Terms of Use | Prolegis Solutions Ltd.

Prolegis Solutions Ltd. Terms of Use

Last Updated: October 1, 2026

Who We Are

Prolegis Solutions Ltd. ("Prolegis").

The Service We Provide

Prolegis provides real estate conveyancing and related software (the "Software"), and documents (the "Precedent Documents") and support services (the "Support") provided through or in connection with our website, accessible at prolegis.ca (collectively, the "Site"). These Terms of Use exclusively govern your access to and use of the Software, Precedent Documents, Support, and Site (collectively, the "Service").

By registering to use, by accessing, and/or by using the Service you are accepting to be bound by these Terms of Use and you acknowledge that the Service consists of confidential and proprietary information, trade secrets and ownership rights belonging to Prolegis Solutions Ltd.

The Service and all content, information and documents including, without limitation, designs, graphics, data, databases, web pages, text, files, logos, and trademarks are owned or licensed by Prolegis Solutions Ltd. and are protected under applicable copyright, trade-mark and other intellectual property laws.

Changes to Agreement

We may change the terms of this Agreement at our sole discretion at any time. If we modify the Agreement, we will post the modification on the Site or otherwise provide you with notice of the modification. We will also update the "Last updated" date at the top of these Terms. By continuing to access or use the Service after we have made a modification, you indicate that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service.

Your Use of the Service

The Service is provided exclusively for limited internal business use. You cannot resell the Service. You cannot access and use the Service in a manner that competes with Prolegis, which includes but is not limited to copying, commercial exploitation or competitive reverse engineering. If you do not agree to our Terms of Use, do not use our Service.

Definitions

1. Defined Terms:

a. "Billing Date" means, unless otherwise determined by Prolegis for You, the last day of the month;

b. "Precedent Document" is a template document that is auto-populated by information in Prolegis;

c. "Prolegis" means Prolegis Solutions Ltd.;

d. "SSAE" means Statement on Standards for Attestation Engagements;

e. "SOC2" means Service Organization Control Type 2;

f. "Transaction" is a paid use of the Service;

g. "Third Party Sites" means those services that are available as a part of the Service but are not provided by Prolegis;

h. "You" means the licensee and includes any of your employees, contractors, directors, officers to the extent that they are accessing the Services to complete the work of real estate conveyancing for you.

License & Use of Service

2. You are granted a non-exclusive, non-transferable, license limited to the access and use of the Service. This license does not include the right to:

a. reproduce, duplicate, copy, sell, resell, exploit, upload or produce information that may infringe copyright or intellectual property rights or that is unlawful, offensive, threatening, libelous, defamatory, pornographic or obscene;

b. upload, post, host, or transmit unsolicited bulk email, short message service messages, viruses, self-replicating computer programs or any code of a destructive nature;

c. modify another website so as to imply that it is associated with the service;

d. modify, reverse engineer, adapt or otherwise tamper with the Services; and

e. use the designs, graphics, data, logos and trademarks of Prolegis Solutions Ltd. without express written consent.

3. Prolegis reserves the right, at any time, to take any action deemed necessary with respect to any content that violates these Terms of Use.

4. Your license may be terminated by Prolegis without notice to you if you have not completed a Transaction within a ninety (90) day period.

5. User Driven Public Databases. The Service includes databases of key stakeholder information. As a part of your license you will have access to these databases and will be able to add information to these databases. You acknowledge that information added to these databases, unless specifically stated otherwise, will be available to other licensees of the Service. You also acknowledge that these databases, and their content, are the property of Prolegis and may only be accessed or modified in accordance with these Terms of Use. You agree that any information you modify or add to these databases becomes the property of Prolegis. Prolegis does not guarantee the accuracy of the information in the User Driven Public Databases.

6. Precedent Documents. As a part of the Service, Prolegis may provide support to You by adding your Precedent Documents to the Service. You agree that unless otherwise agreed to in writing by You and Prolegis, the Precedent Documents become the property of Prolegis.

7. User Name and Password. You are the only one authorized to access the Service using your registered username and password. Each user of the Service must have his or her own unique username and password in order to access the Service. You are responsible for protecting the security of your username and password and for the accuracy and adequacy of personal information provided to Prolegis. You will promptly notify Prolegis upon suspicion that a username and password has been lost, stolen, compromised or misused. You can contact us at support@prolegis.ca.

8. User Management. If you have access to the Service as a result of your affiliation with another registered user of the Service, that user has the authority to manage and cancel your access to the Service. A user that adds other users to the Service as a result of their affiliation with that user is responsible for the use of the Service by those other users.

9. Prolegis reserves the right at any time to introduce, modify or discontinue, temporarily or permanently, access and use of the Service with or without notice at its sole discretion.

Prolegis Assurances

10. Prolegis will hold your information in strict confidence and will not use or disclose that information except as:

a. required to perform its obligations under these Terms of Use;

b. required by law after providing notice to you and only disclosing that information which it is required to disclose;

c. set out in the Content section of the Terms of Use; and

d. otherwise authorized by you in writing.

11. If Prolegis detects any unauthorized access to your information, it will provide you with prompt notification of that unauthorized access and all relevant and available details of that unauthorized access.

12. Prolegis Assures that it:

a. uses information security best practices;

b. employs security best practices with respect to network security;

c. ensures that its host facilities for the Services maintain industry standards for security and privacy and within thirty (30) days of a request by you, provides you with a SSAE (SOC2) audit report or industry standard successor report or a comparable description of its security measures.

13. Prolegis employs managed backup services that will restore your information stored by Prolegis if your information is lost or corrupted. Prolegis may, in its sole discretion, determine the length of time that information that has been deleted from the Service will be stored.

AI Powered Content

14. AI Features. The Service may include features that use artificial intelligence, machine learning, automated systems, or similar technologies to review, analyse, compare, summarize, extract information from, classify, organize, or generate content from documents, information, instructions, and other materials submitted to or made available through the Service (collectively, the “AI Features”).

15. Recommendations and Output. The AI Features may produce suggestions, recommendations, alerts, issue flags, summaries, extracted information, comparisons, or other output (collectively, “AI Output”). AI Output is generated automatically based on the information, instructions, and materials available to the AI Features. It may be incomplete, inaccurate, out of date, unsuitable for a particular transaction, or fail to identify material issues, errors, risks, deadlines, or requirements.

16. “Informational Use Only.” AI Output is provided for general informational and workflow-assistance purposes only. AI Output is not legal, tax, financial, accounting, title, lending, insurance, regulatory, or other professional advice, and must not be treated as a substitute for the independent judgment, review, advice, or services of a qualified professional.

17. Required Human Review. Before using, relying on, filing, registering, sending, signing, implementing, or communicating any AI Output, You must independently review and verify its accuracy, completeness, currency, suitability, and compliance with applicable law, professional obligations, transaction requirements, and the facts of the matter. You must use qualified human review where appropriate, including review by the responsible lawyer or other appropriately qualified professional.

18. User Decisions. You alone are responsible for all decisions, actions, omissions, advice, communications, filings, registrations, calculations, documents, and transactions made or undertaken in reliance on, informed by, or otherwise connected with AI Output. Without limiting the foregoing, You remain solely responsible for determining whether AI Output is appropriate for the relevant client, matter, transaction, jurisdiction, and circumstances.

19. No Reliance by Third Parties. AI Output is intended solely for Your internal use in connection with Your authorized use of the Service. You must not represent to any client, counterparty, regulator, registry, lender, or other third party that AI Output has been verified, approved, endorsed, or provided by Prolegis as legal or other professional advice.

20. No Professional Relationship. Use of the AI Features or receipt of AI Output does not create a lawyer-client, fiduciary, advisory, professional-services, agency, or other special relationship between Prolegis and You, or between Prolegis and any of Your clients or other third parties.

21. Authority to Submit Content. You represent and warrant that You have obtained, and will maintain, all rights, permissions, consents, notices, and other authority necessary to submit, upload, transmit, disclose, or otherwise make available all documents, data, personal information, confidential information, and other content that You provide to the Service or direct the Service to access in connection with the AI Features (collectively, the “Content”).

22. Confidential and Privileged Materials. You are responsible for determining whether, and on what terms, any confidential, personal, sensitive, privileged, or otherwise protected material may be submitted to or processed through the AI Features. You must not submit Content in a manner that violates any applicable law, professional obligation, confidentiality obligation, privacy obligation, court order, or contractual restriction.

23. Accuracy and Completeness of Input. Prolegis is not responsible for verifying the accuracy, completeness, legality, currency, provenance, or suitability of any Content submitted by You. The quality and relevance of AI Output may depend on the accuracy, completeness, and clarity of the Content and instructions that You provide.

24. Processing to Provide AI Features. You authorize Prolegis and its service providers to process Content as reasonably necessary to provide, maintain, secure, support, and improve the AI Features and the Service, subject to these Terms of Use and Prolegis’s applicable privacy documentation.

25. Service Providers. Prolegis may use carefully selected service providers to support the AI Features, provided that those service providers are contractually bound to protect Content using confidentiality, security, and data-use restrictions that are no less protective than those imposed on Prolegis under these Terms of Use and applicable privacy documentation.

26. Output Ownership and Availability. As between You and Prolegis, and to the extent permitted by applicable law, You retain Your rights in Content and own any rights Prolegis may have in AI Output. Prolegis does not represent or warrant that AI Output will be unique, available without interruption, free of third-party rights, suitable for any particular purpose, or fit for use without independent review.

27. No Artificial Intelligence Training. Prolegis expressly acknowledges and agrees that it will not use any personal information, property records, contracts or confidential information provided by you to train, develop, fine-tune, or otherwise improve any artificial intelligence, machine learning, or large language models without your prior written consent. Any information provided by you to Prolegis is collected, stored, and processed strictly and exclusively for the purpose of providing, maintaining, and supporting the Service in accordance with these Terms of Use.

Payments

28. Credit Card. You will provide Prolegis with a valid credit card for payment of applicable fees. Any other payment method requires the prior written consent of Prolegis. All fees are exclusive of all federal, provincial, municipal or other taxes which you agree to pay based on where you are primarily domiciled. In addition to any fees, you may still incur charges incidental to using the Service, for example, charges for internet access, data roaming, and other data transmission charges.

29. Electronic Invoices. Prolegis will provide you with an electronic invoice for your use of the Service, on a monthly basis on a day of the month that is in the absolute discretion of Prolegis. The monthly invoice will include all unbilled transactions, for which the condition for invoicing has been met and completed up to the end of the Invoicing Date, for that particular month. You hereby authorize Prolegis to charge the credit card provided by you, or by the user that sponsored your registration, 5 business days from the issuance of the monthly invoice.

30. Payment Terms. Late payment is a default under these Terms of Use. Interest will accrue on the balance payable on a bill at a rate of Prime + 10% beginning 20 business days following the Billing Date.

Cancellation and Termination

31. You may cancel your use of the Service by providing written notice to Prolegis at support@prolegis.ca. The cancellation will be effective immediately, however you will continue to be responsible for the payment of all invoices payable by you to Prolegis, including accrued interest.

32. Prolegis may terminate your access to all or any part of the Service at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion. Upon termination of your account (i) all rights, licenses and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (ii) we may disable all your access to the Service.

33. Notwithstanding anything to the contrary in these Terms of Use, with respect to information and materials then in our possession or control, we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course and all such retained data shall remain subject to all confidentiality, security, Content and other applicable requirements of our Terms.

34. All applicable provisions of this Agreement will survive the termination, including, without limitation, provisions related to intellectual property, disclaimer of warranties, limitations of liability, indemnification, general provisions.

35. If we terminate, suspend or remove your account for any reason, including your violation of our Terms, we are not obligated to compensate you in any manner.

Limitation of Liability

36. You hereby acknowledge that you are responsible for the carriage of the legal transaction and that the Service are provided as a means to facilitate, expedite, track, and help you in the provision of the legal services for which you are responsible. Prolegis will not be liable for, and you hereby waive the right to claim, any loss, injury, claim, liability or damage of any kind resulting from your use of the Service.

37. You agree that any liability of Prolegis arising out of any claim in any way connected with the Service will not exceed the total amount you have paid for the service within the 6 month period before the date the claim arose. Prolegis is not and will not be liable for any special, indirect, incidental or consequential damages of any kind relating to these Terms of Use. These disclaimers apply whether in an action in contract, tort, strict liability or otherwise, whether the damages are foreseeable or not. This disclaimer is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provision of these Terms of Use. For greater certainty, this limitation applies to all claims arising from or relating to AI Features, AI Output, recommendations, document review, document analysis, or Your use of or reliance on any of them.

38. You are solely responsible for any harm that results from any loss that comes as a result of your use of the Service.

39. AI-Specific Disclaimer. Without limiting any other disclaimer in these Terms of Use, Prolegis makes no representation or warranty, express, implied, statutory, or otherwise, regarding the accuracy, completeness, reliability, currency, originality, non-infringement, suitability, legal effect, or fitness for a particular purpose of the AI Features or AI Output.

40. Application of Limitations. The limitations of liability, exclusions of damages, disclaimers, and other risk-allocation provisions in these Terms of Use apply to the maximum extent permitted by applicable law to all claims arising from or relating to the AI Features, AI Output, Content, recommendations, or any use of or reliance on them, whether the claim is framed in contract, tort, negligence, misrepresentation, statute, equity, or otherwise.

Disclaimer of Warranties

41. THIS SERVICE IS PROVIDED ON AN "AS-IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR ANY CONTENT ON THIS WEBSITE. THE USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE SHALL FUNCTION WITHOUT FAILURE, ERROR OR INTERRUPTION.

42. IN NO EVENT WILL WE BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS, LOSS OF USE OR LACK OF AVAILABILITY OF THE SERVICE OR THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. THE ULTIMATE RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE CORRESPONDENCE, CALCULATIONS AND DOCUMENTS RELATED TO THE REAL ESTATE CONVEYANCE IS THE SOLE RESPONSIBILITY OF THE ASSIGNED LAWYER.

43. Prolegis makes no warranty that the Service will be compatible with your computer or equipment or that these services will be secure or error free. As is set out in section 36, you are responsible for the carriage of the legal transaction, including, but not limited to timelines, documents and providing the legal advice which is applicable to the transaction.

Indemnification

44. You hereby agree to indemnify Prolegis from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including the reasonable costs of legal representation, from:

Your breach of any obligation stated in these Terms of Use;
Your negligent acts or omissions;

45. Prolegis hereby agrees to indemnify you from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including the reasonable costs of legal representation, from a third party alleging the Service, or the use of the Service, infringes a copyright, patent or a trademark of a third party or involves a misappropriation of any trade secret or a third party.

General Provisions

46. Access to Third Party Sites. The Service may contain hyperlinks and integrations to websites operated and owned by parties other than Prolegis. Those hyperlinks and integrations are provided solely for your reference and Prolegis makes no representations or warranties with respect to those sites or their contents. Any hyperlinks or integrations to third party websites do not imply any endorsement of the material contained on those websites or any association to their operators or owners. You acknowledge that You are responsible for the payment of the fees associated with the use of Third Party Sites.

47. Treefort Terms and Conditions. By using the integration between Prolegis and Treefort Technologies Incorporated (the "Treefort Integration") you are agreeing to the terms and conditions for the use of the services provided by Treefort Technologies Incorporated through the Treefort Integration which can be reviewed at https://treeforttech.com/user-license-agreement/.

48. RealAML Terms and Conditions. Where Identity Verification Services are provided by or through Realyou Limited operating as RealAML (“RealAML”), you acknowledge and agree that your use of those services may be subject to RealAML’s applicable terms, website terms, privacy policy, data retention policy, consent wording, database-access requirements, service descriptions, acceptable use requirements, and other RealAML policies or procedures, as updated from time to time (collectively, the “RealAML Terms”). By initiating, requesting, accessing, or using any RealAML-powered Identity Verification Service, you agree to comply with the RealAML Terms to the extent applicable to your use of those services, and you are responsible for ensuring that any client, customer, borrower, seller, buyer, or other individual whose identity is being verified receives, accepts, or is presented with any RealAML-required notices, consents, acknowledgements, or terms before the applicable verification is initiated.

49. Clio Integration. By using the integration between Prolegis and Clio (Themis Solutions Inc.) (the "Clio Integration"), you authorize Prolegis to access your Clio account via OAuth 2.0 to transmit Content, create folders, and manage documents as directed by your use of the Service. You acknowledge that once Content is transmitted to Clio, it is governed by Clio’s Terms of Service and Privacy Policy. Prolegis is not responsible for the maintenance, security, or availability of Content stored within Clio, nor for any actions taken within Clio (such as document deletion or modification) resulting from the use of the Clio Integration.

50. Various tools and functions of the Service perform calculations and provide, among other things, estimated costs. These tools are provided on an "as is" basis without any representations or warranties (expressed or implied) and subject to the Terms of Use of this Agreement. Prolegis does not accept, and by using the Service you explicitly acknowledge and agree that Prolegis will not have, any liability for any loss or damage whatsoever and howsoever arising in relation to or in connection with or resulting from the use of or access to the tools.

51. Modifications or Discontinuance of the Service. Prolegis may modify or discontinue the Service (or a part thereof) with or without notice to you. Prolegis shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service.

52. You acknowledge that your information stored and transmitted electronically through the Service may be intercepted by third parties. You agree to accept that risk and will not hold Prolegis liable for any loss, damage, or injury resulting from the interception of that information.

53. The failure of any party to enforce any provision of these Terms of Use shall not constitute or be construed as a waiver of that provision.

54. No Partnership/Joint Venture. This Agreement does not create a joint venture, partnership, or employment relationship between the parties, nor does either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

55. Governing Law. The Terms of Use are governed by the laws of the province of Alberta. In the event of a dispute, you agree to submit to the sole and exclusive jurisdiction of the courts of the province of Alberta.

56. No Legal Advice. Prolegis is a software and technology provider and is not a law firm. The Service, including any Precedent Documents or automated outputs, does not constitute legal advice and does not create a lawyer-client relationship between Prolegis and You, or between Prolegis and Your clients. You remain solely responsible for the legal accuracy, professional review, and filing of all documents and for ensuring compliance with all professional and ethical obligations.

57. Public Registry Systems. The Service integrates with and relies upon third-party governmental and public land registry systems and their respective application programming interfaces (APIs). Prolegis makes no guarantee regarding the continuous availability, operation, or data integrity of these public systems. Prolegis disclaims all liability for any errors, delays, or service interruptions caused by these public systems, including any inability to retrieve title information or register documents prior to a scheduled closing.

58. Data Residency. Prolegis utilizes hosting facilities and data centers located within Canada to store Your Content and personal information. While Prolegis maintains industry-standard security measures, You acknowledge that data transmitted via the internet may be subject to the laws of the jurisdictions through which it passes. In the event that You use Third Party Sites (such as Clio or Treefort or Realaml), Your data may be subject to the residency and storage policies of those respective third parties.

Contact Information

Prolegis Solutions Ltd.

Email: support@prolegis.ca