Terms of Service: Xakia Platform

Effective from October 1, 2025

Welcome to Xakia’s cloud-based, software-as-a-service platform for in-house legal teams (the Xakia Platform). These Terms of Service set out our obligations as the provider of Xakia Platform and Your obligations as a Subscriber or User (as applicable). Please read them carefully.

The Agreement between us in relation to the Xakia Platform is binding from the time You access the Subscriber Account, or, if earlier, the date You accept the first Order Form relating to the Xakia Platform.

1. Agreement components

The Agreement between You and Xakia in relation to the Xakia Platform is made up of these Terms of Service, the Privacy Policies for each Data Location Users have access to, any DPA and any Order Forms.

2. Subscription Services

The Agreement between You and Xakia in relation to the Xakia Platform is made up of these Terms of Service, the Privacy Policies for each Data Location Users have access to, any DPA and any Order Forms.

2.1 The Subscription Services are made up of:

1. Free Access Services, being the services available in the Subscriber Account that are not Paid Access Services; and
2. the Paid Access Services You have subscribed for.
   
   

2.2 You may subscribe for new Paid Access Services, or increase or upgrade Your existing Paid Access Services by:

1. a Privileged User adding or enabling them in the Subscriber Account; or
2. accepting an Order Form for them.
   
   

Paid Access Service Fees come into effect for Paid Access Services from the time they are added or enabled or as stated in the relevant Order Form.

2.3 A Privileged User may also reduce or downgrade the Paid Access Services at any time by removing or disabling them in the Subscriber Account. In such circumstances any corresponding reduction in the Subscriber’s Paid Access Services Fees will come into effect from the commencement of the next Service Period.

2.4 Xakia may designate that Free Access Services will become Paid Access Services by giving You 30 days’ advance notice. After that, those services will cease to be available in the Subscriber Account unless You subscribe for them as Paid Access Services.

3. Use of the Xakia Platform

3.1 Subject to the Agreement, You may use the Subscription Services available in the Subscriber Account for the Subscriber’s own business purposes during each Service Period.

3.2 You may permit Users to use the Subscriber Account on the Subscriber’s behalf. You are responsible for provisioning and managing Users’ accounts (including determining which Users will be Privileged Users), for Your Users’ actions through the Subscriber Account and for their compliance with the Agreement. You must ensure that Users keep their login credentials confidential and promptly notify Xakia if they are compromised.

4. Data Locations

4.1 The Subscriber Account may have one or multiple Data Locations available, as You determine. You may give Users access to any of the Data Locations You determine to have available.

4.2 Users entering or uploading Subscriber Data may store that data in any of the Data Locations they are given access to.

4.3 Available Data Locations are: Australia, Canada, the Netherlands, the United Kingdom and the United States of America.

4.4 You are solely responsible for determining whether the Data Locations available are suitable for You, the Data Locations You make available in the Subscriber Account and the access You provide Users to those Data Locations.

4.5 If You make more than one Data Location available, one of those Data Locations will be designated as Your Main Data Location for administrative and billing purposes. Xakia may change Your Main Data Location by giving You 30 days’ advance notice. Xakia may only change your Main Data Location to a Data Location that you have made available in your Subscriber Account.

5. Data

5.1 Subject to the Agreement, Xakia will access and use Subscriber Data solely to provide Subscription Services and maintain the Subscriber Account. This includes sharing Subscriber Data as directed by You through the Xakia Platform, but Xakia will not otherwise disclose Subscriber Data to third parties except as permitted in the Agreement.

5.2 Xakia will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Subscriber Data.

5.3 Xakia may collect usage and content data and use it to operate, improve and support Xakia’s products and services and for other lawful business purposes, including benchmarking and reports. However, Xakia will not disclose this data externally unless it is:

1. de-identified so that it does not identify Users or any natural person; and
2. aggregated with data of other subscribers.
   
   

5.4 To the extent that any Applicable Data Protection Legislation applies to Xakia’s processing of any Personal Data as part of the Subscriber Data, the terms of the DPA are incorporated into this Agreement by reference and apply in respect of such processing.

5.5 During a Service Period, the Subscriber may export certain Subscriber Data at any time using the functionality available within the Subscriber Account.

5.6 Xakia will retain the Subscriber Data for 30 days following the termination of the Agreement. After that time, the Subscriber Data will be permanently deleted.

5.7 At any time before the end of the 30 day period referred to in Section 5.5, the Subscriber may request that Xakia provide it with Subscriber Data, in which case, Xakia will provide a reasonable quote to provide that data as requested by the Subscriber.

5.8 If, at any time before the end of the 30 day period referred to in Section 5.5, the Subscriber wishes to re-establish access to the Subscriber Account so that it may export any Subscriber Data itself, Xakia will grant the Subscriber access to the Subscriber Account to do so following payment of relevant Paid Access Service Fees for an additional Service Period.

6. Support and Service

6.1 Xakia will use commercially reasonable efforts to provide support for the Xakia Platform on a 24/7 basis, consistent with industry standards and its general business practices.

6.2 If You require technical support, please check Xakia’s Knowledge Base. If You still require support, please contact us via the chat functionality available within the Xakia Platform.

6.3 Xakia will use commercially reasonable efforts to make the Xakia Platform available for the Subscribers’ use 99.95% of the time in each month.

6.4 Xakia will maintain ISO/IEC 27001:2013 and SOC2 Type II certification for each Service Period and provide evidence thereof to the Subscriber periodically on request.

7. Warranties

7.1 Each party represents and warrants that:

1. it has the legal power and authority to enter into the Agreement;
2. it will comply with all laws that apply to its performance under the Agreement; and
3. it will use industry-standard measures to avoid introducing Viruses into the Xakia Platform.
   
   

7.2 Xakia warrants that:

1. any Paid Access Services will perform materially as described and that it will not materially decrease the overall functionality of those services during any Service Period;
2. any Professional Services will be provided in a professional and workmanlike manner.
   
   

7.3 You represent and warrant that:

1. You have the legal power and authority to enter into the Agreement on the Subscriber’s behalf; and
2. You have all rights necessary to use Subscriber Data with the Xakia Platform and grant Xakia the rights to Subscriber Data specified in the Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, You are responsible for the content and accuracy of Subscriber Data.
   
   

7.4 Except as expressly set out in the Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. Xakia’s warranties in this Section 7 do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modifications of the Xakia Platform. These disclaimers apply to the full extent permitted by Law.

8. Usage rules

8.1 You acknowledge that the Xakia Platform is not designed for handling Sensitive Data and agree that Xakia has no liability in connection with any Sensitive Data that you submit to the Xakia Platform.

8.2 You will not and will not permit anyone else to:

1. sell, sublicense, distribute or rent the Xakia Platform (in whole or part), grant non-Users access to the Xakia Platform or use the Xakia Platform to provide a hosted or managed service to others;
2. reverse engineer, decompile or seek to access the source code of the Xakia Platform, except to the extent these restrictions are prohibited by Laws and then only upon advance notice to Xakia;
3. copy, modify, create derivative works of or remove proprietary notices from the Xakia Platform;
4. conduct security or vulnerability tests of the Xakia Platform, interfere with its operation or circumvent its access restrictions; or
5. use the Xakia Platform to develop a competing product or service.
   
   

9. Data exchange with Xakia Connect Subscribers

9.1 You may use the Xakia Platform to exchange data with Xakia Connect Subscribers. You acknowledge that:

8.2 You will not and will not permit anyone else to:

1. when you make data accessible to a Xakia Connect Subscriber via the Xakia Platform, You are transferring that data to that Xakia Connect Subscriber; and
2. that when a Xakia Connect Subscriber makes data accessible to You in the Subscriber Account, that Xakia Platform Subscriber is transferring that data to You.;
   
   

9.2 It is your responsibility to have arrangements in place with Xakia Connect Subscribers to govern the use, transmission of, and ownership of, data exchanged between You and Xakia Connect Subscribers in accordance with all applicable laws.

10. Third-Party Platforms

You may choose to enable integrations or exchange Subscriber Data with Third-Party Platforms. Your use of a Third-Party Platform is governed by your agreement with the relevant provider. Xakia is not responsible for Third-Party Platforms or how their providers use Subscriber Data.

11. Professional Services

11.1 Xakia will perform Professional Services as described in an Order Form or Statement of Work, which may identify additional terms or milestones for the Professional Services. The Subscriber will give Xakia timely access to those materials and resources of the Subscriber that are reasonably needed to be accessed by Xakia for Professional Services, and Xakia will use those materials and resources only for purposes of providing Professional Services. You may use code or other deliverables that Xakia furnishes as part of Professional Services only in connection with Your use of the Xakia Platform under this Agreement.

12. Paid Access Service Fees

12.1 Your right to access and use any Paid Access Services is subject to You paying the fees applicable to those Paid Access Services each Service Period (Paid Access Service Fees).

12.2 Any Paid Access Service Fees are set out on the Website or in the Xakia Platform, are determined by Your Main Data Location and are payable in advance.

12.3 Xakia may change the Paid Access Service Fees at any time by giving You 60 days’ advance notice.

12.4 An Order Form may specify that:

1. Your Service Period; and/or
2. the Paid Access Service Fees,
   
   

for any Paid Access Services are different to what is specified in these Terms of Service for a period specified in the Order Form. In that case, the Order Form will apply for that period, after which these Terms of Service will apply again.

13. Professional Services Fees

13.1 The fees payable for any Professional Services to be provided by Xakia to the Subscriber are set out in the relevant Order Form or Statement of Work (Professional Services Fees).

13.2 Unless otherwise specified in the Order Form or Statement of Work, half the Professional Services Fees are payable on acceptance of the Order Form and half are payable on completion.

14. Payment

14.1 The Subscriber must pay any Paid Access Service Fees or Professional Service Fees within 30 days after the invoice date. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in the Agreement.

14.2 Paid Access Services Fees and Professional Services Fees must be paid in full either by electronic funds transfer (wire) to Xakia’s specified account, or by credit or debit card, clear of any service fees or charges, which are at Your cost. Any payments made by check will incur a handling fee of US$50 per check.

14.3 The Subscriber is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to the Paid Access Service Fees or Professional Services Fees, whether domestic or foreign. Fees and expenses are exclusive of taxes.

15. Suspension

Xakia may suspend Your access to the Xakia Platform and related services if:

1. the Subscriber’s account is 30 days or more overdue;
2. You are in breach of Section 7.3(b) or 8;
3. Your use of the Xakia Platform risks material harm to the Xakia Platform or others.
   
   

16. Term and termination

16.1 Each Service Period will last for one calendar month. Each Service Period will renew for successive periods unless either the Subscriber or Xakia notifies the other of non-renewal at least 30 days in advance.

16.2 A party may terminate the Agreement if the other party:

1. fails to cure a material breach within 30 days after notice;
2. ceases operation without a successor; or
3. seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
   
   

16.3 Your right to use the Xakia Platform will cease upon any termination or expiration of the Agreement.

16.4 If You terminate this Agreement under Section 16.2, Xakia will refund to the Subscriber any pre-paid, unused fees for the terminated portion of the Service Period.

16.5 The following Sections survive the expiration or termination of the Agreement: 5.3, 5.6, 5.7, 7.4, 8, 14, 16.4, 16.5, 17 to 20, 23 and 24.

17. Intellectual Property

No party grants any other any rights or licenses not expressly set out in the Agreement. Except for Xakia’s express rights in the Agreement, the Subscriber retains all intellectual property and other rights in Subscriber Data. Except for the Subscriber’s express rights in the Agreement, as between the parties, Xakia and its licensors retain all intellectual property in the Xakia Platform, the Subscription Services, Xakia Connect and related Xakia technology.

18. Limitations of Liability

18.1 Each party’s entire liability arising out of or related to the Agreement will not exceed the amounts paid or payable by the Subscriber under the Agreement in the 12 months immediately preceding the first incident giving rise to liability (General Cap).

18.2 For all breaches of Sections 5.2 or 20, or breaches of any DPA by Xakia, Section 18.1 does not apply in respect of Xakia and instead Xakia’s entire liability for such breaches will not exceed three times the General Cap.

18.3 No party will have any liability arising out of or related to the Agreement for indirect, special, incidental, or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed for their possibility in advance.

18.4 Sections 18.1 to 18.3 do not apply to Uncapped Claims.

19. Indemnification

19.1 Xakia, at its own cost, will defend each User and the Subscriber from and against any third-party claim that the Xakia Platform, when used by a User or the Subscriber as authorized in the Agreement, infringes or misappropriates a third-party’s intellectual property rights and will indemnify and hold harmless each User and the Subscriber from and against any damages or costs awarded against it (including reasonable attorneys’ fees) or agreed in settlement by Xakia resulting from such claims.

19.2 You, at Your own cost, will defend Xakia from and against any third-party claim arising:

1. from a breach by the Subscriber or any of its Users of Sections 7.3(b) or 8; or
2. in connection with the transmission of, ownership of, or rights to, data exchanged as described in Sections 9 (except to the extent such claim arises from a breach of the Agreement by, or negligence of, Xakia)
   
   

and will indemnify and hold harmless Xakia from and against any damages or costs awarded against it (including reasonable attorneys’ fees) or agreed in settlement by You resulting from such claims.

19.3 The indemnifying party’s obligations in this Section 19 are subject to receiving from the indemnified party:

1. prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay);
2. the exclusive right to control the claim’s investigation, defense and settlement; and
3. reasonable cooperation at the indemnifying party’s expense.
   
   

The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Xakia Platform when Xakia is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

19.4 In response to an infringement or misappropriation claim, if required by settlement or injunction or as Xakia determines necessary to avoid material liability, Xakia may:

1. procure rights for Your continued use of the Xakia Platform;
2. replace or modify the allegedly infringing portion of the Xakia Platform to avoid infringement, without reducing the Xakia Platform’s overall functionality or security; or
3. terminate the Agreement and refund to the Subscriber any pre-paid, unused fees for any terminated portion of the Service Period.
   
   

19.5 Xakia’s obligations in this Section 19 do not apply to claims resulting from modification or unauthorized use of the Xakia Platform, use of the Xakia Platform in combination with items not provided or required by Xakia, including Third-Party Platforms or Xakia software other than the most recent release, if Xakia made available (at no additional charge) a newer release that would avoid infringement.

19.6 This Section 19 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this Section 19.

20. Confidentiality

20.1 As recipient, each party will:

1. use Confidential Information only to fulfill its obligations and exercise its rights under the Agreement;
2. not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in the Agreement; and
3. protect Confidential Information using at least the same precautions the recipient uses for its own similar information and no less than a reasonable standard of care.
   
   

20.2 The recipient may disclose Confidential Information to its partners, employees, agents, contractors and other representatives having a legitimate need to know (including, for Xakia, the subcontractors referenced in Section 23.6), provided it remains responsible for their compliance with this Section 20 and they are bound to confidentiality obligations no less protective than this Section 20.

20.3 These confidentiality obligations do not apply to information that the recipient can document:

1. is or becomes public knowledge through no fault of the recipient;
2. it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser;
3. it rightfully received from a third-party without confidentiality restrictions; or
4. it independently developed without using or referencing Confidential Information.
   
   

20.4 Breach of this Section 20 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

20.5 The recipient may disclose Confidential Information (including Subscriber Data) to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

21. Trials and Betas

Xakia may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Your internal evaluation during the period designated by Xakia (or if not designated, 14 days). Either party may terminate Your use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in the Agreement, Xakia offers no warranty, indemnity, or support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000.

22. Changes to Terms of Service

22.1 Xakia may need to change these Terms of Service from time to time. If Xakia does change them, Xakia will notify the Subscriber via email and post the revised Terms of Service on the Xakia Platform and/or the Website at least 60 days before the changes take effect. Your continued use of the Xakia Platform will be taken as acceptance of any changes to the Terms of Service.

22.2 If the Subscriber does not wish to accept any updated Terms of Service, it may terminate the Agreement pursuant to Section 16.1, in which case:

1. the Terms of Service in effect prior to the change will remain in effect until the termination of the Agreement; and
2. Xakia will refund to the Subscriber any pre-paid, unused fees for any terminated portion of the Service Period.
   
   

23. General

23.1 No party may assign the Agreement without the prior consent of the others, except that a party may assign the Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

23.2 The Governing Law governs the Agreement and any action arising out of or relating to it, without reference to conflict of law rules. The parties submit to the exclusive jurisdiction of the Courts for all disputes arising out of or in connection with the Agreement.

23.3 Except as set out in the Agreement, notices, requests and approvals under the Agreement must be in writing to:

1. in the case of Xakia, legal@xakiatech.com;
2. in the case of You, to the email address used by You to gain access to the Xakia Platform; and
3. in the case of the Subscriber, to the email address of any of its Users who have privileged (administrative) access to the Subscriber Account.
   
   

Notices sent by email are deemed received 24 hours after they are sent. Xakia may also send operational notices through the Xakia Platform.

23.4 The Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation.

23.5 Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of the Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of the Agreement remains in effect.

23.6 Xakia may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Xakia remains responsible for their compliance with the Agreement and for its overall performance under the Agreement. This does not limit any additional terms for sub-processors under a DPA.

23.7 The parties are independent contractors, not agents, partners or joint venturers.

23.8 There are no third-party beneficiaries to the Agreement.

23.9 Each party:

1. will comply with all export and import Laws in performing the Agreement; and
2. represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country.
   
   

You will not submit to the Xakia Platform any data controlled under the U.S. International Traffic in Arms Regulations.

23.10 To the extent applicable, the Xakia Platform is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Xakia Platform is governed solely by the terms of the Agreement, and all other use is prohibited.

24. Definitions

In these Terms of Service, the following terms have the following meanings: