Jurisimus — Terms of Service (DRAFT)

STATUS: DRAFT — NOT IN FORCE. NOT LEGAL ADVICE. Prepared 2026-07-11 as a founder-protective first draft for review by Thai counsel before publication. Placeholders: [COMPANY] = the registered Thai entity (form it before signing anything — see ../legal-readiness-plan-2026-07-11.md § 1). Bracketed [COUNSEL: …] notes are questions for the reviewing lawyer, to be deleted before publication. A Thai-language version must be produced before the first Thai-firm signature; the language clause (§ 20) decides which text prevails.

Effective date: [DATE] Version: [v1.0 — acceptance is recorded per version; material changes require re-acceptance]

These Terms of Service (the "Terms") govern access to and use of the Jurisimus platform, applications, APIs, and related services (the "Service") provided by [COMPANY], a company registered under the laws of Thailand ("Jurisimus", "we", "us").

1. Definitions

• "Customer" — the law firm, company, or other legal entity that registers an organization on the Service or signs an Order Form referencing these Terms.
• "Authorized User" — an individual invited to the Customer's organization (a seat holder, read-only user, or billing user).
• "Customer Data" — all data, documents, communications, and other content submitted to the Service by or on behalf of the Customer, including data relating to the Customer's own clients.
• "Output" — any content generated or returned by the Service's AI-assisted features, including drafts, summaries, research results, citations, redlines, checklists, and suggestions.
• "Order Form" — a written or electronic ordering document (including in-app checkout) that specifies seats, fees, and any special terms.

2. Acceptance; authority to bind

2.1 Affirmative acceptance only. These Terms are accepted by an affirmative act — ticking the acceptance checkbox and clicking the acceptance button presented in the Service, or executing a written instrument (including an Order Form or pilot agreement) that references these Terms. Mere account creation, receipt of an invitation, or use of the Service does not by itself constitute acceptance; the Service does not permit use before acceptance. If you do not agree, you must not use the Service. Each acceptance is recorded (document version, timestamp, accepting account, capacity) and constitutes an electronic signature under the Electronic Transactions Act B.E. 2544 (2001).

2.2 Capacities; authority. Acceptance is given in one or both of two capacities: (a) on behalf of the Customer — only by an individual who represents and warrants that they are authorized to bind the Customer (an unauthorized purported acceptance does not bind the Customer, and the individual is responsible for the consequences of the misrepresentation [COUNSEL: confirm the strongest enforceable formulation]); and (b) personally as an Authorized User — by each individual user, agreeing to be bound by these Terms as they apply to Authorized Users. An individual accepting on behalf of the Customer also accepts personally as an Authorized User. Authorized Users other than the signatory do not represent authority to bind the Customer.

2.3 Business use only. The Service is offered to businesses and professionals for business purposes. It is not offered to consumers.

3. Nature of the Service — a workflow and research tool, NOT legal advice

[COUNSEL: this section and § 4 are the load-bearing founder-protection provisions. Please make

them as strong as Thai law permits, and confirm the all-caps prominence approach is effective under the Unfair Contract Terms Act B.E. 2540.]

3.1 JURISIMUS IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL SERVICES OF ANY KIND. The Service is a software workflow, document-organization, communication, and research tool for legal professionals. No output, feature, template, workflow, checklist, citation check, or other function of the Service constitutes legal advice, and none may be relied upon as such.

3.2 No attorney–client relationship. Use of the Service does not create an attorney–client, fiduciary, or professional-advisory relationship between the Customer (or its clients) and Jurisimus.

3.3 The Customer's professionals remain solely responsible. All professional judgment, strategy, advice, filings, and work product remain the sole responsibility of the Customer and its licensed professionals. The Service assists with organizing and accelerating work; it does not and cannot perform, replace, or supervise the practice of law. The Customer's lawyers remain fully subject to their professional obligations under the Lawyers Act B.E. 2528 (1985), the regulations of the Lawyers Council of Thailand, and any other applicable professional rules, and nothing in the Service alters, discharges, or transfers any of those obligations to Jurisimus.

3.4 Not a source of truth. The Service — including its legal-reference, search, and citation-checking features — is an aid to research, not an authoritative source of law. Statutes, regulations, court decisions, and official publications remain the only authoritative sources. The Customer must verify all legal propositions against authoritative sources before relying on them.

4. AI-generated output — mandatory verification; no reliance

4.1 AI CAN MAKE MISTAKES. The Service uses large language models and other AI systems. AI-generated Output may be inaccurate, incomplete, outdated, or fabricated — including plausible-looking but wrong citations, misquoted provisions, incorrect summaries, and reasoning errors. This is an inherent characteristic of the technology, not a defect in the Service.

4.2 Mandatory professional review. The Customer must ensure that a qualified professional independently reviews and verifies every Output before it is relied upon, communicated to a client, filed with a court or authority, or otherwise used. Reviewing AI-assisted work before use is part of the Customer's professional duty of competence and diligence; the Customer agrees that this review is its responsibility alone.

4.3 Verification features are aids, not guarantees. Grounding, citation-checking, provenance, confidence indicators, abstention behavior, and similar trust features are designed to assist verification. They are probabilistic aids and do not warrant that any Output is accurate, complete, current, or fit for any purpose. An Output that passes a citation check may still be wrong; an abstention may still omit relevant law.

4.4 No reliance. Jurisimus expressly disclaims, and the Customer expressly waives, any claim based on reliance on an Output that was not independently verified by the Customer as required by § 4.2. Any decision made or action taken on the basis of an Output is made at the Customer's sole risk.

4.5 In-product notices. The Service displays notices to the effect of § 4.1–4.2 in the product. Such notices supplement, and do not limit, this Section 4.

5. Customer responsibilities and warranties

The Customer is solely responsible for, and represents and warrants:

5.1 Confidentiality and professional duties. The Customer is solely responsible for maintaining the confidentiality of its clients' information and for complying with all confidentiality, privilege, conflict-of-interest, and other professional obligations owed to its clients. The Customer will assess, using its own professional judgment, whether and how use of the Service is compatible with those obligations (including any client-consent or engagement-letter requirements) before submitting any client information to the Service.

5.2 Rights and lawful basis in Customer Data. The Customer has all rights, consents, and lawful bases (including under the Personal Data Protection Act B.E. 2562 (2019), "PDPA") necessary to submit Customer Data to the Service and to have it processed as described in these Terms and the Data Processing Addendum. As between the parties, the Customer is the data controller of personal data contained in Customer Data relating to its clients and third parties; Jurisimus processes such data only as a data processor on the Customer's instructions.

5.3 Account security. The Customer is responsible for all activity under its organization and its Authorized Users' accounts, for keeping credentials, API keys, and access tokens confidential, for promptly deactivating users who leave the firm, and for notifying us without undue delay of any suspected unauthorized access. Seats are per named individual and may not be shared.

5.4 Accuracy of inputs. The quality of Output depends on the inputs provided. Jurisimus has no obligation to detect errors, omissions, or forgeries in Customer Data.

5.5 Lawful use. The Customer will use the Service only in compliance with applicable law and these Terms, and will not submit data or use the Service in any way that infringes third-party rights.

6. Acceptable use

The Customer must not (and must not permit anyone to): (a) use the Service to provide legal advice or services to third parties as if generated or endorsed by Jurisimus, or represent that any Output was human-verified by Jurisimus; (b) resell, sublicense, or provide the Service to third parties except to its own Authorized Users; (c) use the Service or Output to develop or train a competing product or any machine-learning model; (d) probe, scan, or test the vulnerability of the Service except under a written authorization; (e) circumvent usage limits, seat limits, or access controls; (f) submit malicious code; (g) use the Service for any unlawful purpose. We may suspend access immediately for a breach of this Section that threatens the Service or other customers.

7. Our commitments on Customer Data

7.1 No AI training. We do not use Customer Data or Output to train or fine-tune AI models, and we contractually require our AI subprocessors not to train on data submitted through our accounts.

7.2 Security. We maintain administrative, technical, and organizational measures appropriate to the risk, including encryption in transit and at rest, tenant isolation enforced at the database layer, role-based access controls, and audit logging, as further described in our security documentation.

7.3 Subprocessors. We use vetted subprocessors (hosting, model providers, payments, auth, communications) listed at [SUBPROCESSOR PAGE URL]. The Data Processing Addendum governs subprocessor changes and objections.

7.4 Data protection. Processing of personal data is governed by our Privacy Policy (for data where we are the controller) and the Data Processing Addendum (for Customer Data where we are the processor). In case of conflict regarding personal data, the Data Processing Addendum prevails.

8. Intellectual property; Customer Data and Output

8.1 The Customer retains all rights in Customer Data. To the extent Jurisimus holds any rights in Output, Jurisimus assigns them to the Customer upon generation; the Customer's use of Output remains subject to § 3–4. Jurisimus and its licensors retain all rights in the Service, its software, models' configurations, templates, and documentation. The Customer grants Jurisimus a limited license to process Customer Data solely to provide, secure, and support the Service.

8.2 Usage data. We may use aggregated, de-identified usage and telemetry data (never the content of Customer Data or Output) to operate and improve the Service.

8.3 Feedback provided by the Customer may be used by Jurisimus without restriction or obligation.

9. Fees, payment, and taxes

9.1 Fees. Fees are per seat as stated in the applicable Order Form or in-app pricing. Fees are committed for the subscription term; seat decreases take effect prospectively and no refunds are given for unused seats or partial periods, except as required by law.

9.2 Payment rails. Payment may be made (a) by card or other methods via our payment provider (Stripe), or (b) for invoiced customers, by bank transfer to the account stated on the invoice, due within [15] days of the invoice date.

9.3 Taxes; VAT. Fees are exclusive of taxes. Value added tax will be added at the applicable rate where required, and a tax invoice (ใบกำกับภาษี) will be issued for Thai customers where [COMPANY] is VAT-registered.

9.4 Withholding tax. Where the Customer is required by Thai law to deduct withholding tax from a payment, the Customer may deduct the required amount provided that it delivers the corresponding withholding tax certificate (หนังสือรับรองการหักภาษี ณ ที่จ่าย) to Jurisimus within 30 days of payment; absent a valid certificate, the withheld amount remains due. [COUNSEL: confirm this is the market-standard formulation; we deliberately do not gross up.]

9.5 Late payment; suspension. Amounts unpaid [15] days after the due date may accrue interest at the maximum lawful rate, and we may suspend the Service after [7] days' written notice until paid.

10. Pilots, trials, and beta features

Any free pilot, trial, demo environment, or feature identified as beta/preview is provided "as is", without any warranty, service level, or support commitment, may be modified or discontinued at any time, and its data may be deleted at the end of the pilot on [14] days' notice. Sections 3, 4, 11, 12, and 13 apply fully during pilots and trials.

11. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND JURISIMUS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY OF LEGAL CONTENT, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO ADVICE OR INFORMATION OBTAINED FROM JURISIMUS OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12. Limitation of liability

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF JURISIMUS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER TO JURISIMUS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, FOR FREE PILOTS AND TRIALS, THB [10,000]).

12.2 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JURISIMUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR PROFESSIONAL REPUTATION, OR FOR ANY LIABILITY OF THE CUSTOMER TO ITS OWN CLIENTS OR ANY THIRD PARTY — INCLUDING ANY CLAIM ARISING FROM RELIANCE ON UNVERIFIED OUTPUT CONTRARY TO § 4 — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Carve-outs. Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or gross negligence, or any other liability that cannot be excluded or limited under Thai law. [COUNSEL: confirm interaction with Civil and Commercial Code § 373 and the Unfair Contract Terms Act B.E. 2540; adjust the cap/exclusions to the strongest enforceable form.]

12.4 Allocation of risk. The parties agree that this Section 12 reflects a deliberate allocation of risk reflected in the pricing, and that the Customer — a professional organization with its own duty and ability to verify Output — is best placed to prevent the losses described in § 12.2.

13. Indemnification by the Customer

The Customer will defend, indemnify, and hold harmless Jurisimus, its directors, employees, and contractors from and against any third-party claim (including claims by the Customer's own clients and by data subjects), and all resulting damages, penalties, and reasonable costs, arising out of: (a) Customer Data, including any lack of rights or lawful basis to submit it; (b) the Customer's use of the Service or Output, including any use, communication, or filing of Output without the verification required by § 4; (c) breach of the Customer's professional obligations; or (d) breach of these Terms or applicable law by the Customer or its Authorized Users.

14. Term, suspension, and termination

14.1 These Terms apply from acceptance until all subscriptions expire or are terminated. Subscriptions renew per the Order Form unless cancelled before the renewal date.

14.2 Either party may terminate for material breach uncured within 30 days of written notice. We may suspend or terminate immediately for breaches of § 6, non-payment per § 9.5, or a genuine security risk.

14.3 Data export and deletion. For 30 days after termination, the Customer may export Customer Data using the Service's export functions or by written request. Thereafter we will delete Customer Data within [60] days, except minimal records retained as required by law (which remain protected under these Terms).

14.4 Sections 3, 4, 5, 8, 11, 12, 13, 15, and 17–21 survive termination.

15. Confidentiality

Each party will protect the other party's confidential information with at least the care it uses for its own similar information (and no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel and contractors under confidentiality obligations, or as required by law with prompt notice where lawful.

16. Changes to the Service and to these Terms

We may improve and modify the Service, and will not materially degrade its core functionality during a paid term. We may update these Terms; material changes will be notified at least 30 days in advance and require re-acceptance in the product. If a material change takes effect before the Customer has re-accepted, the version of these Terms most recently accepted by the Customer continues to govern until the Customer re-accepts or the agreement terminates; we may restrict or suspend access (including API access) pending re-acceptance after a reasonable grace period. Continued use after the effective date of non-material changes constitutes acceptance of those non-material changes [COUNSEL: confirm this residual continued-use mechanism for non-material changes is acceptable alongside § 2.1's affirmative-acceptance rule].

17. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party AI model providers, hosting providers, or telecommunication networks, provided it uses reasonable efforts to mitigate. This Section does not excuse payment obligations.

18. Notices

Notices to Jurisimus: [legal@jurisimus.com] and the registered address of [COMPANY]. Notices to the Customer: the organization owner's registered email. Notices are deemed received one business day after email transmission without bounce.

19. Governing law and disputes

These Terms are governed by the laws of Thailand. Disputes are subject to the exclusive jurisdiction of the courts of Thailand [COUNSEL: confirm venue — Civil Court, Bangkok — or whether THAC arbitration is preferable for founder protection at our stage].

20. Language

These Terms are executed in English [and Thai]. [COUNSEL: decide which version prevails; a Thai version is required in practice for Thai-firm enforceability and PDPA-adjacent notices.]

21. General

Entire agreement (together with Order Forms and the Data Processing Addendum); order of precedence: Order Form → DPA → these Terms. The Privacy Policy is a notice describing our processing of personal data, referenced for information and acknowledged on receipt — it is not a contractual term of this agreement [COUNSEL: confirm this characterization vs. incorporating it; the acceptance flow deliberately uses "acknowledge receipt" for the Privacy Notice and "agree" only for these Terms]. No assignment by the Customer without our consent (we may assign to an affiliate or in a merger/asset sale). Severability: an invalid provision is replaced by the closest enforceable one and the remainder stands. No waiver by conduct. No third-party beneficiaries. Independent contractors.

Notes for reviewing counsel (delete before publication)

1. Entity. These Terms assume a registered Thai company limited. If the founder is still a natural person, incorporation must precede first signature — personal liability otherwise.
2. Unfair Contract Terms Act B.E. 2540 — §§ 11–13 are standard-form exclusions; please tune to the strongest form a Thai court will actually enforce against a business counterparty (law firms are sophisticated parties, which helps).
3. CCC § 373 — exclusions for fraud/gross negligence are void; § 12.3 carves these out explicitly. Confirm "gross negligence" carve-out breadth.
4. ETA B.E. 2544 — confirm clickwrap + recorded acceptance (version, timestamp, account, IP) satisfies evidentiary needs; we log acceptance server-side.
5. Lawyers Act B.E. 2528 — confirm §§ 3.1–3.3 sufficiently insulate Jurisimus from any unauthorized-practice characterization and from imputation of the customer's professional duties.
6. PDPA — controller/processor split in § 5.2 must match the DPA (to be drafted next).
7. Stamp duty — confirm whether these Terms / Order Forms attract stamp duty as hire-of-work and who bears it.
8. Consumer protection — confirm § 2.3 (business-only) keeps us outside the Consumer Case Procedure Act; solo practitioners are still businesses, but please confirm.