Master Service Agreement (MSA)

Effective Date: May 10, 2026 Document Version: May 2026 Legally Binding Original Language: English

Important Notice

This Master Service Agreement applies exclusively to business customers (B2B). PaperOffice does not offer Services to consumers within the meaning of consumer protection legislation. By accepting this Agreement, Customer represents and warrants that it is acting in the course of a business, trade, profession, or commercial activity.

This Agreement constitutes the legally binding contract between Customer and PaperOffice. The English-language version of this Agreement is the sole authoritative and legally binding version. The Agreement Documents are provided in English only; localized pages may provide navigation or explanatory notices for convenience, but they do not create translated contractual versions.

1. Parties and Scope

1.1 The Parties

This Master Service Agreement (the "Agreement" or "MSA") is entered into between:

PAPEROFFICE ENTERPRISE OPERATIONS, S.L.U. CIF B71542294 Calle Cataluña 8, Planta 4, Bajo 31006 Pamplona (Navarra) Spain Email: legal@paperoffice.ai

(hereinafter referred to as "PaperOffice", "we", "us", or "our")

and

the business entity that registers for and uses the Services (hereinafter referred to as "Customer", "you", or "your").

1.2 Document Architecture

This MSA is the master legal framework. The complete contractual relationship between the Parties consists of this MSA together with the following supplemental documents, each of which is incorporated into and forms an integral part of this Agreement (collectively, the "Agreement Documents"):

Service Description — describing the Services made available
Pricing and Billing Terms — describing fees, credits, wallet, and payment mechanics
Acceptable Use Policy (AUP) — describing prohibited and restricted use
Service Level Agreement (SLA) — describing availability and support response targets
Support Terms — describing the time-and-materials support model
AI Acceptable Use and Output Disclaimer — describing AI-specific terms
Data Processing Agreement (DPA) — generated on demand via the in-platform Compliance Package generator and incorporated by reference upon execution
Sub-Processor List — generated as part of the in-platform Compliance Package
Any Order Form or Quote signed or accepted electronically by Customer

In the event of any conflict between the Agreement Documents, the order of precedence shall be: (1) any executed Order Form or Quote, (2) the DPA where matters of personal data processing are concerned, (3) this MSA, (4) the Pricing and Billing Terms, (5) the SLA, (6) the Support Terms, (7) the AI Acceptable Use and Output Disclaimer, (8) the Service Description, (9) the AUP.

1.3 Acceptance and Effective Date

By registering for an account, accessing the Services, executing an Order Form, or otherwise indicating acceptance of this Agreement (including by clicking "I accept" or equivalent), Customer agrees to be bound by this Agreement. The Agreement becomes effective on the earliest of: (i) the date Customer first registers for an account, (ii) the date of execution of an Order Form, or (iii) the date Customer first accesses or uses the Services (the "Effective Date").

By accepting this Agreement, Customer represents and warrants that: (a) it is a legal entity duly incorporated, validly existing, and in good standing under the laws of its jurisdiction; (b) it is acting in the course of its business, trade, profession, or commercial activity and is not a consumer; (c) the individual accepting this Agreement on Customer's behalf has full legal authority to bind Customer; and (d) Customer's use of the Services will not violate any applicable law or regulation.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Section 2 shall have the meanings ascribed to them elsewhere in the Agreement Documents.

"Account" means the account created by Customer to access and use the Services, identified by a unique account owner ID.

"Account Owner" means the natural person or legal entity holding administrative control over the Account.

"Acceptable Use Policy" or "AUP" means the policy describing prohibited and restricted use of the Services, as published and updated from time to time.

"AI Output" means any output generated by AI models, large language models, agentic workflows, tool flows, MCP-based interactions, or any probabilistic system forming part of the Services.

"API" means the application programming interface made available by PaperOffice to allow programmatic interaction with the Services.

"Authorized User" means a natural person authorized by Customer to access and use the Services on Customer's behalf.

"Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

"Credit" or "Credits" means the internal unit of consumption used by PaperOffice to meter usage of the Services. For standard Wallet accounting, one (1) Credit corresponds to a reference value of zero point zero zero one Euros (€0.001). Plan-specific overage rates, discounts, markups, or published price-list rates may apply as stated in the Pricing and Billing Terms, an Order Form, or the in-platform billing UI.

"Customer Data" means any data, content, files, documents, prompts, configurations, or other materials uploaded, transmitted, or otherwise made available to the Services by Customer or any Authorized User.

"Defect" means a reproducible failure of the Services to materially conform to the published technical specifications and documented behavior. For the avoidance of doubt and as set forth in Section 9 and the AI Acceptable Use and Output Disclaimer, probabilistic outputs of AI models, large language models, agentic workflows, MCP tool flows, or any AI-driven feature do not constitute a Defect, and a single non-reproducible occurrence does not constitute a Defect.

"Documentation" means the technical documentation, guides, API references, and product information made available by PaperOffice at https://docs.paperoffice.ai or otherwise.

"Effective Date" has the meaning set forth in Section 1.3.

"Fees" means all amounts payable by Customer under this Agreement, including subscription fees, usage fees, support fees, and any other charges.

"MCP" or "Model Context Protocol" means the open protocol standard used by PaperOffice's MCP Server to allow third-party AI clients (including but not limited to Claude, ChatGPT, Cursor, Gemini) to interact with the Services.

"Order Form" or "Quote" means a written or electronic document signed or accepted by Customer that specifies the Services subscribed to, the applicable Fees, the term, and any additional commercial terms.

"Plan" or "Subscription Plan" means the tiered subscription package selected by Customer (e.g., Basic, Premium, Ultra, or any successor or additional plan made available by PaperOffice).

"Services" means the cloud-based document management, AI processing, automation, agentic workflow, MCP, API, and related services made available by PaperOffice under any Subscription Plan or otherwise, as more particularly described in the Service Description.

"Subscription Term" means the period during which Customer is entitled to use the Services under a given subscription, as specified in the relevant Order Form or Plan selection.

"Tier" or "AI Tier" means the AI processing tier selected by Customer for a given workflow, agent, or feature (e.g., Basic, Premium, Ultra), each of which uses different underlying AI models with different cost, capability, and reliability characteristics.

"Tool Flow" means a sequence of API or MCP tool calls executed by an agentic workflow, including but not limited to multi-step compositions of PaperOffice's 400+ tools.

"Wallet" or "Account Balance" means the prepaid monetary balance held in Customer's Account from which Fees and consumption-based charges are deducted, as further described in the Pricing and Billing Terms.

"Workflow" means an automated sequence of operations configured by Customer using PaperOffice's workflow designer, prompt studio, or related tools.

3. Grant of Rights and Service Provision

3.1 License

Subject to Customer's compliance with this Agreement and timely payment of all Fees, PaperOffice hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

3.2 Reservation of Rights

All rights not expressly granted to Customer under this Agreement are reserved by PaperOffice and its licensors. No title, ownership interest, or implied license is transferred to Customer. Customer acknowledges that the Services and all related intellectual property remain the sole and exclusive property of PaperOffice or its licensors.

3.3 Authorized Users

Customer may authorize natural persons within its organization (Authorized Users) to access and use the Services on Customer's behalf, subject to the seat limits or user limits set forth in the applicable Plan or Order Form. Customer is fully responsible for: (a) all acts and omissions of its Authorized Users as if they were Customer's own; (b) ensuring that each Authorized User complies with this Agreement and the AUP; and (c) the security of all credentials issued to Authorized Users.

3.4 Service Modifications

PaperOffice reserves the right, in its sole discretion, to modify, enhance, replace, restrict, or discontinue any feature, function, model, AI Tier, API endpoint, MCP tool, or component of the Services at any time, provided that such modifications do not materially diminish the core functionality available under Customer's then-current Plan during the then-current Subscription Term. Modifications that materially diminish core functionality will be communicated to Customer with reasonable advance notice and, where such modifications are unacceptable to Customer, Customer may terminate the affected Subscription as set forth in Section 11.

3.5 Beta and Experimental Features

From time to time, PaperOffice may make beta, preview, experimental, or "early access" features available. Such features are provided "AS IS" without any warranty of any kind, may be unstable, may be modified or removed at any time, and are not subject to any service level commitment. Customer's use of beta features is voluntary and at Customer's sole risk.

4. Customer Responsibilities

4.1 Lawful Use

Customer shall use the Services only for lawful business purposes and in compliance with all applicable laws, regulations, and the AUP. Customer is solely responsible for: (a) the legality, accuracy, and appropriateness of all Customer Data; (b) obtaining all necessary rights, consents, and authorizations to upload and process Customer Data through the Services; (c) the use, output, and consequences of any AI Output, Workflow, or Tool Flow Customer configures or executes; and (d) complying with all sector-specific regulations applicable to Customer's industry (including but not limited to GoBD, HIPAA where applicable via separate addendum, financial services regulations, healthcare regulations).

4.2 Security and Credentials

Customer shall maintain the security and confidentiality of all credentials, API keys, MCP tokens, and access keys issued to Customer or its Authorized Users. Customer shall promptly notify PaperOffice of any actual or suspected unauthorized access, security breach, or compromise of credentials. Customer is fully responsible for all activity occurring under its Account, regardless of whether such activity was authorized by Customer.

4.3 Tier Selection and Workflow Configuration

Customer is solely responsible for selecting an appropriate AI Tier, configuring Workflows, designing Tool Flows, and selecting prompts and parameters. Customer acknowledges that:

(a) Different AI Tiers have different capabilities, reliability characteristics, and cost profiles; (b) Selecting a lower Tier for a complex Workflow or Tool Flow may result in unreliable, incomplete, or unexpected output; (c) PaperOffice may provide non-binding recommendations regarding Tier selection, but the final selection and all consequences thereof are Customer's responsibility; (d) The behavior of agentic AI, large language models, and Tool Flows is inherently probabilistic and cannot be deterministically guaranteed.

4.4 No Reverse Engineering, No Competing Use

Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, training data, weights, or underlying algorithms of the Services; (b) circumvent any technical limitations, rate limits, or security controls; (c) use the Services or any AI Output to develop, train, fine-tune, evaluate, or improve any competing product, service, or AI model; (d) resell, sublicense, redistribute, or make the Services available to third parties except as expressly permitted under a separate reseller, OEM, or partner agreement; (e) use the Services for benchmarking, competitive analysis, or comparative testing without PaperOffice's prior written consent; (f) introduce malware, viruses, or harmful code; (g) use automated scraping, crawling, or data harvesting beyond the documented API rate limits; (h) impersonate any person or entity or misrepresent affiliation.

4.5 Customer Data Backup

Customer is responsible for maintaining its own backups of Customer Data outside the Services where such backups are required by Customer's business or regulatory obligations. While PaperOffice maintains industry-standard backup and redundancy procedures, the Services are not a substitute for Customer's independent backup strategy.

5. Customer Data and Intellectual Property

5.1 Customer Data Ownership

As between the Parties, Customer retains all right, title, and interest in and to Customer Data. PaperOffice claims no ownership of Customer Data.

5.2 License to Customer Data

Customer hereby grants PaperOffice a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely to the extent necessary to: (a) provide, maintain, and improve the Services; (b) perform the obligations and exercise the rights under this Agreement; (c) comply with applicable law and valid legal process; (d) prevent fraud, abuse, security incidents, and violations of the AUP; and (e) generate aggregated, anonymized statistics that do not identify Customer or any individual.

PaperOffice will not use Customer Data to train, fine-tune, or otherwise improve general-purpose AI models made available to other customers, except: (a) with Customer's express prior written consent; (b) where Customer Data has been irreversibly de-identified and aggregated such that no individual or Customer can be identified; or (c) to the extent strictly necessary to provide a feature explicitly requested by Customer (such as Customer-specific fine-tuning).

5.4 PaperOffice Intellectual Property

The Services, including all software, models, weights, documentation, branding, and underlying technology, are and shall remain the exclusive property of PaperOffice and its licensors. All goodwill arising from use of the PaperOffice trademarks inures exclusively to PaperOffice. Customer acknowledges that PaperOffice has been continuously developing document management technology since 2002 and holds significant proprietary know-how, trade secrets, and intellectual property rights.

5.5 Feedback

If Customer provides feedback, suggestions, ideas, or improvements regarding the Services ("Feedback"), Customer hereby grants PaperOffice a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and incorporate the Feedback into the Services without any obligation of compensation, attribution, or confidentiality.

5.6 AI Output Ownership

As between the Parties, Customer owns the AI Output generated specifically in response to Customer's prompts and inputs, subject to: (a) the underlying intellectual property rights of PaperOffice and its licensors in the models, infrastructure, and algorithms; (b) the limitation that AI Output may not be unique to Customer (similar prompts from other customers may yield similar output); (c) Customer's obligations under Section 4.1 regarding lawful use; and (d) the disclaimers in Section 9 and the AI Acceptable Use and Output Disclaimer.

6. Fees, Payment, and Wallet

6.1 Fees and Pricing

Customer shall pay all Fees applicable to its selected Plan and consumption of the Services as set forth in the Pricing and Billing Terms, the applicable Order Form, or the published price list at https://paperoffice.ai/en/pricing/ or any successor URL. All Fees are stated and payable in Euros (EUR), exclusive of all applicable value-added taxes (IVA / USt. / VAT) and other taxes, which shall be added at the rate applicable on the date of invoice.

6.2 Payment Terms

Subscription Fees are billed in advance on a monthly or annual basis depending on the selected billing cycle. Usage-based charges, support charges, and other consumption-based Fees are deducted from Customer's Wallet in accordance with the Pricing and Billing Terms. All amounts are due upon issuance of invoice or upon deduction from the Wallet, as applicable.

6.3 Wallet and Auto-Recharge

Customer maintains a prepaid Wallet (Account Balance) used to settle consumption-based Fees, including but not limited to Workflow execution, AI processing, MCP tool usage, API calls, and Support Fees. The Wallet operates as follows:

(a) Customer may load funds into the Wallet manually (via SEPA bank transfer, credit card, or redemption code) or automatically via Auto-Recharge, as configured in the Account settings.

(b) Auto-Recharge triggers automatic top-up when the Wallet balance falls below a Customer-defined threshold. Customer authorizes PaperOffice to charge the configured payment method in the configured top-up amount when the threshold is reached.

(c) Wallet balances are denominated in Euros and may be converted to Credits at the prevailing rate of one (1) Credit equals zero point zero zero one Euros (€0.001).

(d) No Refund of Wallet Balance. To the maximum extent permitted by applicable law, Wallet balances are non-refundable. Wallet balances may only be used to consume Services and may not be redeemed for cash, transferred to another customer, or exchanged for any other value. This applies regardless of the reason for non-use, including upon termination or expiration of the Agreement, except where mandatory law requires otherwise.

(e) Expiration of Inactive Wallet Balances. Wallet balances expire and are forfeited if the Account remains inactive (no successful authentication, no Service consumption, and no top-up) for a continuous period of twenty-four (24) months. PaperOffice will provide reasonable advance notice to the Account Owner's registered email before expiration.

(f) Suspension on Insufficient Balance. If Customer's Wallet balance is insufficient to cover ongoing consumption and Auto-Recharge is disabled or fails, PaperOffice may suspend the consumption-based portion of the Services until the Wallet is replenished. Subscription Plan access continues subject to subscription Fees being current.

6.4 Late Payment

Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the original due date until the date of full payment. Customer shall reimburse PaperOffice for all reasonable costs of collection, including attorneys' fees and court costs. PaperOffice may suspend or terminate Customer's access to the Services if any amount remains unpaid for fifteen (15) days or more after the due date.

6.5 Disputed Charges

Customer must provide written notice of any disputed charge to billing@paperoffice.ai within thirty (30) days of the invoice date or the date of Wallet deduction, whichever applies. Charges not disputed within this period shall be deemed accepted and final. Customer's obligation to pay undisputed amounts is not affected by the dispute of other amounts.

6.6 Price Changes

PaperOffice may modify the Fees applicable to any Plan with at least thirty (30) days' advance notice for monthly Plans and at least sixty (60) days' advance notice for annual Plans, with effect from the next renewal. Customer's continued use of the Services after the effective date of the price change constitutes acceptance of the new pricing.

6.7 Taxes

Customer is responsible for all taxes, duties, levies, and similar governmental assessments associated with Customer's use of the Services, except for taxes imposed on PaperOffice's net income. Where Customer is established in a Member State of the European Union and provides a valid VAT identification number, Spanish IVA may be reverse-charged in accordance with the EU VAT directive. Customer is responsible for the validity and currency of its VAT identification number.

7. Term, Renewal, and Termination

7.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term selected by Customer, as specified in the Order Form or Plan selection (the "Initial Term").

7.2 Automatic Renewal

Upon expiration of the Initial Term and each subsequent renewal term, the Subscription shall automatically renew for an additional period equal to the then-current billing cycle (monthly or annual), unless either Party gives written notice of non-renewal in accordance with Section 7.3.

7.3 Termination by Customer

Customer may terminate its Subscription effective at the end of the then-current billing cycle by:

(a) For monthly Subscriptions: providing notice (via the Account self-service interface or written notice to legal@paperoffice.ai) at least one (1) day before the renewal date;

(b) For annual Subscriptions: providing notice at least thirty (30) days before the renewal date.

Termination becomes effective at the end of the then-current paid period. Customer remains liable for all Fees accrued up to and including the effective termination date. No refund of pre-paid Fees will be made for partial periods, except where mandatory law requires otherwise.

7.4 Termination by PaperOffice

PaperOffice may suspend or terminate this Agreement, in whole or in part, with immediate effect and without liability:

(a) If Customer fails to pay any undisputed amount when due and such failure continues for fifteen (15) days after notice;

(b) If Customer materially breaches this Agreement, the AUP, or any Agreement Document, and such breach is not cured within fifteen (15) days after notice (or immediately, where the breach is incurable or involves security, fraud, illegal activity, or material harm to PaperOffice, the Services, or third parties);

(d) If Customer becomes insolvent, files for or has filed against it any bankruptcy or similar proceeding, makes an assignment for the benefit of creditors, or ceases doing business;

(e) For convenience, with sixty (60) days' written notice, in which case Customer's pre-paid unused subscription Fees for the affected period will be refunded on a pro-rata basis (Wallet balances remain subject to Section 6.3(d)).

7.5 Effect of Termination

Upon termination or expiration of this Agreement:

(a) Customer's right to access and use the Services immediately ceases;

(b) PaperOffice will retain Customer Data for thirty (30) days after termination during which Customer may export Customer Data using the available export tools, after which PaperOffice may permanently delete Customer Data without further notice or liability, subject to PaperOffice's legal retention obligations;

(d) Wallet balances are subject to Section 6.3(d) (no refund);

(e) Sections that by their nature should survive termination shall survive, including without limitation Sections 2 (Definitions), 4.4 (No Reverse Engineering), 5 (Customer Data and Intellectual Property), 6.4–6.5 (Late Payment, Disputed Charges), 8 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and 15 (Miscellaneous).

7.6 Suspension Without Termination

PaperOffice may, in its reasonable discretion and without terminating this Agreement, suspend Customer's access to the Services (in whole or in part) where: (a) Customer's use poses a security, performance, or legal risk to PaperOffice, the Services, or other customers; (b) suspected violation of the AUP requires investigation; (c) required by law or governmental authority; (d) due to non-payment as set forth in Section 6.4. PaperOffice will use reasonable efforts to provide notice and to limit the scope and duration of any suspension.

8. Confidentiality

8.1 Confidentiality Obligations

Each Party (the "Receiving Party") shall: (a) hold the Confidential Information of the other Party (the "Disclosing Party") in strict confidence; (b) use such Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (c) protect such Confidential Information with the same degree of care as it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; and (d) not disclose Confidential Information to any third party except to Receiving Party's employees, contractors, advisors, and affiliates who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

8.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

8.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order or other appropriate remedy.

8.4 Duration

The confidentiality obligations in this Section 8 shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

9. Disclaimers and Warranties

9.1 General Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL FEATURES, AI OUTPUTS, MODELS, WORKFLOWS, TOOL FLOWS, MCP INTEGRATIONS, API ENDPOINTS, DOCUMENTATION, AND ANY RELATED MATERIALS, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

PAPEROFFICE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9.2 No Warranty of AI Output

CUSTOMER ACKNOWLEDGES AND AGREES THAT AI OUTPUTS ARE INHERENTLY PROBABILISTIC, NON-DETERMINISTIC, AND MAY CONTAIN INACCURACIES, ERRORS, FABRICATIONS, BIASES, OR INCOMPLETE INFORMATION. PaperOffice makes no warranty that AI Outputs will be accurate, complete, current, suitable for any particular purpose, free from errors or hallucinations, consistent across invocations, or fit for use in any specific business, legal, regulatory, medical, financial, or safety-critical context. Customer is solely responsible for reviewing, validating, and accepting or rejecting AI Outputs before relying on them or using them for any purpose. The AI Acceptable Use and Output Disclaimer further details these terms.

9.3 No Warranty of Uninterrupted Service

PaperOffice does not warrant that the Services will be uninterrupted, error-free, or free from harmful components. Customer acknowledges that internet-based services are subject to outages, latency, and disruptions outside PaperOffice's control. Service availability targets are set forth in the SLA, and the remedies set forth there (where applicable) are Customer's sole and exclusive remedy for unavailability.

9.4 Customer Responsibility for Compliance

Customer acknowledges that the Services are general-purpose business tools and are not certified for, designed for, or warranted as suitable for use in High-Risk Activities. "High-Risk Activities" means activities where the use, malfunction, or failure of the Services could reasonably be expected to lead to death, personal injury, severe physical or environmental damage, or critical safety-of-life decisions, including without limitation: nuclear facilities, air traffic control, life support systems, weapons systems, medical diagnosis or treatment without qualified human review, autonomous vehicle operation, or critical infrastructure control. Customer shall not use the Services for High-Risk Activities, and PaperOffice expressly disclaims all liability arising from any such use.

9.5 No Legal, Financial, Medical, or Tax Advice

The Services and any AI Output do not constitute legal, financial, medical, tax, or other professional advice. Customer should obtain independent professional advice before relying on any AI Output in connection with any decision having legal, financial, medical, tax, or other professional consequences.

9.6 Third-Party Services and Integrations

The Services may include integrations with, links to, or dependencies on third-party services, APIs, models, or content (including but not limited to MCP clients, payment processors, third-party AI providers, and storage providers). PaperOffice does not control and is not responsible for any third-party services, and Customer's use of any third-party service is governed by the terms of the relevant third-party provider. PaperOffice disclaims all liability for any third-party service.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA OR DATA RECOVERY COSTS, COSTS OF SUBSTITUTE PROCUREMENT, OR BUSINESS INTERRUPTION, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ON WHICH SUCH CLAIM IS BASED, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAPEROFFICE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY (WHETHER CONTRACTUAL, TORTIOUS, STATUTORY, OR OTHERWISE), SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PAPEROFFICE FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND EUROS (€1,000).

10.3 Exclusions from Liability Cap

The limitations in Sections 10.1 and 10.2 shall not apply to the extent prohibited by applicable mandatory law. Without limiting the generality of the foregoing, the following shall fall outside the scope of the limitations only to the extent applicable mandatory law renders such limitations unenforceable: (a) liability for intentional misconduct or fraud; (b) liability that cannot be limited or excluded under applicable mandatory consumer protection or product liability legislation; and (c) liability for personal injury or death caused by negligence where such limitation is prohibited.

10.4 Customer Indemnity Cap

For the avoidance of doubt, the limitations in Section 10.2 do not apply to: (a) Customer's payment obligations under Section 6; (b) Customer's indemnification obligations under Section 12.2; or (c) Customer's breach of Sections 4.4 (No Reverse Engineering), 5 (Customer Data and Intellectual Property), or 8 (Confidentiality).

10.5 Independent Limitation

The limitations in this Section 10 are fundamental elements of the basis of the bargain between the Parties and shall apply notwithstanding the failure of essential purpose of any limited remedy. Customer acknowledges that the Fees reflect the allocation of risk set forth herein and that PaperOffice would not enter into this Agreement without these limitations.

10.6 Time Limit on Claims

To the maximum extent permitted by applicable law, any claim arising out of or related to this Agreement must be brought within twelve (12) months after the cause of action accrues, or be permanently barred.

11. Modifications to the Agreement

11.1 Right to Modify

PaperOffice may modify this Agreement, including any Agreement Document, from time to time. Modifications take effect as follows:

(a) Material modifications (modifications that materially increase Customer's obligations or materially decrease Customer's rights) take effect thirty (30) days after notice to the Account Owner's registered email or in-product notification, except that material modifications required by law, regulation, or to address a security or fraud issue may take effect immediately.

(b) Non-material modifications (including clarifications, formatting changes, addition of new optional features, updates to Sub-Processor Lists, and similar) take effect upon publication.

11.2 Customer's Right to Reject Material Modifications

If Customer objects to a material modification, Customer's sole remedy is to terminate the affected Subscription effective at the end of the then-current billing cycle by providing notice within thirty (30) days after notice of the modification. Continued use of the Services after the effective date of a material modification constitutes acceptance.

11.3 No Verbal Modifications

No modification of this Agreement is binding unless made via the mechanisms in Section 11.1 or via a written amendment signed by authorized representatives of both Parties. No statement by any sales, support, or other PaperOffice representative constitutes a modification of this Agreement.

12. Indemnification

12.1 PaperOffice Indemnification

To the maximum extent permitted by applicable law, PaperOffice shall defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with this Agreement, directly infringe a valid and enforceable intellectual property right of such third party in the European Union, and shall indemnify Customer against damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement, subject to the limitations in Section 10.2 and the conditions in Section 12.3.

PaperOffice's obligations under this Section 12.1 do not apply to claims arising from: (a) Customer Data or any third-party content; (b) Customer's modifications, configurations, or combinations with non-PaperOffice technology; (c) Customer's use of the Services in violation of this Agreement, the AUP, or applicable law; (d) AI Output (which is governed by Section 9 and the AI Acceptable Use and Output Disclaimer); (e) beta or experimental features; or (f) Customer's continued use of the Services after notice that an alleged infringement is possible.

If Customer's use of the Services is enjoined or, in PaperOffice's reasonable opinion, likely to be enjoined due to an infringement claim, PaperOffice may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate the affected Services and refund any pre-paid unused subscription Fees on a pro-rata basis. The foregoing constitutes PaperOffice's sole and exclusive liability, and Customer's sole and exclusive remedy, for any third-party intellectual property infringement claim.

12.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless PaperOffice and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all third-party claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or any third-party content uploaded, processed, or made available through the Services by Customer or its Authorized Users; (b) Customer's use of the Services in violation of this Agreement, the AUP, or applicable law; (c) AI Output, Workflows, Tool Flows, or any actions taken by Customer or third parties in reliance on AI Output; (d) Customer's selection of an inappropriate AI Tier or workflow configuration; (e) any claim that Customer's products, services, or business processes infringe, misappropriate, or violate the rights of any third party; (f) Customer's breach of Sections 4 (Customer Responsibilities), 5.2 (License to Customer Data), or 8 (Confidentiality); (g) any breach of representations or warranties made by Customer; or (h) any tax obligations of Customer.

12.3 Indemnification Procedure

The Party seeking indemnification shall: (a) promptly notify the indemnifying Party in writing of the claim; (b) tender sole control of the defense and settlement to the indemnifying Party (provided that no settlement requiring an admission of liability or non-monetary obligation may be made without the indemnified Party's consent, not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense at the indemnifying Party's expense. Failure to provide prompt notice does not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is materially prejudiced.

13. Data Protection and Privacy

13.1 Compliance with Data Protection Laws

Each Party shall comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR — Regulation (EU) 2016/679), the Spanish Organic Law on Data Protection (LOPDGDD), and equivalent laws of other jurisdictions where the Parties operate.

13.2 Data Processing Agreement

Where PaperOffice processes personal data on behalf of Customer in connection with the Services, the Parties shall enter into a Data Processing Agreement ("DPA") in accordance with Article 28 GDPR. PaperOffice provides a self-service Compliance Package generator within the Services that produces a complete, customer-specific, multi-page PDF document containing: (i) a cover sheet with Customer's contact and contractual data; (ii) the Data Processing Agreement under Article 28 GDPR; and (iii) the Technical and Organizational Measures (TOM) under Article 32 GDPR. Customer may generate this Compliance Package in any of thirty-five (35) supported languages, with the English version being legally binding.

The generated and accepted DPA is hereby incorporated into and forms an integral part of this Agreement. In the event of any conflict between this MSA and the DPA with respect to the processing of personal data, the DPA shall prevail.

13.3 Sub-Processors

PaperOffice may engage sub-processors to provide the Services. The list of current sub-processors is included in the Compliance Package and is updated from time to time. PaperOffice shall: (a) impose contractual obligations on sub-processors equivalent to those imposed on PaperOffice under the DPA; (b) remain liable to Customer for the acts and omissions of its sub-processors to the extent set forth in the DPA; and (c) provide notice of new sub-processors as set forth in the DPA, allowing Customer to object on reasonable grounds.

13.4 International Data Transfers

Where personal data is transferred outside the European Economic Area, PaperOffice shall ensure an adequate level of protection through one of the legally recognized transfer mechanisms (Adequacy Decision, Standard Contractual Clauses, Binding Corporate Rules, or equivalent), as further detailed in the DPA.

14. Compliance with the EU AI Act

14.1 EU AI Act Allocation of Roles

The European Union Artificial Intelligence Act (Regulation (EU) 2024/1689, the "EU AI Act") establishes a regulatory framework for AI systems placed on the EU market. The Parties acknowledge that compliance obligations under the EU AI Act depend on the role each Party plays in relation to a given AI use case.

14.2 PaperOffice as Provider of General-Purpose Components

PaperOffice acts as a provider of general-purpose AI tools, building blocks, and infrastructure (including but not limited to OCR, document understanding, classification, extraction, generative AI capabilities). PaperOffice does not market the Services as a high-risk AI system within the meaning of Annex III of the EU AI Act and disclaims any representation or warranty that the Services are suitable for high-risk use cases without additional assessment, configuration, and human oversight by Customer.

14.3 Customer as Deployer

Where Customer integrates the Services into its own workflows, products, or business processes, Customer assumes the role of "deployer" (and, where Customer materially modifies, fine-tunes, or rebrands the Services, Customer may assume the role of "provider") within the meaning of the EU AI Act. Customer is solely responsible for: (a) determining whether its use case constitutes a high-risk AI system under the EU AI Act; (b) implementing all required risk management, human oversight, transparency, accuracy, robustness, cybersecurity, and documentation measures; (c) registering high-risk systems in the EU database where required; (d) conducting fundamental rights impact assessments where applicable; (e) compliance with prohibited AI practices under Article 5 of the EU AI Act; and (f) all other obligations applicable to deployers or providers of high-risk AI systems.

14.4 Prohibited Practices

Customer shall not use the Services for any practice prohibited under Article 5 of the EU AI Act, including without limitation: subliminal manipulation, exploitation of vulnerabilities, untargeted scraping of facial images for biometric databases, social scoring by public authorities, predictive policing based solely on profiling, emotion recognition in workplaces or educational institutions (except for medical or safety reasons), biometric categorization to deduce sensitive attributes, and real-time remote biometric identification in publicly accessible spaces by law enforcement (except as permitted under strict conditions).

14.5 Cooperation

The Parties shall reasonably cooperate to allocate, implement, and document compliance obligations under the EU AI Act in connection with Customer's specific use case. PaperOffice may, from time to time, publish technical documentation, model cards, system cards, or transparency information regarding the AI components of the Services, which Customer may use as part of its own compliance documentation.

15. Governing Law and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Spain, excluding its conflict-of-laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

15.2 Exclusive Jurisdiction

To the maximum extent permitted by applicable law, the Parties submit to the exclusive jurisdiction of the courts of Pamplona (Navarra), Spain, for any dispute, controversy, or claim arising out of or related to this Agreement, including its interpretation, performance, breach, or termination.

15.3 Language of Proceedings

All disputes, proceedings, and communications relating to this Agreement shall be conducted in English or Spanish at the election of PaperOffice.

15.4 Equitable Relief

Notwithstanding Section 15.2, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or other rights for which monetary damages would be inadequate.

15.5 Mandatory Pre-Litigation Notice

Before commencing any action (other than for equitable relief under Section 15.4), the claiming Party shall provide written notice of the dispute to the other Party at the addresses specified in Section 16.5 and shall use good-faith efforts to resolve the dispute through senior-level negotiation for a period of at least thirty (30) days.

16. Miscellaneous

16.1 Force Majeure

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, war, armed conflict, terrorism, civil unrest, government actions, embargoes, sanctions, strikes, labor disputes, internet or telecommunications failures, third-party service provider outages (including cloud, AI model, or payment provider outages), denial-of-service attacks, or cyber incidents. The affected Party shall use reasonable efforts to mitigate the impact and resume performance.

16.2 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without PaperOffice's prior written consent. Any attempted assignment in violation of this Section is void. PaperOffice may assign this Agreement, in whole or in part, to an affiliate, successor, or acquirer (including in connection with a merger, acquisition, sale of assets, or corporate reorganization) without Customer's consent. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

16.3 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

16.4 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein creates any rights in any third party.

16.5 Notices

All notices under this Agreement shall be in writing and delivered by: (a) email (with confirmation of delivery); (b) recognized international courier; or (c) registered mail. Notices to PaperOffice shall be sent to: PaperOffice Enterprise Operations, S.L.U., Calle Cataluña 8, Planta 4, Bajo, 31006 Pamplona (Navarra), Spain, with email to legal@paperoffice.ai. Notices to Customer shall be sent to the email address on file for the Account Owner. Notices are deemed received: (i) upon successful delivery, if by email; (ii) upon receipt confirmation, if by courier; (iii) five (5) business days after dispatch, if by registered mail.

16.6 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect. If modification is not possible, the invalid provision shall be deemed deleted, and the remainder shall remain enforceable.

16.7 Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the Party against whom it is asserted. No failure or delay by a Party in exercising any right under this Agreement constitutes a waiver of that right.

16.8 Entire Agreement

This Agreement, together with the Agreement Documents and any executed Order Form, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, proposals, representations, and warranties, whether oral or written. No purchase order, vendor portal, or similar document submitted by Customer shall vary the terms of this Agreement, and any conflicting terms therein are expressly rejected.

16.9 Headings

Headings are for convenience only and shall not affect interpretation.

16.10 Counterparts and Electronic Acceptance

This Agreement may be accepted electronically (including by clickwrap, Account registration, or digital signature) and shall be enforceable as if executed in original written form. Each electronic acceptance shall be deemed an original.

16.11 Export Control and Sanctions

Customer represents and warrants that it is not subject to, and shall not use the Services in violation of, any applicable export control or sanctions laws, including those of the European Union, Spain, the United Kingdom, the United States, and the United Nations. Customer shall not permit access to the Services from any country, region, or person subject to applicable embargoes or sanctions.

16.12 Anti-Corruption

Each Party represents that it complies with all applicable anti-corruption and anti-bribery laws, including the Spanish Criminal Code provisions on corruption, the EU anti-corruption framework, and equivalent laws of jurisdictions where it operates.

16.13 Language of Agreement

The English-language version of this Agreement is the legally binding original and shall prevail in the event of any conflict, ambiguity, or discrepancy with any translation. Translations into other languages, where provided, are convenience translations only and have no legal force in case of conflict with the English version.

16.14 Order of Precedence Within This MSA

In the event of conflict within this MSA, the more specific provision shall prevail over the more general. Where two provisions of equal specificity conflict, the provision more protective of PaperOffice's interests shall prevail, except to the extent applicable mandatory law dictates otherwise.

Contact

PAPEROFFICE ENTERPRISE OPERATIONS, S.L.U. CIF: B71542294 Calle Cataluña 8, Planta 4, Bajo 31006 Pamplona (Navarra), Spain

Legal: legal@paperoffice.ai Billing: billing@paperoffice.ai Privacy: privacy@paperoffice.ai Support: https://portal.paperoffice.ai/paperoffice

Last updated: May 10, 2026

Master Service Agreement (MSA)