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 Research. If You are using the Service on behalf of another entity, You must have authority to accept these Terms on its behalf.

1.2. By using the Service, the parties are agreeing to this Agreement, our Acceptable Use Policy, our Privacy Policy, our Service Terms, our Data Processing Addendum where applicable, and any applicable written order form, pilot arrangement, or other service-specific terms (collectively, the "Terms").

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

1.3.1. Other than for updates that, in Stern Bench's reasonable judgment, are non-material, relate to new functionality, or are required by applicable law, Stern Bench will provide notice of any update at least 15 days before the update is posted.

1.3.2. Stern Bench will not update the Terms in a way that materially detracts from its obligations with respect to Confidential Information, Customer Data, or DPA Data under an active paid subscription or other written arrangement without express written authorization from You.

1.3.3. If Stern Bench updates the Terms in a manner that You reasonably believe negatively impacts You, You may notify us within 15 days after notice or posting. If we cannot resolve the issue within 15 days after You raise it, You may terminate the affected paid arrangement on 3 business days' notice and receive a refund of prepaid unused fees for the terminated portion.

1.4. In the event of any conflict between this Agreement and the other Terms, this Agreement controls, except that the Data Processing Addendum controls with respect to its subject matter and the Service Terms control with respect to product-specific features and limitations.

1.5. The Service is a legal research tool. Output is not legal advice. All content made available through the Service, including AI-generated answers, citations, summaries, and research outputs, is provided for informational and research purposes only and may contain errors, omissions, or incomplete reasoning.

1.6. You acknowledge that the Service may not include all authorities relevant to a matter and that the absence of a case, citation, or reference does not guarantee that no such authority exists. You are responsible for independently verifying all information against primary sources before relying on it.

2. Definitions

The definitions in Section 12 apply to these Terms. Capitalized terms used in quotation marks in 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.

3.2. You may not:

• use the Service in a way that infringes, misappropriates, or violates another person's rights;
• access or use the Service from embargoed or prohibited jurisdictions in violation of applicable law;
• 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 providers; or
• use automated means to scrape or systematically extract content or Output from the Service except as expressly permitted in writing.

3.3. To the extent that You provide Feedback, Stern Bench may use and incorporate that Feedback into its products and services, provided Stern Bench does not use Feedback in a way that identifies You, Your users, Your Confidential Information, Your Customer Data, or Your Content.

3.4. Third-party software or services You use in connection with the Service are subject to their own terms, and Stern Bench is not responsible for those third-party products.

3.5. Free Services. Certain features may be made available at no charge ("Free Services"). Free Services are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. Stern Bench may modify, limit, suspend, or discontinue Free Services at any time without notice or liability.

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 another user's Input or receive Output that is similar or identical to Output provided to other users. Inputs and outputs associated with other users are not Your Content.

4.3. Judicial decisions made available through the Service are sourced from official court publications, public court records, or other lawful public sources. Where applicable, Crown copyright materials, including Judicial Committee of the Privy Council judgments, are reproduced under the Open Government Licence v3.0. The original text of judicial decisions remains the property of the relevant courts, governments, or other rights holders.

4.4. As between the parties, Stern Bench retains all right, title, and interest in and to the Service, including the platform, user interface, case corpus arrangement, metadata structures, extraction layers, retrieval and ranking systems, and other service architecture and intellectual property. Your rights are limited to the non-exclusive right to use the Service in accordance with the 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, authentication metadata, settings, preferences, and limited account-linked operational data necessary to operate, secure, and support the Service (collectively, "Customer Data").

5.2. In the current session-scoped Research lane, Stern Bench does not retain durable user-visible prompt or output history by default. If Stern Bench later enables saved account-linked research features, materials retained through those features will also constitute Customer Data.

5.3. As between the parties, You retain all right, title, and interest in and to the Customer Data. You grant Stern Bench a non-exclusive, worldwide, royalty-free right to process Customer Data and Your Input to the extent necessary to provide, secure, support, and improve the Service or comply with applicable law.

6. Fees and Payments

6.1. Fees payable by You are as set out in Your subscription plan, pilot arrangement, order form, or other written agreement. Stern Bench may correct invoicing errors or mistakes within 45 days of the relevant invoice.

6.2. Fees are exclusive of taxes, duties, levies, or other governmental assessments, including sales, use, value-added, goods and services, or similar taxes ("Taxes"). You are responsible for all Taxes on the Fees except taxes on Stern Bench's net income, employment taxes, and real property taxes.

6.3. To dispute any Fees or Taxes, contact founder@sternbench.com within 30 days of the invoice date. Undisputed overdue amounts may accrue interest at 1.5% per month. Stern Bench may suspend access for non-payment after written notice.

7. Term and Termination

7.1. These Terms take effect on the Effective Date and remain in effect until terminated. Either party may terminate on at least 30 days' written notice, effective at the end of the then-current billing period or subscription term.

7.2. Either party may terminate immediately if the other party fails to cure a material breach within 30 days after written notice.

7.3. If this Agreement is terminated before the end of a prepaid billing period, Stern Bench will refund prepaid unused fees on a pro rata basis.

7.4. Following termination, Stern Bench will delete or return retained Customer Data or DPA Data within a commercially reasonable period, unless otherwise required by law or reasonably necessary for security, fraud prevention, dispute resolution, backup cycling, troubleshooting, or legal compliance. Local browser storage and residual technical records may persist outside Stern Bench's direct control.

7.5. Terms that by their nature should survive termination will survive.

8. Indemnification

8.1. Paid Services Only. Stern Bench will defend You against any third-party claim alleging that the paid Service, when used in accordance with the Terms and Documentation, infringes that third party's intellectual property rights, and will indemnify You for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement, subject to Section 10.3.

8.2. You will defend Stern Bench against any third-party claim arising from or relating to Your Input, Your Customer Data, or Your use of the Service in violation of the Terms, and will indemnify Stern Bench for resulting damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

8.3. The party seeking indemnity must promptly notify the other party of the claim, allow the indemnifying party to control the defense and settlement, 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 law.

9.2. Paid Services Only. Stern Bench warrants that, during the applicable paid term, the paid Service will conform in all material respects to Stern Bench's Documentation and will be provided in a professional and workmanlike manner.

9.3. Except as expressly stated in these Terms, the Service is provided "AS IS" and "AS AVAILABLE." Stern Bench disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Stern Bench does not warrant uninterrupted or error-free operation.

10. Limitations on Liability

10.1. Neither party will be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost revenue, loss of goodwill, or business interruption, arising out of or in connection with the Terms.

10.2. Except for payment obligations, claims that cannot be limited by law, and the claims described in Section 10.3, each party's aggregate liability under the Terms will not exceed: (a) for Paid Services, the amount paid or payable by You to Stern Bench for the applicable Service during the 12 months preceding the claim; and (b) for Free Services, US$100 in the aggregate.

10.3. Paid Services Only. For claims relating to breaches of confidentiality, Stern Bench's indemnity obligations under Section 8.1, or breaches of Stern Bench's obligations under the Data Processing Addendum with respect to DPA Data, Stern Bench's aggregate liability will not exceed two times the amount paid or payable by You to Stern Bench for the applicable Service during the 12 months preceding the claim.

11. General Terms

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

11.2. Stern Bench may use subcontractors and service providers to provide the Service, provided that Stern Bench remains responsible for their performance to the extent required by the Terms.

11.3. If any provision of the Terms is found unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions will remain in effect.

11.4. You may permit Your Affiliates to use the Service under Your account, but You remain responsible for their compliance with the Terms.

11.5. 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 the Terms.

11.6. Stern Bench may collect and use Usage Data to operate, secure, support, and improve the Service. Stern Bench may disclose Usage Data only in aggregated, de-identified, anonymized, or otherwise permitted form as described in the Privacy Policy.

11.7. Stern Bench does not use Your Content or Customer Data to train Stern Bench's own general-purpose AI models. Provider-side commitments depend on the provider arrangements applicable to the relevant deployment and written commercial arrangement, if any.

11.8. Your use of the Service is also subject to the Privacy Policy. The Data Processing Addendum applies only to the extent Stern Bench acts as a processor of DPA Data on Your behalf.

11.9. Stern Bench may reference You as a paid customer only with Your prior written consent or as otherwise agreed in writing.

11.10. The Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein, except that for customers in the EEA, Switzerland, or the UK, the governing law for the arbitration clause and dispute framework will be England and Wales where required by the applicable written arrangement.

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

11.12. All notices under the Terms must be in writing and sent by email to founder@sternbench.com for Stern Bench and to the email address associated with Your account for You.

11.13. No waiver will be implied from conduct or failure to enforce rights under the Terms. No waiver is effective unless in writing.

11.14. The Terms are the complete and exclusive agreement between the parties regarding the Service and supersede prior discussions or understandings on that subject matter.

11.15. The parties will comply with applicable export and import control laws and regulations.

11.16. Neither party is liable for delay or failure to perform, other than payment obligations, due to causes beyond its reasonable control.

12. Defined Terms

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership or control of more than 50% of the voting interests of the entity.

"Confidential Information" means information identified as confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure. For paid arrangements, retained Customer Data and DPA Data are Your Confidential Information.

"Content" means Input and Output collectively.

"Customer Data" has the meaning set out in Section 5.

"Data Processing Addendum" or "DPA" means Stern Bench's data processing addendum applicable where Stern Bench acts as a processor of DPA Data on Your behalf.

"Documentation" means Stern Bench's published usage, help, or service materials for the Service.

"DPA Data" means Customer Data or Content that is personal data processed by Stern Bench on Your behalf as a processor under a paid arrangement or other written agreement that expressly applies the DPA.

"Effective Date" means the earlier of the date You first use the Service and the effective date of a written plan, order form, pilot arrangement, or other agreement referencing these Terms.

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

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

"Output" means the response, summary, analysis, citation, or other material generated by the Service in response to Input.

"Service" means Stern Bench Research, including the web-based AI-assisted legal research functionality and related interfaces and features made available by Stern Bench.

"Usage Data" means information reflecting access to, interaction with, or use of the Service, including frequency, duration, volume, session data, feature-use data, clickstream data, and related operational metadata. Usage Data does not itself include Customer Data, except to the extent expressly described in the Privacy Policy.

"You" or "Your" means the individual or organization using or contracting for the Service, and its authorized users where applicable.