Legal
Please read these terms carefully before using State3 Depend. By accessing or using the Service you agree to be bound by these Terms. If you do not agree, do not use the Service.
These Terms contain significant limitations on State3's liability, including in clauses 11 and 12. You should read those clauses with particular care.
In these Terms, the following words have the meanings set out below:
2.1 By clicking "I agree", registering an account, or otherwise accessing or using the Service, you confirm that:
2.2 Business use. The Service is provided for business and professional purposes. By accepting these Terms you confirm that you are acquiring the Service for the purposes of a business within the meaning of section 2 of the Consumer Guarantees Act 1993 (NZ) and section 9 of the Fair Trading Act 1986 (NZ), and accordingly, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to this Agreement.
2.3 If you are agreeing on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
3.1 You must provide accurate, current, and complete information when registering for the Service and must maintain and promptly update that information.
3.2 You are solely responsible for:
3.3 State3 will not be liable for any Loss arising from unauthorised use of your account where you have failed to maintain reasonable security practices or failed to notify State3 promptly.
3.4 You may not share account credentials between individuals. Each Authorised User must have their own login credentials.
4.1 Subject to your compliance with this Agreement and timely payment of all Fees, State3 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for your internal business purposes during the term of your subscription.
4.2 This licence does not include the right to:
4.3 State3 reserves all rights not expressly granted in this Agreement.
5.1 You must not use the Service in any manner that:
5.2 State3 may investigate suspected violations of this clause and may take any action it deems appropriate, including suspending or terminating your account without notice and without liability to you.
6.1 Ownership. As between you and State3, you retain all Intellectual Property Rights in your Customer Data, including your Dependency Graphs and the underlying Source Documents.
6.2 Licence to State3. You grant State3 a non-exclusive, worldwide, royalty-free licence to host, store, process, copy, and display your Customer Data solely to the extent necessary to provide and operate the Service and to fulfil State3's obligations under this Agreement. This licence terminates when your account is closed and your data is purged in accordance with our Privacy Policy.
6.3 Aggregated and anonymised data. State3 may collect and use aggregated, de-identified, and anonymised data derived from Customer Data (such as usage statistics, feature adoption metrics, and performance benchmarks) for any purpose, including product improvement and publication, provided such data cannot reasonably be used to identify you or any individual.
6.4 Accuracy of data. You are solely responsible for the accuracy, completeness, quality, and legality of your Customer Data and Source Documents, and for obtaining any necessary consents or authorisations to submit that data to the Service and to your Third-Party AI Provider. State3 does not verify, review, or validate Customer Data.
6.5 No backup obligation. State3 will use commercially reasonable efforts to maintain the availability and integrity of Customer Data but does not warrant that Customer Data will not be lost, corrupted, or unavailable. You are responsible for maintaining independent backups of Customer Data important to your business.
Important: State3 Depend operates a bring-your-own-AI (BYO AI) model. When you use document analysis features, your Source Documents are transmitted directly from your browser or API client to your Third-Party AI Provider using your API key. State3 does not receive, store, or have access to your Source Documents.
7.1 You are solely responsible for:
7.2 State3 makes no representations or warranties regarding the availability, accuracy, output quality, or conduct of any Third-Party AI Provider. State3 is not responsible for any Loss arising from the acts or omissions of your Third-Party AI Provider, including errors or hallucinations in AI-generated extractions, downtime, or data retention by your Third-Party AI Provider.
7.3 The Dependency Graph generated from your Source Documents is an AI-generated output and may contain inaccuracies, omissions, or errors. State3 does not warrant that any Dependency Graph is accurate, complete, or fit for any particular purpose. You must not rely on Dependency Graphs as a sole or definitive source of information for critical business decisions, security assessments, regulatory compliance, or safety-critical systems without independent verification.
8.1 Fees are charged in advance on a monthly or annual basis as selected at sign-up, or as otherwise set out in an Order Form. All Fees are stated inclusive of GST where GST applies. If you are located outside New Zealand and GST does not apply to your purchase, the GST-inclusive price remains the price payable and no GST adjustment will be made.
8.2 Fees are non-refundable except:
8.3 If payment fails, State3 may suspend access to the Service after providing you with reasonable notice and an opportunity to update your payment details. Continued failure to pay within 14 days of a payment failure notice may result in termination of your account under clause 9.
8.4 Annual price adjustment. State3 may increase subscription Fees once per calendar year by providing not less than 60 days' written notice prior to the adjustment taking effect. Any such increase will not exceed the greater of: (a) 10% above the then-current Fee; or (b) the percentage change in the New Zealand Consumers Price Index (All Groups) published by Statistics New Zealand for the most recent 12-month period available at the time of notice. State3 may also change subscription Fees at any time outside of the annual adjustment for reasons other than routine price increases (such as material changes to the Service or market conditions) on not less than 30 days' written notice. In either case, if you do not accept the new Fees, you may terminate your subscription before the new pricing takes effect and receive a pro-rated refund of prepaid amounts for the unused period.
8.5 Early adopter pricing. Early adopter pricing is available to the first 50 customers (by order of paid subscription activation) who activate a paid subscription during the early access period and before the general availability date. State3 will publish or communicate when the early adopter allocation is filled. Qualifying customers will receive the early adopter rate locked for the duration of their continuous subscription. This locked rate applies only while the subscription remains active and in good standing; lapsing or downgrading and re-upgrading will forfeit the locked rate. State3 reserves the right to verify eligibility and may revoke early adopter status if it determines a customer does not qualify.
8.6 Free plan users receive the Service on an as-is, no-warranty basis. State3 may discontinue the free plan or modify free plan entitlements at any time on 30 days' notice.
9.1 Termination by you. You may cancel your subscription at any time through your account settings or by contacting support@state3.co.nz. Cancellation takes effect at the end of the current billing period. No refund is provided for any unused portion of a prepaid period except as set out in clause 8.2.
9.2 Suspension or termination by State3 for cause. State3 may immediately suspend or terminate your access to the Service, without liability to you, if:
9.3 Termination by State3 for convenience. State3 may terminate this Agreement for any reason on 60 days' written notice. In such case, State3 will provide a pro-rated refund of any prepaid Fees for the period after the termination date.
9.4 Effect of termination. On termination or expiry of this Agreement for any reason:
10.1 State3 warrants that:
10.2 Disclaimer. To the maximum extent permitted by applicable law, and subject to clause 10.3:
10.3 Statutory rights. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by applicable New Zealand law that cannot be lawfully excluded or restricted, including under the Fair Trading Act 1986. However, to the extent that the law permits, State3 limits its liability for any breach of any such non-excludable term to, at State3's election: (a) re-supplying the Service; or (b) paying the cost of having the Service re-supplied.
This clause significantly limits State3's financial liability to you. Please read it carefully.
11.1 Exclusion of consequential loss. To the maximum extent permitted by applicable law, State3 will not be liable to you or any third party for any:
whether arising in contract, tort (including negligence), equity, under statute, or otherwise, and whether or not State3 has been advised of the possibility of such loss.
11.2 Aggregate liability cap. State3's total aggregate liability to you under or in connection with this Agreement, whether arising in contract, tort (including negligence), equity, under statute, or otherwise, will not exceed the total Fees actually paid by you to State3 in the 12 months immediately preceding the event giving rise to the claim, or NZD $500 (whichever is greater).
11.3 Multiple claims. The liability cap in clause 11.2 applies to the aggregate of all claims made by you, not to each individual claim separately.
11.4 Essential basis. You acknowledge that the limitations and exclusions in this clause 11 reflect a reasonable allocation of risk, are an essential element of the basis on which State3 provides the Service to you at the Fees charged, and that State3 would not provide the Service but for these limitations.
11.5 Cybersecurity events. State3 holds cybersecurity insurance. However, the existence of that insurance does not expand or modify State3's liability under this Agreement. Any claim arising from a cybersecurity event is subject to the limitations in clauses 11.1 and 11.2. Recovery from State3's insurer is at State3's sole discretion and subject to policy terms.
11.6 AI outputs. The Service produces AI-generated analyses and Dependency Graphs. These outputs are indicative tools to assist human decision-making — not professional engineering, legal, security, or compliance advice. State3 expressly disclaims all liability for any decision made or action taken in reliance on any AI-generated output from the Service. You assume the entire risk of using such outputs.
11.7 Mitigation. Each party must take reasonable steps to mitigate any Loss it suffers in connection with this Agreement.
12.1 You agree to indemnify, defend, and hold harmless State3, its officers, directors, employees, contractors, agents, successors, and assigns from and against any Loss (including reasonable legal costs) arising from or related to:
12.2 State3 will: (a) promptly notify you of any claim for which indemnification is sought; (b) give you reasonable control of the defence and settlement of the claim (provided you do not settle any claim that imposes obligations on State3 without State3's prior written consent); and (c) provide reasonable assistance at your expense.
13.1 "Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. For clarity: (a) your Customer Data is your Confidential Information; and (b) the pricing, features, source code, architecture, and roadmap of the Service are State3's Confidential Information.
13.2 Each Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (and no less than reasonable care); (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information only for the purposes of performing or exercising rights under this Agreement.
13.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) must be disclosed by law, court order, or regulation, provided the Receiving Party gives the Disclosing Party prompt written notice (where lawfully permitted) and cooperates with reasonable efforts to obtain confidential treatment.
13.4 Confidentiality obligations survive termination of this Agreement for a period of 5 years, except for trade secrets, which shall remain confidential indefinitely.
14.1 All Intellectual Property Rights in and to the Service — including the platform, software, algorithms, models, user interface, designs, documentation, trade marks (including "State3" and "State3 Depend"), and all updates and enhancements — are and will remain the exclusive property of State3.
14.2 Nothing in this Agreement transfers any Intellectual Property Rights in the Service to you. You acquire only the limited licence rights expressly set out in clause 4.
14.3 You retain all Intellectual Property Rights in your Customer Data as set out in clause 6.1.
14.4 Third-party components. The Service may include open-source or third-party software components. Such components are licensed under their respective licences, which are available on request. Nothing in this Agreement restricts your rights under any open-source licence applicable to such components.
If you provide State3 with any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service ("Feedback"), you grant State3 a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, create derivative works from, and otherwise exploit that Feedback for any purpose without restriction, attribution, or compensation to you. Feedback is not Confidential Information.
16.1 Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than a payment obligation) to the extent that such delay or failure is caused by a Force Majeure Event.
16.2 A "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, earthquake, flood, fire, storm, epidemic, pandemic, war, terrorism, civil unrest, government action, power outage, internet or telecommunications failure, or failure of a third-party service provider (including a Third-Party AI Provider or cloud infrastructure provider).
16.3 A party claiming a Force Majeure Event must: (a) notify the other party promptly; and (b) use reasonable endeavours to mitigate the effects and resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without further liability.
17.1 State3 may update these Terms from time to time. For material changes, State3 will provide at least 30 days' written notice by email or prominent notice within the Service before the changes take effect.
17.2 Your continued use of the Service after the notice period constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your subscription before the effective date and receive a pro-rated refund of any prepaid Fees for the unused period.
17.3 For non-material changes (such as clarifications or corrections that do not reduce your rights or increase your obligations), State3 may update these Terms without advance notice. The effective date at the top of this page will be updated.
18.1 Governing law. This Agreement is governed by and construed in accordance with the laws of New Zealand, without regard to its conflict of laws principles.
18.2 Dispute resolution. In the event of any dispute arising out of or in connection with this Agreement, the parties must first attempt to resolve the dispute in good faith through negotiation. Either party may initiate this process by giving written notice to the other party specifying the dispute. If the dispute is not resolved within 20 Business Days of that notice, either party may refer the matter to mediation administered by AMINZ (Arbitrators' and Mediators' Institute of New Zealand) before commencing court proceedings.
18.3 Jurisdiction. Subject to clause 18.2, each party submits to the non-exclusive jurisdiction of the courts of New Zealand to resolve any dispute arising under or in connection with this Agreement.
18.4 Entire agreement. This Agreement (including any Order Forms or plan descriptions incorporated by reference) constitutes the entire agreement between the parties relating to the Service and supersedes all prior negotiations, representations, warranties, and agreements relating to that subject matter.
18.5 Severability. If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
18.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach.
18.7 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations under it without State3's prior written consent. State3 may assign this Agreement (in whole or in part) without your consent in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided the assignee assumes all of State3's obligations. Any purported assignment in breach of this clause is void.
18.8 No third-party beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates any rights in any third party.
18.9 Relationship of the parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship.
18.10 Notices. Any notice required under this Agreement must be in writing and delivered by email or by registered post to the address set out in the other party's account or as otherwise notified. Notices by email are deemed received when the email enters the recipient's mail server. Notices by post are deemed received 5 Business Days after posting.
18.11 Counterparts. This Agreement may be accepted or amended by electronic means (including clickwrap acceptance), which will be as effective as a handwritten signature for all purposes.
Questions or notices regarding these Terms should be directed to: