Version 1.0 | Last Updated: January 25, 2026
1.1 This Agreement is between LexGPS ("we," "us," or "our") and you as the accepting licensee ("Licensee," "you," or "your").
1.2 Definitions:
2.1 LexGPS provides technology to: (a) collect Client inputs; (b) generate Case Summaries; (c) display Licensee profiles; (d) enable Lead unlocking; (e) provide optional paid visibility features; (f) provide administrative tools.
2.2 LexGPS is not a law firm and does not provide legal advice or representation. LexGPS does not act as your agent or create any fiduciary relationship.
2.3 We do not guarantee any number of Leads, that you will be retained, accuracy of Client inputs, or any outcome/revenue.
2.4 You remain solely responsible for independent professional judgment and compliance with Applicable Law.
3.1 Licensing: You represent you are a lawyer/paralegal in good standing with relevant Regulator(s).
3.2 Jurisdictional Limits: You will only offer services where authorized and accurately disclose your jurisdiction(s).
3.3 Insurance: You maintain all required professional liability insurance.
3.4 Truthful Profile: All Licensee Content must be accurate and current. Promptly update if changes occur.
3.5 Disciplinary Matters: Notify LexGPS promptly of any suspension, restrictions, or significant discipline.
3.6 Verification: We may request documentation to verify licensing and eligibility. LexGPS reserves the right to periodically verify your standing with the Regulator using public directories. If we discover you are suspended or disbarred, we may terminate access immediately without notice.
4.1 Amounts paid to LexGPS are platform marketing fees for access to marketing leads—similar to purchasing advertising impressions—and are not legal fees, referral fees, or fee-sharing arrangements.
4.2 Platform fees are not contingent on retention, legal fees charged, or outcome of any matter.
4.3 Credits are sold per Schedule A. You are responsible for applicable taxes.
4.4 Credits are charged when a Client submits a Case to a selected Licensee, unless a free billing period applies to that Licensee (as determined by LexGPS). No additional credit is charged when the same Case is later accepted by that Licensee.
4.5 If enabled by platform policy and only for specifically eligible cohorts (for example, newly onboarded Licensees within a configured onboarding grace/refund window), a one (1) credit refund may apply when a Licensee declines a Case within the applicable refund window. Legal Aid acceptance refunds, if any, are also subject to specific policy eligibility conditions. LexGPS retains sole and final interpretation/decision rights on eligibility, required evidence, and refund outcomes.
4.6 All Credit purchases are generally non-refundable, except as provided in our Bad Lead Policy (Schedule A, Section A5), policy-based Case refunds (Section 4.5 / Schedule A), or verified technical errors.
4.7 We may modify pricing with at least 30 days' notice. Price changes apply to future Credit purchases only and will not affect Credits already purchased.
4.8 Unauthorized chargebacks constitute material breach.
5.1 Display/ranking may be determined by: practice area relevance, location, language, availability, responsiveness metrics, profile completeness, compliance history, and optional paid visibility.
5.2 LexGPS does not guarantee any particular placement or ranking.
5.3 Paid visibility placements will be clearly labeled as "Sponsored" or "Ad" in compliance with advertising transparency requirements.
5.4 LexGPS has no obligation to provide equal exposure to all Licensees.
5.5 Licensees may set a directory visibility preference (e.g., accepting cases, visible only, or hidden). Platform controls may override this preference at any time based on account status, billing, or administrative decisions.
6.1 Receiving/unlocking a Lead does not create a lawyer-client relationship.
6.2 Conflict checks are your sole responsibility.
6.3 Treat Client Data as confidential per your professional duties.
6.4 Do not pressure Clients or make misleading statements about outcomes.
6.5 Contact unlocked Leads within two (2) business days.
6.6 Comply with Canada's anti-spam rules when contacting Clients.
6.7 AI Verification Duty: Case Summaries are generated by AI and may omit critical facts. You agree to independently verify all information (including dates, limitation periods, party identities, and jurisdictional issues) directly with the Client before providing any legal advice or taking any action.
7.1 Client Data handling is governed by Schedule B.
7.2 Implement reasonable safeguards for Client Data security.
7.3 Notify LexGPS within 24 hours of any data breach discovery.
7.4 Do not attempt to bypass Client data controls.
8.1 Comply with Schedule C (Acceptable Use & Code of Conduct).
8.2 Do not encourage Clients to bypass Platform mechanisms to avoid fees.
8.3 We may monitor usage for fraud, abuse, and compliance.
9.1 "Confidential Information" includes platform architecture, AI prompt engineering, system instructions, pricing logic, ranking algorithms, analytics, product roadmap, and non-public business information.
9.2 Exclusions: publicly available info, previously known info, independently developed info.
9.3 Use Confidential Information only for this Agreement; protect with reasonable care.
9.4 May disclose to employees/advisors with need-to-know, or as required by law.
9.5 Return/destroy upon request or termination.
9.6 Unauthorized disclosure may warrant injunctive relief.
9.7 Obligations continue for three (3) years after termination.
10.1 Applies to complaints about: copyright/trademark infringement, defamation, privacy violations, impersonation, or content violating Schedule C.
10.2 LexGPS may remove/restrict content at its discretion.
10.3-10.4 Complainants must identify material and rights; Licensees may submit counter-notices.
10.5 Repeat infringers may be suspended/terminated.
10.6 LexGPS does not make final legal determinations.
11.1 Cooperate with complaints, regulatory inquiries, and internal investigations.
11.2 Provide relevant information upon reasonable request.
11.3 Nothing requires disclosure of privileged communications.
11.4 LexGPS may require remediation steps for breaches.
11.5 LexGPS may conduct limited compliance audits.
12.1 You grant LexGPS a non-exclusive, royalty-free license to display Licensee Content.
12.2 You are responsible for marketing compliance with Applicable Law.
12.3 We may remove/modify inaccurate or misleading content.
13.1 The Platform and all IP are owned by LexGPS.
13.2 Do not reverse engineer, scrape, interfere with, or build competing products.
13.3 Feedback you provide may be used by LexGPS without compensation.
14.1 Platform is provided "AS IS" and "AS AVAILABLE." We disclaim all warranties.
14.2 Client inputs may be incomplete, inaccurate, or misleading. AI-generated Case Summaries may contain errors or omit critical information including limitation periods, jurisdictional issues, or party details. You must independently verify all information with the Client.
15.1 LexGPS is not liable for indirect, incidental, special, or consequential damages.
15.2 Total liability capped at fees paid in prior six (6) months.
15.3 These limitations are essential to the bargain.
You will indemnify LexGPS from claims arising from: (a) your professional services; (b) malpractice allegations; (c) your breach of this Agreement; (d) your marketing/communications; (e) your handling of Client Data; (f) your Licensee Content; (g) your failure to independently verify AI-generated information.
17.1 You may terminate anytime. Unused Credits are non-refundable.
17.2 We may suspend/terminate for: breach, license issues, risk to Clients/Platform, fraud, or unverified eligibility.
17.3 Confidentiality, IP, disclaimers, liability limits, indemnity, and dispute resolution survive termination.
18.1 Governed by laws of Ontario, Canada.
18.2 Disputes resolved by binding arbitration in Toronto under the Arbitration Act, 1991 (Ontario). Notwithstanding the foregoing, either party may bring an individual action in the Small Claims Court of Ontario if the claim qualifies.
18.3 LexGPS may seek injunctive relief for IP/data misuse.
Neither party liable for delays due to events beyond reasonable control (natural disasters, pandemics, war, cyberattacks, government actions, etc.).
20.1 We may update this Agreement with notice via Platform or email.
20.2 You may not assign without consent; LexGPS may assign freely.
20.3 Invalid provisions severed; remainder enforceable.
20.4 Failure to enforce is not waiver.
20.5 This Agreement (with Schedules) is the entire agreement.
20.6 Contact: legal@lexgps.com
A1. Credits grant access to marketing leads by unlocking Client contact information. This is similar to purchasing advertising impressions. Unlocking does not guarantee retention or any outcome.
A2. LexGPS may introduce paid visibility features (enhanced placement, sponsored listings) priced via Credits, subscription, or auction.
A3. Promotional credits may have expiry. Usage limits and anti-fraud controls may apply.
A4. All purchases are generally non-refundable except as provided in A5 or for verified technical errors.
A5. Bad Lead Policy: While purchases are generally non-refundable, LexGPS may, at its sole discretion, credit back a Licensee if a Lead is verified to be invalid (e.g., disconnected number, obvious spam, completely unrelated inquiry). Such requests must be submitted within 48 hours of unlocking via our support channel.
A6. Case Dispatch Billing & Refund Policy: (a) one (1) credit is charged when a Client sends a Case to a selected Licensee, unless a free billing or promotional period applies to that Licensee (as determined by LexGPS); (b) accepting that Case does not create an additional acceptance charge; (c) if enabled by platform policy, a decline within the applicable refund window may refund one (1) credit only for specifically eligible cohorts (for example, newly onboarded Licensees within a configured onboarding grace/refund window); (d) Legal Aid acceptance refunds, if any, are policy-based and may be limited to designated cohorts/periods; (e) LexGPS retains sole and final interpretation/decision rights on eligibility, required evidence, and refund outcomes.
A7. Referral Eligibility Controls: LexGPS may pause, restrict, or hide your profile and referral eligibility at any time — for example, due to low credit balance, administrative review, or policy enforcement. When eligibility is restored, your previously saved visibility preference will take effect automatically. Specific restoration conditions are governed by platform settings and may vary.
B1. Once you receive Client Data, you are independently responsible for compliance.
B2. Permitted uses: assess matter, conflict checks, contact Client, provide services if retained, comply with legal obligations. Prohibited: selling, renting, or sharing Client Data.
B3. Maintain reasonable security safeguards.
B4. If not retained, securely delete Client Data per your retention policies.
B5. Notify LexGPS within 24 hours of any breach involving Client Data.
B6. Data processing may involve infrastructure in Canada or other jurisdictions.
C1. Treat Clients respectfully; no harassment or discrimination; no outcome promises.
C2. Contact Unlocked Leads within 2 business days.
C3. No false claims about experience, practice areas, languages, or credentials.
C4. Prohibited: bypassing fees, scraping, account sharing, malware, mass marketing with Client Data, security interference, ranking manipulation.
C5. LexGPS may suspend/terminate accounts and implement anti-fraud measures.