General Terms and Conditions

1.1 Overview

DeNovo provides an integrated estate planning operating platform ("Platform") and certain optional services, including Website Design & Hosting ("Website Services") and Digital Marketing & Client Acquisition ("Amplify").

The Platform is a mandatory service under all Agreements. Website Services and Amplify are optional services and apply only if selected in the applicable Service Order Form.

1.2 Platform Services (Mandatory)

DeNovo grants the Attorney Practice access to its cloud-based Platform, which may include:

• Guided digital intake and estate planning workflows
• Client-facing intake experiences hosted by DeNovo on behalf of the Attorney Practice
• Workflow automation and progress tracking
• Document preparation and structured data delivery to the Attorney Practice via the Platform interface, email, or other methods specified in the Service Order Form
• AI-assisted support functionality
• Integrated billing tools
• Secure hosting and data storage

The specific Platform features included in each engagement are described in the applicable Service Order Form. Not all features listed above will apply to every engagement.

The Platform is provided as a software-as-a-service (SaaS) offering and is hosted and maintained by DeNovo.

1.3 Website Services (Optional)

If selected in the Service Order Form, DeNovo will design, host, and maintain a website for the Attorney Practice.

Website Services may include:

• Website design and development
• Hosting and infrastructure management
• Ongoing maintenance and performance optimization
• Integration with the Platform

Unless otherwise specified, DeNovo retains ownership of underlying website frameworks and technology. The Attorney Practice retains ownership of its trademarks, logos, and firm-generated content.

1.4 Amplify (Optional)

If selected in the Service Order Form, DeNovo will provide managed digital marketing and client acquisition services.

Amplify may include:

• Marketing strategy and brand positioning
• Content development
• Search engine optimization
• Paid advertising campaign management
• Performance tracking and reporting
• Integration with Platform intake workflows

DeNovo does not guarantee any specific marketing outcomes, lead volume, or revenue results.

Subject to payment of fees and compliance with this Agreement, DeNovo grants the Attorney Practice a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Term solely for its internal business purposes.

The Attorney Practice may not:

• Reverse engineer or attempt to access source code
• Resell or sublicense the Platform
• Use the Platform to provide services to third parties other than its clients
• Circumvent security controls

All rights not expressly granted are reserved by DeNovo.

The Attorney Practice acknowledges and agrees:

• It is solely responsible for the provision of legal advice
• It maintains full responsibility for attorney-client relationships
• It is responsible for compliance with all applicable professional and ethical rules
• It will independently review all client documents prior to execution
• It will ensure that use of the Platform complies with applicable laws

DeNovo does not provide legal advice and does not enter into attorney-client relationships with the Attorney Practice's clients.

The Platform may include AI-assisted features designed to support workflows and administrative efficiency.

AI outputs are informational and assistive in nature. The Attorney Practice is solely responsible for reviewing, validating, and approving all content and documents generated or assisted by AI functionality.

DeNovo makes no representation that AI-generated outputs are complete, accurate, or legally sufficient.

Fees are set forth in the applicable Service Order Form.

Fees may include one-time setup fees, recurring subscription fees, and per-matter or usage-based fees, each as specified in the Service Order Form.

Unless otherwise stated:

• Fees are non-refundable
• Payments are due as specified in the Service Order Form
• Late payments may result in suspension of services

The Service Order Form may specify billing commencement dates, fee waivers, or other billing terms that supplement or modify the default payment schedule. In the event of a conflict, the Service Order Form controls.

DeNovo may suspend access to the Platform or optional services for non-payment.

6.1 Data Ownership

The Attorney Practice retains ownership of all client data collected through, submitted to, or stored on the Platform on behalf of the Attorney Practice ("Practice Data").

DeNovo may use aggregated and de-identified data that cannot reasonably be linked to any individual client or the Attorney Practice for the purposes of service improvement, product development, and industry benchmarking. DeNovo will not sell Practice Data or share identifiable Practice Data with third parties except as required to provide the services or as required by law.

6.2 Security

DeNovo maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Practice Data.

While DeNovo implements enterprise-grade security measures, no system is guaranteed to be completely secure.

Each party may receive confidential information from the other.

Each party agrees to:

• Use confidential information solely for purposes of this Agreement
• Protect such information using reasonable safeguards
• Not disclose confidential information except as required by law

Confidentiality obligations survive termination.

DeNovo retains all rights, title, and interest in and to:

• The Platform
• AI systems
• Underlying software
• Templates, clause libraries, and workflows
• Marketing frameworks and methodologies

The Attorney Practice retains ownership of its firm name, branding, trademarks, and original content it provides.

9.1 Term

The Agreement begins on the effective date specified in the Service Order Form and continues for the term specified therein.

9.2 Termination for Cause

Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice.

Additional termination rights, including termination for convenience, may be specified in the applicable Service Order Form.

9.3 Effect of Termination

Upon termination:

• Platform services, including document delivery and intake access, will cease
• Optional services will cease
• Outstanding fees remain payable
• DeNovo will deliver any remaining Practice Data to the Attorney Practice in a commonly used electronic format (e.g., CSV, PDF) within thirty (30) days of the termination effective date, upon reasonable request
• The Attorney Practice may request additional data exports for up to ninety (90) days following termination

THE SERVICES ARE PROVIDED "AS IS."

DENOVO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

DENOVO DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE
• MARKETING SERVICES WILL PRODUCE SPECIFIC RESULTS
• AI OUTPUTS WILL BE COMPLETE OR LEGALLY SUFFICIENT

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

DENOVO'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE ATTORNEY PRACTICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

DENOVO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.

The Attorney Practice agrees to indemnify and hold harmless DeNovo from claims arising out of:

• Legal advice provided by the Attorney Practice
• Professional malpractice
• Violations of professional rules
• Content provided by the Attorney Practice

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

DeNovo may update these Terms from time to time. DeNovo will provide the Attorney Practice with at least thirty (30) days written notice of any material changes. If the Attorney Practice does not agree to material changes, it may terminate the Agreement by providing written notice within the thirty (30) day notice period, effective at the end of the then-current billing cycle. Continued use of the Services after the notice period constitutes acceptance of the updated Terms.

All notices under this Agreement must be in writing and delivered by email to the addresses specified in the applicable Service Order Form. Notices are deemed received on the business day following transmission. Either party may update its notice address by providing written notice to the other party.

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government actions, power failures, internet disruptions, or third-party service outages. The affected party will provide prompt notice and use reasonable efforts to mitigate the impact.

This Agreement is governed by the laws specified in the Service Order Form.