1.Acceptance of terms
These Terms of Use (the "Terms") form a binding agreement between you ("you" or "User") and BinderCo, the business name of 2787168 Alberta Ltd., an Alberta corporation ("BinderCo", "we", "us", or "our"). These Terms govern your access to and use of Binder, the legal claim management service operated by BinderCo, including its Record, Advocate, Counsel, and Binder University components (collectively, "Binder" or the "Service").
By creating an account, purchasing a Membership, or otherwise accessing or using Binder, you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must not access or use Binder.
If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" and "User" will refer to both you personally and that organization.
2.Definitions
In these Terms, the following defined terms apply:
- Account — the credentialed account you create to access Binder.
- User — the individual or organization holding an Account.
- Membership — a paid tier of access to Binder, being one of Remediation, Sole, Pro, or Enterprise, each with the features, limits, and fees described in Section 4.
- Remediation — a one-time Membership priced at $449, limited to a single pre-litigation insurance claim, subject to the storage retention terms described in Section 6.
- Sole — an annual Membership priced at $595 per year.
- Pro — an annual Membership priced at $1,799 per year.
- Enterprise — an annual Membership priced at $4,399 per year, or at a rate agreed in a separate Enterprise order form.
- Counsel Credit — a unit of access to Counsel, allocated and deducted per Section 5.
- Record — the documentation and evidence-capture component of Binder.
- Advocate — the investigative and gap-analysis component of Binder.
- Counsel — the supervised legal advisory component of Binder, staffed by Alberta-licensed lawyers.
- Binder University — the educational component of Binder, providing coursework and learning materials related to legal claim management in Alberta.
3.Account registration and eligibility
To use Binder, you must create an Account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account.
You must be at least 18 years of age and legally capable of entering into binding contracts under the laws of the Province of Alberta. If you use Binder on behalf of an organization, that organization must be lawfully constituted and in good standing in its place of incorporation.
You agree to notify BinderCo promptly of any unauthorized access to or use of your Account. BinderCo is not liable for any loss or damage arising from your failure to protect your credentials.
BinderCo may, at its discretion, refuse to register, suspend, or terminate any Account where eligibility requirements are not met, where information provided is materially inaccurate, or where continued access would contravene these Terms or applicable law.
4.Memberships and fees
Binder is offered through four Membership tiers. Fees are stated in Canadian dollars and are exclusive of applicable taxes, which will be added at checkout where required.
Tiers
- Remediation — $449, one-time fee. Single incident only. Subject to Section 6.
- Sole — $595 per year, billed annually in advance.
- Pro — $1,799 per year, billed annually in advance.
- Enterprise — $4,399 per year, billed annually in advance, unless a separate order form governs.
Billing and renewal
Annual Memberships (Sole, Pro, Enterprise) renew automatically on the anniversary of your initial subscription at the then-current rate, unless cancelled before the renewal date through your Account settings or by written notice to BinderCo. BinderCo will send reasonable notice before any rate change takes effect on renewal.
Remediation is a one-time purchase and does not renew.
Tier changes
You may upgrade an annual Membership at any time. Upgrades take effect immediately, and BinderCo will charge the prorated difference for the remainder of the term. Downgrades take effect at the next renewal date. Remediation cannot be converted to an annual Membership; to move to an annual Membership, you must start a new subscription.
5.Counsel credits
Access to Counsel is metered through Counsel Credits. Credits are allocated to your Account at the start of each Membership term, topped up on the anniversary of an annual Membership, and may be purchased separately where your tier permits.
Deduction rules
- Initial referral — a new Counsel matter deducts 30 Counsel Credits.
- Follow-up within an existing matter — deducts 20 Counsel Credits.
- Priority handling — an additional 10 Counsel Credits are deducted where you elect priority turnaround at the time of referral.
Declined referrals
If Counsel declines a referral (for example, because the matter is outside Counsel's scope, because a conflict check fails, or because the referral raises issues Counsel cannot address), the Credits deducted for that referral will be returned to your Account within a reasonable period.
Expiry, transfer, and resale
Counsel Credits do not expire while your Membership remains in good standing. Credits are non-transferable between Accounts, may not be exchanged for cash, and may not be resold or assigned. On termination of your Membership, any remaining Counsel Credits are forfeited, consistent with the no-refund policy in Section 7.
6.Remediation-specific terms
Remediation is Binder's one-time Membership for pre-litigation insurance claims only. It is designed for use where you are documenting and pursuing an insurance claim arising from a single incident that has not yet become the subject of a lawsuit.
Storage retention
Records may be added to a Remediation matter while it remains open. Your Records and any delivered Counsel memo are retained per Binder's storage retention terms, measured from the date of purchase. This is a platform storage-management term only: it is not a limitation period, it is not measured from any incident date, and Binder does not calculate, represent, or rely on any limitation period that may apply to your claim. The limitation period applicable to your claim is a matter of law, and you should obtain independent legal advice about it.
One incident per account
Each Remediation Membership is limited to a single incident. The one-incident restriction is enforced at the Account flag, at the API level, and in the user interface. Where a second incident arises, a separate Remediation Membership or an annual Membership is required.
7.No-refund policy
Remediation
Remediation purchases are final. No refund will be issued on a Remediation Membership under any circumstances, with no exceptions — including where litigation is commenced in connection with the documented incident, whether by you or against you by a third party.
Annual Memberships
Sole, Pro, and Enterprise Memberships are final and non-refundable. No refund will be issued on cancellation or termination, whether initiated by you or by BinderCo and whether mid-term or otherwise.
Counsel Credits
Separately purchased Counsel Credit top-ups are final and non-refundable, whether or not they have been used.
8.Counsel services
Counsel is supervised by a lawyer licensed by the Law Society of Alberta and insured through the Alberta Lawyers Indemnity Association. Solicitor-client privilege attaches from the date of your first referral to Counsel.
The scope of Counsel is expressly limited to the delivery of advisory memoranda, written opinions, and similar legal advice within the supervising lawyer's competence. Counsel advises only. Counsel does not act for you in court or before a tribunal, does not negotiate on your behalf, does not arrange or obtain services, coverage, or instruments on your behalf, and does not sign, file, or serve documents on your behalf. Where Counsel identifies that your matter requires representation, negotiation, or filings, Counsel will say so in writing and refer you to retain your own lawyer for that work, which you may do at your own cost and under a separate retainer.
Counsel's advice is provided for your benefit only and may not be relied on by third parties without Counsel's written consent. Counsel's advice does not guarantee any outcome.
9.Acceptable use
Your use of Binder is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference. Breach of the Acceptable Use Policy is a breach of these Terms.
10.Intellectual property
BinderCo's rights
BinderCo owns Binder, including all software, interfaces, designs, trademarks, course materials, and documentation, and all intellectual property rights in them. Nothing in these Terms transfers any ownership of Binder to you. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use Binder in accordance with these Terms for the term of your Membership.
Your content
You retain ownership of the content you submit to Binder, including Records, Advocate inputs, and materials you upload or create within your Account ("Your Content"). You grant BinderCo a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, and display Your Content for the purpose of delivering the Service to you.
Anonymised educational use
You grant BinderCo a further limited licence to process Your Content through BinderCo's internal anonymisation pipeline (the "Folio pipeline") so that anonymised, aggregated, or otherwise de-identified derivatives may be used to create Binder University educational materials. No personally identifiable information, no privileged communications, and no content reasonably identifiable to you or to third parties will be reproduced in educational materials. You may opt out of this educational use by written notice to legal@binderco.ca.
11.Confidentiality and privacy
BinderCo's handling of personal information is governed by the Privacy Policy, which forms part of these Terms. Binder operates in compliance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the Alberta Personal Information Protection Act.
Privileged communications between you and Counsel are protected by solicitor-client privilege and are handled accordingly, including in internal access controls and in responses to legal process, to the extent protected by law.
BinderCo reserves its right, and yours, to assert litigation privilege over Records, Advocate analyses, and other content created with the dominant purpose of contemplated or existing litigation, where those conditions are met as a matter of law.
12.Disclaimers
Record and Advocate are documentation and analysis tools. Information, summaries, and analyses produced by Record or Advocate are not legal advice, do not create a lawyer-client relationship, and must not be relied upon as a substitute for advice from a qualified lawyer.
Counsel provides legal advice within a supervised lawyer-client relationship as described in Section 8. Counsel does not guarantee any particular outcome, the success of any claim, or the availability or extent of any insurance coverage.
Further disclaimers are set out in the Disclaimer page, which is incorporated into these Terms by reference.
Except as expressly set out in these Terms and to the maximum extent permitted by law, Binder is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
13.Limitation of liability
To the maximum extent permitted by applicable law, BinderCo's aggregate liability to you arising out of or in connection with these Terms, Binder, or your use of the Service, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total fees paid by you to BinderCo in the twelve (12) months immediately preceding the event giving rise to the claim.
In no event will BinderCo be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of data, or the cost of substitute services, even if BinderCo has been advised of the possibility of such damages.
The limitations and exclusions in this Section 13 do not apply to liability arising from BinderCo's gross negligence or wilful misconduct, nor to any liability that cannot be limited or excluded as a matter of Alberta law.
14.Indemnification
You agree to indemnify, defend, and hold harmless BinderCo, its affiliates, and their respective directors, officers, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms, (b) your misuse of Binder, (c) your violation of applicable law, and (d) third-party claims arising from content you submit to Binder.
BinderCo may, at its option, assume and conduct the defence and settlement of any matter for which you owe indemnification, using counsel of its choice, provided that BinderCo gives you prompt notice of the claim. You will cooperate reasonably with BinderCo in the defence of any such claim.
15.Method of service
You consent to service of any notice, document, or communication under these Terms by email to the email address recorded on your Account. A communication sent by email is deemed received on the day it is sent if sent before 5:00 PM Mountain Time on a business day, and otherwise on the next business day.
It is your responsibility to keep the email address on your Account current and monitored. BinderCo is not responsible for any consequences arising from your failure to maintain a current Account email.
BinderCo will accept service of legal documents on itself at legal@binderco.ca.
16.Governing law and jurisdiction
These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
The parties attorn to the exclusive jurisdiction of the courts of Alberta, sitting at the Judicial Centre of Calgary, for the resolution of any dispute not otherwise resolved through negotiation. Nothing in this Section limits BinderCo's right to seek injunctive or equitable relief in any court of competent jurisdiction.
17.Changes to these terms
BinderCo may amend these Terms from time to time. Where amendments are material, BinderCo will give notice by email to the email address on your Account at least thirty (30) days before the amendments take effect. For non-material amendments, including clarifications and drafting corrections, BinderCo will update the "Last updated" date at the top of this page.
Your continued use of Binder on or after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not accept an amendment, your remedy is to cancel your Membership before the effective date of the amendment.
18.Termination
Termination by you
You may terminate your Membership at any time through your Account settings. Termination takes effect at the end of the then-current billing period. For Remediation, cancellation does not entitle you to a refund. Remediation purchases are final and non-refundable, with no exceptions.
Termination by BinderCo
BinderCo may suspend or terminate your Account, with or without notice, on material breach of these Terms, on breach of the Acceptable Use Policy, on non-payment of fees, on the insolvency or dissolution of a User that is an organization, or where continued provision of the Service would contravene applicable law.
Effect of termination
On termination, your right to access Binder ends. Records and Counsel threads remain available to you in read-only mode for ninety (90) days after termination, after which they will be deleted in the ordinary course unless a legal hold applies. On request made within the 90-day window, BinderCo will provide an export of Your Content in a machine-readable format. Unused Counsel Credits are forfeited on termination, subject to Section 7.
Sections that by their nature survive termination (including Sections 10, 11, 13, 14, 15, and 16) remain in effect.
19.Contact
Legal notices and matters arising under these Terms should be directed to legal@binderco.ca.
For non-legal inquiries, please use the contact page.