Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Highmark Forge Limited (Company Number: 9405255, NZBN: 9429053443816), a New Zealand limited company ("Highmark Forge", "we", "us", or "our"), governing your access to and use of the Juravie platform and related services (the "Service").

By creating an account, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Juravie is an AI-powered legal document management platform that provides document creation, editing, search, template management, compliance checking, and approval workflows through a chat-based interface.

3. Important Disclaimers Regarding Legal Services and AI

4. User Accounts

• You must provide accurate, current, and complete information when creating an account.
• You are responsible for maintaining the confidentiality and security of your account credentials.
• You must notify us immediately at support@juravie.com of any unauthorized access to or use of your account.
• Each user account is for a single individual. Account sharing is not permitted.
• You are responsible for all activities that occur under your account.

5. Customer Content and Intellectual Property

5.1 Your Content

You retain all ownership rights, including intellectual property rights, in the documents, templates, and other content you upload to or create within the Service ("Customer Content"). We claim no ownership over your Customer Content.

5.2 License to Us

You grant us a limited, non-exclusive, non-transferable license to process your Customer Content solely for the purpose of providing the Service to you. This license terminates when your account is terminated and your data is deleted.

5.3 AI-Generated Outputs

To the extent permitted by applicable law, you own the outputs generated by the AI features of the Service based on your inputs and Customer Content. However, you acknowledge that:

• The copyright status of AI-generated content varies by jurisdiction. In some jurisdictions (including the United States), purely AI-generated works without sufficient human creative input may not be eligible for copyright protection.
• Similar or identical outputs may be generated for other users who provide similar inputs, given the nature of AI language models.
• You are responsible for reviewing, modifying, and validating all AI outputs before use.

5.4 Our Service

The Service, including its software, design, documentation, and all related intellectual property, is and remains the property of Highmark Forge Limited. These Terms do not grant you any rights to our trademarks, service marks, or brand features.

5.5 No AI Training

We do not use your Customer Content to train, fine-tune, or improve AI models. Our AI infrastructure sub-processors (including AWS Bedrock) are contractually prohibited from using your data to train AI models. See our AI Policy for details.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Upload malicious content, malware, or any content that infringes third-party rights
• Attempt to gain unauthorized access to the Service or its infrastructure
• Interfere with, disrupt, or place an unreasonable burden on the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or redistribute the Service without our prior written consent
• Use the Service to develop a competing product or service
• Use AI outputs from the Service to train competing AI or machine learning models
• Use VPNs, proxies, or other tools to circumvent geographic access restrictions enforced by the Service
• Remove or alter any proprietary notices, labels, or marks on the Service

6A. Geographic Access Restrictions

To comply with applicable data sovereignty requirements (including the Australian Privacy Act APP 8 and the New Zealand Privacy Act 2020), access to the Service is restricted based on the data region associated with your account:

• Australia / New Zealand region: The Service may only be accessed by users physically located in Australia or New Zealand.
• United States region: The Service may only be accessed by users physically located in the United States.

These restrictions are enforced through technical controls at the infrastructure level (WAF geo-restriction). Requests originating from outside your permitted region are automatically blocked.

Using VPNs, proxies, or any other tools to circumvent these geographic access restrictions is a violation of these Terms and grounds for immediate account termination under Section 15.2.

You must not access the Service from outside your permitted region. If your organization has users in multiple regions, you must provision separate accounts in each applicable region.

7. Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase.
• All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed.
• Fees are non-refundable except where required by applicable consumer protection law (including the New Zealand Consumer Guarantees Act 1993 and the Australian Consumer Law).
• We may change subscription pricing with at least 30 days' written notice. Price changes take effect at the start of your next billing cycle.
• If payment fails or is overdue by more than 14 days, we may suspend access to the Service until payment is received.
• Applicable taxes (including GST in New Zealand and Australia) are additional to the subscription fees unless stated otherwise.

7.1 Usage Quotas and Billing Cycles

Each subscription plan includes a defined allocation of AI actions, template creations, and other AI-powered operations per billing cycle (the "Usage Quota"). Usage Quotas reset to zero at the commencement of each new billing cycle. Any portion of the Usage Quota that remains unused at the end of a billing cycle is forfeited and does not carry over, accumulate, or roll over to any subsequent billing cycle. Unused quota has no monetary value and is not redeemable, transferable, or refundable.

8. Free Trial

We may offer a free trial period. During the trial, you have access to the Service as described at the time of registration. At the end of the trial period, your access will be suspended unless you subscribe to a paid plan. We may modify or discontinue free trials at any time without notice.

9. Data Isolation and Security

• Each customer's data is stored in a dedicated, isolated database. Your data is never commingled with the data of any other customer.
• Your Customer Content is stored exclusively in the data region you select at registration (Australia or United States).
• All data is encrypted at rest (AES-256) and in transit (TLS 1.2+).
• Access to customer data by our personnel is restricted, logged, and auditable.

For full details, see our Security page.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service, whether orally, in writing, or electronically. Your Confidential Information includes your Customer Content. Our Confidential Information includes the Service, its features, functionality, and any non-public aspects of our technology.

10.2 Obligations

Each party agrees to:

• Protect the other party's Confidential Information using the same degree of care it uses for its own confidential information, and no less than reasonable care
• Use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms
• Not disclose the other party's Confidential Information to any third party except to employees, contractors, and sub-processors who need access to perform obligations under these Terms and are bound by confidentiality obligations at least as protective as these

10.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.

10.4 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt written notice (where legally permitted) and reasonable cooperation to seek protective treatment of the information.

10.5 Survival

Confidentiality obligations under this section survive termination of these Terms for as long as the Confidential Information remains non-public.

11. Service Availability

We use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. However, we do not guarantee uninterrupted availability. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide reasonable advance notice where practicable)
• Emergency maintenance required for security or stability
• Factors outside our reasonable control (see Section 18)

12. Warranty Disclaimer

13. Limitation of Liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability under the New Zealand Consumer Guarantees Act 1993, the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), or for fraud, willful misconduct, or gross negligence.

14. Indemnification

14.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Highmark Forge Limited, its directors, officers, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service in breach of these Terms
• Customer Content that infringes or violates any third-party rights
• Your reliance on AI-generated outputs without appropriate professional review
• Your violation of applicable laws or regulations

14.2 Our Indemnification

We will indemnify and defend you from and against any third-party claim alleging that the Service (excluding Customer Content and AI-generated outputs) infringes a valid intellectual property right, provided you give us prompt notice of the claim, reasonable cooperation, and sole control of the defense.

15. Termination

15.1 Termination by You

You may terminate your subscription at any time through your account settings or by contacting us. Termination takes effect at the end of your current billing period. No refunds are provided for partial billing periods, except where required by applicable consumer protection law.

15.2 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You breach these Terms and fail to cure the breach within 14 days of written notice
• You engage in conduct that we reasonably believe endangers the security or integrity of the Service
• Required by law or regulation

15.3 Effect of Termination

Upon termination:

• We automatically create a backup export of your Customer Content. Your account remains accessible for 25 days to allow you to export data manually.
• After 30 days from the closure request, your Customer Content and personal data are permanently deleted from our systems, including your dedicated database and file storage.
• The backup export remains available for download for an additional 30 days after deletion, after which it is also permanently removed.
• Sections 3, 5, 10, 12, 13, 14, 16, and 17 survive termination.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by:

• For customers in New Zealand: the laws of New Zealand
• For customers in Australia: the laws of the State of New South Wales, Australia
• For customers in the United States: the laws of the State of Delaware, United States

The applicable law is determined by the data region selected at the time of account registration (Australia / New Zealand region applies New Zealand law; United States region applies Delaware law), unless you are an Australian customer, in which case Australian law applies regardless of region selection.

16.2 Dispute Resolution

Before initiating formal proceedings, you agree to attempt to resolve any dispute by contacting us at support@juravie.com. If a dispute cannot be resolved informally within 30 days, either party may pursue resolution in the courts of the applicable jurisdiction set out in Section 16.1.

17. General Provisions

• Entire agreement: These Terms, together with our Privacy Policy and AI Policy, constitute the entire agreement between you and Highmark Forge Limited regarding the Service, superseding any prior agreements.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.
• No waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or successor in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms.
• Notices: We may send notices to you via email to the address associated with your account. You may send notices to us at the contact details below.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, cyberattacks, pandemics, or failures of third-party service providers.

19. Changes to Terms

We may modify these Terms from time to time. We will notify you of material changes by email or through a prominent notice within the Service at least 30 days before the changes take effect. If you do not agree with the modified Terms, you may terminate your account before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

20. Contact

For questions about these Terms, contact us at: