Assist Mi Legal Enterprise Master Services Agreement

# Assist Mi Legal Enterprise Master Services Agreement Version 1.0 Effective Date: August 1, 2026 This Master Services Agreement ("Agreement" or "MSA") is entered into between Assist Mi Legal ("Provider") and the customer identified in the applicable Order Form ("Customer"). This Agreement governs Customer's access to and use of the Services. ## 1. Scope This Agreement establishes the terms under which Provider will deliver software and related services to Customer. Services may include: Matter management Email management AI assistant services Document management Workflow automation Reporting Time tracking Billing support Integrations Related functionality Specific services purchased by Customer are identified in the applicable Order Form. ## 2. Order Forms Services are purchased through one or more Order Forms. Each Order Form shall specify: Subscription term Licensed users Service tier Pricing Included services Special terms Each executed Order Form becomes part of this Agreement. ## 3. License Grant Subject to compliance with this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term. All rights not expressly granted are reserved. ## 4. Customer Data Customer retains ownership of Customer Data. Provider acquires no ownership rights in Customer Data. Customer grants Provider the limited rights necessary to: Host data Process data Deliver services Perform support Operate integrations Deliver AI-powered functionality ## 5. Acceptable Use Customer shall not: Violate applicable law Circumvent security controls Interfere with platform operations Reverse engineer the Services except as permitted by law Use the Services for unlawful purposes Customer is responsible for activity performed under its accounts. ## 6. Professional Responsibility Provider provides technology services only. Provider does not: Practice law Provide legal advice Establish attorney-client relationships Render professional legal opinions Attorneys remain responsible for all professional obligations. ## 7. AI Services Services may include AI-powered functionality. Customer acknowledges: AI output may be inaccurate. Human review is required. AI functionality does not replace professional judgment. AI functionality is additionally governed by the AI Use Policy. ## 8. Email Assistant Services Customer may enable Email Assistant functionality. Email Assistant functionality is governed by the Email Assistant Terms. Customer remains responsible for supervision of communications and workflows. ## 9. Security Provider shall maintain a security program designed to protect Customer Data. Security practices are described in the Security Addendum. Provider may modify security controls provided that overall security objectives are maintained. ## 10. Privacy and Data Processing Processing of Personal Data shall be governed by: This Agreement The Data Processing Addendum Applicable law The DPA is incorporated by reference into this Agreement. ## 11. Confidentiality Each party agrees to protect Confidential Information using reasonable care. Confidential Information shall be used only: To perform obligations To exercise rights under this Agreement Confidential Information excludes information that: Is publicly available Was already known Is independently developed Is lawfully received from another source ## 12. Fees and Payment Customer shall pay fees specified in applicable Order Forms. Unless otherwise stated: Fees are due in advance. Fees are non-refundable. Taxes are Customer's responsibility. Late payments may result in suspension. ## 13. Subscription Term Subscriptions continue for the period identified in the applicable Order Form. Renewal terms may be specified in the Order Form. ## 14. Support Provider shall provide support according to the support level associated with Customer's subscription. Support levels may be described in: Service descriptions Support exhibits Order Forms ## 15. Availability Provider will use commercially reasonable efforts to maintain availability of the Services. Provider does not guarantee uninterrupted operation. Maintenance, outages, third-party failures, and security events may affect availability. ## 16. Warranties Provider warrants that Services will be provided in a professional and workmanlike manner. Except as expressly stated, Services are provided "as-is." All implied warranties are disclaimed to the maximum extent permitted by law. ## 17. Intellectual Property Provider retains all ownership rights in: Software Documentation Workflows Interfaces Platform enhancements Service improvements Customer retains ownership of Customer Data. ## 18. Feedback Customer may provide feedback regarding the Services. Provider may use feedback without restriction or compensation. ## 19. Indemnification by Customer Customer shall defend and indemnify Provider against claims arising from: Customer Data Customer misuse Violation of law Violation of professional obligations ## 20. Indemnification by Provider Provider shall defend Customer against third-party claims alleging that the Services infringe valid intellectual property rights. Provider may: Modify Services Obtain rights Replace functionality to resolve such claims. ## 21. Limitation of Liability To the maximum extent permitted by law: Neither party shall be liable for: Indirect damages Consequential damages Special damages Lost profits Lost revenue Provider's aggregate liability shall not exceed fees paid by Customer during the twelve months preceding the claim. Certain limitations may not apply where prohibited by law. ## 22. Suspension Provider may suspend Services when reasonably necessary to: Protect security Prevent abuse Comply with legal obligations Address operational risks ## 23. Termination Either party may terminate this Agreement for material breach if the breach remains uncured following reasonable notice. Upon termination: Access may cease. Data export procedures may apply. Payment obligations survive where applicable. ## 24. Return and Deletion of Data Following termination, Customer may request export of Customer Data. Provider may delete Customer Data after a commercially reasonable retention period, subject to legal obligations. ## 25. Audit Rights Where required by applicable agreements, Provider may provide reasonable information regarding security and compliance practices. Audits shall be reasonable in scope and frequency. ## 26. Force Majeure Neither party shall be liable for failure to perform due to events beyond reasonable control, including: Natural disasters Internet failures Government actions Labor disruptions Utility interruptions ## 27. Governing Law This Agreement shall be governed by the laws of the State of California, excluding conflict of law principles, unless otherwise specified in an Order Form. ## 28. Dispute Resolution The parties agree to attempt good-faith resolution of disputes before pursuing litigation. Additional dispute resolution procedures may be specified in an Order Form. ## 29. Entire Agreement This Agreement, together with all incorporated exhibits and Order Forms, constitutes the entire agreement between the parties. ## 30. Order of Precedence In the event of conflict: 1. Executed Order Form 2. Master Services Agreement 3. Data Processing Addendum 4. Security Addendum 5. Email Assistant Terms 6. AI Use Policy 7. Other incorporated policies ## 31. Acceptance Execution of an Order Form or use of Enterprise Services constitutes acceptance of this Agreement.