Platform Access Agreement & Disclaimer

This Platform Access Agreement and Disclaimer (this "Agreement") governs access to and use of the Partner Counsel intake portal, document fulfillment platform, and related systems, including the Bloodline^™ estate planning fulfillment product (collectively, the "Platform"), made available by Partner Counsel AI Systems LLC, a Florida limited liability company ("Partner Counsel"). By accessing the Platform, submitting an Intake, or clicking "I Agree," the law firm identified at registration (the "Firm"), acting through its accepting attorney, agrees to this Agreement.

Capitalized terms not defined in this Agreement have the meanings given in the Master Fulfillment and Vendor Services Agreement between Partner Counsel and the Firm (the "MSA"), including "Intake," "Plan Package," "Client Matter," "Firm Client Information," and "Deliverables." Questions may be directed to Admin@partnercounsel.com.

1.1 Access. Subject to this Agreement and the MSA, Partner Counsel grants the Firm limited, non-exclusive, non-transferable access to the Platform for the sole purpose of submitting Intakes and receiving Deliverables in connection with genuine Client Matters. Access is available only to law firms and to attorneys licensed and in good standing in the jurisdiction of the applicable Client Matter. Partner Counsel may verify licensure as a condition of access and may suspend or revoke access for any account that fails verification.

1.2 The Firm Directs the Work. The Platform assembles draft documents from Intakes submitted by the Firm. The selection of planning structures, dispositive terms, fiduciary designations, and every other legal judgment reflected in an Intake are decisions of the Firm and its supervising attorney — they are not decisions made by Partner Counsel. Partner Counsel's role is that of a document fulfillment vendor acting at the direction of, and as nonlawyer assistance to, the supervising attorney.

1.3 Deliverables Only Under an Executed MSA. The Platform will not release Deliverables to a Firm that has not executed the MSA. If any provision of this Agreement conflicts with the MSA, Section 13 governs which document controls.

2.1 Not a Law Firm. Partner Counsel is not a law firm and is not licensed or authorized to practice law in Florida or any other jurisdiction.

2.2 Not a Substitute for the Supervising Attorney's Judgment. The Platform does not replace, and is not a substitute for, the professional judgment of the supervising attorney. Whether a planning structure, template, clause, or Deliverable is suitable for a particular client is a determination reserved exclusively to the Firm.

2.3 Not Legal Advice. Nothing on or produced by the Platform — including explanatory text, embedded guidance, suggested defaults, drafting notes, AI-generated content, or the Deliverables themselves — constitutes legal advice, a legal opinion, or a recommendation concerning any person's legal rights, options, or strategies.

2.4 Not a Legal Review or Audit. Partner Counsel does not review Intakes or Deliverables for legal sufficiency, tax treatment, regulatory compliance, or appropriateness to any client's circumstances or jurisdiction. Identification of an incomplete or internally contradictory Intake under the MSA is a production-quality function, not a legal review.

2.5 Not Co-Counsel, Not a Referral Service, Not a Party to Any Fee. Partner Counsel is not co-counsel on any matter, is not a lawyer referral service, does not solicit or accept referral fees, and does not share in any legal fee. Partner Counsel's charges are flat vendor fees as described in Section 8.

3.1 No Attorney-Client Relationship. Use of the Platform creates no attorney-client relationship between Partner Counsel (or any of its members, officers, employees, contractors, agents, or AI systems) and the Firm, and none between Partner Counsel and any client of the Firm. No Partner Counsel personnel act as anyone's attorney under this Agreement, regardless of any individual's bar admission.

3.2 Privilege Posture. Communications between the Firm and Partner Counsel are not attorney-client communications with Partner Counsel and are not privileged on that basis. However, as provided in the MSA, Partner Counsel acts as an agent of the Firm for the purpose of assisting the Firm's provision of legal services to its clients, and the parties intend that the confidentiality of Firm Client Information, and any applicable attorney-client privilege or work-product protection belonging to the Firm or its clients, be preserved to the fullest extent permitted by law. The Firm is solely responsible for its own determinations concerning privilege, including what information to transmit through the Platform. Partner Counsel will notify the Firm of any subpoena or demand for Firm Client Information as provided in the MSA.

3.3 No Fiduciary Duty. This Agreement creates no fiduciary, trust, or agency relationship except the limited agency described in Section 3.2. Partner Counsel owes no duty of any kind to the Firm's clients, to beneficiaries or fiduciaries named in any Deliverable, or to any other third party.

4.1 Every Deliverable Is a Draft. Every Deliverable is a draft prepared for the review of the supervising attorney. No Deliverable is intended for execution by any client, delivery to any client, or reliance for any purpose until the supervising attorney has reviewed it, directed any revisions, and approved it, in the same manner required of work produced by the Firm's own nonlawyer staff under rules of professional conduct governing supervision of nonlawyer assistance (including rules analogous to ABA Model Rules 5.1 and 5.3 and the principles of ABA Formal Opinion 08-451).

4.2 Draft Marking. Until the Firm generates execution copies, the Platform marks Deliverables "DRAFT — PENDING ATTORNEY REVIEW" as a reminder. Removal of the marking is an act of the Firm and constitutes the supervising attorney's representation that review and approval have occurred.

4.3 Use Before Review at the Firm's Sole Risk. Partner Counsel strongly recommends against any use of a Deliverable before supervising attorney review. Any such use is at the Firm's sole risk.

5.1 Template-Based Assembly with AI Assistance. The Platform does not draft from a blank page. Deliverables are assembled from Partner Counsel's clause libraries and templates, populated from the Intake. Partner Counsel uses artificial intelligence and other automation in its production process, including to populate fields, flag inconsistencies, and generate narrative or explanatory content such as summaries and funding or coordination memoranda.

5.2 Errors, Omissions, and Hallucinations. Deliverables may contain errors, omissions, or outdated provisions, and AI-generated content may include fabricated citations, incorrect statutory references, or other hallucinated content. Templates and clause libraries may not reflect the current law of any jurisdiction. Auto-populated or suggested values may be incorrect. The supervising attorney is responsible for verifying every element of a Deliverable — including every citation, statutory reference, dispositive provision, and tax-sensitive clause — before approval.

5.3 No Determination of Suitability. Partner Counsel makes no determination that any template, clause, option, or Deliverable is appropriate for the Firm's client, jurisdiction, or transaction, and makes no representation that any Deliverable is legally sufficient, will achieve any intended legal or tax effect, or will be accepted by any court, taxing authority, financial institution, or counterparty.

6.1 Estate Planning and Related Matters. Deliverables may implicate, without limitation: state-specific execution and witnessing formalities; homestead, elective share, community property, and pretermitted heir regimes; federal and state transfer taxes (estate, gift, and generation-skipping) and income tax and basis consequences; retirement asset and beneficiary designation coordination; Medicaid, SSI, and other public benefits eligibility; asset protection and fraudulent transfer law; fiduciary selection and powers; and trust funding. These regimes vary materially by jurisdiction and change over time.

6.2 Consequences of Error. Errors in estate planning and related documents can produce invalid or unenforceable instruments, unintended dispositions, avoidable tax liability, disqualification from public benefits, will contests and fiduciary litigation, and professional liability exposure for the Firm.

6.3 Warning. DO NOT PERMIT ANY CLIENT TO EXECUTE, AND DO NOT DELIVER OR RELY UPON, ANY DELIVERABLE UNTIL IT HAS BEEN REVIEWED AND APPROVED BY THE SUPERVISING ATTORNEY. A FIRM THAT USES A DELIVERABLE WITHOUT SUCH REVIEW DOES SO AT ITS SOLE RISK AND ACCEPTS FULL RESPONSIBILITY FOR ALL CONSEQUENCES.

7.1 Licensure and Good Standing. The Firm represents that each attorney who submits Intakes or approves Deliverables is licensed and in good standing in the jurisdiction of the applicable Client Matter, and will promptly notify Partner Counsel of any suspension, revocation, or material disciplinary proceeding.

7.2 Genuine Client Matters Only; No Resale. The Firm will submit Intakes only for genuine Client Matters in which the Firm is engaged, and will not resell, sublicense, broker, or redistribute the Platform, the Services, or any Deliverable to any third party, or use Deliverables as templates for other matters.

7.3 Intake Accuracy. Partner Counsel prepares Deliverables in reliance on the Intake as submitted. The Firm is responsible for the accuracy and completeness of each Intake and for all legal judgments reflected in it.

7.4 Client Disclosure and Consent. The Firm is solely responsible for determining whether disclosure to its client of the use of outside drafting assistance, or informed client consent, is required under the rules of professional conduct applicable to the Firm, and for making any required disclosure or obtaining any required consent.

7.5 Client Data. The Firm is responsible for its authority to transmit Firm Client Information through the Platform, including any client consents or notices required under applicable rules of professional conduct and privacy laws. Partner Counsel handles Firm Client Information as provided in Section 9 and the MSA.

7.6 Account Security. The Firm is responsible for maintaining the confidentiality of its Platform credentials and for all activity under its account, and will promptly notify Partner Counsel of any suspected unauthorized access.

8.1 Flat Vendor Fees Only. Partner Counsel charges the flat, per-Deliverable vendor fees set forth in the MSA and its fee schedule. Fees are fixed charges owed by the Firm regardless of what the Firm charges its client, and are not contingent on, calculated from, or shared with any legal fee. PARTNER COUNSEL DOES NOT AND WILL NOT SHARE IN ANY LEGAL FEE, AND NEITHER PAYS NOR RECEIVES ANY REFERRAL FEE, COMMISSION, OR REVENUE SHARE IN CONNECTION WITH ANY CLIENT MATTER.

8.2 Firm Billing Decisions. How the Firm prices its own legal services, and whether and how the Firm passes through Partner Counsel's vendor fee as a cost or disbursement, are decisions of the Firm governed by the rules of professional conduct applicable to the Firm.

9.1 MSA Governs. Partner Counsel's confidentiality, data protection, use restriction, subpoena notice, breach notice, and return-and-destruction obligations with respect to Firm Client Information are set forth in Section 8 of the MSA and apply to all use of the Platform. Without limiting the MSA: Partner Counsel uses Firm Client Information solely to perform the Services for the applicable Client Matter; does not sell it; does not transfer or store it outside the United States; and does not use it to train any machine-learning model or to improve any product or service other than performance of the Services for the applicable Client Matter.

10.1 Limited Warranty. Partner Counsel warrants that the Services will be performed in a professional and workmanlike manner and that each Deliverable will materially conform to the Intake from which it was assembled, with the exclusive remedies stated in the MSA.

10.2 Disclaimer. EXCEPT AS STATED IN SECTION 10.1, THE PLATFORM, THE SERVICES, AND THE DELIVERABLES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, OR NON-INFRINGEMENT. PARTNER COUNSEL MAKES NO WARRANTY AS TO THE LEGAL SUFFICIENCY, TAX TREATMENT, OR FITNESS OF ANY DELIVERABLE FOR ANY CLIENT, ALL OF WHICH ARE MATTERS OF PROFESSIONAL JUDGMENT RESERVED TO THE FIRM.

11.1 Exclusions and Cap. EXCEPT FOR BREACHES OF SECTION 9 (AND SECTION 8 OF THE MSA), NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING FROM OR RELATING TO THE PLATFORM, THE SERVICES, OR ANY DELIVERABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE FIRM TO PARTNER COUNSEL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS SECTION LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

11.2 Essential Bargain. These limitations reflect the allocation of risk between a flat-fee document fulfillment vendor and a law firm that retains all professional responsibility, and are an essential basis of the bargain. In jurisdictions that do not permit certain exclusions or limitations, they apply to the fullest extent permitted.

12.1 By the Firm. To the maximum extent permitted by law, the Firm will indemnify, defend, and hold harmless Partner Counsel and its members, officers, employees, and agents from third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) to the extent arising from: (a) the Firm's exercise of professional judgment, or its supervision, approval, or use of any Deliverable; (b) the Firm's relationship with, and any claim by, its clients or their beneficiaries or fiduciaries; (c) the Firm's violation of applicable law or rules of professional conduct; or (d) the Firm's breach of this Agreement or the MSA. Partner Counsel's indemnification obligations to the Firm are as stated in the MSA. This Section survives termination.

13.1 Supplement, Not Replacement. This Agreement supplements, and does not replace, the MSA. In the event of a direct conflict: (a) with respect to Platform access and the disclaimers and acknowledgments in Sections 2 through 6 and 14 through 15 of this Agreement, this Agreement controls; and (b) in all other respects — including fees, confidentiality, intellectual property, warranties, liability, and indemnification — the MSA controls.

14.1 Notice. Partner Counsel is not authorized to practice law in Florida or in any other state or jurisdiction, and does not give legal advice to any person. Partner Counsel provides its services exclusively to licensed attorneys and law firms, does not market to or contract with consumers, does not select legal forms for any member of the public, and is not a lawyer referral service. All Deliverables are prepared at the direction of, and for review and approval by, a licensed supervising attorney, in the manner of nonlawyer assistance to that attorney. Any person who is not a licensed attorney and requires legal services should consult an attorney licensed in that person's jurisdiction.

15.1 Acknowledgments. By executing the MSA, accessing the Platform, or otherwise accepting this Agreement (including any electronic acceptance presented through the Platform), the Firm, through its accepting attorney, acknowledges and agrees that:

• the accepting attorney has read this Agreement in full and is authorized to bind the Firm;
• Partner Counsel is not a law firm, does not practice law, does not provide legal advice, and is not the attorney of the Firm or of any client of the Firm;
• use of the Platform creates no attorney-client relationship with Partner Counsel, and communications with Partner Counsel are not privileged as attorney-client communications with Partner Counsel, subject to the agency and privilege-preservation intent described in Section 3.2;
• Deliverables are produced by template-based assembly with AI assistance, may contain errors, omissions, or hallucinated content, and are drafts not suitable for execution or delivery until reviewed and approved by the supervising attorney;
• the Firm retains sole and complete professional responsibility for each Client Matter and for every document delivered to its clients, and is solely responsible for supervision of Partner Counsel's work as nonlawyer assistance, for intake accuracy, and for any client disclosure or consent required by applicable rules of professional conduct;
• Partner Counsel's fees are flat vendor fees; Partner Counsel does not share in any legal fee and neither pays nor receives referral compensation;
• the Firm understands the practice-specific risks described in Section 6 and will not permit execution of, deliver, or rely on any Deliverable without supervising attorney review and approval; and
• the Firm agrees to the Disclaimer of Warranties (Section 10), Limitation of Liability (Section 11), and Indemnification (Section 12), and to all other terms of this Agreement and the MSA.

15.2 Acceptance Records. Where acceptance of this Agreement is presented electronically through the Platform, Partner Counsel may record the version of this Agreement accepted, the date and time of acceptance, the accepting IP address and user agent, and the identity and bar number of the accepting attorney. The parties agree that any such records are reliable evidence of acceptance under the federal Electronic Signatures in Global and National Commerce Act and the Florida Electronic Transactions Act (Fla. Stat. § 668.50) or other applicable Uniform Electronic Transactions Act.

15.3 Updates. Partner Counsel may update this Agreement, and will revise the "Last updated" date above when it does. Material updates may be presented for re-acceptance through the Platform. The Firm's continued access to or use of the Platform after the effective date of an update constitutes agreement to the updated terms.

16.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Florida without regard to conflicts principles. Exclusive venue for any action arising out of this Agreement lies in the state or federal courts located in Orange County, Florida, and each party consents to personal jurisdiction there.

16.2 Severability; Waiver; Survival. If any provision is held unenforceable, the remainder of this Agreement remains in effect and the provision will be reformed to the minimum extent necessary. No waiver is effective unless in writing. Sections 2 through 3, 9 through 12, and 14 through 16 survive termination of Platform access.

16.3 No Third-Party Beneficiaries. This Agreement is for the benefit of Partner Counsel and the Firm only. No client of the Firm, and no beneficiary or fiduciary named in any Deliverable, is a third-party beneficiary of this Agreement.