Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Julay ("Julay," "we," "us," or "our") governing your access to and use of the Julay platform, including our website at julay.org, our web application, APIs, and any associated services (collectively, the "Service").

By creating an account, clicking "I agree," or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to "you" shall include that organization.

You must be at least 16 years of age to use the Service. By using the Service, you represent that you meet this age requirement.

2. Service Description & Permitted Use

Julay is an AI-powered project management and work operating system that enables individuals and teams to plan, organize, track, and collaborate on projects and tasks. The Service includes:

• Project and task management tools (boards, lists, timelines, and calendars).
• Team collaboration features including comments, assignments, and notifications.
• AI-powered features for project generation, task suggestions, and automated summaries, powered by the Claude API (Anthropic).
• Integrations with third-party tools and services.
• Administrative controls for workspace management, billing, and user permissions.

2.1 Permitted Use

Subject to these Terms, Julay grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business or personal productivity purposes in accordance with these Terms.

2.2 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. We may perform scheduled or emergency maintenance that results in temporary unavailability. We will endeavor to provide advance notice of scheduled maintenance where practicable.

2.3 Beta Features

We may offer beta or preview features that are not yet generally available. Beta features are provided "as is" without warranty, may be discontinued at any time, and are excluded from any service level commitments we may otherwise make.

3. Account Responsibilities

3.1 Account Creation

You must provide accurate, current, and complete information when creating an account. You agree to maintain and promptly update your account information to keep it accurate and current.

3.2 Credentials Security

You are solely responsible for maintaining the confidentiality of your account credentials (username, password, API keys, and any authentication tokens). You agree to:

• Use a strong, unique password for your Julay account.
• Enable two-factor authentication if available and where practicable.
• Notify us immediately at support@julay.org if you suspect any unauthorized access to your account.
• Not share your credentials with any third party.
• Not access another user's account without their explicit authorization.

3.3 Account Activity

You are responsible for all activity that occurs under your account, whether or not you authorized such activity. Julay is not liable for any loss or damage arising from unauthorized use of your account if you have failed to take reasonable steps to protect your credentials.

3.4 Workspace Administrators

If you create or administer a workspace for your organization, you are responsible for ensuring that all users in your workspace comply with these Terms. You may invite users to your workspace, set permissions, and manage billing. You represent that you have the authority to add users and bind them to these Terms on behalf of your organization.

3.5 One Account per User

Each individual must maintain only one personal account. Creating duplicate accounts to circumvent usage limits, suspensions, or other restrictions is prohibited.

4. Prohibited Uses

You agree not to use the Service for any of the following purposes or in any of the following ways:

• Illegal activity: Any use that violates applicable local, state, national, or international laws or regulations.
• Harmful content: Uploading, sharing, or generating content that is defamatory, obscene, harassing, threatening, hateful, or that infringes on the rights of others.
• Malware and attacks: Introducing viruses, worms, Trojan horses, or other malicious code; attempting to gain unauthorized access to any systems or networks; conducting denial-of-service attacks.
• Scraping and unauthorized data collection: Using automated means to scrape, crawl, or extract data from the Service without our prior written permission.
• Reverse engineering: Decompiling, disassembling, reverse engineering, or attempting to derive the source code of the Service, except as permitted by applicable law.
• Circumventing limits: Attempting to bypass, disable, or circumvent usage limits, security features, or access controls.
• Reselling without authorization: Sublicensing, reselling, or providing the Service on a service-bureau or time-sharing basis without our express written consent.
• Interference: Taking any action that imposes an unreasonable or disproportionately large load on our infrastructure, or that interferes with the proper functioning of the Service for other users.
• Impersonation: Impersonating any person or entity, or falsely claiming an affiliation with any person or entity.
• Spam and abuse: Using the Service to send unsolicited commercial communications, spam, or to conduct phishing or social engineering attacks.

Violation of these prohibitions may result in immediate suspension or termination of your account and may be referred to appropriate legal authorities.

5. Subscription Plans

Julay offers the following subscription tiers. Features and limits are subject to change with notice as described in Section 14.

Prices shown are in United States Dollars (USD). For annual billing, a discount may be applied at the time of checkout. Current pricing, including any promotional offers, is displayed on our pricing page at julay.org. Prices listed in these Terms are for illustrative reference only; the price in effect at the time of your purchase governs.

5.1 Free Plan Limitations

The Free plan is provided as-is without any service level agreement. We reserve the right to modify limits on the Free plan at any time. We will provide reasonable notice of material reductions to Free plan features to active Free plan users via email.

6. Billing & Refunds

6.1 Billing Cycles

Paid subscriptions are billed on either a monthly or annual basis, depending on your selection at checkout. Your subscription begins on the date your payment is successfully processed and renews automatically at the end of each billing period unless you cancel before the renewal date.

6.2 Payment Processing

All payments are processed by Stripe, Inc., our third-party payment processor. By providing payment information, you authorize Julay to charge the applicable subscription fees to your designated payment method on each renewal date. You agree to Stripe's terms of service in addition to these Terms.

6.3 Automatic Renewal

Your subscription will renew automatically unless you cancel at least 24 hours before the end of the current billing period. You may cancel at any time through your account billing settings or by contacting support@julay.org.

6.4 Refund Policy

Except for the 14-day new-subscriber guarantee described above, all subscription fees are non-refundable. No refunds or credits will be issued for partial subscription periods, unused features, or downgraded plans mid-billing-cycle. If you cancel a paid subscription, you will retain access to the paid features until the end of your current billing period, at which point your account will revert to the Free plan (if available) or be deactivated.

6.5 Price Changes

We may change subscription prices. We will provide at least 30 days' advance notice of price increases to active subscribers via email and/or in-app notification. Price changes will take effect at the start of your next billing period following the notice period. If you do not cancel before the price change takes effect, you will be billed at the new rate.

6.6 Taxes

Subscription fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities (including VAT, GST, or sales tax). You are responsible for paying all such taxes associated with your subscription. Where required by law, Julay will collect applicable taxes on top of the subscription fee.

6.7 Failed Payments

If a payment fails, we will attempt to retry the charge and notify you by email. If payment remains outstanding after reasonable attempts, we reserve the right to downgrade or suspend your account until the outstanding balance is resolved.

7. Intellectual Property

7.1 Your Content

You retain full ownership of all data, content, and materials you create, upload, or otherwise submit to the Service ("User Content"), including project data, task descriptions, file attachments, comments, and any other content you provide.

By uploading or submitting User Content to the Service, you grant Julay a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use your User Content solely to the extent necessary to provide and improve the Service. This license does not grant Julay the right to sell your User Content or use it for any purpose other than operating the Service.

7.2 Your Responsibility for Content

You represent and warrant that: (a) you own or have the necessary rights to your User Content; (b) your User Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party; and (c) your User Content complies with these Terms and all applicable laws.

7.3 The Julay Platform

All rights, title, and interest in and to the Service, including all software, algorithms, designs, trademarks, logos, text, graphics, and other content created or owned by Julay ("Julay IP"), are and shall remain the exclusive property of Julay and its licensors. Nothing in these Terms grants you any right, title, or interest in Julay IP except the limited license expressly set out in Section 2.

The Julay name, logo, and product names associated with the Service are trademarks of Julay. You may not use these trademarks without our prior written consent.

7.4 Feedback

If you submit feedback, suggestions, or ideas about the Service ("Feedback"), you grant Julay a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in any manner without compensation or attribution to you. Feedback is not considered confidential.

8. AI-Generated Content

The Service includes AI-powered features that generate text, suggestions, project structures, and other outputs ("AI Content") using the Claude API provided by Anthropic, PBC.

8.1 Your Responsibility

You are solely responsible for how you use AI Content. AI-generated outputs are provided as productivity tools and are not professional advice (legal, financial, medical, or otherwise). You must independently review, verify, and validate all AI Content before relying on it or acting upon it.

8.2 Accuracy and Limitations

AI models can produce inaccurate, incomplete, or inappropriate outputs. Julay does not warrant the accuracy, reliability, or fitness for purpose of any AI Content. We are not responsible for any decisions made or actions taken based on AI-generated outputs.

8.3 Ownership of AI Outputs

To the extent permitted by applicable law, AI Content generated in response to your prompts is assigned to you as User Content. However, because AI outputs are generated based on patterns learned from broad datasets, similar outputs may be produced for different users. We cannot guarantee that AI Content is unique or that it does not resemble content generated for others.

8.4 Prohibited AI Uses

You may not use AI features to generate content that: violates applicable laws; infringes third-party intellectual property rights; constitutes harassment, hate speech, or discriminatory content; is intentionally deceptive or misleading; or violates Anthropic's usage policies as applicable to downstream users.

8.5 No Training on Your Data

As described in our Privacy Policy, Anthropic does not use content submitted through Julay's integration with the Claude API to train or improve its AI models. See our Privacy Policy, Section 4, for full details.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Julay's total cumulative liability to you for all claims arising out of or relating to these Terms or the Service — whether based in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the greater of:

• The total fees paid by you to Julay during the 12-month period immediately preceding the event giving rise to the claim; or
• One hundred US dollars ($100.00).

The foregoing limitations apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such jurisdictions, Julay's liability is limited to the maximum extent permitted by law.

10. Disclaimer of Warranties

Without limiting the foregoing, Julay does not represent or warrant that:

• The Service will meet your specific requirements or be available on an uninterrupted, secure, or error-free basis.
• The results that may be obtained from use of the Service will be accurate or reliable.
• Any errors or defects in the Service will be corrected.
• The Service is free of viruses or other harmful components.
• AI-generated content will be accurate, complete, current, or suitable for any particular purpose.

Some jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply to you in full. In such jurisdictions, Julay's warranties are limited to the minimum warranty protection required by applicable law.

11. Indemnification

You agree to defend, indemnify, and hold harmless Julay, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Service.
• Your User Content, including any claim that your User Content infringes, misappropriates, or violates any third-party rights.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights.
• Any actions taken by users or members you have added to your workspace.

Julay reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim at your own expense. You may not settle any claim without our prior written consent if the settlement imposes any obligation on Julay.

12. Governing Law & Dispute Resolution

12.1 Governing Law

These Terms and any dispute arising from or relating to them or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice-of-law principles that would require the application of the laws of another jurisdiction.

12.2 Mandatory Arbitration

Except as set out in Section 12.4, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, "Disputes") will be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (or Consumer Arbitration Rules, if applicable) then in effect. The arbitration shall be conducted in the English language. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3 Class Action Waiver

To the maximum extent permitted by applicable law, you and Julay each waive the right to bring or participate in any class action, collective action, or representative proceeding in connection with any Dispute. All Disputes must be resolved on an individual basis.

12.4 Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. Such proceedings may be brought in the state or federal courts located in Delaware, United States, and you consent to personal jurisdiction in those courts for such purposes.

12.5 Informal Resolution First

Before initiating arbitration, the parties agree to attempt to resolve any Dispute informally by contacting Julay at legal@julay.org and giving us a reasonable opportunity (not less than 30 days) to resolve the issue. This informal dispute resolution requirement is a condition precedent to initiating arbitration.

12.6 Limitation Period

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues, after which such claim is permanently barred. This limitation period is in addition to, and does not replace, any shorter period provided by applicable law.

13. Termination

13.1 Termination by You

You may terminate your account and these Terms at any time by canceling your subscription and deleting your account through your account settings, or by contacting support@julay.org. Upon termination, your right to access and use the Service ceases immediately (or at the end of your current billing period for paid subscribers). You remain responsible for any fees incurred before the termination date.

13.2 Termination by Julay

We may suspend or terminate your access to the Service:

• For cause (immediate): If we determine, in our sole reasonable judgment, that you have violated these Terms, engaged in fraudulent activity, caused harm to other users, violated applicable laws, or posed a security risk to the Service or other users. No advance notice is required for termination for cause.
• Without cause: We may terminate the Service or your access to it upon at least 30 days' written notice via email to the address associated with your account. In the event of termination without cause, we will provide a pro-rata refund of any prepaid subscription fees for the unused portion of your billing period.

13.3 Suspension

We reserve the right to suspend (rather than terminate) your account while we investigate potential violations of these Terms. During a suspension, you may not be able to access the Service, but your data will be retained in accordance with our retention schedule unless the investigation results in termination for cause.

13.4 Effect of Termination

Upon termination of your account for any reason:

• Your license to use the Service immediately terminates.
• We will retain your data for 90 days following account closure to allow you to request an export, after which it will be permanently deleted in accordance with our Privacy Policy.
• All provisions of these Terms that by their nature should survive termination shall survive, including Sections 7 (Intellectual Property), 9 (Limitation of Liability), 10 (Disclaimer of Warranties), 11 (Indemnification), and 12 (Governing Law).

14. Changes to These Terms

We may modify these Terms from time to time. When we make material changes, we will:

• Update the "Effective Date" at the top of this page.
• Send a notification to the email address associated with your account at least 30 days before the changes take effect.
• Display a prominent notice within the Service.

Your continued use of the Service after the modified Terms take effect constitutes your agreement to be bound by the revised Terms. If you do not agree to the modified Terms, you must stop using the Service before the effective date of the changes. If you are on a paid subscription, you may also cancel your subscription and receive a pro-rata refund for any unused prepaid period if the changes materially and adversely affect you.

Non-material changes (such as corrections of typographical errors, clarifications that do not reduce your rights, or updates required by law) may take effect immediately without advance notice.

15. Contact

If you have questions about these Terms, please contact us:

• Legal inquiries: legal@julay.org
• General support: support@julay.org
• Privacy matters: privacy@julay.org
• Website: julay.org

For formal legal notices, please send correspondence to legal@julay.org with "Legal Notice" in the subject line.