Legalancer End User License Agreement

Version 1.0 · Effective August 27, 2026

This End User License Agreement (“Agreement”) is a contract between Legalancer Inc., a Delaware corporation (“Legalancer,” “we,” or “us”), and the organization or individual accessing the Services (“Customer” or “you”). It governs use of the Legalancer platform and every add-on, plugin, and integration we publish, including Legalancer for Word and Legalancer for Zoom.

By creating an account, installing an Add-on, clicking to accept, or using any part of the Services, you accept this Agreement. If you accept on behalf of an organization, you represent that you have authority to bind it, and “Customer” means that organization. If you do not agree, do not use the Services.

If Customer and Legalancer have signed a separate written agreement covering the Services, that agreement controls wherever the two conflict. This Agreement governs everything the signed agreement does not address.

Microsoft, Zoom, and the operators of other Third-Party Platforms through which Add-ons are distributed are not parties to this Agreement and have no obligations under it.

1. Definitions

“Add-on” means any add-in, plugin, extension, connector, app, API client, or integration that Legalancer makes available for use with a Third-Party Platform, including Legalancer for Word (a Microsoft Office add-in), Legalancer for Zoom, and any successor or additional add-on we release.

“Platform” means Legalancer’s hosted web application, including its APIs, mobile access, and all features, updates, and Documentation.

“Services” means the Platform, the Add-ons, and related support.

“Third-Party Platform” means any product or service not provided by Legalancer that the Services connect to, run within, or depend on, including Microsoft 365 and Office, Zoom, QuickBooks Online, and third-party speech-recognition, cloud hosting, and email delivery providers.

“Customer Data” means all content submitted to the Services by or on behalf of Customer, including audio and video recordings, exhibits, transcripts, documents, contact information, and billing records.

“User” means any individual Customer permits to access the Services under its account, including employees, court reporters, transcriptionists, and other contractors.

“Order” means the subscription plan, order form, or other written or online ordering document under which Customer purchases access to the Services.

“Subscription Term” means the period of access stated in an Order, including any renewals.

“Documentation” means the user guides and other materials Legalancer publishes describing the Services.

“Usage Data” means technical and operational data about how the Services are accessed and used, such as feature usage, performance metrics, and error logs. Usage Data does not include the content of Customer Data.

2. License

2.1 Grant. Subject to this Agreement and payment of applicable fees, Legalancer grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer’s internal business operations, and to permit its Users to do the same.

2.2 Add-ons. Add-ons are licensed, not sold. An Add-on may be downloaded at no charge from a Third-Party Platform’s marketplace, but its functions require an active Legalancer account associated with a Customer that holds a current subscription. Installing an Add-on without such an account grants no right to use the Platform.

2.3 Restrictions. Customer will not, and will not permit anyone to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or otherwise attempt to derive source code, except to the extent applicable law prohibits this restriction; (c) sell, resell, rent, lease, sublicense, or offer the Services to third parties as a service bureau or hosted offering; (d) circumvent usage limits, security controls, or authentication; (e) access the Services to build a competing product or to publish benchmark results; (f) use the Services to store or transmit malicious code or unlawful material; (g) scrape or extract data from the Services by automated means other than documented APIs; or (h) remove or alter proprietary notices.

2.4 Reservation of rights. Legalancer and its licensors own all right, title, and interest in the Services, including all software, designs, Documentation, improvements, and derivative works. Customer receives only the rights expressly granted in this Agreement.

2.5 Open source. The Services may include open-source components governed by their own licenses. Where such a license conflicts with this Agreement, it controls for that component only.

2.6 Feedback. If Customer or a User provides suggestions or other feedback about the Services, Legalancer may use it without restriction or obligation.

2.7 Trials and beta features. Free trials and features identified as beta, preview, or early access are provided for evaluation, may be changed or withdrawn at any time, and are excluded from the warranties in Section 9.1.

3. Accounts and Users

3.1 Customer responsibility. Customer is responsible for all activity under its account and for its Users’ compliance with this Agreement. Customer will keep credentials confidential, follow reasonable security practices, and promptly notify Legalancer of any unauthorized access.

3.2 Users. Customer decides which Users to invite, what roles they hold, and what Customer Data they can see. Legalancer is not responsible for access decisions made by Customer or its administrators.

3.3 Customer’s clients. Customer may use the Services to schedule proceedings, deliver transcripts, and communicate with its own clients and the parties to their matters. Customer remains solely responsible to those clients for its services, for compliance with court rules and professional obligations, and for the accuracy and timeliness of its deliverables. Legalancer is a software provider. It does not provide court reporting or transcription services and does not give legal advice.

3.4 Branding. The Services may display Customer’s branding on Customer-facing pages together with “Powered by Legalancer” attribution. Customer grants Legalancer a license to display Customer’s name and logo for that purpose during the Subscription Term.

4. Add-ons and Third-Party Platforms

4.1 Platform terms. Add-ons run inside Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by that provider’s terms and privacy policy, not by this Agreement. Legalancer does not control Third-Party Platforms and is not responsible for their availability, changes, data handling, or fees.

4.2 Authorized connections. When Customer connects a Third-Party Platform account to the Services (for example, by authorizing Legalancer for Zoom or a QuickBooks Online connection), Customer authorizes Legalancer to access and exchange data with that account as needed to provide the requested features. Customer may revoke a connection at any time, and features that depend on it will stop working.

4.3 Document content. Legalancer for Word transmits only the document content that a User chooses to send to or retrieve from the Platform. Content in Customer’s Microsoft 365 environment that is not sent to the Platform is not accessed by Legalancer.

4.4 Changes to Add-ons. Legalancer may update, replace, or discontinue an Add-on, including when a Third-Party Platform changes its requirements. Where reasonably possible, Legalancer will give notice before discontinuing an Add-on in a way that materially affects Customer’s use.

5. Customer Data

5.1 Ownership. Customer owns Customer Data. Customer grants Legalancer a non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide, secure, support, and improve the Services and as otherwise directed by Customer.

5.2 Customer’s obligations. Customer represents that it has all rights, consents, and notices required to provide Customer Data to Legalancer and to permit its processing as described in this Agreement and the Privacy Policy, including any consents required to record and transcribe proceedings.

5.3 Confidential and privileged material. Legalancer understands that Customer Data may contain attorney-client privileged, confidential, or otherwise sensitive information. Legalancer will not access the content of Customer Data except as necessary to provide the Services, respond to a support request, prevent or address technical or security issues, or comply with law. Customer’s use of the Services does not waive any privilege.

5.4 Security. Legalancer maintains administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, role-based access controls, and activity logging. Legalancer will notify Customer without undue delay after confirming a security incident involving Customer Data.

5.5 Subprocessors. Legalancer uses third-party service providers to host and deliver the Services, including cloud infrastructure, speech-recognition, email delivery, and video-conferencing providers. A current list is available at https://www.legalancer.com/subprocessors/ or on request. Legalancer remains responsible for its subprocessors’ handling of Customer Data.

5.6 Automated transcription and AI features. The Services use automated speech recognition to produce draft transcripts and may use generative AI to extract data and suggest content. Speech recognition may be performed by third-party providers listed as subprocessors under Section 5.5. Generative AI features run within Legalancer’s private cloud environment; Customer Data used by those features is not sent to public or consumer AI services and is not used to train models offered to other customers. All automated output is a draft. It may contain errors and omissions, and Customer is responsible for reviewing and certifying work product before relying on it or delivering it to a client or court.

5.7 Usage Data. Legalancer may collect and use Usage Data to operate, secure, and improve the Services, and may share Usage Data in aggregated or de-identified form that does not identify Customer or any individual.

5.8 Retention and return. Customer may export Customer Data through the Services at any time during the Subscription Term. For 30 days after termination or expiration, Legalancer will make Customer Data available for export on request. After that period Legalancer may delete Customer Data from active systems, subject to routine backup rotation and any retention required by law. Legalancer’s Privacy Policy at https://www.legalancer.com/privacy/ describes retention and personal-data practices in more detail and is incorporated into this Agreement.

5.9 Data protection addendum. If Customer is subject to data-protection law that requires additional contractual terms, such as the GDPR, the parties will enter into Legalancer’s data processing addendum on request.

6. Confidentiality

Each party will protect the other party’s non-public information that is marked confidential or that a reasonable person would understand to be confidential, using at least the degree of care it uses for its own similar information. Customer Data and the non-public technical details of the Services are Confidential Information. Confidential Information may be used only to perform under this Agreement and disclosed only to personnel and advisors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient, was independently developed, or was lawfully received from a third party. A party may disclose Confidential Information when required by law after giving the other party notice where legally permitted. These obligations continue for three years after this Agreement ends and, for Customer Data, until it is deleted.

7. Fees and Payment

7.1 Fees. Customer will pay the fees stated in its Order. Unless the Order provides otherwise, fees are billed in advance in U.S. dollars and are non-refundable except as expressly provided in this Agreement. Add-ons carry no separate charge unless an Order states one.

7.2 Taxes. Fees exclude taxes. Customer is responsible for sales, use, and similar taxes other than taxes on Legalancer’s income.

7.3 Late payment. Amounts unpaid 30 days after the due date may accrue interest at 1% per month or the highest rate permitted by law, whichever is lower. Legalancer may suspend the Services on 10 days’ notice while fees remain unpaid.

7.4 Fee changes. Legalancer may change fees for a renewal term by giving notice at least 30 days before the renewal date.

8. Term, Termination, and Suspension

8.1 Term. This Agreement begins when Customer first accepts it and continues while Customer has an active Order or any account or Add-on in use.

8.2 Subscriptions. Each Order runs for the Subscription Term stated in it and renews automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the renewal date.

8.3 Termination for cause. Either party may terminate this Agreement or an Order if the other party materially breaches it and fails to cure within 30 days after written notice, or becomes insolvent or subject to bankruptcy proceedings.

8.4 Suspension. Legalancer may suspend access immediately, in whole or in part, if Customer’s use threatens the security or integrity of the Services, violates law, or materially breaches this Agreement. Legalancer will limit any suspension to what is reasonably necessary and will give notice where practicable.

8.5 Effect of termination. On termination or expiration, Customer’s right to use the Services ends, Customer will uninstall all Add-ons, and unpaid fees for the remainder of any committed term become due. If Customer terminates for Legalancer’s uncured breach, Legalancer will refund prepaid fees for the unused portion of the term. Section 5.8 governs the return of Customer Data.

8.6 Survival. Sections 2.3 through 2.6, 5, 6, 7, 8.5, 9.2, 10, 11, and 13 survive termination or expiration.

9. Warranties and Disclaimers

9.1 Legalancer. Legalancer warrants that (a) it has the right to grant the licenses in this Agreement; (b) the Services will perform materially as described in the Documentation; and (c) it will not knowingly introduce malicious code. Customer’s exclusive remedy for breach of clause (b) is for Legalancer to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected Order and refund prepaid fees for the unused portion of the term.

9.2 Disclaimer. Except as stated in Section 9.1, the Services are provided “as is.” Legalancer disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Legalancer does not warrant that the Services will be uninterrupted or error-free; that any transcript, AI output, or extracted data will be accurate or complete; or that the Services will satisfy any court rule, filing deadline, or professional standard. Customer is solely responsible for reviewing and certifying its work product and for meeting its own deadlines.

9.3 Customer. Customer warrants that it will use the Services only as permitted by this Agreement and applicable law, and that Customer Data does not infringe or misappropriate any third party’s rights or violate any law.

10. Indemnification

10.1 By Legalancer. Legalancer will defend Customer against any third-party claim alleging that the Services, used as permitted by this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or agreed in a settlement Legalancer approves. Legalancer has no obligation for claims arising from Customer Data, Third-Party Platforms, modifications not made by Legalancer, or combination with items not provided by Legalancer. If a claim arises or appears likely, Legalancer may procure the right for Customer to continue using the Services, modify them to be non-infringing, or terminate the affected Services and refund prepaid fees for the unused portion of the term. This Section states Legalancer’s entire liability for infringement claims.

10.2 By Customer. Customer will defend Legalancer against any third-party claim arising from Customer Data, from Customer’s or its Users’ use of the Services in violation of this Agreement or law, or from Customer’s services to its own clients, and will pay damages finally awarded or agreed in a settlement Customer approves.

10.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and cooperate at the indemnifying party’s expense. No settlement may impose obligations on the indemnified party without its consent, which will not be unreasonably withheld.

11. Limitation of Liability

11.1 Cap. Each party’s total liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to Legalancer in the 12 months before the event giving rise to the claim, or US$100 if no fees were paid.

11.2 Exclusions. Neither party will be liable for lost profits, lost revenue, loss of data, business interruption, or indirect, incidental, consequential, special, or punitive damages, however caused and under any theory of liability, even if advised of their possibility.

11.3 Exceptions. Sections 11.1 and 11.2 do not limit either party’s indemnification obligations under Section 10; liability for infringement or misappropriation of the other party’s intellectual property; breach of Section 6; gross negligence, willful misconduct, or fraud; or any liability that cannot be limited under applicable law.

12. Changes to the Services and to this Agreement

Legalancer may improve and change the Services over time, provided it does not materially reduce the core functionality of a paid subscription during its term. Legalancer may update this Agreement by posting a new version at https://www.legalancer.com/eula/ with a new version number and effective date. Material changes take effect 30 days after notice by email or in-product message, or at the start of Customer’s next Subscription Term, whichever is later. Continued use after the effective date constitutes acceptance. If Customer objects to a material change, it may terminate the affected Order before the change takes effect and receive a refund of prepaid fees for the unused portion of the term.

13. General

13.1 Government users. The Services are commercial computer software and commercial computer software documentation. If acquired by or on behalf of a United States federal government entity, they are licensed under this Agreement in accordance with FAR 12.212 and DFARS 227.7202, and government users receive only the rights granted to all other customers. State and local government customers may be subject to additional terms stated in their Order.

13.2 Export. Customer will comply with United States export laws and will not use the Services from, or provide access to, any embargoed country or restricted person.

13.3 Governing law and venue. This Agreement is governed by the laws of the State of Washington, without regard to its conflict-of-law rules. The state and federal courts located in Pierce County, Washington have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and each party consents to that jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

13.4 Assignment. Customer may not assign this Agreement without Legalancer’s written consent, except to a successor in a merger or sale of substantially all of its assets that assumes all of Customer’s obligations. Legalancer may assign this Agreement without consent to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the Services. Any other attempted assignment is void.

13.5 Notices. Notices to Legalancer must be sent to Legalancer Inc., 131 Continental Dr, Newark, DE 19713-4305, United States, with a copy by email to [email protected]. Notices to Customer may be sent to the email address of Customer’s account administrator and are effective when sent. Legalancer may also provide notices through the Services.

13.6 Relationship. The parties are independent contractors. This Agreement does not create a partnership, agency, or joint venture, and there are no third-party beneficiaries.

13.7 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including Third-Party Platform outages, internet failures, and government action. This Section does not excuse payment obligations.

13.8 Entire agreement. This Agreement, the Order, and the Privacy Policy are the entire agreement regarding the Services and supersede all prior or contemporaneous agreements and communications on the subject. Terms on a Customer purchase order or vendor form have no effect. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. A waiver must be in writing and applies only to the specific instance.

13.9 Order of precedence. If documents conflict, the following order applies: (1) a signed written agreement between the parties; (2) the Order; (3) this Agreement; (4) the Documentation