DRAFT for review by a California attorney — not executable.

A schedule, not a second agreement — the same decision taken for Australia.
tkj-legal/docs/SAAS-AGREEMENT-DRAFT.md is the master agreement covering all
five deployments, substantially drafted, listing nine gaps honestly. This
document fills those gaps for California and changes nothing else. Clause numbers
refer to the master.

[[ Q-AUDOC2 — the master-vs-per-instance architecture decision is still open and
affects all five instances. This schedule assumes the master. ]]

⚠ Registration is CLOSED on the California instance. It is deployed and healthy; app.tkjlegal.com
301-redirects to the marketing site and has no API. This schedule is an instrument
for launch, not a description of a running service.

⚠ Liability (US.7) is NOT drafted, and deliberately: no California statute
bearing on it has been read.

Version: [[ x.y ]] · Schedule US-CA to the TKJ Legal SaaS Subscription
Agreement between TKJ Global Media Ltd and the firm named in the Order.

US.1 Application

This Schedule applies where the Customer is a law firm practicing in California and
using the California instance of the Service. Where it conflicts with the master
Agreement, this Schedule prevails for California customers.

US.2 The Customer’s regulator

“Regulator” in the Agreement means the State Bar of California.

The Service’s compliance content is drawn from the California Rules of Professional
Conduct, the Business and Professions Code, the California Rules of Court and the
State Bar Rules, as recorded in TKJ’s compliance registry with citations and the
date each was read at its official source. Clause 9.2 of the Agreement applies:
TKJ does not warrant that any rule is current at the moment of use.

US.3 TKJ’s status under California privacy law — new, and it belongs in the contract

TKJ is not a “business” as defined in Civ Code § 1798.140(d)(1) — it meets none
of the three thresholds and does not sell or share personal information.

Where the Customer is a “business”, TKJ acts as its service provider, on the
terms of the Service Provider Addendum (CCPA), which contains the prohibitions
required by § 1798.140(ag)(1) and the terms required by § 1798.100(d).

Without that Addendum the Customer cannot treat TKJ as its service provider, and
every disclosure to TKJ would be a disclosure to a third party. The Addendum is
therefore not optional for a covered Customer.

[[ Q-USDOC1 — if TKJ certifies to the California Privacy Protection Agency under
§ 1798.140(d)(4), this clause changes and the Privacy Policy gains a consumer-rights
section. Decide before launch. ]]

US.4 Data location — strengthens clause 6.7

[[ TO COMPLETE ON DEPLOYMENT — state where the California instance and its backups
are hosted. The master Agreement clause 6.7 commits that each instance is deployed
in the country whose regime it serves, so a California instance should be hosted in
the United States. Do not offer this Schedule until that is true and stated. ]]

Customer Data is not moved between instances.

US.5 Pricing and tax — master gap 5, open for the United States

`[[ NOT SET. The master’s clause 3.1 table is Australian dollars only, and the
master says in terms: “Pricing for non-Australian instances … is not set. Do not
publish this table for those markets.”

Determine before launch: USD pricing and bands; whether the headcount-band model
suits the California market; and TKJ’s US sales/use tax position as a non-resident
supplier of software to California customers. The compliance registry records that
California legal services carry NO tax line (verified at CDTFA), but that concerns
the CUSTOMER’S invoicing to ITS clients — a different taxpayer and a different
supply. Do not read one across to the other; that error has now been flagged for
South Africa and Nigeria as well. ]]`

US.6 Governing law and venue — master gap 4, for California

[[ DECISION REQUIRED — align with clause 10 of the Terms of Use. California law
and a California venue is the commercially expected answer, and TKJ's registration
with the California Secretary of State (entity no. 6075893) makes a California
forum difficult to resist in any event. Settle both documents together. ]]

US.7 Limitation of liability — master gap 3, NOT closed for California

The master leaves clause 10 undrafted, correctly, as a question for counsel. This
Schedule does not draft it either, and — unlike the Australian Schedule — it cannot
even record the statutory frame, because no California statute bearing on it has
been read.

What is known and transfers: the master’s own analysis, which is sound
everywhere. The foreseeable harm from this product is not a SaaS harm. A defect
touching client trust accounting could contribute to a State Bar disciplinary
finding, a Client Security Fund claim, or the loss of a license to practice.
A cap expressed as a multiple of fees does not engage with any of those, and
whether it would be enforceable against them is a question for counsel.

What does NOT transfer, and must not be copied in:

• the Australian re-supply safe harbour (ACL s 64A(2)) — a creature of
  Australian statute with no California counterpart;
• the English reasonableness test (UCTA s 11) — UCTA does not apply here.

[[ For counsel, the California questions to answer: unconscionability;
enforceability of a limitation of liability in a contract of adhesion; whether any
disclaimer must be conspicuous and in what form; and the interaction with
Civ Code § 1798.150, which creates a private right of action with statutory damages
for certain data breaches and has NOT been read (G-USDOC3). ]]

[[ Q-EWDOC2 — the insurance position is outstanding across the whole programme and
is required here too. ]]

US.8 Service levels and support — master gaps 1 and 2

Not closed. Nothing is deployed in the United States, so there is no measured
availability to commit to, and the master is right that a service-credit table
without one is misleading.

US.9 Continuity on supplier failure — master gap 8

Not closed, and it should be prioritized before a California pilot. The State
Bar will expect a firm to be able to produce its trust records, and
GO-LIVE-CALIFORNIA.md already treats a three-month parallel run as the floor
before cutover — during which the firm’s existing system remains the record of
truth for trust money. That parallel-run discipline is itself a partial answer to
this gap and should be reflected in the contract, not left as a runbook note.

US.10 Trust records

Clause 6.6 of the Agreement applies unchanged. California requires a firm to
retain client trust account records for five years, running from events such as
the final distribution or the conclusion of the representation — not from the end
of a software subscription.

Accordingly, and to restate what the master already provides: export is available
for 90 days; Regulated Records are not deleted until the Customer confirms in
writing; and read and export access continues even during suspension for
non-payment.

What this Schedule does NOT change

Clauses 2.4 (the Customer remains the lawyer), 6.3 (privilege), 6.6 (Regulated
Records), 6.4’s prohibition on any certification claim, and 9.2 (no warranty that
a rule is current) apply to California customers unchanged.

Open items