Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between OranAI LLC, a Wyoming limited liability company doing business as “jurniti,” with principal office at 1007 N Orange St., 4th Floor, 2817, Wilmington, DE 19801 (“jurniti,” “we,” “us,” or “our”), and the customer that registers for or uses the Service (“Customer,” “you,” or “your”). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and that “Customer” refers to that entity.

PLEASE READ SECTION 20 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.

1. Definitions

The following capitalized terms have the meanings set forth below:

• Service means the managed Hermes Agent platform operated by jurniti, including the dashboard at app.jurniti.com, the marketing site at jurniti.com, the customer-tenant subdomain at <tenant>.jurniti.com, the underlying Firecracker microVM compute, the control-plane APIs, and any documentation, software, or supporting services we make available in connection with the foregoing.
• Customer Content means any data, code, configuration, files, model API keys, model prompts, model outputs, or other material that Customer or Customer’s end users input into, generate within, or store on the Service, including all data residing on the persistent volume attached to Customer’s microVM.
• Subscription Term means the period for which Customer has paid Subscription Fees, beginning on the date Customer first activates a paid plan and continuing for the billing cycle Customer selected (monthly or annual), renewing automatically until canceled.
• Subscription Fees means the recurring fees payable for the plan tier Customer selects (currently Starter $25/month, Pro $49/month, Max $99/month, with annual founder pricing as published on jurniti.com), exclusive of taxes.
• BYOK Keys means model API keys (for example, OpenRouter, OpenAI, Anthropic, or Nous Portal credentials) that Customer provides to authenticate against third-party model providers from inside Customer’s microVM.
• Confidential Information means non-public information disclosed by one party to the other that is marked or that a reasonable person would understand to be confidential under the circumstances.
• Documentation means the technical documentation, FAQs, and policy pages we publish at jurniti.com or in the dashboard.
• Effective Date means the earliest of (a) the date Customer creates an account, (b) the date Customer first uses the Service, or (c) the date Customer first pays Subscription Fees.

2. Acceptance of Terms

By creating an account, clicking “I agree” or any equivalent affirmation, paying Subscription Fees, or otherwise accessing or using the Service, Customer agrees to these Terms and to the Privacy Policy at jurniti.com/privacy, which is incorporated by reference. If Customer does not agree, Customer must not access or use the Service.

3. The Service

The Service provides Customer with one or more dedicated Firecracker microVMs, each running on bare-metal host hardware operated by jurniti and its hosting providers in Frankfurt, Germany (with additional regions added as we publish them in Documentation). Each tenant microVM is isolated from other tenants by a hardware-enforced KVM virtualization boundary. The underlying physical host may serve multiple tenants concurrently, each in its own isolated microVM.

Customer accesses the Service through (i) the dashboard at app.jurniti.com (account, billing, plan management), (ii) the Customer-specific tenant subdomain (running the Hermes Agent software inside Customer’s microVM), and (iii) any APIs we publish in Documentation.

We may improve, modify, or discontinue features of the Service at any time. We will provide reasonable advance notice of any material reduction in functionality of the Service that adversely affects Customer’s use, except where the change is required for security, legal compliance, or to remediate an emergency.

4. Account Registration and Eligibility

To register for and use the Service, Customer represents and warrants that Customer:

• is at least eighteen (18) years of age and has the legal capacity to enter into binding contracts;
• will provide accurate, current, and complete registration information and will keep that information up to date;
• is not located in, and is not a resident of, any country or region subject to a comprehensive U.S. embargo, and is not on any U.S. government list of restricted persons;
• will use the Service in compliance with these Terms and all applicable laws.

Customer is responsible for safeguarding account credentials and for all activity that occurs through Customer’s account. Customer must notify us promptly at legal@jurniti.com of any unauthorized access. One account per natural person or legal entity is permitted unless otherwise agreed in writing.

5. Subscription, Fees, and Billing

5.1 Plans and Auto-Renewal

Customer selects a Subscription plan (Starter, Pro, or Max) at sign-up. Subscriptions renew automatically at the end of each billing cycle (monthly or annual, per Customer’s selection) until canceled by Customer or terminated under these Terms. Customer authorizes us and our payment processor to charge the payment method on file for each renewal at the then-current Subscription Fees.

5.2 Payment Processor

All payments are processed by Stripe, Inc. (“Stripe”). By providing payment information, Customer agrees to Stripe’s applicable terms. We do not store payment-card numbers; Stripe holds those credentials. We retain only the Stripe customer identifier, subscription status, and billing history necessary to operate the Service and fulfill our tax and accounting obligations.

5.3 30-Day Money-Back Guarantee

Customer may cancel a paid Subscription within thirty (30) days of first payment for a full refund of all Subscription Fees paid for that initial period, no questions asked. To request a refund within the 30-day window, Customer must email legal@jurniti.com from the email address associated with the account. Refunds are processed manually within one (1) business day of receipt.

5.4 Cancellation After 30 Days

After the 30-day window, Customer may cancel a Subscription at any time through the dashboard or by emailing legal@jurniti.com. For monthly Subscriptions, cancellation takes effect at the end of the then-current billing cycle. For annual Subscriptions, we will pro-rate the unused portion of the prepaid term and refund Customer for the unused months, rounded down to the nearest whole month.

5.5 Late Payment

If a charge fails, we will retry the payment method on file in accordance with Stripe’s standard dunning schedule. If payment remains unpaid for more than seven (7) days after the invoice due date, we may suspend or terminate the Subscription under Section 10 or 11. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.6 Taxes

Subscription Fees do not include any sales, use, value-added, or similar taxes. Customer is responsible for all applicable taxes other than taxes on jurniti’s net income.

5.7 Price Changes

We may change Subscription Fees from time to time. Any change applies only to subsequent billing cycles, will be communicated to Customer by email or through the dashboard at least thirty (30) days before taking effect, and Customer may cancel before the new pricing applies. Founder cohort pricing locked at sign-up will not be increased for the duration the Customer maintains an unbroken Subscription on a founder annual plan.

6. Bring Your Own Keys (BYOK)

The Service is designed so that Customer’s BYOK Keys reside only inside Customer’s microVM and are not transmitted to, stored by, proxied through, or otherwise accessible to jurniti. Customer is solely responsible for (a) obtaining and maintaining valid model provider credentials, (b) all charges incurred with the model provider as a result of Customer’s use of those credentials, (c) compliance with the applicable model provider’s terms of service and acceptable use policy, and (d) revoking or rotating BYOK Keys as Customer’s security posture requires.

jurniti has no liability for: (i) outages, errors, throttling, or content moderation actions by model providers; (ii) charges Customer incurs with model providers (whether expected or unexpected); (iii) the accuracy, legality, or fitness for purpose of any output produced by a third-party model; or (iv) the model provider’s handling of any data Customer sends to that provider from inside Customer’s microVM.

7. Acceptable Use

Customer must not use the Service to:

• violate any applicable law, regulation, or third-party right;
• generate, store, or distribute child sexual abuse material (CSAM); we will report any such activity to NCMEC and law enforcement and terminate the offending account immediately;
• send unsolicited bulk messages, spam, or commercial communications in violation of CAN-SPAM, the EU ePrivacy Directive, or similar laws;
• conduct denial-of-service attacks, port scans, intrusion attempts, brute-force attacks, vulnerability scans, or any similar activity targeting third parties or other tenants of the Service;
• mine cryptocurrency or run sustained workloads that consume the maximum permitted CPU, memory, or bandwidth allotment of Customer’s plan for the primary purpose of generating cryptocurrency or fungible tokens;
• attempt to escape, defeat, or undermine the microVM isolation boundary, the host operating system, or the control-plane authentication and authorization systems;
• infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party;
• upload or transmit any virus, worm, trojan horse, ransomware, or other malicious code, except for security research conducted in good faith on Customer’s own microVM and not directed at the host or other tenants;
• resell, sublicense, or otherwise make the Service available to any third party as a standalone offering, except that Customer may operate Customer’s own product or service that uses the Service as an underlying component, provided Customer remains responsible for compliance with these Terms;
• exceed the bandwidth, storage, or compute limits associated with Customer’s plan; or
• circumvent, disable, or interfere with security-related features of the Service.

We may, in our reasonable discretion and after attempting to notify Customer (except where notice is impractical or prohibited), suspend or limit Customer’s use of the Service if we believe Customer is violating this Section 7.

8. Customer Content

8.1 Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content. We claim no ownership of Customer Content.

8.2 License to Operate the Service

Customer grants jurniti a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and otherwise process Customer Content solely as necessary to provide and maintain the Service for Customer’s benefit (including for backup, restoration, anti-abuse review where legally required, and migration of Customer’s microVM between physical hosts). This license terminates when Customer Content is deleted from the Service or when these Terms terminate, whichever is earlier, except as required to retain backup copies pursuant to Section 11.3.

8.3 Responsibility for Customer Content

Customer is solely responsible for Customer Content and for ensuring that Customer Content and Customer’s use of it do not violate these Terms, applicable law, or any third-party right.

8.4 DMCA Takedown

We respond to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act. Notices and counter-notices should be sent to our designated agent at legal@jurniti.com with the subject line “DMCA Notice.” We may remove or disable access to allegedly infringing material and terminate the accounts of repeat infringers in appropriate circumstances.

9. Service Availability

We use commercially reasonable efforts to make the Service available with reasonable uptime, but we do not provide a service-level agreement (SLA) or any guaranteed uptime commitment at this time. An SLA may be offered to Customers on enterprise plans by separate written agreement.

We may schedule maintenance windows that may temporarily interrupt the Service. We will provide reasonable advance notice through the dashboard or by email when maintenance is not required to address a security issue or emergency.

10. Suspension

We may suspend Customer’s access to all or part of the Service immediately upon notice (or, where notice is impractical or prohibited, without notice) if:

• Customer materially breaches these Terms, including the Acceptable Use policy in Section 7;
• Customer’s account is more than seven (7) days past due;
• Customer’s use of the Service poses an imminent security risk to other tenants or to the Service;
• we are required to do so by applicable law, regulation, or court order; or
• we reasonably believe Customer’s account has been compromised.

We will lift the suspension once the underlying cause has been remediated. Suspension does not relieve Customer of the obligation to pay Subscription Fees that accrued before suspension.

11. Termination

11.1 Termination for Convenience by Customer

Customer may terminate a Subscription at any time as set out in Section 5.4.

11.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure the breach within fifteen (15) days after receiving written notice (or immediately, in the case of Customer’s breach of Section 7), or (b) becomes the subject of a bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days.

11.3 Effect of Termination

Upon termination: (i) Customer’s right to access and use the Service ceases; (ii) Customer remains liable for all Subscription Fees accrued through the effective date of termination; (iii) Customer’s persistent volume and any snapshots are preserved for seven (7) days following termination, after which they will be permanently deleted; (iv) we will, on Customer’s written request received within the seven-day window, make a reasonable effort to assist Customer with exporting Customer Content from Customer’s microVM; and (v) Sections that by their nature should survive termination (including Sections 1, 6, 8.1, 8.3, 12, 13, 14, 15, 16, 17, 19, 20, 21, and 22) survive.

12. Intellectual Property

12.1 Our IP

As between the parties, jurniti owns and retains all right, title, and interest in and to the Service and the underlying software, infrastructure, designs, trademarks, logos, and Documentation, together with all improvements, modifications, and derivative works thereof, and all intellectual property rights in any of the foregoing. Except as expressly granted in these Terms, no license or other right is granted to Customer in or to any of jurniti’s intellectual property.

12.2 Customer IP

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content. Subject to Section 8.2, no license or other right is granted to jurniti in or to any of Customer’s intellectual property.

12.3 Feedback

If Customer provides suggestions, ideas, or other feedback regarding the Service (“Feedback”), Customer grants jurniti a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, and exploit Feedback for any purpose without attribution or compensation.

13. Confidentiality

Each party (the “Receiving Party”) will (a) hold the Confidential Information of the other party (the “Disclosing Party”) in confidence using at least the same degree of care it uses to protect its own Confidential Information of like nature (and in no event less than reasonable care), (b) use Confidential Information only for the purposes of these Terms, and (c) not disclose Confidential Information to third parties except to employees, contractors, advisors, or service providers bound by confidentiality obligations no less protective than those in this Section 13.

These obligations do not apply to information that the Receiving Party can document (i) was rightfully in its possession without confidentiality obligations before disclosure, (ii) is or becomes publicly known through no fault of the Receiving Party, (iii) is rightfully obtained from a third party without breach of any duty of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that (where legally permitted) it gives the Disclosing Party prompt notice and reasonable cooperation in seeking a protective order. Each party’s confidentiality obligations survive for three (3) years after termination of these Terms; trade secrets remain protected for as long as they remain trade secrets under applicable law.

14. Indemnification

14.1 By jurniti

jurniti will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms and the Documentation, infringes a U.S. patent, registered copyright, registered trademark, or trade secret of the third party (a “Customer Claim”), and will indemnify Customer for damages and costs (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction, or agreed in a written settlement signed by jurniti, in connection with a Customer Claim. jurniti has no obligation under this Section 14.1 to the extent the alleged infringement arises from (a) Customer Content, (b) BYOK Keys or third-party model outputs, (c) Customer’s combination of the Service with any item not provided by jurniti, or (d) Customer’s use of the Service in violation of these Terms. If the Service becomes, or jurniti believes it may become, the subject of a Customer Claim, jurniti may at its option (i) procure a license for Customer’s continued use, (ii) modify the Service to be non-infringing, or (iii) terminate the affected portion of the Service and refund Customer’s pre-paid Subscription Fees attributable to the unused portion of the Subscription Term. This Section 14.1 states jurniti’s sole liability and Customer’s exclusive remedy for any third-party infringement claims.

14.2 By Customer

Customer will defend, indemnify, and hold harmless jurniti and its officers, members, employees, contractors, and agents from and against any third-party claim, action, or proceeding (and any damages, costs, and reasonable attorneys’ fees awarded or agreed in settlement) arising from or relating to (a) Customer Content; (b) Customer’s use of the Service in violation of these Terms or applicable law; (c) any breach by Customer of Section 6 (BYOK), Section 7 (Acceptable Use), or Section 8 (Customer Content); (d) any model provider charges or actions resulting from Customer’s use of BYOK Keys; or (e) any allegation that Customer Content or Customer’s use of the Service infringes a third party’s intellectual property, privacy, publicity, or other rights.

14.3 Process

The party seeking indemnification (the “Indemnified Party”) will promptly notify the indemnifying party (the “Indemnifying Party”) of the claim, give the Indemnifying Party sole control of the defense and settlement (provided that no settlement requiring admission of liability or non-monetary obligations on the Indemnified Party is made without its consent), and provide reasonable cooperation. The Indemnified Party may participate in the defense at its own expense.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JURNITI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JURNITI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA TRANSMITTED OR STORED THROUGH THE SERVICE WILL BE SECURE OR NOT LOST OR ALTERED. NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM JURNITI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JURNITI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF JURNITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JURNITI’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS (WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY) WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO JURNITI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing limitations do not apply to (i) Customer’s payment obligations, (ii) either party’s indemnification obligations under Section 14, (iii) breach of confidentiality under Section 13 involving willful misconduct, or (iv) any liability that cannot be limited under applicable law.

17. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by conditions beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, labor disputes, telecommunications or internet outages, or failures or capacity constraints of upstream hosting or model providers. The affected party will use commercially reasonable efforts to mitigate the effect of the force majeure event.

18. Modifications to the Service and to These Terms

We may modify the Service from time to time as set out in Section 3. We may also modify these Terms; if we do, we will post the updated Terms to jurniti.com/terms and update the “Effective date” at the top. For changes that materially reduce Customer’s rights or expand Customer’s obligations, we will provide at least thirty (30) days’ prior notice by email or through the dashboard, and Customer may terminate the Subscription before the change takes effect for a pro-rated refund of any prepaid unused Subscription Fees. Customer’s continued use of the Service after a modification takes effect constitutes acceptance of the modified Terms.

19. Governing Law

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Wyoming, without giving effect to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute Resolution; Binding Arbitration; Class Waiver

20.1 Informal Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally for at least thirty (30) days following written notice of the dispute sent to legal@jurniti.com (or to Customer’s email of record). The notice must describe the dispute and the proposed resolution.

20.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, will take place in Cheyenne, Wyoming (or by videoconference at the arbitrator’s direction), and will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

20.3 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES ALSO WAIVE ANY RIGHT TO A JURY TRIAL.

20.4 Exceptions

Notwithstanding Sections 20.2 and 20.3, either party may (a) bring an individual action in small-claims court for claims that qualify, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, or (c) bring claims of intellectual-property infringement in a court of competent jurisdiction.

21. Notices

Notices to jurniti must be sent by email to legal@jurniti.com and, where the notice concerns a material legal matter (including notices under Sections 11, 14, 18, or 20), by U.S. mail to OranAI LLC, 1007 N Orange St., 4th Floor, 2817, Wilmington, DE 19801. Notices to Customer will be sent to the email address associated with Customer’s account or posted in the dashboard. Notices sent by email are deemed delivered on the date sent unless the sender receives a non-delivery notification.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or addenda we mutually execute in writing, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous oral or written agreements on that subject.

22.2 Assignment

Customer may not assign or transfer these Terms or any rights or obligations under them without jurniti’s prior written consent. Any attempted assignment in violation of this Section is void. jurniti may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Customer’s consent.

22.3 Severability

If any provision of these Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to be valid and enforceable.

22.4 No Waiver

Failure to enforce any provision of these Terms is not a waiver of the right to enforce that provision later or any other provision.

22.5 No Third-Party Beneficiaries

These Terms do not create any rights in any person or entity other than the parties.

22.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

22.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

22.8 Contact

Questions about these Terms? Email legal@jurniti.com or write to OranAI LLC, 1007 N Orange St., 4th Floor, 2817, Wilmington, DE 19801.