Evidence Terms of Service
Last Updated: December 19, 2025
Terms and Conditions
These Terms and Conditions (the "Terms") govern the use of the Services and are effective as of the date specified in the applicable Order Form, or if no date is specified, the date Customer first registers for or accesses the Services (the "Effective Date"). These Terms are incorporated into and form part of the Master Services Agreement (collectively, the "Agreement") when referenced by or attached to a mutually executed order form or online registration page between Evidence and Customer that references these Terms (each, an "Order Form"). The Agreement is made between Evidence Technologies, Inc., a Delaware corporation ("Evidence"), and the customer identified in the applicable Order Form ("Customer").
1. Services and Support
1.1. Access
Subject to Customer's compliance with this Agreement, Evidence grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the products and services specified in an applicable Order Form (collectively, "Services"). The Services may only be used for Customer's internal business purposes during the term and in accordance with any restrictions set forth in the applicable Order Form.
1.2. Support
Evidence will provide Customer with commercially reasonable technical support, responding to inquiries within a reasonable timeframe consistent with Evidence's standard support practices and procedures, or as further specified in the applicable Order Form. Customer may contact Evidence for support through the channels provided by Evidence (e.g., email or Slack). Evidence may temporarily suspend or limit Customer's access to the Services for scheduled maintenance, emergency maintenance, or to address security, performance, or compliance issues.
1.3. Third-Party Repositories and Services
Where Customer integrates the Services with third-party services (including source-code repositories, APIs, or other services, collectively "Third-Party Services"), Customer: (i) represents that it has and will maintain all necessary rights and consents for such Third-Party Services; (ii) shall grant only minimum required permissions and promptly revoke unnecessary access; (iii) is solely responsible for credentials, security configurations, and ensuring no unlawful or unauthorized data exists; (iv) acknowledges Evidence may process data from such Third-Party Services to provide the Services; and (v) agrees Evidence may suspend Third-Party Services that pose security, performance, or compliance risks. Customer acknowledges Evidence is not responsible for Third-Party Services' operation or availability, makes no representations regarding such services, and disclaims liability for issues arising from Customer's configuration, credential management, or Third-Party Service dependencies.
2. Use Rights and Restrictions
2.1. Documentation
Evidence makes user guides, manuals, instructions, and other technical materials for certain Services available via published documentation (including at https://docs.evidence.studio/) (collectively, the "Documentation"). Customer must use the Services in accordance with the Documentation, as it may be updated from time to time.
2.2. Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Evidence product or service or any third-party large language model provider; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Evidence may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (ix) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services, whether through use of manual or automated means.
2.3. Acceptable Use Policy
Customer is solely responsible for ensuring that all content provided or published through the Services (including its dashboards and embeds) complies with applicable laws and regulations and does not infringe upon the intellectual property or privacy rights of any third party. Customer shall not publish, share, or embed content that is unlawful, defamatory, obscene, discriminatory, hateful, harassing, deceptive, or otherwise objectionable. Evidence disclaims all liability arising from Customer's failure to properly configure content access, secure data, or maintain compliance with applicable laws or regulations. Evidence reserves the right to remove or disable access to content that violates this Acceptable Use Policy or poses a risk to Evidence's platform integrity or legal compliance.
3. Customer Responsibilities
3.1. Public Dashboards and Embeds
Customer is solely responsible for ensuring that all content published through the Services, including dashboards and embeds ("Public Artifacts"), complies with applicable laws and does not infringe upon intellectual property or privacy rights. Customer must implement appropriate security measures, access controls, and permissions when electing to use Public Artifacts. Evidence disclaims liability for Customer's failure to properly configure access, secure data, or maintain compliance. Evidence reserves the right to remove or disable content that poses a risk to platform integrity or legal compliance.
3.2. Data Security and Access
Customer is solely responsible for maintaining secure credentials and proper access permissions for the Services. Customer acknowledges that proper security configurations and access controls are essential for the secure operation of the Services, and Evidence disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer's configuration or credential management.
3.3. Cooperation
Customer agrees to reasonably cooperate with Evidence by providing timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. Evidence shall not be responsible for any delay caused by Customer's failure to perform the foregoing.
3.4. Compliance with Laws
Customer shall comply with all applicable laws, regulations in connection with its use of the Services, including, without limitation, obtaining all necessary consents from any individual whose personal information or data is collected, processed, or otherwise used by Customer through the Services.
4. Fees and Payment Terms
4.1. Fees; Payment
Customer shall pay Evidence the applicable fees as set forth in each Order Form (the "Fees"). Unless otherwise specified in the applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.
4.2. Past Due Invoices
Past due invoices are subject to interest on any outstanding balance of the lesser of 3% per month or the maximum amount permitted by law. Customer shall also reimburse Evidence for all reasonable costs incurred by Evidence in the collection of past due amounts, including attorneys' fees and collection agency fees.
4.3. Taxes
Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Evidence's net income). Should Evidence pay any such taxes on behalf of Customer, Customer agrees to reimburse Evidence for such payments, unless Customer provides Evidence with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Data and Intellectual Property
5.1. Customer Inputs
As between the parties, Customer shall retain all right, title and interest (including all intellectual property rights) in and to all data, content, information, or materials submitted by Customer through or in connection with the Services ("Customer Inputs"). Customer shall solely be responsible for the accuracy, quality, integrity, legality, and reliability of all Customer Inputs.
5.2. Customer Outputs
Customer may use the Services to generate Customer-specific outputs that incorporate and are prompted from Customer Inputs (including custom code, graphs and reports) (collectively, "Customer Outputs"). Subject to Customer's payment of all fees under this Agreement, Customer shall have a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to freely use, modify, distribute, embed, and otherwise exploit Customer Outputs at its sole discretion.
5.3. Evidence Platform
As between the parties, Evidence retains all rights, title, and interest (including all intellectual property rights) in and to the Services, the underlying software, and all upgrades and modifications thereto. Customer may (but is not obligated to) provide feedback regarding the Services, and Evidence may freely use such feedback. No rights or licenses are granted by implication or otherwise, except those explicitly provided in this Agreement.
5.4. Evidence Templates
Customer acknowledges that, in generating Customer Outputs, Evidence may utilize general-purpose templates, coding structures, frameworks, libraries, design patterns, or other standardized components (collectively, "Evidence Templates"). Evidence retains all right, title, and interest (including all intellectual property rights) in and to the Evidence Templates, and nothing in this Agreement limits Evidence's right to use Evidence Templates in connection with Evidence's products or business. Outputs provided to other Evidence customers may be similar to Customer Outputs to the extent they incorporate Evidence Templates or arise from similar Customer Inputs.
6. Confidentiality
6.1. Proprietary Information
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business ("Proprietary Information" of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.
6.2. Exclusions
The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
6.3. Deletion
Promptly after the expiration or termination of this Agreement, the Receiving Party shall delete all Proprietary Information of the Disclosing Party, subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.
6.4. Usage Data
Evidence may collect and use data regarding Customer's use of the Services, including technical usage data, performance metrics, and diagnostic information (collectively, "Usage Data"), for purposes of operating, maintaining, improving, and developing the Services, including training AI models. Evidence may only share Usage Data in aggregated and anonymized form. Usage Data may include code instructions, logic, templates, and formatting rules that define Customer dashboards and generate Customer Outputs ("Code Logic"). For clarity however, Usage Data excludes Customer proprietary business and product data, and Evidence will not use such data to train its AI models.
7. Term and Termination
7.1. Term
This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the "Term"), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the "Initial Term") and automatically renews for successive one-year periods ("Renewal Terms," together with the Initial Term, the "Order Term"), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.
7.2. Fee Updates
Evidence may increase the Fees for any Renewal Term by providing Customer notice (email acceptable) at least sixty (60) days prior to the end of the then-current Order Term.
7.3. Termination for Breach
Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Evidence may suspend Customer's access to the Services if Customer's account is past due.
7.4. Effects of Termination
All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8. Indemnification
8.1. Indemnity
Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that (i) in the case of Evidence as Indemnitor, the underlying software of the Services infringe, violate, or misappropriate any third party intellectual property or proprietary right; (ii) in the case of Customer as Indemnitor, Customer's use of the Services or relating to infringement or misappropriation of any third party intellectual property or proprietary right by the Customer Inputs or its underlying data or content.
8.2. Exclusions
The foregoing obligations of Evidence do not apply with respect to the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created by Evidence (including the Customer Inputs and its underlying data and content); (ii) made in whole or in part in accordance to Customer specifications; (iii) modified after delivery by Evidence; (iv) combined with other products, processes or materials not provided by Evidence; (v) where Customer continues allegedly infringing activity after being notified thereof; or (vi) Customer's use of the Services is not in accordance with this Agreement.
8.3. Procedures
Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense).
9. Warranties and Disclaimer
9.1. Evidence Warranties
Evidence represents and warrants: (i) it has the authority to enter into this Agreement, (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.
9.2. Customer Warranties
Customer represents and warrants that it has all necessary rights and consents relating to Customer Inputs, and that Evidence's use of Customer Inputs and access to Customer's systems as permitted by this Agreement will not violate applicable laws, third-party rights, or agreements (including any terms between Customer and Third-Party Services).
9.3. AI Accuracy
Customer acknowledges that any assistance or recommendations provided by Evidence through the Services are generated using artificial intelligence technologies, which by nature are not error-free. Evidence makes no warranties regarding the accuracy, completeness, or reliability of such assistance or recommendations. Customer assumes sole responsibility for all decisions made or actions taken based on such assistance, and Evidence disclaims all liability arising from Customer's reliance on such recommendations.
9.4. General Disclaimer
Except as expressly set forth in this section, the Services are provided "as is" and "as available" and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed.
10. Limitation of Liability
10.1.
Except for the parties' indemnification obligations, in no event shall either party, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this Agreement (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), or (ii) for any liability in the aggregate in excess of the fees paid (or payable) by Customer to Evidence hereunder in the twelve (12) months prior to the event giving rise to a claim hereunder.
11. Notice
11.1.
All notices under this Agreement will be in writing and sent (a) for notices to Evidence at 716 - 106 Dovercourt Road, Toronto, ON M6J 0G4, and (b) for notices to Customer, to the address or email address set forth in the applicable Order, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
12. Miscellaneous
12.1. Publicity
Customer agrees that Evidence may use and display Customer's name and logo on Evidence's website and promotional materials to identify Customer as a user of the Services, subject to Customer's trademark guidelines.
12.2. Export Controls
Customer shall comply with all applicable export control laws and economic sanctions regulations in its use of the Services. Customer shall not directly or indirectly export, re-export, or otherwise transfer access to the Services, or any related materials or data, to any jurisdiction or individual subject to such prohibitions or restrictions.
12.3. Governing Law; Arbitration
The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in New York City, New York under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.
12.4. Entire Agreement
This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Evidence regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between an Order Form and the Terms, the conflicting provisions of the Terms shall prevail.
12.5. Amendment; Waiver
Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
12.6. Force Majeure
Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.
12.7. Assignment
Customer may not assign any of its rights or obligations under this Agreement without Evidence's consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.
12.8. Enforceability
If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.
