Last Updated May 13, 2026
These Terms of Service and any terms expressly incorporated herein (together, the “Agreement”) apply to any access to, or use of, any Services, as defined herein, made available by PapercraneAI, Inc., a Delaware corporation, together with its subsidiaries and affiliates (“Papercrane”, “Company”, “we”, “us” or “our”). For purposes of this Agreement, the terms “Customer”, “Authorized User”, “you”, “your”, “yourself” and “User” means you as the user of the Services. Additionally, you and Company may be referred to herein together as the “Parties”, and each may be referred to individually as a “Party”.
For the avoidance of doubt, if you are accessing or using the Services on behalf of a business or entity, then the term “Customer” includes you and that business or entity. Additionally, you (a) represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to this Agreement, and that you agree to the Agreement on the entity's behalf, and (b) you understand and acknowledge that your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.
By clicking the “Accept” button or checking the appropriate box to accept this Agreement, or by downloading, installing, accessing, or using the Services, you acknowledge that you agree to be bound by, and be subject to, this Agreement, together with the Company's Privacy Policy which is expressly incorporated herein by reference, and which is an integral part hereof. This Agreement is applicable to you regardless of the Services selected, as indicated on the Order Form (as defined below).
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THIS AGREEMENT, AND YOU MUST NOT ACCESS OR USE THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT IN THEIR ENTIRETY.
ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN WHICH YOU AND THE COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION.
In addition to the terms otherwise defined in this Agreement or an Order Form, the following terms have the definitions below:
“Affiliates” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding.
“API” means an application programming interface.
“Customer Data” means any content, data, information, material business logic, AI generated code, or anything of a similar nature, that is collected by, submitted to, deployed using or stored by the Services or otherwise provided to Papercrane by or on behalf of Customer.
“Documentation” means documentation that is provided to Customer that describes the then-current specifications, functions, and features of the Services, in any form.
“Fees” means the fees as set forth in the applicable Order Form.
“Intellectual Property” means the property of a Party that is protected in any manner by Intellectual Property Rights.
“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction throughout in any part of the world.
“Law” means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to such Person.
“Order Form” means an applicable order form describing the Services to be provided to Customer, which references this Agreement.
“Person” means any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.
“Platform” means the Papercrane Cloud user interface to be used for building, deploying and sharing dashboards.
“Services” means the Platform and API tokens generated by the Platform for Papercrane dashboard building, hosting and sharing.
“Subscription Term” means the length of time for which Customer will have access to the Services, as set forth in an applicable Order Form and including any Subscription Renewal Term. The Subscription Term will commence on the Subscription Start Date reflected on the Order Form(s) and will continue for the Subscription Length reflected on the Order Form(s). Each Order Form will automatically renew for successive one (1) year terms (each a “Subscription Renewal Term”), unless either Party gives the other Party notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-current Subscription Term.
“Third Party” means any Person who is not Papercrane, Customer, or an Authorized User.
“Updates” means repairs, enhancements, or the addition of new features to the Platform by Papercrane, at no additional cost to Customer during the Subscription Term.
“Authorized Users” means individuals who are authorized by Customer to use the Services. Authorized Users may include Customer's employees, consultants, contractors, agents, or third parties with whom Customer transacts business.
Subject to the terms and conditions of this Agreement, including the Order Form, and solely during the Subscription Term set forth in the applicable Order Form, Papercrane grants to Customer a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as set out in Section 20 below), limited right to access and use the Services by Authorized Users (as such Services may be modified, revised, and updated in accordance with this Agreement) for building, hosting and sharing dashboards solely for Customer's own internal business purposes.
The Services may include, incorporate, utilize or work with other software, tools, applications, content, data or other materials, including related documentation, that are owned by Persons other than Papercrane and that are provided to Customer on license terms that are in addition to and/or different from those contained in this Agreement (“Third Party Licenses”). A list of such Third Party Licenses may be provided upon Customer's reasonable request to Papercrane. Customer agrees to be bound by and shall comply with all Third Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third Party License shall be considered a breach of this Agreement as well.
4.1 Access. During the Term, and as set forth in the Order Form, Papercrane will provide Customer and its Authorized Users with remote access to the Platform.
4.2 Maintenance. Customer acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the Papercrane's infrastructure is designed to support updates by the Papercrane engineering and technical support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact Customer's use of the Services, Papercrane will have no obligation to provide notice to Customer regarding such maintenance activities. Papercrane will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.
4.3 Beta Features. Papercrane may, at its sole discretion, make certain services available to Customer on a test basis which will be clearly designated as beta, pilot, limited release, non-production, or by similar description (“Beta Release”). Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Beta Release is provided on an “as is” and “as available” basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. Papercrane does not guarantee that future versions of Beta Release will be released or that if such Beta Release is made generally available, it will be substantially similar to the current Beta Release. Papercrane may terminate Customer's right to use Beta Release at any time for any reason. If Papercrane publicly releases Beta Release, Customer may execute, if required, a separate Order Form to procure the relevant Services (being the publicly available version of the Beta Release) at then-current applicable fees.
4.4 Suspension of Services. Any use of the Services in violation of the Agreement by Customer that, in Papercrane's reasonable judgment, threatens the security, integrity, or availability of Papercrane's Services or that of its other customers, may result in Papercrane immediately suspending the Services; however, Papercrane will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.
5.1 Papercrane's Acknowledgments. Papercrane acknowledges and agrees that Customer exclusively owns all right, title, and interest in and to all Customer Data, in any form or medium, that is collected, monitored, managed, downloaded, deployed, or otherwise received, directly or indirectly from Authorized Users by or through the Platform or that incorporates or is derived from the deployment or processing of such Customer Data by or through the Platform. Papercrane will not: (a) disclose Customer Data except as compelled by law (subject to Section 14.3) or as expressly permitted in writing by Customer, or (b) access Customer Data except to provide the Services to Customer, to prevent or address service or technical problems, to take measures to comply, or to assist Customer in complying, with applicable law, or at Customer's request in connection with Customer support matters. Papercrane will, at a minimum, comply with the Papercrane's Privacy Policy, as it may be updated from time to time (“Privacy Policy”).
5.2 Customer Data License. During the Term, Customer grants to Papercrane a non-exclusive, non-transferable, non-assignable (except as set forth in Section 20), worldwide, royalty-free, fully-paid license to access and use Customer Data, solely to provide and monitor the Services to Customer.
5.3 Customer's Data Obligations. Customer is solely responsible for Customer Data and, to the extent within its control, Customer will ensure that Customer Data complies with all applicable laws and regulations.
5.4 Customer Usage Data. Customer acknowledges and agrees that Papercrane may, directly or indirectly, including through the services of Third Parties, collect and store information and data in connection with Customer's and Authorized Users' use of the Services and about equipment on which the Services is installed or through which it otherwise is accessed and used (“Customer Usage Data”). Papercrane may collect such information and data through means including, but not limited to: (i) Customer's access and use of the Services and (ii) the provision of Services.
5.5 Third Party Use. Papercrane may access, use, and provide Third Parties with access and use to the Customer Usage Data for the following enumerated purposes: (i) making the Services functional and usable for Customer and Authorized Users; (ii) providing Customer and Authorized Users with Services under this Agreement; (iii) improving the performance of the Services; (iv) developing Updates, New Versions, and new Services offerings; and/or (v) verifying Customer's and Authorized Users' compliance with the terms of this Agreement and enforcing Papercrane's rights, including all Intellectual Property Rights in and to the Services.
(a) Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage anyone else, to:
(b) Customer agrees to comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Customer's and its Authorized Users' use of the Services, including those related to data privacy. Customer is responsible for any breach of this Agreement by its Authorized Users. Customer agrees that it will promptly notify Papercrane of any violation of this Section 6.
If the Customer requests and Papercrane agrees, Papercrane may provide certain support services pursuant to the terms of one or more written Order Forms. Each such Order Form will include, at a minimum, (i) a description of the services being provided; (ii) the fees, costs, and expenses payable to Papercrane; (iv) the payment schedule; and (iii) a signature by each Party's respective authorized representatives.
Customer acknowledges and agrees that Papercrane may engage Third Parties (“Third Party Providers”) to assist it in providing the Services to Customer. If Papercrane engages any Third Party Providers, Papercrane will be responsible for ensuring that such Third Party Providers comply with the terms of this Agreement in their provision of goods and/or services (including any portion of the Services) to Customer.
Papercrane shall report to Customer the accidental or unlawful alteration, unauthorized disclosure of, or access to Customer Data (“Breach”) within five (5) business days, after Papercrane determines that a Breach has occurred, unless a different timeframe is prescribed by Law or unless restricted by Law. Papercrane shall share information about the nature and consequences of the Breach that is reasonably requested by Customer, and as required by Law. Customer has sole control over the Customer Data that it deploys using the Service and is solely responsible for determining whether to notify impacted individuals or businesses and the applicable regulatory bodies or enforcement commissions and for providing such notice.
Customer acknowledges and agrees that, depending on the deployment configuration, (i) in order to utilize the Services, Customer may be required to use a Third Party cloud provider (“Third Party Cloud Provider”); (ii) Papercrane may not support such Third Party Cloud Provider that the Customer intends to utilize in connection with the Services; and (iii) Company and the Services do not provide backup services or disaster recovery to enable recovery of Customer Data. Accordingly, and without limiting the foregoing, but subject to Section 18, Company is not responsible for any loss, destruction, alteration, or corruption of Customer Data, except to the extent caused by the gross negligence or willful misconduct of Company.
11.1 Papercrane Intellectual Property. Except for the limited right to access and use the Services under this Agreement and the applicable Order Form, Customer acknowledges and agrees that, as between the parties, Papercrane has and will retain any and all right, title, and interest in and to the Services as well as all derivative works made by any person or entity based upon the Services, including all Intellectual Property Rights associated with the foregoing. Customer will not assert or cause any other party (including, without limitation, any Authorized User) to assert any right, title, or interest in or to the Papercrane Services or other portion of Papercrane's Intellectual Property Rights. If Customer provides Papercrane with any feedback or suggestions about the Services or Papercrane's business operations (the “Feedback”), Papercrane may use the Feedback without obligation to Customer, and Customer irrevocably assigns to Papercrane all right, title, and interest in and to the Feedback. This Agreement is not a sale and does not give Customer any rights of ownership in, or related to, the Services or Papercrane's Intellectual Property Rights.
11.2 Customer Intellectual Property. Except as set forth herein, this Agreement does not give Papercrane any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.
12.1 Fees. Papercrane will invoice Customer for Fees that correspond to Customer's Subscription to the Services as set forth in the corresponding Order Form. All Fees are payable in U.S. dollars unless otherwise set forth in the applicable Order Form.
12.2 Payment. Timing for Customer's payment of Fees (the “Billing Cycle”) will be set forth in the corresponding Order Form. Unless otherwise set forth in the Order Form, Fees in connection with Customer's Subscription will initially be due and payable on or before the beginning of the subscription start date (“Subscription Start Date” and subsequently, on the same day of the following month, quarter, or year, as applicable, in accordance to Customer's Billing Cycle (the “Billing Date”). All Fees must be paid by Customer before Papercrane shall be required to provide Customer with access to the Services.
12.3 Payment Disputes. Customer agrees to notify Papercrane within fifteen (15) days after receipt of an invoice (the “Dispute Period”) if it believes, in good faith, that there is a discrepancy in the amount of the Fees or any other amounts invoiced by Papercrane. The Parties will endeavor in good faith to resolve any dispute within fifteen (15) days of the date of notice of such dispute. Customer agrees that it will pay all amounts not subject to the dispute hereunder. If Customer does not provide Papercrane with notice of dispute during the Dispute Period, all Fees and other amounts shall be deemed accepted by Customer.
12.4 Late Payment. All amounts due hereunder (except for those that are subject to a bona fide dispute pursuant to Section 12.3) not paid within five (5) days following the Billing Date shall be deemed past due (“Past Due Amounts”). The outstanding balance of Past Due Amounts will be charged a fee of one and one-half percent (1.5%) of the outstanding balance per month, or the highest amount allowed by Law, whichever is lower.
12.5 Fee Rate Changes. Papercrane reserves the right to change the Fees charged for the Services at any time; provided, however, that no increases in Fees shall take effect until the conclusion of the Subscription Term then in effect.
12.6 Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order Form. If Papercrane has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 12, including for Fees previously invoiced, Papercrane will invoice Customer and Customer will pay that amount (unless Customer provides Papercrane with a valid tax exemption certificate authorized by the appropriate taxing authority).
12.7 Suspension of Service for Nonpayment. If any amount owed by Customer under this or any other Agreement with Papercrane that is not subject to a good faith dispute is sixty (60) or more days overdue, Papercrane may, without limiting its other rights and remedies, suspend any and all services or access until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension.
13.1 Agreement Term. This Agreement will commence on its Effective Date and will remain in full force and effect for so long as any individual Order Form or Subscription remains in effect and for a period of sixty (60) days thereafter (the “Term”).
13.2 Subscription Term. The Subscription shall commence on the Subscription Start Date and shall continue in effect for the duration of the Subscription Term, as set forth in the corresponding Order Form, unless earlier terminated in accordance with this Agreement. Upon the expiration of the Subscription Term, that Subscription shall be renewed automatically for successive one (1) year terms (each a “Subscription Renewal Term”), unless a different renewal period is set forth in the Order Form or any amendments thereto.
13.3 Agreement Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the Parties shall have the right to terminate the Agreement as provided below:
13.4 Subscription and Order Form Termination. Unless otherwise agreed upon by the Parties, all Subscriptions and Order Forms shall automatically terminate upon termination of this Agreement pursuant to Section 13.3 hereof.
13.5 Post Termination Obligations. Upon expiration or termination of this Agreement for any reason, Papercrane will promptly terminate the Services and, to the extent Papercrane possesses Customer Data will make any Customer Data available for Customer to access for a period of thirty (30) days after expiration or termination. After such 30-day period, Papercrane will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Upon termination of the Agreement, Customer will immediately cease all use of and access to the Services. Customer shall pay all Fees reflected in each Order Form issued hereunder; provided, however, that where the Customer terminates this Agreement pursuant to Section 13.3(a), Papercrane shall provide the Customer a pro-rata refund for Services not yet rendered.
13.6 Survival. Sections 1, 5, 8, 9, 10, 11, 12.4 13, 15.4, 16.3, and 17 through 21, and any other provisions that should survive due to the nature thereof, will survive any termination or expiration of this Agreement. Termination of this Agreement will not relieve (a) Customer from its obligations to pay any outstanding Fees; or (b) either Party from any liability arising from any breach of this Agreement. Furthermore, termination of this Agreement by a Party will be without prejudice to any other right or remedy of a Party under this Agreement or applicable Law.
14.1 Confidential Information. Each Party (the “Recipient”) acknowledges that the other Party (the “Discloser”) has business, technical, or financial information relating to Discloser's business which it has disclosed or may disclose in connection with this Agreement that is either marked as confidential or proprietary or that, given the nature of the information or the circumstances of the disclosure, reasonably ought to be considered to be confidential (“Confidential Information”), which includes the terms and conditions of this Agreement. Papercrane's Confidential Information includes non-public information regarding features, functionality, pricing, and performance of the Services, as well as all non-public user-visible aspects of the Services. Customer's Confidential Information includes information and Customer Data provided by, deployed by, and monitored by Customer to enable and utilize the provision of the Services.
14.2 Non-Use. Recipient will take at least those measures that it takes to protect its own Confidential Information, but never less than a standard of reasonable care. Recipient agrees: (i) not to use any Confidential Information of Discloser for any purpose except to perform its obligations or to exercise its rights under this Agreement and (ii) not to disclose any Confidential Information of Recipient to Third Parties, except to Recipient's own employees, officers, agents, contractors, or other representatives (“Personnel”) who have a legitimate need to know such Confidential Information in order to perform work in connection with this Agreement and who are subject to written confidentiality obligations as least as protective as those of this Agreement.
14.3 Exceptions. Discloser agrees that these confidentiality obligations and restrictions on use will not apply to any information that Recipient can document: (a) is or becomes generally available to the public through no action or inaction of the Recipient; (b) was in its possession or known by it prior to receipt from Discloser; (c) was rightfully disclosed to it without restriction by a Third Party; or (d) was independently developed without use of or reference to any Confidential Information of Discloser. Nothing in this Section 14 precludes either Party from disclosing the other Party's Confidential Information as required by law or a legal process, provided that Recipient (a) gives Discloser prior written notice sufficient to permit Discloser to contest the disclosure or seek a protective order (or other confidential treatment) and (b) reasonably cooperates with Discloser (at Discloser's expense) in limiting the disclosure. In addition, a Party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to potential acquirers, merger partners, investors, and their personnel, attorneys, auditors, and investment bankers (solely in connection with the due diligence review of such Party and provided that the recipients of the disclosures are subject to confidentiality obligations as least as protective as those in this Agreement).
14.4 Return of Confidential Information. Promptly following the earlier of (i) the expiration or termination of this Agreement or (ii) the request of Discloser, Recipient will return to Discloser, or, at Discloser's option, destroy all Confidential Information of Discloser that are in written, electronic, or other tangible form, including, without limitation, all copies, extracts, and derivatives of such Confidential Information. In addition, upon the request of Discloser, Recipient will certify to Discloser in writing Recipient's and its Personnel's compliance with its obligations pursuant to this Section 14.4.
14.5 Redundancy. Notwithstanding the foregoing, Recipient may retain Confidential Information (a) contained in electronic archives and backups made in the ordinary course of business, (b) that such Party is required by law to maintain; or (c) that such Party reasonably determines necessary to demonstrate to the other Party or any regulatory authority Recipient's compliance with this Agreement or any applicable law or regulation; provided that all such Confidential Information retained will remain subject to the protections set forth herein for so long as it remains in Recipient's possession or control. At such time as a Party's basis for retaining such information ceases to exist, such party shall return or destroy such information as set forth above.
14.6 Equitable Remedies. The Parties acknowledge that disclosure or use of the other Party's Confidential Information in violation of the Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy and difficult to ascertain. Each Party agrees that the Disclosing Party will have the right to seek injunctive or other equitable relief for any violation of this Section 14 by the Receiving Party (without the need to pay any bond), in addition to any other rights and remedies that the Disclosing Party may have at law.
15.1 Mutual Representations and Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
15.2 Papercrane Representations and Warranties. Papercrane represents and warrants that: (a) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (b) it has all rights, licenses, consents, and authorizations necessary to grant the rights and licenses granted in this Agreement; and (c) the Platform will operate substantially in conformity with its Documentation under normal use and circumstances. Customer's sole and exclusive remedy and Papercrane's sole obligation for a breach of the Section 15.2(c) will be the correction of the Documentation or the nonconforming Service by Papercrane.
15.3 Customer Representations and Warranties. Customer represents and warrants that: (a) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of Customer Data that is placed on, transmitted via, deployed by, monitored by, or submitted to the Services; and (b) the provision and use of Customer Data as contemplated by this Agreement and the Services does not and will not violate any agreement to which Customer is a party or any Law or regulation to which Customer is subject.
15.4 GENERAL WARRANTY DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN SECTIONS 15.1 AND 15.2, NEITHER Papercrane, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES, PLATFORM, API, UPDATES, DOCUMENTATION, OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE TIMELY, ERROR-FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED, THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH HARDWARE, PLATFORMS, THIRD PARTY CLOUD PROVIDERS, SYSTEMS, OR DATA NOT PROVIDED OR RECOMMENDED BY Papercrane, OR THAT THE SERVICES FUNCTIONALITY WILL MEET THE CUSTOMER'S REQUIREMENTS.
16.1 Use of Open Source Software.
(a) The Services may utilize or otherwise incorporate certain Open Source Software (“Open Source Software”). To the extent that Open Source Software license terms applicable to the Open Source Software require Papercrane to provide to Licensee with the terms of such Open Source Software licenses in connection with the Services, an up to date schedule of the Open Source Software libraries are available upon request. Papercrane reserves the right to remove, modify, or add the Open Source Software components that it utilizes or otherwise incorporates into the Services. It is the Customer's sole responsibility to review and abide by the license terms of the Open Source Software, and the terms of Open Source Software licenses may change from time to time, without notice.
(b) Papercrane agrees to utilize commercially reasonable efforts to timely update the schedule of Open Source Software that it utilizes or incorporates into the Services and the Open Source Software licenses that are applicable to the same.
(c) Papercrane reserves the right to provide the Open Source Software code and Open Source Software licenses applicable to the Open Source Software as part of the Documentation.
(d) The terms of all applicable Open Source Software licenses are expressly incorporated into this Agreement, and each Open Source Software license for the use of the portion of the Services that utilize Open Source Software code constitutes separate a written agreement. In the event of any conflict between this Agreement and any Open Source Software license, then such Open Source Software license shall control, but only with respect to the specific Open Source Software and Open Source Software code that is the subject of such Open Source Software license.
16.2 Open Source Software code. To the extent that the terms of any Open Source Software license require Papercrane to make an offer to provide Open Source Software code in connection with Services to Licensee or any Authorized User, such offer is hereby made, and Licensee may exercise it by contacting Papercrane as provided in Section 19 hereof or at with your request at: support@papercrane.ai. In making a request for Open Source Software code, Licensee must (i) identify the specific Open Source Software libraries for which Licensee is requesting the Open Source Software code and (ii) reference the Open Source Software license to which such Open Source Software library is subject.
16.3 OPEN SOURCE WARRANTY DISCLAIMER. CUSTOMER'S USE OF ALL OPEN SOURCE CODE, OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO, PAPERCRANE OPEN SOURCE CLI, IS AT CUSTOMER'S OWN RISK. ANY OPEN SOURCE SOFTWARE, IF ANY, IS PROVIDED BY PAPERCRANE TO CUSTOMER ON AN “AS IS”AND “AS AVAILABLE” BASIS. CUSTOMER AGREES THAT PAPERCRANE DOES NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE PAPERCRANE OPEN SOURCE CLI. WITHOUT LIMITING THE FOREGOING, PAPERCRANE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PAPERCRANE OPEN SOURCE CLI, THAT THE PAPERCRANE OPEN SOURCE CLI IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PAPERCRANE OPEN SOURCE CLI WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET CUSTOMER'S NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, PAPERCRANE HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED HEREIN, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION 16.3 WILL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON. PAPERCRANE MAKES NO CLAIMS THAT THE PAPERCRANE OPEN SOURCE CLI IS APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES, AND REGULATIONS AND CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL LAWS, RULES AND REGULATIONS.
17.1 Papercrane Indemnification of Customer.
(a) Papercrane will defend, indemnify, and hold harmless Customer and its respective directors, officers, employees, representatives, and agents (collectively, the “Customer Indemnified Parties”) from and against any and all claims, losses, damages, suits, fees, judgments, compromises, or settlements, costs, and expenses (“Losses”) to the extent based upon or arising from a Third Party claim (collectively, “Third Party Claims”) alleging (i) unlawful, or fraudulent, misconduct by Papercrane or its agents; (ii) a claim that the Services or Customer's permissible use thereof infringes or violates any patent, copyright, or trademark right of a Third Party or misappropriates any trade secret of any Third Party; or (iii) a breach of its confidentiality obligations under this Agreement.
(b) Such indemnity pursuant to Section 17.1(a)(ii), however, is specifically exclusive of any such claims to the extent they arise or result, directly or indirectly, from Customer's (i) unauthorized alteration of the Services; (ii) any use of the Services by Customer that violates any Law (including any regulation of any governmental authority or self-regulatory agency or authority applicable to Customer); or (iii) use of the Services in a manner that violates Section 6 of this Agreement. In order to resolve any such Third Party Claim relating to Section 17.1(a)(ii), Papercrane may, but is not obligated to, (i) modify or replace the Services to make them non-infringing; (ii) procure any rights from a Third Party necessary to provide the Services; or (iii) replace the Services with work product that is materially equal in capabilities, capacity, performance, and ease of use but is non-infringing. If none of the foregoing remedies is available to Papercrane on commercially reasonable terms, Papercrane may terminate this Agreement and Papercrane will refund to Customer a prorated portion of any prepaid fees allocable to the period after such termination. THIS SECTION 17.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND PAPERCRANE's SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
17.2 Customer Indemnification of Papercrane. Customer will defend, indemnify, and hold harmless Papercrane and its respective directors, officers, employees, representatives, and agents (the “Papercrane Indemnified Parties”) from and against any and all Third Party Claims alleging (i) unlawful, or fraudulent, misconduct by the Customer or its agents; (ii) a breach of the Customer or its agent's confidentiality obligations under this Agreement, (iii) a breach by Customer or its agents of its obligations under Section 5.3 and Section 6; or (iv) alleging that Papercrane's use or handling of the Customer Data (in accordance with the terms of this Agreement and the Law) (a) infringes or violates any patent, copyright, or trademark right of a Third Party, (b) misappropriates any trade secret of any Third Party, or (c) is in violation of the Law.
17.3 Procedure for Handling Indemnification Claims. As a condition to a Party's obligations under Sections 17.1 or 17.2, the Party being indemnified (the “Indemnified Party”) will provide the Party providing the indemnification (the “Indemnifying Party”) with: (a) prompt written notice of the Third Party Claim (provided that the failure to provide such notice will not relieve a Party of its obligations unless such failure prejudices its ability to defend the Claim); (b) sole control of the defense and settlement of the Claim (except that the Indemnified Party's prior written approval will be required for any settlement that requires any action, inaction, or admission by the Indemnified Party, requires the payment of any amount that will not be fully satisfied by the Indemnifying Party or does not include a complete release of claims against the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed); and (c) cooperation as reasonably requested by the Indemnifying Party at the Indemnifying Party's expense in connection with the defense of the Third Party Claim. The Indemnified Party may participate in any indemnified matter with counsel of its choosing at its own expense.
(a) TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NO MATTER HOW CAUSED OR THE THEORY OF LIABILITY, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE, THE PARTIES AGREE THAT IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, OR OTHER INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR ACCURACY OF RESULTS, OR (B) ANY MATTER BEYOND THE PARTY'S REASONABLE CONTROL.
(b) EACH PARTY AGREES THAT A PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, NO MATTER THE THEORY OF LIABILITY, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT) (THE “GENERAL LIABILITY CAP”).
(c) NOTWITHSTANDING THE ABOVE, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY PURSUANT TO THIS SECTION 18 WILL NOT, IN THE AGGREGATE AND TOGETHER WITH SUCH PARTY'S OTHER LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE GENERAL LIABILITY CAP FOR DAMAGES ARISING AS A RESULT OF: (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; (II) LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF A PARTY; (III) FRAUDULENT MISREPRESENTATION BY A PARTY; (IV) BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS; AND/OR (V) EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.
Except as specifically set forth in this Agreement or Order Form, all notices, demands, or consents required or permitted under this Agreement will be in writing. Notice will be considered delivered and effective when (a) personally delivered; (b) one (1) day after posting when sent by a reputable private overnight carrier; (c) five (5) days after posting when sent by certified United States mail, or (d) one (1) day after sending via email; provided that any notice sent via email must be followed by a written notice in accordance with one of the other methods of notification. All notices must be sent to the respective addresses set forth on the signature page to this Agreement or to such other address as may be provided by either Party to the other Party from time to time in writing.
Each Party agrees that it will not assign this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld or delayed, provided that either Party may assign this Agreement without prior written consent to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of the stock or assets of such Party, or (c) a successor by merger. Any attempted assignment or transfer in violation of this Section 20 will be void.
21.1 Publicity. Customer expressly grants Papercrane the right to identify Customer as its customer on Papercrane's website and in its advertising and promotional materials. In connection with the foregoing, Customer grants Papercrane, during the Subscription Term, a non-exclusive, non-transferrable, limited right and license to use Customer's name and logo.
21.2 No Third Party Beneficiaries. This Agreement will be binding upon and inure solely to the benefit of the Parties. The Parties intend that there will be no Third Party beneficiaries under this Agreement, and that no person or entity, except the Parties, will have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise.
21.3 Compliance with Laws. Customer agrees that it will comply with all laws, administrative regulations, and executive orders, including but not limited to those relating to the control of imports and exports of commodities and technical data, use or remote use of software and related property, or registration of this Agreement that may apply in the United States or in any other jurisdiction in which the Services will be located or from which the Services will be accessed under this Agreement, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce, the International Traffic in Arms Regulations of the U.S. Department of State, and the Enhanced Proliferation Control Initiative. Customer will not, without prior written consent, if required, of the office of Export Administration of the U.S. Department of Commerce, or other applicable U.S. governmental agency or department, export, re-export, allow the re-export, transship, download, or transmit any part of the Services or Confidential Information to any country (“Restricted Nation”), person or entity to which such transmission is restricted by applicable regulations or statutes, including to any individual, group or organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons, as each may be amended from time to time.
21.4 Relationship. The relationship between the Parties created by this Agreement is that of independent contractors and not partners, joint venturers, or agents. Except as expressly agreed by the Parties, neither Party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.
21.5 No Exclusivity. Nothing in this Agreement restricts a Party's right to contract with any Third Party to provide products and/or services similar to or identical to the Services provided under this Agreement.
21.6 Entire Agreement. This Agreement and the applicable Order Form constitute the entire Agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing agreements relating to the subject matter hereof. To the extent, there is any conflict among the terms of this Agreement and the applicable Order Form, such conflict will be governed in the following order: (a) the terms of the Order Form; and then, (b) this Agreement and any applicable exhibits, the terms of which are incorporated into the Order Form by reference.
21.7 Modification. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to or modification of this Agreement, and signed by an authorized representative of each Party. Notwithstanding the foregoing, Papercrane reserves the right, in its sole discretion, to make any changes to the Services or any ancillary items or materials that it deems necessary or useful to: (i) maintain or enhance the quality or delivery of the Services, (ii) the competitive strength of or market for the Services, (iii) the Services' cost efficiency or performance; or (iv) comply with applicable Law; provided that no such changes have the effect of materially degrading the functionality of the Services.
21.8 Waiver. No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.9 Force Majeure. Neither Party will be liable for any failure or delay in the performance of any of their respective obligations (other than confidentiality obligations and payment obligations) if prevented from doing so by a cause or causes beyond its reasonable control (a “Force Majeure Event”). Without limiting the generality of the foregoing, Force Majeure Events include fires, floods, terrorism, strikes, blackouts, war, restraints of government, utility or communications failures or interruptions, failures of Third Party vendors, Internet slow-downs or failures, computer hackers or other causes that are beyond a Party's reasonable control.
21.10 Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement will not in any manner affect or render illegal, invalid, or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, will be reformed, construed, and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement.
21.11 Headings. Section headings are for convenience of reference only and will not affect the interpretation of this Agreement.
21.12 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware and without regard to the U.N. Convention on the International Sale of Goods (CISG).
21.13 Disputes; Arbitration. Any dispute, controversy, or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, upon the request of any Party involved, shall be submitted to, and settled by, arbitration pursuant to the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) by Arbitrators appointed in accordance with the said Rules. The place of arbitration shall be San Francisco, California, or as agreed upon by the Parties, and judgment on the award rendered by the Arbitrators may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The arbitration shall be conducted by three (3) neutral and impartial arbitrators (the “Arbitrators”). Each Party shall appoint a neutral and impartial Arbitrator of its choosing, and those Arbitrators shall agree upon and appoint the third neutral and impartial Arbitrator. The Arbitrators shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. Notwithstanding the foregoing, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of this Agreement, that Party will be entitled to equitable relief (including an injunction or preservation of evidence) in any court of law having proper jurisdiction, in addition to all other available remedies. The Parties agree that the prevailing Party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such Party in conducting the arbitration, including reasonable attorneys' fees and expenses, and arbitration costs. In addition to and not in limitation of the foregoing mandatory arbitration requirements, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of this Agreement, that Party will be entitled to equitable relief – including an injunction or preservation of evidence – in any court of law having proper jurisdiction, in addition to all other available remedies.
21.14 Counterparts; Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of conventional electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[End of Terms of Service]