the parties via email: (i) for Stern Bench, notice must be sent to founder@sternbench.com, and (ii) for You, to the email address associated with Your account. Either party may update its email address for notices under these Terms by providing the other party notice in accordance with this section.

11.15. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving party.

11.16. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Your use of the Service and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in these Terms. Each party represents that, in connection with the Service, it has not relied on any term or representation not contained in these Terms.

11.17. Export Control. The parties agree to comply with all export and import laws and regulations of the United States, Canada, and other applicable jurisdictions. The Service may not be used in or for the direct or indirect benefit of, exported, re-exported, or transferred to (i) any U.S. embargoed countries or territories, or countries that have been designated by the U.S. government as "state sponsors of terrorism" (collectively, the "Embargoed Countries") or (ii) any person designated on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Assets Control, the U.S. Department of State, or the U.S. Department of Commerce, or any person owned or controlled by designated parties or (iii) any other sanctions or export restricted party lists maintained by the U.S., Canada, or any other applicable jurisdiction. You represent and warrant that You and Your Affiliates are not located or operating in any Embargoed Countries and are not designated on any such restricted party lists or owned or controlled by such designated parties.

11.18. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay applicable Fees and expenses) if the delay or failure results from any cause beyond such party's reasonable control that could not have been prevented through the use of commercially reasonable safeguards, including acts of God, labor disputes, or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

12. DEFINED TERMS

"Acceptable Use Policy" means Stern Bench's policy governing the use of its Service as located at /acceptable-use.

"Affiliate" means any entity that (i) directly or indirectly controls, is controlled by, or is under common control with the subject entity where "control," for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity and (ii) is not otherwise a portfolio company, investment, or entity in which a party (or any of its Affiliates) holds an ownership interest solely as a passive investment.

"Agreement" has the meaning set forth in Section 1.1.

"Confidential Information" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. With respect to Paid Services, Customer Data and Content that You save, store, or submit for account-associated use are Your Confidential Information. Search queries and browsing activity submitted in connection with Free Services are not Confidential Information solely by virtue of submission through the Service.

"Content" means Input and Output collectively.

"Customer Data" has the meaning set forth in Section 5.1.

"Data Breach Cap" has the meaning set forth in Section 10.3.

"Data Processing Addendum" or "DPA" means the Data Processing Addendum governing Stern Bench's processing of Content and Customer Data as located at /data-processing-addendum as of the Effective Date; provided that if the parties have executed a separate operative agreement governing Stern Bench's processing of Content and Customer Data, such agreement shall instead apply as the DPA.

"Disclosing Party" has the meaning set forth in Section 11.6.

"Documentation" means the technical and other documents regarding usage of the Service as may be made available to You. Stern Bench may update the Documentation from time-to-time.

"Effective Date" means the date which is the earlier of (i) when You first use the Service or (ii) the effective date of a subscription plan or other written agreement referencing this Agreement.

"Embargoed Countries" has the meaning set forth in Section 11.17.

"Feedback" means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to Stern Bench by You relating to our offerings. Feedback excludes Customer Data and Content.

"Fees" has the meaning set forth in Section 6.1.

"Free Services" means any portion of the Service made available by Stern Bench at no charge.

"Governing Law" means (i) for customers in the EEA, Switzerland, or UK, the laws of England and Wales, and (ii) for all other customers, the laws of British Columbia and the federal laws of Canada applicable therein.

"Indemnified Party" has the meaning set forth in Section 8.3.

"Indemnifying Party" has the meaning set forth in Section 8.3.

"Input" means the query provided by a user to the Service.

"Liability Cap" has the meaning set forth in Section 10.2.

"Stern Bench" means 1577750 B.C. Ltd, a British Columbia limited company, doing business as Stern Bench, as well as all of its Affiliates.

"Output" means the output provided by the Service to a user in response to such user's Input.

"Paid Services" means any portion of the Service made available by Stern Bench for a fee under a subscription plan, order form, or other written commercial arrangement.

"Privacy Policy" means Stern Bench's policy governing the privacy provisions related to its Service as located at /privacy.

"Receiving Party" has the meaning set forth in Section 11.6.

"Service" means the software-as-a-service offering made available by Stern Bench, including through its web application at / and any other applications, integrations, or interfaces provided now or in the future by Stern Bench. The Service includes all related features, functionalities, and components as described in Stern Bench's Documentation or as otherwise made available by Stern Bench from time to time.

"Subprocessor" means any subcontractor or vendor of Stern Bench that has access to or otherwise processes Customer Data or Content. Subprocessor is inclusive of any Subprocessor identified in the Data Processing Addendum.

"Taxes" has the meaning set forth in Section 6.2.

"Terms" has the meaning set forth in Section 1.2.

"Usage Data" means aggregate usage metrics, service-performance information, and limited security or abuse-prevention metadata reflecting the access, interaction, or use of the Service by or on behalf of Customer, together with statistical or other analysis, information, or data based on, or derivative works of, the foregoing. Usage Data does not include any Customer Data or Content.

"You" or "Your" means (i) the organization or individual contracting for the use of the Service and (ii) the respective authorized users from Your organization as appropriate.

"We" or "we" or "Our" or "our" means Stern Bench.