1. Definitions

For the purposes of this Agreement:

• “Software” means the Doclayer platform, APIs, and all related services for document processing, extraction, and analysis.
• “AI Services” means the artificial intelligence, machine learning, and natural language processing capabilities provided through the Software.
• “Third-Party AI Providers” means external artificial intelligence service providers whose models and APIs are integrated into the Software, including but not limited to OpenAI, Anthropic, Google, and other AI model providers.
• “Input Data” means any documents, text, images, or other content you upload or submit to the Software for processing.
• “Output” means any extracted data, analysis results, structured information, or other content generated by the Software from your Input Data.
• “Processing” means any operation performed on data, including extraction, analysis, transformation, storage, and transmission.

2. Grant of License

Subject to the terms of this Agreement and payment of applicable fees, Doclayer Ltd (“Licensor”) grants you (“Licensee”) a non-exclusive, non-transferable, limited license to access and use the Software solely for your internal business purposes. This license includes the right to:

• Submit Input Data for processing through the AI Services
• Receive and use Outputs generated from your Input Data
• Access the Software via provided APIs and interfaces
• Integrate the Software with your internal systems as documented

3. AI Services and Third-Party Providers

3.1 Use of Third-Party AI Models

You acknowledge and agree that the Software utilizes AI models and services from Third-Party AI Providers to deliver its functionality. Your Input Data may be transmitted to these providers for processing. By using the Software, you also agree to comply with the terms of service and acceptable use policies of applicable Third-Party AI Providers, including:

• OpenAI Usage Policies
• Anthropic Acceptable Use Policy
• Google Cloud AI Terms of Service
• Any other applicable third-party terms

3.2 AI Output Accuracy

You acknowledge that AI Services may produce Outputs that are inaccurate, incomplete, or contain errors. AI-generated Outputs should not be relied upon as the sole basis for legal, financial, medical, or other critical decisions without independent verification. Licensor does not guarantee the accuracy, reliability, or fitness for purpose of any AI-generated Output.

3.3 No Guarantee of AI Availability

Third-Party AI Providers may modify, deprecate, or discontinue their services at any time. Licensor will make reasonable efforts to maintain service continuity but does not guarantee uninterrupted access to specific AI models or capabilities.

4. Data Processing and Privacy

4.1 Your Data Ownership

You retain all rights, title, and interest in your Input Data. You grant Licensor a limited, non-exclusive license to process your Input Data solely as necessary to provide the Software and AI Services.

4.2 Data Transmission to Third Parties

To provide AI Services, your Input Data may be transmitted to Third-Party AI Providers. You consent to such transmission and acknowledge that:

• Data may be processed on servers located outside your jurisdiction
• Third-Party AI Providers have their own data handling and retention policies
• We select providers with enterprise-grade security and privacy commitments
• We use API configurations that minimize data retention by Third-Party AI Providers where available

4.3 Data Retention

Licensor retains Input Data and Outputs only as long as necessary to provide the Services, unless:

• You request extended retention for your business purposes
• Required by applicable law or regulation
• Necessary for dispute resolution or legal proceedings

4.4 No Training on Your Data

Licensor does not use your Input Data or Outputs to train, improve, or develop AI models unless you provide explicit written consent. We configure Third-Party AI Provider APIs to opt out of training data collection where such options are available.

4.5 Confidentiality

Licensor will treat your Input Data as confidential and will not disclose it to third parties except as necessary to provide the Services (including transmission to Third-Party AI Providers) or as required by law.

5. Acceptable Use Policy

You agree not to use the Software to:

• Process illegal content or content that violates third-party rights
• Generate content that is harmful, abusive, threatening, or harassing
• Attempt to extract, reverse-engineer, or replicate the underlying AI models
• Circumvent usage limits, quotas, or access controls
• Process data in violation of applicable data protection laws (including GDPR, CCPA, etc.)
• Submit Input Data containing sensitive personal information without proper legal basis
• Use Outputs in a manner that could cause harm to individuals or organizations
• Misrepresent AI-generated Outputs as human-generated content where such distinction is material
• Use the Software for automated decision-making that produces legal or similarly significant effects on individuals without appropriate human oversight
• Violate the acceptable use policies of any Third-Party AI Providers

6. Restrictions

In addition to the Acceptable Use Policy, you may not:

• Copy, modify, or distribute the Software except as expressly permitted
• Reverse engineer, decompile, or disassemble the Software or AI Services
• Sublicense, lease, rent, or lend the Software to third parties
• Use the Software to build a competing product or service
• Remove or alter any proprietary notices or labels on the Software
• Use the Software in violation of applicable laws or regulations
• Attempt to access AI models directly, bypassing the Software's interfaces
• Use automated means to exceed rate limits or quotas

7. Output Ownership and Usage Rights

7.1 Ownership of Outputs

Subject to the underlying rights in your Input Data, you own the Outputs generated from your Input Data through the Software. However, this ownership is subject to:

• Any applicable terms of Third-Party AI Providers regarding AI-generated content
• The limitations and disclaimers set forth in this Agreement
• Any restrictions imposed by applicable intellectual property laws

7.2 No Exclusive Rights to Outputs

You acknowledge that similar or identical Outputs may be generated for other users who submit similar Input Data. Licensor does not guarantee the uniqueness or exclusivity of any Output.

8. Intellectual Property

The Software, including all AI models, algorithms, interfaces, and documentation, and all copies thereof are proprietary to Licensor and/or its Third-Party AI Providers. All rights in the Software not specifically granted in this Agreement are reserved. The Software is protected by copyright, trade secret, and other intellectual property laws and treaties.

9. Subscription and Fees

Access to the Software requires a valid subscription. Fees are based on your selected tier and usage, as described on our Pricing page. Fees are non-refundable except as expressly stated in the applicable order form or subscription agreement. Usage of AI Services may incur additional charges based on volume and complexity of processing.

10. Security

Licensor implements reasonable technical and organizational measures to protect your Input Data and Outputs, including encryption in transit and at rest, access controls, and regular security assessments. However, no system is completely secure, and Licensor cannot guarantee absolute security.

11. Warranty Disclaimer

THE SOFTWARE AND AI SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OR (D) ANY SPECIFIC AI MODEL OR CAPABILITY WILL REMAIN AVAILABLE.

12. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR USE OF OR INABILITY TO USE THE SOFTWARE; (B) ANY INACCURACIES OR ERRORS IN AI-GENERATED OUTPUTS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (D) ACTIONS OR INACTIONS OF THIRD-PARTY AI PROVIDERS; OR (E) ANY OTHER MATTER RELATING TO THE SOFTWARE.

LICENSOR'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Software; (b) your Input Data; (c) your violation of this Agreement; or (d) your violation of any rights of a third party.

14. Term and Termination

This Agreement is effective until terminated. Either party may terminate this Agreement upon thirty (30) days' written notice. Licensor may terminate this Agreement immediately upon written notice if you breach any provision, including the Acceptable Use Policy. Upon termination:

• Your access to the Software will be revoked
• You must cease all use of the Software and Outputs
• Licensor may delete your Input Data and Outputs after a reasonable retention period
• Provisions that by their nature should survive termination will survive

15. Compliance and Export Controls

You are responsible for ensuring your use of the Software complies with all applicable laws, including data protection regulations (such as GDPR, CCPA), export control laws, and any industry-specific requirements. You may not use the Software in countries or territories subject to comprehensive sanctions.

16. Changes to the Agreement

Licensor may modify this Agreement at any time by posting the revised terms on its website. Material changes will be communicated via email or in-product notification at least thirty (30) days before taking effect. Your continued use of the Software after changes take effect constitutes acceptance of the modified terms.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements and understandings.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.
• Assignment: You may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement without restriction.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including failures of Third-Party AI Providers.