Counsel OS · A service by Stratos House

Terms of Service

Counsel OS · Stratos House AI Inc. · Effective July 20, 2026

These Terms of Service (the "Terms") are an agreement between Stratos House AI Inc., a British Columbia company ("Stratos", "we", "us"), and the law firm, sole practitioner, or legal department identified in an Order Form (the "Customer", "you"). They govern the Counsel OS service at counsel.stratosagency.ai. Counsel OS is offered to businesses only. By signing an Order Form or using the service, you agree to these Terms.

1. Definitions

2. The service

2.1 Counsel OS has two components: (a) a one-time build in which Stratos constructs the Customer's private Drafting System from Firm Precedents, wires the Customer's jurisdictions into monitoring, and configures document agents around the Customer's processes; and (b) an ongoing service in which Stratos operates the deployment, monitors official law sources, maintains and extends the agent fleet, and provides support, as described in the Order Form.

2.2 The service is provided only to law practices and legal departments. It is a professional drafting-support tool for licensed lawyers, not a consumer service.

3. Accounts and Authorized Users

3.1 The Customer designates Authorized Users and is responsible for their use of the service and the confidentiality of their credentials.

3.2 The Customer will ensure that every person who operates the sign-off gate (accepting, rejecting, or approving documents) is a lawyer licensed and in good standing in a jurisdiction relevant to the matter, or acts under such a lawyer's direct supervision in accordance with applicable professional conduct rules.

4. Professional responsibility and mandatory lawyer review

4.1 Stratos is a technology and drafting-support vendor. Stratos is not a law firm, does not practise law, and does not provide legal advice or legal opinions. Nothing in the service creates a solicitor-client, attorney-client, or fiduciary relationship between Stratos and the Customer or between Stratos and any client of the Customer.

4.2 Output is drafting assistance prepared for the independent professional judgment of a licensed lawyer. The Customer acknowledges and agrees that: (a) AI-generated content can contain errors, omissions, and fabricated content, including invented cases, statutes, and citations; (b) a licensed lawyer at the Customer must review, verify, and approve every Output before any use, delivery, or filing; and (c) the Customer retains sole professional responsibility for every document it delivers to its clients or files anywhere, whatever role the service played in preparing it.

4.3 The mandatory sign-off gate is a condition of use of the service. The Customer will not bypass, disable, or attempt to circumvent the gate, and will not treat passage through the gate as a substitute for the review described in Section 4.2.

4.4 The Customer is responsible for its own compliance with the rules of its law society, bar, or other regulator concerning the use of artificial intelligence, including competence, supervision, confidentiality, client-consent, and court-disclosure obligations that apply to it.

4.5 The Customer will not state or imply to its clients or any third party that Counsel OS or Stratos, rather than the Customer, is providing legal services.

5. AI acknowledgments

5.1 Output is generated with AI Models. An independent second model reviews drafts and files findings by severity. This review is a risk control, not a guarantee: it reduces but does not eliminate the possibility of error.

5.2 Law monitoring draws on official sources checked on a regular schedule. Currency of legal content is limited to the most recent monitored update, and no warranty is given that any Output reflects the current state of the law in any jurisdiction.

5.3 Stratos does not warrant that any Output is fit for a particular matter, jurisdiction, court, or purpose. Section 4.2 is the agreed mechanism for catching errors.

6. Customer obligations and restrictions

6.1 The Customer warrants that it has all rights necessary to provide Firm Precedents and Customer Data to Stratos for the purposes of these Terms, including in any third-party or client-owned material contained in them.

6.2 The Customer will not: (a) use the service in violation of law or professional conduct rules; (b) reverse engineer the service or build a competing product using it; (c) resell or provide the service to third parties except as expressly agreed; (d) submit data of individuals or matters it is not entitled to process.

7. Fees and payment

7.1 Fees are set out in the Order Form: a one-time setup fee, a monthly build-phase fee, and an ongoing monthly service retainer. The setup fee is non-refundable once the build has started.

7.2 Fees are in Canadian dollars unless the Order Form says otherwise, plus applicable taxes (including GST/PST where applicable). Invoices are payable within [30] days. Late amounts may bear interest at [1.5] percent per month. Founding member rates, where granted, are recorded on the Order Form.

8. Confidentiality and privilege

8.1 Each party will protect the other's Confidential Information with at least the care it uses for its own, and no less than reasonable care, and will use it only to perform under these Terms. Customer Data, including all client materials, is the Customer's Confidential Information whether or not marked.

8.2 The parties acknowledge that Customer Data may include material protected by solicitor-client privilege, litigation privilege, attorney-client privilege, or work-product protection. Stratos performs services in furtherance of the Customer's lawyer-client relationships, and the parties intend that no disclosure of Customer Data to Stratos waives any privilege or protection. Stratos will treat all Customer Data as privileged and strictly confidential.

8.3 If Stratos receives a subpoena, production order, or other demand for Customer Data, it will, unless legally prohibited, promptly notify the Customer and reasonably cooperate so the Customer can seek protective measures or assert privilege before any disclosure.

8.4 Access to Customer Data is limited to personnel and subprocessors who need it to provide the service and who are bound by confidentiality obligations no weaker than these.

8.5 Confidentiality obligations survive termination; for material subject to privilege they survive indefinitely.

9. Intellectual property

9.1 Firm Precedents and Customer Data. The Customer owns them. The Customer grants Stratos a limited, non-exclusive licence to host and process them solely to build and operate the Customer's own Drafting System and provide the service. This licence ends with the agreement. Stratos will never use Firm Precedents or Customer Data to train or improve any AI model, and never for any other customer.

9.2 Output. As between the parties and subject to payment of fees, all right, title, and interest in Output vests in the Customer on generation, and Stratos assigns to the Customer whatever rights it may hold in Output. To the extent any rights cannot be assigned, Stratos grants the Customer a perpetual, irrevocable, royalty-free licence to use Output without restriction.

9.3 Platform. Stratos retains all rights in the Counsel OS platform, software, prompt architectures, workflows, templates authored by Stratos, and improvements, including generalized know-how that contains no Customer Confidential Information.

9.4 Drafting System on exit. On termination the Customer receives its Firm Precedents, all Output, and its template library in a structured, portable export. The configured agent and prompt architecture, and all other platform components of the Drafting System, remain the property of Stratos.

9.5 Feedback the Customer chooses to give may be used by Stratos without restriction, provided it contains no Customer Confidential Information.

10. Data protection and security

10.1 Customer Data is encrypted in transit and at rest and scoped to the Customer's own tenant. Stratos maintains administrative, technical, and organizational safeguards appropriate to the sensitivity of legal data.

10.2 The Data Processing Addendum at Schedule A forms part of these Terms. As between the parties, the Customer is the controller of personal information in Customer Data and Stratos processes it only on the Customer's instructions as a service provider.

10.3 Stratos maintains a Subprocessor List (hosting, AI Models, payments, communications) and will give [30] days notice of additions, during which the Customer may reasonably object on data-protection grounds; if no workaround exists the Customer may terminate the affected service. Stratos remains responsible for its subprocessors.

10.4 Stratos maintains agreements with AI Model providers that prohibit training on Customer Data and limit retention to what is needed to return output.

10.5 If Stratos confirms a breach of security safeguards affecting Customer Data, it will notify the Customer without undue delay and in any event within [72] hours of confirmation, and will provide the information the Customer reasonably needs to meet its own notification duties, together with reasonable cooperation and remediation.

11. Warranties and disclaimers

11.1 Stratos warrants that the services will be performed in a professional and workmanlike manner materially in accordance with these Terms and the Order Form.

11.2 Except as stated in Section 11.1, the service is provided as is, and Stratos disclaims all other warranties, conditions, and representations, express or implied, statutory or otherwise, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, and non-infringement, and any warranties arising from course of dealing. Without limiting the foregoing, Stratos does not warrant the legal accuracy, completeness, or currency of any Output.

12. Indemnification

12.1 Stratos will defend and indemnify the Customer against third-party claims that the platform itself (excluding Customer Data, Firm Precedents, and Output as used by the Customer) infringes intellectual property rights, with the customary exclusions (combinations, modifications, use in breach of these Terms) and the customary remedies (procure the right, modify, replace, or terminate and refund prepaid unused fees).

12.2 The Customer will defend and indemnify Stratos against third-party claims arising from: (a) Firm Precedents or Customer Data; (b) the Customer's use of Output, including delivery to clients or filing anywhere; (c) the Customer's breach of Sections 4, 6, or its professional obligations.

13. Limitation of liability

13.1 Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

13.2 Each party's total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and expressly including claims arising from the handling of data or from negligence, is limited to the fees paid by the Customer in the twelve months before the event giving rise to the claim.

13.3 Section 13.2 does not limit: (a) the Customer's payment obligations; (b) either party's indemnity obligations under Section 12; (c) liability that cannot be limited by law. For claims arising from a breach of Section 8 (Confidentiality) or a breach of security safeguards affecting Customer Data, the cap in Section 13.2 is increased to two times the fees paid in the twelve months before the event.

13.4 Stratos has no liability for the consequences of the use of any Output that a licensed lawyer of the Customer has not reviewed and approved as required by Section 4, or for the substantive legal correctness of any Output.

14. Term, suspension, and termination

14.1 The agreement starts on the Order Form date and runs for the initial term stated there, then renews monthly until terminated. DECISION: recommended initial term is the three-month build phase plus [three] months.

14.2 Either party may terminate: (a) for convenience on [30] days written notice after the initial term; (b) for material breach not cured within [15] days of notice; (c) immediately for the other party's insolvency. Stratos may terminate or suspend immediately for non-payment not cured within [10] days of notice, or for a genuine security risk, with notice.

14.3 On termination the Customer's licence ends, and Sections 8, 9, 11.2, 12, 13, 15, and 16 survive.

15. Data export and deletion

15.1 At any time during the term and for [45] days after termination, the Customer may export all Output and Firm Precedents in standard formats (.docx and PDF, plus a structured export of the template library).

15.2 After the retrieval window, Stratos will delete Customer Data within [30] days, except copies in routine encrypted backups (deleted on the backup cycle) and material Stratos must retain by law or legal hold. On request Stratos will confirm deletion in writing.

16. Governing law and disputes

16.1 These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 The courts of British Columbia sitting in Vancouver have exclusive jurisdiction, and the parties waive objections to that forum. Either party may seek injunctive relief for breaches of confidentiality or intellectual property in any court of competent jurisdiction. To the extent permitted, each party waives trial by jury.

17. General

Assignment (neither party may assign without consent, except Stratos on a merger or sale of its business); force majeure; notices in writing to the addresses on the Order Form; entire agreement (Terms + Order Form + schedules); amendments to commercial terms in writing signed by both parties, and platform-terms updates with [30] days notice and continued use; severability; no waiver by conduct; independent contractors; no publicity naming the Customer without written consent (off by default for law firms); survival as stated.

Schedule A: Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Terms of Service between Stratos and the Customer and applies to Stratos's processing of personal information contained in Customer Data.

A1. Roles. The Customer is the organization accountable for (controller of) personal information in Customer Data, including personal information of the Customer's own clients. Stratos is a service provider (processor) and processes such personal information only to provide the service and only on the Customer's documented instructions, which these Terms constitute.

A2. Scope of processing. Subject matter: operation of the Counsel OS service. Duration: the term of the agreement plus the wind-down period. Nature and purposes: hosting, drafting, independent review, monitoring, export, and support. Categories of data subjects and personal information: those contained in documents and matter information the Customer submits, as determined by the Customer.

A3. Prohibited uses. Stratos will not: (a) sell or share personal information in Customer Data; (b) retain, use, or disclose it for any purpose other than providing the service, or outside the direct business relationship with the Customer; (c) combine it with personal information from any other source except as needed to provide the service; (d) use Customer Data to train or improve any AI model. Where the Customer is subject to the California Consumer Privacy Act or a similar law, Stratos acts as a "service provider" and certifies that it understands and will comply with the restrictions in this Section.

A4. Confidentiality of personnel. Access is limited to personnel who need it to provide the service and who are bound by confidentiality obligations.

A5. Security measures. Encryption of Customer Data in transit and at rest; logical isolation of each Customer's data within its own tenant; role-based access controls; audit logging of actions in the service; secured credential management; vendor agreements with AI model providers that prohibit training on Customer Data and limit retention to what is needed to return output.

A6. Subprocessors. Stratos maintains a list of subprocessors (hosting, AI model providers, payments, communications) available to the Customer on request, will provide 30 days notice of additions, and remains responsible for its subprocessors' performance. The Customer may object as set out in Section 10.3 of the Terms.

A7. Assistance. Stratos will provide reasonable assistance with: individual access and correction requests that concern personal information in Customer Data (referred to the Customer per the Privacy Policy); privacy impact assessments; and inquiries from privacy regulators, to the extent they concern processing by Stratos.

A8. Breach notice. Stratos will notify the Customer without undue delay and in any event within 72 hours of confirming a breach of security safeguards affecting Customer Data, with the information reasonably available about its nature, scope, and remediation, and will cooperate with the Customer's own notification obligations. Stratos maintains records of breaches as required by Canadian law.

A9. Deletion and return. On termination, Customer Data is exported and deleted per Sections 15.1 and 15.2 of the Terms. On written request, Stratos will confirm deletion.

A10. Audit. On reasonable written notice, no more than once per year, Stratos will make available information reasonably necessary to demonstrate compliance with this DPA, in the form of security documentation and written responses. This DPA does not grant on-premise inspection rights.