Terms of Service

Last updated: May 26, 2024

These Terms of Service (“Terms”) govern your or the company or entity on whose behalf you accepted these Terms (“ you”,“Customer”) use of the website located at www.distill.fyi (the “Site”)and any corresponding services offered therein (the Site and any corresponding services collectively, the “Services”) as made available by Distill Tech, Inc. (“Distill”). Distill and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” If you are accessing and using the Services on behalf of yourself as an individual, you are an “Individual Customer”, and if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you are a “Business Customer”.  

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. INDIVIDUAL CUSTOMERS (AS DEFINED BELOW): WHEN YOU AGREE TO THESE TERMS AS AN INDIVIDUAL CUSTOMER, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DISTILL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION  12 “GOVERNING LAW; DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1. Agreement To Terms.

By accessing or using our Services, you agree to be bound by these Terms on the date you access or use the Services or as otherwise agreed by the Parties in writing (the “Effective Date”). If you don’t agree to be bound by these Terms, do not use the Services. If you are a Business Customer, you represent and warrant that you have the authority to bind the entity on whose behalf you access or use the Services to these Terms. In that case, “you” and “your” will refer to that entity.

2. Privacy Notice.

Please review our Privacy Notice, available at https://distill.fyi/privacy, which also governs your and your Authorized Users’ use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services.

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or we may also send you other communications about the updated Terms. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the updates. If you don’t agree to be bound by the updates, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Definitions.

  1. "Aggregate Data" means any data that is derived or aggregated in de identified form from any Customer Materials, Output, or Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.
  2. "Authorized Users" means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services.
  3. "Customer Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Distill in connection with Customer’s use of the Services, including Input, but excluding, for clarity, Aggregate Data, Feedback, and Output, and any other information, data, data models, content or materials owned or controlled by Distill and made available through or in connection with the Services.
  4. "Distill IP" means the Services, the Output, the underlying software provided in conjunction with the Services, any algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, the Documentation, and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship),and all Intellectual Property Rights in and to any of the foregoing.
  5. "Documentation" means the documentation relating to the Services if and as provided by Distill to Customer (including any revised versions thereof), which may be updated from time to time upon notice to Customer.
  6. "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

4. Access and Use.

  1. Services. Subject to the terms and conditions of these Terms, Distill hereby grants Customer, during the Term, a limited, non-exclusive, non-transferable (except in compliance with Section 14(b)) right to access and use (and permit Authorized Users to access and use) theServices and the Output (as defined below) in accordance with the Documentation and these Terms.
  2. Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with these Terms; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights, rights of publicity or privacy, or any other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) utilize the Services, Documentation, Input or Output to train, improve or have trained or improved an AI model (e.g.,engage in “model scraping”); or (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Distill for use expressly for such purposes.
  3. Authorized Users. Customer may permit Authorized Users to access and use the Services in accordance with the Documentation and these Terms, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their access to and use of the Services and their compliance with these Terms, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access theServices in accordance with customary security protocols, and will promptly notify Distill if Customer knows or reasonably suspects that any user name and/or password has been compromised.
  4. Ownership of Distill IP. Subject to the limited rights expressly granted hereunder, Distill reserves and, as between the Parties will solely own, the Distill IP and all rights, title and interest in and to the Distill IP. No rights are granted to Customer here under (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
  5. Feedback. From time to time, Customer or its employees, contractors, representatives may provide Distill with suggestions, comments or feedback with regard to the Services (collectively, “Feedback”).Customer hereby grants Distill a perpetual, irrevocable, royalty-free and fully paid up license to use and exploit allFeedback in connection with Distill’s business purposes, including, without limitation, the testing, development, maintenance and improvement of theServices. For clarity, Feedback is not considered Confidential Information (as defined below).
  6. Third-PartyServices. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-PartyServices”). Distill does not provide any aspect of theThird-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.
  7. Input and Output. The Services will generate output forCustomer (each, “Output”) in response to: (i) interaction, request or input from an Authorized User; and (ii)Customer Materials uploaded to influence the Output or Services (collectively,“Input”). As between the Parties, to the extent permitted by applicable law and subject to Section 4(d): (A) Customer owns all Input provided by Customer; and (B) subject to Customer’s ownership of any Input incorporated therein, Distill reserves right, title and interest in and to the Output. Customer may not: (1) use Output to develop or have developedAI or machine learning models that compete with Distill; nor (2) sell Output to any third parties. Distill may use and modify Input and Output to comply with applicable law.

5. Subscriptions.

Distill may require payment of a subscription fee (“Subscription”)for use of the Services (or certain portions thereof) and you agree to pay fees associated with your Subscription, if applicable, as described below.

  1. General. By purchasing a Subscription (each, a “Transaction”),you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete yourTransaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing yourTransaction. By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
  2. Subscriptions. If you purchase a Subscription, you will be charged the applicable Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and at the beginning of each renewal term thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE DISTILL TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we(or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the PaymentInformation you have provided until you cancel your Subscription. Where required by applicable law, Distill will send you a reminder with the then-currentSubscription Fee before the expiration of your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that yourSubscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Distill. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
  3. Cancelling A Subscription. YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT WHERE REQUIRED BY LAW, ALL TRANSACTIONS. ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel yourTransaction for any reason; if we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

6. Customer Materials.

Customer hereby grants Distill and its licensors a non-exclusive, worldwide, royalty-free right and license to use, reproduce, publicly display, publicly perform, modify and create derivative works of the Customer Materials and Input (i) for the purpose of hosting, operating, improving and providing the Services and Distill’s other related products, services and technologies; and (ii) for the purpose of creating or developing Aggregate Data during the Term. As between Customer and Distill, Customer owns and retains all right, title and interest in and to all Customer Materials.

7. Confidential Information.

  1.  Confidentiality. "Confidential Information" means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether or ally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and theDocumentation will be deemed Confidential Information of Distill, and Input will not be deemed the Confidential Information of Customer. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Distill may use and modify Confidential Information of Customer in de identified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
  2. Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the DisclosingParty that can be evidenced in writing; or (iv) is rightfully obtained by theReceiving Party from a third-party without restriction on use or disclosure.     

8. Representations and Warranties; Disclaimer.

  1. Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms and its obligations hereunder have been duly authorized by all necessary actions and do not violate its organizational documents. 
  2. Customer Additional Representations. Customer represents and warrants that Distill’s use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or infringe or violate any Intellectual Property Rights, rights of publicity or privacy, or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.
  3. Disclaimer. THE SERVICES AND OTHER DISTILL IP ARE PROVIDED ON AN “AS IS” BASIS AND DISTILL MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE DISTILL IP, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUTOF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY,TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
  4. Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning,Output may not be unique, and the Services may generate the same or similar output for Distill or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY,QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, DISTILL WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER MATERIALS, INPUT,OUTPUT OR THEIR USE. CUSTOMER WILL EVALUATE THE CONTENT, NATURE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.

9. Term and Termination.

  1. Term.  These Terms shall commence on the EffectiveDate and will remain in effect for as long as you access or use the Services and until terminated in accordance with Section 9(b) (the "Term").
  2. Termination
    1. Individual Customers and certain Business Customers. If you are (i) accessing or using the Services as an IndividualCustomer or (ii) a Business Customer accessing or using the Services free of charge, we may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected].
    2. Business Customers. If you are accessing or using the Services as a paying BusinessCustomer or pursuant to a Subscription, then either Party may terminate these Terms, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
    3. Survival. This Section9(b)(iii) and Sections4(b), 4(d), 5, 6, 7, 8, 10, 11, 12, and 13 survive any termination or expiration of these Terms.
  3. Effect of Termination. Upon expiration or termination of these Terms: (i) the rights granted pursuant to Section 4(a) and Section 7 will terminate; and(ii) Customer will return or destroy, at Distill’s sole option, all Distill ConfidentialInformation in its possession or control, including permanent removal of such Distill Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are inCustomer’s possession or under Customer’s control, and at Distill’s request, certify in writing to Distill that the Distill ConfidentialInformation has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affectCustomer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination or entitle Customer to any refund.

10. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DISTILL NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF ORIN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DISTILL OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IFA LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DISTILL’STOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THEUSE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO DISTILL FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DISTILL, AS APPLICABLE.THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DISTILL AND YOU.

11. Indemnification.

You will indemnify and hold Distill and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your Customer Materials and/or Input, or (c) your violation of these Terms.

12. Governing Law; Dispute Resolution.

  1. Governing Law; Jurisdiction. If you are accessing and using theServices as a Business Customer or an Individual Customer, then these Terms and any action, dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Dispute") will be governed by the laws of the State of California, without regard to its conflict of laws provisions. If you are a Business Customer, the exclusive jurisdiction for all Disputes will be the state and federal courts located in Kent county, Delaware, and you and Distill each waive any objection to jurisdiction and venue in such courts.
  2. Mandatory Arbitration of Disputes. If you are accessing and using the Services as an Individual Customer, then Section 12(b)– Section 12(h) will govern any Dispute. We each agree that all Disputes will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Distill agree that the U.S.Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Distill are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
  3. Exceptions. As limited exceptions to Section 12(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our Intellectual Property Rights.
  4. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American ArbitrationAssociation (“AAA”) under its Consumer Arbitration Rules (the “AAARules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. TheAAA provides a form Demand for Arbitration at www.adr.org.

    Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
  5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds yourDispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
  6. Injunctive and Declaratory Relief. Except as provided in Section 12(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
  7. Class Action Waiver. YOU AND DISTILL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR ORITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of Section 12(b) – 12(h) shall be null and void.
  8. Severability. With the exception of any of the provisions in Section 12(g) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of theseTerms is invalid or unenforceable, the other parts of these Terms will still apply.

13. General.

  1. Entire Agreement. These Terms are the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Terms may be amended or modified only by a written document executed by duly authorized representatives of the Parties.
  2. Assignment. Neither Party may assign or transfer theseTerms, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer these Terms without such consent will be void. Not withstanding the foregoing, Distill may assign or transfer these Terms to a third party that succeeds to all or substantially all of Distill’s business and assets relating to the subject matter of theseTerms, whether by sale, merger, operation of law or otherwise.  Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
  3. Notices. Any notices or other communications provided by Distill under these Terms will be given: (i) via email; or (ii) by posting to theServices. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
  4. Relationship of the Parties.Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
  5. Waiver. Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver.
  6. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of theParties, and the remaining provisions of these Terms will remain in full force and effect.
  7. Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”)o ensure that the Services are not:(i) exported or re-exported directly or indirectly in violation of TradeLaws; or (ii) used for any purposes prohibited by the Trade Laws.
  8. U.S. Government End Users. The Services were developed solely at private expense and are “commercial products,”“commercial items”, or “commercial computer software” as defined in the FederalAcquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.