Terms of Service

In these Licence Terms, the following definitions apply:

Addendum means an addendum to these Licence Terms that applies to you because of the jurisdiction in which you are located, including the Australian Addendum;

Australian Addendum means the addendum titled “Addendum A – Australia” at the end of these Licence Terms;

Authorised User means your employees, officers or individual contractors authorised by you to use the Software in accordance with your Order Form;

Business Day means any day excluding Saturdays, Sundays and statutory public holidays in Auckland, New Zealand;

CGA means the Consumer Guarantees Act 1993;

Claim has the meaning given to it in clause 6.8;

Commencement Date means, in respect of any Software, the earlier of:

Confidential Information means any information (in any form, whether written, electronic or otherwise):

but does not include information that is publicly available through no fault of the recipient of the Confidential Information or its personnel, or which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality;

Default Interest Rate means, at any time, the New Zealand 90-day bank bill rate at that time (as published by our trading bank) plus 3% per annum;

Defect means a bug, error or defect in the Software;

Documentation means any instruction manuals, user guides and/or other information made available by us to our customers generally in connection with the use of the Software;

Feedback has the meaning given to it in clause 6.5;

Fees means the Licence Fees and any other amounts payable by you under these Licence Terms;

Force Majeure means, in relation to either party (Affected Party), an event or circumstance which is beyond the reasonable control of that party, including any:

but does not include any event or circumstance which could have been avoided by the Affected Party exercising Good Industry Practice, or any lack of funds on the part of the Affected Party;

FTA means the Fair Trading Act 1986;

Good Industry Practice means that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, reasonable and experienced software provider in New Zealand in the same or similar circumstances;

Grizzly AI IP has the meaning given to it in clause 6.1;

Grizzly AI System means the systems integration of our software and the Third Party Services providing compute, data storage and LLMs, together with the ancillary services required to provide Output;

Grizzly AI Website means the website hosted and maintained by or on behalf of us at www.grizzly.ai (or any replacement URL notified by us from time to time);

GST has the meaning given to it in the Goods and Services Tax Act 1985;

Insolvency Event means, in respect of a party, that party:

Intellectual Property Rights means trade marks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, confidential information, know-how and trade secrets, operating manuals, quality manuals and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same;

Licence means the licence granted by us to you to access and use the Software and Documentation as set out in clause 3.2;

Licence Fees means the licence fees payable by you for your use of the Software, as set out in your Order Form;

LLM means a large language model, being an advanced AI model trained on large text datasets to understand, generate and perform language-related functions;

Local Taxes has the meaning given to it in clause 8.2;

Losses means all liabilities, losses, damages, costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties;

Order Form means the order form, quote or other document agreed between you and us that sets out the Software, the Licence Fees, the Licence Term, any user count and the payment terms for your licence, as amended by agreement between you and us from time to time;

Output means the output generated by the Software in response to documents or files uploaded, and/or queries submitted, by you or your Authorised Users for processing by the Software;

Personal Information has the meaning given to it in the Privacy Act;

Privacy Act means the Privacy Act 2020;

Privacy Legislation means any legislation which affects privacy or any Personal Information (including the collection, storage, handling, use or processing of Personal Information), including the Privacy Act and any regulations or codes of practice made under the Privacy Act;

Privacy Policy means our privacy policy available at www.grizzly.ai/privacy-policy, as updated from time to time;

Service-Related Data means any statistical and other aggregated data generated by or derived from your use of the Software, including all metadata related to actions carried out by or on behalf of you and your Authorised Users using the Software or otherwise generated by the Software in connection with receiving, processing or transmitting Your Data and Output. Service-Related Data excludes Your Data and Output;

Software means the software described in your Order Form (or, during a Trial, the software we make available to you), being software which is owned, or permitted to be licensed, by us (as modified or updated by us during the Term) and made available by us online;

Licence Term means the licence term specified in your Order Form or, if none is specified, 12 months from the Commencement Date, together with each renewal of that term under clause 13.2;

System Administrator means your designated contact and one alternate contact as the responsible party for communicating with us during the Term;

Term means the period commencing on the Commencement Date and continuing until these Licence Terms are terminated or expire as provided in these Licence Terms, or in accordance with any other rights or remedies you or we may have at law;

Third Party Services means the hardware, software and services which are provided or managed by third parties. Examples include Amazon Web Services, OpenAI’s LLMs and Anthropic’s Claude LLMs;

Trial has the meaning given to it in clause 7.1;

Update means any modification or enhancement of, or improvement to, the Software which is made available by us from time to time during the Term;

Upgrade means a significant release of the Software incorporating a feature or capability not present in the Software in the previous release, which is made available by us to our customers generally from time to time during the Term; and

Your Data means any content, materials, text and other information that is transmitted or made available by you or your Authorised Users and which is stored on the Grizzly AI System, or on any Third Party Services, in connection with your use of the Software.

In these Licence Terms, unless the context indicates otherwise:

If an Addendum applies to you, it forms part of these Licence Terms. In the event of a conflict between an Addendum and the remainder of these Licence Terms, the provisions of the relevant Addendum will prevail to the extent of the inconsistency.

You accept these Licence Terms by signing an Order Form that references these Licence Terms, or by accessing or using the Software (including during a Trial). If you are accepting these Licence Terms on behalf of an organisation, you warrant that you have the authority to bind that organisation to these Licence Terms.

These Licence Terms commence on the Commencement Date.

We will provide you with access to and use of the Software and the Documentation on the basis set out in these Licence Terms. The Software and any Documentation will be made available to you online through the log-on mechanism we provide.

We grant you and your Authorised Users a non-exclusive, personal, non-sub-licensable, non-transferable licence for the number of Authorised Users (if any) specified in your Order Form to access and use the Software and the Documentation for your internal business purposes during the Term on the terms set out in these Licence Terms. Subject to applicable law, any other use of the Software or Documentation without our prior written consent will be a material breach of these Licence Terms.

Except as expressly set out in these Licence Terms or as permitted by applicable law, you must not:

You must:

You agree that, where your Order Form specifies that your use of the Software is limited to a maximum number of Authorised Users:

Subject to your reasonable security and confidentiality requirements, you will allow us or our authorised representative to inspect and copy your records and documentation relating to your access to and use of the Software for the sole purpose of allowing us to verify:

You acknowledge that the Software may contain third-party materials and/or is reliant on Third Party Services for your access to and use of the Software, and that separate terms may apply in respect of those Third Party Services. You agree that:

We will:

We may make Updates or Upgrades available to you during the Term at no additional charge. The Updates or Upgrades we make to our Software will be in accordance with our standard practices and procedures. You are responsible for maintaining a suitable internet connection to enable you to access the Software via the Grizzly AI Website.

We may, in our sole discretion from time to time, modify or delete any features or components of the Software. If a modification or deletion materially affects your use of the Software, you may terminate these Licence Terms with immediate effect by giving us written notice within 30 days after the modification or deletion takes effect.

To assist our communication with you, you must designate a System Administrator and provide to us the contact details of that System Administrator. Your System Administrator may establish accounts for Authorised Users under these Licence Terms.

You acknowledge and agree that:

We may, at our sole discretion, provide you with support services at no charge.

All Intellectual Property Rights in the Software, the Documentation, the Grizzly AI Website and our logos, trade marks and any other thing developed or created by us under or in connection with these Licence Terms, but excluding Your Data and the Output (Grizzly AI IP), are owned by us and/or our licensors.

You acknowledge and agree that there is no transfer of title, Intellectual Property Rights or ownership of the Grizzly AI IP (or any part of it) to you under these Licence Terms.

You acknowledge and agree that we may use data and information about your use of the Software to generate Service-Related Data. We own all right, title and interest, including any Intellectual Property Rights, in the Service-Related Data. We may use the Service-Related Data for the sole purpose of improving our products and services.

As between you and us, you own all Intellectual Property Rights in the Output. You grant us a non-exclusive, royalty-free, worldwide, transferable, sub-licensable licence to access, use, copy, disclose and modify the Output as necessary to provide the Software to you under these Licence Terms.

If you provide ideas, suggestions or other feedback in connection with your use of the Software or Grizzly AI Website (Feedback), you grant us a non-exclusive, royalty-free, worldwide, perpetual, transferable, sub-licensable and irrevocable licence to use, copy, modify, publicly display, distribute and otherwise exploit your Feedback for any purpose. If Feedback is provided in relation to an Output, you agree that we may review that Output for the purpose of considering the Feedback. You agree that, except for any specific material that you have notified us is your Confidential Information, your Feedback is not confidential and we may use this Feedback without restriction and without payment to you.

Nothing in these Licence Terms limits our rights to use any ideas, concepts, methodologies, processes and know-how that are used, developed or created under these Licence Terms, provided that such use does not breach any confidentiality obligations that we owe to you or infringe any of your Intellectual Property Rights.

You represent and warrant that all Your Data used in connection with the Software is accurate, does not infringe another person’s Intellectual Property Rights and does not violate any applicable laws. If you breach this clause, without limiting any of our other rights or remedies, we may remove the relevant Your Data from the Software.

A party (Party A) will defend and indemnify the other party and its directors, employees and agents (Party B) against any cost (including legal fees) or expense arising from any claim, suit, action or proceeding (Claim) that any materials supplied by Party A to Party B under these Licence Terms (excluding, in our case, any Third Party Services) infringe a third party’s Intellectual Property Rights. In relation to the indemnity in this clause 6.8:

We may make the Software available to you for a limited period, free of charge unless otherwise agreed, to allow you to test the functionality and fitness of the Software for your purposes (Trial). The length and any other details of the Trial will be as set out in your Order Form or as otherwise notified by us in writing.

Either party may end the Trial at any time by notice to the other party. Your access to the Software will end when the Trial ends unless, before then, you and we have agreed an Order Form for a paid licence. A Trial will not automatically convert into a paid licence.

During the Trial you must comply with all relevant provisions in these Licence Terms including, without limitation, the clauses relating to security, intellectual property and confidentiality.

You must pay the Licence Fees to us in accordance with your Order Form. Unless your Order Form states otherwise, the Licence Fees are payable annually in advance for each Licence Term, and each invoice must be paid within 14 days of the invoice date.

If any Fees are subject to any local, regional, customs or any other similar tax or levy (including withholding taxes) in the relevant jurisdiction (Local Taxes), such Local Taxes must be paid by you to us, and you agree that the Local Taxes will be added to the Fees and that you will have no claim against us for the Local Taxes provided that such Local Taxes were deducted and paid by us to the relevant tax authority in accordance with all applicable laws.

Wherever possible, we will provide you with all documentation reasonably required to enable you to recover any Local Taxes paid under clause 8.2 from the relevant tax authority, or to obtain a credit or expense for those Local Taxes in the relevant country.

All monetary amounts in these Licence Terms and your Order Form are stated and payable in the currency specified in your Order Form.

We may review and vary the Licence Fees by notifying you in accordance with clause 13.2. Any change will take effect only from the start of the next renewal Licence Term, and will not affect the Fees payable for the then-current Licence Term.

All Fees are exclusive of GST and any Local Taxes. You must pay any GST and Local Taxes properly chargeable on the Fees to us at the time you pay the Fees, at the rate and in the manner prescribed by applicable law.

If you dispute in good faith any amount invoiced or charged by us, you must notify us of the dispute at the earliest reasonable opportunity. The undisputed portion of that amount will remain payable on the due date, and you will not be obliged to pay the disputed portion until the dispute has been resolved by agreement between the parties or, in the absence of agreement, in accordance with clause 17.

If you fail to pay any Fees when due (other than amounts disputed in accordance with clause 8.7), without limiting our other rights and remedies, including our right to terminate these Licence Terms under clause 13.6, we may:

You must pay us all reasonable costs (including collection costs) incurred by us in recovering or attempting to recover any overdue amounts that you owe to us.

Unless your Order Form states otherwise, your use of the Software is not metered, but is subject to fair use. If we reasonably consider that your use of the Software materially exceeds the scope of use contemplated when the Licence Fees were agreed (including any expected volume of use set out in your Order Form), we may notify you and the parties will discuss in good faith an appropriate adjustment to the Licence Fees or the scope of use. If the parties have not agreed an adjustment within 30 days of that notice, either party may terminate these Licence Terms by written notice to the other party, and clause 13.9 will apply.

We warrant that:

Our obligations under these warranties are subject to your compliance with these Licence Terms.

If you are subscribing to use the Software on behalf of an organisation, you represent and warrant that you are authorised to subscribe for the Software on behalf of your organisation and have authority to bind your organisation to comply with these Licence Terms.

You agree that you:

Without limiting clause 9.4, you expressly acknowledge and agree that:

To the fullest extent permitted by applicable law and subject to any rights you may have under the CGA and/or FTA:

To the fullest extent permitted by applicable law, we will have no liability to you under or in connection with these Licence Terms (whether in contract, tort (including negligence) or otherwise) in respect of any:

To the fullest extent permitted by applicable law and subject to clause 18, our aggregate liability to you under or in connection with these Licence Terms (whether in contract, tort (including negligence) or otherwise) is limited, as an aggregate in respect of all events and breaches, to 50% of the total Fees paid or payable by you to us under these Licence Terms in the 12 months immediately preceding the first event giving rise to the liability.

To the fullest extent permitted by applicable law, we are not liable for any Third Party Services to the extent that the liability arises due to your breach of these Licence Terms.

It is your responsibility to take reasonable steps to ensure that all Your Data that you enter into the Software is correct and accurate. You may be able to upload files containing Your Data to the Software. Where you upload any such files, you acknowledge and agree that we will have access to the database containing Your Data, which we will only access in accordance with clause 11.2, and that clause 6.7 applies to those files.

As between you and us, Your Data is, and will remain, your property and you own all rights, title and interest, including all Intellectual Property Rights, in and to Your Data. We acknowledge that Your Data may include your Confidential Information. You grant to us and our contractors and service providers a non-exclusive, royalty-free, worldwide, sub-licensable licence to access, use, store, copy, disclose and modify Your Data as necessary to provide the Software to you under these Licence Terms (Permitted Uses). We will not access, use or disclose Your Data for any purpose other than the Permitted Uses or as required by applicable law.

We do not train AI models. We will not use Your Data or Output to train or improve any AI model or LLM, whether our own or a third party’s, and we will use reasonable endeavours to ensure that we have in place an executed contract with any provider of LLMs that restricts that provider from using Your Data or Output to train its LLMs.

We will implement and maintain, in accordance with Good Industry Practice, appropriate technical and organisational security measures designed to protect Your Data against unauthorised or unlawful access, use, disclosure, alteration, loss or destruction while it is hosted on the Grizzly AI System. We are certified to ISO/IEC 27001 (Information Security Management), and information about our security controls is available at https://trust.grizzly.ai.

Subject to clause 13.8, circumstances outside of our reasonable control and our compliance with applicable law, we will not delete any of Your Data or Output during the Term without your prior written consent.

We may suspend your access to the Grizzly AI Website and/or the Software immediately, and without prior notice, if we become aware of any unauthorised access to or use of the Grizzly AI Website and/or the Software by you, your Authorised Users or a third party connected to you or your Authorised Users.

We may, on a temporary basis, suspend your ability to upload files to the Software if we have reasonable cause to suspect that such uploads may cause or contribute to excessive load on our servers or otherwise degrade the performance or stability of the Software or Grizzly AI Website.

We may suspend your, or any or all of your Authorised Users’, access to the Software if:

Before suspending your access under clause 12.3, we will give you 5 Business Days’ notice specifying the relevant non-payment or breach and advising you of our intention to suspend access to the Software. If you fail to pay those Fees in full (together with any applicable default interest) or remedy the material breach to our reasonable satisfaction within 5 Business Days of receiving that notice, we may suspend your access.

If we suspend your, or your Authorised Users’, access to the Software under this clause 12, we must lift that suspension and allow access to the Software again once the relevant non-payment has been made in full (together with any applicable default interest), the relevant breach or unauthorised access has been remedied to our reasonable satisfaction, or (in the case of a temporary suspension of uploads) the relevant risk to the performance or stability of the Software has passed.

These Licence Terms will commence on the Commencement Date and, unless terminated earlier, will continue until terminated in accordance with this clause 13.

At the end of each Licence Term, your licence will automatically renew for a further Licence Term of the same length, on the same terms (including this automatic renewal clause), unless:

We will notify you of each upcoming renewal, and of any change to the Licence Fees that will apply to the renewal Licence Term, not less than 60 days before the end of the then-current Licence Term. If we do not give that notice, the Fees for the renewal Licence Term will remain unchanged.

Either party may terminate these Licence Terms with effect from the end of the then-current Licence Term by giving notice in accordance with clause 13.2(a). Neither party may terminate these Licence Terms for convenience before the end of the then-current Licence Term.

Either party (the First Party) may terminate these Licence Terms at any time and with immediate effect by written notice to the other party (the Second Party) if the Second Party:

Termination for non-payment of amounts owing by you under these Licence Terms is governed by clause 13.6.

Without limitation, a material breach includes any unauthorised modification, reproduction or distribution you perform in relation to the Software.

We may terminate these Licence Terms with immediate effect by providing you with notice in writing if:

If we terminate these Licence Terms under clause 13.4 or clause 13.6, you agree to pay us cancellation costs reasonably incurred by us as a result of terminating subcontracts entered into for the purpose of performing our obligations under these Licence Terms (but excluding any costs associated with the termination of employees or labour hire personnel). For clarity, this clause 13.7 does not apply where you terminate under clause 5.2, clause 8.10, clause 13.4 or clause 16.3.

On expiry or termination of these Licence Terms:

Where either party terminates these Licence Terms under clause 8.10, or you terminate these Licence Terms under clause 5.2, clause 13.4 or clause 16.3, we will refund you a pro-rata portion of the unused Licence Fees paid in advance by you under these Licence Terms.

Each party will maintain as confidential at all times, and will not at any time, directly or indirectly, use or disclose any Confidential Information of the other party other than:

If a party is legally required to disclose any of the other party’s Confidential Information, that party must (to the extent legally permitted) notify the other party of this requirement as far ahead of disclosing the Confidential Information as is reasonably possible in the circumstances and that party will (at the other party’s direction and expense) use reasonable endeavours to oppose the disclosure if required by the party who owns the Confidential Information.

You must obtain all consents and authorisations from, and make any necessary notifications to, individuals in relation to the access, collection, use, disclosure, storage, processing, transfer or other handling of their Personal Information in connection with the Software, including as required under all applicable Privacy Legislation.

If, in the course of performing our obligations under these Licence Terms, we access, collect, use, disclose, store, process, transfer or otherwise handle Personal Information which is supplied or made available by or through you, we will:

If we become aware of any accidental, unauthorised or unlawful destruction, loss, alteration or disclosure of, or access to, Your Data, we will notify you as soon as reasonably practicable, provide you with the information reasonably required by you relating to that incident, and take reasonable steps to mitigate its effects.

We will, to the extent that we are obliged at law to do so, comply with Part 6 of the Privacy Act, which deals with notifiable privacy breaches and compliance notices.

We reserve the right to amend these Licence Terms from time to time by providing notice of the amendments by email and/or on the Grizzly AI Website (each a Notification).

Any such amendments:

By continuing to use the Software following any amendment to these Licence Terms taking effect, you will be taken as having agreed to comply with these Licence Terms as amended. If the amendments have a material adverse effect on your use and enjoyment of the Software, and you do not agree to these Licence Terms as amended, you may terminate these Licence Terms with immediate effect by written notice to us.

Any other amendments to these Licence Terms must be agreed by both parties in writing.

The parties agree to use their reasonable endeavours to resolve any disputes that may arise under these Licence Terms through good faith negotiations.

Neither party will commence any litigation in relation to these Licence Terms unless it has first invited the chief executive, director or authorised company executive of the other party to meet with its own chief executive, director or authorised company executive for the purpose of endeavouring to resolve the dispute on mutually acceptable terms.

Any dispute arising under these Licence Terms that cannot be settled by negotiation between the parties or their representatives will be submitted to mediation before commencing any litigation. Either party may initiate mediation by giving written notice to the other party.

The mediation will be conducted by a single mediator agreed upon in writing by the parties. If the parties cannot agree on a mediator within 5 Business Days, the President for the time being of the Resolution Institute, or its successor, will select the mediator. In the event of submission to mediation:

The parties will continue to perform their obligations under these Licence Terms as far as possible as if no dispute had arisen pending the final settlement of any matter referred to mediation.

Nothing in this clause 17 will preclude either party from taking immediate steps to seek urgent equitable relief before the High Court of New Zealand.

Nothing in these Licence Terms seeks to modify or exclude the warranties, conditions, undertakings and other legal rights that you have under the CGA and/or the FTA.

Our liability for any Losses suffered or incurred by you under these Licence Terms which relate to a claim under the CGA and/or the FTA is limited to either:

You may not assign or otherwise transfer any of your rights or obligations under these Licence Terms to any other person without our prior written consent (such consent not to be unreasonably withheld). We may assign or transfer any or all of our rights or obligations under these Licence Terms at our sole discretion.

We may appoint subcontractors to perform any of our obligations under these Licence Terms. We will remain primarily liable to you for any breaches of these Licence Terms by our subcontractors.

Neither you nor we (as the Affected Party) will be liable for any act, omission or failure by the Affected Party under these Licence Terms if that act, omission or failure results directly from a Force Majeure event, provided that:

These Licence Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of all matters relating to these Licence Terms.

Subject to the precedence of any other agreement described in the introduction to these Licence Terms, these Licence Terms and the documents and information referred to in them record the entire understanding and agreement between the parties relating to the matters dealt with in these Licence Terms, and supersede all previous understandings or agreements (whether written, oral or both) relating to these matters.

Any notices required under these Licence Terms must be in writing and delivered by hand, post or email to:

A notice will be deemed to have been received:

If any provision of these Licence Terms is held to be illegal, invalid or unenforceable, it will be severable, will be deemed to be deleted from these Licence Terms and will not affect the validity or enforceability of any other provisions of these Licence Terms.

The rights, powers and remedies provided under these Licence Terms are cumulative and are in addition to any rights, powers or remedies provided by law.

Any waiver by you or us of any rights or remedies under these Licence Terms will be effective only if recorded in writing. No failure to enforce any provision of these Licence Terms at any time by either party will in any way affect, limit or waive that party’s right to subsequently require strict compliance with these Licence Terms.

During the Term, and for a further period of 12 months after the termination or expiry of these Licence Terms, you will not directly or indirectly canvass, solicit or entice away from us any of our officers, managers, consultants or employees (provided that this clause does not restrict you from hiring any of our officers, managers, consultants or employees who apply unsolicited in response to a general advertising or recruitment campaign). If you do directly employ any of our employees (other than those who apply unsolicited in response to a general advertising or recruitment campaign) within 12 months after the termination or expiry of these Licence Terms, you agree to pay us an introduction fee in an amount equivalent to the reasonable costs related to replacing the relevant employee. You acknowledge that this is a genuine pre-estimate of our loss and an appropriate amount to protect our legitimate business interests. The parties agree that the restrictions set out in this clause 19.11 are reasonable and necessary to protect our goodwill and proprietary information.

In this Australian Addendum, Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), and Australian Privacy Act means the Privacy Act 1988 (Cth).

Nothing in these Licence Terms seeks to modify or exclude the warranties, conditions, undertakings and other legal rights that you have under the Australian Consumer Law. Each reference in these Licence Terms to your rights under the CGA and/or the FTA (including in the summary of important terms at the start of these Licence Terms and in clauses 9.6 and 10.2) is to be read as including your rights under the Australian Consumer Law.

Our liability for any Losses suffered or incurred by you under these Licence Terms which relate to a claim under the Australian Consumer Law is limited to a refund of the Fees paid in respect of the portion of your use of the Software to which the Losses relate.

For the purposes of clause 15, Privacy Legislation includes the Australian Privacy Act, the Australian Privacy Principles and any regulations or codes of practice made under the Australian Privacy Act.

We will, to the extent that we are obliged at law to do so, comply with the Notifiable Data Breaches scheme in Part IIIC of the Australian Privacy Act.