Terms of Service

DRAFT v1.0 — pending counsel review. These Terms are operative for the JULOAI ERP platform pending final legal review. Subscribers on this draft will receive notice of any material changes and be required to re-consent before continued use.

1. Acceptance of these Terms

These Terms of Service ("Terms") govern your access to and use of the JULOAI ERP software-as-a-service platform, including the website at juloai.com, the authenticated application at erp.juloai.com, any mobile or API interfaces, and all related services (together, the "Service"), operated by JULOAI Technology, Ltd. ("JULOAI", "we", "us", "our").

By creating an account, clicking "I agree", or otherwise accessing the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Service.

If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

2. Eligibility

You must be at least the age of majority in your jurisdiction and able to form a binding contract. The Service is intended for business users; it is not directed to consumers or to children.

3. Account Registration and Security

You are responsible for (a) providing accurate registration information, (b) maintaining the confidentiality of your credentials, (c) enabling available security features (including two-factor authentication), and (d) all activity under your account. You must notify us promptly of any unauthorized access. We may suspend or terminate accounts we reasonably believe have been compromised.

4. Organizations and Roles

The Service lets one account create or join one or more organizations. Organization owners and admins can invite and remove users, configure roles, manage billing, export data, and close the organization. You are solely responsible for who you grant those permissions to.

5. Customer Data

5.1 Ownership

As between you and JULOAI, you retain all rights, title, and interest in the data you or your users submit, upload, or transmit to the Service ("Customer Data").

5.2 License to operate the Service

You grant JULOAI a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely to provide, maintain, secure, and improve the Service for you, and as otherwise permitted under our Privacy Policy and Data Processing Addendum.

5.3 Your responsibilities

You represent and warrant that (a) you have the right to submit Customer Data, (b) Customer Data does not violate any applicable law or third-party right, and (c) your processing of Customer Data (including of your own customers, suppliers, employees, and contacts) complies with all applicable privacy and data protection laws.

5.4 AI / OCR features

Where the Service offers AI-assisted or OCR features (for example, invoice scanning), you authorize us to transmit the relevant documents to the third-party AI/OCR providers listed on our Subprocessor List for the sole purpose of returning an extraction. We do not use Customer Data to train general-purpose foundation models. Outputs of AI/OCR features are probabilistic estimates, not professional advice — see §12.

6. Fees, Subscriptions, and Taxes

6.1 Fees

Unless expressly stated as free, the Service is offered on a subscription basis. Fees, billing cycle, included seats and usage, and any overage charges are as displayed at checkout or in your signed order form.

6.2 Auto-renewal

Subscriptions auto-renew at the then-current rate at the end of each billing cycle unless cancelled before renewal. You can cancel future renewals from your billing settings at any time.

6.3 Taxes

Fees are exclusive of applicable taxes (including GST/PST, VAT, and equivalent). You are responsible for all such taxes, except for taxes on our net income.

6.4 Non-payment

If payment is not made when due, we may suspend or terminate your access after reasonable notice.

7. Service Availability and Support

We will use commercially reasonable efforts to keep the Service available. We may perform planned maintenance and deploy emergency fixes without prior notice. The Service is not intended to be a "mission-critical" or "high availability" system within the meaning of specialized SLAs; any formal uptime commitment must be set out in a separate written agreement.

8. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference. We may suspend or terminate access for any activity that we reasonably believe violates that policy, applicable law, or these Terms.

9. Intellectual Property

We own all rights in the Service, including its software, design, trade marks, and documentation, subject only to your license to use the Service under these Terms. You grant us a non-exclusive, royalty-free licence to use feedback you submit, to improve the Service.

10. Third-Party Services

The Service may integrate with or link to third-party services. Those services are governed by their own terms. We are not responsible for any third-party service, and a failure or defect in a third-party service does not constitute a failure of the Service.

11. Confidentiality

Each party will protect the other party's non-public information it receives under these Terms using the same care it uses for its own confidential information, and will use such information only to perform under these Terms.

12. Disclaimers

THE SERVICE, INCLUDING ALL SOFTWARE, REPORTS, AI/OCR OUTPUTS, AND SUGGESTIONS, IS PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent permitted by law, JULOAI disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment.

The Service does not provide accounting, tax, legal, audit, or investment advice. All outputs — including trial balances, balance sheets, profit and loss statements, controller review findings, AI-scanned invoice drafts, tax calculations, and budget variance indications — are informational. You are solely responsible for reviewing and verifying them before relying on them for any regulatory, contractual, or financial purpose. Consult a qualified professional where appropriate.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. Neither party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, or cost of substitute services, even if advised of the possibility of such damages.
2. Each party's aggregate liability arising out of or related to these Terms, whether in contract, tort, or otherwise, is capped at the fees you paid to us for the Service in the twelve (12) months preceding the event giving rise to the claim, or CAD $100 if no fees were paid.

These limits apply to the fullest extent permitted by law regardless of whether any remedy fails of its essential purpose.

14. Indemnification

You will defend, indemnify, and hold JULOAI harmless from any third-party claim, demand, or proceeding arising out of or related to (a) Customer Data, (b) your use of the Service in violation of these Terms or any law, (c) your infringement of any third-party right, or (d) the business activities you conduct through the Service. We will tender such claims to you and cooperate in the defence.

15. Term and Termination

15.1 Term

These Terms apply from the date you first accept them and continue until all your subscriptions are terminated.

15.2 Termination for breach

Either party may terminate for material breach not cured within 30 days after written notice.

15.3 Termination for convenience

You may close your account at any time from the Service or by contacting support. We may close a free-tier account on 30 days' notice.

15.4 Effect

On termination, your access ceases and we may delete Customer Data after 30 days. During that window you can export your data in standard formats.

16. Governing Law; Disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

16.1 Informal resolution

Before initiating any formal proceeding, the parties will first attempt to resolve any dispute by good-faith discussion for at least thirty (30) days after written notice.

16.2 Arbitration

Any dispute not resolved informally will be finally resolved by binding arbitration under the Canadian Arbitration Association rules, seated in Vancouver, British Columbia, in English. Each party waives any right to participate in class or collective actions. Either party may still seek injunctive relief in court for intellectual property or confidentiality violations.

17. Changes to the Terms

We may update these Terms. For non-material updates, we will post the revised version and update the "effectiveAt" date. For material updates (for example, changes to data use, fees, auto-renewal, dispute resolution, or liability caps), we will give you advance notice and require you to accept the revised Terms before continuing to use the Service.

18. Miscellaneous

Entire agreement. These Terms (with the Privacy Policy, DPA, AUP, and any order form) are the entire agreement between the parties and supersede prior proposals. Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. Severability. If any provision is held unenforceable, the remainder remains in effect. No waiver. Failure to enforce is not a waiver.

19. Contact

Questions: [email protected] · JULOAI Technology, Ltd., British Columbia, Canada.