Terms of use.

Effective date: September 18, 2026

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, a Matter-based software platform 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 University Access, 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" refer to both you personally and that organization where the context requires.

2.Definitions

In these Terms:

• Account means the credentialed account you create to access Binder.
• User means the individual or organization holding an Account.
• Matter means an issue, event, incident, question, risk, claim, dispute, or other subject that a User chooses to manage in Binder.
• Membership means paid access to the Binder workspace under Remediation, Sole, Pro, Enterprise, or another Binder plan offered at checkout.
• University Access means standalone access to Binder University, including University Direct and individual course purchases where offered.
• Remediation means a one-time Membership limited to a single eligible pre-litigation incident or claim, as described in Section 6.
• Sole, Pro, and Enterprise mean recurring Binder Memberships with the features, limits, billing interval, and fees displayed at checkout.
• University Direct means a standalone recurring Binder University subscription with the features, billing interval, and fees displayed at checkout.
• Counsel Credit means a unit of access to Counsel, allocated and deducted under Section 5.
• Record means the component of Binder used to capture and organize documents, correspondence, photographs, notes, dates, and other information relating to a Matter.
• Advocate means the analysis and gap-identification component of Binder used to identify missing information, inconsistencies, unanswered questions, and issues requiring further investigation or attention.
• Counsel means the supervised legal-research component of Binder through which an eligible Matter may be referred to a lawyer for research and written information within the scope described in Section 8.
• Binder University means Binder's educational component, including scenario-based courses and learning materials developed from public sources, commissioned educational work, and eligible de-identified Binder Matters.
• Your Content has the meaning set out in Section 10.

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 occurring under your Account.

You must be at least 18 years old and legally capable of entering into binding contracts. If you use Binder on behalf of an organization, you represent that you have authority to do so.

You must notify BinderCo promptly of unauthorized access to or use of your Account. BinderCo may refuse, suspend, or terminate an Account where eligibility requirements are not met, information is materially inaccurate, or continued access would contravene these Terms or applicable law.

4.Memberships, University Access, fees, billing, and renewal

Binder products, features, usage limits, billing intervals, and fees are those displayed at checkout when you purchase or renew. Fees are stated in Canadian dollars unless otherwise indicated and are exclusive of applicable taxes.

Binder Memberships

Remediation is a one-time purchase and does not renew.

Sole, Pro, and Enterprise may be offered on monthly or annual billing intervals. A recurring Membership renews automatically for the same billing interval at the then-current rate unless cancelled in accordance with the cancellation terms shown at checkout and in your Account. The billing portal displays the effective cancellation date before confirmation.

University Access

University Direct is standalone access to Binder University and does not include the Binder workspace, Record, Advocate, or Counsel unless expressly stated at checkout. University Direct renews according to the billing interval displayed at checkout unless cancelled before renewal in accordance with the applicable cancellation terms.

Individual Binder University courses may be offered for one-time purchase. The access period, included materials, and fee for an individual course purchase are those displayed at checkout.

Tier changes

Where the Service permits plan upgrades or downgrades, the price and effective date of the change will be shown before confirmation. BinderCo may apply prorated charges or credits where the checkout flow expressly provides for them.

5.Counsel Credits

Access to Counsel may be metered through Counsel Credits. Credits are allocated to an Account according to the applicable Membership and may be available for separate purchase.

The number of Credits deducted for a referral is shown before the User confirms the referral. If Counsel declines a referral, Credits deducted for that referral will be returned within a reasonable period.

Counsel Credits are non-transferable, have no cash value, may not be resold or assigned, and are governed by the expiry or forfeiture rules disclosed with the applicable Membership.

6.Remediation-specific terms

Remediation is Binder's one-time product for a single eligible pre-litigation incident or claim. It is not a general multi-Matter Binder Membership.

The access term is the term displayed at purchase. The access term is a Service-access period only. It is not a limitation period, does not calculate or extend any legal deadline, and does not represent the time available to pursue a claim.

Remediation is limited to one incident or claim per Remediation purchase. If litigation is commenced in relation to that incident or claim, the User must comply with any resulting product restrictions displayed in Binder and the Acceptable Use Policy.

7.Refunds and cancellations

Unless mandatory law requires otherwise, fees are non-refundable except where the checkout flow or a written BinderCo policy expressly states otherwise.

For recurring Memberships and University Direct, cancellation stops future renewal if made within the applicable cancellation deadline. Access ordinarily continues until the end of the paid billing period.

Remediation purchases and separately purchased Counsel Credits are final except where mandatory law requires otherwise or BinderCo expressly agrees in writing.

8.Counsel services

Counsel is the only Binder component through which a solicitor-client relationship may arise. That relationship begins only when a Matter is referred to and accepted within Counsel under the applicable professional requirements.

Counsel is supervised by a lawyer licensed by the Law Society of Alberta and operates within the supervising lawyer's professional competence and any applicable mobility rules.

Counsel is limited to legal research and written information concerning an eligible Matter accepted for referral. Counsel researches and informs. Unless a separate retainer is entered into, Counsel does not appear in court or before a tribunal, negotiate on a User's behalf, arrange or obtain services or insurance coverage, sign or file documents, serve process, or otherwise act as counsel of record.

Counsel may decline a referral because of scope, conflict, professional obligations, capacity, jurisdiction, or another reason the supervising lawyer considers appropriate.

Counsel memoranda and research are provided for the referring User and are subject to any reliance restrictions stated in the Counsel output. No outcome is guaranteed.

9.Acceptable use

Use of Binder is subject to the Acceptable Use Policy, which is incorporated into these Terms. A breach of the Acceptable Use Policy is a breach of these Terms.

10.Intellectual property and Your Content

BinderCo's rights

BinderCo owns Binder, including its software, interfaces, designs, trademarks, course materials, documentation, and related intellectual property, subject to third-party rights. No ownership is transferred to you. You receive a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms for the applicable access period.

Your Content

You retain ownership of content you submit to Binder, including materials placed in Record, information submitted to Advocate, and files or other materials you upload or create in your Account ("Your Content").

You grant BinderCo a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, and display Your Content only as reasonably necessary to deliver, secure, maintain, and support the Service, comply with law, and exercise rights under these Terms.

Educational use

Binder University may learn from eligible Binder Matters. BinderCo will not use a Matter's content to create a new educational derivative through the educational processing unless the applicable Matter is affirmatively enabled for educational use through the Matter setting in Binder.

Where educational use is enabled, you grant BinderCo a limited licence to process eligible portions of Your Content to create a de-identified educational derivative.

Before an educational derivative is published or used in Binder University, BinderCo will remove, generalize, or alter direct identifiers and contextual details where reasonably necessary to reduce the risk that the User, a third party, or the originating Matter could be identified. This may include names, contact information, exact dates, locations, monetary amounts, organizational characteristics, job titles, headcounts, and other combinations of facts.

Counsel communications, Counsel memoranda, lawyer work product, and content stored solely within Counsel are excluded from the educational processing. Once a Matter is referred to Counsel, the entire Matter is excluded from new educational processing. This safeguard does not determine whether particular content is legally privileged.

A User may turn off future educational use for a Matter at any time through the available Matter setting or request assistance at privacy@binderco.ca. Turning off educational use stops new educational processing of that Matter. A de-identified derivative that was lawfully created before the setting was changed may be retained where it no longer identifies the User, a third party, or the originating Matter, subject to BinderCo's privacy obligations and any specific review request made to privacy@binderco.ca.

BinderCo will not publicly identify the originating User or Matter for a Binder University scenario.

11.Confidentiality and privacy

BinderCo's handling of personal information is governed by the Privacy Policy, which forms part of these Terms.

Counsel communications are subject to restricted access controls appropriate to the delivery of Counsel and the supervising lawyer's professional obligations.

12.Disclaimers

Record is documentary and organizational. Advocate provides analysis, gap identification, and investigative prompts. Binder University is educational. None of Record, Advocate, or Binder University provides legal advice or creates a solicitor-client relationship.

Counsel operates within the separate scope described in Section 8.

Binder may incorporate AI-assisted processing. Outputs may be incomplete, inaccurate, or out of date. Users are responsible for reviewing and verifying outputs before relying on them.

Further disclaimers are set out in the Disclaimer page, incorporated into these Terms.

To the maximum extent permitted by law, Binder is provided on an "as is" and "as available" basis without warranties not expressly stated in these Terms.

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 indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, business, goodwill, opportunity, or data, or the cost of substitute services, to the extent such exclusion is permitted by law.

The limitations and exclusions in this Section do not apply to liability that cannot be limited or excluded under applicable law.

14.Indemnification

You agree to indemnify, defend, and hold harmless BinderCo, its affiliates, and their respective directors, officers, employees, and agents from third-party claims, losses, damages, liabilities, costs, and reasonable legal fees arising out of or in connection with your material breach of these Terms, misuse of Binder, violation of applicable law, or content you submit where the claim results from your lack of authority to submit or use that content.

BinderCo may assume the defence of a matter for which indemnification is owed, subject to reasonable notice and cooperation.

15.Notices and service

You consent to receipt of notices and communications under these Terms by email to the address recorded on your Account.

It is your responsibility to keep your Account email current.

BinderCo accepts legal notices at legal@binderco.ca. Privacy requests, including educational-use requests, should be sent to privacy@binderco.ca.

16.Governing law and jurisdiction

These Terms and disputes arising out of or in connection with them are governed by the laws of Alberta and the federal laws of Canada applicable in Alberta, 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, except where applicable law requires otherwise.

17.Changes to these Terms

BinderCo may amend these Terms from time to time. Material amendments will be communicated to Users in advance where required by law or by BinderCo's stated notice practices. Non-material clarifications may be made by updating the "Last updated" date.

Where an amendment requires new or renewed consent for a particular processing activity, BinderCo will obtain that consent separately rather than relying solely on continued use of Binder.

18.Termination

You may terminate a recurring Membership or University Direct through the available Account controls, subject to the applicable billing-cycle cancellation deadline.

BinderCo may suspend or terminate an Account for material breach of these Terms or the Acceptable Use Policy, non-payment, fraud or abuse, legal or professional obligations, insolvency of an organizational User, or where continued provision of the Service would contravene law.

Following termination, access, export, retention, and deletion are governed by the Privacy Policy and any product-specific terms disclosed at purchase. Counsel files may be subject to separate professional retention obligations.

Sections that by their nature survive termination continue to apply.

19.Contact

Legal notices: legal@binderco.ca
Privacy and educational-use requests: privacy@binderco.ca
Security reports: security@binderco.ca
Acceptable-use reports: abuse@binderco.ca

For general inquiries, use the Binder contact page.