1. Acceptance of Agreement

By purchasing, downloading, installing, or using Distill Desktop (the “Software”), you agree to be bound by this License Agreement (the “Agreement”). If you do not agree, do not install or use the Software.

This is a legal agreement between you and UNMS Technologies Corp. (“UNMS”, “we”, “us”).

2. License Grant

Subject to full payment and compliance with this Agreement, UNMS grants you a non-exclusive, non-transferable, non-sublicensable, revocable, perpetual (subject to termination) license to install and use one (1) copy of the Software per purchased seat, solely for your personal or internal business use.

All rights not expressly granted are reserved by UNMS. This Agreement grants a license, not a transfer of ownership or intellectual property rights.

3. Scope of License

Your purchase includes one (1) year of Software updates from the date of purchase and indefinite use of the last version received during your update period.

After the update period expires, the Software may continue functioning, but UNMS has no obligation to provide further updates and compatibility with future operating systems, hardware, or third-party APIs is not guaranteed.

UNMS reserves the right to modify, discontinue, or replace features at its discretion.

4. No Cloud or Hosted Services

This Desktop license does not include cloud storage, sync services, hosted AI, managed APIs, or other infrastructure services.

Certain features of the Software may require or depend on Distill's official subscription-based services (e.g., cloud sync, hosted AI, managed integrations). Without an active subscription to the applicable Distill service plan, such features may be unavailable, limited, or may not function as intended. UNMS is not obligated to provide access to subscription-based services under this Desktop license. Use of subscription-based services is governed by the Terms of Service.

If the Software supports integration with third-party AI providers, you are solely responsible for providing your own API keys and complying with third-party terms and fees. UNMS is not responsible for third-party outages, API changes, pricing changes, or terms modifications.

5. Data Collection & Privacy

The Software may collect limited technical data for the purposes of license verification, software update checks, and crash or error reporting. This data may include device identifiers, license keys, application version, and operating system information.

Data you create, import, or process locally using the Software remains on your device and is not transmitted to UNMS unless you explicitly enable a feature that requires cloud connectivity (e.g., sync or hosted AI).

Any personal information collected in connection with the Software is handled in accordance with our Privacy Policy.

6. License Restrictions

You may not:

• Resell, rent, lease, sublicense, distribute, or transfer the Software
• Share license keys across multiple individuals or devices beyond purchased seats
• Circumvent or disable license enforcement mechanisms
• Reverse engineer, decompile, disassemble, or attempt to extract source code except where prohibited by law
• Remove or alter proprietary notices
• Use the Software to develop a competing product
• Use the Software in violation of applicable law

License keys are issued per seat. Key sharing or circumvention voids the license. UNMS reserves the right to revoke licenses involved in abuse or circumvention.

7. No Refund Policy

All purchases of Distill Desktop are final. Except where required by applicable law, fees are non-refundable.

You are responsible for reviewing system requirements and product details before purchase.

8. Strict Termination & Enforcement

This license automatically terminates if you breach any term of this Agreement.

Upon termination, you must immediately:

• Cease all use of the Software
• Delete all copies in your possession or control

UNMS reserves the right to pursue all available legal remedies, including injunctive relief, without requirement to post bond.

If UNMS prevails in enforcement of this Agreement, you agree to reimburse reasonable legal fees and costs where permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless UNMS, its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Software
• Violation of this Agreement
• Violation of any law or regulation
• Use of third-party AI services or integrations
• Content processed or generated using the Software

This obligation survives termination of this Agreement.

10. Export Control & Sanctions Compliance

You represent and warrant that:

• You are not located in a country subject to trade embargoes or sanctions under Canadian, U.S., or other applicable law
• You are not listed on any restricted or denied parties list
• You will not export, re-export, or transfer the Software in violation of export control laws

You are solely responsible for compliance with applicable export and sanctions regulations.

11. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

UNMS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL MEET YOUR REQUIREMENTS. UNMS DOES NOT WARRANT THAT THE SOFTWARE WILL REMAIN COMPATIBLE WITH FUTURE SYSTEMS, OPERATING SYSTEMS, HARDWARE, OR THIRD-PARTY SERVICES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UNMS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

UNMS’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

ANY CLAIM MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENT GIVING RISE TO THE CLAIM.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

You agree to submit to the exclusive jurisdiction of courts located in that Province.

14. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.

15. Relationship Between Agreements

This Agreement governs your use of the Software (Distill Desktop). If you also subscribe to Distill's cloud or hosted services, your use of those services is governed by the Terms of Service and Privacy Policy, which apply independently and in addition to this Agreement. In the event of a conflict between this Agreement and the Terms of Service regarding the Software itself, this Agreement shall prevail.

16. Entire Agreement

This Agreement constitutes the entire agreement between you and UNMS regarding the licensing and use of the Software and supersedes all prior understandings regarding the same. Your creation of an account, purchase, and download of the Software through our website remain subject to the Terms of Service and Privacy Policy, which continue to apply to those activities.

Last updated: March 4, 2026