Contract Updates and Process Changes

On October 16, 2022 we released a new version of our DistillerSR Subscription Terms, which were previously referred to as our “hyperlinked MSA”. This new version will be in effect for all Customers that have subscribed for Services pursuant to the terms of Version 3.0 of the MSA released August 19, 2022. For any Customer and Users subject to the previous version of these terms, this note shall stand as prior notice of these changes which will become effective as of November 16, 2022. These changes have been made in response to internal process updates, as well as Customer requests. All changes have been made to facilitate the contracting process with our Customers, and to ensure that relevant updates, patches, and releases are provided smoothly and efficiently.

The following is a list pointing to all substantive changes within the new version 3.1 of our DistillerSR Subscription Terms (available for review HERE) to assist your review of the updated terms. Additional details on the changes that were made, as well as a brief explanation for such revisions can be found below.

• Amended and Added Provisions:
  • A global change has been made throughout the Agreement to replace all references to MSA or “Master Subscription Agreement” with “DSR Subscription Terms;”
  • Added a new defined term “DSR Subscription Terms” to reflect the global change noted above;
  • The definition of “Agreement” has been amended to include reference to DistillerSR’s new Data Processing Addendum; and
  • The following Sections have been amended: s.3.1 (Vendor Responsibilities); s.10.1 (Limitation of Liability); s.10.2 (Exclusion of Consequential or Related Damages); s.12.10 (Entire Agreement).

The following is a bulleted list outlining in detail the changes made in the latest version of the DistillerSR Subscription Terms:

• Global Change:
  • What: (1) We have renamed our contract terms “DistillerSR Subscription Terms” and have removed reference to the term “Master Subscription Agreement.” A new defined term has been added as “DSR Subscription Terms” which has replaced “MSA” throughout the Agreement.
  • Why: (1) We have made this change as Customers are no longer required to sign a “master” agreement when purchasing subscriptions. Subscriptions are purchased through a signed Proposal with the hyperlinked DistillerSR Subscription Terms, which apply to that Customers’ use of the Services. Any additional updates to the DSR Subscription Terms will automatically apply to that purchase once effective. We will only update the DSR Subscription Terms in response to changes in applicable law, changes to DistillerSR internal procedures, or in response to Customer feedback.

• Definitions:
  • We have amended the definition of “Agreement” to include reference to any signed Data Processing Addendum (“DPA”). We have released a new DPA that will be available for Customers to access and digitally sign if their organization requires a DPA in place to govern transfers and processing Personal Data.

• Amended Provision - Vendor Responsibilities (s.3.1)
  • What: (1) We have amended the qualifications around downtime affecting notification requirements and scheduling.
  • Why: (1) We have made this change to allow for more flexibility for our releases which will ensure we can provide releases more frequently and limit total downtime per update. An increase in frequency of releases will ensure quicker bug fixes and feature updates. We have also increased the minimum notification period required before any planned downtime from 8hours to 36 hours.

• Amended Provision - Sections 10.1 and 10.2 under Limitation of Liability (s.10)
  • What: (1) We have amended both sections 10.1 and 10.2 to be mutual.
  • Why: (1) We have reverted this language to its previous form as a result of Customer feedback.

• Amended Provision - Entire Agreement (s.12.10):
  • What: (1) We have amended this section to better clarify which terms may be amended from time to time (i.e. any terms not specifically contained within an executed Proposal or any other signed document). (2) We have further amended this section to refer to DistillerSR’s new DPA.
  • Why: (1) This provision was too broad before the change and could have included signed amendments or DPAs, which was not the initial intention. (2) As mentioned previously, we have implemented a new DPA and have included language incorporating the DPA into the hierarchy of terms.