Terms of Service

Agreement

THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR ACCESS TO AND USE OF THE PAPERCHAT AI CHATBOT SERVICES PROVIDED BY PAPERCHAT ("Paperchat"). BY (A) PURCHASING A SUBSCRIPTION TO THE SERVICE THROUGH OUR ONLINE ORDERING PROCESS, (B) SIGNING UP FOR A FREE OR PAID PLAN VIA OUR PLATFORM, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1 Service Description

Paperchat provides an innovative cloud-based artificial intelligence platform that delivers intelligent conversational experiences through AI-powered chatbots (the "Service"). Our Service leverages cutting-edge AI technology to create dynamic, context-aware interactions for customer engagement, support, and sales enablement. Any content, configurations, customizations, or materials that Customers upload, create, or utilize through our Service constitutes "User Submissions." Customers bear full responsibility for all User Submissions they contribute to the Service. Detailed terms regarding User Submissions and ownership rights are outlined in Section 8.2. The Service includes various tools, templates, documentation, and resources designed to enhance the Customer experience ("Paperchat Content"). Customers receive access to the Service functionality but do not obtain rights to the underlying software code or receive copies of the Software itself.

1.2 Customer's Subscription

Under the terms of this Agreement, Customers may acquire subscription access to the Service through ordering processes available on Paperchat's platform that reference this Agreement and specify the business terms for the Customer's subscription ("Order(s)"). Each subscription covers the duration specified in the applicable Order ("Subscription Period"). Access to and use of the Service is limited to individuals authorized by the Customer and is intended solely for the Customer's internal business operations, not for the benefit of any third party ("Users").

1.3 Paperchat's Ownership

Paperchat maintains exclusive ownership of the Service, underlying Software, Paperchat Content, Documentation, and all other materials provided to Customers (collectively, the "Paperchat Materials"). Paperchat retains complete rights, title, and interest (including all intellectual property rights) in and to the Paperchat Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Paperchat.

1.4 Permissions

Our Service includes flexible permission management systems that allow Users to grant specific permissions to other Users for various Service functions ("Permissions"). The Customer bears complete responsibility for setting and managing all Permissions, including determining which Users can establish such Permissions. Paperchat assumes no responsibility for Permission management and accepts no liability for Permissions configured by the Customer and its Users. The Customer may extend Service access to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against Paperchat must be brought by the Customer, not the Affiliate. An "Affiliate" of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where "control" means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

2. Restrictions

2.1 Customer's Responsibilities

The Customer assumes full responsibility for all activities conducted on its account and those of its Users, except in cases where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer must ensure its Users are fully aware of and comply with all obligations and restrictions outlined in this Agreement, and bears responsibility for any breaches committed by a User.

2.2 Use Restrictions

The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Paperchat; (h) test the Service's vulnerability without authorization; (i) use the Service to generate, transmit, or store content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (j) use the Service to impersonate any person or entity or misrepresent affiliation with any person or entity; (k) use the Service to transmit viruses, worms, or other malicious code; (l) use the Service in a manner that could damage, disable, overburden, or impair the Service or interfere with other users' use of the Service. If the Customer's use of the Service significantly harms Paperchat or the Service's security or integrity, Paperchat may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

2.3 API Access Restrictions

Paperchat may provide API access as part of the Service. Paperchat reserves the right to establish and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Paperchat may also suspend or terminate API access at any time.

3. Third-Party Services

Our Service may integrate with various third-party products, services, or applications that are not owned or controlled by Paperchat ("Third-Party Services"), including but not limited to OpenAI's services. Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. When integration with any Third-Party Service is required, customers will be responsible for providing their login credentials to Paperchat solely for the purpose of enabling Paperchat to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. Paperchat does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. Paperchat expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. Paperchat shall not be liable for any issues arising from the use or inability to use Third-Party Services.

4. Financial Terms

4.1 Fees

Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Paperchat reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.

4.2 Payment

Paperchat, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. Paperchat reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that Paperchat has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. Paperchat also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. Paperchat is not responsible for errors or omissions by the Payment Processor. Paperchat reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.

4.3 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If Paperchat is obligated to pay or collect Taxes for which the customer is responsible, Paperchat will invoice the customer for such Taxes unless the customer provides Paperchat with a valid tax exemption certificate.

4.4 Late Payment

If any payment is not received by the due date, Paperchat may suspend or terminate the customer's access to the Service. Late payments will be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5. Term and Termination

5.1 Term

This Agreement commences on the date the Customer first accepts this Agreement and continues until terminated in accordance with this Section 5.

5.2 Termination by Customer

The Customer may terminate this Agreement at any time by providing written notice to Paperchat and discontinuing use of the Service.

5.3 Termination by Paperchat

Paperchat may terminate this Agreement immediately upon written notice if: (a) the Customer breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) the Customer becomes insolvent, files for bankruptcy, or has a receiver appointed; (c) the Customer engages in any activity that Paperchat reasonably believes may harm the Service or other customers.

5.4 Effect of Termination

Upon termination of this Agreement: (a) all rights granted to the Customer under this Agreement will immediately cease; (b) the Customer will immediately discontinue all use of the Service; (c) the Customer will return or destroy all copies of Paperchat Materials in its possession; (d) all Fees owed to Paperchat will become immediately due and payable; (e) Paperchat may delete or destroy all Customer data in accordance with its data retention policies.

6. Warranties and Disclaimers

6.1 Paperchat Warranties

Paperchat warrants that: (a) it has the right to grant the licenses and rights granted under this Agreement; (b) the Service will perform substantially in accordance with the documentation provided by Paperchat; (c) Paperchat will use commercially reasonable efforts to maintain the security of the Service.

6.2 Customer Warranties

The Customer warrants that: (a) it has the right to enter into this Agreement and perform its obligations hereunder; (b) it will use the Service only for lawful purposes and in accordance with this Agreement; (c) it has obtained all necessary consents and permissions for any data it provides to Paperchat; (d) it will not use the Service to violate any third-party rights.

6.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. PAPERCHAT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

6.4 AI Service Disclaimer

The Customer acknowledges that the Service utilizes artificial intelligence technology, including OpenAI's services, and that: (a) AI-generated responses may not always be accurate, complete, or appropriate; (b) the Service may occasionally produce unexpected or incorrect responses; (c) Paperchat does not guarantee the accuracy, reliability, or appropriateness of AI-generated content; (d) the Customer is responsible for reviewing and validating all AI-generated responses before using them; (e) the Customer should not rely solely on AI-generated content for critical decisions or legal matters.

7. Limitation of Liability

7.1 Limitation of Liability

IN NO EVENT SHALL PAPERCHAT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE, EVEN IF PAPERCHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Maximum Liability

PAPERCHAT'S TOTAL LIABILITY TO THE CUSTOMER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO PAPERCHAT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.3 Essential Purpose

THE LIMITATIONS SET FORTH IN THIS SECTION 7 ARE FUNDAMENTAL TO THE AGREEMENT BETWEEN THE PARTIES, AND PAPERCHAT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

8. Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. For Paperchat, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. However, Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party without breaching any duty; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.

8.2 Protection and Use of Confidential Information

The Receiving Party must: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors ("Representatives") who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement; (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and (d) use the Confidential Information solely to fulfill obligations under this Agreement. This does not prevent sharing of Agreement terms or the other party's name with potential investors or buyers under standard confidentiality terms.

8.3 Compelled Access or Disclosure

If required by law, the Receiving Party may access or disclose the Disclosing Party's Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party's expense, if the Disclosing Party wants to contest the disclosure.

8.4 Feedback

Customers may occasionally offer feedback on the Service ("Feedback"). Paperchat may choose to incorporate this Feedback into its services. Customers grant Paperchat a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as Paperchat sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

9. Data

9.1 User Information

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems ("User Information") to access the Service. Customers authorize Paperchat and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to Paperchat for processing as described in this Agreement. Customers are liable for their User Information and any unauthorized use of their credentials.

9.2 User Submissions

Customers grant Paperchat a non-exclusive, worldwide, royalty-free, transferable license to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licenses under this Agreement.

9.3 Service Data

Paperchat collects data on Service performance and operation ("Service Data") as Customers use the Service. Provided Service Data is aggregated and anonymized, without disclosing any personal information, Paperchat can use this data freely. Paperchat owns all rights to Service Data, but will not identify Customers or Users as its source.

9.4 Data Protection

Paperchat maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Nonetheless, Customers are responsible for securing their systems and data. Paperchat processes all Customer Data in accordance with its Privacy Policy and applicable data protection laws.

10. General Terms

10.1 Publicity

With prior written consent from the Customer, Paperchat is allowed to identify the Customer and use and display the Customer's name, logo, trademarks, or service marks on Paperchat's website and in Paperchat's marketing materials. This will help in demonstrating the clientele and user base of Paperchat without compromising any confidential information or privacy rights of the Customer.

10.2 Force Majeure

Paperchat shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving Paperchat's employees), riots, fires, natural disasters, wars, terrorism, or government actions. These circumstances provide a shield for Paperchat against unforeseen events that prevent it from fulfilling its service obligations.

10.3 Changes

Paperchat acknowledges that its service is an evolving, subscription-based product. To enhance customer experience, Paperchat reserves the right to make modifications to the Service. However, Paperchat commits to not materially reducing the core functionality provided to Customers. Furthermore, Paperchat may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently, for example, on the Paperchat website terms page.

10.4 Relationship of the Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Paperchat and the Customer. Both parties are independent contractors, maintaining their respective operations and autonomy while cooperating under the terms laid out in this Agreement.

10.5 No Third-Party Beneficiaries

This Agreement is strictly between Paperchat and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly. This clause clarifies the intended scope of the Agreement, limiting obligations and benefits to the parties involved.

10.6 Email Communications

Notices under this Agreement will be communicated via email, although Paperchat may choose to provide notices through the Service instead. Notices to Paperchat must be directed to ravecapitalHQ@gmail.com, while notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.

10.7 Amendment and Waivers

No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorized representatives of both parties. Neither party's delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must also be in writing and signed by the party granting the waiver.

10.8 Severability

Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect. This clause ensures the Agreement remains operational even if parts of it are modified or removed.

10.9 Assignment

Neither party may assign or delegate their rights or obligations under this Agreement without the other party's prior written consent, except that Paperchat may do so without consent in cases of mergers, acquisitions, corporate reorganizations, or sales of substantially all assets. Any unauthorized assignment will be void. This Agreement binds and benefits the parties, their successors, and permitted assigns.

10.10 Governing Law and Venue

This Agreement will be governed by the laws of the United States, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the state or federal courts in the jurisdiction where Paperchat is located, to which both parties consent to jurisdiction and venue. There is a waiver of any right to a jury trial for disputes arising under this Agreement. The prevailing party in any enforcement action is entitled to recover its reasonable costs and attorney fees.

10.11 Entire Agreement

This Agreement, including any referenced documents and Orders, constitutes the full agreement between Paperchat and the Customer, superseding all prior discussions, agreements, and understandings of any nature. This ensures clarity and completeness in the mutual expectations and obligations of the parties involved.

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Effective Date: January 1, 2025
Version: 1.0