Member License Agreement

LEGACYKEY™ PROGRAM
Member License and Services Agreement
LegacyKey | South Bend, Indiana
Version 3.6

IMPORTANT — READ BEFORE ACCEPTING: THIS AGREEMENT GOVERNS YOUR USE OF THE LEGACYKEY TRADEMARK, OPERATING SYSTEM, AND PROGRAM. BY ACCEPTING THIS AGREEMENT AT CHECKOUT — OR BY SIGNING IT, WHERE IT IS EXECUTED AS A SIGNED DOCUMENT — YOU REPRESENT THAT: (1) YOU ARE A LICENSED ATTORNEY IN GOOD STANDING; (2) YOU HAVE READ THIS AGREEMENT IN FULL; AND (3) YOU INDEPENDENTLY ACCEPT RESPONSIBILITY FOR COMPLIANCE WITH ALL APPLICABLE RULES OF PROFESSIONAL CONDUCT IN EVERY JURISDICTION WHERE YOU PRACTICE. COMPANY MAKES NO REPRESENTATION THAT USE OF THE PROGRAM COMPLIES WITH THE PROFESSIONAL RESPONSIBILITY RULES OF ANY JURISDICTION.

This Member License and Services Agreement (this “Agreement”) is entered into by and between Archelion, LLC, an Indiana limited liability company doing business as LegacyKey (“Company”), and the licensed attorney who enrolls in the LegacyKey Program and accepts this Agreement (“Member”). This Agreement is effective on the Checkout Date.

This Agreement incorporates by reference the LegacyKey pricing schedule available at GetLegacyKey.com and the LegacyKey Terms of Service, LegacyKey Privacy Policy, and LegacyKey Brand Guidelines available at LegacyKeyProgram.com, each and all as amended from time to time. In the event of a conflict between this Agreement and any incorporated document, this Agreement controls.

1. DEFINITIONS

“Activation Date” The date on which Company delivers the Member’s OS login credentials to the Member. The initial twelve-month term of this Agreement, and every renewal term, is measured from the Activation Date, and each anniversary of the Activation Date is the Member’s “anniversary date” for purposes of Sections 7.2, 7.4, and 7.6. The Activation Date is not the Checkout Date, and the two may fall on different dates. No OS login credentials are delivered, and no Program feature, service, or benefit is made available, to any Member before September 8, 2026. For any Member whose Checkout Date occurs before September 8, 2026, Company will deliver OS login credentials on September 8, 2026, and September 8, 2026 is that Member’s Activation Date. For any Member whose Checkout Date is on or after September 8, 2026, Company will deliver OS login credentials on the Checkout Date, so that the Activation Date and the Checkout Date are the same date.

“Checkout Date” The date the Member completes checkout through the OS enrollment flow, accepts this Agreement, and pays the Member Deposit, except that where Company and the Member execute this Agreement as a signed document — including enrollment at the EXCLUSIVE tier under Section 4.3 — the Checkout Date is the date the Member signs and pays the Member Deposit. The Checkout Date establishes (i) the Member’s Membership Fee rate for the initial term under Section 7.1, (ii) eligibility for and sequence within any Soft Launch Offer under Section 7.10, and (iii) the rate to which any lifetime rate lock under Section 7.10 attaches.

“Advisor” Any professional who is neither employed by nor contracted to the Member’s law firm, and who is not authorized support staff within the meaning of Section 4.1, who enrolls in Member’s LegacyKey Advisor Network through the OS, subject to the Advisor Participation Agreement.

“Advisor Network” The informal, Member-administered group of Advisors whom the Member has invited to use an OS advisor portal to refer clients to the Member. The Advisor Network is a descriptive label only and does not constitute, and shall not be construed to create, any of the following: (i) a certification, accreditation, credential, or endorsement of any Advisor by Company or Member; (ii) any contract, agency, employment, partnership, joint venture, or other legal relationship between Company or Member and any Advisor; (iii) a separate legal entity, association, or organization of any kind; (iv) membership, ownership, partnership, “of counsel” status, or any other affiliation with or position at Company or the Member’s law firm; or (v) any status, license, or authority to practice law or to hold oneself out as affiliated with any legal service provider. Each Advisor’s only relationship in connection with the Program is with a Member, and is governed solely by the Advisor Participation Agreement between the Member and that Advisor. Company’s role is limited to providing the OS as a technology service to the Member; Company does not select, vet, certify, contract with, compensate, or supervise any Advisor; Company reserves only its rights to protect and enforce the Trademark as provided in Sections 3.5 through 3.8.

“Advisor Participation Agreement” The written agreement between Member and each Advisor governing the Advisor’s use of the OS and conduct in connection with the Program. Member is responsible for obtaining this agreement before activating any Advisor’s OS advisor portal.

“Brand Guidelines” The LegacyKey Brand Guidelines published by Company at LegacyKeyProgram.com, as amended from time to time.

“Client” Any individual who engages Member through the LegacyKey client journey for estate planning legal services. Clients are exclusively Member’s clients. Company collects from Clients only the categories of data specified in Section 8.1. All other information is handled by Member outside the OS.

“Client Disclosure and Consent Notice” The written disclosure required to be presented to each Client before engagement through the OS, describing, at minimum: the referral relationship, the absence of advisor compensation, and the Client’s right to work with any attorney.

“Confidential Information” Non-public business, technical, financial, or operational information of either party disclosed in connection with this Agreement, including program methodology, pricing, OS architecture, client contact data, and advisor lists.

“Digital Marketing Specialist Services” The dedicated digital marketing services delivered by Company through its vendor network to ENTERPRISE- and EXCLUSIVE-tier Members as provided in Section 4.4.

“Five Doors” The five-stage client journey facilitated by the OS: (1) Engage, (2) Legal Fee, (3) Workshop, (4) Draft, (5) Sign. The OS tracks seven operational status tags supporting this journey, certain of which are internal sub-stages not surfaced to Clients; the Five Doors represent the client-facing brand framework.

“Legal Services” Estate planning legal services provided by Member to Clients, including legal representation, advising, and preparation of legal documents. Legal Services are provided solely by Member as a licensed attorney. Company does not provide Legal Services.

“Member” The licensed attorney who has enrolled in the LegacyKey Program and accepted this Agreement. Acceptance is made by completing checkout through the OS enrollment flow or, where this Agreement is executed as a signed document, by signing it.

“Member Deposit” The one-time deposit of Five Hundred Dollars ($500) payable by every Member at checkout, credited against the Member’s first invoice bearing a Membership Fee, as provided in Section 7.1(c).

“Membership Fee” The monthly subscription fee payable for the Member’s selected tier per the pricing schedule published at GetLegacyKey.com on the Member’s Checkout Date, subject to the rate lock in Section 7.9 and to any Soft Launch Offer under Section 7.10.

“OS” The LegacyKey operating system: the multi-tenant SaaS platform providing the attorney dashboard, advisor portals, client journey automation, automated email and SMS workflows, educational workshop hosting, training library, and marketing suite.

“Program” The complete LegacyKey estate planning delivery coordination system, consisting of the OS, trademark license, training resources, marketing suite, and program methodology.

“Soft Launch Offer” Each of the limited-availability offers described in Section 7.10: the Launch Bonus, the Founding Firm rate lock, the Vanguard Elite rate, and the Free Enterprise offer.

“Soft Launch Period” The span of time in which Company makes the Soft Launch Offers available, beginning at 8:00 a.m. Eastern Time on August 14, 2026, and ending at 11:59 p.m. Eastern Time on September 7, 2026. Eligibility is measured by Checkout Date, not Activation Date. No Soft Launch Offer is available to any Member whose Checkout Date occurs on or after September 8, 2026.

“Total Business Integration” Has the meaning given in Section 4.4.

“Trademark” The LegacyKey trademark and all associated brand assets owned by Company.

2. NATURE OF THE PROGRAM

2.1 What LegacyKey Is

LegacyKey is a business marketing and communications service for licensed estate planning attorneys. The Program provides: a licensed trademark and brand identity; a multi-tenant software for coordinating the client journey; automated workflow communications sent on Member’s behalf; OS advisor portals enabling non-attorney professionals to refer clients through a structured process; a stock marketing suite and training library; and tier-specific business support services.

2.2 What LegacyKey Is Not

LEGACYKEY IS NOT A LAW FIRM. Company does not provide legal services, legal advice, or legal guidance of any kind. Company does not handle, collect, transmit, or store any estate planning information, legal content, attorney-client communications, or legal work product. All legal services are provided solely by Member acting as a licensed attorney, outside the OS, under Member’s own professional license and responsibility. LEGACYKEY IS NOT A LAWYER REFERRAL SERVICE. Company does not advertise legal services to the public or connect prospective clients with attorneys, and does not engage in marketing directed at clients looking for legal help. Company charges attorneys a subscription fee that is not contingent on the number of Clients engaged, the value of any Client engagement, or any referral. No legal service fee flows to Company at any point.

2.3 No Mandatory Legal Requirements

Nothing in this Agreement, the OS, or any Program material requires Member to prepare any specific legal document for any Client, follow any specific legal workflow, or deliver any specific legal work product. Member retains sole and exclusive professional judgment over the scope, content, and quality of all Legal Services. References to foundational estate planning documents in Program materials are descriptions of common outcomes, not mandates imposed by Company.

3. TRADEMARK LICENSE

3.1 Grant

Subject to the terms of this Agreement, Company grants Member a limited, non-exclusive, non-transferable, revocable license during the term to use the LegacyKey trademark and associated brand assets solely in connection with Member’s participation in the Program and promotion of Member’s estate planning practice, strictly in accordance with the Brand Guidelines.

Member’s use of the Trademark and all Derived Marks (as defined in Section 3.8) must include the ™ symbol on the first prominent use in any document, communication, marketing material, website, social media profile, or other medium. This requirement applies equally to the primary LegacyKey™ mark and to the licensee variant format for Derived Marks: “LegacyKey™ by [Member Firm Name].” The ™ symbol signals Company’s claim of trademark rights in both the primary mark and all approved derivations.

3.2 Permitted Uses

• Identify Member’s participation in the LegacyKey Program in professional communications and marketing materials;
• Display LegacyKey branding within the OS environment as configured by Company;
• Reference LegacyKey in attorney bio pages, firm websites, and advisor-facing and client-facing materials within the Brand Guidelines.

3.3 Prohibited Uses

Member shall not:

• Use the Trademark to imply that Company provides legal services;
• Sublicense the Trademark to any third party, except as expressly permitted by Section 3.7;
• Use the Trademark in any manner that could mislead clients, advisors, or the public about the nature of the Program or the attorney-client relationship;
• Register, apply to register, or claim ownership of the Trademark or any confusingly similar mark;
• Use the Trademark after termination of this Agreement for any reason.

3.4 Ownership and Goodwill

Member acknowledges that Company owns all right, title, and interest in and to the Trademark. Member’s use of the Trademark inures solely to the benefit of Company. All goodwill arising from Member’s use of the Trademark belongs exclusively to Company. Member will not take any action inconsistent with this ownership.

3.5 Quality Control

All use of the Trademark must meet the standards set forth in the Brand Guidelines. Company reserves the right to inspect Member’s use of the Trademark including all advisor sublicense use, and to require correction of any non-compliant use. Repeated or material non-compliance with the Brand Guidelines is grounds for termination of the trademark license and this Agreement. Member acknowledges that unauthorized use or misuse of the Trademark may cause irreparable harm to Company for which monetary damages would be an inadequate remedy, and that Company is entitled to seek injunctive or other equitable relief in addition to any monetary damages, without the necessity of proving actual damages or posting bond.

3.6 Trademark Monitoring

Member agrees to promptly notify Company of any unauthorized use of the LegacyKey Trademark that comes to Member’s attention, and to cooperate with Company’s reasonable efforts to enforce its trademark rights.

3.7 Advisor Sublicense

Member may extend a limited sublicense of the LegacyKey Trademark to Advisors enrolled in Member’s network, solely for the purpose of identifying the LegacyKey Program as an optional estate planning resource in Advisor’s client-facing communications. This sublicense is:

• Limited to factual references identifying LegacyKey as a program through which Advisor’s clients may access estate planning services;
• Conditioned on Advisor’s continued execution of and compliance with the Advisor Participation Agreement and Brand Guidelines;
• Non-transferable — Advisors may not further sublicense to any third party;
• Automatically revoked upon deactivation of the Advisor’s OS advisor portal access for any reason.

Permitted Advisor uses include: referencing LegacyKey by name in email signatures, professional bios, and client communications as a recommended estate planning resource; displaying the LegacyKey name or approved logo in Advisor’s professional materials as a program affiliation; and verbally identifying LegacyKey to prospective clients as a preferred estate planning access point.

Prohibited Advisor uses include: any use implying that LegacyKey is itself a legal service provider; any use implying that Advisor is a member of a law firm or legal service provider; any use that does not comply with the Brand Guidelines; and any use that continues after deactivation of the Advisor’s OS advisor portal.

Member is responsible for any trademark use by Advisors under this sublicense and shall promptly notify Company of any Advisor misuse that comes to Member’s attention.

Termination of this Agreement, for any reason and by any party, automatically and simultaneously terminates all Advisor sublicenses granted by Member under this Section, by operation of this Agreement, without any further act required by Company or Member. No Advisor sublicense survives the termination of this Agreement or the Member membership from which it derives. Individual deactivation of a single Advisor’s OS advisor portal access by Member terminates that Advisor’s sublicense immediately and completely, independent of the status of any other Advisor in Member’s network or of Member’s own membership. In both cases, the terminated Advisor’s right to use the LegacyKey Trademark, name, and all brand assets ceases immediately upon the triggering event.

All goodwill generated by Advisor use of the LegacyKey Trademark or any derivation thereof under this sublicense inures exclusively to Company. Advisors acquire no trademark rights through their use.

3.8 Derived Marks, Goodwill, and Quality Control

The licensed display format “LegacyKey™ by [Member Firm Name]” and any other derivation of the LegacyKey Trademark used by Member or Member’s Advisors under this Agreement (each a “Derived Mark”) are claimed by Company as variants of the LegacyKey Trademark. Member acknowledges and agrees that:

• Company claims trademark rights in all approved derivations and display formats of the LegacyKey Trademark, including the licensee variant format specified in the Brand Guidelines;
• All goodwill generated by Member’s or any Advisor’s use of any Derived Mark — including any goodwill arising from the specific combination of the LegacyKey mark with Member’s firm name — inures exclusively to the benefit of Company, not to Member or any Advisor;
• Member acquires no trademark rights, common law or otherwise, in any Derived Mark through Member’s use under this Agreement, regardless of the duration or commercial success of that use;
• The quality control provisions of this Agreement — including Brand Guidelines compliance, Company’s inspection rights, and Company’s approval rights over new contexts of use — constitute the quality control required to maintain a valid trademark license. Member’s acceptance of this Agreement is an explicit acknowledgment that this license is conditioned on quality control, and that use of the Trademark or any Derived Mark outside those controls is unauthorized use that may invalidate the license;
• Upon termination of this Agreement for any reason, Member’s and all Advisors’ rights to use the Trademark and all Derived Marks terminate immediately, and no continuing rights of any kind survive termination.

4. OS ACCESS AND PROGRAM SERVICES

4.1 Access Grant

Following the Checkout Date and receipt of the Member Deposit, Company will deliver the Member’s OS login credentials as follows: no OS login credentials, and no Program feature, service, or benefit, are delivered or made available to any Member before September 8, 2026; for any Member whose Checkout Date occurs before September 8, 2026, Company will deliver the Member’s OS login credentials on September 8, 2026, which is that Member’s Activation Date; and for any Member whose Checkout Date is on or after September 8, 2026, Company will deliver the Member’s OS login credentials on the Checkout Date, as soon as reasonably practicable following receipt of the Member Deposit, which is that Member’s Activation Date. The date Company delivers those credentials is the Activation Date, and the initial twelve-month term begins on that date. On the Activation Date, all Program features, services, and benefits at the Member’s tier become available together, except the Annual Members Event and on-site team training, which is not available until calendar year 2027 as provided in Sections 4.3 and 4.4. If Company has not delivered credentials to a Member by September 8, 2026, that Member is entitled to a full refund of the Member Deposit on written request, as provided in Section 7.1(c). Access is granted to Member as the licensed attorney of record and is limited to use in connection with Member’s law practice and the Program.

Member’s authorized support staff — including paralegals, legal assistants, office managers, and other nonlawyer assistants employed by or contracted to Member’s law firm in direct support of Member’s provision of legal services — may access and operate the OS under Member’s credentials and on Member’s behalf. All such use is subject to Member’s direct supervision and constitutes Member’s use of the OS for purposes of this Agreement.

No additional licensed attorneys may access or use the OS under Member’s membership. Each attorney who wishes to use the LegacyKey Program must hold their own individual Member license. Member may not share OS access with any attorney colleague, partner, associate, or of-counsel attorney, whether at the same firm or otherwise, under the theory that such use constitutes support staff assistance. Nonlawyer personnel assisting Member’s delivery of legal services are authorized; additional licensed attorneys are not. Use of a single Member license to support the estate planning practice of more than one licensed attorney — including in a firm where attorneys practice jointly — is expressly prohibited and constitutes a material breach of this Agreement.

Member is responsible for all activity that occurs through Member’s OS account, whether performed by Member directly or by authorized support staff. Member assumes full professional responsibility under ABA Model Rule 5.3 for supervising non-attorney personnel who access the OS on Member’s behalf, and for ensuring their conduct within the system is consistent with Member’s professional obligations.

Member may not share login credentials with any person outside of the authorized support staff described above, and may not permit access by any unauthorized party under any circumstances.

4.2 How the OS Works

The OS facilitates the LegacyKey Five Doors client journey through automated workflow communications and status tracking. The OS does not handle legal content. Specifically:

• The OS sends automated emails and SMS messages on Member’s behalf at defined status stages;
• The OS hosts Member’s educational workshop video, accessible to Clients upon attorney-confirmed payment;
• The OS provides Advisors with a read-only dashboard showing referred client count and client journey status only;
• The OS collects from Clients only the categories of data specified in Section 8.1.
• All intake, document drafting, legal advice, attorney-client communications, and legal work product are handled by Member outside the OS using Member’s own systems.

4.3 Program Services by Tier

The following availability limits apply to all Members regardless of tier: (i) the Annual Members Event and on-site training will not be available until calendar year 2027 — Company will notify Members as these come available; (ii) all other benefits will remain unavailable until September 8, 2026; and (iii) tier Upgrades are not available before September 8, 2026, as provided in Section 7.5. EXCLUSIVE tier membership is not available through self-service enrollment; it requires direct outreach to Company and written approval by an authorized Company representative. No EXCLUSIVE membership is effective until a Territory Addendum specifying the jurisdiction has been signed by both parties.

The Soft Launch Offers described in Section 7.10 are available only to a Member whose Checkout Date occurs during the Soft Launch Period. On and after September 8, 2026, no Soft Launch Offer is available to any new or existing Member, and all Program features and services described in this Section are generally available to every Member at the Member’s tier, subject only to the limitation on the Annual Members Event stated above.

(a) Additional Jurisdictions. Each Member account is predicated on the Member’s practice within a single primary jurisdiction (the “Primary Jurisdiction”), identified and collected within the OS at account setup. Member is responsible for ensuring that this information is accurate and kept current. The Primary Jurisdiction is included in the Membership Fee at every tier at no additional charge. Additional Jurisdiction Fees are billed in arrears, in addition to the Membership Fee, on the monthly cycle described in Section 7.7.

For each additional jurisdiction in which the Member uses the Program to deliver Legal Services — meaning, without limitation, any jurisdiction under whose laws the Member prepares client estate plans, counsels clients, or otherwise renders Legal Services by way of the Program — the Member shall pay an additional fee of one thousand dollars ($1,000) per month, per additional jurisdiction (each, an “Additional Jurisdiction Fee”). This fee applies on top of the Member’s selected tier rate and applies regardless of the tier selected, and regardless of any Soft Launch Offer. A Member deploying the Program in the Primary Jurisdiction plus two additional jurisdictions, for example, would owe the applicable tier rate plus two thousand dollars ($2,000) per month.

The Member shall identify each additional jurisdiction within the OS before deploying the Program in that jurisdiction, and each Additional Jurisdiction Fee is billed in arrears on the monthly cycle described in Section 7.7, in addition to the Member’s tier Membership Fee. Nothing in this Section expands or limits the Member’s sole professional responsibility for compliance with the rules of professional conduct and licensing requirements of every jurisdiction in which the Member practices, as set forth in Section 5.

4.4 Total Business Integration

ENTERPRISE and EXCLUSIVE tier Members receive “Total Business Integration,” which for purposes of this Agreement means and includes: (a) an operational review of Member’s practice; (b) personal onboarding at setup; (c) private executive coaching up to five (5) hours per calendar month by appointment; (d) on-site team training for Member once per annum by appointment; (e) a custom-branded marketing suite created for Member’s firm; and (f) Digital Marketing Specialist Services as further described below. For all Members: the Annual Members Event, on-site training, and Digital Marketing Specialist Services are not available until calendar year 2027. Unused coaching hours are forfeited at month-end and do not roll over.

Digital Marketing Specialist Services. With the intention of attracting and retaining additional business, ENTERPRISE and EXCLUSIVE tier Members receive dedicated digital marketing services delivered by Company through its network of third-party vendors. These services may include the vendor’s operation of, or action upon, the Member’s live public channels (including the Member’s Google Business Profile, website, and review profiles), but only to the extent the Member has expressly authorized such access in writing. The Member retains sole control over whether, when, and how any deliverable, edit, response, or posting is made public. No content is published, posted, submitted, or transmitted to the public on the Member’s behalf, and no change is made to any live Member channel, except pursuant to the Member’s prior written approval or the Member’s standing written authorization for a specified channel or content type, which the Member may narrow or revoke at any time. All Digital Marketing Specialist Services constitute the Member’s own attorney communications, published by or at the direction of the Member. Digital Marketing Specialist Services consist of strategy, recommendations, and marketing deliverables prepared for the Member, including:

(a) Google Business Profile management: ongoing optimization of the firm’s GBP listing, including category tuning, photo updates, Q&A management, and review-response strategy to maintain and improve local map-pack ranking; (b) Local SEO: monthly citation review, NAP consistency monitoring, and keyword ranking reports for primary city/market targeting on estate-planning search terms; (c) Monthly SEO content creation: one blog post or practice-area page per month targeting a high-value long-tail keyword relevant to estate planning in the Member’s market, furnished to the Member for approval and use as provided above; (d) Review generation strategy: guidance and implementation support for generating consistent, high-quality Google reviews; (e) Technical SEO monitoring: ongoing oversight of technical SEO health, including indexing, broken links, mobile usability, site-speed observations, and basic crawlability checks; (f) Competitive market monitoring: regular monitoring of competing estate-planning firms in the Member’s market, including changes in rankings, review growth, content strategy, and local visibility opportunities; (g) Website conversion optimization: ongoing recommendations to improve on-site conversion, including CTA, intake flow, contact forms, trust signals, and user-experience alignment toward consultation requests; (h) AI search optimization: ongoing optimization intended to improve visibility in AI-driven search surfaces (including Google AI Overviews, ChatGPT, Perplexity, and voice searches), including content optimization, FAQ expansion, topical authority development, schema markup, and conversational-search targeting focused on estate-planning and elder-law topics; (i) a monthly performance report; (j) one thirty-minute strategy call per month; and (k) a quarterly AI and search trends update.

The approval and authorization requirements stated at the beginning of this Section apply to every item (a) through (k), including any item that involves action on a live Member channel, review solicitation or response, or publication of public-facing content.

The specific channels, deliverables, hours, and reporting cadence of Digital Marketing Specialist Services are further described in partner-network materials made available to eligible Members from time to time. Company may substitute the partner-network provider or reasonably adjust the composition of Digital Marketing Specialist Services upon prior written notice to affected Members, provided that no such change materially reduces the aggregate scope of the services described above. All Digital Marketing Specialist Services relate solely to marketing and are not legal advice. Because all such services are published by or at the direction of the Member and constitute the Member’s own attorney communications, the Member retains sole professional responsibility for the content, approval, and regulatory compliance of any resulting attorney advertising — including compliance with applicable advertising and solicitation rules — in accordance with Sections 4.7 and 5. Company and its vendor act solely as marketing service providers and not as the publisher of the Member’s advertising.

4.5 Platform Availability

Company will use commercially reasonable efforts to maintain OS availability. Company does not guarantee uninterrupted or error-free access. Planned maintenance will be communicated in advance where practicable.

4.6 Modifications and Core Functionality

Company reserves the right to modify, update, or discontinue any OS feature with reasonable prior notice to Member. Company will not materially reduce or eliminate any core OS functionality — being the specific functions described in the first four bullets of Section 4.2 — without providing Member written notice at least thirty (30) days in advance.

If any function listed in Section 4.2 is unavailable, non-functional, or materially degraded for a continuous period of ten (10) or more calendar days due to any cause within Company’s reasonable control, Member may elect to terminate this Agreement without penalty by providing written notice to Company within thirty (30) days of the end of the outage period. This termination right does not apply to outages caused by scheduled maintenance communicated in advance or to outages caused by Member’s own actions or configurations. For the avoidance of doubt, force majeure events and third-party service provider failures outside Company’s reasonable control do not satisfy the trigger in the preceding sentence. The addition or removal of non-core features, interface changes, workflow modifications, or updates to Stock Content (as defined in Section 4.7) do not constitute a material reduction in core functionality for purposes of this Section.

4.7 Stock Content — Authorization by Non-Replacement

The LegacyKey OS includes stock informational content produced by Company for use in the attorney’s client- and advisor-facing environments (“Stock Content”) and public marketing efforts. Stock Content is designed to provide usable collateral for informing others on the nature and purpose of the Program, some of which may be used for educating clients on estate planning concepts to better prepare them for their legal engagement with Member. Stock Content does not constitute legal advice, does not address any client’s specific legal situation, and does not substitute for Member’s professional judgment or legal representation. Marketing materials furnished under Digital Marketing Specialist Services that the Member elects to load into the OS or publish are subject to the Member’s review and approval obligations under this Section and Section 5, to the same extent as other content.

Member may replace certain Stock Content with custom content of Member’s own creation through the OS content settings. Member is especially encouraged to record and upload custom welcome and workshop videos reflecting Member’s own voice, jurisdiction, and client relationships.

Wherever Member has not replaced Stock Content with custom content, Member’s continued use of the OS and delivery of the client journey through Member’s account constitutes Member’s express authorization for Company to present that Stock Content to clients on Member’s behalf, as educational material provided under the supervision and authority of Member’s law practice. Member acknowledges and agrees that:

• Stock Content is general and educational in nature and does not constitute legal advice in any jurisdiction;
• Member remains solely responsible for ensuring that any content delivered through Member’s OS environment — whether Stock Content or custom content — complies with applicable attorney advertising rules, professional conduct rules, and any jurisdiction-specific requirements governing attorney communications;
• Member’s authorization of Stock Content through non-replacement does not transfer any professional responsibility for the content of that material to Company; Company remains a technology platform, not a legal service provider, with respect to all content delivered through the OS;
• Member is responsible to review and affirmatively approve all Stock Content before activating the client journey, or replace it with custom content. This obligation applies without regard to whether Member’s jurisdiction independently requires supervising-attorney review of public-facing content, and is stated identically in Section 5.6.

Company reserves the right to update Stock Content from time to time. Member will be notified of material updates to Stock Content and will have thirty (30) days from the date of notice to review the updated content and, if Member does not wish to authorize the updated version, to replace it with custom content. Updated Stock Content will not be presented to any Client through Member’s OS environment before the expiration of that thirty-day period. Continued use of the OS following the thirty-day notice period, without replacement, constitutes authorization of the updated Stock Content under the same terms as this Section.

5. PROFESSIONAL RESPONSIBILITY

This Section governs Member’s obligations as a licensed attorney. These provisions exist because the Program involves attorney conduct regulated by state bars. Member must read this Section carefully and independently assess compliance with all applicable rules of professional conduct before activating the Program.

5.1 Member’s Independent Professional Judgment

Member retains sole and exclusive professional judgment over all aspects of legal representation. Nothing in this Agreement, the OS, the Program methodology, or any communication from Company shall be construed to direct, control, limit, or substitute for Member’s professional judgment with respect to:

• The scope, content, or quality of Legal Services provided to any Client;
• The specific documents prepared for any Client;
• Fee structures, billing practices, or fee agreements with Clients;
• Whether to accept, decline, or terminate representation of any Client;
• Any decision governed by applicable rules of professional conduct.

5.2 Bar Compliance — Member’s Sole Responsibility

Member is solely responsible for compliance with the rules of professional conduct in every jurisdiction in which Member is licensed and practices. Member represents and warrants that, before activating the Program in any jurisdiction, Member has independently assessed compliance with all applicable rules, including without limitation:

• Attorney advertising and solicitation (ABA Model Rules 7.1, 7.2, 7.3 and state equivalents);
• Value given to non-attorney referral sources (ABA Model Rule 7.2(b) and state equivalents);
• Fee-sharing with non-lawyers (ABA Model Rule 5.4 and state equivalents);
• Unauthorized practice of law (ABA Model Rule 5.5 and state equivalents);
• Client confidentiality and scope of third-party communications (ABA Model Rules 1.6, 1.8 and state equivalents);
• Disclosure and informed consent regarding referral relationships (ABA Model Rules 1.4, 1.7 and state equivalents);
• Supervision of non-lawyer personnel and agents (ABA Model Rule 5.3 and state equivalents).

Company makes no representation that use of the Program complies with the professional responsibility rules of any jurisdiction. Member is encouraged to consult the ethics counsel of each relevant state bar before activating the Program in that jurisdiction and to document that consultation.

5.3 Absolute Prohibition on Advisor Compensation

Member shall not, and shall not permit any employee, agent, contractor, affiliate, or other person acting on Member’s behalf to, under any circumstances, pay or provide anything of value to any Advisor for directing clients to Member’s practice in connection with use of the Program. This prohibition is absolute and Member shall not deviate from this structure, as the Program is designed to provide no financial benefit to Advisors. For the avoidance of doubt, the limited trademark sublicense granted under Section 3.7 is extended for brand-integrity and source-identification purposes only; it is available on identical terms to every enrolled Advisor without regard to whether that Advisor has referred any client; it confers no economic benefit and is revocable at will; and it is not, and shall not be construed as, consideration, compensation, or anything of value given for a recommendation of Member’s legal services.

5.4 Fee Discretion

If Member elects to charge Clients who engage through the Program a different legal fee than typically collected for the same work conducted outside the Program, Member represents that:

• The fee change reflects Member’s genuine professional judgment that the efficiency benefits of the Program justify a different fee under Rule 1.5;
• The fee change is applied at Member’s sole and independent discretion;
• The fee charged in all cases is reasonable under applicable professional conduct rules.

5.5 Advisor Supervision

Under ABA Model Rule 5.3 and its state equivalents, Member retains professional responsibility for the conduct of Advisors in Member’s network to the extent such conduct relates to the representation of Clients or the referral of legal business. Member agrees to:

• Provide each Advisor with the Advisor Participation Agreement before activating their OS advisor portal access, and retain a copy;
• Instruct each Advisor that the Advisor must present the portal link as an optional resource and must inform clients that they are free to work with any attorney of their choice;
• Monitor Advisor conduct through the OS and take corrective action, including immediate deactivation, if any Advisor misrepresents the Program, solicits clients impermissibly, or engages in conduct creating professional responsibility exposure for Member;
• Never instruct, encourage, or permit any Advisor to make representations that Member could not lawfully make directly.

5.6 Client Disclosures

Member is responsible for ensuring that each Client receives an appropriate Client Disclosure and Consent Notice together with Member’s own engagement agreement before engaging through the Program. Sample copies of these forms are provided within the attorney dashboard for reference only. Member is solely responsible for uploading Member’s own documents, conformed to the requirements of Member’s jurisdiction, and for ensuring that such notices accurately reflect Member’s specific advisor relationships and fee practices before use. Member is solely responsible for reviewing any and all Stock Content delivered through Member’s OS environment before activating the client journey, and for ensuring such content complies with applicable rules in Member’s jurisdiction. See Section 4.7.

5.7 Platform as Referral Service

Member acknowledges that in some jurisdictions, any platform linking attorneys to non-attorney referral sources may be characterized as a lawyer referral service subject to certification or regulatory requirements. Member is solely responsible for determining whether such requirements apply in Member’s jurisdiction and for satisfying them. Company’s position is that it provides a SaaS communications tool, not a referral service. Member may not rely on Company’s position as a substitute for Member’s own jurisdictional analysis.

6. ADVISOR NETWORK

6.1 Enrollment and Agreement

Member may enroll individual Advisors in Member’s network up to the limit of Member’s subscription tier. Each Advisor must execute the Advisor Participation Agreement before that Advisor’s OS advisor portal is activated. Member is responsible for obtaining, storing, and complying with the terms of that agreement. OS advisor portal activation constitutes Member’s representation that the Advisor has executed the Advisor Participation Agreement.

6.2 Advisor Obligations Member Must Ensure

Member is responsible for ensuring the following Advisor obligations:

• Advisor presents the Program as an optional resource — not a directed or exclusive referral;
• Advisor informs clients they are free to work with any attorney of their choice;
• Advisor does not provide legal advice or explain legal documents;
• Advisor receives no compensation of any kind from Member for referrals;
• Advisor has obtained any necessary employer and/or regulatory approval before participating.

6.3 Advisor Data

Advisor portal access is associated with Member’s OS account. Company holds Advisor data as a processor on Member’s behalf. Advisor names and contact information are Confidential Information and may not be transferred outside the OS or used for purposes unrelated to the Program without Advisor consent.

6.4 Deactivation

Member may deactivate any Advisor’s advisor portal access at any time through the OS. Deactivation is immediate. Member is responsible for providing to the Advisor, before or concurrently with deactivation, any notice required by the Advisor Participation Agreement beyond the notice automatically provided through the OS.

6.5 Advisor Count Limits by Tier

CORE: up to four (4) active Advisors. ELITE: up to twenty (20) active Advisors. ENTERPRISE and EXCLUSIVE: unlimited. Advisor counts are measured by active OS advisor portal accounts at any given time. Deactivated Advisors do not count against the limit.

7. FEES AND BILLING

7.1 Membership Overview; Billing

This Section 7.1 states the core commercial arrangement for every Member and controls in the event of any conflict with the more detailed provisions that follow in this Section 7, except that Section 7.10 (Soft Launch Offers) controls over this Section 7.1 to the extent of any conflict.

(a) Tier Selection. The Member selects a membership tier — CORE, ELITE, ENTERPRISE, or EXCLUSIVE — during the OS checkout flow. EXCLUSIVE tier enrollment is not available through self-service checkout and is subject to Section 4.3. The tier selected at checkout, together with the pricing schedule published on the Member’s Checkout Date, establishes the Member’s Membership Fee for the initial term. A later change in the published pricing schedule does not alter that rate, as provided in Section 7.9.

(b) Term. This Agreement is effective on the Checkout Date. The initial twelve-month term begins on the Activation Date — the date Company delivers the Member’s OS login credentials under Section 4.1 — and thereafter auto-renews for successive twelve-month terms under Section 7.2 unless terminated. Every anniversary date under this Agreement is an anniversary of the Activation Date.

(c) Member Deposit. Every Member owes a one-time Member Deposit of Five Hundred Dollars ($500), due and payable in full at checkout on the Checkout Date. The Member Deposit is payable by every Member at every tier, and is due regardless of any Soft Launch Offer under Section 7.10 — including by a Member whose Membership Fee is waived under Section 7.10(e). Company will not deliver OS login credentials, and no Activation Date occurs, until the Member Deposit is paid in full.

Credit. The Member Deposit is credited in full against the Member’s first invoice that includes a Membership Fee. For a Member whose Membership Fee is waived under Section 7.10(e), the credit is applied against the first invoice that includes a Membership Fee after the waiver period ends. The credit is applied once and is not credited against Additional Jurisdiction Fees or any other amount.

Refund. The Member Deposit is otherwise non-refundable, with one exception: if Company has not delivered the Member’s OS login credentials by September 8, 2026, the Member is entitled to a full refund of the Member Deposit on written request to Company. This exception is unavailable to a Member whose Checkout Date falls on or after September 8, 2026, because credentials are delivered to such Members on the Checkout Date under Section 4.1.

(d) Billing. Membership Fees are billed monthly in advance on the first day of each calendar month. The Member’s first invoice is issued on the first day of the calendar month following the Activation Date and equals the Member’s Membership Fee less the $500 Member Deposit credit, plus any Additional Jurisdiction Fees then due in arrears under Section 7.7. No Membership Fee is charged for the partial calendar month between the Activation Date and that first invoice. Each subsequent invoice, issued on the first day of each following calendar month, equals the full Membership Fee plus any Additional Jurisdiction Fees then due in arrears under Section 7.7. The Membership Fee rate in effect on the first day of a term is fixed for that entire term under Section 7.9. Additional Jurisdiction Fees are not rate-locked and are billed in arrears at the then-current published rate, as provided in Section 7.7.

(e) Soft Launch Offers. A Member whose Checkout Date occurs during the Soft Launch Period may be entitled to one or more Soft Launch Offers under Section 7.10. Section 7.10 is the sole provision under which a Member’s fees, rate protections, or benefits differ from the pricing schedule and the tier table in Section 4.3. No Soft Launch Offer is available to any Member whose Checkout Date occurs on or after September 8, 2026.

7.2 Auto-Renewal

This Agreement auto-renews for successive twelve-month terms on the anniversary of the Activation Date at the then-current rate — subject to the rate lock in Section 7.9 and to any lifetime rate lock under Section 7.10 — unless the Member provides written notice of non-renewal before the anniversary date. If the Member submits written notice of non-renewal on or after the anniversary date, the Agreement auto-renews for the next twelve-month term and the Member remains obligated to pay all Membership Fees and Additional Jurisdiction Fees for that renewed term in accordance with Section 7.4. Cancellation entered by the Member within the OS billing dashboard constitutes written notice for purposes of this Section. For the avoidance of doubt, the Member may elect not to continue the membership effective as of any anniversary of the Activation Date, including the first, by providing written notice of non-renewal before that anniversary, in which case the membership terminates at the end of the then-current term with no further payment obligation beyond that term.

7.3 Late Payment

Invoices unpaid after fifteen (15) days accrue interest at 1.5% per month or the maximum rate permitted by law. If any undisputed invoice is more than seven (7) business days past due, Company may suspend OS access until the overdue amount is paid. Suspension does not relieve Member of payment obligations.

7.4 Cancellation

Member may cancel at any time by written notice to Company; cancellation entered by the Member within the OS billing dashboard constitutes written notice. Cancellation is effective at the end of the then-current twelve-month term, subject to this Section. If the Member’s written notice of cancellation is received before the next upcoming anniversary date, the Agreement will not auto-renew and the membership terminates at the end of the then-current term with no further payment obligation beyond that term. If the Member submits written notice of non-renewal on or after the anniversary date, the Agreement auto-renews for one additional twelve-month term and the Member remains obligated to pay all Membership Fees and Additional Jurisdiction Fees for that renewed term as they come due; all remaining monthly invoices for the renewed term continue to be collected through term end. No refunds are issued for payments already made. The Member Deposit is non-refundable except as expressly provided in Section 7.1(c) (credential-delivery refund), and once credited against an invoice it is not refundable under any circumstances. OS access terminates at term end or payment default, whichever occurs first.

7.5 Tier Upgrades

A Member may change to a higher membership tier (“Upgrade”) at any time after September 8, 2026. No Upgrade may take effect before September 8, 2026; Company will not accept an Upgrade election that would take effect before that date, whether through the OS or manually. An Upgrade to the EXCLUSIVE tier is subject to Section 4.3 and is not effective until a Territory Addendum has been signed by both parties.

On the effective date of an Upgrade: (a) the Member becomes entitled to the full benefits of the elected tier, subject to the availability limits in Section 4.3; (b) monthly billing at the elected tier’s then-current rate commences on the first day of the calendar month following the Upgrade date, and no charge is assessed for the remainder of the calendar month in which the Upgrade date occurs; (c) Additional Jurisdiction Fees under Section 7.7 continue to be billed on the same cycle as the Membership Fee; and (d) the Upgrade initiates a new twelve-month commitment, and the auto-renewal anniversary is reset to the first day of billing under the Upgrade.

The effect of an Upgrade on a Founding Firm rate lock or a Vanguard Elite rate is governed by Section 7.10(c) and Section 7.10(d). The effect of an Upgrade on the Free Enterprise offer is governed by Section 7.10(e).

7.6 Tier Downgrades

Any Member may elect for a lower membership tier (“Downgrade”) at any time by written notice to Company or by election within the OS billing dashboard. Downgrade election does not take effect immediately and does not alter any current billing obligation.

A Downgrade takes effect on the Member’s next anniversary date following the election, regardless of when the election is made. No new anniversary date is created. Both the lower-tier benefits and the lower-tier billing rate become effective on that anniversary date simultaneously. Downgrade election does not shorten or alter the then-current twelve-month billing commitment; all Membership Fees and Additional Jurisdiction Fees for the current term continue to be collected through the anniversary date on which the Downgrade takes effect. Additional Jurisdiction Fees continue after a Downgrade at the same per-jurisdiction rate regardless of tier.

For any tier with an Advisor-count limit (CORE: four [4]; ELITE: twenty [20]), the Member’s active Advisor count must not exceed the newly elected tier’s maximum as of the anniversary date. The Member may deactivate Advisors at any time before the anniversary date to meet the cap; the OS will reflect the count as of that date. If the Member’s active Advisor count exceeds the elected tier’s limit as of the anniversary date, the Downgrade election fails: the Member remains at the current tier, a new full twelve-month billing cycle commences at the current tier rate on that anniversary date, and the Member may submit a new Downgrade election for the next anniversary. Company will notify the Member of a failed election. There is no proration for a failed election; the full twelve-month cycle at the current rate is due.

A Member who has fully cancelled this Agreement and later wishes to rejoin must complete a new enrollment and will receive a new Activation Date at whatever tier is selected; no prior anniversary date, billing history, or Soft Launch Offer carries over.

The effect of a Downgrade on a Founding Firm rate lock or a Vanguard Elite rate is governed by Section 7.10(c) and Section 7.10(d).

7.7 Additional Jurisdiction Fees

In addition to the Membership Fee for the Member’s selected tier, the Member shall pay an Additional Jurisdiction Fee of One Thousand Dollars ($1,000) per month for each jurisdiction, beyond the Member’s single Primary Jurisdiction, in which the Member deploys the Program to render Legal Services, as provided in Section 4.3(a). The Primary Jurisdiction is included in the Membership Fee at no additional charge. Additional Jurisdiction Fees apply regardless of the tier selected and are in addition to any promotional or tier-based pricing. Additional Jurisdiction Fees are payable by every Member, including a Member entitled to a Soft Launch Offer under Section 7.10, with one exception: the Free Enterprise offer under Section 7.10(e) waives Additional Jurisdiction Fees for the duration of that Member’s twelve-month free period. No other Soft Launch Offer waives, reduces, or locks the Additional Jurisdiction Fee, and no lifetime rate lock under Section 7.10 applies to it.

Additional Jurisdiction Fees are billed in arrears. For each additional jurisdiction the Member elects (adds) in the OS, one Additional Jurisdiction Fee of $1,000 is due for each calendar month in which that jurisdiction is elected, and that fee is billed on the first day of the immediately following calendar month, together with and on the same monthly cycle as the Member’s tier Membership Fee under Section 7.1(d). Billing for an additional jurisdiction therefore begins in the calendar month after the month in which the Member elects it in the OS. The calendar month in which the Member elects an additional jurisdiction always counts as a full month of election, whether or not the Member later discontinues that jurisdiction in the same month, so that at least one Additional Jurisdiction Fee is always billed for each jurisdiction the Member elects. Additional Jurisdiction Fees are not prorated for partial months. A Member may discontinue an additional jurisdiction at any time by updating the OS; no Additional Jurisdiction Fee is due for any calendar month beginning after the month in which the Member records the discontinuation, but the fee for the final month of election remains due and is billed on the first day of the following month. By way of example, a Member who elects an additional jurisdiction on April 1 and discontinues it on April 28 is billed one Additional Jurisdiction Fee of $1,000 on May 1 (for the month of April) and owes no further Additional Jurisdiction Fee for that jurisdiction thereafter. The $500 Member Deposit credit is not applied against any Additional Jurisdiction Fee. Additional Jurisdiction Fees already billed are non-refundable.

7.8 Jurisdiction Compliance

Member’s authorization to deploy the Program is limited to the Primary Jurisdiction and to each additional jurisdiction that the Member has (i) identified in the OS and (ii) paid for through a current Additional Jurisdiction Fee under Section 7.7 (each, an “Authorized Jurisdiction”). The Member shall not deploy the Program to render Legal Services in any jurisdiction that is not an Authorized Jurisdiction. Deploying the Program to render Legal Services in a jurisdiction for which the Member has not both identified that jurisdiction in the OS and paid the applicable Additional Jurisdiction Fee is a material breach of this Agreement.

The Member represents and warrants, on a continuing basis throughout the term, that every jurisdiction in which the Member deploys the Program to render Legal Services is an Authorized Jurisdiction. The Member shall update the OS to add a jurisdiction before, and as a condition of, deploying the Program to render Legal Services in that jurisdiction. Company may require the Member to attest periodically, through the OS, that the Member’s Authorized Jurisdictions are complete and accurate. A knowing false attestation constitutes willful misconduct for all purposes under this Agreement, including Sections 11.2, 11.3(b), and 13.3.

Upon Company’s discovery of any deployment in a jurisdiction that is not an Authorized Jurisdiction (an “Unauthorized Jurisdiction”), the following apply, without limiting any other remedy available to Company: (a) the Additional Jurisdiction Fee for each Unauthorized Jurisdiction shall be deemed to have accrued from the first month in which the Member deployed the Program in that jurisdiction, and the Member shall pay all such unpaid Additional Jurisdiction Fees, retroactive to that first month, and each such fee shall be deemed to have been invoiced on the last day of the month in which it accrued for purposes of computing interest under Section 7.3 (Late Payment), it being understood that no waiver of Additional Jurisdiction Fees under Section 7.10(e) applies to any Unauthorized Jurisdiction, and that retroactive Additional Jurisdiction Fees accrue for such jurisdiction from first deployment, including any month falling within a period in which the Member’s Membership Fee or Additional Jurisdiction Fees were otherwise waived; (b) Company may suspend the Member’s OS access under Section 13.4 or Section 13.5, or terminate this Agreement for cause under Section 13.3, at Company’s discretion; and (c) the Member’s indemnification obligations under Section 12 apply to any claim arising from the Member’s deployment of the Program in an Unauthorized Jurisdiction. Payment of retroactive Additional Jurisdiction Fees does not cure the breach unless Company accepts such payment in writing as a cure.

For the avoidance of doubt, the Member’s obligation to maintain accurate Authorized Jurisdiction information and to pay Additional Jurisdiction Fees is independent of, and in addition to, the Member’s sole professional responsibility under Section 5 for compliance with the licensing and professional-conduct rules of every jurisdiction in which the Member practices. Company’s collection of an Additional Jurisdiction Fee is not a representation by Company that the Member is authorized to practice law in that jurisdiction.

7.9 Rate Lock; Rate Changes

Except as provided in Section 7.10, the Membership Fee rate published on the Member’s Checkout Date is fixed for the entirety of the initial twelve-month term, and the rates in effect on the first day of any renewal term are fixed for the entirety of that renewal term. Company may publish revised rates at any time, but no revised rate applies to a Member before the first day of that Member’s next twelve-month term, meaning the Member’s next anniversary date under Section 7.2 or, for a Member who Upgrades under Section 7.5, the new billing start date established by that Upgrade. Company will provide written notice of any rate increase applicable to a Member’s next term at least sixty (60) days before that term begins. Notwithstanding the incorporation of the pricing schedule and the definition of “Membership Fee,” an amendment to the published pricing schedule does not alter a Member’s rate during a term. Notwithstanding Section 15.2, changes to rates are governed exclusively by this Section and by Section 7.10. For the avoidance of doubt, this rate lock applies to the Membership Fee only. Additional Jurisdiction Fees are never rate-locked and are always billed at the then-current published Additional Jurisdiction Fee rate under Section 7.7, regardless of any rate lock or Soft Launch Offer.

7.10 Soft Launch Offers

(a) General; Availability and Cutoff. The offers described in this Section (each a “Soft Launch Offer”) are available only to a Member whose Checkout Date occurs during the Soft Launch Period and who satisfies the eligibility conditions stated for that offer. All Soft Launch Offers cease on September 8, 2026. No Member whose Checkout Date occurs on or after September 8, 2026 is eligible for any Soft Launch Offer, whether or not the numerical limit for that offer has been reached, and no Soft Launch Offer may be granted, reinstated, or extended on or after that date. Eligibility for each numerically limited offer is determined by the order in which Members complete checkout, as recorded by the OS; Company’s records of checkout sequence are determinative. Company will confirm each Member’s Soft Launch Offer entitlements in the OS billing dashboard and by written notice. Soft Launch Offers are personal to the Member, are non-transferable, have no cash value, and may not be assigned, sold, or redeemed for cash or credit. A Member may hold more than one Soft Launch Offer, subject to the stacking rules in this Section. No Soft Launch Offer waives, reduces, or defers the Member Deposit under Section 7.1(c), which is due in full at checkout from every Member and is credited against the Member’s first invoice bearing a Membership Fee.

(b) Launch Bonus. Each of the first fifty (50) Members, at any tier, whose Checkout Date occurs during the Soft Launch Period receives: (i) personal onboarding at setup; (ii) one (1) author-signed copy of the method book Effortless, furnished in addition to the one-copy Method book benefit shown in the tier table in Section 4.3; and (iii) a total of two (2) in-person admission tickets to the first Annual Members Event, which will be held in calendar year 2027, regardless of the Member’s tier. These two tickets are the total event access provided to a Launch Bonus Member and are inclusive of any single-attendee Annual Members Event access the Member’s tier would otherwise provide; for a Member whose tier already includes single-attendee access, the Launch Bonus adds one (1) additional ticket, for two (2) in total. Tickets cover event admission only and do not include travel, lodging, meals not provided at the event, or any other expense. Tickets are non-transferable and may be redeemed only if the Member’s membership is active and in good standing on the first day of that event; if the membership has been terminated, cancelled, or suspended as of that date, the tickets are forfeited without substitution or compensation. The Annual Members Event will not be held before calendar year 2027, as provided in Section 4.3. The signed book, once delivered, is the Member’s to keep.

(c) Founding Firm — Lifetime Rate Lock. Each of the first twenty (20) Members, at any tier, whose Checkout Date occurs during the Soft Launch Period is a “Founding Firm.” The Membership Fee rate published in the pricing schedule for that Member’s selected tier on that Member’s Checkout Date is the “Founding Firm Rate.”

Lock. Notwithstanding Sections 7.2 and 7.9 and notwithstanding the incorporation of the pricing schedule, the Founding Firm Rate applies to the initial term and to every renewal term, for the life of the membership, for so long as the membership remains continuously in effect at the tier the Founding Firm selected at checkout, without regard to any subsequent increase in the published rate for that tier. Company will not increase a Founding Firm’s Membership Fee for that tier at any renewal.

Scope. Founding Firm Rate applies to the Membership Fee only. Additional Jurisdiction Fees under Section 7.7 are not locked and are payable at the then-current published rate under Section 7.7.

Tier changes. If a Founding Firm Upgrades under Section 7.5, the Membership Fee for the new tier is the then-current published rate for that tier and the Founding Firm Rate is suspended. If a Founding Firm Downgrades under Section 7.6, the Membership Fee for the lower tier is the then-current published rate for that tier and the Founding Firm Rate is suspended. In either case, if the Member later returns to the tier selected at checkout with no lapse in continuous membership, the Founding Firm Rate revives and applies again from the effective date of that tier change.

(d) Vanguard Elite — Lifetime ELITE Rate. Each of the first four (4) Members who select the ELITE tier at checkout and whose Checkout Date occurs during the Soft Launch Period is a “Vanguard Elite” Member. The Membership Fee for a Vanguard Elite Member is Two Thousand Dollars ($2,000) per month, and the Vanguard Elite Member receives the full benefits of the ELITE tier as shown in Section 4.3, subject to the availability limits in that Section.

Lock. Notwithstanding Sections 7.2 and 7.9 and notwithstanding the incorporation of the pricing schedule, the $2,000 per month rate applies to the initial term and to every renewal term, for the life of the membership, for so long as the membership remains continuously in effect at the ELITE tier.

Scope. The Vanguard Elite rate applies to the Membership Fee only. Additional Jurisdiction Fees under Section 7.7 remain payable at the then-current rate. For the avoidance of doubt, a Vanguard Elite Member who deploys the Program in one or more additional jurisdictions owes the Additional Jurisdiction Fee of One Thousand Dollars ($1,000) per month, per additional jurisdiction per Section 7.7 in addition to the $2,000 per month Membership Fee. A Vanguard Elite Member with one additional jurisdiction, for example, owes $3,000 per month in total.

No offer reduces the Vanguard Elite rate. The Membership Fee for a Vanguard Elite Member is Two Thousand Dollars ($2,000) per month for so long as the Member remains at the ELITE tier, in place of the published ELITE-tier rate, and no other Soft Launch Offer, promotion, discount, or combination of offers reduces it below that amount. A Vanguard Elite Member who is also a Founding Firm pays a single Membership Fee of $2,000 per month: the Vanguard Elite rate controls over the Founding Firm Rate, and the two locks do not aggregate or compound. If such a Member Upgrades or Downgrades away from the ELITE tier, the Founding Firm Rate, if any, is available to that Member on the terms of subsection (c).

Tier changes. The Vanguard Elite rate is available only at the ELITE tier. The tier-change and revival rules in subsection (c) apply to the Vanguard Elite rate, substituting the ELITE tier for the tier selected at checkout.

(e) Free Enterprise — First four ENTERPRISE Members. The first four Members to select the ENTERPRISE tier at checkout and whose Checkout Date occurs during the Soft Launch Period (the “Free Enterprise Member”) owe no Membership Fee for the first twelve (12) months following the Activation Date. During that twelve-month period the Free Enterprise Member is entitled to the full benefits of the ENTERPRISE tier as described in Sections 4.3 and 4.4, subject to the availability limits given therein (Digital Marketing Specialist Services, on-site team training, and the Annual Members Event not before calendar year 2027).

Scope of the waiver. During the twelve-month free period, the Free Enterprise Member owes no Membership Fee and no Additional Jurisdiction Fees, regardless of how many jurisdictions the Member has identified in the OS. The Member Deposit under Section 7.1(c) is not waived and remains due in full at checkout; because no Membership Fee is invoiced during the free period, the $500 credit is applied against the first invoice issued after the free period ends. Additional Jurisdiction Fees begin accruing on the first anniversary of the Activation Date (or, if earlier, on the effective date of an Upgrade under Section 7.5) for each jurisdiction other than the Primary Jurisdiction, at the then-current rate; Additional Jurisdiction Fees are not locked by this or any other Soft Launch Offer. The waiver of Additional Jurisdiction Fees applies only to a jurisdiction the Member has identified in the OS and does not apply to any Unauthorized Jurisdiction, as provided in Section 7.8.

Lifetime rate lock at the Checkout Date rate. Beginning on the first anniversary of the Activation Date, the Free Enterprise Member is billed the ENTERPRISE-tier Membership Fee rate published in the pricing schedule on that Member’s Checkout Date — and not the rate in effect on the first anniversary — and that rate is locked for the life of the membership. Notwithstanding Sections 7.2 and 7.9 and notwithstanding the incorporation of the pricing schedule, that rate applies to every renewal term for so long as the membership remains continuously in effect at the ENTERPRISE tier, without regard to any subsequent increase in the published ENTERPRISE rate. This lifetime rate lock applies to the Free Enterprise Member whether or not that Member is also a Founding Firm. The tier-change and revival rules in subsection (c) apply to this rate lock, substituting the ENTERPRISE tier for the tier selected at checkout.

Renewal. Unless the Free Enterprise Member gives written notice of non-renewal before the first anniversary of the Activation Date, this Agreement auto-renews under Section 7.2 and monthly billing of the Membership Fee and any Additional Jurisdiction Fees commences on that first anniversary at the rates described above. If the Free Enterprise Member gives written notice of non-renewal before the first anniversary, the membership terminates at the end of the twelve-month free period with no Membership Fee or Additional Jurisdiction Fee obligation; the Member Deposit remains non-refundable. Written notice after the first anniversary does not prevent auto-renewal, and the Member remains obligated for the renewed twelve-month term under Sections 7.2 and 7.4.

Stacking with Founding Firm. The Free Enterprise offer is in addition to, and does not displace, the Founding Firm rate lock. Where the Free Enterprise Member is also a Founding Firm, the Founding Firm Rate for the ENTERPRISE tier and the lifetime rate lock described above are the same rate — the ENTERPRISE rate published on that Member’s Checkout Date — and only one Membership Fee is payable. The two locks do not aggregate or compound.

Upgrade. If the Free Enterprise Member Upgrades to EXCLUSIVE under Section 7.5, the twelve-month free period ends on the Upgrade effective date, the waiver of Additional Jurisdiction Fees ends, and billing commences under Section 7.5 at the then-current EXCLUSIVE rate.

(f) Forfeiture; No Revival. Every Soft Launch Offer terminates immediately and permanently, without substitution or compensation, upon termination of this Agreement for any reason, upon cancellation or non-renewal by the Member, or upon any lapse in continuous membership. A former Member who rejoins the Program must complete a new enrollment, receives a new Activation Date, and is not eligible for any Soft Launch Offer, consistent with Section 7.6. No Soft Launch Offer survives assignment; Company’s consent to an assignment under Section 15.3 does not transfer any Soft Launch Offer to the assignee unless Company expressly agrees in writing. Suspension of OS access under Section 13.4 or Section 13.5 does not by itself forfeit a Soft Launch Offer, but conversion of a suspension to termination for cause does.

(g) Protection from Amendment. Notwithstanding Section 15.2, Company may not amend this Agreement to reduce, condition, or eliminate a Soft Launch Offer to which a Member has already become entitled under this Section. A Member’s rejection of an amendment under Section 15.2 does not preserve any Soft Launch Offer beyond the end of the then-current term.

8. DATA, PRIVACY, AND CONFIDENTIALITY

8.1 What Company Collects

To maintain proper functionality of the LegacyKey OS, Company collects from Clients only: name, email address, and phone number. Company does not collect, store, transmit, or process any estate planning information, intake data, legal documents, attorney-client communications, or other legal content. All such information is handled by Member outside the OS.

8.2 Client Data Ownership

All Client data collected through the OS is owned by Member. Company processes Client data as a service provider acting solely on Member’s behalf. Company does not sell, share, or use Client data for any purpose other than providing the OS to Member.

8.3 Attorney-Client Privilege

Company’s limited access to Client data for purposes of operating the OS does not waive attorney-client privilege. Member shall include any appropriate privilege and confidentiality notices in client-facing communications generated through the OS.

8.4 Data on Termination

Within thirty (30) days of termination, Company will make Client data available for export in a standard format. After that period, Client data is deleted or anonymized. Member is responsible for exporting and retaining any Client data required for Member’s professional records before the export period expires.

8.5 Confidentiality

Each party will protect the other’s Confidential Information with at least the same care used for its own confidential information and in no case less than reasonable care. Confidential Information may be disclosed only to personnel with a need to know who are bound by equivalent confidentiality obligations. These obligations survive termination for five (5) years, except obligations concerning Client data which survive indefinitely.

8.6 Privacy Policy

Data handling is further governed by the LegacyKey Privacy Policy incorporated by reference into this Agreement. In the event of conflict between this Section and the Privacy Policy, this Agreement controls as between Company and Member, as provided in Section 15.1. Nothing in this Agreement limits any right or disclosure owed to a Client under the Privacy Policy or applicable law.

9. INTELLECTUAL PROPERTY

9.1 LegacyKey Ownership

Company owns all right, title, and interest in and to the LegacyKey OS, Program methodology, Trademark, training library, stock marketing suite, materials provided through the OS, and all associated intellectual property. Member receives only the limited rights expressly granted in this Agreement. No other rights are granted by implication, estoppel, or otherwise.

9.2 Member Content

Member retains ownership of all content Member uploads to the OS, including firm branding, welcome and workshop videos, and customized communications and marketing materials. Member grants Company a limited license to host and display Member’s content within the OS solely to provide the Program.

9.3 Feedback

Member retains ownership of any feedback, suggestions, or ideas Member provides about the OS or Program. Subject only to that retained ownership, Member grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, incorporate, and commercialize any such feedback, without restriction or obligation to Member. Company may act on feedback in its sole discretion and is under no obligation to implement, acknowledge, or compensate Member for any feedback submitted. Where Company, at its sole and absolute discretion, determines that a Member’s contribution has produced material value to the Program, Company may choose to recognize or compensate that contribution in such form as Company deems appropriate, but no such obligation is created by this Section or by the act of submitting feedback.

10. REPRESENTATIONS AND WARRANTIES

10.1 Member Representations

Member represents and warrants on the Checkout Date, on the Activation Date, and on a continuing basis throughout the term:

• Member is a licensed attorney in good standing in at least one U.S. jurisdiction and is not subject to suspension, disbarment, or material disciplinary action;
• Member has independently assessed whether use of the Program complies with applicable rules of professional conduct in every jurisdiction in which Member deploys the Program to render Legal Services;
• Member will not use the OS or Program in violation of applicable rules of professional conduct, advertising rules, referral arrangement rules, or any applicable law;
• Member has authority to enter into this Agreement and it constitutes a valid and binding obligation;
• Member’s use of the OS will not infringe any third party’s intellectual property rights;
• All information Member provides to Company is accurate and complete.

10.2 Company Representations

Company represents and warrants to Member that:

• Company owns or has the right to license the Trademark and OS as described in this Agreement;
• The OS, as delivered, will function materially in accordance with its documentation;
• Company will implement commercially reasonable security measures to protect Member and Client data.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE OS AND PROGRAM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. COMPANY MAKES NO WARRANTY THAT THE OS OR PROGRAM COMPLIES WITH THE PROFESSIONAL RESPONSIBILITY RULES OF ANY JURISDICTION.

11.2 Liability Cap

EXCEPT FOR MEMBER’S PAYMENT OBLIGATIONS UNDER SECTION 7, EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, AND ANY CLAIM DESCRIBED IN SECTION 11.3(a) (TRADEMARK AND BRAND DAMAGES), EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF: (A) TOTAL MEMBERSHIP FEES PAID BY MEMBER IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) FIVE THOUSAND DOLLARS ($5,000).

11.3 Consequential Damages Exclusion

EXCEPT AS PROVIDED BELOW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The exclusion above does not apply to:

(a) Trademark and brand damages. Any claim by Company arising from a Member’s or Advisor’s unauthorized use, misuse, infringement, or dilution of the LegacyKey Trademark or any Derived Mark, or public disparagement of Company, the LegacyKey brand, or the Program, including without limitation claims for loss of goodwill, reputational harm, brand dilution, or loss of program value attributable to such conduct. Company’s right to recover all categories of damages — including consequential, reputational, and goodwill damages — in connection with any trademark claim is expressly preserved and is not subject to the exclusion in this Section.

(b) Willful misconduct and fraud. Any claim arising from either party’s fraud, willful misconduct, or intentional misrepresentation. The consequential damages exclusion does not protect a party who acted deliberately.

(c) Indemnification obligations. Amounts owed under Section 12 (Indemnification) are not subject to the consequential damages exclusion regardless of how those damages are characterized.

11.4 Professional Malpractice

COMPANY WILL NOT BE LIABLE FOR ANY PROFESSIONAL MALPRACTICE CLAIM, BAR DISCIPLINARY PROCEEDING, OR PROFESSIONAL LIABILITY ARISING FROM MEMBER’S PRACTICE OF LAW, REGARDLESS OF WHETHER SUCH CLAIM RELATES TO MEMBER’S USE OF THE OS OR PROGRAM. MEMBER’S PROFESSIONAL LIABILITY IS SOLELY MEMBER’S RESPONSIBILITY.

11.5 Data Breach Carve-Out

The liability cap in Section 11.2 does not apply to Company’s liability arising from a confirmed data breach caused by a material defect in Company’s OS code or architecture that directly results in unauthorized access to Member or Client data. Company’s liability for such a breach is limited to direct damages actually proven by Member. This carve-out does not apply to breaches caused by Member’s access decisions, credential sharing, Advisor or Client misuse of the platform, or Member’s own modifications to OS code or configuration.

12. INDEMNIFICATION

12.1 Member Indemnification of Company

Member will indemnify, defend, and hold harmless Company and its members, managers, officers, employees, contractors, and successors from and against any third-party claim, and any loss, damage, liability, or expense (including reasonable attorneys’ fees) arising from any such claim or otherwise arising out of or related to:

• Member’s practice of law, including any client dispute, malpractice claim, or bar disciplinary proceeding;
• Member’s breach of any applicable rule of professional conduct;
• Member’s breach of this Agreement;
• Member’s use of the Trademark or OS in violation of this Agreement or applicable law;
• Any claim by an Advisor or Client arising from Member’s conduct;
• Any claim arising from Member’s failure to comply with attorney advertising, referral, or solicitation rules;
• Any claim that the LegacyKey Program constitutes a lawyer referral service subject to certification requirements in Member’s jurisdiction, to the extent such claim arises from Member’s particular use of the Program.

12.2 Company Indemnification of Member

Company will indemnify, defend, and hold harmless Member from and against any third-party claim arising from Company’s infringement of a third party’s intellectual property rights in the OS or Trademark, except to the extent the claim arises from the modification of or unauthorized use of the OS or Trademark by Member or Member’s enrolled Advisors or Clients.

12.3 Defense Control

The indemnifying party controls the defense and settlement of any indemnified claim. The indemnified party will provide prompt written notice of any claim and reasonable cooperation. Any settlement requiring a non-monetary obligation of the indemnified party requires that party’s prior written consent, not to be unreasonably withheld.

13. TERM AND TERMINATION

13.1 Term

This Agreement is effective on the Checkout Date. The initial term of twelve (12) months begins on the Activation Date — the date Company delivers the Member’s OS login credentials under Section 4.1 — and thereafter auto-renews per Section 7.2 unless terminated. For a Free Enterprise Member under Section 7.10(e), no Membership Fee is due during the initial term.

13.2 Termination by Member

The Member may terminate upon written notice, subject to the timing and payment consequences set forth in Sections 7.2 (Auto-Renewal) and 7.4 (Cancellation). If the Member gives written notice of termination before an anniversary of the Activation Date, the membership ends at the close of the then-current term with no payment obligation beyond that term, and this Agreement does not auto-renew. If the Member gives written notice of termination on or after an anniversary, the auto-renewal provisions of Section 7.2 apply and the Member remains obligated for the resulting twelve-month term. Termination or non-renewal permanently forfeits any Soft Launch Offer, as provided in Section 7.10(f).

13.3 Termination by Company for Cause

Company may terminate immediately upon written notice if:

• Member materially breaches this Agreement and fails to cure within fourteen (14) days of written notice;
• Member’s law license is suspended, revoked, or Member is subject to material disciplinary action;
• Member uses the OS or Trademark in a manner that, in Company’s reasonable judgment, creates material professional responsibility or legal risk for Company or the Program;
• Member uses the OS or Trademark in a manner that, in Company’s reasonable judgment, creates material reputational risk for Company or the Program, and Member fails to cure such use within seven (7) days of written notice from Company identifying the specific conduct at issue. For the avoidance of doubt, this seven-day cure period applies only to the reputational risk trigger and governs notwithstanding the fourteen-day cure period in the first bullet of this Section, including where the same conduct would also constitute a material breach; all other grounds for termination under this Section remain subject to immediate termination without cure.
• Member engages in fraud, willful misconduct, or criminal activity;
• Member becomes insolvent or files for bankruptcy.

13.4 Suspension for Non-Payment

If any undisputed invoice is more than seven (7) business days past due, Company may suspend OS access without terminating the Agreement. Access is restored upon payment of the overdue amount. Suspension does not relieve Member of payment obligations.

13.5 Protective Suspension

Company may immediately suspend Member’s OS access, without prior notice and without terminating this Agreement, upon any of the following grounds:

• Reasonable suspicion of fraud, misrepresentation, or material misuse of the OS;
• Use of the LegacyKey Trademark in a manner constituting infringement, material brand dilution, or public disparagement;
• Public conduct or statements creating material reputational harm to Company or the Program;
• Credible evidence of imminent harm to any user of the OS;
• Any conduct creating material regulatory or legal exposure for Company.

Promptly following any suspension under this Section, and in any event within two (2) business days, Company will deliver written notice identifying the suspension grounds and, where applicable, the required cure. Member has thirty (30) days from the suspension notice to cure the identified issue. During that period Member’s account remains intact but inaccessible, Member’s Client data remains available for export, and monthly billing, if any, continues. If Member cures within thirty (30) days and notifies Company in writing, access will be restored within five (5) business days of Company’s confirmation. If Member fails to cure within thirty (30) days, or if the conduct constitutes fraud or willful misconduct, Company may convert the suspension to termination for cause without further notice, at which point the data export period under Section 8.4 begins. Company’s right to impose protective suspension does not limit Company’s right to seek emergency injunctive relief at any time.

13.6 Effect of Termination

Upon termination of this Agreement for any reason:

• All license rights terminate immediately;
• Member must cease all use of the Trademark and Program materials within thirty (30) days;
• Company makes Client data available for export per Section 8.4;
• All OS advisor portals associated with Member’s account, together with all Trademark sublicenses, terminate immediately;
• Company will automatically notify Advisors associated with Member’s account of termination;
• Sections 1, 3.4, 3.8, 5, 7 (as to obligations accrued before termination), 8, 9, 10, 11, 12, 13.6, 14, and 15 survive termination.

14. DISPUTE RESOLUTION

14.1 Governing Law

This Agreement is governed by the laws of the State of Indiana, excluding conflict-of-laws rules.

14.2 Informal Resolution

Before initiating any legal proceeding, the parties will attempt good-faith direct discussion within fourteen (14) days of written notice identifying the dispute.

14.3 Mediation

If direct discussion does not resolve the dispute, either party may demand non-binding mediation with a mutually selected mediator, costs shared equally. Either party may seek emergency injunctive relief from a court of competent jurisdiction at any time without completing mediation.

14.4 Litigation

Any action not resolved by mediation shall be brought exclusively in state or federal courts in St. Joseph County, Indiana. Member consents to personal jurisdiction in those courts.

14.5 Attorneys’ Fees

In any action to enforce payment obligations, trademark rights, confidentiality obligations, or indemnification rights, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement together with the Terms of Service, Privacy Policy, and Brand Guidelines constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. In the event of conflict, this Agreement controls over all incorporated documents.

15.2 Amendment

Company may amend this Agreement upon thirty (30) days’ written notice. Continued use of the OS after the effective date of any amendment constitutes acceptance. If Member does not accept a material amendment, Member may reject it by written notice within the thirty-day notice period. On timely rejection: (a) the amendment does not apply to Member, and this Agreement continues on its pre-amendment terms through the end of the then-current term; (b) this Agreement does not auto-renew, and the membership ends at the close of the then-current term unless Member affirmatively elects to continue; and (c) all Membership Fees and Additional Jurisdiction Fees for the then-current twelve-month term remain fully due and non-refundable and continue to be collected on schedule through the end of that term, notwithstanding the rejection. Sections 7.2 and 7.4 otherwise govern cancellation, non-renewal, and refunds. Notwithstanding this Section, Company may not amend this Agreement to change a Member’s rates during a term (Section 7.9) or to reduce, condition, or eliminate a Soft Launch Offer to which a Member has already become entitled (Section 7.10(g)).

15.3 Assignment

Member may not assign this Agreement without Company’s prior written consent. Company may assign to a successor by merger, acquisition, or sale of substantially all assets, provided the successor assumes all obligations in writing.

15.4 Independent Contractor

The parties are independent contractors. This Agreement does not create an employment, partnership, joint venture, or agency relationship. Neither party may bind the other without express written authorization.

15.5 Notices

Notices under this Agreement must be in writing and delivered by email, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses below. Notice is deemed given: if by email, on the date sent, provided no bounce or delivery-failure message is received; if by courier, one (1) business day after deposit; and if by certified mail, three (3) business days after deposit. Either party may change its notice address by giving notice under this Section. Cancellation, non-renewal, Downgrade, and Upgrade elections entered by the Member within the OS billing dashboard constitute written notice as provided in Sections 7.1, 7.2, 7.4, 7.5, and 7.6.

Company: legal@legacykeyprogram.com | 300 S Saint Louis Blvd Suite 201, South Bend, Indiana 46617
Member: Email address provided at checkout

15.6 Severability

If any provision of this Agreement is found unenforceable, the remainder continues in effect, modified to the minimum extent necessary to be enforceable while preserving the parties’ intent.

15.7 Waiver

Failure to enforce any provision is not a waiver of that or any other provision.

15.8 Electronic Acceptance and Signature

The Member’s acceptance of this Agreement through the OS checkout flow — by clicking, checking, or otherwise affirmatively indicating assent — constitutes a valid and binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), and has the same legal effect as a handwritten signature. Where the parties instead execute this Agreement as a signed document, including an electronic or digital signature applied to a softcopy document, that signature is likewise valid and binding. Company will retain a record of the Member’s acceptance, including the date, time, and account identifiers associated with checkout, and will make that record available to the Member on request. The Checkout Date and the Activation Date are determined as provided in Section 1 and Section 4.1.

16. ACCEPTANCE ACKNOWLEDGMENT

BY COMPLETING CHECKOUT AND ACCEPTING THIS AGREEMENT — OR BY SIGNING IT, WHERE IT IS EXECUTED AS A SIGNED DOCUMENT — THE MEMBER AGREES TO THIS AGREEMENT AND ALL DOCUMENTS INCORPORATED BY REFERENCE. THE MEMBER SPECIFICALLY ACKNOWLEDGES:

• The Member has read this Agreement in full before accepting it.
• Member is a licensed attorney in good standing in at least one U.S. jurisdiction.
• Member independently accepts sole responsibility for compliance with the rules of professional conduct in every jurisdiction where Member practices.
• No referral fee of any kind will be paid to any Advisor in connection with the Program.
• Company makes no representation that use of the Program complies with the professional responsibility rules of any jurisdiction.
• Company does not collect or handle estate planning information or any other legal content.
• All Legal Services are provided solely by Member as a licensed attorney, not by Company.
• The Member’s acceptance of this Agreement at checkout is a legally binding signature.
• A one-time Member Deposit of Five Hundred Dollars ($500) is due at checkout from every Member, at every tier, including a Member receiving any Soft Launch Offer. The Member Deposit is credited in full against the Member’s first invoice that includes a Membership Fee, and is otherwise non-refundable except as provided in Section 7.1(c).
• Any Soft Launch Offer under Section 7.10 is available only if the Member’s Checkout Date occurs before September 8, 2026 and the applicable eligibility limit has not been reached.

EXECUTION BLOCK — USE ONLY WHERE THIS AGREEMENT IS EXECUTED AS A SIGNED DOCUMENT RATHER THAN THROUGH OS CHECKOUT (INCLUDING EXCLUSIVE-TIER ENROLLMENT UNDER SECTION 4.3).

ARCHELION, LLC, dba LEGACYKEY (“COMPANY”)
SIGNED:
Name: Aaron T. Seng
Title: Chief Executive Officer
DATE: ________

MEMBER (ATTORNEY)
SIGNED:
Name: ___________________________________
Bar Number: ______________________________
Jurisdiction(s): _____________________________
Membership Tier: _____________________________
DATE: ________