This End-User License Agreement (the “Agreement”) is a binding agreement between DROZlegal Inc. (“DROZlegal”, “we”, “us”) and the organization or individual accessing or using the DROZlegal platform, applications, and related services (collectively, the “Services”). By accessing or using the Services, you agree to this Agreement on behalf of yourself and, where applicable, the law firm or organization you represent (“Customer”). If you do not agree, do not use the Services.
DROZlegal is a practice automation platform for legal professionals. It provides matter and document management, client intake, billing and accounts-receivable tooling, document drafting assistance, legal research assistance, trust-accounting record-keeping support, and integrations with third-party services. The Services are provided to legal professionals and their staff for use in the practice of law; they are business tools, not a law firm, and do not provide legal advice to anyone.
Subject to this Agreement and any applicable order or subscription terms, DROZlegal grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services for Customer's internal business purposes. Customer must not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer or attempt to extract source code except as permitted by law; (c) resell, sublicense, or provide the Services to third parties outside Customer's organization; (d) use the Services to build a competing product; (e) circumvent usage limits or security controls; or (f) use the Services in violation of applicable law or rules of professional conduct.
Customer is responsible for its users' credentials and activity, for maintaining accurate account information, and for ensuring users are authorized to act on Customer's behalf. Roles and permissions within the Services (including administrator, lawyer, and staff roles) must be assigned by Customer to appropriate personnel.
“Customer Data” means content and information submitted to the Services by or for Customer, including client files, documents, contact information, and financial records. As between the parties, Customer owns Customer Data. DROZlegal processes Customer Data only to provide and support the Services, in accordance with applicable Canadian privacy law, including the Personal Information Protection and Electronic Documents Act (PIPEDA). Production Customer Data is stored in Canada (Canadian cloud regions), encrypted in transit and at rest. Customer Data is not used to train artificial-intelligence models. User actions in the Services are recorded in audit logs to support security and professional accountability.
Portions of the Services use artificial intelligence to prepare drafts, summaries, research memoranda, classifications, and recommendations (“AI Output”). AI Output is assistive work product only. It may contain errors or omissions, must be reviewed by a qualified legal professional before any use or reliance, and is not legal, accounting, or tax advice. Certain actions — including movement of trust funds, court filings, settlements, commencing litigation, approving client engagements, and sending communications generated by automated agents — always require explicit human approval within the Services. The lawyer or firm of record retains sole professional responsibility for all work product, filings, communications, and decisions.
The Services interoperate with third-party products that Customer chooses to connect, which may include accounting software (such as Intuit QuickBooks), payment processors, e-signature providers, calendar and email services, and legal-research sources. When Customer connects a third-party account: (a) the connection is made only with Customer's explicit authorization through that provider's consent flow; (b) data is exchanged with that provider solely as directed by Customer and as needed to provide the requested functionality (for example, importing customers, invoices, payments, bills, and expenses from QuickBooks, keeping receivable records in sync, and recording invoices and payments that Customer creates in the Services); (c) Customer's use of the third-party product remains governed by that provider's own terms and privacy policy; and (d) Customer may disconnect the integration at any time within the Services, after which no further data is exchanged with that provider. DROZlegal is not responsible for third-party products.
Fees, billing periods, and plan terms are set out in the applicable order form or subscription agreement between Customer and DROZlegal. Taxes are Customer's responsibility except taxes on DROZlegal's income.
DROZlegal and its licensors own the Services, including all software, designs, and documentation. No rights are granted except as expressly stated in this Agreement. If Customer provides feedback or suggestions, DROZlegal may use them without restriction or obligation.
Each party will protect the other party's confidential information with at least the care it uses for its own similar information, and will use it only as needed to perform under this Agreement. This obligation does not apply to information that is public through no fault of the recipient, independently developed, or lawfully received from another source. Nothing in this Agreement limits obligations of lawyer-client confidentiality or privilege, which the Services are designed to support.
This Agreement applies for as long as Customer uses the Services. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. DROZlegal may suspend access to protect the security or integrity of the Services or where required by law. Upon termination, Customer's license ends; Customer may export Customer Data through the export functionality of the Services, and DROZlegal will thereafter delete or de-identify Customer Data in accordance with its retention practices and legal obligations.
Except as expressly stated in this Agreement or a separate written agreement, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, DROZlegal disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Services will be uninterrupted or error-free, or that AI Output will be accurate or complete.
To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data; and (b) each party's total aggregate liability arising out of or relating to this Agreement is limited to the amounts paid or payable by Customer for the Services in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to Customer's payment obligations, either party's confidentiality breaches, or liability that cannot be limited by law.
Customer will defend and indemnify DROZlegal against third-party claims arising from Customer Data, Customer's use of the Services in violation of this Agreement or applicable law, or Customer's professional services to its own clients.
DROZlegal may update this Agreement from time to time. Material changes will be notified through the Services or by email, and the updated Agreement will apply from the stated effective date. Continued use of the Services after the effective date constitutes acceptance.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto.
Questions about this Agreement may be directed to DROZlegal Inc. at info@droztechnologies.com, or through the contact options at www.drozlegal.com.