Subscription Agreement & Terms of Service

Effective Date: May 13, 2026

Provider: Counsel Vision (“Counsel Vision,” “we,” “us,” or “our”), a product of KTSS LLC, a Michigan limited liability company, Rochester, Michigan

Customer: The legal entity or individual identified at checkout or in an Order Form (“Customer,” “you,” or “your”)

This Subscription Agreement (“Agreement”) governs your access to and use of the Counsel Vision legal practice operating system, including all software, websites, mobile applications, APIs, integrations, and related services (collectively, the “Services”). By clicking “I Agree,” executing an Order Form, or otherwise accessing the Services, you accept and agree to be bound by this Agreement.

If you are accepting this Agreement on behalf of a law firm, business, or other entity, you represent that you have the authority to bind that entity, and “Customer” refers to that entity.

1. Definitions

“Authorized User” means an attorney, paralegal, staff member, or other individual that Customer permits to access the Services under a Seat.
“Seat” means a single user license assigned to one named Authorized User. Seats are not concurrent or shared.
“Boutique Plan” means the self-service subscription plan available to firms with 1–49 Seats at $69 per Seat per month.
“Enterprise Plan” means a custom subscription plan for firms with 50 or more Seats, governed by an executed Order Form.
“Order Form” means any ordering document, online checkout submission, or written agreement specifying Seats, term, fees, and other commercial terms.
“Customer Data” means all data, documents, communications, and content uploaded, entered, or generated by or on behalf of Customer through the Services, including client matter information.
“Subscription Term” means the period during which Customer is entitled to access the Services, as specified at checkout or in the Order Form.

2. Subscription, Plans, and Pricing

2.1 Plans

Counsel Vision offers two subscription tiers:

Boutique Plan — $69 USD per Seat per month, billed monthly or annually, available for firms with 1 to 49 Seats. Available via self-service checkout.
Enterprise Plan — Custom pricing for firms with 50 or more Seats. Requires an executed Order Form. Includes volume pricing, dedicated onboarding, named customer success contact, and optional security and compliance reviews.

2.2 Seat Management

Customer may add Seats at any time through the Counsel Vision admin console. Added Seats are billed on a prorated basis for the remainder of the current billing cycle and at full price thereafter. Seats may be reduced only at renewal; Seats are not removable mid-term except in cases of employee separation, where reassignment to a replacement Authorized User is permitted at no additional charge.

2.3 Fees, Billing, and Auto-Renewal

Fees are charged in advance based on the selected billing cadence (monthly or annual). All fees are stated and payable in U.S. dollars. Customer authorizes Counsel Vision and its payment processor to charge the payment method on file on each billing date. Subscriptions automatically renew for successive periods equal to the original term unless cancelled before the renewal date.

2.4 Price Changes

Counsel Vision may modify subscription pricing with at least sixty (60) days’ prior written notice. Price changes take effect at the start of the next renewal term and do not apply retroactively to a prepaid annual term.

2.5 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes based on Counsel Vision’s net income.

2.6 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Counsel Vision may suspend Services for accounts more than fifteen (15) days past due after written notice.

3. License Grant and Acceptable Use

3.1 License

Subject to this Agreement and payment of applicable fees, Counsel Vision grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer’s internal legal practice operations.

3.2 Restrictions

Customer shall not, and shall not permit any third party to:

Share, resell, sublicense, or rent the Services or Seats;
Reverse engineer, decompile, or attempt to derive source code, except as expressly permitted by law;
Use the Services to build a competing product or to benchmark for competitive purposes;
Upload malware or use the Services to transmit unlawful, infringing, or harassing content;
Circumvent any usage limits, security features, or rate limits.

4. Customer Data, Confidentiality, and Privilege

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Counsel Vision claims no ownership of Customer Data.

4.2 Confidentiality and Attorney-Client Privilege

Counsel Vision acknowledges that Customer Data may include attorney-client privileged information, attorney work product, and client confidential information. Counsel Vision will treat Customer Data as confidential, will not access it except as necessary to provide and support the Services, and will implement reasonable administrative, physical, and technical safeguards designed to protect it.

4.3 Limited License to Counsel Vision

Customer grants Counsel Vision a limited, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely to: (a) provide the Services to Customer; (b) prevent or address service or technical issues; and (c) comply with law or as expressly permitted in writing by Customer.

4.4 No Use of Customer Data for Model Training

Counsel Vision will not use Customer Data to train any general-purpose or third-party artificial intelligence or machine learning models. AI features operate on Customer Data on a per-matter, per-tenant basis.

4.5 Data Export and Deletion

Customer may export Customer Data at any time during the Subscription Term in industry-standard formats. Upon termination, Customer Data will be available for export for thirty (30) days, after which it will be deleted from production systems within ninety (90) days, subject to backup retention schedules and legal hold obligations.

5. Security

Counsel Vision maintains a written information security program that includes: encryption in transit (TLS 1.2+) and at rest (AES-256); role-based access controls; multi-factor authentication; logging and monitoring; vendor management; and regular vulnerability assessments. Counsel Vision will notify Customer without undue delay, and in any event within seventy-two (72) hours, of any confirmed unauthorized access to Customer Data.

6. Service Availability and Support

6.1 Uptime

Counsel Vision targets 99.9% monthly uptime for the production Services, excluding scheduled maintenance and force majeure events.

6.2 Support

Boutique Plan customers receive email and in-app chat support during U.S. business hours. Enterprise customers receive priority support and a named customer success contact as specified in the Order Form.

7. Term, Renewal, and Termination

7.1 Term

This Agreement begins on the Effective Date and continues for the Subscription Term, renewing automatically as set forth in Section 2.3.

7.2 Termination for Convenience

Boutique Plan customers may cancel at any time through the admin console; cancellation takes effect at the end of the then-current billing cycle. Fees already paid are non-refundable except as required by law.

7.3 Termination for Cause

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days of written notice. Counsel Vision may suspend or terminate immediately for non-payment, security incidents caused by Customer, or violations of Section 3.2.

7.4 Effect of Termination

Upon termination, Customer’s right to access the Services ends, and Customer Data will be handled per Section 4.5.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents that it has the authority to enter into this Agreement and will comply with applicable laws.

8.2 Service Warranty

Counsel Vision warrants that the Services will perform materially in accordance with the documentation. Customer’s exclusive remedy for breach of this warranty is, at Counsel Vision’s option, repair, re-performance, or pro-rated refund of fees paid for the affected period.

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” COUNSEL VISION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE A SOFTWARE TOOL AND DO NOT CONSTITUTE LEGAL ADVICE.

9. Indemnification

9.1 By Counsel Vision

Counsel Vision will defend Customer against any third-party claim alleging that the Services, as provided and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement.

9.2 By Customer

Customer will defend Counsel Vision against any third-party claim arising out of Customer Data, Customer’s use of the Services in violation of this Agreement, or Customer’s violation of applicable law.

10. Limitation of Liability

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) AMOUNTS OWED, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Governing Law and Disputes

This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Oakland County, Michigan, except that either party may seek injunctive relief in any court of competent jurisdiction.

12. SMS and Messaging

The Services include an optional SMS text-messaging feature that enables Customer law firms to send transactional, matter-related messages (such as appointment, deadline, and case-status notifications) to their own clients and contacts. Customer is the originator of all such messages and is solely responsible for obtaining and documenting any consent required by applicable law — including the Telephone Consumer Protection Act (“TCPA”), state telemarketing laws, and applicable state bar professional responsibility rules — before sending.

Message frequency varies by case activity. Message and data rates may apply. Recipients may reply STOP (or UNSUBSCRIBE, CANCEL, QUIT, or END) at any time to opt out of further messages, or reply HELP or INFO for assistance. Opt-outs are honored across the entire Counsel Vision messaging platform. Counsel Vision will not share your mobile information with third parties or affiliates for marketing or promotional purposes. Counsel Vision’s collection, use, and retention of SMS-related information is described in the Privacy Policy (§ 2.2).

Effective May 13, 2026