Terms of Service

1. Agreement and parties

These Terms of Service (the “Terms”) are a binding agreement between PapelSoftware LLC, a Delaware limited liability company (“PapelSoftware”, “we”, “us” or “our”), and the person or organization that accepts them (“Client”, “you” or “your”). If you accept these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind that entity, and “you” refers to that entity.

These Terms cover our website at papelsoftware.com, our software development subscriptions (“Development Services”) and our software-as-a-service products, including Papel Copilot, Papel Cloud and Papel Monitor (the “Products”). Together these are the “Services”.

You accept these Terms by creating an account, starting a subscription, signing an order form that references them, or using the Services. Our Privacy Policy, Refund and Cancellation Policy, Acceptable Use Policy and, where it applies, our Service Level Agreement are part of these Terms. If a signed order form or master services agreement conflicts with these Terms, the signed document controls for that conflict.

You must be at least 18 years old and able to enter into contracts to use the Services.

2. Accounts

Some Services require an account. You agree to give accurate and complete information when you register and to keep it current. You are responsible for all activity under your account, for keeping your credentials secure and for the actions of the users you invite. Tell us promptly at [email protected] if you believe your account has been accessed without authorization.

We may suspend an account that we reasonably believe is compromised, is being used in violation of these Terms, or poses a security risk to the Services or other customers. Where practical, we will notify you before or promptly after a suspension and work with you to restore access.

3. Subscriptions, billing and auto-renewal

Development Services and paid Products are sold as subscriptions. You can choose monthly or annual billing where both are offered. The plan, price and billing interval are shown at checkout or on your order form.

• Billed in advance. Subscription fees are charged at the start of each billing period, in US dollars.
• Payment methods. We accept major credit and debit cards and ACH bank transfers. Payments are processed by a third-party payment processor; we do not store full card numbers. Enterprise plans may be invoiced on the terms stated in the order form.
• Automatic renewal. Your subscription renews automatically at the end of each billing period for another period of the same length (one month or twelve months) at the then-current price, unless you cancel before the renewal date. By subscribing, you authorize us and our payment processor to charge your payment method on each renewal.
• Cancellation. You can cancel at any time from your billing portal or by emailing [email protected]. Cancellation takes effect at the end of the current billing period and you keep access until then. Refund eligibility is described in our Refund and Cancellation Policy.
• Failed payments. If a payment fails, we will notify you and retry the charge. If payment is still outstanding 14 days after the due date, we may suspend the Services until the balance is paid.
• Upgrades and downgrades. Upgrades take effect immediately and are prorated for the rest of the current period. Downgrades take effect at the start of the next billing period.

4. Price changes

We may change subscription prices. We will give you at least 30 days’ notice by email before a new price applies to your subscription. The new price takes effect at your first renewal after the notice period ends. If you do not agree with the new price, you can cancel before that renewal and you will not be charged the new price.

5. Taxes

Prices do not include sales, use, value-added or similar taxes unless stated otherwise. Where we are required to collect tax, it will be shown on your invoice or receipt and added to the amount charged. You are responsible for any taxes that apply to your purchase, other than taxes on our income. If you claim a tax exemption, you must provide a valid exemption certificate.

6. Development services

Requests

Development Services are delivered as a queue of requests. A request is one unit of work with a defined outcome, such as a feature, a screen, an integration or a fix. Your plan sets how many requests we work on at the same time; you may queue more. Before starting a request, we confirm our understanding of its scope in writing. We may split large requests into smaller ones that can be delivered independently. We do not guarantee a fixed delivery date for any request unless agreed in writing.

Delivery and acceptance

We deliver work to repositories and environments you control, typically through pull requests and staging releases. You have five business days after we mark a request as delivered to review it and report, in writing, any way it does not meet the agreed scope. We will correct confirmed deviations at no additional charge. A request is accepted when you approve it, when it is deployed to production at your direction, or when the review period ends without a written report, whichever comes first. Changes to scope after acceptance are new requests.

Your responsibilities

To let us do the work, you agree to:

• provide timely feedback, decisions, content and access to the accounts, systems and data we need;
• ensure you have the rights to any materials, code, data or trademarks you give us, and that our use of them as directed by you does not infringe anyone else’s rights;
• review and test deliverables before using them in production, and maintain your own backups of your data;
• remain responsible for the legal and regulatory compliance of your product and business, including privacy notices and consents for your end users; and
• pay for third-party services (such as app store fees, APIs or hosting) that are not part of your plan.

Delays caused by missing input, access or decisions do not extend your billing period or entitle you to a refund.

7. Intellectual property

Deliverables

Upon our receipt of full payment for the billing period in which they were created, we assign to you all right, title and interest in the code, designs and documentation we create specifically for you under the Development Services (“Deliverables”). Until payment is received, we grant you a limited, revocable license to use Deliverables for evaluation.

What we keep

We retain ownership of our pre-existing materials and those we develop independently of your project, including our tools, libraries, templates, components, processes and general know-how (“PapelSoftware Materials”). To the extent PapelSoftware Materials are incorporated into a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify and distribute them as part of that Deliverable. This license survives termination.

Open-source and third-party components

Deliverables may include open-source or third-party components. Those components are licensed under their own terms, which we will identify on request, and are not assigned to you.

Products

We and our licensors own the Products and all related software and documentation. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right to use the Products during your subscription for your internal business purposes. You may not resell, reverse engineer or copy the Products, except as allowed by law.

Your data and feedback

You own the data and content you submit to the Services (“Client Data”). You grant us a license to host, process and display Client Data only as needed to provide and support the Services. If you send us suggestions or feedback, we may use them without obligation to you.

8. Early-access products

Papel Copilot, Papel Sites, Papel Cloud and Papel Monitor are currently offered in early access. Early-access Products are provided “as is” and “as available”. Features, limits, pricing and availability may change, and we may discontinue an early-access feature. We will give you reasonable notice of material changes and, if we discontinue a Product you have paid for, refund any prepaid fees for the unused period.

You are not charged for an early-access Product until your workspace is live. The Service Level Agreement applies to early-access Products only where it expressly says so.

9. AI features

Some Services, including Papel Copilot and AI integrations we build for you, use large language models provided by third parties, including Anthropic’s Claude. You acknowledge that:

• AI-generated outputs may be inaccurate, incomplete, outdated or inappropriate, and may not be unique;
• you are responsible for reviewing outputs before relying on them, publishing them or showing them to your end users, and for deciding whether AI is suitable for your use case;
• outputs must not be used as the sole basis for decisions with legal or similarly significant effects on individuals, or as professional medical, legal or financial advice; and
• your use of AI features must comply with our Acceptable Use Policy and the usage policies of the model provider.

We use model providers under commercial terms that do not permit them to use your inputs or outputs to train their models. Details are in our Privacy Policy.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including source code, business plans, credentials and Client Data (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to employees and contractors who need to know it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law, after giving the other party notice where legally permitted. These obligations continue for three years after termination, and for trade secrets and credentials for as long as they remain confidential.

11. Warranties and disclaimer

We will perform Development Services in a professional and workmanlike manner consistent with generally accepted industry standards. If we breach this warranty, your remedy is for us to re-perform the affected work, or if we cannot, to refund the fees paid for it, provided you notify us within 30 days of delivery.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAPELSOFTWARE LLC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO PAPELSOFTWARE LLC FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

These limits do not apply to your obligation to pay fees, to either party’s indemnification obligations, or to liability for gross negligence, willful misconduct or fraud, or any liability that cannot be limited by law.

13. Indemnification

By you. You will defend, indemnify and hold harmless PapelSoftware LLC and its members, employees and contractors from third-party claims, and related losses and reasonable legal fees, arising from Client Data, materials you provide, your products and their operation, or your violation of these Terms, the Acceptable Use Policy or applicable law.

By us. We will defend you against third-party claims alleging that a Deliverable or Product, as provided by us, infringes a United States patent, copyright or trademark, or misappropriates a trade secret, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from materials you provided, modifications not made by us, combinations with items we did not supply, or open-source components.

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation.

14. Term and termination

These Terms apply while you use the Services. You may cancel your subscription as described in the subscriptions section above and in our Refund and Cancellation Policy. Either party may terminate these Terms by written notice if the other party materially breaches them and does not cure the breach within 15 days of notice. We may suspend or terminate immediately for serious violations of the Acceptable Use Policy or where required by law.

On termination, your right to use the Products ends. For 30 days after termination you may export your Client Data from the Products; after that we may delete it as described in our Privacy Policy. Deliverables already paid for remain yours. Sections covering fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law and dispute resolution survive termination.

15. Governing law and venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. Subject to the dispute resolution section below, the state and federal courts located in Delaware have exclusive jurisdiction over any claim that is not subject to arbitration, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Dispute resolution

Talk to us first. Before filing any claim, the party raising the dispute will send a written description to the other party (for us, to [email protected]). The parties will try in good faith to resolve it within 30 days.

Arbitration. If the dispute is not resolved within 30 days, it will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware. The arbitrator’s award may be entered in any court with jurisdiction. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

No class actions. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, consolidated or representative proceeding, to the extent permitted by law.

17. General terms

• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.
• Subcontractors. We may use employees and vetted contractors to perform the Services and remain responsible for their work.
• Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all of your assets. We may assign them to an affiliate or successor.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Notices. We send notices to the email address on your account. You send notices to [email protected].
• Entire agreement. These Terms, the policies they reference and any signed order form are the entire agreement on their subject. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

18. Changes to these terms

We may update these Terms from time to time. We will post the updated version on this page and change the “Last updated” date. If a change is material, we will notify active customers by email at least 30 days before it takes effect. Changes do not apply retroactively. If you continue using the Services after a change takes effect, you accept the updated Terms; if you do not agree, you may cancel before the change takes effect.

19. Contact us

Questions about these Terms can be sent to [email protected]. For billing questions, email [email protected].

Support hours: Monday to Friday, 9:00 a.m. to 6:00 p.m. Eastern Time.