These HeyCounsel Member Program Terms (“Program Terms”) govern your participation in Ruli’s HeyCounsel member program. By checking the box, clicking “I agree” or “Start trial,” or logging into an account Ruli has created for you under this program, you accept these Program Terms and the Ruli Platform Terms of Service. If you do not agree, do not use the Services.

1. Who you are and what you are agreeing to

1.1 You. “You” means the HeyCounsel member who accepts these Program Terms and, if you accept on behalf of your employer, firm, or other entity, that entity. You represent that you have authority to bind that entity. You are using the Services for business and professional purposes, not as a consumer.

1.2 Incorporated terms. The Ruli Platform Terms of Service at https://www.ruli.ai/platformtermsofservice (“Platform Terms”) and the Platform Privacy Notice at https://www.ruli.ai/platformprivacynotice apply to your use of the Services and are part of these Program Terms. Capitalized terms not defined here have the meanings in the Platform Terms.

1.3 Organization customer. These Program Terms are a written agreement under Section 2.2 of the Platform Terms. You are an organization customer for all purposes under the Platform Terms and the Privacy Notice, and the provisions of the Platform Terms that apply only to individual subscribers (including Section 2.1) do not apply to you.

1.4 Precedence. If these Program Terms conflict with the Platform Terms, these Program Terms control for the HeyCounsel program. On data processing, the Platform Terms control over the Privacy Notice.

1.5 Your invoice. Ruli will send you an invoice showing your plan, the named user, the fees, your Subscription Term, and your billing email. The invoice is a statement of what you ordered under these Program Terms; it does not add or change terms.

2. Eligibility

2.1 Member pricing is conditional. The pricing in Section 5 is available only if you meet the requirements in this Section 2 when you accept these Program Terms.

2.2 You represent and warrant that:

(a) you are an active member of the HeyCounsel community;

(b) you are an attorney or other legal professional and will use the Services for legal work for yourself, your employer, or your clients;

(c) you are not employed or engaged by, an investor in, an advisor to, or otherwise affiliated with a company that offers products competitive with the Services, and you will tell Ruli promptly if that changes;

(d) the information you give Ruli is accurate, you are a real individual, and you will personally use the account; and

(e) you have the right to submit the content you upload to the Services.

2.3 Verification. Ruli may confirm your eligibility against the HeyCounsel member roster, publicly available professional information, and other reasonable sources, and may delay or decline your account while it does so.

2.4 If you leave HeyCounsel. Your member rate continues through your current Subscription Term. Ruli may move you to standard pricing at your next renewal on 30 days’ notice.

2.5 Breach. A breach of Section 2.2 is a material breach. Ruli may suspend or terminate your account immediately under Section 13 of the Platform Terms, and fees you have paid are not refundable.

3. Your subscription, seats, and permitted use

3.1 Subscription. Ruli will give you access to the Ruli platform, including legal research, contract review and redlining in Word and Google Docs, regulatory monitoring, and tabular review, at the plan level on your invoice, for your Subscription Term.

3.2 Seats. Your subscription covers one named user. You may add named users at the then-current member rate by emailing billing@ruli.ai; added seats are billed on your existing cycle and prorated for the current term. You may not share credentials, and each named user must be an individual working for you, your employer, or your clients.

3.3 Use for client work. Notwithstanding Sections 10.2 and 11 of the Platform Terms, you may use the Services and Outputs in the practice of law and the delivery of legal services for your clients and employer, including reviewing, drafting, and advising on client matters, and you may deliver Outputs to clients as part of your own work product. You may not give clients or other third parties direct access to the Services, resell access, or run the Services as a shared facility for others.

3.4 Professional responsibility. You are responsible for confirming that each client has authorized you to submit its information to the Services where that authorization is required, and for complying with the rules of professional conduct that apply to your use of AI tools. Outputs are not legal advice from Ruli, and you remain responsible for reviewing them before you rely on them (Platform Terms §6.3 and §6.5).

3.5 Usage limits. Ruli may enforce limits as described in Section 9.9 of the Platform Terms.

4. Free trial

4.1 Trial period. Every HeyCounsel plan starts with a 14-day free trial beginning on the day Ruli creates your account (the “Trial Period”). Ruli charges nothing during the Trial Period.

4.2 No invoice during the trial. Ruli does not issue an invoice or collect a payment method during the Trial Period. You can stop using the Services at any time during the trial without telling Ruli, and you will owe nothing.

4.3 Converting to a paid plan. To continue after the trial, tell Ruli which plan you want by emailing billing@ruli.ai or using the link in your trial emails, at any time during the Trial Period or within 14 days after it ends. Ruli will then send your first invoice for the plan you chose, covering your first billing period at your member rate. Your paid Subscription Term starts on the day you pay that invoice; the invoice is due within 30 days of issue. The founding-partner rate in Section 5.1 applies if you choose an annual plan and pay the invoice on or before Feb 28, 2027.

4.4 If you do not convert. When the Trial Period ends without a conversion request, your account becomes read-only under Section 9.8 of the Platform Terms. You can download your data, or still convert under Section 4.3, for 60 days. After that Ruli may delete the account.

4.5 One trial. One trial per person, per entity, and per payment method. Ruli may decline a trial to prevent abuse. Prior Ruli trial or self-serve customers are not eligible for a new trial.

4.6 Trial terms. These Program Terms, including Sections 2, 3, 6, and 7, apply during the Trial Period.

5. Fees, member pricing, renewal, and payment

5.1 Member pricing. Your fees appear on your invoice and are calculated from Ruli’s list price of $4,800 per named user per month as follows.