Terms of Service

Effective Date: September 26, 2026

This Agreement is between you (“you” or “your”) and Berkman LLC, a Wyoming limited liability company (“Berkman,” “we,” “us,” or “our”). It governs access to and use of the Lextree compliance management platform (“Platform”), including related documentation, APIs, and support services, and separately governs the Website and Resources as described in Section 21. “Customer” means the person or organization that enters into this Agreement to use the Platform.

By clicking “I Agree,” creating an Account or Subscription, or using the Platform, you confirm that you have read and agree to this Agreement. Acceptance and the applicable provisions for Website and Resource use are described in Section 21.1. If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization.

The Acceptable Use Policy is part of this Agreement for Platform use. The Privacy Policy explains how Berkman handles personal information through the Platform, Website, and Resources. It is a privacy notice, rather than an additional contractual warranty; Berkman’s contractual data protection obligations are set out in this Agreement and the applicable DPA.

1. Definitions

“Account” means an individual person’s login identity for the Platform, including that person’s sign-in credentials, profile, and preferences. One Account may be authorized to access more than one Subscription, with separate permissions for each Subscription. An Account may continue to exist without an active Subscription.

“Authorized User” means any individual Customer authorizes to access Customer’s Subscription through that individual’s Account, including employees, contractors, and agents.

“Customer Data” means all data and materials that Customer or its Authorized Users upload, enter, or store in the Platform — including entity records, compliance documents, contact information, and file attachments.

“Documentation” means the user guides, help articles, and technical materials Berkman makes available describing the Platform’s features and functionality, as updated from time to time.

“Order Form” means an ordering document (including an accepted quote), online Subscription page, or purchase flow agreed by Berkman and Customer that specifies the Subscription Plan, fees, term, and other commercial terms for Customer’s use of the Platform. An Order Form may be accepted electronically, including by email or through the Platform’s purchase flow. Customer’s acceptance of a Berkman-issued quote by email, within its stated validity period and without changes, constitutes agreement to that Order Form and this Agreement and a commitment to pay the quoted fees according to the applicable payment terms under Section 6.2.

“Platform” means the Lextree cloud-based compliance management platform, including all software, applications, features, updates, and improvements Berkman makes available as part of the service.

“Resources” means articles, guides, checklists, templates, spreadsheets, datasets, calculators, and other free informational materials or tools Berkman makes available through the Website, including downloadable copies and tool outputs. Resources do not include the Platform, Documentation, or APIs and support services provided as part of the Platform.

“Subscription” means Customer’s organizational workspace in the Platform and the associated service arrangement, including its Subscription Plan, seats, Authorized User permissions, configuration, Customer Data, and billing settings. A Subscription may be paid or provided on a trial or other unpaid basis. Each Subscription is separate from the individual Accounts used to access it.

“Subscription Plan” means the tier of Platform access Customer purchases (e.g., Pro, Business, or Enterprise), as specified in the applicable Order Form, each with different features, capacities, and pricing.

“Subscriber” means Customer in its capacity as the holder of a Subscription, responsible for payment and compliance with this Agreement.

“Website” means Berkman’s public Lextree marketing and resource website at lextree.ai. The Website does not include the Platform, including free trials or other unpaid Platform access.

2. Account and Subscription Registration and Security

2.1 Registration Information

Customer must provide accurate, current, and complete Subscription information and keep it updated. Customer must ensure that its Authorized Users provide and maintain accurate, current, and complete Account information. Berkman may suspend access for materially inaccurate information under Section 10.3; termination of the Agreement follows Section 8.3.

2.2 Account Security

Customer must ensure that its Authorized Users keep their Account credentials confidential. Customer is responsible for activity under Customer’s Subscriptions and must notify Berkman immediately at team@lextree.ai if Customer becomes aware of unauthorized access affecting those Subscriptions or the Accounts used to access them.

2.3 Authorized User Management

Customer must manage Authorized User access to its Subscriptions, including promptly revoking access for individuals no longer authorized. Customer is liable for all actions its Authorized Users take under Customer’s Subscriptions. Administrator permissions apply to the relevant Subscription; they do not by themselves give Customer control over an Authorized User’s Account or access to another Customer’s Subscriptions.

Suspension, cancellation, or termination of a Subscription does not by itself delete any Account or remove an individual’s authorized access to other Subscriptions.

2.4 Administrative Access by Berkman

Berkman support personnel may access Customer’s Subscriptions as needed to operate, secure, or troubleshoot the Platform, or to respond to Customer’s support requests. Berkman records administrative access through its security and activity logging controls.

3. License Grant and Restrictions

3.1 License Grant

Berkman grants Customer a limited license to access and use the Platform during the Subscription Term for Customer’s business records and compliance management, including client work permitted under Section 3.3(d). This license is non-exclusive, non-transferable, and non-sublicensable, and is subject to this Agreement’s suspension and termination provisions. Customer must comply with this Agreement, the applicable Subscription Plan, and the Documentation, and must pay all applicable fees.

3.2 Subscription Plan Scope

The Subscription Plan in the applicable Order Form determines which features, modules, capacities, and support levels Customer receives. Berkman may modify Plan features with reasonable advance notice. Customer-requested plan and seat changes are governed by Section 6.7.

3.3 Restrictions

Customer must not, and must not permit any Authorized User or third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Platform or any part of it;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Platform;

(c) rent, lease, sell, sublicense, assign, or otherwise transfer rights to the Platform;

(d) resell Platform access or operate a timesharing or service bureau offering, except that Customer may use the Platform to manage records and compliance work for its clients if Customer has authority to process that data and provides access only to Authorized Users under the applicable Subscription;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;

(f) use any automated means, including bots, scrapers, or crawlers, to access or interact with the Platform except through APIs made available by Berkman;

(g) interfere with, disrupt, or place an unreasonable load on the Platform or its infrastructure; or

(h) access the Platform to build a competitive product or service, or to benchmark the Platform for competitive purposes without Berkman’s prior written consent.

These restrictions do not limit rights granted by applicable open-source licenses or mandatory law.

3.4 API Access

If Berkman makes application programming interfaces (“APIs”) available, use of those APIs is governed by the API Terms (Exhibit C) at lextree.ai/legal/api-terms. If the API Terms conflict with this Agreement, the API Terms control for API usage.

4. Customer Data

4.1 Ownership

Customer retains all rights in Customer Data. This Agreement does not transfer ownership of Customer Data to Berkman.

4.2 License to Berkman

Customer grants Berkman a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data as needed to provide, maintain, secure, and support the Platform. This license is subject to this Agreement and the applicable DPA. Product improvement using data derived from Customer’s use of the Platform is governed by Section 4.7; model training is addressed in Section 19.3.

4.3 Customer Responsibilities

Customer is responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Data. Customer must ensure that its collection and use of Customer Data does not violate any applicable law or third-party right.

4.4 Prohibited Data

Customer must not store, transmit, or enter into the Platform any of the following data:

(a) Social Security numbers, personal tax identifiers, passport numbers, or other government-issued identifiers of individuals; this restriction does not prohibit company registration numbers, business tax identifiers, or business license numbers that do not function as personal identifiers;

(b) protected health information as defined by the Health Insurance Portability and Accountability Act (HIPAA);

(c) payment card numbers, financial account numbers, or data subject to the Payment Card Industry Data Security Standard (PCI DSS);

(d) biometric identifiers;

(e) data classified as “special categories” under Article 9 of the General Data Protection Regulation (GDPR), including data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, health data, or data concerning sex life or sexual orientation; or

(f) personal data relating to criminal convictions and offenses or related security measures within Article 10 of the GDPR.

Customer must promptly remove any such data if inadvertently stored in the Platform. Storage of Prohibited Data constitutes a material breach of this Agreement.

The Platform is designed to store business contact information, organizational records, compliance documentation, and related professional data. Names, titles, business contact details, and professional roles of individuals are permitted and expected.

4.5 Data Portability and Export

Customer may export Customer Data at any time during the Subscription Term using the Platform’s export tools. If access is suspended or otherwise inactive while this Agreement remains in effect, Customer may request an export by emailing team@lextree.ai. Berkman will make Customer Data available in a standard machine-readable format, subject to verification of the requester’s authority. Providing an export does not reactivate access or waive payment obligations.

After this Agreement terminates or expires, Berkman will keep Customer Data available for export for thirty (30) calendar days from the effective termination or expiration date. Customer may request an export during that period by emailing team@lextree.ai if the Platform’s export tools are unavailable. Berkman will not delete Customer Data covered by a timely export request before making the requested export available. After the export period, Berkman may delete Customer Data as described in Section 4.6.

4.6 Data Retention and Deletion

Berkman will retain Customer Data while this Agreement remains in effect, including while a Subscription is suspended, deactivated, marked as “lapsed,” or otherwise inactive, subject to Customer’s deletion instructions (including requests under Section 4.8), the DPA where applicable, and applicable law. An inactive status alone does not terminate this Agreement, prevent renewal under Section 7.2, or start the post-termination export period. If the Subscription expires through non-renewal under Section 7.2, that export period starts when the current term ends, regardless of the Subscription’s displayed status. For non-payment termination, the effective termination date is determined under Section 8.3.

The timing of Customer-requested deletion is governed by Section 4.8. Otherwise, following the data export period described in Section 4.5, Berkman will delete Customer Data from its production systems within a commercially reasonable time, retaining only an opaque record identifier and the deletion timestamp so that the deletion can be re-applied to any restored backup. Copies of Customer Data may persist in operational backups for up to ninety (90) days and in archival backups for up to twelve (12) months, after which they are purged through normal rotation. Backups are used only to restore service. If a backup is restored, Berkman re-applies every Account, Subscription, and Customer Data deletion that occurred after the backup was taken before the restored data is used.

4.7 Aggregated and Anonymized Data

Berkman may use aggregated or anonymized data derived from Customer’s use of the Platform for analytics, benchmarking, product improvement, and marketing only where Customer and individuals cannot reasonably be identified from that data. Pseudonymized personal data remains subject to the applicable data protection obligations. Berkman will not attempt to re-identify anonymized data. This Section does not authorize model training prohibited by Section 19.3.

4.8 Customer-Requested Deletion

Customer’s administrator may request deletion of the Subscription that administrator manages and its Customer Data. An individual may request deletion of that individual’s Account. Requests may be submitted through the Platform’s deletion controls or by emailing team@lextree.ai, subject to verification of identity and authority. Provider-managed Subscriptions require coordination with the provider through support. An administrator requesting deletion of an Account must first transfer responsibility for any active Subscription to another administrator or complete cancellation of that Subscription.

(a) Subscription deletion. For an active paid Subscription that automatically renews, Customer must separately cancel renewal under Section 8.1 before requesting deletion. A thirty (30) calendar day waiting period begins on the later of the verified deletion request or the end of any remaining paid Subscription period. If cancellation is scheduled for the end of a paid period, access continues until that date, subject to this Agreement’s suspension and termination provisions; otherwise, the deletion request deactivates access to the affected Subscription immediately. Customer may withdraw the deletion request by emailing team@lextree.ai before the waiting period ends. Deleting a Subscription does not itself delete its Authorized Users’ Accounts or remove their authorized access to other Subscriptions.

(b) Account deletion. A verified request immediately removes the individual’s access to all Subscriptions associated with the Account and starts a thirty (30) calendar day waiting period. The individual may withdraw the request during that period through the Platform’s Account settings or by emailing team@lextree.ai. Deleting an Account does not itself cancel or delete any Subscription, delete other users’ Accounts, or delete records and materials the individual contributed to Customer Data.

(c) Processing and retained data. Unless the request is withdrawn, Berkman will delete the affected Subscription’s Customer Data or delete or anonymize the individual’s Account information, as applicable, from production systems within a commercially reasonable time after the waiting period ends. Customer should export needed data before requesting deletion. Any export period under Section 4.5 runs concurrently with the waiting period; processing the request does not start a new export period. The protection for timely export requests in Section 4.5 continues to apply. Backup retention and deletion remain subject to Section 4.6. Berkman may retain limited billing, security, and deletion records as required by law or as described in the Privacy Policy, subject to the DPA where applicable. Once deletion is completed, the deleted data cannot be restored for Customer.

(d) Billing and privacy rights. A deletion request does not itself cancel a Subscription, waive payment obligations, or create a right to a refund, except as provided in Section 4.9 or required by law. Withdrawing a deletion request does not itself renew a canceled Subscription or restore expired access. This Section does not limit rights or extend deadlines under applicable data protection law or the DPA. Customer may send a deletion instruction under the DPA to team@lextree.ai; Berkman will carry it out without undue delay, and the waiting periods above will not apply to the extent they conflict with that instruction or applicable law. Personal information requests may be submitted to privacy@lextree.ai as described in the Privacy Policy.

4.9 Switching Under the EU Data Act

This Section applies only where Chapter VI of Regulation (EU) 2023/2854 (the EU Data Act) governs Customer’s use of the Platform. It takes precedence over conflicting cancellation, export, deletion, and payment provisions to the extent necessary to give effect to that law.

(a) Request and timing. Customer may request a switch to another provider or its own infrastructure, or erasure without switching, by emailing team@lextree.ai with thirty (30) calendar days’ notice. The request must identify the affected Subscription, destination where applicable, and an authorized contact. The parties may agree an earlier start. Berkman will provide reasonable assistance and complete the switching transition without undue delay and within thirty (30) calendar days after the notice period ends, unless the following extension applies. If completion within that transition period is technically unfeasible, Berkman will notify Customer within fourteen (14) working days of the request, explain the reasons, and specify an alternative transition period no longer than seven (7) months. Customer may extend the transition once for a period appropriate to its needs.

(b) Cooperation and continuity. The parties will cooperate in good faith with the destination provider where applicable. Berkman will maintain the contracted service, business continuity, and security during the transition, provide relevant information and assistance, and explain known continuity risks and technical restrictions. Customer remains responsible for configuring and operating its destination environment. Berkman does not promise to reproduce the Platform’s functionality in another service or develop new technology for the switch.

(c) Export register. The following table identifies the categories, structures, and formats of exportable data and digital assets, and the available methods. It includes Customer-provided input and output data and metadata generated or co-generated by Customer’s use, to the extent retained by Berkman. Customer can use the existing export tools and documented read-only API or request assistance for categories not available through those tools. Berkman will provide exportable data in a structured, commonly used, machine-readable format and the information reasonably needed to interpret it.

Berkman’s and its licensors’ software, model weights, internal security mechanisms, and other provider-internal data protected by intellectual property or trade secrets are excluded; those exclusions will not impede or delay the required switch. Exports do not include other customers’ data, authentication secrets, or data already deleted under the applicable retention policy. The API is read-only, covers its documented endpoints, and is subject to documented rate limits; an assisted export addresses data beyond those endpoints. The API Documentation, including the interactive reference served with the API, describes its current structure and methods.

(d) Completion, retrieval, and erasure. The affected Subscription ends when the switch is successfully completed, and Berkman will notify Customer of that completion. If Customer chooses erasure without switching, it ends when the notice period expires or on a later date Customer requests. Exportable data and digital assets remain retrievable for at least thirty (30) calendar days after the transition ends, unless Customer requests earlier erasure. Berkman will then erase them as required by the Data Act, except for a later retrieval period agreed with Customer or retention required by law. Ordinary backup retention periods do not extend a mandatory erasure deadline.

(e) Charges. Berkman does not charge for switching assistance or data egress required by this Section. Ordinary service fees remain payable until the affected Subscription ends. Any early-termination charge must be expressly specified in the Order Form, proportionate, and permitted by applicable law; this Section does not create such a charge.

5. Data Protection

5.1 Security Measures

Berkman maintains administrative, technical, and physical security measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. These include encryption in transit and at rest, role-based access controls, and audit logging.

5.2 Data Breach Notification

Berkman will notify Customer without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data processed by Berkman or its Sub-Processors. The notice will include available information, with further details provided as the investigation progresses, without undue further delay.

The notice will describe, to the extent known: the nature of the breach; the categories and approximate numbers of affected individuals and records, where applicable; the likely consequences; the measures taken or proposed to address the breach and mitigate its effects; and a contact for further information. Berkman will provide additional information as it becomes available without undue further delay and will reasonably assist Customer with its applicable breach-notification obligations, taking into account the nature of the processing and the information available to Berkman.

5.3 Sub-Processors

Berkman may engage third-party sub-processors to help provide the Platform. A list of current sub-processors is maintained at lextree.ai/legal/sub-processors. Berkman will notify affected Customers by email to their notice contacts under Section 20.7 at least thirty (30) days before a new sub-processor begins processing personal data on their behalf.

If Customer objects on reasonable data protection grounds, the parties will work in good faith to resolve the objection. If they cannot resolve it, Customer may terminate the affected services without penalty and receive a pro-rata refund of prepaid fees for the unused period of those services. Fees for services already provided remain payable.

5.4 Data Processing Agreement

If Berkman processes personal data on Customer’s behalf under the EU General Data Protection Regulation (“GDPR”), the UK GDPR, or other applicable data protection law, the Data Processing Agreement (“DPA”) in Exhibit A applies. The DPA is part of this Agreement. If the DPA and this Agreement conflict on personal data processing, the DPA controls.

5.5 Data Location

Customer’s selected hosting region determines the location of the Platform’s primary database, file storage, and retained backup copies: the United States (us.lextree.ai) or the European Union (eu.lextree.ai). It does not require all service-related processing to occur exclusively in that region. Berkman personnel operate and support the Platform from the United States. Authentication, support, error monitoring, and other activities described in the Sub-Processor list and Privacy Policy may involve processing outside the selected region, including temporary processing during backup operations. The DPA governs processing on Customer’s behalf and the applicable transfer safeguards. Regional processing for semantic search is described in Section 19.3. Berkman will give at least sixty (60) days’ advance notice before changing the primary data storage location of an existing Subscription.

6. Fees, Payment, and Taxes

6.1 Subscription Fees

Customer may purchase a Subscription through self-service checkout in the Platform or by accepting a quote for payment by invoice. Customer will pay the fees shown at checkout or in the accepted quote, as applicable. The completed checkout purchase or accepted quote constitutes the Order Form under this Agreement. Unless stated otherwise, all fees are in U.S. Dollars.

6.2 Payment Terms

Unless the applicable Order Form states otherwise, the following payment terms apply:

(a) Self-service. Customer selects monthly or yearly billing and completes checkout in the Platform. The paid Subscription starts when checkout is completed, even if time remains in Customer’s trial. Fees are due at checkout for the initial billing period and at the start of each renewal billing period. Customer authorizes Berkman to charge the payment method on file for those fees.

(b) Payment by invoice. Customer accepts a quote for a yearly Subscription in writing, including by email. Berkman confirms the acceptance and sends the initial invoice to Customer’s designated billing contact. The paid Subscription starts when that invoice is sent; activation does not depend on prior payment. Invoices are payable within thirty (30) calendar days after the invoice date (“net 30”).

The accepted quote states whether the Subscription renews automatically or is non-renewing. An automatically renewing Subscription does not require a new quote for renewal. A non-renewing Subscription requires an accepted renewal quote to continue service under Section 7.2. In either case, Berkman sends the renewal invoice at the start of the applicable Renewal Term, even if a renewal quote was accepted earlier, and the invoice is payable on the same net 30 terms.

Available payment methods are those offered at checkout or stated on the invoice. An invoice must be consistent with the applicable Order Form and does not by itself change the agreed fees or payment terms.

6.3 Late Payment

Overdue amounts accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by law. Customer is also responsible for reasonable collection costs, including attorneys’ fees.

6.4 Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from this Agreement, excluding taxes on Berkman’s net income. If Berkman must collect or remit taxes on Customer’s behalf, those taxes will be added to Customer’s invoice unless Customer provides a valid tax exemption certificate.

6.5 Fee Changes

Subject to any pricing commitments in the applicable Order Form, Berkman may change fees with at least thirty (30) days’ advance written notice. Changes take effect at the start of the next Renewal Term. If Customer does not agree, Customer may terminate before the Renewal Term begins. Fee adjustments resulting from Customer-requested plan or seat changes instead follow Section 6.7.

6.6 Suspension for Non-Payment

If a self-service payment fails or an invoice remains unpaid after its due date, Berkman may suspend access to Customer’s affected Subscription at any time. Suspension means temporary deactivation of access; it does not itself terminate this Agreement or delete Authorized Users’ Accounts. Suspension does not relieve Customer’s payment obligations. Berkman will restore access promptly once all outstanding amounts are paid.

Data retention and export during suspension are governed by Sections 4.5 and 4.6. Continued non-payment may lead to termination under Section 8.3. Suspension and the cure period for non-payment may run concurrently; neither requires Berkman to keep Platform access active.

6.7 Customer-Requested Plan and Seat Changes

Unless the applicable Order Form states otherwise, upgrades and seat additions take effect immediately when the change is processed. The increase in fees is prorated for the remainder of the current Initial Term or Renewal Term and is payable under Section 6.2. Downgrades and seat reductions take effect at the start of the next Renewal Term, with fees adjusted from that date; fees for the current term remain payable. Customer may request changes through the Subscription’s settings where available or by contacting team@lextree.ai. For a non-renewing Subscription, any renewal requires a new Order Form under Section 7.2; a change request does not itself renew the Subscription.

7. Term and Renewal

7.1 Subscription Term

The initial term of a Subscription begins on the date in the Order Form and lasts for the duration specified there (“Initial Term”).

7.2 Renewal and Non-Renewing Subscriptions

Unless the applicable Order Form expressly provides otherwise, and except as otherwise provided in this Agreement or required by applicable law, the Subscription automatically renews for successive periods equal to the Initial Term unless:

(a) Customer gives notice of cancellation under Section 8.1 at least ten (10) calendar days before the current term ends; or

(b) Berkman gives Customer written notice of non-renewal at least thirty (30) calendar days before the current term ends.

If the applicable Order Form states that the Subscription does not automatically renew, the Subscription expires at the end of the stated term without either party having to give notice of cancellation or non-renewal. Continuing service beyond that term requires a new Order Form, including an accepted renewal quote, agreed by both parties before expiration. Providing a renewal quote does not itself renew the Subscription. Customer may enter into a new Order Form after expiration, subject to the data retention and deletion provisions of Sections 4.5 and 4.6.

Each renewal period, whether automatic or separately agreed in an Order Form, is a “Renewal Term.” The Initial Term and all Renewal Terms together form the “Subscription Term.”

7.3 Auto-Renewal Disclosures

THIS SECTION APPLIES ONLY TO AUTOMATICALLY RENEWING SUBSCRIPTIONS AND IS SUBJECT TO ANY DIFFERENT TERMS IN THE APPLICABLE ORDER FORM. CUSTOMER’S SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR A PERIOD EQUAL TO THE INITIAL TERM. TO PREVENT RENEWAL, CUSTOMER MUST CANCEL THROUGH THE SUBSCRIPTION’S BILLING SETTINGS OR BY EMAILING team@lextree.ai AT LEAST TEN (10) CALENDAR DAYS BEFORE THE CURRENT TERM ENDS. TIMELY CANCELLATION TAKES EFFECT AT THE END OF THAT TERM. IF CUSTOMER CANCELS AFTER THIS DEADLINE, THE SUBSCRIPTION RENEWS FOR ONE ADDITIONAL RENEWAL TERM AND CANCELLATION TAKES EFFECT AT THE END OF THAT RENEWAL TERM, SUBJECT TO THE OTHER TERMINATION RIGHTS DESCRIBED IN SECTION 8.1 AND APPLICABLE LAW.

8. Cancellation and Termination

8.1 Cancellation by Customer

Unless the applicable Order Form expressly provides otherwise, the following cancellation procedure applies to automatically renewing Subscriptions. A Subscription designated as non-renewing in its Order Form expires under Section 7.2 without a cancellation notice.

Customer may give notice of cancellation by (a) using the cancellation feature in the Subscription’s billing settings, or (b) emailing team@lextree.ai. To prevent renewal, Customer must give that notice at least ten (10) calendar days before the current term ends. Cancellation then takes effect at the end of that term. A cancellation notice given after the deadline takes effect at the end of the next Renewal Term, and the Subscription renews for that additional term.

For cancellation under this Section, notice is given when submitted through the Subscription’s billing settings or received at the email address above; separate confirmation from Berkman is not required. The deadline is measured against the end of the Initial Term or current Renewal Term, not an installment billing date. Customer remains responsible for fees through the effective cancellation date and keeps access until that date, subject to the payment and other provisions of this Agreement.

This Section governs cancellation to prevent automatic renewal. It does not limit Customer’s separate rights under Sections 4.9 (EU Data Act Switching), 5.3 (Sub-Processors), 6.5 (Fee Changes), 8.5 (Termination by Customer for Cause), or 9.3 (Right to Terminate on Material Change), or rights that cannot be waived under applicable law.

8.2 No Refund for Early Cancellation

If Customer cancels before the end of a billing period, Customer is not entitled to a pro-rata refund of fees already paid for that period.

8.3 Termination by Berkman for Cause

Berkman may terminate this Agreement if Customer materially breaches any provision and fails to cure the breach within thirty (30) days of written notice.

For non-payment, Berkman may give written notice identifying the overdue amounts and specifying a termination date at least thirty (30) calendar days after the notice becomes effective under Section 20.7. The notice must also state the deadline for the post-termination export period under Section 4.5. If Customer has not paid the identified overdue amounts by the specified termination date, this Agreement terminates on that date without further notice. Berkman may give this notice when suspending access under Section 6.6 or at any time thereafter. Suspension or an inactive billing status alone does not start this cure period or terminate this Agreement.

Payment after the effective termination date does not by itself reinstate the Subscription. Data export and deletion after termination remain governed by Sections 4.5 and 4.6.

8.4 Termination by Berkman Without Cause

Berkman may terminate this Agreement without cause on ninety (90) days’ advance written notice. In that case, Berkman will refund a pro-rata portion of any prepaid fees for the remainder of the current term.

8.5 Termination by Customer for Cause

Customer may terminate this Agreement if Berkman materially breaches any provision and fails to cure the breach within thirty (30) days of written notice. In that case, Berkman will refund a pro-rata portion of any prepaid fees for the remainder of the current term.

8.6 Effect of Termination

Upon termination or expiration of this Agreement:

(a) Customer’s right to access the Platform under this Agreement ceases immediately (or at the end of the notice period, as applicable);

(b) Customer Data will be available for return or export under Sections 4.5 and 4.9 and the applicable DPA;

(c) each party will return or destroy the other party’s Confidential Information upon request; and

(d) Sections 1, 4.1, 4.5, 4.6, 4.7, 4.8, 4.9, 6 (for amounts accrued), 10, 12, 13, 14, 15, 16, 19 (AI Features), and 20 survive termination. The DPA continues to apply for as long as Personal Data is retained as stated in that DPA.

9. Modifications to Terms

9.1 Right to Modify

Berkman may modify this Agreement from time to time.

9.2 Notice of Material Changes

For material changes to this Agreement, Berkman will provide at least thirty (30) days’ advance notice by email to Customer’s notice address under Section 20.7. The notice will describe the nature of the changes and the effective date.

Changes apply prospectively. Subject to any different amendment process agreed with Customer, continued use after the notified effective date constitutes acceptance to the extent permitted by law; Berkman will obtain affirmative acceptance where required. Changes do not alter rights or claims arising before they take effect or override the amendment requirements of an agreement already binding on Customer.

9.3 Right to Terminate on Material Change

If Customer does not agree to a material change, Customer may terminate this Agreement by giving written notice before the change takes effect. Berkman will refund a pro-rata portion of any prepaid fees covering the period after termination.

9.4 Non-Material Changes

Non-material changes (such as corrections, clarifications, or formatting) may be made at any time by posting the updated Agreement to the Platform. Continued use of the Platform after such changes constitutes acceptance.

10. Acceptable Use

10.1 Acceptable Use Policy

Customer’s use of the Platform is subject to the Acceptable Use Policy (“AUP”), which is part of this Agreement.

10.2 Prohibited Uses

In addition to the AUP, Customer must not use the Platform to:

(a) violate any applicable law, regulation, or third-party right;

(b) store or transmit Prohibited Data as described in Section 4.4;

(c) interfere with or disrupt the Platform, its servers, or connected networks;

(d) attempt to gain unauthorized access to the Platform, other Accounts, or other Subscriptions; or

(e) use the Platform for purposes outside Customer’s business records and compliance management or the client work permitted under Section 3.3(d).

10.3 Enforcement

Berkman may investigate suspected violations and may suspend access if Berkman reasonably believes Customer has violated this Agreement or the AUP. Where practicable, Berkman will provide notice and an opportunity to cure before suspension, except where immediate action is necessary to prevent harm. Termination of this Agreement for a violation follows Section 8.3; immediate suspension does not itself terminate the Agreement.

11. Intellectual Property

11.1 Berkman IP

The Platform — including its software, technology, designs, interfaces, Documentation, and trademarks — is owned by Berkman or its licensors. Third-party software and open-source models remain subject to their respective ownership and license terms. This Agreement does not give Customer any ownership interest in the Platform. Berkman reserves all rights not expressly granted here.

11.2 Customer IP

Customer retains all rights in Customer Data and Customer’s trademarks, trade names, and logos.

11.3 Feedback

If Customer provides suggestions, ideas, enhancement requests, or other feedback about the Platform (“Feedback”), Customer grants Berkman a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, modify, and incorporate that Feedback into the Platform and Berkman’s other products and services. Berkman owes no obligation or compensation to Customer for using Feedback.

12. Confidentiality

12.1 Definition

“Confidential Information” means non-public information one party (“Disclosing Party”) discloses to the other (“Receiving Party”) that is marked as confidential — or that a reasonable person would consider confidential given its nature and context.

Berkman’s Confidential Information includes the Platform, its source code, architecture, and pricing. Customer’s Confidential Information includes Customer Data.

12.2 Obligations

The Receiving Party must:

(a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement;

(b) limit disclosure to employees, contractors, and agents who need to know and who are bound by confidentiality obligations at least as protective as this Section; and

(c) protect Confidential Information with at least the same care it uses for its own confidential information — and no less than reasonable care.

12.3 Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) the Receiving Party lawfully possessed before disclosure, without restriction;

(c) the Receiving Party independently develops without using the Disclosing Party’s Confidential Information; or

(d) a third party provides to the Receiving Party without restriction on disclosure.

12.4 Compelled Disclosure

If law or legal process compels the Receiving Party to disclose Confidential Information, the Receiving Party will give the Disclosing Party prompt advance notice (to the extent permitted by law) so the Disclosing Party may seek a protective order or other remedy.

12.5 Duration

Confidentiality obligations under this Section survive termination for three (3) years. Trade secrets remain protected as long as they qualify as trade secrets under applicable law. Personal data remains protected for as long as it is retained to the extent required by the DPA and applicable law.

13. Warranties and Disclaimers

13.1 Mutual Representations

Each party represents and warrants that:

(a) it has the legal authority to enter into this Agreement;

(b) it will comply with all applicable laws in performing under this Agreement; and

(c) this Agreement is a valid and binding obligation, enforceable according to its terms.

13.2 Platform Warranty

Berkman warrants that during the Subscription Term, the Platform will perform materially as described in the Documentation. This warranty does not apply to:

(a) issues caused by Customer’s misuse of the Platform or failure to follow the Documentation;

(b) issues caused by third-party products or services not provided by Berkman; or

(c) beta or pre-release features.

13.3 Warranty Remedy

If Berkman breaches the warranty in Section 13.2, Customer’s sole remedy is for Berkman to, at Berkman’s option:

(a) use commercially reasonable efforts to correct the nonconformity; or

(b) if Berkman cannot correct the nonconformity within thirty (30) days, terminate the affected Subscription and refund a pro-rata portion of prepaid fees for the remainder of the current term.

13.4 Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS WARRANTIES AND OBLIGATIONS IN THIS AGREEMENT, INCLUDING THE APPLICABLE DPA, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” BERKMAN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BERKMAN DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION, ABSOLUTE SECURITY, OR CORRECTION OF EVERY ERROR. THESE DISCLAIMERS DO NOT LIMIT BERKMAN’S EXPRESS SECURITY OR DATA PROTECTION OBLIGATIONS OR WARRANTIES THAT APPLICABLE LAW DOES NOT PERMIT TO BE EXCLUDED.

13.5 No Professional Advice or Guarantee of Compliance

The Platform, Documentation, and support services provide information and administrative assistance, not legal, tax, accounting, financial, regulatory, or other professional advice. Their use does not create an attorney-client or other professional advisory relationship with Berkman. This applies to all Platform functionality, whether or not it uses artificial intelligence.

Customer is responsible for determining the requirements that apply to its activities, verifying deadlines and results, and obtaining appropriate professional advice before acting. Use of the Platform does not ensure compliance or identify every applicable obligation. This Section does not limit Berkman’s express obligations under this Agreement, including the Platform Warranty in Section 13.2.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Direct Damages

EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BERKMAN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS ONE AGGREGATE LIMIT FOR THE AGREEMENT AND ITS EXHIBITS, INCLUDING CONFIDENTIALITY CLAIMS AND INDEMNIFICATION OBLIGATIONS AND RELATED DEFENSE COSTS; IT IS NOT A SEPARATE LIMIT FOR EACH CLAIM, FEATURE, OR EXHIBIT.

14.3 Exceptions to Limitations

The limitations in Sections 14.1 and 14.2 do not apply to:

(a) either party’s gross negligence, willful misconduct, or fraud;

(b) Customer’s obligation to pay fees under this Agreement; or

(c) liability that applicable law does not permit the parties to exclude or limit.

These limitations do not restrict Data Subjects’ rights, supervisory authorities’ powers, or liability under the applicable Standard Contractual Clauses or UK Addendum to the extent a limitation would contradict those provisions. Section 14.1 does not exclude amounts payable to third parties under an indemnity in Section 15, but those amounts and the related defense costs remain subject to Section 14.2 unless an exception above applies.

14.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

15. Indemnification

15.1 Indemnification by Berkman

Subject to Section 14, Berkman will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents against any third-party claim that Customer’s authorized use of the Platform infringes a third party’s intellectual property rights (“IP Claim”). Berkman will pay damages, costs, and reasonable attorneys’ fees finally awarded or agreed to in settlement.

If an IP Claim is made or appears likely, Berkman may at its option and expense:

(a) obtain the right for Customer to continue using the Platform;

(b) modify the Platform to make it non-infringing without materially reducing functionality; or

(c) if neither (a) nor (b) is commercially feasible, terminate Customer’s Subscription and refund prepaid fees for the remainder of the current term.

Berkman’s obligations under this Section do not apply to claims arising from:

(a) Customer Data;

(b) Customer’s modification of the Platform;

(c) Customer’s use of the Platform with products, services, or data not provided by Berkman; or

(d) Customer’s use of the Platform in violation of this Agreement.

15.2 Indemnification by Customer

Subject to Section 14, Customer will defend, indemnify, and hold harmless Berkman and its officers, directors, employees, and agents against a third-party claim to the extent caused by:

(a) Customer Data, including claims that it infringes a third party’s rights;

(b) Customer’s breach of this Agreement or the AUP;

(c) Customer’s violation of applicable law; or

(d) Customer’s acts or omissions in a dispute with its Authorized Users, clients, or other third parties concerning its use of the Platform.

Customer has no indemnification obligation to the extent the claim is caused by Berkman’s breach of this Agreement, negligence, or willful misconduct. The same allocation applies to claims involving Customer’s Applications or independently selected AI providers under the API Terms.

15.3 Indemnification Procedures

The indemnified party must:

(a) promptly notify the indemnifying party of any claim (late notice only relieves the indemnifying party to the extent it is actually prejudiced);

(b) give the indemnifying party sole control of the defense and settlement; and

(c) provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party must not settle any claim in a way that imposes obligations on, or admits fault for, the indemnified party without the indemnified party’s prior written consent.

16. Dispute Resolution

16.1 Informal Resolution

Before starting formal proceedings, both parties agree to try to resolve any dispute, claim, or controversy arising from this Agreement (“Dispute”) through good-faith negotiation for thirty (30) days after one party gives written notice of the Dispute.

16.2 Binding Arbitration

Except as provided in Section 16.3, a Dispute not resolved through informal negotiation will be resolved by final and binding arbitration under the American Arbitration Association (“AAA”) Commercial Arbitration Rules. A single arbitrator seated in Cheyenne, Wyoming will conduct the arbitration. Hearings may be conducted remotely unless the parties agree otherwise or the arbitrator determines an in-person hearing is necessary. The award is final, binding, and enforceable as a judgment in any court of competent jurisdiction.

16.3 Carve-Outs

Despite Section 16.2, either party may: (a) seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information; or (b) bring a qualifying claim in small claims court. This Section does not restrict rights to contact a supervisory authority, Data Subjects’ rights, or any court jurisdiction or remedy preserved by the applicable DPA, SCCs, UK Addendum, or mandatory law.

16.4 Class Action Waiver

ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

16.5 Fees and Costs

Each party bears its own arbitration costs, except that the arbitrator may award the prevailing party reasonable attorneys’ fees and arbitration costs.

17. Customer Reference

By using the Platform, Customer grants Berkman permission to identify Customer and use Customer’s name and logo in public customer lists and marketing materials, unless Customer expressly prohibits that use in writing by emailing team@lextree.ai. Customer may give this notice at any time. Upon receipt, Berkman will stop new uses and remove Customer’s name and logo from materials it controls within thirty (30) days.

18. Beta Services

18.1 Availability

Berkman may offer pre-release or beta features, modules, or services (“Beta Services”) at its discretion. Additional terms may apply and will be communicated at enrollment.

18.2 No Warranty

Beta Services are provided “AS IS” for evaluation only. They may contain bugs, be incomplete, or cause errors or data loss. The Platform Warranty in Section 13.2 does not apply to Beta Services.

18.3 Feedback

Customer grants Berkman a non-exclusive, royalty-free license to use feedback about Beta Services to improve the Platform and develop products and services.

18.4 Discontinuation

Berkman may discontinue any Beta Service at any time without notice or liability. When a beta program ends, Customer’s access terminates unless the feature becomes generally available.

19. Artificial Intelligence Features

19.1 Overview of AI Features

Artificial intelligence and machine learning features (“AI Features”) depend on the hosting region and the features made available for Customer’s Subscription. These Terms distinguish:

(a) Third-Party AI Services — AI providers independently selected and engaged by Customer, including through supported integrations using Customer-supplied API keys (“Customer AI Keys”) or Customer’s own applications and MCP clients; and

(b) Lextree AI Services — Semantic search provided by Berkman using an open-source model on DigitalOcean infrastructure to generate vector embeddings, as described in Section 19.3. Berkman does not own or develop the underlying model. These Terms do not promise that an AI Feature is available in every region or Subscription Plan.

19.2 Third-Party AI Services (Bring Your Own Key)

(a) Customer’s Relationship with AI Providers. When Customer connects Third-Party AI Services using Customer AI Keys, Customer contracts directly with that AI provider under the provider’s own terms. Berkman is not a party to that relationship and is not responsible for the provider’s terms, policies, pricing, data practices, or availability.

(b) Customer Data Sent to Providers. Where a customer-selected AI integration is available for the Subscription’s hosting region, it transmits the data needed for the requested feature to the selected provider. This may include entity names, document text, compliance records, and other structured information, as described in the Documentation. Berkman does not provide integrations with Customer-selected Third-Party AI Services for EU-hosted Subscriptions. Lextree’s regional semantic search and Customer’s independent exports and API clients are addressed in Section 19.3.

Customer must review the provider’s data handling and privacy practices. Customer must also ensure that this data transmission complies with applicable law and Customer’s own obligations to third parties.

(c) Costs and Billing. Customer is responsible for all charges and usage costs from third-party AI providers, including API usage the provider bills directly. Berkman has no liability for third-party AI charges, whether or not they arise from Customer’s use of the Platform.

(d) API Key Security. Customer must keep all Customer AI Keys secure. Berkman stores Customer AI Keys with encryption and access controls consistent with Section 5.1, but is not liable for unauthorized use resulting from Customer’s own security failures.

(e) No Endorsement. Berkman’s support for third-party AI providers in the Platform does not endorse or warrant any provider or its services.

Customer’s selection of an external provider does not excuse Berkman’s performance of its own security, data protection, or transmission obligations under this Agreement. The processing and retention of data by an independently engaged provider are governed by Customer’s arrangements with that provider.

19.3 Lextree AI Services

(a) Semantic search. Where enabled for Customer’s Subscription, Lextree uses an open-source model on DigitalOcean infrastructure to convert record and document text and search queries into vector embeddings that support semantic search. This functionality is available for both US-hosted and EU-hosted Subscriptions. Generating an embedding processes the supplied text with an existing model; it does not train or fine-tune the model. This processing is subject to this Agreement and the applicable DPA.

(b) Regional processing. Embedding generation and the semantic-search index are hosted on DigitalOcean infrastructure in Customer’s Subscription hosting region: the United States for US-hosted Subscriptions and the European Union for EU-hosted Subscriptions. For EU-hosted Subscriptions, model processing of record and document text and search queries takes place entirely within the European Union. Other service-related processing remains subject to Section 5.5 and the applicable DPA. These regional commitments concern Lextree’s semantic-search service; they do not prevent Customer from independently sending exported data or API results to an AI provider of Customer’s choice under Section 19.2 and the API Terms.

(c) No training on Customer Data. Berkman will not use Customer Data to train, fine-tune, or improve an AI or machine learning model, and will not authorize its Sub-Processors to do so. This applies to all hosting regions. Berkman may use aggregated, anonymized operational statistics, such as feature adoption rates and error frequencies, to improve the Platform as permitted by Section 4.7. Customer’s independent arrangements with Third-Party AI Services remain subject to Section 19.2.

19.4 No Guarantee of Accuracy

AI FEATURES ARE PROVIDED ON AN “AS IS” BASIS WITH RESPECT TO THE ACCURACY, COMPLETENESS, AND RELIABILITY OF THEIR OUTPUTS. BERKMAN DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. SEARCH RESULTS MAY OMIT RELEVANT RECORDS OR INCLUDE IRRELEVANT RESULTS, AND OUTPUTS FROM CUSTOMER-SELECTED AI PROVIDERS MAY INCLUDE ERRORS OR FABRICATED INFORMATION.

The Platform Warranty in Section 13.2 covers the operational availability of AI Features (e.g., that a feature accepts input and returns output as documented) but does not cover the accuracy or fitness of AI-generated outputs.

19.5 Human Review Required

All AI-generated outputs — whether from Third-Party AI Services or Lextree AI Services — are assistive tools only. Customer must have qualified personnel review, validate, and approve AI outputs before relying on them for any purpose. This includes compliance decisions, regulatory filings, legal analysis, and business actions. Customer is responsible for all decisions and actions based on AI outputs.

AI Features are not legal, tax, regulatory, financial, or professional advice. Nothing in this Agreement or any AI output creates a professional advisory relationship between Berkman and Customer.

19.6 AI Output Intellectual Property

(a) Lextree AI Services. As between Berkman and Customer, Customer retains its rights in Customer Data and owns any rights that arise in outputs generated from it, subject to underlying third-party rights. Berkman claims no ownership in those outputs. This does not transfer rights in the Platform, the underlying model, or third-party software, or guarantee that an output qualifies for intellectual property protection.

(b) Third-Party AI Services. The third-party provider’s terms govern ownership of outputs from Third-Party AI Services. Berkman makes no representations about Customer’s IP rights in those outputs.

19.7 Evolving Regulatory Landscape

Each party is responsible for the legal obligations applicable to its own role and activities involving AI Features. Customer is responsible for its use of outputs and its independently selected AI providers, including applicable disclosure and human oversight requirements. Berkman remains responsible for obligations applicable to its provision of the Platform. Lextree does not guarantee that Customer’s use of an AI Feature will satisfy Customer’s particular regulatory requirements.

20. General Provisions

20.1 Governing Law

This Agreement and any dispute arising out of or relating to it, the Platform, the Website, or the Resources are governed by the laws of the State of Wyoming, without regard to conflict of laws principles, and applicable federal law. This choice does not deprive any person of protections that cannot lawfully be waived under otherwise applicable law.

Subject to Section 16.3 where applicable and any non-waivable requirements of applicable law, any court action permitted under this Agreement must be brought in the state courts located in Laramie County, Wyoming, or, if it has subject-matter jurisdiction, the United States District Court for the District of Wyoming. Each party consents to personal jurisdiction and venue in those courts. An arbitration award may be enforced in any court of competent jurisdiction as provided in Section 16.2.

20.2 Force Majeure

Neither party is liable for delays or failure to perform caused by circumstances beyond its reasonable control. This includes natural disasters, pandemics, war, terrorism, labor disputes, government actions, internet or telecommunications failures, and third-party service provider outages. Payment obligations are not excused. The affected party must give prompt notice and use commercially reasonable efforts to mitigate the impact.

20.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent. Berkman may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any assignment that violates this Section is void.

20.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force. The invalid provision will be modified to the minimum extent needed to make it enforceable while preserving the parties’ original intent.

20.5 Waiver

A party’s failure to enforce any right under this Agreement is not a waiver of that right. Waiving one default does not waive any later default.

20.6 Entire Agreement and Order of Precedence

This Agreement, together with all Order Forms, Invoices, and Exhibits (including the DPA, AUP, and API Terms), is the entire agreement between the parties on this subject. It supersedes all prior agreements, proposals, and representations, written or oral, except those expressly incorporated into this Agreement or an Order Form. The Privacy Policy is a notice as described in the introduction to this Agreement.

If an applicable Order Form or Invoice conflicts with these Terms or an incorporated Exhibit, the commercial terms expressly stated in that Order Form and agreed by both parties control for the Subscription covered by that Order Form. These commercial terms include the Subscription Plan, fees, discounts, pricing commitments, payment terms, billing schedule, Subscription Term, and renewal or non-renewal arrangements. An Order Form or separate written amendment changes other provisions of these Terms only if it expressly identifies the provision being changed and the agreed change, and both parties expressly agree to that change in writing. Except for those agreed changes, these Terms remain in effect. The DPA’s priority on personal data processing under Section 5.4 and any mandatory requirements of applicable law remain in effect.

Additional or different terms in Customer’s purchase orders, procurement portals, or other documents or correspondence do not apply unless Berkman expressly agrees to them in writing. Receiving a purchase order, accepting payment, or providing the Platform does not by itself constitute acceptance of those terms.

20.7 Notices

All notices must be in writing and are effective when: (a) delivered personally; (b) sent by email to the designated address, unless the sender receives an automated failure notice or otherwise learns that delivery failed; or (c) delivered by certified or registered mail, return receipt requested, or by a nationally recognized overnight delivery service that accepts deliveries to the designated address. A reply or read receipt is not required for email notice. If delivery fails, the sender must promptly use another valid contact route. Notices to Customer go to the email address Customer designates for notices or, if none is designated, an administrator’s email address for the affected Subscription. Customer must keep that contact current. Notices to Berkman go to team@lextree.ai or to its correspondence address:

Berkman LLC PO Box 1701 Beaverton, OR 97075

All postal correspondence to Berkman under this Agreement must use this address. Berkman’s office and registered-agent addresses do not replace it for contractual notices. This Section does not govern service of legal process, which remains subject to applicable law.

20.8 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

20.9 No Third-Party Beneficiaries

Except for rights expressly conferred by the applicable SCCs or UK Addendum and rights that mandatory law preserves, this Agreement benefits only the parties and their successors and permitted assigns.

20.10 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

21. Website Content and Free Resources

21.1 Scope and Acceptance

This Section applies to visitors and other users of the Website and Resources, whether or not they have an Account or a paid Subscription. It covers Resources used online, downloaded, or received through a resource request, and their subsequent use away from the Website.

You accept the terms applicable to the Website and Resources by affirmatively agreeing to them through a checkbox or button that links to these terms, or by requesting, downloading, or using a Resource when a clear notice accompanying that action states that the action constitutes acceptance and provides a link to these terms. If you do not agree, do not take that action.

For Website and Resource use, the applicable contractual provisions are this Section 21, the relevant definitions in Section 1, and Sections 20.1 (Governing Law), 20.4 (Severability), and 20.5 (Waiver). The Account, Subscription, Platform warranty, indemnification, and arbitration provisions do not apply solely because you visit the Website or use a Resource. If you also use the Platform, the provisions governing the Platform apply to that use separately.

21.2 Ownership and Permitted Use

Berkman and its licensors retain ownership of the Website and Resources, subject to any third-party rights. Berkman grants you a non-exclusive, non-transferable license to access and use them for your own or your organization’s business purposes. You may download, copy, and customize templates, spreadsheets, and exported results for those purposes and share completed materials in the ordinary course of your business, including with personnel, counterparties, and professional advisers.

You must retain copyright, attribution, and disclaimer notices included with a Resource. Unless Berkman gives written permission or a Resource expressly permits it, you may not sell, sublicense, or redistribute Resources as standalone products or publish them as your own template or tool library. These restrictions do not transfer ownership of information you add to a Resource to Berkman. Any third-party material identified as subject to a separate license remains subject to that license.

21.3 General Information and Independent Review

The Website and Resources provide general information and administrative assistance, not legal, tax, accounting, financial, regulatory, or other professional advice. Accessing or using them does not create an attorney-client or other professional advisory relationship with Berkman.

Resources may contain errors or omissions, become outdated, or be unsuitable for particular jurisdictions, contracts, or circumstances. Examples and sample data are illustrative. Calculations and outputs depend on the stated assumptions, available source material, and user inputs. A Resource may not account for all applicable laws, contractual provisions, holidays, delivery requirements, or other factors affecting a deadline or result.

You are responsible for independently verifying applicable requirements, deadlines, formulas, inputs, and results and obtaining appropriate professional advice before acting. Use of a Resource does not ensure compliance, identify every applicable obligation, or replace professional judgment. These limitations apply whether a Resource is prepared by a person, generated by software or artificial intelligence, or produced through a combination of those methods.

21.4 Resource Warranties and Updates

EXCEPT AS EXPRESSLY AGREED IN WRITING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND RESOURCES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BERKMAN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BERKMAN DOES NOT WARRANT THAT THE WEBSITE OR RESOURCES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES.

Except as expressly stated for a particular Resource or required by law, Berkman does not undertake to update Resources, notify you of changes in law or source material, or maintain any particular Resource. A publication or update date does not promise ongoing monitoring. References or links to third-party sources do not constitute Berkman’s endorsement or warranty of their content.

Nothing in Section 21 reduces Berkman’s express obligations concerning the Platform, Documentation, or personal information under the applicable agreements and Privacy Policy.

21.5 Liability for the Website and Resources

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BERKMAN WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO THE WEBSITE OR RESOURCES, INCLUDING THEIR USE OR RELIANCE ON THEIR CONTENT OR OUTPUTS. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BERKMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO SECTION 21.6, BERKMAN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE AND RESOURCES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THIS IS AN AGGREGATE LIMIT FOR ALL CLAIMS, NOT A SEPARATE LIMIT PER RESOURCE, DOWNLOAD, OR EVENT. IT APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

These limitations reflect that the Website and Resources are provided without charge. Claims concerning Berkman’s performance of its Platform obligations remain governed by the provisions applicable to the Platform; this Section does not reduce the express Platform warranties, remedies, or indemnities merely because Website content or a Resource was also involved.

21.6 Rights and Liabilities That Are Not Excluded

The disclaimers and limitations in this Section 21 do not exclude or limit liability for Berkman’s fraud, willful misconduct, or gross negligence, or any liability or rights that applicable law does not permit to be excluded or limited. If an exclusion or limitation is not permitted in your jurisdiction, it applies only to the extent permitted by applicable law.

21.7 Changes, Notices, and Continuing Effect

Berkman may revise the terms governing the Website and Resources by posting an updated version with its effective date. Material changes will be accompanied by reasonable notice through the Website or the affected Resource and, where required by law, a request for renewed acceptance. Changes apply prospectively and do not alter rights or claims arising before they take effect. Changes to the terms governing a Customer’s Platform use remain subject to Section 9.

Legal notices concerning the Website or Resources may be sent to Berkman at team@lextree.ai or the mailing address in Section 20.7. Berkman may send notices to you using contact information you have provided in connection with your Resource request or other Website interaction.

The provisions identified in Section 21.1 and any additional terms expressly agreed for a particular Resource constitute the agreement concerning your Website and Resource use. The ownership provisions, disclaimers, limitations of liability, and provisions governing disputes survive the end of that use.

Exhibits

Exhibit A: Data Processing Agreement (DPA)

Exhibit B: Acceptable Use Policy

Exhibit C: API Terms

If you have questions about this Agreement, contact us at team@lextree.ai.