Terms of service

Who these terms are with

Paperclip.inc OÜ ("Paperclip", "we", "us") operates the hosted product at Paperclip.inc. These terms are the agreement between you and us for your use of that hosted product, the website, and the related apps and APIs (together, the "Service"). By creating an account or using the Service, you agree to these terms. If you use the Service for an organization, you confirm you are authorized to accept these terms for it, and "you" then means both you and that organization.

If you have signed a separate agreement with us, that agreement controls where it differs from these terms. Otherwise these terms, together with our acceptable use rules below, our data processing agreement, and our privacy policy, are the whole agreement between us.

Entity

Paperclip.inc OÜ

Registry code

17517227

Address

Sepapaja tn 6, 15551 Tallinn, Harju Maakond, Estonia

Legal contact

legal@paperclip.inc

Open-source software

The hosted Service runs open-source software. The Paperclip software itself is maintained by its upstream open-source project at github.com/paperclipai/paperclip, under that project's own license. We run it for you as a managed service, and we are not its maintainer. We separately build and maintain the open-source Kubernetes operators that run these agents, published under their own licenses. That open-source software, both the upstream project and our operators, is governed by the license of the project that publishes it, not by these terms. If you run any of it on your own infrastructure, you control that deployment and the data in it, and these terms apply only to the hosted Service we operate.

Who can use Paperclip

You can use the Service as a business or as an individual. You must be old enough to enter a binding contract where you live, and able to do so. You are responsible for keeping your account credentials safe and for everything that happens under your account. Tell us at security@paperclip.inc if you believe your account has been used without permission. If you add members to an organization, you manage their access and are responsible for their use of the Service.

Where you use the Service as a consumer, meaning outside your trade, business, or profession, you have the additional rights described in "Your rights as a consumer" below, and nothing in these terms removes protections the law gives consumers.

What you can do with the Service

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your own business or personal purposes, in line with these terms and our documentation. We reserve every right we do not expressly grant. You may not resell the Service, copy or reverse engineer it, use it to build a competing product, or remove our notices, except where the law allows this despite the restriction.

Your content, inputs, and outputs

"Inputs" are the content you or your agents send to the Service: issues, routines, skills, prompts, approvals, connected data, and the context the agents need. "Outputs" are what the Service and the models generate in response. You keep all rights in your Inputs. As between you and us, you own the Outputs you receive, and we assign to you any rights we may have in them. We do not promise that an Output is original or that it can be owned at all, because the law on AI-generated work is still unsettled.

To run the Service, you grant us a worldwide, non-exclusive license to host, process, transmit, and display your Inputs and Outputs, including sending them to the model provider you choose and to the systems you connect, only as needed to provide and support the Service. We take nothing beyond what we need to operate.

What you are responsible for

You are responsible for everything done through your account, for how you configure your agents, and for the permissions you give them. Agents act on the instructions and access you provide. You are responsible for the actions your agents take in the systems you connect, including changes they make, messages they send, money they cause to be spent, and commitments they appear to make on your behalf.

Before you let an agent act, you agree to put appropriate review, testing, spend limits, and monitoring in place, and to keep a person in the loop where the stakes call for it. We provide controls for this. Using them is your responsibility.

Connected systems and your model-provider keys

You choose which third-party services to connect and which model-provider keys to bring. Your use of any connected service or model provider is governed by that third party's own terms, and you are responsible for following them, for any fees they charge, and for confirming you are allowed to use the keys and access you provide.

We route model requests through our gateway to the provider you configure, or to your self-hosted endpoint. We do not control, and do not make promises on behalf of, how a model provider or connected service handles a request. Where a provider or route supports no training on inputs or zero data retention, we prefer it and pass that setting through, and we show what is enabled in your settings.

Acceptable use

You agree not to use the Service to break the law or to harm others. You may not use it for sexual content involving children, to develop weapons or disrupt critical infrastructure, to track or surveil people without a lawful basis, to infringe intellectual property, to send malware, or to overload, probe, or work around the limits of the Service. You may not put data into the Service that you are not allowed to process.

If you use agents for decisions in regulated or high-stakes areas, such as legal, medical, financial, insurance, employment, or housing matters, a qualified person must review the output before it is used or acted on, and you must tell affected people when they are interacting with AI where the law requires it. You may not use the Service to make fully automated decisions that have legal or similarly significant effects on people without meaningful human review. We may publish a fuller acceptable use policy and update it from time to time; the version on our site applies.

Agents and outputs can be wrong

The Service uses AI. Outputs and agent actions can be wrong, incomplete, out of date, or misleading, and can look confident while being false. Do not rely on an Output or an agent action as a source of truth without checking it independently, especially before it is used to make a decision or to act in a system you have connected. You are responsible for deciding whether an Output or an action is fit for your purpose.

We do not train on your content

We do not use your content to train AI models, and we do not let anyone else do so through us. The model providers you choose handle your requests under their own terms, which is why those settings are visible to you and why we pass through no-training and zero-retention options where they exist. How we handle personal data is described in our privacy policy and, for the content your agents act on, in our data processing agreement, under which we act as your processor.

Fees, billing, and payment

Paid plans are billed monthly or annually in advance and renew automatically for the same period until you cancel. You can cancel at any time from settings, and the cancellation takes effect at the end of the period you have already paid for. Fees already paid are not refundable, except where the law requires a refund or where these terms or your consumer rights say otherwise. Prices can change, and we give notice before a change applies to your next renewal.

Payments are processed by Stripe, which acts as our merchant of record. This means your purchase and payment contract for the Service is with Stripe as the reseller, and Stripe handles billing, taxes, invoices, refunds, and chargebacks under its own buyer terms. Your contract for the Service itself, and how the Service works, is with us under these terms. Where Stripe's buyer terms and these terms both cover payment, taxes, or refunds, Stripe's terms control for those topics.

Usage credits

Running agents consumes compute and AI model usage. We meter this as usage credits. Your paid plan includes a monthly allowance of usage credits, and you can add more at any time; adding a recurring monthly amount changes your recurring fee accordingly, and one-off top-ups are charged once. We set how much usage each credit buys, which can differ by model and can change over time, and we give notice before a change applies. When a company's available credits run out, its agents pause until you add credits or your next monthly allowance begins.

Usage credits are a prepaid allowance to use the Service. They are not money, currency, or legal tender, and they are not a deposit, electronic money, or a stored-value or payment instrument. They have no cash value, cannot be withdrawn or redeemed for cash, and cannot be transferred, sold, or moved between accounts. They can be used only to pay for usage of the Service, and for nothing else, and they do not earn interest. Any amount we show in euros next to your credits is the value of Service usage those credits represent, not a balance of money we hold for you. A monthly allowance that comes with your plan does not carry over between periods unless we say so; separately purchased credits expire as described at the time of purchase.

You buy credits and plans through Stripe as our merchant of record, which handles the payment, taxes, and any refunds. Where the law gives you a refund, that refund is made in money by the merchant of record, not by cashing out credits. We may revoke credits obtained through error, abuse, or breach of these terms.

Free trials and early-access features

We may offer free trials and features marked as beta, preview, or early access. These are provided as is, can change or stop at any time, and are not covered by the availability commitment below. We may set usage limits on trials and free features and may end them at any time.

Availability and service credits

We aim to keep the core hosted Service available at least 99.9% of the time each calendar month, measured over the month and excluding the cases below. If we miss that target in a month, your sole and exclusive remedy is a service credit against a future invoice, on the schedule we publish, requested within 30 days of the affected month.

This target does not apply to: scheduled or emergency maintenance, for which we give reasonable notice where practical; beta, preview, or early-access features; outages caused by you, your configuration, your connected systems, or your model providers; and events outside our reasonable control. We will tell you about major incidents and what we are doing about them.

Data protection and security

We host your product data in the European Union and protect it as described in our privacy policy. For the content your agents act on, we act as your processor under our data processing agreement, which is incorporated into these terms and includes the European Commission's standard contractual clauses for any transfer that needs them. When you bring your own model-provider key, sending your Inputs to that provider is a transfer you direct, and the provider's handling is governed by its terms. We keep reasonable technical and organizational measures to protect your data, and we will tell you without undue delay if we become aware of a personal data breach affecting it.

Confidentiality

Each of us may learn non-public information from the other. Each side agrees to use the other's confidential information only to perform under these terms, and to protect it with reasonable care. This does not cover information that is public through no fault of the receiver, was already known, was independently developed, or must be disclosed by law, in which case we give notice where we are allowed to.

Our intellectual property

We and our licensors own the Service we operate, including our own software, the hosting platform and integrations, the design, and the Paperclip brand, other than your Inputs and Outputs and the open-source software described above. Nothing in these terms transfers our intellectual property to you beyond the limited right to use the Service. If you send us feedback about the Service, we may use it freely, with no obligation to you.

Term, suspension, and termination

These terms apply for as long as you use the Service or have an account. You can stop and close your account at any time. We may suspend or limit access, with notice where practical, if we reasonably believe it is needed to protect the Service or others, to stop a breach of these terms or the acceptable use rules, or to comply with the law, and we restore access once the reason is resolved where we can. Either of us may end this agreement if the other materially breaches it and does not fix the breach within a reasonable time after notice.

When the agreement ends, your right to use the Service stops. You can export your data before then and for a limited window after, as described in our privacy policy, after which we delete or anonymize it on the schedule there. The sections that by their nature should continue, such as content ownership, fees owed, disclaimers, the limit of liability, and governing law, survive the end of the agreement.

Warranties and disclaimers

We provide the Service with reasonable skill and care. Apart from that, apart from the availability commitment above, and apart from any rights the law gives you that cannot be excluded, the Service is provided as is and as available. We do not make other warranties, including that it will be uninterrupted, free of errors, or fit for a particular purpose, or that Outputs or agent actions will be accurate. Nothing in this section limits the protections the law gives you as a consumer.

Indemnification

You will defend us against, and cover, third-party claims and the resulting costs that arise from your Inputs, from the actions your agents take in connected systems, from your breach of these terms or the acceptable use rules, or from your use of a connected service or model provider in breach of its terms.

If you are on a paid plan, we will defend you against, and cover, a third-party claim that your permitted use of an Output infringes that party's intellectual property, on these conditions: you used the safety features and settings we provide, you did not modify the Output in a way that caused the infringement, you did not keep using an Output you knew or should have known infringed, and you held the rights to the Inputs that produced it. This does not apply where the claim arises from your Inputs, your instructions, or a connected service or model provider you chose. Our total payment under this commitment is subject to the limit of liability below.

For any claim, the side seeking defense gives prompt notice, lets the other lead the defense, and cooperates. Neither side settles in a way that admits fault or imposes an obligation on the other without that other side's consent, which is not unreasonably withheld.

Limitation of liability

To the extent the law allows, neither side is liable for indirect, incidental, special, or consequential loss, or for lost profits, revenue, goodwill, or data, even if it was told such loss was possible. To the extent the law allows, each side's total liability under these terms in any 12-month period is limited to the greater of the fees you paid us for the Service in the 12 months before the event giving rise to the claim, or 100 euros.

These limits do not apply to: liability for death or personal injury caused by negligence; liability for intent, gross negligence, or fraud; your obligation to pay fees that are due; amounts owed under the indemnities above; and any liability that cannot be limited or excluded under Estonian law or under the consumer law that applies to you. Nothing in these terms limits rights you have as a consumer that cannot be limited by agreement.

Changes to the Service and these terms

We improve the Service over time and may change or discontinue features. We may also update these terms. When we do, we post the new version here and update the date above. For changes that materially affect your rights or obligations, we give notice in the product or by email before they take effect. If you keep using the Service after a change takes effect, you accept the updated terms. If you do not agree, you can stop using the Service and close your account, and if you are a consumer you keep any right the law gives you to reject a change.

Governing law and disputes

These terms are governed by the law of Estonia, without regard to its conflict-of-law rules, and the courts of Estonia, with Harju County Court as the court of first instance, have jurisdiction. If you are a consumer, this does not take away the protection of the mandatory law of the country where you live, and you may also bring proceedings in the courts of that country. We would rather solve any problem directly, so please contact us first at legal@paperclip.inc.

Your rights as a consumer

If you use the Service as a consumer in the EU or EEA, you have the right to withdraw from your purchase within 14 days, without giving a reason. Because the Service is digital and starts as soon as you subscribe, by starting to use a paid plan you ask us to begin during the 14-day period, and you acknowledge that you lose the right to withdraw once the Service has been fully supplied for that period. If you withdraw within 14 days of a subscription that is still running, you pay for the part you used, and the balance is refunded through Stripe.

These rights are in addition to, and do not replace, any other rights the law gives you. You can also use the European Commission's online dispute resolution platform, though we prefer to settle things with you directly.

General

You may not transfer these terms without our consent. We may transfer them to a company that takes over our business, on notice to you, and your rights are not reduced. Neither side is responsible for a delay or failure caused by events outside its reasonable control. If a part of these terms is found unenforceable, the rest stays in force. If we do not enforce a term, that is not a waiver of it. Notices to you are given in the product or by email; notices to us go to legal@paperclip.inc. You agree to follow the export control and sanctions laws that apply to your use of the Service, and you confirm you are not located in, or acting for, a place or person those laws prohibit us from serving.

Contact

Legal questions: legal@paperclip.inc. Security disclosures: security@paperclip.inc. Privacy and data rights: privacy@paperclip.inc.

Entity of record: Paperclip.inc OÜ (registry code 17517227), Sepapaja tn 6, 15551 Tallinn, Harju Maakond, Estonia.