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 Stern Bench Assistant. 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, (iv) our Security Addendum, where applicable, (v) our Privacy Policy, and (vi) 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 judgment 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 the Terms in a way that detracts from its obligations, where applicable, with respect to Confidential Information, Customer Data, Content, 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 governs with respect to its subject matter, and the Service-Specific Terms, which control with respect to the features and services governed by those terms.

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, thread content, summaries, citation data, research outputs, and other analytical content, is provided for informational and research purposes only. Such content may contain errors, misstatements, omissions, incomplete reasoning, or unsupported inferences.

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

2. DEFINITIONS

The definitions in Section 12 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, internal model behavior, retrieval logic, ranking systems, or software systems of the Service or Stern Bench's subcontractors, or (iv) attempt automated means to scrape content, thread 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 use 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 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, 9.2, and 10.3 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 user's Input or may receive Output that is similar or identical to Output provided to other users. Queries, prompts, and responses requested by or provided to other users are not Your Content.

4.3. 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. As between the parties, Stern Bench retains all right, title, and interest in and to the Service, including its platform, user interface, thread and workspace architecture, selection and arrangement of content, proprietary metadata structures, analytical methodologies, retrieval and ranking systems, orchestration logic, 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, saved, or stored in association with Your account or dedicated workspace context, including account information, persistent threads, workspace-associated conversations, saved prompts, saved responses, saved research artifacts, exported artifacts, settings, preferences, instructions, and limited account-linked metadata necessary to operate, secure, and support the Service (collectively, "Customer Data"). Where uploads are expressly enabled for the applicable serious pilot deployment, uploaded materials will also constitute Customer Data.

5.2. As between the parties, You retain all right, title, and interest 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, prevent or address service or technical problems, secure and operate the Service, or comply with applicable law.

6. FEES AND PAYMENTS

6.1. Payment terms and fees payable by You ("Fees") are as set forth in Your subscription plan, order form, pilot arrangement, 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 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 providing 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 or subscription term 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.

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. Following termination, Stern Bench will delete or return remaining Customer Data or Content within a commercially reasonable period unless otherwise instructed by You, subject to the architecture of the serious pilot deployment, any retention permitted or required under the Terms, the Privacy Policy, the DPA, the Security Addendum, applicable law, residual local browser storage, or backup-cycling and security needs.

7.5. The sections of these Terms that customarily would survive termination will survive.

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.

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. Each party seeking indemnity will promptly notify the other party in writing of the claim, allow the indemnifying party the right to control the investigation, defense, and settlement of the claim at the indemnifying party's cost and expense, and provide reasonable cooperation at the indemnifying party's expense.

9. WARRANTY AND DISCLAIMER

9.1. You warrant that You have the necessary rights in Your Customer Data and Input to use them with the Service and that Your use of the Service will comply with 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 the Documentation, (ii) it will provide the Paid Services in a professional and workmanlike manner, (iii) the Paid Services do not, to Stern Bench's knowledge, infringe any third party intellectual property right, and (iv) its provision of the Paid Services will comply with applicable laws and regulations.

9.3. Except for the warranties in this section, the parties disclaim all warranties, express or implied, including 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, business interruption, loss of goodwill, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms.

10.2. Other than with respect to (i) either party's payment obligations, (ii) the claims indicated in Section 10.3, and (iii) claims based on liability that cannot be limited by law, in no event will either party's total liability 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 the applicable Paid Services; and (b) with respect to Free Services, US$100 in the aggregate.

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 confidentiality obligations, or Stern Bench's obligations under Section 8.1, total liability will not exceed two times the amount actually paid or payable to Stern Bench by You in the prior 12 months relating to the applicable Paid Services.

11. GENERAL TERMS

11.1. Neither party may assign these Terms without the advance written consent of the other party, except that Stern Bench may assign these Terms to an Affiliate or in connection with a merger, consolidation, or sale of all or substantially all of its assets.

11.2. 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 their performance. Any Subprocessor that has access to Your Customer Data or Content in connection with Paid Services or another written processor relationship must be managed in accordance with the Data Processing Addendum.

11.3. 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. 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.

11.5. 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 licence requiring Your software to be disclosed or distributed in source code form or giving others the right to modify Your software.

11.6. Each party will protect the other party's Confidential Information using at least reasonable care and will use it only as necessary for purposes consistent with these Terms.

11.7. 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.

11.8. Stern Bench does not intend to use Your Content or Customer Data to train general-purpose AI models. Where Stern Bench makes a no-training commitment in connection with Paid Services or another written arrangement, that commitment applies subject to the actual provider stack and contractual commitments in place for the relevant deployment.

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

11.10. Stern Bench will comply with the Data Processing Addendum only to the extent it applies under its terms.

11.11. 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. These Terms will be governed by the Governing Law set out in Section 12.

11.13. Any dispute, claim, or controversy arising out of or relating to this Agreement or its breach will be determined by arbitration. For customers in the EEA, Switzerland, or the UK, matters will be determined in London under the Rules of Arbitration of the International Chamber of Commerce. For all other customers, matters will be determined under the applicable rules of the British Columbia International Commercial Arbitration Centre.

11.14. All notices must be in writing and addressed via email: (i) for Stern Bench, founder@sternbench.com, and (ii) for You, the email address associated with Your account.

11.15. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, and no waiver will be effective unless in a writing signed by the waiving party.

11.16. 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 prior agreements, understandings, and communications relating to the subject matter in these Terms.

11.17. The parties agree to comply with all applicable export and import laws and regulations of the United States, Canada, and other applicable jurisdictions.

11.18. Neither party will be liable to the other for delay or failure to perform any obligation under these Terms, except payment obligations, if the delay or failure results from a cause beyond such party's reasonable control.

12. DEFINED TERMS

"Acceptable Use Policy" means Stern Bench's policy governing the use of its Service as located at the applicable legal route for the Service.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where control means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.

"Confidential Information" means all information that is identified as confidential at the time of disclosure or reasonably should be known 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 persistent thread or workspace content submitted, saved, or stored for account-associated use are Your Confidential Information.

"Content" means Input and Output collectively.

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

"Data Processing Addendum" or "DPA" means the Data Processing Addendum governing Stern Bench's processing of Customer Data or Content where Stern Bench acts as a processor under the applicable Terms or another written agreement.

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

"Free Services" has the meaning set forth in Section 3.5.

"Input" means the prompt, query, instruction, thread message, or other material provided by a user to the Service.

"Output" means the output, response, summary, analysis, or other material provided by the Service to a user in response to that user's Input.

"Paid Services" means the portions of the Service made available for a fee under an order form, pilot arrangement, subscription plan, or another written commercial arrangement.

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

"Service" means Stern Bench Assistant, including the web-based assistant functionality, persistent research threads, dedicated or isolated pilot workspace components, related interfaces, and related features, functionalities, and components as described in Stern Bench's Documentation or Service-Specific Terms or as otherwise made available by Stern Bench from time to time.

"Usage Data" means information reflecting the access, interaction, or use of the Service by or on behalf of Customer, including frequency, duration, volume, features, functions, visit, session, click-through or clickstream data, and statistical or other analysis based on the foregoing. Usage Data does not include Customer Data or Content, though it may include limited operational or account-linked metadata as described in the Privacy Policy.

"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.