Master Subscription Agreement

IMPORTANT NOTICE: This Master Subscription Agreement governs the use of HourSense, an AI-powered time tracking and billing solution for legal professional services. By executing this Agreement, Customer grants HourSense extensive access to desktop activity, email systems, document repositories, calendars, and finance & operations systems. Please read this Agreement carefully and ensure you understand the scope of access being granted.

1. Agreement to Terms

This Master Subscription Agreement ("Agreement") is entered into between Context AI Technologies Pte. Ltd., UEN 202537678Z ("Context AI", "we", "us", or "our"), and the subscribing organization ("Customer", "you", or "your").

By executing this Agreement, you agree to be bound by these terms and conditions. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

2. Definitions

• Service: The HourSense AI-powered time tracking and billing solution, including all features, updates, and related services.

• Customer Data: All data, content, and information provided by Customer or collected from Customer's systems through the Service, including but not limited to activity data, timesheet entries, client matter information, email metadata, document information, and calendar data.

• End User: An individual authorized by Customer to use the Service (typically attorneys, paralegals, or legal professionals).

• Subscription Term: The period during which Customer is authorized to use the Service as specified in the Order Form.

• Order Form: The document executed by both parties specifying pricing, Subscription Term, number of End Users, and other commercial terms.

• Documentation: Context AI's user guides, technical documentation, and other materials describing the Service.

3. Scope of Service and Access Requirements

3.1 Service Description

HourSense provides AI-powered automated time tracking and timesheet generation for legal professional services. The Service analyzes End User activity to automatically generate accurate time entries matched to client matters and billing codes.

3.2 Required System Access

To function effectively, Customer grants Context AI access to the following:

(a) Desktop Activity Monitoring: Installation of HourSense desktop agent on End User workstations to collect application usage, window titles, document names, file paths, browser activity, idle time, and timestamps.

(b) Finance & Operations System Integration: Read and write access to Customer's F&O system (e.g., Intapp, Elite 3E, Aderant) including client matter data, historical timesheets, billing rates, organizational structure, and approval workflows.

(c) Email System Access: Read access to email metadata including subjects, sender/recipient information, timestamps, and thread context via Microsoft 365, Google Workspace, or Exchange Server.

(d) Document Management System: Read access to document metadata from iManage, NetDocuments, SharePoint, or similar systems including document names, authors, dates, and matter associations.

(e) Calendar Systems: Read access to calendar events including meeting titles, attendees, duration, and descriptions from Outlook or Google Calendar.

(f) Authentication Systems: Integration with Active Directory, Azure AD, or Customer's SSO provider for user authentication and authorization.

3.3 Customer Responsibilities

Customer shall:

(a) Provide Context AI with necessary credentials, API access, service accounts, and permissions to access the systems described in Section 3.2.

(b) Ensure End Users install the HourSense desktop agent on their workstations.

(c) Notify End Users about the scope of monitoring and data collection as required by applicable law.

(d) Maintain secure network connectivity and firewall configurations to enable Service functionality.

(e) Comply with all applicable laws regarding employee monitoring, data protection, and privacy.

4. License Grant and Restrictions

4.1 License Grant

Subject to the terms of this Agreement, Context AI grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term for Customer's internal business purposes only.

4.2 Usage Restrictions

Customer shall not:

(a) Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service.

(b) Modify, adapt, translate, or create derivative works of the Service.

(c) Rent, lease, lend, sell, sublicense, distribute, or transfer the Service to third parties.

(d) Use the Service to provide services to third parties or for any commercial purpose outside Customer's organization.

(e) Remove, alter, or obscure any proprietary notices or labels on the Service.

(f) Access the Service for competitive benchmarking or competitive analysis purposes.

(g) Interfere with or disrupt the integrity or performance of the Service or compromise its security.

5. Fees, Payment, and Subscription Term

5.1 Subscription Fees

Customer shall pay the subscription fees specified in the Order Form. Fees are based on the number of End Users and are payable in advance on an annual or monthly basis as specified.

5.2 Payment Terms

Unless otherwise specified, invoices are payable within 30 days of the invoice date. Late payments are subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is less. All fees are non-refundable except as expressly provided in this Agreement.

5.3 Subscription Term and Renewal

The initial Subscription Term is specified in the Order Form. Unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term, the subscription will automatically renew for successive one-year periods at Context AI's then-current rates.

5.4 Changes to User Count

Customer may increase the number of End Users by providing written notice and paying the applicable additional fees prorated for the remainder of the Subscription Term. Decreases in End User count take effect at the next renewal period. 

6. Data Ownership, Usage, and Processing

6.1 Customer Data Ownership

Customer retains all ownership rights in Customer Data. Context AI does not claim any ownership of Customer Data. Customer grants Context AI a limited license to access, process, and use Customer Data solely as necessary to provide the Service and as described in this Agreement.

6.2 Data Processing for Service Delivery

Context AI will process Customer Data to:

(a) Generate automated time entries from End User activity.

(b) Match activities to client matters and billing codes using AI/ML models.

(c) Synchronize timesheet data with Customer's F&O system.

(d) Provide analytics, reporting, and insights on time utilization.

(e) Improve Service performance, accuracy, and features.

6.3 Use of Data for AI Model Training

Context AI may use Customer Data in de-identified, aggregated form to train and improve AI/ML models that power the Service. Context AI will not use Customer Data to train AI models for the benefit of other customers or for any purpose outside of improving the Service. Client names, matter-specific information, and attorney-client privileged content will be excluded or properly anonymized before use in model training.

6.4 Data Processing Agreement

The parties acknowledge that Context AI acts as a Data Processor with respect to personal data contained in Customer Data. The Data Processing Agreement (DPA) attached as Appendix A forms part of this Agreement and governs Context AI's processing of personal data on Customer's behalf.

7. Confidentiality

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to Customer Data, business plans, technical information, pricing, and any information marked as confidential or that would reasonably be considered confidential given the circumstances.

7.2 Confidentiality Obligations

Each party agrees to: (a) protect Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations; and (c) use Confidential Information only for purposes of performing under this Agreement.

7.3 Attorney-Client Privilege

Context AI acknowledges that Customer Data may contain attorney-client privileged communications and work product. Context AI agrees to maintain the confidentiality of such privileged information and will not waive any applicable privileges. Context AI personnel who access privileged information will be bound by confidentiality obligations consistent with protecting attorney-client privilege.

8. Security and Compliance

8.1 Security Measures

Context AI implements and maintains administrative, technical, and physical safeguards designed to protect Customer Data, including: (a) encryption of data in transit and at rest; (b) access controls and authentication mechanisms; (c) regular security assessments and penetration testing; (d) security monitoring and incident response procedures; and (e) employee security training.

8.2 SOC 2 Compliance

Context AI is pursuing SOC 2 Type II certification and will provide Customer with SOC 2 reports upon request under appropriate confidentiality terms.

8.3 Security Incidents

Context AI will notify Customer without undue delay upon becoming aware of any unauthorized access to or disclosure of Customer Data (a "Security Incident"). Context AI will investigate the Security Incident, take reasonable steps to remediate, and provide Customer with information about the incident and remediation efforts.

9. Warranties and Disclaimers

9.1 Service Warranty

Context AI warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. If the Service fails to meet this warranty, Context AI will use commercially reasonable efforts to correct the non-conformance. If Context AI is unable to correct it within 30 days, Customer's sole remedy is termination and a prorated refund of prepaid fees.

9.2 AI-Generated Content Disclaimer

CUSTOMER ACKNOWLEDGES THAT THE SERVICE USES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TO GENERATE TIME ENTRIES. WHILE CONTEXT AI STRIVES FOR ACCURACY, AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR REQUIRE HUMAN REVIEW. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND APPROVING ALL TIME ENTRIES BEFORE BILLING CLIENTS.

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONTEXT AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

10.1 Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

CONTEXT AI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations; (c) breaches of confidentiality; or (d) violations of intellectual property rights.

11. Indemnification

11.1 By Context AI

Context AI will defend Customer against third-party claims that the Service infringes a patent, copyright, or trademark, and will indemnify Customer for resulting damages and costs. This obligation does not apply if the claim arises from: (a) Customer's misuse of the Service; (b) modifications to the Service not made by Context AI; or (c) use in combination with non-Context AI products or services.

11.2 By Customer

Customer will defend Context AI against third-party claims arising from: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement; (c) Customer's failure to obtain necessary consents or provide required notices to End Users; or (d) allegations that Customer Data violates third-party rights.

12. Termination

12.1 Termination for Convenience

Either party may terminate this Agreement at the end of the Subscription Term by providing 60 days' written notice before the renewal date.

12.2 Termination for Cause

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice. Context AI may suspend access to the Service immediately if Customer fails to pay undisputed fees when due.

12.3 Effect of Termination

Upon termination: (a) Customer's right to access the Service immediately terminates; (b) Customer shall pay all outstanding fees; (c) Context AI will return or delete Customer Data within 60 days as instructed by Customer (except as required for legal/compliance purposes); and (d) provisions that by their nature should survive (including confidentiality, limitations of liability, and dispute resolution) will survive termination.

13. General Provisions

13.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of Singapore without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts of Singapore.

13.2 Dispute Resolution

The parties will first attempt to resolve disputes through good faith negotiation for 30 days. If unsuccessful, disputes will be resolved through binding arbitration under Singapore International Arbitration Centre (SIAC) rules, with one arbitrator, conducted in English in Singapore.

13.3 Entire Agreement

This Agreement, including the Order Form and DPA, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. This Agreement may only be modified by a written amendment signed by both parties.

13.4 Assignment

Neither party may assign this Agreement without the other party's written consent, except that Context AI may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or labor disruptions.

13.6 Notices

Notices must be in writing and sent to the addresses specified in the Order Form. Notices to Context AI should be sent to: Context AI Technologies Pte. Ltd., 59 Ubi Avenue 1, #03-11, Singapore 408938, Attention: Management, Email: shrivardhan@hoursense.com , yajat@hoursense.com , privacy@hoursense.com .