TruePaper AI Terms of Service

These Terms of Service (the Terms) are a binding agreement between you and TruePaper AI Inc., a Delaware corporation with an address at 8 The Green, Ste A, Dover, Delaware 19901, United States (TruePaper, we, us or our). They govern your access to and use of our website, platform, demonstrations and related products and services (collectively, the Offerings).

By selecting “Accept and continue” when these Terms are presented, or by accessing or using an Offering after receiving notice of these Terms, you agree to them. If you do not agree, do not access or use the Offerings.

1. Definitions

• Authorised User means an individual whom a Client permits to access or use the Platform.
• Client means an accounting firm, professional-services firm or other organisation that evaluates, subscribes to or otherwise obtains the Offerings.
• Client Agreement means an order form, master services agreement, subscription agreement, data processing agreement or other written agreement between TruePaper and a Client governing the Offerings.
• Client Data means information, documents, files, records, prompts, corrections and other materials submitted to or connected with the Platform by or for a Client or Authorised User.
• Demonstration means a demonstration, trial presentation or guided walkthrough of the Platform.
• Output means a draft, workpaper, extraction, classification, reconciliation, recommendation, request, report or other result generated by the Platform.
• Personal Data means information or an opinion about an identified individual or an individual who is reasonably identifiable, or other information protected as personal information or personal data under applicable law.
• Platform means TruePaper’s artificial intelligence-enabled platform and related features, applications and services.
• Service Content means the Offerings and the technology, software, workflows, models, interfaces, documentation, Demonstration materials, Website content and other materials we provide, excluding Client Data and Outputs.
• Third-Party Services means third-party applications, identity providers, APIs, infrastructure, artificial intelligence or machine-learning services and other products or services used with or incorporated into the Offerings.
• Website means our websites at https://truepaper.ai and https://portal.truepaperai.com, including their pages and subdomains.

2. Scope and Client Agreements

These Terms govern the Website, Demonstration requests, Demonstrations and each Authorised User’s individual use of the Platform. Commercial access to the Platform is governed by a Client Agreement. If a Client Agreement conflicts with these Terms, the Client Agreement controls for the Client and its Authorised Users.

Website content and Demonstrations are informational unless expressly included in a Client Agreement. Neither these Terms nor a Demonstration requires either party to enter into a Client Agreement or continue commercial discussions.

Our Privacy Policy explains how we handle Personal Data. It is a privacy notice, not part of these Terms. A Client Agreement may include additional privacy, security, confidentiality, data-processing, retention and deletion obligations.

3. Acceptance, eligibility and authority

The Offerings are intended for businesses and professional users acting in the course of a trade, business or profession. They are not offered for personal, domestic or household use. You must be at least 18 years old and legally capable of entering into these Terms.

You accept these Terms on your own behalf. If you use the Platform for a Client, you confirm that the Client has authorised you to access and use it within your assigned role. Accepting these Terms as an Authorised User does not, by itself, mean that you have authority to enter into or amend a Client Agreement or accept commercial obligations for the Client. An organisation is bound only if a person with express authority separately accepts these Terms on its behalf or the organisation enters into a Client Agreement.

4. Accounts and access

You must provide accurate and current account information, keep your credentials confidential, use reasonable measures to prevent unauthorised access and promptly notify us of a suspected compromise. You must not share an individual account unless TruePaper or the applicable Client Agreement expressly permits it.

You are responsible for activity carried out by you or anyone you permit to use your account, including unauthorised activity resulting from your failure to protect your credentials. A Client is responsible for managing its Authorised Users and their permissions as stated in its Client Agreement. Neither you nor a Client is responsible to the extent unauthorised activity was caused by TruePaper’s breach of its obligations.

5. The Platform

The Platform uses artificial intelligence to assist accounting and professional-services firms with document analysis, evidence matching, workpaper preparation and related workflows. It supports, but does not replace, a Client's systems of record unless a Client Agreement states otherwise.

We may update the Offerings as they evolve, subject to the applicable Client Agreement. Any service levels, support commitments or other commercial terms are set out in that agreement.

6. Demonstrations

A Demonstration request does not create a binding obligation. We may accept, decline, condition, reschedule or cancel a request.

Demonstrations must use synthetic or properly redacted information. You must not provide, upload, display or connect real client records, production Client Data or identifiable end-client information during a Demonstration. A Demonstration does not grant access to the Platform unless we separately authorise that access in writing.

TruePaper may record a Demonstration after giving notice and obtaining any consent required by law. Others may record only with our prior written consent.

7. Permitted use and restrictions

Subject to these Terms and any Client Agreement, we grant you a limited, non-exclusive and non-transferable right to access and use the applicable Offerings for your or the Client’s internal business purposes during the period of authorised access.

You must not, and must not enable anyone else to:

• use an Offering unlawfully, fraudulently or in a way that infringes another person’s rights;
• access or attempt to access an account, system, network, data or feature without authorisation;
• interfere with, disrupt or impair an Offering, or introduce malicious code;
• bypass access controls, rate limits, usage limits, safety measures or security mechanisms;
• conduct penetration testing, load testing, vulnerability scanning or other security testing without our prior written permission;
• scrape or crawl the Website, or use automated means to access or copy it, except as we expressly authorise;
• copy, modify, translate, reverse engineer, decompile, disassemble or attempt to derive source code, model weights, system prompts or underlying algorithms, except to the limited extent applicable law prohibits this restriction;
• use the Offerings, Service Content or Demonstration materials to develop, train or improve a competing product or artificial intelligence model; or
• submit material you do not have the right to use or that is unlawful, defamatory, abusive, misleading, infringing or harmful.

8. Client Data

As between TruePaper and the Client, the Client and its licensors retain their rights in Client Data. This is subject to our limited rights in de-identified and aggregated information under Section 9.

The applicable Client Agreement governs the Client’s licence to us. If no Client Agreement applies, then, subject to the separate de-identification rights in Section 9, the person or organisation that lawfully submits Client Data and has authority to permit its processing grants TruePaper, our affiliates and our service providers a worldwide, non-exclusive licence to host, copy, transmit, access, display and otherwise process that Client Data only as reasonably necessary to:

• provide, operate, configure, secure, support and administer the Offerings for the Client;
• follow the Client’s and its Authorised Users’ permitted instructions;
• comply with applicable law and binding legal process; and
• exercise and enforce rights under these Terms and the applicable Client Agreement.

Tax file number information may be handled only as permitted by applicable law, and access is limited to personnel who need it for that permitted purpose.

This licence does not permit us to use raw Client Data to train or improve any product, model or system.

The Client and its Authorised Users must have lawful authority to submit Client Data and instruct us to process it. Authorised Users must use Client Data only within the authority given by the Client.

Return and deletion commitments are governed by the Client Agreement. If none applies, we may delete Client Data after authorised access ends, subject to applicable law and reasonable backup and legal-retention needs. Clients are responsible for retaining any copies they need.

9. De-identified and aggregated information

Subject to applicable law and any stricter Client Agreement, we may create and use statistics, analytics, evaluation data and other information derived from Client Data, Outputs and use of the Platform only after it has been robustly de-identified or aggregated so that no individual, Client or end-client is reasonably identifiable.

We may use that de-identified or aggregated information to analyse, evaluate, secure, develop, train and improve our products, models and systems. It will not include raw Client Data, raw customer documents or Google or Microsoft sign-in data, and we will not attempt to re-identify it. A Client Agreement may further restrict this use.

10. Third-Party Services and artificial intelligence

The Offerings may use or interoperate with Third-Party Services, including artificial intelligence services. We may change providers as the Offerings evolve, subject to applicable law and any Client Agreement. Client-authorised integrations may also be subject to the provider's terms and privacy practices.

Raw Client Data is not used to train general-purpose models. Outputs may be incomplete or inaccurate and must be reviewed before use. Any provider-specific commitments are set out in the applicable Client Agreement.

11. Professional review and no professional advice

TruePaper provides software, not accounting, audit, assurance, superannuation, tax, legal, financial or investment advice, and use of the Offerings does not create a professional or fiduciary relationship with TruePaper.

Outputs are generated from information provided to the Platform and are intended to support, not replace, professional procedures and judgment. Clients and Authorised Users are responsible for reviewing Outputs and for their own decisions and legal and professional obligations.

12. Intellectual property and feedback

TruePaper and our licensors own all rights, title and interest in the Service Content. Except for the limited rights expressly granted in these Terms or a Client Agreement, we reserve all rights in it. Rights in Outputs are governed by the applicable Client Agreement. If no Client Agreement applies, you may use Outputs we expressly provide to you for your internal business purposes, subject to these Terms.

If you voluntarily provide feedback about the Offerings, we may use that feedback for any lawful purpose without payment. This does not expand our rights in Client Data or confidential information, and we will not publicly identify you or the Client through that use without permission.

Neither party may use the other party’s name, logo or marks without prior written consent. Any agreed publicity rights are governed by the applicable Client Agreement.

13. Confidentiality

Each party may receive non-public information from the other that is marked confidential or reasonably should be understood as confidential. The receiving party must use reasonable care to protect it, use it only to evaluate, provide or use the Offerings, and disclose it only to personnel, affiliates, service providers and professional advisers who need it for that purpose and are bound by confidentiality obligations.

These obligations do not apply to information the receiving party can demonstrate:

• is publicly available without breach of an obligation;
• was lawfully known without restriction before receipt;
• was lawfully received from another source without restriction; or
• was independently developed without using the other party’s confidential information.

A party may disclose confidential information when required by law or binding legal process, provided it gives prompt notice where lawful and reasonably assists with protective measures. Confidentiality and security obligations in a Client Agreement control for the Client relationship.

14. Communications

We may send service, security, account, support and transactional communications needed to operate the Offerings. We may send marketing communications as permitted by law and your preferences. You can opt out of promotional email using its unsubscribe method or by contacting us, but you may continue to receive non-promotional communications.

15. Suspension and termination

We may restrict, suspend or terminate access when reasonably necessary and proportionate to address a material breach, unlawful or unauthorised use, non-payment, a security or integrity risk, a legal requirement or a material risk of harm to us or others. Where reasonably practicable, we will give notice before taking action unless immediate action is needed to address a security, legal or operational risk. A Client Agreement controls any additional notice, cure, continuity and data-return obligations.

You may end these Terms by ceasing to use the Website and Demonstrations. Platform termination and the effect of termination are governed by the applicable Client Agreement.

Provisions that by their nature should continue after termination will survive, including provisions concerning restrictions, data rights, ownership, confidentiality, disclaimers, indemnity, liability and disputes.

16. Disclaimers and mandatory rights

To the maximum extent permitted by law, the Offerings, Outputs and Service Content are provided “as is” and “as available”. We do not make warranties or representations not expressly stated in these Terms or a Client Agreement, and we disclaim implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and results to the extent they may lawfully be disclaimed.

We do not promise that the Offerings will be uninterrupted or error-free, or that every defect will be corrected. The Offerings may be affected by internet, infrastructure, Third-Party Service, integration, data, maintenance, regulatory and other events outside our reasonable control.

Nothing in these Terms excludes, restricts or modifies a guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified, including any applicable rights under the Australian Consumer Law.

17. Indemnity

This Section applies only where no Client Agreement governs the matter and an organisation is bound to these Terms as described in Section 3. An Authorised User does not personally assume the Client’s indemnity merely by accepting these Terms to access the Platform.

The Client will defend and indemnify TruePaper, our affiliates and our respective personnel against a third-party claim, and resulting damages, liabilities, costs and reasonable legal fees, to the extent arising directly from:

• Client Data that the Client or its Authorised Users submitted or used without lawful authority, or that infringes a third party’s rights;
• the Client’s material breach of Section 7 or Section 8;
• the Client’s unlawful use of an Offering; or
• the Client’s fraud or wilful misconduct.

The indemnity does not apply to the extent the claim was caused by TruePaper’s breach, negligence or wilful misconduct. We must promptly notify the Client of a claim, give the Client reasonable control of the defence and settlement, and provide reasonable cooperation at the Client’s expense. The Client may not settle a claim in a way that admits fault by or imposes a non-monetary obligation on an indemnified party without that party’s consent, not to be unreasonably withheld.

18. Limitation of liability

A Client Agreement controls all exclusions and limits of liability for paid Platform use. The following fallback applies only where no Client Agreement governs the matter.

To the maximum extent permitted by law, neither party nor its affiliates will be liable under these Terms for indirect, incidental, special, exemplary, punitive or consequential loss, even if advised that it was possible.

To the maximum extent permitted by law, each party’s and its affiliates’ total aggregate liability arising out of or relating to these Terms will not exceed the greater of USD 100 and the fees paid to TruePaper for the applicable Offering during the 12 months before the event giving rise to liability. This limit does not apply to payment obligations, fraud or wilful misconduct, or liability that cannot lawfully be limited.

19. Events outside reasonable control

Neither party is liable for delay or failure caused by an event beyond its reasonable control to the extent the affected party could not reasonably prevent or overcome its effects. The affected party must take reasonable steps to minimise the delay and resume performance.

This Section does not excuse payment obligations already due or liability that cannot lawfully be excluded. Client Agreement provisions concerning business continuity, disaster recovery and force majeure control for the Client relationship.

20. Changes to these Terms

We may update these Terms to reflect changes to the Offerings, our practices or applicable law. Changes apply prospectively from the stated effective date. We will provide reasonable notice of material changes, and we may require you to accept an updated version before continuing to use the Platform.

An update does not amend a Client Agreement or apply retrospectively. Any materially different use of raw Client Data remains subject to the applicable Client Agreement, Client instructions and law.

21. Governing law and courts

Subject to any Client Agreement and mandatory law that applies despite this Section, these Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Each party submits to the non-exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising from these Terms or the Offerings.

This Section does not prevent a party from exercising a non-waivable right to bring proceedings in another forum under applicable law or from seeking urgent interim relief in any court with jurisdiction.

22. Notices

Legal notices to TruePaper under these Terms must be in writing and sent either by email to hello@truepaper.ai or by mail to TruePaper AI Inc., 8 The Green, Ste A, Dover, Delaware 19901, United States. We may send notices to the email address associated with your account or otherwise provided to us. A notice is effective when received or, for an electronic notice, when it becomes reasonably capable of being retrieved, unless applicable law requires otherwise.

Privacy requests and complaints should be sent to privacy@truepaper.ai as described in our Privacy Policy.

23. General

Assignment. Neither party may assign these Terms without the other party’s prior written consent, which must not be unreasonably withheld. TruePaper may assign these Terms to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of the relevant business or assets, provided the assignee assumes TruePaper’s obligations. A Client Agreement controls assignment of the Client relationship.

Independent parties. These Terms do not create a partnership, joint venture, agency, franchise, employment, professional, fiduciary or other special relationship.

Severability. If a provision is unenforceable, it will be modified only to the minimum extent necessary or severed, and the remaining provisions will continue in effect.

Waiver. A failure or delay to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

Entire agreement and order of precedence. These Terms are the entire agreement between you and TruePaper concerning individual use of the Website and Demonstrations, and individual access to the Platform, except for terms expressly incorporated into them. The Privacy Policy is a notice and is not incorporated into these Terms. A Client Agreement is a separate agreement and controls commercial Platform use and any conflict with these Terms.

No third-party beneficiaries. Except for indemnified parties where Section 17 expressly provides otherwise, these Terms do not give enforcement rights to any third party.

Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation”. A reference to law includes its amendments and replacements.

24. Contact

TruePaper AI Inc., 8 The Green, Ste A, Dover, Delaware 19901, United States

hello@truepaper.ai