PAPYRUS TERMS OF SERVICE
Last Updated: March 5, 2024
These Terms of Service, together with any documents expressly incorporated by reference herein (collectively, the “Terms” or the “Agreement”), govern access to and use of the website, web-based and mobile applications, and other services (collectively, the “Service”) made available by KnowledgeCompounders, Inc., doing business as Papyrus, Papyrus.ai, and Papyrus.io (collectively, “Papyrus,” “we,” “us,” or “our”). These Terms are a legally binding contract between you and Papyrus regarding your use of the Service. As used herein, “you” or “your” means any entity, university, organization, or company accessing or using the Service (“Organization”) as well as any individual end user accessing and using the Service, as applicable. If you are entering into these Terms on behalf of an Organization, you hereby represent and warrant that you have the requisite authority to bind such Organization.
Please review our Privacy Notice available at https://papyrus.io/privacy-policy, which is incorporated into these Terms by reference, for additional information about our privacy practices and principles.
Please read these Terms carefully before using the Service. BY CLICKING “I ACCEPT” OR ACCESSING THE SERVICE IN ANY WAY, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIABILITY, A MANDATORY INDIVIDUAL ARBITRATION PROVISION, AND A CLASS ACTION WAIVER. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE NOT PERMITTED TO USE THE SERVICE.
Papyrus’s Service
Overview. We (the Papyrus team) run an application called Papyrus and would love for you to use it. Our Service is designed to store data related to your meeting. Papyrus uses AI-powered technology to transform voice conversations into legible text. The Service also enables you to share conversations and associated transcripts with others. Our Service is provided as a paid subscription-based model. We currently offer a one-month free trial period to allow you to try the Service before committing to a paid subscription tier (a “Free Trial Period”). We may extend the Free Trial Period at our sole option and discretion. If you do not purchase a subscription to the Service by the end of the Free Trial Period, then your access to and use of the Service will automatically terminate.
Ownership; Proprietary Rights. The Service is owned and operated by Papyrus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Papyrus are protected by intellectual property and other laws. All Materials included in the Service are the property of Papyrus or its third-party licensors. Except as expressly authorized by Papyrus, you may not make use of the Materials. Papyrus reserves all rights to the Materials not granted expressly in these Terms.
Limited License. Subject to your complete and ongoing compliance with these Terms, Papyrus grants you and your Users, solely for your personal or internal business purposes and non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. The Service may update automatically. To the extent that a component of the Service contains any open-source software, the open-source license for that software will govern with respect to that component.
License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you will not and will ensure Users do not: (a) reproduce, modify, adapt, or create derivative works of the Service; (b) rent, lease, distribute, sell, transfer, or sublicense the Service to a third party except as permitted in these Terms; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanisms designed to protect the Service; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Service; (e) remove or obscure any proprietary or other notices contained in the Service; (f) harass, threaten, spam or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Service to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Service to build competitive products; or (j) misuse the Service in any way, including in violation of these Terms or applicable law. If you are prohibited under applicable law from using the Service, you may not use it. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Service without Papyrus’s prior written authorization is strictly prohibited. You will prevent, terminate, and notify Papyrus of any unauthorized or illegal use of or access to your or any User account or the Service.
Responsibility for Users. You are responsible for: (i) identifying and authenticating all Users; (ii) approving access by your Users to the Service and designating appropriate access controls in connection with your account; (iii) controlling against unauthorized access by your Users; (iv) all activities that occur under your Users’ usernames, passwords, or accounts as a result of your Users’ access to and use of the Service; and (v) Users’ compliance with these Terms. These Terms restrict the use of the Service to you and your Users, up to the number of Users specified in the applicable Order. A User license or account may not be shared among Users. In the event that a User is no longer associated with your Organization, or if you would like to make any changes to your User accounts, you must promptly notify Papyrus in writing.
Feedback. “Feedback” means any feedback or suggestions about the Service. If you provide Feedback to Papyrus, then you hereby grant Papyrus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. For clarity, Feedback will not include your Confidential Information or intellectual property.
Publicity. Upon prior written approval from you, Papyrus may include your name and logo on its website or in other marketing materials or channels solely to reference you as a Papyrus customer, subject to any trademark usage guidelines provided to Papyrus. You may revoke your approval at any time.
Market Data. Papyrus hereby represents and warrants that, to the best of its knowledge: (i) it owns or has the right to provide the Service; (ii) it has in place policies and procedures addressing compliance with the laws, rules, and regulations applicable to the securities industry, including those prohibiting insider trading and the misuse of material non-public information, and conducts regular training designed to identify situations where Papyrus may have come into possession of material, non-public information so that such information will not be improperly passed on to Papyrus’s customers; (iii) the Service (including research and market data) provided by Papyrus does not include material non-public information; (iv) the provision of the Service (including research and market data) complies with all applicable laws and regulations; and (v) it will notify you if any of these representations are no longer accurate.
Government Rights. The Service is and was developed solely at private expense. Papyrus provides the Service, including any related software, data, and technology, for ultimate government end use solely in accordance with the following: The government hereby agrees that the Service qualifies as “commercial” computer software. Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with Papyrus to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
Export Controls. You agree to comply with all relevant U.S. and foreign export and import laws in using the Service. You represent and warrant that neither you nor your Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
Eligibility to Use the Service
We do not permit individuals under 18 years of age to become registered users of the Service. By using the Service, you represent and warrant that: (i) you are at least 18 years of age; and (ii) you have the right, authority, and capacity to enter into and to abide by the terms and conditions of these Terms.
Payment
Fees. You will pay the Service subscription fees, including any applicable taxes (“Fees”), in accordance with the payment terms set forth in the Order and these Terms. “Order” means the order form agreed to by you and Papyrus or the applicable Papyrus check-out webpage to purchase the Service. You must pay all Fees within 30 days of the invoice date. Before you pay any Fees, you will have the opportunity to review and accept the Fees that you will be charged. All Fees are in U.S. Dollars and are non-refundable.
Fee Changes and Renewals. See additional terms provided in the Order.
Usage Limits. The Service is subject to the usage limits specified in the Order and / or as otherwise communicated to you by Papyrus (“Usage Limits”). During the Subscription Term, Papyrus may, from time to time, provide guidance on your usage of the Service to inform you of your usage impact and to empower you to make optimal use of the Service. If you are unable or unwilling to abide by the Usage Limits, Papyrus has the right to immediately adjust the Fees to account for the overage. You agree to (i) execute a new Order reflecting increased usage limits and any applicable the overage fees; and (ii) within 30 days of receiving written notice of an overage event, pay the invoice issued by Papyrus for the excess usage.
Suspension and Cancellation. We may, at our sole option and discretion, suspend or cancel your account on the Service if you violate any of the Usage Limits or other payment obligations set forth in this section.
Confidentiality
Definition. “Confidential Information” means any information exchanged by you and Papyrus that would reasonably be understood to be confidential given the nature of the information and manner of disclosure. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
Use of Confidential Information. If a party (the “disclosing party”) discloses Confidential Information to the other party (the “recipient”), the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
Required Disclosure. If the recipient receives a request from a legal authority to provide data or information about the disclosing party, the recipient will (i) notify the disclosing party of the request unless legally prohibited and (ii) only respond to the extent required by law. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure. Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
Accessing the Service and Privacy
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. If you are an Organization and you wish to designate individual users to access the Service under your account (collectively, the “Users”), you may also be required to provide us with some information about such Users. You agree that all information you provide to register with this Service or otherwise, including, but not limited to, through the use of any interactive features on the Service, is governed by our Privacy Notice, and you consent to all actions we take with respect to your information consistent with our Privacy Notice. You agree that the information you provide to us is correct, current, and complete, and that you have all necessary rights and approvals to provide such information. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Service, or any features at all.
When you register, you will be asked to provide a password. You are responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [email protected]. You acknowledge and agree that except as provided otherwise in these Terms, any User Content, data, recordings, and information you enter into or upload to the Service or that we collect in connection with the Service (collectively, “User Data”) will be processed as described in the Papyrus Privacy Notice. The terms set forth in our GDPR Addendum which is incorporated within these Terms, will apply if Papyrus collects or processes or handles data from individuals in the EU on your behalf to provide the Service. Papyrus will employ commercially reasonable security measures that are designed to protect User Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure.
User Content Ownership and Licensing
Certain features of the Service may permit users to upload content to the Service (including by syncing your account with Third-Party Accounts as further described in this Section), including voice recordings, audio recordings, data, text, photographs, and other types of works (“User Content”), and to otherwise publish User Content on the Service. To the extent you desire to use the Service in connection with materials or information located on your Zoom, Dropbox, or other third-party accounts (collectively, “Third-Party Accounts”), you hereby grant Papyrus permission to access the Third-Party Accounts in connection with Papyrus’s provision of the Service. As between you and Papyrus, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
You retain all ownership rights you may have to the User Content processed using the Service. You grant Papyrus a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce, modify, export, process, and transform your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed in a manner that is under your control.
Papyrus may permit you to share certain User Content or the results of processing User Content with other users of the Service, share User Content or the results of processing User Content outside of the Service, or even make certain User Content or the results of processing User Content public for all (even non-Service users) to view. You acknowledge and agree that, although Papyrus may provide certain features intended to allow you to restrict access of some User Content you create from others, Papyrus does not guarantee that such User Content or any results of processing User Content will never be accessible by others. To the fullest extent permitted by law, Papyrus is not responsible for the use of any User Content or results of processing User Content by users or non-users of the Service or any third parties.
Restrictions on Use
It is a condition of these Terms that you do not upload, post, transmit, or otherwise make available:
Responsibility for User Content
Voice Recordings. The Service may provide a feature that allows you to record individual conversations and / or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.
User Content Representations and Warranties. Papyrus disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
User Content Disclaimer. Papyrus may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Papyrus with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Papyrus does not permit copyright-infringing activities on the Service.
Monitoring Content. Papyrus does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. Papyrus is not responsible for the use of any User Content by users or any third parties. You acknowledge and agree that Papyrus reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Papyrus chooses to monitor the content, Papyrus still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.
Machine Learning. Papyrus shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (“Usage Data”). The Service may be implemented using machine learning systems or other artificial intelligence with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (“Machine Learning”). Nothing in these Terms prohibits Papyrus from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. However, we do not and will not train foundation models on user uploaded private data. Nothing in these Terms gives you any rights in or to any part of the Service or the Machine Learning generated by Papyrus or the Machine Learning generated in the course of providing the Service.
AI-Generated Content
Definitions. “Papyrus AI” means any features or functionality made available by Papyrus or labeled as Papyrus AI that utilize data models trained by machine learning. “Input” means any input provided by you to be processed by Papyrus AI. “Output” means any output generated and returned to you based on the Input.
Your Responsibilities. Input and Output are User Data and you are solely responsible for the development, content, operation, maintenance, and use of such User Data. You acknowledge and agree that all Output is presented in summary form, is general in nature, and is provided for informational purposes only. You will ensure that your Input, Output, and use of Papyrus AI will not (i) violate any applicable law; (ii) violate these Terms; or (iii) infringe, violate, or misappropriate any of our rights or the rights of any third party. You acknowledge that due to the nature of machine learning and the technology powering Papyrus AI, Output may not be unique, and Papyrus may generate the same or similar output for third parties. You hereby irrevocably release, and agree not to sue, Papyrus or any of its affiliates with respect to any liability for infringement, misappropriation, or violation of any rights with respect to the Output.
Restrictions. You may not use Papyrus AI to: (i) develop foundation models or other large scale models that compete with Papyrus AI; (ii) mislead any person that Output from the Service was solely human generated; or (iii) use Papyrus AI in a manner that violates these Terms or any OpenAI Policy, including, OpenAI’s Usage Policy, Content Policy, Sharing and Publication Policy, and Community Guidelines, or any other third-party terms, guidelines, policies or the like to which Papyrus links in connection with generation of Output.
Third-Party Content
Our Service may provide access to third-party websites and services. We do not control the content of such websites and services, and we are not responsible for their content, practices, or standards. Inclusion of any third-party link does not imply a recommendation or endorsement by us. We are not responsible for any damages or injuries of any kind arising in connection with the content of linked third-party sites, services, advertisements, or other resources framed within our Service. We do not make any representations regarding the content or accuracy of third-party sites. Your use of third-party sites is at your own risk and subject to the terms and conditions of use for such sites.
Violation of Copyrights
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
General Counsel
2261 Market St
#5715
San Francisco, CA 94114
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
Papyrus does not knowingly violate or permit others to violate the copyrights or other intellectual property rights of others. We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent. Papyrus will promptly terminate the accounts of users that are determined by Papyrus to be repeat infringers.
Indemnification
Your Indemnity Obligation. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Papyrus and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Papyrus Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs (“Claims”), arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any copyright, patent, trade secret, or other intellectual property right or publicity, confidentiality, other property, or privacy right; (d) the nature of content of User Data processed by the Service; (e) any dispute or issue between you and any third party; or (f) any other claim that arises from or relates to your use of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Papyrus’s Indemnity Obligation. We will indemnify, defend, and hold you harmless from any Claims arising from any allegation that all or a portion of the Service provided to you under these Terms infringes upon or violates any patent, copyright, trade secret, or other intellectual property or proprietary right of a third party; provided that the foregoing indemnity obligation will not apply to the extent that such Claims arise from or relate to your violation of these Terms. You have the right, at your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by us (without limiting your indemnification obligations with respect to that matter), and in that case, we agree to cooperate with your defense of those claims.
Disclaimers
THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, PAPYRUS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PAPYRUS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE (OR YOUR ACCESS THERETO), OR ANY DATA, MATERIALS, OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PAPYRUS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. PAPYRUS IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY USER DATA, CONTENT OR TRANSCRIPTIONS, USER COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. PAPYRUS MAKES NO WARRANTY ABOUT THE COMPLETENESS OR ACCURACY OF THE TRANSCRIPTION.
PAPYRUS DOES NOT MAKE ANY WARRANTY AS TO PAPYRUS AI, OUTPUT, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PAPYRUS AI OR THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH PAPYRUS AI, INCLUDING WITH RESPECT TO THE FACTUAL ACCURACY OF ANY OUTPUT OR SUITABILITY FOR YOUR USE CASE. YOU UNDERSTAND AND AGREE THAT THE USE OF ANY MATERIAL AND / OR DATA OBTAINED THROUGH THE USE OF ANY PAPYRUS AI FEATURE IS AT YOUR SOLE RISK. YOU SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAPYRUS OR THROUGH PAPYRUS AI SHALL CREATE ANY WARRANTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PAPYRUS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PAPYRUS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF, USE OR DISCLOSURE OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Papyrus does not disclaim any warranty or other right that Papyrus is prohibited from disclaiming under applicable law.
Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PAPYRUS ENTITIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, ANY MATERIALS OR CONTENT ON THE SERVICE, OR ANY OTHER MATTER THAT RELATES TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PAPYRUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PAPYRUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO PAPYRUS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Service Modification
Papyrus reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Papyrus will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
Term and Termination
Term. These Terms will continue in effect until terminated as described in this section. All of your and your Users’ access to the Service terminates at the end of the Free Trial Period or the Subscription Term, as applicable. “Subscription Term” has the meaning provided in the Order.
Termination. Papyrus may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. Either party may terminate these Terms immediately in the event that the other party becomes insolvent; is adjudged bankrupt; makes an assignment for the benefit of its creditors of all or substantially all of its assets; voluntarily files for bankruptcy or has a receiver or bankruptcy trustee (or the like) appointed by reason of its insolvency or alleged insolvency; or becomes the subject of termination, dissolution, or liquidation proceedings or otherwise discontinues business (provided no authorized successor continues such party’s operations). You may terminate your account and these Terms at any time by contacting customer service at [email protected].
Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Service; (ii) you will no longer be authorized to access your account or the Service; (iii) each party will return or delete any Confidential Information of the other party in its possession; and (iv) you must pay Papyrus any unpaid amount that was due prior to termination. Provisions of these Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
Changes to these Terms
We reserve the right to make additions, deletions, or modifications to these Terms at any time without prior notification. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to periodically check this page so you are aware of any changes, as they are binding on you.
Notices
Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to Papyrus must be sent to 2261 Market St #5715, San Francisco, CA 94114, attn: Legal, with a copy to [email protected].
Dispute Resolution
Jurisdiction and Venue. Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Service may only be brought in the federal or state courts of San Francisco County, California. Both you and Papyrus consent to venue and personal jurisdiction there. Notwithstanding anything to the contrary, if you represent an entity or institution subject to state law mandating different dispute resolution terms or governing law, Papyrus agrees to such state law requirements. THE PARTIES AGREE THAT NEITHER THE UNIFORM COMPUTER TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM, NOR THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, SHALL APPLY TO THESE TERMS.
Informal Resolution. Before filing a claim, Papyrus must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
Mandatory Arbitration. Any claims or disputes relating to these Terms or the Service must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in San Francisco, California.
Exceptions. A lawsuit may be filed in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
NO CLASS ACTIONS. DISPUTES WITH PAPYRUS MAY ONLY BE RESOLVED ON AN INDIVIDUAL BASIS AND NEITHER YOU NOR ANY USER WILL BRING A CLAIM IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS.
Miscellaneous
Except for payment obligations, no party will be liable for inadequate performance under these Terms to the extent caused by a condition that was beyond the party's reasonable control (including natural disaster, terrorism, governmental action, or Internet disturbance). These Terms, together with the Papyrus Privacy Notice, GDPR Addendum (if applicable), and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Papyrus regarding your use of the Service. In the event of a conflict between these Terms and the Order, the terms of the Order will govern. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Contact Us
If you have any questions, complaints, or claims relating to the Service or these Terms, or if you would like to receive a copy of these Terms in an alternative format, please contact us at:
Papyrus.io
2261 Market St
#5715
San Francisco, CA 94114
GDPR ADDENDUM
In connection with the Service, Papyrus may be provided with, access or otherwise receive information from you or on your behalf that identifies or may be associated with an individual (“Personal Data”). Papyrus agrees to Process Personal Data as described in this GDPR Addendum. For the purpose of this Addendum, “Process” or “Processing” means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.