MatterMind Terms of Service

Last Updated: May 23, 2026  |  Effective Date: May 23, 2026

1. Acceptance of Terms

These Terms of Service (the "Terms") form a binding agreement between Sundial Systems Inc. ("Sundial Systems", "we", "us", or "our"), a corporation incorporated under the laws of Alberta, Canada and the owner and operator of the MatterMind platform, and the law firm, professional corporation, sole practitioner, or other entity that registers for the Service (the "Customer"), together with each individual authorized to access the Service under that Customer's account (each, a "User", "you", or "your").

By creating an account, clicking to accept these Terms, or by accessing or using the MatterMind platform, related websites, mobile or desktop applications, integrations, and any updates or new versions (collectively, the "Service"), you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a Customer, you represent that you have authority to bind that Customer.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

• "Account" means the Customer's registered access to the Service, including all User access provisioned under it.
• "Authorized User" means an employee, contractor, or agent of the Customer who is authorized by the Customer to access the Service under the Customer's Account.
• "Customer Data" means all data, content, and information that the Customer or its Users upload, input, sync, or generate through the Service, including matter metadata, financial figures, workflow information, deadlines, and prepared queue items.
• "Documentation" means the user guides, help articles, and other written materials we make available describing the Service.
• "Output" means any draft, prompt, suggested action, answer, or other item generated or prepared by the Service, including those generated with the assistance of artificial intelligence.
• "Personal Information" has the meaning given in the Personal Information Protection Act (Alberta) and the Personal Information Protection and Electronic Documents Act (Canada).
• "Subscription" means the Customer's paid plan to access the Service.
• "Third-Party Service" means any product, service, integration, or content provided by a third party that the Customer connects to or uses with the Service.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts. The Service is intended for use by legal professionals and the authorized staff of legal practices.

3.2 Registration

To use the Service, you must provide accurate, current, and complete information during registration and keep that information up to date. You are responsible for all activity that occurs under your Account.

3.3 Credentials and Security

You agree to maintain the security and confidentiality of your account credentials, to use strong authentication where offered, to refrain from sharing credentials with unauthorized persons, and to notify us promptly of any suspected unauthorized access. You are responsible for any loss arising from a failure to comply with this Section.

3.4 Authorized Users

The Customer is responsible for the acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with these Terms. The Customer is responsible for provisioning and de-provisioning Authorized User access promptly.

4. The Service

Sundial Systems provides the MatterMind platform as a software-as-a-service offering that helps small-firm legal practices observe operational signals (such as matter activity, deadlines, work-in-progress, receivables, and trust balances), organize daily priorities, and prepare routine next steps for review by the Customer's lawyers and staff. The Service may include integrations with practice management or accounting systems authorized by the Customer.

Subject to these Terms and the Customer's Subscription, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for the Customer's internal business purposes during the term of the Subscription.

5. Free Trial

We may offer a free trial of the Service of approximately 30 days, or such other duration as we specify at the time of registration. During the trial, the Service is provided without charge, no payment method is required to start, and the Customer may cancel at any time. Trial accounts may be subject to feature, capacity, or usage limits, and we may discontinue trials at any time. At the end of the trial, the Customer must select a paid Subscription to continue using the Service; otherwise the Account will pause or close in accordance with Section 11 (Customer Data) and Section 22 (Term, Termination, and Suspension).

Notwithstanding any other provision of these Terms, the Service is provided during the trial on an "as is" basis with no warranties of any kind.

6. Subscriptions, Fees, and Taxes

6.1 Fees

Subscription fees are described on our website at the time of purchase and may include a firm base fee and additional per-seat fees. Fees are payable in advance for each billing period (monthly or annual) and are non-refundable except as expressly stated in Section 7 or as required by applicable law.

6.2 Payment Method

The Customer authorizes us, directly or through our payment processor, to charge the Customer's designated payment method for all Subscription fees, applicable taxes, and other amounts due under these Terms. The Customer is responsible for keeping payment information current.

6.3 Taxes

Fees are exclusive of all applicable sales, use, value-added, and similar taxes, including Canadian GST and HST where applicable. The Customer is responsible for paying all such taxes other than taxes assessed on our net income.

6.4 Late Payment

If payment is not received when due, we may suspend access to the Service, charge interest on overdue amounts at the lower of 1.5% per month and the maximum rate permitted by law, and recover reasonable costs of collection.

6.5 Price Changes

We may change Subscription fees on at least 30 days' written notice (which may be provided by email or in-app notification). Price changes take effect at the start of the next billing period after the notice period.

7. Renewal, Cancellation, and Refunds

7.1 Automatic Renewal

Subscriptions renew automatically at the end of each billing period (monthly or annual) for a further billing period of the same length, at the then-current fees, unless cancelled before the renewal date.

7.2 Cancellation

The Customer may cancel a Subscription at any time through the Account settings or by contacting customer support. Cancellation takes effect at the end of the current paid billing period; access continues until that date.

7.3 Refunds

Except as required by applicable consumer protection legislation, Subscription fees are non-refundable, and we do not provide refunds or credits for partial billing periods, unused features, or downgrades. This Section is not intended to limit any non-waivable statutory consumer rights you may have under Alberta or Canadian law.

8. Acceptable Use

You agree not to, and not to permit any other person to:

• use the Service in violation of any applicable law, regulation, or professional rule;
• upload, transmit, or store any data that infringes any third party's intellectual property, privacy, publicity, or other rights;
• upload or transmit viruses, malware, or other harmful code;
• attempt to gain unauthorized access to the Service, our systems, or the accounts of other Users;
• probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service, except to the extent expressly permitted by applicable law;
• scrape, crawl, or extract data using automated means without our written permission;
• use the Service to develop or train a competing product or service, or for benchmarking purposes intended for public disclosure, without our written consent;
• resell, sublicense, rent, lease, or otherwise commercially exploit the Service to third parties; or
• use the Service in any way that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

We may investigate and respond to suspected violations of this Section, including by suspending Accounts and removing offending content.

9. Professional Conduct and Compliance

Users who are lawyers, paralegals, or other regulated legal professionals remain fully responsible for compliance with applicable professional and ethical obligations, including the Code of Conduct of the Law Society of Alberta and the rules of any other regulator to which they are subject. You acknowledge that:

• you remain solely responsible for solicitor-client privilege, professional secrecy, and confidentiality obligations to your clients;
• you are responsible for compliance with rules governing client communications, trust accounting, conflicts, and competence;
• use of the Service does not relieve you of professional obligations; and
• the Service is a practice operations tool and is not a substitute for the exercise of independent legal judgment.

10. Customer Data

10.1 Ownership

As between the parties, the Customer owns all right, title, and interest in and to the Customer Data. We do not claim ownership of Customer Data.

10.2 Licence to Us

The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, and use the Customer Data solely as necessary to provide, maintain, secure, and improve the Service, to enforce these Terms, and to comply with applicable law. We may generate and use aggregated or de-identified data that does not identify the Customer or any individual for analytics, research, and service improvement purposes.

10.3 Customer Responsibilities

The Customer represents and warrants that it has the necessary rights, consents, and authority to provide Customer Data to the Service and to authorize the processing described in these Terms. The Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining any consents required from its own clients in connection with practice management tools.

10.4 Export

The Customer may export Customer Data from the Service using available export tools during the term of the Subscription and during any applicable post-termination retention window described in our Privacy Policy.

11. AI Outputs and Lawyer Review

The Service uses artificial intelligence to assist with practice operations, including by drafting routine follow-ups, preparing assistant handoffs, suggesting billing or trust prompts, and answering plain-English operational questions.

The Customer acknowledges and agrees that:

• Outputs are intended as drafts, prompts, or operational suggestions only, and are not legal advice, substantive legal work product, or a substitute for the independent professional judgment of a qualified lawyer;
• Outputs may contain errors, omissions, or content that is inaccurate, incomplete, or out of date, and you must independently verify any Output before relying on it;
• you are responsible for reviewing, editing, and approving every Output that will be sent to a client or any third party, and the Service will not send a client-facing communication without User approval;
• the Service is not designed to provide a determination of legal rights or to advise on substantive legal questions; and
• we configure AI providers, where possible, to disable training on Customer Data, and we do not authorize AI providers to use Customer Data to train their general-purpose models.

Any reliance on an Output is at the Customer's and User's own risk. We disclaim any liability arising from the Customer's or any User's use of an Output without independent review.

12. Intellectual Property

The Service, including all software, designs, text, graphics, user interfaces, logos, trademarks, and Documentation, and all intellectual property rights therein, are and remain the sole property of Sundial Systems Inc. and its licensors. Except for the limited rights expressly granted in these Terms, no rights, title, or interest in the Service are transferred to the Customer.

"MatterMind" and the MatterMind logo are trademarks of Sundial Systems Inc. You may not use our trademarks without our prior written consent, except as required to identify the Service in a lawful, accurate manner.

13. Feedback

If you provide suggestions, comments, ideas, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, copy, modify, and incorporate the Feedback into our products and services without any obligation to you. Feedback is provided on a non-confidential basis.

14. Confidentiality

Each party (the "Receiving Party") may have access to non-public information of the other party (the "Disclosing Party") in connection with the Service, including business, technical, financial, and product information disclosed in writing or orally and identified as confidential, or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Customer Data is the Confidential Information of the Customer. The Service, including non-public features, pricing, and roadmaps, is the Confidential Information of Sundial Systems.

The Receiving Party agrees to use Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms, to protect Confidential Information with at least the same standard of care it uses to protect its own confidential information of a similar nature (and in no event less than a reasonable standard of care), and not to disclose Confidential Information except to its employees, contractors, and advisors who have a need to know and who are bound by written obligations of confidentiality at least as protective as those in this Section.

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully in the Receiving Party's possession before disclosure, is rightfully obtained from a third party without confidentiality obligations, or is independently developed without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided that it gives reasonable prior notice to the Disclosing Party where legally permitted.

15. Third-Party Services and Sub-processors

The Service may interoperate with Third-Party Services, including practice management systems, payment processors, and email providers. Use of a Third-Party Service is subject to the terms and privacy policies of the third party. We are not responsible for any Third-Party Service or for the consequences of integrating it with the Service. The Customer is responsible for any fees the Customer pays to a Third-Party Service provider.

We use sub-processors to deliver the Service. A current list of sub-processor categories is described in our Privacy Policy.

16. Privacy and Data Protection

Our collection, use, disclosure, and protection of Personal Information is governed by our Privacy Policy, which is incorporated into these Terms by reference. We process Personal Information about a Customer's own clients as a service provider on the Customer's instructions, in accordance with the Customer's obligations under PIPA, PIPEDA, and other applicable privacy law.

17. Service Availability and Changes

We aim to provide the Service with high availability but do not guarantee that the Service will be uninterrupted or error-free. We may perform scheduled maintenance and emergency maintenance from time to time, and will provide commercially reasonable notice of scheduled maintenance where practicable.

We may modify, add, or remove features of the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription term without providing the Customer with a reasonable opportunity to cancel and receive a pro-rated refund of pre-paid, unused fees attributable to the affected functionality.

18. Beta Features

From time to time we may make features available to the Customer that we identify as "beta", "preview", "early access", or similar (each, a "Beta Feature"). Beta Features are provided on an "as is" basis, may be modified or discontinued at any time, are not subject to any service level commitments, and are excluded from any warranties or indemnities in these Terms. Information about Beta Features is our Confidential Information.

19. Warranties and Disclaimers

19.1 Mutual Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into these Terms and to perform its obligations under them.

19.2 Service Warranty

We warrant that during a paid Subscription the Service will perform materially in accordance with the Documentation. As the Customer's sole and exclusive remedy for breach of this warranty, we will use commercially reasonable efforts to correct the reported non-conformity, and if we are unable to do so within a reasonable period the Customer may terminate the affected Subscription and receive a pro-rated refund of pre-paid, unused fees for the period after termination.

19.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 19.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL OUTPUTS AND ANY BETA FEATURES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OUTPUT.

Nothing in these Terms is intended to exclude, restrict, or modify any non-waivable statutory consumer rights you may have under applicable Alberta or Canadian law, including under the Consumer Protection Act (Alberta) and the Sale of Goods Act (Alberta).

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

20.1 No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Aggregate Cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO MATTERMIND FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) CAD $500.

20.3 Exceptions. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or breach of confidentiality obligations.

20.4 Provincial Variations. Some jurisdictions, including Alberta, do not allow certain limitations on implied warranties or limitations or exclusions of liability for certain types of damages. If those laws apply, some of the limitations in this Section may not apply to you and you may have additional rights.

21. Indemnification

The Customer agrees to defend, indemnify, and hold harmless MatterMind, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or related to:

• the Customer's or any User's breach of these Terms, including the Acceptable Use Policy in Section 8;
• the Customer's or any User's violation of applicable law or professional rules;
• any Customer Data, including any claim that Customer Data infringes a third party's intellectual property, privacy, or other rights; and
• the Customer's or any User's use of an Output without independent review.

We will give the Customer prompt notice of any indemnifiable claim, reasonable cooperation in defending the claim (at the Customer's expense), and the option to control the defence and settlement of the claim, provided that any settlement that imposes obligations on us requires our prior written consent.

22. Term, Termination, and Suspension

22.1 Term

These Terms apply from the date you first accept them or use the Service and continue until terminated as set out below.

22.2 Termination for Convenience

The Customer may terminate a Subscription as described in Section 7. We may terminate a free trial Account at any time on notice.

22.3 Termination for Cause

Either party may terminate these Terms on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice of the breach. We may terminate immediately on written notice if the Customer fails to pay any amount when due and the failure continues for more than 15 days after written notice, or if the Customer breaches the Acceptable Use Policy in Section 8, the confidentiality obligations in Section 14, or any intellectual property restrictions in these Terms.

22.4 Suspension

We may suspend access to the Service immediately on notice if we reasonably believe the Service is being used in a manner that poses a security or legal risk, infringes our or any third party's rights, materially breaches these Terms, or is required to be suspended by law. We will use reasonable efforts to give advance notice where practicable.

22.5 Effect of Termination

On termination of these Terms:

• the Customer's right to access and use the Service ends;
• any fees that have accrued before termination remain payable;
• the Customer may export Customer Data during the post-termination retention window described in our Privacy Policy; and
• Sections that by their nature should survive termination, including Sections 6 (to the extent of accrued fees), 8, 10, 11, 12, 13, 14, 19, 20, 21, 24, and 25, will survive.

23. Force Majeure

Neither party will be liable for any failure or delay in performance of these Terms (other than the obligation to pay fees) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics or public health emergencies, acts of war or terrorism, civil unrest, government action, labour disputes, internet or power outages, cyber attacks, or failures of upstream service providers. The affected party will use reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable.

24. Governing Law and Dispute Resolution

24.1 Governing Law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Good-Faith Resolution

Before initiating any formal dispute resolution, the parties will attempt in good faith to resolve any dispute by written notice and discussion between senior representatives of each party, for a period of at least 30 days from the date of written notice of the dispute.

24.3 Courts

Subject to Section 24.4, each party submits to the exclusive jurisdiction of the courts located in Edmonton, Alberta for the resolution of any dispute arising out of or related to these Terms or the Service, and waives any objection to venue or forum non conveniens in those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

24.4 Optional Arbitration

If the parties agree in writing after a dispute has arisen, they may submit the dispute to binding arbitration in Edmonton, Alberta, in English, before a single arbitrator under the Arbitration Act (Alberta). The arbitrator's award will be final and binding and enforceable in any court of competent jurisdiction.

24.5 Class Action Waiver

To the maximum extent permitted by applicable law, each party agrees that disputes will be resolved on an individual basis and that neither party will participate in any class, collective, or representative action against the other.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Policy and any order form or other written agreement signed by both parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. In the event of a conflict between these Terms and a signed order form, the order form prevails to the extent of the conflict.

25.2 Amendments

We may amend these Terms from time to time. We will post the updated Terms at this URL and, for material changes, provide notice to the Customer by email or in-app notification at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer's sole remedy is to terminate the Subscription as described in Section 7 before the changes take effect.

25.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

25.4 No Waiver

A party's failure to enforce any right or provision of these Terms is not a waiver of that right or provision, and no waiver is effective unless in writing and signed by the waiving party.

25.5 Assignment

The Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without our prior written consent. Sundial Systems may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to an affiliate, in each case on notice to the Customer. Any prohibited assignment is void.

25.6 Notices

We may give notices to the Customer by email to the address associated with the Account, by in-app notification, or by posting on our website. The Customer may give notices to us by email to legal@mattermind.io. Notices are effective on receipt.

25.7 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

25.8 Independent Contractors

The parties are independent contractors. Neither party has authority to bind the other.

25.9 Language

These Terms are drawn up in English. Any translation provided is for convenience only and the English version prevails in the event of any conflict. The parties have requested that these Terms and all related documents be drafted in English. Les parties ont demandé que ces Conditions et tous les documents connexes soient rédigés en anglais.

25.10 Headings

Headings are for convenience of reference only and do not affect interpretation.

26. Contact

For questions about these Terms, please contact us:

Sundial Systems Inc.
Re: MatterMind platform
Email: legal@mattermind.io
Website: https://www.mattermind.io

By creating an Account or using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.

These Terms of Service are provided for transparency and are not legal advice. Customers should consult their own legal advisors regarding the application of these Terms to their specific circumstances.