Systematic Review Robot
Subscription Service Agreement

This Systematic Review Robot Service Agreement ("Agreement"), by and between the Customer identified on the applicable Order Form and Systematic Review Robot, shall govern Customer's initial purchase on the Effective Date (set forth on Customer's initial order form) as well as any future purchases made by Customer which reference this Agreement. The parties herby agree as follows:

1.Definitions. Capitalized terms shall have the meanings defined herein.

"Customer" or "you" shall mean the entity you represent or, if that does not apply, to you individually.

"Customer Data" means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer in the course of using the Systematic Review Robot Platform. For avoidance of doubt, Customer Data does not include data and information related to Customer's use of Systematic Review Robot that is used by Systematic Review Robot in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the Systematic Review Robot Platform, or any other information reflecting the access and use of the Systematic Review Robot Platform by or on behalf of Customer or its Users ("Usage Data").

"Data Processing Agreement" means Systematic Review Robot's data processing agreement available at https://www.systematicreviewrobot.com/legal/data-processing-agreement.

"Systematic Review Robot Desktop" means the downloadable software component of the Systematic Review Robot Platform.

"Systematic Review Robot Platform" or "Service" means the Systematic Review Robot subscription service software, and components thereof, ordered by Customer as set forth in an applicable Order Form, including Systematic Review Robot Desktop, as well as any updates thereto. The Systematic Review Robot Platform does not include Third-Party Products or content available in a registry or repository via the Systematic Review Robot Platform, which are instead subject to the corresponding third-party's license or terms.

"User Manual" means the Systematic Review Robot User Manual made available by Systematic Review Robot on the website https://www.systematicreviewrobot.com/resources/user-manual.

"Fees" means the corresponding monetary amounts quoted for a non-free of charge subscription Service.

"Offering" means the level of service, components and features you have chosen from the Service description offerings described on the Pricing Page (Free, Pro, UltraPro, Academia, or Industry).

"Open Source Software" means third-party software that is distributed or otherwise made available as "free software", "open source software" or under a similar licensing or distribution model.

"Pricing Page" means the Pricing and Subscriptions page which has a description of the Offering tier of the Service set forth at https://www.systematicreviewrobot.com/pricing.

"Subscription Term" means the period of time set forth in the applicable Order Form during which Customer is authorized to use the Systematic Review Robot Platform.

"User" means an individual authorized by Customer to log into or to otherwise use the Systematic Review Robot Platform for Customer's internal business purposes and in accordance with the terms of this Agreement and the applicable Order Form. For paid Offerings, Users may include but are not limited to students, employees, consultants, contractors, and agents of Customer or its affiliates subject at all times to the license restrictions of this Agreement.

2.License and Ownership

2.1 Subject to the terms and conditions of the Agreement and the applicable Order Form, Systematic Review Robot hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term for Customer to permit its Users to: (i) download, install, run, and use Systematic Review Robot Desktop and (ii) access and use Systematic Review Robot Platform, in accordance with the applicable Documentation for Customer's internal business purposes. Systematic Review Robot owns the Usage Data. Nothing herein will be construed as restricting or prohibiting Systematic Review Robot from utilizing the Usage Data in any way, including to optimize and improve the Systematic Review Robot Platform or related Systematic Review Robot services so long as the Usage Data remains aggregated and de-identified, or to enforce this Agreement.

2.2 The Systematic Review Robot Platform is made available for use or licensed, not sold. Customer acknowledges and agrees that this Agreement does not transfer to Customer any Systematic Review Robot or third-party intellectual property rights. Customer acknowledges and agrees that, as between Systematic Review Robot and Customer, Systematic Review Robot owns all right, title, and interest in and to the Systematic Review Robot Platform (including any improvements, modifications, and enhancements thereto), and Systematic Review Robot shall, notwithstanding any other term of this Agreement, remain the owner of the Systematic Review Robot Platform. All rights not expressly granted by Systematic Review Robot herein are reserved.

2.3 During the Subscription Term, Systematic Review Robot will provide support for the Systematic Review Robot Platform in accordance with the Service Level Agreement & Terms available at https://www.systematicreviewrobot.com/support, as applicable to the products and support purchased via an Order Form.

3. Subscription Term; Payment.

3.1 For Subscriptions with a Subscription Term of 12-month, the Subscription Term will automatically renew for additional 12-month periods unless the Customer cancels the subscription via the Customer subscription management platform in "My Account" page. For Subscriptions with a Subscription Term of 1-month, the Subscription Term will automatically renew for additional 1-month period unless the Customer cancels the subscription via the Customer subscription management platform in "My Account" page found here.

3.2 For an Offering purchased or otherwise facilitated through our sales team, pricing and other relevant terms will be set forth in the applicable Order Form. Unless stated specifically otherwise on the Order Form, all payments to Systematic Review Robot are due within 30 days of the invoice from Systematic Review Robot to you. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). In addition to any of Systematic Review Robot's other rights or remedies, Systematic Review Robot reserves the right to disable or suspend Customer's and its User's access to the Systematic Review Robot Platform for any failure by Customer to pay due invoices in accordance herein.

3.3 Except as otherwise expressly set forth in this Agreement, all payments by Customer hereunder are non-refundable and shall be made free and clear of and without reduction for all applicable withholding, sales or use, goods and services, value-added, consumption or other similar fees or taxes imposed by any government (other than taxes on the net income of Systematic Review Robot), which shall be paid by Customer. Accordingly, if you are required to withhold any taxes on the amounts payable to Systematic Review Robot hereunder, you shall pay Systematic Review Robot such additional amounts as are necessary to ensure receipt by Systematic Review Robot of the full amount that Systematic Review Robot would have received but for the deduction on account of such withholding. You shall provide Systematic Review Robot with official receipts issued by the appropriate governmental agency, or such other evidence as is reasonably requested by Systematic Review Robot to establish that such taxes have been paid. Where applicable law requires you to self-assess or reverse-charge any taxes, you shall be responsible for complying with such law. In such a case, you undertake to provide Systematic Review Robot with your valid VAT registration number that is relevant to the Service provided under the terms of this Agreement. The amounts of any taxes required to be paid by Systematic Review Robot will be added to Systematic Review Robot's invoice, and you shall promptly remit such amounts to Systematic Review Robot, as the collection agent, upon invoice. Systematic Review Robot reserves the right to disable your access to the Service for any failure to pay or any late payment.

4. License Limitations; Use Restrictions.

4.1 General License Limitations.

(a) Customer's license to use the Systematic Review Robot Platform may subject to certain general restrictions and limitations depending on the Offering Customer has chosen, including but not limited to the access to functions such as automated full-text screening, data extraction and spreadsheet comparison.

(b) Customer agrees that it is responsible for Customer's and its Users' conduct while accessing or using the Systematic Review Robot Platform and for any consequences thereof. Customer agrees to use the Systematic Review Robot Platform only for purposes that are legal, proper and in accordance with this Agreement, the Order Form, and any applicable laws or regulations. Customer and its Users shall not, and shall not encourage any third party to: (i) modify, adapt, alter, translate, or create derivative works of the Systematic Review Robot Platform; (ii) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Systematic Review Robot Platform, in whole or in part, except to the extent that such activities are permitted under applicable law; (iii) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Systematic Review Robot Platform to any third party other than to Users; (iv) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Systematic Review Robot or its licensors or suppliers contained on or within any copies of the Systematic Review Robot Platform; (v) use the Systematic Review Robot Platform for the purpose of creating a product or service competitive with the Systematic Review Robot Platform; (vi) remove, minimize, block or modify any notices of Systematic Review Robot or its licensors or suppliers in the Systematic Review Robot Platform; or (vii) use the Systematic Review Robot Platform other than as described in the applicable Documentation or for any unlawful purpose. Customer acknowledges that while Customer is permitted to use Systematic Review Robot Desktop on a virtual machine, as of the Effective Date of this Agreement, such use is an unsupported configuration.

(c) Customer agrees that it is responsible for Customer's and its Users' to be assured of having the right to use any copyrighted material intended to be used with Systematic Review Robot Desktop, the Systematic Review Robot Platform, and any other Systematic Review Robot services.

4.2 Use Restrictions. Customer and its Users may not and may not allow any third party to:

1. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any content;

2. Interfere with other users' enjoyment of the Service;

3. Access the Systematic Review Robot Platform for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Services or exploit the Service for any unauthorized commercial purpose, including without limitation mirroring or replicating content for a commercial service;

4. Modify, adapt, translate, or reverse engineer any portion of the Service, unless authorized by Systematic Review Robot;

5. Remove any copyright, trademark or other proprietary rights notices contained in or on the Systematic Review Robot Platform or any content posted thereon;

6. Reformat or frame any portion of the web pages that are part of the Systematic Review Robot Platform's administration display;

7. Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Systematic Review Robot Platform or the content posted thereon or to collect information about its users for any unauthorized purpose;

8. Create user accounts under fraudulent pretenses;

9. Use a service account or a Systematic Review Robot account created under a personal or other email domain not authorized by the Customer pursuant to this Agreement and an applicable Order Form;

10. Use the Systematic Review Robot Platform, or any interfaces provided with the Systematic Review Robot Platform, to access any Systematic Review Robot product or service in a manner that violates this Agreement;

5. Customer Data.

Systematic Review Robot acknowledges that, as between Systematic Review Robot and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data.

Customer hereby grants to Systematic Review Robot a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data solely as may be necessary for Systematic Review Robot to provide the Systematic Review Robot Platform including updates and upgrades thereto. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and completeness of all Customer Data. In the event Customer Data includes any personal information, Systematic Review Robot will process such information in accordance with its Data Processing Agreement.

6. Artificial Intelligence.

Systematic Review Robot will not use Customer's Data to train artificial intelligence models without the Customer's express consent.

7. Open Source Software.

Any part of the Systematic Review Robot Platform that contains or utilizes Open Source Software is distributed and made available under the terms of the open source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files or Documentation. Copyrights and other proprietary rights to the Open Source Software are held by the copyright holders identified in the applicable distribution or the applicable help, notices, about or source files or Documentation.

8. Term and Termination.

This Agreement commences on the Effective Date and will remain in effect until it is terminated in accordance with the terms herein. Either party may terminate this Agreement and any Order Form if the other party materially breaches the terms and conditions of this Agreement and fails to cure such breach within 30 days of receiving written notice thereof. If there are no outstanding Order Forms, either party may terminate this Agreement upon at least 30 days prior written notice to the other party. Upon the expiration or termination of this Agreement or an applicable Order Form, the license to the Systematic Review Robot Platform will automatically terminate and Customer will discontinue all use of the Systematic Review Robot Platform. Sections 5, 9, 10, 12, and 14 shall survive any termination or expiration of this Agreement or any Order Form.

9. Feedback.

Upon submitting any Customer or User suggestions, proposals, ideas, recommendations, bug reports, ideas, improvements or other feedback regarding Systematic Review Robot's products and services ("Feedback"), Customer grants to Systematic Review Robot a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit feedback (including by incorporation of such feedback into the Systematic Review Robot Desktop, the Systematic Review Robot Platform, and any other Systematic Review Robot services) without restriction. Feedback expressly excludes any Customer Confidential Information and Customer Data.

10. Confidentiality.

10.1 Definition. "Confidential Information" means any information disclosed by one party ("Discloser") to the other ("Recipient"), directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as "Confidential", "Proprietary" or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential.

10.2 Exceptions. The confidentiality obligations in this Section 9 shall not apply with respect to any information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; (d) was independently developed by Recipient without any use of Discloser's Confidential Information; or (e) became known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not knowingly in violation of Discloser's rights.

10.3 Restrictions on Use and Disclosure. Recipient agrees not to use Discloser's Confidential Information or disclose, distribute, or disseminate Discloser's Confidential Information except in furtherance of the performance of its obligations or enforcement of its rights hereunder or as otherwise expressly agreed by Discloser in writing. Recipient agrees to restrict access to such Confidential Information to those employees, agents, contractors, or consultants of Recipient who need to know such Confidential Information for performing as contemplated hereunder and are bound by confidentiality obligations no less protective than those contained in this Agreement. Recipient shall exercise the same degree of care to prevent unauthorized use or disclosure of Discloser's Confidential Information to others as it takes to preserve and safeguard its own information of like importance, but in no event less than reasonable care.

10.4 Compelled Disclosure. If Recipient is compelled by a court or other competent authority or applicable law to disclose Confidential Information of Discloser, it shall, to the extent permitted by applicable law, give Discloser prompt written notice and shall provide Discloser with reasonable cooperation at Discloser's expense so that Discloser may take steps to oppose such disclosure or obtain a protective order. Recipient shall not be in breach of its obligations in this Section 10 if it makes any legally compelled disclosure provided that Recipient meets the foregoing notice and cooperation requirements.

10.5 Injunctive Relief. Recipient acknowledges that breach of the confidentiality obligations may cause irreparable harm to Discloser, the extent of which may be difficult to ascertain. Accordingly, Recipient agrees that Discloser may be entitled to seek immediate injunctive relief in the event of breach of an obligation of confidentiality by Recipient, and that Discloser shall not be required to post a bond or show irreparable harm in order to obtain such injunctive relief.

10.6 Return of Confidential Information. As between the parties, Confidential Information shall remain the property of the Discloser. At any time, upon Discloser's reasonable request, Recipient shall promptly (and in any event within 30 days) return to Discloser or destroy, at the election of the Discloser, any Confidential Information of the Discloser in Recipient's possession. In addition, within 30 days after termination of this Agreement, Recipient shall (i) promptly return all tangible materials containing such Confidential Information to Discloser, (ii) remove all Confidential Information (and any copies thereof) from any computer systems of the Recipient and confirm in writing that all materials containing Confidential Information have been destroyed or returned to Discloser, as applicable, by Recipient. Recipient shall cause its affiliates, agents, contractors, and employees to comply with the foregoing.

11. Security

Systematic Review Robot will maintain reasonable administrative, physical, and technical security measures consistent with applicable law and current prevailing security practices and that are intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of Customer's Data or the Systematic Review Robot Platform. Systematic Review Robot shall notify Customer of any confirmed security breach as soon as reasonably possible thereafter but in any event within seventy-two (72) hours of a breach involving Customer Data.

12. Warranty Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE SYSTEMATIC REVIEW ROBOT PLATFORM IS AT CUSTOMER'S SOLE RISK AND THAT THE SYSTEMATIC REVIEW ROBOT PLATFORM AND DOCUMENTATION IS PROVIDED "AS IS" AND "AS AVAILABLE". SYSTEMATIC REVIEW ROBOT, ITS SUBSIDIARIES, AND ITS AFFILIATES MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SYSTEMATIC REVIEW ROBOT PLATFORM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, RESEARCH RESULTS, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TOGETHER WITH ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SYSTEMATIC REVIEW ROBOT OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYSTEMATIC REVIEW ROBOT AND ITS SUBSIDIARIES AND AFFILIATES DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SYSTEMATIC REVIEW ROBOT PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS, OR (B) CUSTOMER'S USE OF THE SYSTEMATIC REVIEW ROBOT PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL EXCLUDE OR LIMIT SYSTEMATIC REVIEW ROBOT'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SYSTEMATIC REVIEW ROBOT PLATFORM IS THE CUSTOMER RESPONSIBILITY TO APPLY THE REVISE AND ANALYZE THE RESULTS OBTAINED BY SYSTEMATIC REVIEW ROBOT. SYSTEMATIC REVIEW ROBOT DOES NOT WARRANT ANY THIRD PARTY PRODUCTS OR SERVICES.

13. Indemnification.

By entering into these Terms and accessing or using the Systematic Review Robot Platform and services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) the infringement or breach of any term of these Terms or any applicable law or regulation by the Customer and/or User; (b) the modification of any portion of the Systematic Review Robot Platform or services by any party other than Systematic Review Robot or its authorized representative; (c) the combination, operation, or use of any Systematic Review Robot Platform with other product(s), data, third party software, or services where the Systematic Review Robot Platform would not by itself be infringing; (d) the continued use of the allegedly infringing Systematic Review Robot Platform or services after being notified of the infringement claim or after being provided a modified version of the Systematic Review Robot Platform by Systematic Review Robot to address any alleged infringement claim or after being provided a modified version of the Systematic Review Robot Platform by Systematic Review Robot to address any alleged infringement; (e) the infringement of any rights of any third party by the Customer and/or User; (f) your access to or use of the Systematic Review Robot Platform and services; (g) Your Content, or (h) your negligence or willful misconduct; (i) the failure to use the Systematic Review Robot Platform in accordance with the applicable User Manual or outside the scope of the rights granted under this Agreement. Should the Systematic Review Robot Platform, or the operation thereof, become or in Systematic Review Robot's opinion be likely to become, the subject of patent infringement or copyright infringement of a third party, Systematic Review Robot may, at its option and expense, (i) procure the right for Customer to continue using the Systematic Review Robot Platform, or (ii) replace or modify the Systematic Review Robot Platform so that it becomes non-infringing. If neither (i) or (ii) are reasonably practicable, Systematic Review Robot may terminate the applicable Order Form and refund to Customer any pre-paid, unused Fees paid by Customer corresponding to the unused period of the Subscription Term.

14. Limitation of Liability.

14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT SYSTEMATIC REVIEW ROBOT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL IN NO EVENT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFIT WHETHER INCURRED DIRECTLY OR INDIRECTLY, ANY LOSS OF DATA, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

14.2 Liability Cap. THE TOTAL LIABILITY OF SYSTEMATIC REVIEW ROBOT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE RELEVANT SERVICE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.