Legasus Master Subscription Agreement

This Master Subscription Agreement (the “Agreement” or “MSA”) is a legal agreement between AIDAN LLC, doing business as Legasus (“Legasus,” “we,” “us,” or “our”) and the business, law firm, legal department, professional organization, or other entity that purchases, accesses, or uses the Services (“Customer,” “you,” or “your”).

If an individual accepts this Agreement on behalf of a Customer, that individual represents and warrants that the individual has authority to bind the Customer. If the individual does not have such authority, the individual must not accept this Agreement or use the Services on the Customer's behalf.

The Services are intended for business and professional use and are not offered as consumer services.

1. Agreement Structure

1.1 Incorporated Terms

This Agreement includes and incorporates by reference, to the extent applicable to Customer's use of the Services:

the applicable Order Form;
the Legasus Data Processing Addendum (“DPA”);
the Legasus Data Transfer Addendum;
the Legasus Security Addendum;
the Legasus General Acceptable Use Policy (“AUP”);
the Legasus AI Acceptable Use Policy (“AI AUP”);
the Legasus Product-Specific Terms;
the Legasus AI & Professional Services Disclaimer;
the Legasus SLA & Support Policy, if Customer's plan or Order Form expressly states that an SLA applies;
the Legasus API & MCP Developer Terms, if Customer is granted API or MCP access;
a Business Associate Agreement (“BAA”), if separately executed by the parties; and
any other addendum expressly executed or incorporated into an Order Form.

Collectively, these documents are the “Terms.”

1.2 Order of Precedence

If there is a conflict among the Terms, the following order of precedence applies unless an applicable document expressly states otherwise:

an executed BAA, solely with respect to Protected Health Information and HIPAA matters;
the DPA and Data Transfer Addendum, solely with respect to applicable data-protection matters;
the Security Addendum, solely with respect to technical and organizational security measures;
a mutually executed Order Form, but only to the extent the Order Form expressly identifies a provision it is modifying;
applicable Product-Specific Terms;
this MSA; and
other incorporated policies.

1.3 Updates to the Terms

Legasus may update the Terms from time to time by posting updated versions or making them available through the Services. Unless applicable law or a mutually executed agreement requires otherwise, an update becomes effective when posted or on a later date specified by Legasus. Changes will not retroactively alter rights or obligations that accrued before the effective date of the change.

Customer's continued use of the Services after an updated version becomes effective constitutes acceptance of the updated Terms to the extent permitted by applicable law. If an Order Form expressly fixes a version of any Terms for a stated subscription term, that Order Form controls for that term.

Legasus will maintain version dates for material legal documents.

2. Definitions

For purposes of the Terms:

2.1 “Account Data”

means information used to create, administer, secure, bill for, or support Customer's account or Authorized Users, such as names, business contact information, credentials, user roles, authentication records, billing contacts, subscription information, and support communications. Account Data does not include substantive matter, case, client, or legal-work information submitted to the Services as Customer Data.

2.2 “Administrator”

means an Authorized User designated by Customer with administrative authority over Customer's account, including authority to add or remove Authorized Users, configure permissions and features, enable integrations, manage Client Users, request optional functionality, purchase additional Services where enabled, and otherwise administer the Customer environment.

2.3 “AI-Enabled Feature”

means any Service or functionality that uses machine learning, generative artificial intelligence, large language models, speech or voice models, classification models, retrieval systems, embeddings, agentic systems, predictive systems, or similar automated technology.

2.4 “AI Input”

means prompts, instructions, Customer Data, Customer Content, documents, audio, images, queries, context, or other information submitted to or made available to an AI-Enabled Feature.

2.5 “AI Output”

means content, data, drafts, summaries, classifications, recommendations, predictions, analyses, citations, research results, calculations, scores, communications, actions proposed by an AI-Enabled Feature, or other material generated or returned by an AI-Enabled Feature.

2.6 “Authorized User”

means an individual partner, attorney, employee, contractor, consultant, temporary worker, or other person whom Customer authorizes to access the Services under Customer's account.

2.7 “Beta Feature”

means a feature, service, model, integration, workflow, or other functionality designated as beta, preview, pilot, experimental, early access, evaluation, trial, prototype, or similar pre-general-availability status.

2.8 “Client User”

means a client or other external person whom Customer or an Authorized User invites to access limited client-facing functionality, such as matter information, communications, document exchange, or uploads. A Client User is not an independent Customer of Legasus merely because the Client User accesses such functionality.

2.9 “Confidential Information”

means nonpublic information disclosed by or on behalf of one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Confidential Information includes Customer Data and Customer Content. Legasus Confidential Information includes nonpublic technology, source code, model architecture, system prompts, model weights, security information, pricing, product plans, methods, workflows, documentation, and know-how.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no breach of the Terms; (b) was lawfully known to the receiving party without confidentiality restriction before disclosure; (c) is received lawfully from a third party without breach of duty; or (d) is independently developed without use of the disclosing party's Confidential Information.

2.10 “Customer Content”

means content Customer or its users submit, upload, transmit, create, record, import, or make available through the Services, including prompts, files, text, communications, recordings, instructions, comments, templates created by Customer, and information from connected accounts. Customer Content is a subset of Customer Data where it contains information processed through the Services.

2.11 “Customer Data”

means data, records, files, documents, communications, matter information, client information, personal data, case data, legal work product, medical or insurance information, evidence, recordings, billing information relating to matters, and other information submitted to, stored in, transmitted through, or processed by the Services on Customer's behalf. Customer Data excludes Account Data that Legasus processes for its own business purposes, Usage Data, and data that has been validly deidentified or aggregated so it no longer identifies Customer, an individual, a matter, or a client as described in the Terms.

2.12 “Customer-Specific AI Configuration”

means an optional, isolated configuration that may enable AI-Enabled Features to adapt to Customer's own authorized materials, preferences, instructions, workflows, best practices, terminology, drafting styles, or behavior. Depending on the feature, this may use retrieval indexes, embeddings, saved memory, preference profiles, customer-specific prompts or instructions, adapters, fine-tuning, or other customer-isolated methods. Customer-Specific AI Configuration does not include training a generalized or shared model for use by unrelated customers.

2.13 “Documentation”

means user guides, technical documentation, in-product instructions, security or compliance documentation, and other documentation Legasus makes available for the Services.

2.14 “Order Form”

means an order form, online checkout, sales order, statement of work, subscription confirmation, or other ordering document under which Customer purchases or receives Services.

2.15 “Private AI Configuration”

means an optional, separately approved AI configuration identified in an Order Form or written configuration that is designed to use Legasus-hosted or otherwise private model infrastructure without sending applicable AI Inputs to third-party foundation-model inference providers, to the extent expressly specified for that configuration. A Private AI Configuration is not an on-premises deployment unless an Order Form expressly states otherwise.

2.16 “Services”

means the Legasus software-as-a-service platform and related products, features, applications, AI-Enabled Features, integrations, support, APIs, MCP interfaces, professional services, or other services identified in an applicable Order Form or made available by Legasus, excluding Third-Party Services except where expressly stated.

2.17 “Third-Party Service”

means a product, database, content source, model provider, integration, application, platform, network, API, website, e-signature provider, legal research provider, communications provider, or other service supplied by a third party and accessed through, connected to, or interoperating with the Services.

2.18 “Usage Data”

means technical and operational information about use, performance, reliability, security, and administration of the Services, such as feature usage, token or request counts, latency, device/browser information, errors, system events, API usage, security events, and aggregate product statistics. Usage Data does not include Customer Data in identifiable form except to the limited extent necessary to provide, secure, support, troubleshoot, or measure the Services as permitted by the Terms.

3. Eligibility; Business Use; Authority

3.1 Business and Professional Use

The Services are intended for law firms, legal departments, legal professionals, businesses, and professional organizations. Customer will not purchase or use the Services primarily for personal, family, or household purposes.

3.2 Age Requirement

Each person accessing the Services must be at least eighteen (18) years old.

3.3 Authority to Bind Customer

A person who accepts the Terms, places an Order Form, enables a paid feature, or administers a Customer account represents that the person has authority to do so on Customer's behalf.

4. Access to and Use of the Services

4.1 Subscription Right

Subject to Customer's compliance with the Terms and payment of applicable fees, Legasus grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the applicable subscription term to access and use the Services for Customer's internal business and professional purposes in accordance with the Documentation and applicable usage limits.

4.2 Authorized Users

Customer is responsible for:

selecting its Authorized Users;
ensuring that Authorized Users comply with the Terms;
all acts and omissions of Authorized Users and Client Users using Customer's account to the extent permitted by law;
promptly removing or disabling access for individuals who are no longer authorized;
configuring roles, permissions, integrations, and access appropriately; and
maintaining accurate Administrator information.

User credentials are individual and may not be shared unless a feature is expressly designed for shared or service-account access.

4.3 Administrators

Customer authorizes its Administrators to act on Customer's behalf with respect to account configuration. Customer understands that Administrators may be able to access, export, delete, disclose, configure, or restrict Customer Data; connect integrations; manage retention settings; invite Client Users; enable optional AI functionality; request Private AI or Customer-Specific AI configurations; and take other actions that affect Customer's use of the Services.

Legasus may rely on instructions from an Administrator unless Legasus has actual knowledge that the Administrator lacks authority.

4.4 Client Users

Customer may invite Client Users to limited client-facing functionality where available. Customer is solely responsible for:

deciding whether a Client User should receive access;
confirming the Client User's identity and authorization;
selecting the information and functionality made available;
determining whether access is appropriate under professional, privacy, confidentiality, privilege, protective-order, or other obligations;
revoking access when appropriate; and
communications with the Client User.

Legasus may impose expiration periods, access controls, or security requirements on Client User access.

4.5 Account Ownership Disputes

If a dispute arises among firm members, partners, employees, former employees, clients, or other persons regarding control of a Customer account or Customer Data, Legasus may, but is not obligated to, suspend access, request documentation, require joint instructions, preserve data, or take other reasonable measures until the dispute is resolved. Legasus does not adjudicate ownership disputes among Customer stakeholders and may rely on court orders, corporate records, written authorizations, or other evidence it reasonably considers reliable.

5. Customer Data and Customer Content

5.1 Customer Ownership

As between Legasus and Customer, Customer retains all right, title, and interest in and to Customer Data and Customer Content, subject to rights of third parties and applicable law. Legasus does not acquire ownership of Customer Data merely because it is submitted to the Services.

5.2 Limited License to Legasus

Customer grants Legasus and its approved service providers a nonexclusive, worldwide, limited license during the applicable period to host, copy, transmit, display, reproduce, transform, index, analyze, secure, back up, and otherwise process Customer Data and Customer Content only as reasonably necessary to:

provide, operate, maintain, secure, support, and improve the Services as permitted by the Terms;
perform Customer's instructions;
provide integrations and AI-Enabled Features Customer enables;
prevent or investigate fraud, abuse, security threats, or legal violations;
comply with applicable law and lawful process; and
exercise rights expressly granted under the Terms.

This license does not authorize Legasus to use Customer Data to train generalized or shared AI models except where Customer expressly enters a separate written agreement that specifically authorizes such use.

5.3 Customer Representations and Responsibilities

Customer represents and warrants that it has, and will maintain, all rights, authority, permissions, consents, notices, lawful bases, licenses, and professional authorization necessary to provide Customer Data and Customer Content to Legasus and to permit processing as contemplated by the Terms.

Without limiting the foregoing, Customer is responsible for determining whether it may lawfully:

upload client or third-party information;
connect email, calendar, storage, communication, or other accounts;
submit privileged, confidential, sealed, regulated, medical, or sensitive information;
record or transcribe communications;
disclose information to an AI-Enabled Feature or Third-Party Service;
invite Client Users;
use AI Output in legal or professional work; and
provide any notices or obtain any consents required by law, contract, court order, professional rule, or Customer policy.

5.4 No Sale or Advertising Use of Customer Data

Legasus will not sell Customer Data or use identifiable Customer Data for cross-context behavioral advertising or targeted advertising unrelated to providing the Services.

5.5 Deidentified and Aggregated Data

Legasus may create and use data that has been deidentified or aggregated so that it does not reasonably identify Customer, a Customer client, an individual, or a matter, for lawful purposes such as security, service analytics, benchmarking, capacity planning, reliability, product improvement, and business operations. Legasus will not attempt to reidentify such data except to test deidentification techniques, investigate security, or as otherwise permitted by applicable law and the Terms.

If data is subject to HIPAA, deidentification will be governed by the BAA and applicable HIPAA requirements.

6. Artificial Intelligence

6.1 AI-Enabled Features

The Services may include AI-Enabled Features provided through Legasus technology, approved third-party model providers, or a combination of both. Customer's use of AI-Enabled Features is subject to this MSA, the AI AUP, Product-Specific Terms, and the AI & Professional Services Disclaimer.

6.2 No Generalized Model Training on Customer Data

Legasus will not use Customer Data, Customer Content, AI Input, or AI Output to train generalized or shared Legasus AI models for use across unrelated customers, except where Customer separately and expressly agrees in writing.

Where Legasus sends Customer Data or Customer Content to an approved third-party AI provider as part of an enabled feature, Legasus will use commercial, enterprise, or API arrangements intended to prevent the provider from using such Customer Data or Customer Content to train the provider's generalized models, subject to the provider-specific terms and any separately disclosed optional feature conditions.

6.3 Customer-Specific AI Learning

Customer may request or enable Customer-Specific AI Configuration where available. Such configuration may allow Customer's AI agents or workflows to adapt to Customer's authorized practices, preferences, terminology, instructions, and materials.

Customer-Specific AI Configuration:

is isolated to Customer's environment;
will not be used to improve another customer's private agents or a generalized/shared model;
may involve the technical methods described in the definition of Customer-Specific AI Configuration;
may be disabled where technically available, including by Administrator request; and
may be reset or deleted subject to technical feasibility, backup cycles, legal requirements, and the Terms.

Customer is responsible for determining what materials should be included in Customer-Specific AI Configuration and for ensuring it has the right to use those materials for that purpose.

6.4 Private AI Configuration

Legasus may offer a Private AI Configuration on a case-by-case basis. Availability, technical architecture, supported features, performance characteristics, pricing, data location, and any additional commitments must be stated in an Order Form or written configuration approved by Legasus.

Unless expressly stated in an Order Form, a Private AI Configuration does not constitute an on-premises deployment, dedicated hardware, exclusive model ownership, or a transfer of Legasus intellectual property.

6.5 Human Review

Customer acknowledges that AI Output can be inaccurate, incomplete, misleading, biased, outdated, inconsistent, or inappropriate for a particular jurisdiction, fact pattern, client, or purpose. AI Output may contain fabricated or incorrect citations, quotations, calculations, names, dates, authorities, or factual statements.

Customer will ensure appropriate human review of material AI Output before it is relied upon, filed, signed, transmitted externally, used to advise a client, used to make a legal or similarly significant decision, or otherwise used in a manner that could materially affect a person or matter.

6.6 No Legal or Professional Advice by Legasus

Legasus is a technology provider and does not provide legal, medical, tax, accounting, investment, insurance, healthcare, or other regulated professional advice. Use of the Services does not create an attorney-client, doctor-patient, fiduciary, or other professional relationship between Legasus and Customer, an Authorized User, a Client User, or any other person.

6.7 Professional Responsibility

Customer remains solely responsible for professional judgment and compliance with all applicable:

ethical and professional-responsibility rules;
duties of competence and supervision;
attorney-client confidentiality and privilege;
work-product protections;
conflicts rules and ethical walls;
court rules and filing requirements;
citation and authority verification;
deadlines and statutes of limitation;
client communications and consent;
record retention and legal-hold obligations;
jurisdiction-specific requirements; and
laws governing automated decision-making, consumer disclosures, AI use, and professional services.

6.8 Similar or Non-Unique Output

AI Output may not be unique. Other users may receive the same or similar output. Customer receives only those rights in AI Output that Legasus is legally able to provide, subject to third-party rights, underlying source material, applicable law, and the Terms.

6.9 Customer Use of AI Output

As between Legasus and Customer, and subject to applicable law and third-party rights, Legasus assigns to Customer any right Legasus may have in AI Output generated specifically for Customer through Customer's lawful use of the Services. This does not transfer ownership of:

the Services;
models or model weights;
system prompts;
model architecture;
orchestration logic;
retrieval systems;
workflows;
templates owned by Legasus;
algorithms;
methods;
know-how;
software;
Documentation;
Third-Party Services or content; or
any material incorporated into AI Output in which Legasus does not own assignable rights.

6.10 No Model Extraction or Competitive Training

Customer will not, and will not permit any third party to:

use the Services, AI-Enabled Features, AI Output, or automated queries to train, fine-tune, distill, develop, or improve a competing AI or machine-learning model, system, product, or service;
systematically collect AI Output for model replication or dataset construction intended to compete with Legasus;
extract or attempt to extract model weights, system prompts, hidden instructions, proprietary retrieval logic, orchestration methods, embeddings, or other nonpublic components;
benchmark the Services for the primary purpose of publishing or enabling a competitive replication without Legasus's written consent; or
reverse engineer or circumvent safeguards intended to protect Legasus technology.

Nothing in this Section prohibits reasonable internal security, procurement, legal, or performance evaluations conducted in good faith and not for competitive replication.

7. Professional and Legal-Technology Responsibilities

7.1 Independent Verification

Customer is responsible for independently verifying legal research, citations, quotations, authorities, deadlines, calculations, document content, factual assertions, and other substantive AI or automated output before reliance.

7.2 Legal Research Sources

The Services may provide research or content from Third-Party Services such as legal research databases. Third-party license terms may apply. Legasus does not guarantee that any third-party database is complete, current, uninterrupted, or available indefinitely.

7.3 Intake Scoring

If Customer uses intake scoring or classification, Customer understands that scores are decision-support information designed to compare an inquiry with Customer-specified case preferences, experience, or criteria. Legasus does not determine legal merit, establish an attorney-client relationship, accept or reject representation, or guarantee that a particular firm is appropriate for an individual.

7.4 Ethical Walls, Conflicts, Retention, and Legal Holds

The Services may provide tools that assist Customer in configuring permissions, ethical walls, conflicts workflows, retention, preservation, and legal holds. Customer remains responsible for determining whether its configuration and procedures satisfy applicable professional, legal, regulatory, and contractual obligations.

8. AI Agents and Automated Actions

8.1 Default Human Approval

Where an AI agent can take or initiate an external or material action, Legasus may provide review, approval, confirmation, permission, or similar controls. By default, Customer is responsible for reviewing and approving material actions before execution where the product presents such controls.

Potential actions may include, depending on enabled features:

sending email or other communications;
creating or modifying calendar events;
creating, uploading, downloading, moving, or modifying documents;
modifying matter or contact data;
contacting leads or clients;
generating or preparing retainers or agreements;
initiating e-signature workflows;
interacting with Third-Party Services; or
executing other configured workflows.

8.2 Experimental Reduced-Approval Mode

At Customer's request and where Legasus permits it, Customer may be allowed to reduce or bypass certain default approval controls. Such functionality is experimental, not recommended for material legal or professional decisions, may be subject to additional conditions, and is enabled at Customer's direction and risk.

Customer is solely responsible for deciding whether such functionality is appropriate, configuring limits, supervising its operation, complying with law and professional obligations, and reviewing resulting actions. Legasus may refuse, limit, suspend, or revoke reduced-approval functionality at any time for security, compliance, product, or risk reasons.

9. Security and Privacy

9.1 Security Addendum

Legasus will maintain the security measures described in the Security Addendum. Customer acknowledges that no system can be guaranteed to be completely secure.

9.2 Customer Security Responsibilities

Customer is responsible for security within Customer's control, including:

maintaining secure devices and networks;
safeguarding credentials, API keys, and authentication factors;
using and enforcing available MFA and access controls;
assigning appropriate permissions;
promptly disabling departed or unauthorized users;
monitoring Administrators and privileged users;
configuring integrations appropriately;
protecting exported or downloaded Customer Data;
notifying Legasus promptly of suspected compromise; and
not circumventing security controls.

9.3 Data Protection

Where Legasus processes personal data on Customer's behalf, the DPA applies. International transfer mechanisms are addressed in the Data Transfer Addendum.

9.4 HIPAA

Customer may submit Protected Health Information only through Services and configurations that Legasus expressly designates as HIPAA-eligible and, where required, after the parties execute a BAA. The availability of a BAA does not mean every Service, Third-Party Service, Beta Feature, integration, or AI model is HIPAA-eligible.

10. Third-Party Services and Integrations

10.1 Third-Party Services

Customer may be able to connect or use Third-Party Services, including email, calendar, cloud storage, e-signature, voice, AI, legal research, payment, or other providers.

Third-Party Services are generally governed by the third party's own terms, licenses, privacy policies, availability, and technical limitations. Unless an Order Form expressly states otherwise, Third-Party Services are not part of the Legasus Services for purposes of Legasus warranties, indemnities, uptime commitments, or service levels.

10.2 Customer Authorization

By enabling an integration, Customer authorizes Legasus to exchange data with the Third-Party Service as reasonably necessary to provide the integration and Customer's instructions.

10.3 Changes and Discontinuation

Legasus may add, modify, replace, restrict, or discontinue a Third-Party Service integration if the third party changes or discontinues its service, terms, APIs, pricing, security posture, licensing, technical requirements, or availability, or if Legasus determines the integration presents legal, security, operational, or commercial risk.

Legasus is not responsible for interruption or loss caused by a Third-Party Service outside Legasus's reasonable control.

11. API and MCP Access

API and Model Context Protocol (“MCP”) access is available only where approved by Legasus. Such access is subject to the API & MCP Developer Terms, applicable rate limits, scopes, security controls, Documentation, and the applicable Order Form.

Legasus may modify, throttle, suspend, or revoke API or MCP access for security, excessive use, abuse, nonpayment, violation of the Terms, or operational reasons.

12. Beta, Preview, Trial, and Evaluation Features

12.1 Beta Features

Beta Features may be incomplete, unstable, subject to errors, changed without notice, discontinued, or subject to additional limitations. Unless expressly stated otherwise in writing:

Beta Features are provided “as is” and “as available”;
Beta Features are excluded from any SLA;
Legasus does not warrant that Beta Features will become generally available;
Legasus may impose additional usage or data restrictions;
Customer should not use a Beta Feature for regulated or highly sensitive data unless Legasus expressly designates the Beta Feature for that use; and
Customer assumes the risk of relying on Beta Features.

12.2 Free Trials

Legasus may offer free trials with or without payment information. The terms presented at enrollment control whether a trial automatically converts to a paid subscription. If a trial is designated to convert automatically, Customer authorizes Legasus to charge the applicable payment method unless Customer cancels before the conversion date.

Legasus may modify, limit, or terminate free or evaluation access at any time to the extent permitted by law.

13. Fees, Billing, Taxes, and Payment

13.1 Fees

Customer will pay all fees stated in the applicable Order Form. Except as expressly stated in an Order Form or required by law, fees are noncancelable and nonrefundable.

13.2 Subscription Term and Renewal

Unless an Order Form states otherwise, paid subscriptions have an initial term of twelve (12) months and automatically renew for successive twelve-month periods unless Customer gives notice of cancellation before the applicable renewal date through a method Legasus makes available or as otherwise required by the Order Form or law.

Cancellation stops future renewal but does not entitle Customer to a prorated refund for the then-current term except where required by law or expressly agreed in writing.

13.3 Payment

Customer authorizes Legasus and its payment processors to charge applicable fees according to the Order Form. Invoiced amounts are due by the due date stated on the invoice or Order Form.

13.4 Late Payment

If Customer fails to pay undisputed amounts when due, Legasus may, after notice where commercially reasonable or legally required:

suspend access to some or all Services;
restrict new usage or purchases;
charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; and
recover reasonable costs of collection to the extent permitted by law.

Suspension for nonpayment does not relieve Customer of payment obligations.

13.5 Taxes

Fees exclude taxes unless stated otherwise. Customer is responsible for applicable sales, use, excise, value-added, withholding, or similar taxes arising from Customer's purchase or use of the Services, excluding taxes based on Legasus's net income. If Customer is legally required to withhold taxes, Customer will provide documentation reasonably requested by Legasus.

13.6 Price Changes

Legasus may change standard pricing from time to time. Unless otherwise stated in an Order Form, price changes for an existing paid subscription take effect at the next renewal or purchase of additional Services after the new price becomes applicable.

14. Professional Services

14.1 Standard Implementation and Training

Implementation, configuration, onboarding, and training identified in an Order Form may be provided under this MSA.

14.2 Custom Engineering

Material custom development, integration work, data migration, model training projects, consulting, white-label development, or other custom work may require a separate statement of work (“SOW”). Unless an SOW expressly states otherwise, Customer receives only the rights necessary to use deliverables with the Services; Legasus retains ownership of preexisting technology, reusable tools, frameworks, methods, know-how, generalized components, and improvements.

15. Intellectual Property

15.1 Legasus Technology

Except for Customer Data, Customer Content, and rights expressly granted to Customer, Legasus and its licensors retain all right, title, and interest in and to the Services and related intellectual property, including software, user interfaces, models, model weights, system prompts, orchestration, workflows, templates supplied by Legasus, APIs, Documentation, algorithms, methods, inventions, data structures, design elements, trademarks, and know-how.

No rights are granted by implication, estoppel, or otherwise.

15.2 Restrictions

Except to the extent a restriction is prohibited by law, Customer will not:

copy, modify, translate, or create derivative works of the Services except through features designed for that purpose;
sell, resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau unless expressly authorized;
reverse engineer, decompile, disassemble, or attempt to discover source code or nonpublic architecture;
bypass usage, access, rate, security, or entitlement controls;
remove proprietary notices;
access the Services to build a competing product or service; or
use the Services beyond purchased or authorized usage limits.

15.3 Feedback

If Customer voluntarily provides ideas, suggestions, enhancement requests, recommendations, or other feedback about the Services (“Feedback”), Customer grants Legasus a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialize, and incorporate the Feedback without restriction or compensation. Feedback does not include Customer Data, Customer Content, or Customer Confidential Information merely because Customer communicates it while giving Feedback.

16. Confidentiality

16.1 Protection

Each receiving party will:

use the disclosing party's Confidential Information only to exercise rights or perform obligations under the Terms;
protect it using at least reasonable care and no less care than it uses for its own information of similar sensitivity; and
disclose it only to personnel, professional advisers, affiliates, contractors, and service providers who have a need to know and are bound by confidentiality obligations appropriate to the information.

16.2 Compelled Disclosure

A receiving party may disclose Confidential Information if required by law, subpoena, court order, or valid governmental demand. Where legally permitted, the receiving party will provide reasonable notice to the disclosing party and disclose only information it reasonably determines is required.

16.3 Privilege and Work Product

Legasus's role as a technology service provider is not intended to waive attorney-client privilege, work-product protection, or similar protections. Customer remains responsible for determining whether disclosure to or use of particular Services, features, subprocessors, or Third-Party Services is appropriate to preserve privilege, confidentiality, or professional obligations in a particular jurisdiction or matter.

17. Government and Law-Enforcement Requests

Where legally permitted and reasonably practicable, if Legasus receives a governmental or law-enforcement demand specifically seeking Customer Data, Legasus may:

direct the requesting authority to seek the information from Customer;
notify Customer of the request;
review the request for facial validity and appropriate scope;
seek clarification, modification, or protective treatment where reasonable; and
disclose only the information Legasus reasonably determines it is legally required to disclose.

Nothing in this Section requires Legasus to violate law, a binding order, or a prohibition on notice.

18. Acceptable Use and Suspension

18.1 Acceptable Use

Customer and its users must comply with the AUP and AI AUP.

18.2 Immediate Suspension

Legasus may immediately suspend or restrict access to the Services, without liability, where Legasus reasonably believes suspension is necessary to:

address an actual or suspected security incident;
prevent unauthorized access or harm to the Services or others;
stop illegal activity;
comply with law or binding governmental process;
address sanctions/export-control concerns;
prevent material abuse or fraud;
respond to a material AUP or AI AUP violation;
protect Customer Data; or
address an emergency that threatens platform integrity.

Where reasonably practicable, Legasus will limit the suspension to the affected user, feature, integration, or environment and will restore access after the underlying issue is resolved.

18.3 Other Material Breach

For a material breach capable of cure that does not require immediate suspension, either party may provide written notice and a thirty (30) day opportunity to cure. If the breach is not cured within that period, the nonbreaching party may terminate the affected Order Form or this Agreement as appropriate.

19. Term and Termination

19.1 Term

This Agreement begins when Customer first accepts it and continues while Customer has an active account, Order Form, or other continuing obligations under the Terms.

19.2 Termination for Cause

Either party may terminate an affected Order Form or this Agreement for the other party's uncured material breach as described above. Legasus may terminate or suspend immediately where a breach is incurable, unlawful, fraudulent, intentionally harmful, or creates material security or legal risk.

19.3 Effect of Cancellation or Termination

Upon expiration or termination:

Customer's right to use the affected Services ends except for any post-termination access Legasus expressly provides;
unpaid fees and other accrued obligations become due;
provisions intended by their nature to survive will survive; and
Customer Data will be handled under Section 20 and applicable DPA/BAA obligations.

Termination does not entitle Customer to a refund except where required by law or expressly stated in an Order Form.

20. Data Export, Retention, and Deletion

20.1 Retrieval Period

Unless an Order Form, DPA, BAA, or applicable law provides otherwise, Legasus will generally make Customer Data in active systems available for retrieval for up to sixty (60) days following expiration or termination, subject to account status, security restrictions, technical feasibility, and Customer's payment of undisputed amounts due.

Legasus may provide export tools or a commercially reasonable export format. Customer is responsible for completing exports during the retrieval period.

20.2 Deletion

After the retrieval period, Legasus may begin deleting Customer Data from active systems. Customer Data may remain for a limited period in encrypted backups, logs, security records, disaster-recovery systems, or archives until normal retention or rotation cycles expire.

Legasus may retain information where reasonably necessary to:

comply with law or legal process;
maintain security and fraud-prevention records;
resolve disputes or enforce agreements;
satisfy audit requirements;
preserve data subject to legal hold; or
comply with a BAA or other applicable obligation.

Any retained Customer Data remains subject to applicable confidentiality and security obligations.

20.3 Deidentified Data

Properly deidentified or aggregated data permitted under the Terms need not be deleted solely because the underlying Customer Data is deleted, provided it cannot reasonably be used to identify Customer, an individual, a client, or a matter.

21. Warranties and Disclaimers

21.1 Limited Authority Warranty

Each party represents that it has authority to enter into the Terms.

21.2 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS COMMITMENTS IN THE TERMS, THE SERVICES, AI-ENABLED FEATURES, BETA FEATURES, AI OUTPUT, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LEGASUS DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, RELIABILITY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LEGASUS DOES NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
ALL DEFECTS WILL BE CORRECTED;
AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, OR SUITABLE FOR ANY PARTICULAR MATTER;
CITATIONS, QUOTATIONS, CALCULATIONS, DEADLINES, OR LEGAL AUTHORITIES WILL BE CORRECT;
THE SERVICES WILL PRODUCE A PARTICULAR LEGAL, BUSINESS, FINANCIAL, MEDICAL, SETTLEMENT, LITIGATION, INTAKE, OR OTHER RESULT;
THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; OR
THE SERVICES WILL SATISFY CUSTOMER'S PROFESSIONAL, REGULATORY, OR ETHICAL OBLIGATIONS WITHOUT CUSTOMER'S OWN REVIEW AND CONFIGURATION.

21.3 No Healthcare or Medical Services

Legasus does not provide healthcare, diagnosis, treatment, medical advice, medical necessity determinations, utilization review, insurance advice, or clinical decision-making. Any medical information processed through the Services is handled as data in support of Customer's lawful use of the platform, not as a healthcare service provided by Legasus.

22. Indemnification by Customer

To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless Legasus, its affiliates, and their respective officers, directors, employees, contractors, and agents from third-party claims, demands, actions, proceedings, damages, judgments, penalties, fines, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:

Customer Data or Customer Content, including allegations that Customer lacked rights, consent, authority, or lawful basis to provide or process it;
Customer's or its users' violation of the Terms, applicable law, court order, or professional obligation;
Customer's deployment or use of AI-Enabled Features or AI Output with clients, prospective clients, end users, or third parties;
Customer's failure to provide legally required AI, privacy, recording, automated-decision, or other disclosures;
recordings or communications made without legally required notice or consent;
representations, warranties, commitments, legal advice, medical advice, financial advice, or other statements made by Customer to its clients or third parties;
Customer's use of Third-Party Services or integrations in violation of applicable terms;
Customer's modification, combination, or use of the Services outside the Documentation or Terms;
Customer's infringement or misappropriation of third-party rights; or
acts or omissions of Authorized Users, Administrators, or Client Users for which Customer is responsible.

Legasus will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer's expense. Customer may control the defense with counsel reasonably acceptable to Legasus, but Customer may not settle a claim in a way that admits fault by Legasus, imposes obligations on Legasus, or restricts Legasus's business without Legasus's written consent.

Nothing in this Section requires indemnification to the extent a claim is caused by Legasus's own conduct for which indemnification is prohibited by applicable law.

23. Limitation of Liability

23.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR RELATING TO THE TERMS FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

23.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEGASUS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE TERMS, THE SERVICES, OR ANY ORDER FORM WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO LEGASUS FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If Customer received the affected Services without charge, Legasus's aggregate liability relating to those Services will not exceed one hundred U.S. dollars (US $100), except to the extent a different minimum liability is required by law.

23.3 Customer Obligations Not Limited

The limitations in this Section do not limit Customer's payment obligations, Customer's obligations under Section 22, or Customer's liability for unauthorized use or misappropriation of Legasus intellectual property, except to the extent a limitation is required by law.

23.4 Essential Basis

The parties acknowledge that the fees reflect the allocation of risk in the Terms and that the limitations in this Section are an essential basis of the bargain.

24. Insurance

Legasus may maintain insurance appropriate to its business as determined by Legasus from time to time. Any specific insurance commitment, policy type, or coverage limit applicable to an enterprise Customer must be expressly stated in an Order Form or negotiated addendum.

25. Export Controls, Sanctions, and Compliance

Customer will not use, export, re-export, transfer, or permit access to the Services in violation of applicable export-control, sanctions, or trade laws. Customer represents that neither Customer nor any user for whom Customer is responsible is prohibited from receiving the Services under applicable sanctions or export restrictions.

26. Publicity

Legasus will not publicly identify Customer as a customer or use Customer's name or logo in marketing without Customer's permission, unless an Order Form expressly provides otherwise. This Section does not prevent Legasus from making legally required disclosures or from using deidentified aggregate customer statistics.

27. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, epidemic/pandemic events, government action, utility or internet failures, cloud-provider failures, telecommunications failures, widespread cyberattacks, or third-party service outages, except that this Section does not excuse Customer's obligation to pay fees already due.

28. Notices

28.1 Notices to Legasus

Formal legal notices under this Agreement must be sent by email to legal@legasus.ai, unless an Order Form provides an additional notice method.

Privacy notices may be sent to privacy@legasus.ai. Security reports may be sent to security@legasus.ai.

28.2 Notices to Customer

Legasus may provide notices to Customer through the Services, to an Administrator, to the business or billing email associated with Customer's account, or through another contact method stated in an Order Form. Customer is responsible for keeping contact information current.

29. Governing Law; Venue; Dispute Resolution

29.1 Governing Law

The Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules, except to the extent federal law controls or an applicable Order Form expressly provides otherwise.

29.2 Good-Faith Resolution

Before initiating formal litigation, the parties will use reasonable good-faith efforts to resolve a dispute through business or legal representatives, except where immediate injunctive or protective relief is reasonably necessary.

29.3 Alternative Dispute Resolution

The parties may mutually agree in writing to resolve a dispute through confidential arbitration, mediation, or another alternative dispute-resolution process. Unless the parties separately agree to such a process, neither party is required by this Section to submit a dispute to arbitration.

29.4 Venue

Unless an applicable enterprise agreement or Order Form expressly states otherwise, the state and federal courts located in Cook County, Illinois will have exclusive jurisdiction over disputes that are not resolved through mutually agreed alternative dispute resolution, and each party consents to personal jurisdiction and venue in those courts.

30. General

30.1 Assignment

Customer may not assign or transfer the Terms, an Order Form, or Customer's account without Legasus's prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets relating to Customer's business, provided the assignee is not a competitor of Legasus and agrees in writing to assume Customer's obligations. Legasus may assign the Terms in connection with a merger, reorganization, financing, sale of assets, change of control, or to an affiliate.

30.2 Subcontractors

Legasus may use affiliates, contractors, subprocessors, and service providers to perform obligations under the Terms, subject to applicable DPA, BAA, and Security Addendum obligations.

30.3 No Partnership

The parties are independent contractors. The Terms do not create a partnership, joint venture, franchise, employment, fiduciary, agency, attorney-client, or other special relationship.

30.4 No Third-Party Beneficiaries

Except as expressly stated in the Terms, there are no third-party beneficiaries.

30.5 Waiver

A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

30.6 Severability

If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

30.7 Entire Agreement

The Terms constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous proposals, discussions, representations, or agreements regarding the same subject matter, except for a written agreement expressly intended to supersede this MSA.

30.8 Purchase Orders

Customer purchase orders are for administrative convenience only. Additional or conflicting terms in a purchase order, vendor portal, procurement form, click-through, or similar Customer document do not modify the Terms unless Legasus expressly agrees in a writing signed by an authorized representative.

30.9 Electronic Acceptance and Signatures

Electronic acceptance, electronic signatures, and electronic records may be used to enter into the Terms and Order Forms to the extent permitted by law. Customer agrees that electronic acceptance has the same effect as a handwritten signature.

30.10 Headings

Headings are for convenience only and do not affect interpretation.

30.11 Survival

Sections concerning payment, ownership, confidentiality, data handling after termination, AI restrictions, warranties/disclaimers, indemnification, limitation of liability, dispute resolution, and provisions that by their nature should survive will survive expiration or termination.

31. Contact

Legal: legal@legasus.ai
Privacy: privacy@legasus.ai
Security: security@legasus.ai
Support: support@legasus.ai