Updated November 26, 2025

This Main Services Agreement (the "Agreement") is made between LegalMate Inc. ("LegalMate"), and the customer entity identified on the applicable Order Form ("Customer" or “You”). This Agreement is effective as of the date the Customer completes its initial purchase and subscription (the "Effective Date").

This Agreement governs Customer's access to and use of LegalMate’s Services. Each of LegalMate and Customer may be referred to as a "Party" and together as the "Parties."

BY COMPLETING A PURCHASE OF A SUBSCRIPTION AND AGREEING TO THE LEGALMATE CHECKOUT TERMS OF SERVICE, WHICH INCORPORATE THIS AGREEMENT BY REFERENCE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.

1. Definitions

                  1.1.         “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

                  1.2.         “Agreement” means this Master Services Agreement and any exhibits, addenda, and Order Forms.

                  1.3.         “Applicable Law” means all laws, regulations, and rules applicable to a Party's performance under this Agreement.

                  1.4.         “Confidential Information” has the meaning given in Section 6.

                  1.5.         “Customer Data” means all electronic data, text, documents, or other materials submitted by or for Customer to the Services, including data from Permitted Users and content uploaded to create Outputs.

                  1.6.         “Documentation” means LegalMate's user guides and other documentation for the Services made available to Customer.

                  1.7.         “DPA” means the Data Processing Addendum, which will be incorporated by reference into this Agreement if LegalMate processes Personal Data on behalf of Customer.

                  1.8.         “Output” means the responses, reports, and other documentation generated by the Services based on Customer Data.

                  1.9.         “Permitted User” means an employee, contractor, or agent of Customer who is authorized by Customer to use the Services.

               1.10.         “Personal Data” means any information relating to an identified or identifiable natural person.

               1.11.         “Security Policy” means LegalMate's security exhibit or policy, incorporated by reference herein.

               1.12.         “Services” means the LegalMate online software platform, including any associated Outputs, support, and professional services specified in an Order Form.

               1.13.         “SLA” means the Service Level Agreement, if applicable and incorporated by reference in an Order Form.

               1.14.         “Subscription Details” means the specific details of the subscription plan purchased by Customer, including the Services, features, subscription term, and fees, as selected by Customer on LegalMate’s website and confirmed during the online checkout process.

               1.15.         “Term” has the meaning given in Section 10.1.

2. The Services

                  2.1.         Provision of Services. Subject to the terms of this Agreement, LegalMate will provide the Services specified in the applicable Subscription Details to Customer during the Term.

                  2.2.         Permitted Users. Customer may allow its Permitted Users to use the Services for its internal business purposes, in accordance with this Agreement. Customer is responsible for all acts and omissions of its Permitted Users as if they were Customer’s own.

                  2.3.         Customer Responsibilities. Customer will:

a)    be responsible for the accuracy and legality of Customer Data, including being solely responsible for providing all notices and obtaining all consents required by applicable law for the recording and processing of communications through the Services;

b)    use commercially reasonable efforts to prevent unauthorized access to the Services; and

c)     use the Services only in accordance with the Documentation and Applicable Law.

                  2.4.         Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or otherwise attempt to discover the source code of the Services; (b) sell, resell, license, or sublicense the Services; (c) use the Services to build a competitive product or service; (d) use the Services for any fraudulent or unlawful purpose; or (e) interfere with the performance of the Services.

                  2.5.         Third-Party Integrations. The Services are designed to interoperate with third-party platforms. LegalMate is not responsible for the operation or functionality of any third-party platforms, and the availability of the Services may be subject to the availability of such platforms. Customer is solely responsible for maintaining its own accounts and complying with the applicable terms of service of any third-party platforms.

                  2.6.         No Legal Advice; User's Professional Responsibility. The Services are designed to assist with legal practice management and productivity. Customer acknowledges and agrees that the Services and any Outputs generated by them (i) are not intended to be, and do not constitute, legal advice or a substitute for the professional judgment of a licensed attorney; (ii) may contain errors, omissions, or inaccuracies; and (iii) must be independently reviewed and verified by Customer before any use or reliance.

3. Customer Data and Outputs

                  3.1.         Ownership. As between the Parties, Customer exclusively owns all right, title, and interest in and to Customer Data and all Outputs.

                  3.2.         Limited License to LegalMate. Customer grants LegalMate a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, and display Customer Data solely as necessary for LegalMate to provide the Services to Customer pursuant to this Agreement.

                  3.3.         No AI Model Training. Notwithstanding anything to the contrary in this Agreement, LegalMate will not use Customer Data to train, retrain, or otherwise improve its or any third-party’s artificial intelligence models, with exception to the use of Customer Data to train Customer tenant-specific AI models to provide customized findings and recommendations to Customer solely for Customer’s benefit. Customer acknowledges that other customers providing similar AI Input to the Al Features may receive the same or similar AI Output.

                  3.4.         Data Security. LegalMate will implement and maintain appropriate technical and organizational security measures designed to protect the security, confidentiality, and integrity of Customer Data, as further described in the Security Policy and the DPA (if applicable).

                  3.5.         Aggregated Data. LegalMate may collect and analyze aggregated, de-identified data derived from the use of the Services ("Usage Data") for the purpose of improving and enhancing the Services. For clarity, Usage Data will not contain any Customer Confidential Information or Personal Data.

4. Fees and Payment

                  4.1.         Fees. Customer will pay all fees specified in the relevant Order Form (“Fees”). Fees are based on the Services purchased. Payment obligations are non-cancelable and Fees paid are non-refundable, except as expressly provided herein.

                  4.2.         Payment Authorization. By providing a payment method during the online checkout process, Customer authorizes LegalMate and its third-party payment processors to charge such payment method for all applicable Fees on a recurring basis in accordance with the subscription term selected. All payments shall be made in advance.

                  4.3.         Non-Cancelable and Non-Refundable. Except as expressly provided herein, all payment obligations are non-cancelable and all Fees paid are non-refundable.

                  4.4.         Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all Taxes associated with its purchases.

                  4.5.         Late Payments. If any payment is not successfully settled due to expiration, insufficient funds, or otherwise, LegalMate may suspend Customer's access to the Services until such amounts are paid in full. Overdue undisputed amounts may be subject to a finance charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

5. Intellectual Property Rights

                  5.1.         LegalMate IP. LegalMate owns all right, title, and interest in and to the Services, its underlying software, Documentation, and all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.

                  5.2.         Customer IP. Customer owns its trademarks, logos, and Customer Data as described in Section 3.1.

                  5.3.         Feedback. If Customer provides any suggestions or feedback regarding the Services, Customer grants LegalMate a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into its Services.

6. Confidentiality

                  6.1.         Definition. “Confidential Information” means all information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Customer Data is the Confidential Information of Customer. LegalMate’s Confidential Information includes the non-public aspects of the Services.

                  6.2.         Obligations. The Recipient will: (a) use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations with the Recipient containing protections no less stringent than those herein.

                  6.3.         Compelled Disclosure. The Recipient may disclose Confidential Information to the extent compelled by law, provided the Recipient gives the Discloser prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.

7. Representations and Warranties

                  7.1.         Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

                  7.2.         LegalMate Warranties. LegalMate warrants that: (a) the Services will perform materially in accordance with the applicable Documentation; and (b) it will provide the Services in a professional and workmanlike manner.

                  7.3.         Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER FURTHER ACKNOWLEDGES THAT THE OUTPUTS ARE GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS. AS SUCH, LEGALMATE DOES NOT WARRANT THAT THE OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS OR OMISSIONS. THE OUTPUTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT AND MUST BE INDEPENDENTLY REVIEWED AND VERIFIED BY CUSTOMER FOR ACCURACY AND APPROPRIATENESS BEFORE ANY USE OR RELIANCE.

8. Indemnification

                  8.1.         Indemnification by LegalMate. LegalMate will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party’s intellectual property rights. LegalMate will indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by LegalMate in writing of, a claim described in this Section 8.1. If Customer's use of the Services is, or in LegalMate's opinion is likely to be, enjoined due to a claim specified hereunder, Legalmate may, at its sole option and expense: (a) procure for Customer the right to continue using the Services as contemplated hereunder; (b) modify the Services to make them non-infringing without materially degrading their functionality; or (c) if options (a) and (b) are not commercially reasonable, terminate this Agreement and refund to Customer any prepaid, unused Fees for the remainder of the then-current term.

                  8.2.         Indemnification by Customer. Customer will defend LegalMate against any claim made or brought against LegalMate by a third party alleging that the Customer Data, or Customer's use of the Services in breach of this Agreement, infringes or misappropriates such third party’s rights or violates Applicable Law. Customer will indemnify LegalMate for any resulting damages, fees, and costs.

                  8.3.         Indemnification Procedures. The indemnifying Party's obligations are conditioned on the indemnified Party: (a) promptly giving written notice of the claim; (b) giving the indemnifying Party sole control of the defense and settlement of the claim; and (c) providing all reasonable assistance, at the indemnifying Party's expense.

9. Limitation of Liability

                  9.1.         Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

                  9.2.         General Liability Cap. EXCEPT FOR THE LIABILITIES DESCRIBED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

                  9.3.         Super Cap for Core Risks. THE LIMITATIONS IN SECTION 9.2 WILL NOT APPLY TO LIABILITIES ARISING FROM: (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (ii) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6; (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) A BREACH OF LegalMate'S OBLIGATIONS UNDER THE DPA. FOR THE LIABILITIES DESCRIBED IN THIS SECTION 9.3, A PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

10. Term and Termination

               10.1.         Term. This Agreement commences on the Effective Date and continues until the subscription has been terminated. The initial term of the subscription will be as specified in the Subscription Details. Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant term.

               10.2.         Termination for Cause. A Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

               10.3.         Termination for Third-Party Service Discontinuance. Legalmate may terminate this Agreement upon thirty (30) days' written notice to Customer if any third-party license or service essential to the provision of the Services (including the underlying artificial intelligence models) is discontinued or made available to Legalmate on terms that are not commercially reasonable, and Legalmate is unable to procure a viable alternative. In the event of such termination, Legalmate will refund to Customer any prepaid, unused Fees for the remainder of the then-current term.

               10.4.         Effect of Termination. Upon termination or expiration, Customer will cease all use of the Services. Within sixty (60) days of termination, upon request, LegalMate will make Customer Data available for export and will thereafter delete such Customer Data from its systems.

               10.5.         Survival. The rights and obligations of the parties set forth in this Section 10.5 and the following Sections shall survive the termination or expiration of this Agreement: Section 1 (Definitions), Section 3.1 (Ownership), Section 4 (Fees and Payment), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), Section 7.3 (Disclaimer), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10.4 (Effect of Termination), and the applicable provisions of Section 11 (General Provisions), including but not limited to 11.1 (Governing Law) and 11.3 (Assignment).

11. General Provisions

               11.1.         Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.

               11.2.         Notices. All notices must be in writing and will be deemed to have been given upon the first business day after sending notice by email. Notices to LegalMate shall be sent to legal@legalmate.co, and notices to Customer shall be sent to the email address provided by Customer in the Subscription Details.

               11.3.         Assignment. Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent, except that a Party may assign this Agreement in its entirety in connection with a merger, acquisition, or sale of all or substantially all of its assets.

               11.4.         Entire Agreement. This Agreement, including all exhibits and Order Forms, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings concerning its subject matter.

               11.5.         Publicity. LegalMate may identify Customer by name and logo as a customer on its website and in marketing materials, subject to Customer's reasonable trademark usage guidelines.

               11.6.         Amendment; Waiver. No amendment to this Agreement will be effective unless in writing and signed by both Parties. No waiver of any right will be effective unless in writing.