Cloud Services Agreement

Last Modified: September 18, 2026

This Cloud Services Agreement (this “Agreement“) is a binding contract between you (“Customer“, “you“, or “your“) and Nojumi Solutions Inc. (“Provider“, “we“, or “us“). This Agreement governs your access to and use of the Cloud Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I AGREE” BUTTON OR CHECKBOX, OR BY ACCESSING OR USING THE CLOUD SERVICES (THE “EFFECTIVE DATE”). BY CLICKING/CHECKING THE “I AGREE” BOX OR BY ACCESSING OR USING THE CLOUD SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

1. Definitions

• “Add-Ons” means practice area modules, specialized legal tools, workflow automations, and cross-functional utilities (including, but not limited to, identity verification, client intake, document parsing, and third-party integrations) accessible through the Cloud Services.
• “Aggregated Statistics” has the meaning set forth in Section 2(d).
• “AI Tokens” means the virtual utility units used to calculate and consume artificial intelligence, machine learning, and automated data processing features within the Cloud Services.
• “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased hereunder on a per-user seat basis.
• “Cloud Services” means the software-as-a-service application, artificial intelligence features, document processing environment, virtual wallets, and practice management tools provided by Provider under this Agreement as detailed on Provider’s website available at www.nojumi.com.
• “Customer Data” means, other than Aggregated Statistics, all information, data, text, files, legal sources, case law, statutes, regulations, secondary materials, articles, continuing professional development (CPD) materials, database excerpts, and other content, in any form or medium, that is submitted, posted, uploaded, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Cloud Services.
• “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Cloud Services provided by Provider to Customer either electronically or in hard copy form.
• “Provider IP” means the Cloud Services, the Documentation, proprietary AI algorithms, software code, workflows, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.
• “Third-Party Products” means any products, content, services, software models, information, websites, or other materials owned by third parties that are incorporated into or accessible through the Cloud Services.
• “Virtual Wallets” means the firm-wide account balances provisioned by Provider to Customer, consisting of the Cash Wallet and the AI Token Wallet.

2. Access and Use

(a) Provision of Access. Subject to payment of Fees and compliance with all terms and conditions of this Agreement, Provider hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for Customer’s internal business operations by Authorized Users in accordance with the terms herein. Provider shall provide the necessary access credentials to allow Authorized Users to access the Cloud Services.

(b) Documentation Licence. Subject to the terms of this Agreement, Provider grants Customer a non-exclusive, non-sublicensable, non-transferable licence for Authorized Users to use the Documentation during the Term solely for internal business purposes in connection with the use of the Cloud Services.

(c) Use Restrictions. Customer shall not, and shall not permit any Authorized User to: (i) copy, modify, or create derivative works of the Cloud Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive source code from any software component of the Cloud Services; (iv) remove any proprietary notices; or (v) use the Cloud Services or Documentation in any manner or for any purpose that infringes, misappropriates, or violates any intellectual property right or applicable law.

(d) Aggregated Statistics. Provider may monitor Customer’s use of the Cloud Services and compile anonymized data related to Customer’s use to generate statistical and performance metrics (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics belong exclusively to Provider. Provider may make Aggregated Statistics publicly available provided they do not identify Customer or Confidential Information.

(e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer under this Agreement.

(f) Suspension. Provider may temporarily suspend Customer’s or any Authorized User’s access to the Cloud Services if Provider reasonably determines: (i) there is a security risk or threat to Provider IP; (ii) Customer or any Authorized User is using the Provider IP for fraudulent, unauthorized, or illegal activities; (iii) Customer’s upload of Customer Data infringes third-party intellectual property or breaches third-party database agreements; or (iv) Customer fails to pay Fees when due.

3. Customer Responsibilities & Legal Data Authorizations

(a) Acceptable Use Policy. Customer and all Authorized Users shall comply with Provider’s Acceptable Use Policy (“AUP”) located at https://nojumi.com/aup/, as amended from time to time.

(b) Account Use & Per-User Seats. Customer is responsible and liable for all access and use of the Cloud Services resulting from credentials provisioned by Customer. Customer shall maintain paid subscriptions for each individual accessing the Cloud Services as an Authorized User and shall ensure all Authorized Users comply with this Agreement.

(c) Customer Data Rights & Legal Source Warranties. Customer hereby grants Provider a non-exclusive, royalty-free, worldwide licence to host, reproduce, parse, index, display, and process Customer Data solely to provide the Cloud Services. Customer represents, warrants, and covenants that:

• Customer possesses all necessary copyrights, legal rights, licenses, consents, and permissions to upload, store, reproduce, and AI-process all Customer Data submitted to the Cloud Services.
• The processing of Customer Data through Provider’s AI tools does not infringe any third-party intellectual property rights or violate applicable laws.

(d) Third-Party Database & CPD Material Restrictions. Customer explicitly represents and warrants that Customer Data submitted to the Cloud Services—including proprietary legal database content (such as headnotes, editorial summaries, key-number indices, or annotated statutes from commercial legal publishers), legal journal articles, or Continuing Professional Development (CPD) materials (such as Law Society of Ontario course booklets)—has been legally obtained and that Customer possesses explicit authorization or licensing rights to upload such materials into a third-party AI processing environment.

(e) Passwords and Access Credentials. Customer is responsible for keeping access credentials confidential and shall promptly notify Provider of any unauthorized access.

(f) Third-Party Products. Third-Party Products accessible through the Cloud Services are governed by their respective third-party terms.

4. Service Levels and Support

Provider shall use commercially reasonable efforts to make the Cloud Services available in accordance with the Service Levels set out at https://nojumi.com/sl/. This Agreement does not entitle Customer to dedicated legal, administrative, or technical support unless specified under a separate written statement of work.

5. Subscription Structure, Fees, and Add-Ons

(a) General Subscription Plans & Per-User Fees. Access to the Cloud Services requires an active subscription to one of Provider’s General Subscription Plans (e.g., Basic, Elite). Unless explicitly stated otherwise on Provider’s pricing schedule, all subscription fees are charged on a per-Authorized User basis per month.

• Basic Plan: The Basic General Plan grants access to pay-per-use features and Add-Ons, but strictly excludes practice management features (including accounting and bookkeeping).
• Elite Plan: The Elite General Plan includes practice management features and a recurring monthly grant of AI Tokens per provisioned user.

(b) Add-Ons & Pricing Tiers. Subscribing to any General Subscription Plan automatically registers Customer in the Basic tier for all available Add-Ons (including practice area modules and general utilities such as ID Verification) at no additional monthly base fee. Customer may elect to upgrade any Add-On to a paid monthly subscription tier (charged per Authorized User) in exchange for discounted pay-per-use fees.

(c) Pay-Per-Use Charges. Regardless of General Subscription Plan tier, whenever Customer creates a matter or executes an automated workflow within an Add-On, Customer will be charged the applicable pay-per-use fee corresponding to Customer’s active Add-On subscription tier at the time of use.

(d) One-Year Price Guarantee. Provider guarantees Customer’s subscription pricing and Add-On rates for a period of one (1) year from the Effective Date. Following the initial one-year period, Provider reserves the right to modify subscription pricing or Add-On rates upon thirty (30) days’ advance written notice.

(e) Taxes. All Fees, pay-per-use charges, and wallet top-ups are exclusive of taxes. Customer is responsible for all Harmonized Sales Tax (HST), Goods and Services Tax (GST), Provincial Sales Tax (PST), and any other applicable taxes imposed by governmental entities, excluding taxes on Provider’s net income.

6. Virtual Wallets and AI Token System

(a) Shared Firm Wallets. Provider provisions two firm-wide virtual balances for Customer’s account: (i) a Cash Wallet for pay-per-use Add-On fees; and (ii) an AI Token Wallet for artificial intelligence features. Both Virtual Wallets are shared among all Authorized Users provisioned under Customer’s account. Customer is solely responsible for managing user consumption across its shared Virtual Wallets.

(b) Cash Wallet Operations. Pay-per-use fees are automatically deducted from Customer’s Cash Wallet balance. Customer may replenish the Cash Wallet at any time by authorizing a credit card transaction for a selected dollar amount.

(c) AI Token Wallet & Monthly Token Grants. Access to AI processing requires AI Tokens. Customer may purchase additional AI Tokens with a credit card at token rates determined by Customer’s General Subscription Plan. Qualifying subscription tiers (including the Elite Plan) include a recurring free monthly grant of 5,000,000 AI Tokens per provisioned user seat. Monthly token grants reset each billing cycle and do not roll over to subsequent billing periods.

(d) Token Pricing Changes. Provider reserves the right to modify per-token pricing upon thirty (30) days’ advance written notice to Customer.

(e) Non-Refundability & Forfeiture. All pre-paid Cash Wallet balances and purchased AI Tokens hold no monetary value outside the Cloud Services, are non-transferable, and are strictly non-refundable. Upon termination or cancellation of this Agreement by either party, any remaining Cash Wallet balances and unconsumed AI Tokens are permanently forfeited.

7. Confidential Information

(a) Scope. “Confidential Information” means sensitive or proprietary information disclosed by one party to the other, whether marked or unmarked. Confidential Information does not include information that: (i) is or becomes public domain without breach; (ii) was known to receiving party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed.

(b) Protection & Mandatory Disclosure. The receiving party shall protect disclosing party’s Confidential Information with reasonable care and disclose it only to personnel who need to know. Confidential Information may be disclosed pursuant to a valid court order or applicable legal mandate, provided prompt written notice is given where legally permissible. Confidentiality obligations survive for seven (7) years post-termination (or indefinitely for trade secrets).

8. Privacy Policy

Provider processes personal information in accordance with its Privacy Policy located at https://nojumi.com/privacy-policy/. By accessing the Cloud Services, Customer acknowledges and accepts the Privacy Policy.

9. Intellectual Property Ownership; Feedback

(a) Ownership. As between Customer and Provider, Provider owns all right, title, and interest (including intellectual property rights) in the Cloud Services and Provider IP. Customer retains ownership of all right, title, and interest in Customer Data.

(b) Feedback. If Customer transmits feedback, ideas, or suggestions regarding the Cloud Services (“Feedback”), Provider may freely use such Feedback without restriction, attribution, or compensation. Customer hereby assigns to Provider all rights in such Feedback.

10. Limited Warranty and Warranty Disclaimer

(a) Limited Service Warranty. Provider warrants that the Cloud Services will conform in all material respects to the Service Levels. Provider disclaims all warranties regarding Third-Party Products.

(b) Customer Warranties. Customer warrants that: (i) Customer Data and Customer’s use of the Cloud Services comply with the AUP and all applicable laws; and (ii) Customer has obtained all requisite copyrights, database permissions, and licenses required to upload Customer Data for AI analysis without violating third-party intellectual property rights or publisher subscription terms.

(c) Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10(a), THE CLOUD SERVICES ARE PROVIDED “AS IS”. PROVIDER DISCLAIMS ALL STATUTORY, EXPRESS, OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE CLOUD SERVICES OR AI-GENERATED ANALYSIS WILL BE ERROR-FREE, ACCURATE, UNINTERRUPTED, OR FREE OF HARMFUL CODE.

11. Indemnification

(a) Provider Indemnification. Provider shall defend and indemnify Customer against third-party claims alleging that the core Cloud Services software directly infringes a third party’s Canadian patent or copyright, provided Customer gives prompt written notice, grants Provider sole control of the defense, and fully cooperates. This indemnity does not apply to claims arising from Customer Data or Third-Party Products.

(b) Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, and affiliates from and against any losses, damages, liabilities, settlements, penalties, costs, and legal fees arising out of or relating to any third-party claim:

• Alleging that Customer Data, or the uploading, storage, AI parsing, or processing of Customer Data, infringes or misappropriates a third party’s copyright, trade secret, or intellectual property right.
• Arising from Customer’s failure to possess necessary copyrights or legal rights to process uploaded materials (including annotated statutes, case law headnotes, commercial legal database content, or CPD course materials).
• Alleging Customer’s breach of third-party subscription agreements or database terms of use.
• Arising from Customer’s or any Authorized User’s negligence, gross misconduct, or unauthorized use of the Cloud Services.

12. Limitations of Liability

IN NO EVENT WILL PROVIDER BE LIABLE UNDER ANY LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF FORESEEABILITY. PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Term, Cancellation, and Termination

(a) Month-to-Month Term. This Agreement takes effect on the Effective Date and continues on a month-to-month basis until terminated.

(b) Customer Cancellation & Plan Modifications. Customer may cancel its overall subscription or downgrade/modify any Add-On subscription tier at any time upon thirty (30) days’ advance written notice to Provider. Subscription access continues through the end of the 30-day notice period.

(c) Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (ii) becomes insolvent, enters bankruptcy, or makes an assignment for the benefit of creditors.

(d) Effect of Expiration or Termination. Upon termination, Customer’s access to the Provider IP ceases immediately. Termination does not relieve Customer of unpaid fee obligations accrued prior to termination. Unused Cash Wallet balances and AI Tokens are forfeited pursuant to Section 6(e).

(e) Survival. Sections 1, 2(d), 6(e), 7, 9, 10(c), 11, 12, 13(d), 15, and 16 survive termination.

14. Modifications

Provider reserves the right to modify this Agreement from time to time by posting updated terms at https://nojumi.com/tos/. Customer will be notified of material changes through platform notifications or posts. Customer’s continued use of the Cloud Services following the effective date of modifications constitutes acceptance of the modified terms.

15. Governing Law and Choice of Forum

This Agreement and all matters arising out of or relating to it are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario located in Toronto, Ontario for any litigation arising out of this Agreement.

16. Miscellaneous

This Agreement, along with the AUP and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter. Notices to Provider must be sent to Provider’s corporate address. Customer consents to receiving electronic communications. If any provision is held invalid, remaining provisions continue in full force. Customer may not assign this Agreement without Provider’s prior written consent. Provider may freely assign this Agreement.