Subscription Agreement

1.1 Access. Subject to this Agreement and payment of fees, JurisBuild grants Customer a limited, nonexclusive, nontransferable right for its Users to access and use the Service during the subscription for Customer’s internal law practice.

1.2 Users and accounts. Each user account is for one named individual. Customer may reassign a seat, but accounts may not be shared. Customer is responsible for its Users’ acts and omissions, for the permissions it grants them, and for keeping credentials secure, and will promptly notify JurisBuild of any suspected unauthorized access.

1.3 Changes to the Service. JurisBuild may update, add, change or remove features. It will not materially reduce the core functionality of the subscribed Service during a month Customer has paid for. Features identified as preview, beta, trial or early access are provided as is, may change or end at any time, and are excluded from Section 9.2.

1.4 Restrictions. Customer will not, and will not permit anyone to: resell, sublicense or provide the Service to anyone other than its Users; copy, modify, reverse engineer or decompile the Service except to the extent applicable law expressly permits; circumvent security, usage limits or access controls; scrape or extract data from the Service other than through its export features; introduce malicious code or interfere with the Service; use the Service to build or benchmark a competing product; or use the Service unlawfully or in violation of applicable rules of professional conduct. Good-faith security reports sent to support@jurisbuild.com are welcome.

1.5 Usage limits. JurisBuild may apply reasonable limits on storage, AI usage, messaging volume and similar resources. Before enforcing a limit that materially affects Customer’s ordinary use, JurisBuild will notify Customer and offer available options. Any paid upgrade requires Customer’s agreement.

2.1 Professional responsibility. JurisBuild is a software provider. It is not a law firm, does not practice law or give legal advice, and has no attorney-client relationship with Customer or Customer’s clients. Customer is solely responsible for its legal services, legal judgment, client advice and communications, conflict checks, filings, the supervision of its personnel and tools, and compliance with the rules of professional conduct that apply to it.

2.2 Deadlines and calendaring. Deadline calculations, statute-of-limitations tools, court data, reminders, tasks and calendar entries in the Service are aids only. They may be incomplete, delayed or wrong. Customer must independently verify every deadline and keep its own docketing and calendaring practices. JurisBuild is not responsible for any missed deadline, filing, hearing or appointment.

2.3 Scribe and AI output. Scribe and other AI features generate output automatically. Output may be inaccurate, incomplete, outdated or not unique, and may misstate facts, sources, citations or law. Customer must review all output before relying on it or using it outside the Service and is responsible for anything it sends, files or relies on. Scribe prepares drafts; it does not send messages, file documents or contact third parties on Customer’s behalf.

2.4 Communications compliance. When Customer uses texting, calling, fax, email, e-signature or similar features, Customer is responsible for obtaining any required consents, honoring opt-outs, completing carrier and messaging registrations (such as A2P 10DLC), and complying with laws and rules that apply to those communications, including the Telephone Consumer Protection Act, CAN-SPAM, call-recording consent laws and attorney advertising and solicitation rules. Carriers and providers may filter, delay or reject messages, and JurisBuild does not guarantee delivery.

2.5 Customer Content. Customer represents that it has the rights, permissions and consents needed to submit Customer Content and to have it processed under this Agreement. Customer is responsible for the accuracy of Customer Content and for keeping its own copies of records it is required to retain. The Service is not a substitute for Customer’s own record-retention obligations.

2.6 Third-Party Services. Third-Party Services, including email, calendar, telephone and messaging, esignature, court-data, payment and document providers, are governed by their providers’ terms. By connecting one, Customer authorizes JurisBuild to exchange Customer Content with it as needed to operate the connection. JurisBuild does not control and is not responsible for Third-Party Services, their availability, accuracy or changes, or the provider’s acts, including a change that makes an integration unavailable. JurisBuild remains responsible for its own integration code.

3.1 Fees and authorization. Customer will pay the fees in the Order Form in US dollars, monthly in advance. By accepting this Agreement through JurisBuild’s checkout, Customer authorizes JurisBuild and its payment processor to charge the payment method provided on the Start Date and at each monthly renewal until the subscription is cancelled. If the parties agree to invoicing instead, invoices are due within 15 days.

3.2 Renewal and cancellation. The subscription renews automatically each month. Customer may cancel at any time by emailing support@jurisbuild.com or through any cancellation feature in the Service. Cancellation takes effect at the end of the month already paid for, and access continues until then. Except as stated in Sections 8.2 and 9.2, fees are nonrefundable and partial months are not refunded.

3.3 Changes in users. Customer may add users at the per-user price then in effect for its plan, billed as disclosed when Customer requests them, including any proration. Reductions take effect at the next renewal.

3.4 Late or failed payment. If a payment fails, JurisBuild and its processor may retry it. If any amount remains unpaid 10 days after JurisBuild gives notice, JurisBuild may suspend the Service until it is paid. Customer must raise any billing dispute in good faith within 30 days of the charge or invoice and pay undisputed amounts. JurisBuild will not suspend the Service solely because of an amount disputed in good faith while the parties work to resolve it.

3.5 Price changes. JurisBuild may change its prices on at least 30 days’ written notice. A change applies from the first renewal after the notice period, and Customer may cancel before it takes effect.

3.6 Taxes. Fees exclude sales, use, value-added and similar taxes, which Customer will pay when applicable. Customer is not responsible for taxes on JurisBuild’s income.

4.1 Courtesy only. JurisBuild may, at its discretion, help Customer get started, for example by migrating or importing data from another system, configuring settings, templates or integrations, or training Users (“Onboarding Assistance”). Onboarding Assistance is a courtesy. It is not part of the subscribed Service, is not included in or a condition of the fees, and is not an obligation under this Agreement. JurisBuild may limit, pause or stop it at any time.

4.2 No commitments. JurisBuild does not promise that Onboarding Assistance will start or finish by any date, that any particular data can be migrated, or that migrated data will be complete or accurate. Migrated data depends on the source system and is provided as is. Customer must review migrated data before relying on it and keep its source records until it is satisfied with the result.

4.3 Fees not affected. Fees are payable from the Start Date whether or not Onboarding Assistance is offered, started, completed or successful.

4.4 Access Customer provides. If Customer gives JurisBuild access to a prior system or a Third-Party Service account for Onboarding Assistance, Customer confirms it is permitted to do so, and JurisBuild will use that access only for the assistance Customer requested. Customer may revoke the access at any time.

4.5 Committed services. Any onboarding, migration or custom work that JurisBuild is to perform for a fee or as a commitment requires a separate written statement of work accepted by both parties.

5.1 Customer Content. As between the parties, Customer owns Customer Content. Customer also owns the output the Service generates for Customer from Customer Content, and JurisBuild assigns to Customer any rights it has in that output. Output may not be unique, and similar output may be generated for others.

5.2 JurisBuild’s rights. JurisBuild and its licensors own the Service, its software, documentation, designs and improvements, and everything else that is not Customer Content. No rights are granted except those stated in this Agreement.

5.3 Processing. Customer grants JurisBuild a limited right to host, copy, process, transmit and display Customer Content only as needed to provide, secure, support and maintain the Service, follow Customer’s instructions, prevent misuse and comply with law.

5.4 Usage data. JurisBuild may collect technical and usage information about how the Service operates and is used, such as feature usage, performance and errors, and may use it, and aggregated statistics derived from it that do not identify Customer, its Users or its clients and do not contain Customer Content, to operate, secure and improve the Service.

5.5 No sale, advertising or model training. JurisBuild will not sell Customer Content, use it for advertising, or use it to train general-purpose or shared AI models. JurisBuild uses AI providers under commercial terms that prohibit them from training their models on Customer Content.

5.6 Feedback. JurisBuild may use suggestions and feedback freely without obligation, but not confidential Customer Content disclosed with them.

Each party will use the other’s confidential information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, advisers and service providers who need it and are bound by confidentiality duties at least as protective. Customer Content is Customer’s confidential information. JurisBuild’s nonpublic pricing, product and security information is JurisBuild’s confidential information. These duties do not apply to information that is or becomes public through no fault of the recipient, was already known to it without restriction, is independently developed, or is lawfully received from someone else without restriction. A party may disclose confidential information when required by law or court order, with advance notice to the other party where lawful and practicable. These duties last for five years after the Agreement ends and, for Customer Content and trade secrets, for as long as the information is retained or protected by law.

7.1 Safeguards. JurisBuild will maintain reasonable administrative, technical and organizational safeguards designed to protect Customer Content, including access controls and encryption in transit and at rest.

7.2 Service providers. JurisBuild may use hosting, AI, communications and other service providers to operate the Service, under confidentiality and data-protection obligations appropriate to their role. JurisBuild is responsible for their performance of its obligations under this Agreement and will provide a list of its material service providers on request.

7.3 Security incidents. JurisBuild will notify Customer without undue delay, and within any period the law requires, after confirming unauthorized access to or disclosure of Customer Content in its or its service providers’ systems. It will reasonably investigate and contain the incident and provide information Customer reasonably needs to meet its own obligations. A notice is not an admission of fault.

7.4 Customer’s security. Customer is responsible for its Users’ devices, networks and credentials, for using available account protections, and for assigning appropriate permissions within the Service.

7.5 Regulated data. If Customer’s use requires a HIPAA business associate agreement or another mandatory data-processing agreement, that processing may begin only after the parties sign the required agreement. Customer will not store payment card numbers in the Service outside JurisBuild’s payment features.

8.1 Suspension. JurisBuild may suspend access under Section 3.4, or immediately if reasonably necessary to address a security threat, unlawful use, harm to the Service or others, or a breach of Section 1.4. It will give notice where practicable, limit the suspension to what is reasonably necessary, and restore access once the cause is resolved. Suspension does not delete Customer Content.

8.2 Termination. Customer may cancel under Section 3.2. Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice, or within 10 days for nonpayment. JurisBuild may end the Service for convenience on 30 days’ written notice. If JurisBuild ends the Service for convenience, or Customer terminates for JurisBuild’s uncured material breach, JurisBuild will refund prepaid fees for the unused period.

8.3 Effect of termination. When the Agreement ends, access to the Service ends and any unpaid fees for periods before then become due.

8.4 Export. For 30 days after the Agreement ends, Customer may export its Customer Content using the Service’s export features or request one export in JurisBuild’s standard formats. Custom conversions or additional transition work require a separate written agreement and may be charged.

8.5 Deletion. After the export period, JurisBuild will delete Customer Content within a commercially reasonable time, except copies in backups until they are overwritten in the ordinary course and records JurisBuild must keep for legal, security or accounting reasons. Retained copies remain subject to Sections 6 and 7.

8.6 Survival. Sections 2, 3 (for amounts owed), 5, 6, 8, 9.3, 10, 11 and 12 survive the end of this Agreement.

9.1 Authority. Each party warrants that it has authority to enter into this Agreement and that its representative accepting it is authorized to bind it.

9.2 Limited warranty. JurisBuild warrants that the Service will perform materially as described in JurisBuild’s product documentation during each paid month. If Customer reports a failure in reasonable detail, JurisBuild will use reasonable efforts to correct it. If JurisBuild does not correct it within 30 days after the report, Customer may terminate the subscription and receive a refund of prepaid fees for the unused period. This is Customer’s exclusive remedy for breach of this warranty. The warranty does not cover preview features, Onboarding Assistance, Third-Party Services, AI output, or problems caused by misuse or changes not made by JurisBuild.

9.3 Disclaimer. Except as expressly stated in this Agreement, the Service, Onboarding Assistance and all output are provided “as is” and “as available.” To the extent permitted by law, JurisBuild disclaims all implied warranties, including merchantability, fitness for a particular purpose, title and noninfringement. JurisBuild does not warrant that the Service will be uninterrupted or error-free, that AI output, deadline calculations or court data will be accurate or complete, that communications will be delivered, or that any legal or business result will be achieved.

10.1 By JurisBuild. JurisBuild will defend Customer against any third-party claim alleging that the Service, as provided by JurisBuild and used as permitted, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay damages finally awarded and settlements JurisBuild approves. This does not apply to claims arising from Customer Content, AI output, Third-Party Services, modifications not made by JurisBuild, or combinations with items JurisBuild did not provide. If the Service is or may become subject to such a claim, JurisBuild may obtain a right for Customer to continue using it, modify it to be non-infringing, or end the affected Service and refund prepaid fees for the unused period. This Section states JurisBuild’s entire liability for infringement claims.

10.2 By Customer. Customer will defend JurisBuild against any third-party claim arising from (a) Customer Content, (b) Customer’s legal services or advice, including claims by Customer’s clients, (c) communications Customer sends using the Service, including claims about consent or opt-outs, or (d) Customer’s breach of Section 1.4 or violation of law, and will pay damages finally awarded and settlements Customer approves, except to the extent caused by JurisBuild’s breach of this Agreement.

10.3 Process. The protected party must promptly notify the other of the claim, give reasonable cooperation at the defending party’s expense, and let the defending party control the defense and settlement. Delayed notice relieves the defending party only to the extent it is prejudiced. No settlement may impose an obligation or admission on the protected party without its consent.

11.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, fees, goodwill or data, however caused and even if advised of their possibility. Without limiting the preceding sentence, JurisBuild is not liable for losses arising from a missed deadline, an adverse outcome in any case, a professional-liability claim against Customer, or amounts Customer pays or credits to its clients.

11.2 Cap. Each party’s total liability arising out of or relating to this Agreement is limited to the fees paid and payable by Customer for the Service in the 12 months before the event giving rise to the liability. For a breach of Section 6 or 7, the cap is two times that amount. These amounts do not stack, and total liability under this Section will not exceed two times the fees paid and payable in those 12 months.

11.3 Exceptions. Sections 11.1 and 11.2 do not limit Customer’s obligation to pay fees, Customer’s obligations under Section 10.2, liability for fraud or willful misconduct, or liability that cannot be limited under applicable law.

11.4 Time to bring claims. To the extent permitted by law, a claim arising out of this Agreement must be brought within one year after the claiming party knew or should have known of it, except a claim for unpaid fees.

12.1 Law and venue. New York law governs this Agreement, without regard to conflict-of-laws rules. The state and federal courts in New York County, New York have exclusive jurisdiction, and each party consents to them.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

12.2 Notices. Notices may be given by email: to Customer at the email address associated with its account or billing, and to JurisBuild at support@jurisbuild.com. Notice is effective when sent, unless the sender receives an error message.

12.3 Changes to these General Terms. JurisBuild may update these General Terms by giving Customer at least 30 days’ written notice. An update applies from the first renewal after the notice period. If Customer does not agree, it may cancel before the update takes effect. Otherwise, continued use after that date is acceptance. Any other amendment, including to an Order Form, requires a written agreement accepted by both parties.

12.4 Assignment. Neither party may assign this Agreement without the other’s consent, which will not be unreasonably withheld, except to an affiliate or a successor in a merger, reorganization or sale of the relevant business that assumes this Agreement.

12.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of hosting, telecommunications, carrier or AI providers, but this does not excuse payment obligations.

12.6 Publicity. JurisBuild will not use Customer’s name, logo or testimonial in marketing without Customer’s permission.

12.7 Relationship. The parties are independent contractors. There are no third-party beneficiaries of this Agreement.

12.8 Entire agreement and order of precedence. This Agreement, including any statement of work or dataprocessing agreement the parties sign under it, is the entire agreement between the parties about its subject and replaces any earlier proposals or agreements about it. If the Order Form conflicts with these General Terms, the Order Form controls for its commercial terms. Terms in a purchase order or similar Customer document do not apply.

12.9 Miscellaneous. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest of the Agreement remains in effect. A failure to enforce a provision is not a waiver. Headings are for convenience only, and “including” means “including without limitation.”

12.10 Electronic acceptance. This Agreement becomes effective when Customer’s authorized representative accepts it through JurisBuild’s electronic checkout or signs it, including electronically. No countersignature by JurisBuild is required. Accepting through checkout also authorizes the charges described in Section 3.1. JurisBuild will keep a record of the accepted version and of the acceptance, and will provide Customer a copy on request.