These Terms of Service (these “Terms”) are an agreement between you and Paper Instruments, Inc. (“Paper Instruments,” “we,” “us,” or “our”). They govern your access to and use of the Services. Capitalized terms have the meanings given in Section 2 or where they first appear.
Section 17 requires you and Paper Instruments to resolve most disputes through binding individual arbitration, and it waives the right to a jury trial and to participate in a class action. You may opt out of arbitration as Section 17.8 describes.
1. Acceptance and eligibility
1.1 Acceptance
You accept these Terms by checking a box when you first sign in to the Services, which also confirms that you are at least 18 years old. Our Privacy Policy explains how we handle personal information. It is referenced in, but does not form part of, these Terms.
1.2 Eligibility
You must be at least 18 years old and able to form a binding contract to use the Services. You represent that applicable law does not prohibit your use of the Services and that we have not previously terminated your access to them.
1.3 Organizations
If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and the organization.
1.4 Enterprise Agreements
If you use the Services under an Enterprise Agreement, that agreement governs that use and controls over any conflicting provision of these Terms. The organization that is party to that agreement may control your Account and access the Content in it.
1.5 Changes to these Terms
We may change these Terms. We will post the updated Terms with a new date and will notify you by email or through the Services of material changes before they take effect, unless a change must take effect sooner for legal, security, or safety reasons. By continuing to use the Services after the updated Terms take effect and you have received notice of them, you accept them to the extent permitted by law. If you do not agree to a change, you must stop using the Services. Section 17.9 governs changes to Section 17.
2. Definitions
The following terms have these meanings in these Terms and in our Privacy Policy.
- Account means the account you create to use Feather or the API.
- Actions means things Feather does on your behalf.
- API means the Ultramarine API, which provides programmatic access to our models.
- Connected Account means an account with a third-party service that you connect to Feather.
- Content means Inputs and Outputs.
- Inputs means what you or Feather on your behalf provide to the Services, including prompts, files, and material from Connected Accounts and websites.
- Outputs means what the Services generate in response.
- Enterprise Agreement means a separate written agreement between Paper Instruments and an organization for use of the Services.
- Feather means our desktop application and related services.
- Model Training means using Content to train or fine-tune AI models.
- Services means the Website, Feather, the API, and related services. The Services exclude open-source software and open weights, which are governed by their own licenses.
- Website means paperinstruments.com.
3. Accounts
You must provide accurate and complete information for your Account and keep it current. You may not share your Account. You are responsible for keeping your Account credentials, API keys, and Connected Account credentials secure, and for all activity under your Account, including Actions. You must notify us promptly at founders@paperinstruments.com of any unauthorized access to your Account.
4. Use of the Services
4.1 Feather license
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to install and use Feather on computers you own or control, for your personal or internal business purposes. Feather may update automatically, and updates may add, change, or remove features. Except as applicable law permits, you may not copy, modify, distribute, sell, rent, or sublicense Feather, or remove its proprietary notices.
4.2 Acceptable use
You may not, and may not direct Feather or permit anyone else to:
- Use the Services in violation of applicable law or of anyone’s rights, including intellectual property, privacy, and publicity rights, or to defraud, deceive, harass, or harm any person.
- Distribute malware or unsolicited messages, interfere with or disrupt the Services, or gain unauthorized access to the Services or to any system, account, or data.
- Reverse engineer, decompile, or disassemble the Services, or attempt to discover their source code, model weights, or underlying components, except to the extent applicable law permits despite this restriction.
- Use the Services or Outputs to develop AI models that compete with the Services, including through distillation.
- Circumvent any rate limit, usage limit, access restriction, or safety or security measure.
- Use the Services to make decisions with legal or similarly significant effects on individuals, such as decisions about credit, employment, housing, or insurance, in violation of applicable law.
- Sell, resell, or provide access to the Services to others, except through applications built with the API under Section 10.
4.3 Enforcement
If we believe that you have violated these Terms, we may remove or disable Content, restrict features, or suspend or terminate your access under Section 13, and we may report unlawful activity to appropriate authorities.
4.4 Changes to the Services
We may add, change, suspend, or discontinue any part of the Services at any time, including features, models, and API versions.
4.5 Ownership of the Services
Paper Instruments and its licensors own the Services, including their software, models, and trademarks. We reserve all rights not expressly granted in these Terms. You may not use our names or logos without our prior written permission.
5. Feather’s Actions
5.1 What Feather does
Feather is a tool that you direct. On your instructions, Feather may read, create, modify, move, and delete files on your computer, run commands, browse the web, and access and act in Connected Accounts, including by sending messages and by creating, changing, or deleting material in them. Some Actions cannot be undone.
5.2 Your responsibility for Actions
You are responsible for the Actions you approve or direct, including Actions taken under permissions or settings you choose, for reviewing Actions and their results, and for their consequences, including any communications sent and commitments made to third parties. Websites, files, messages, and other material that Feather reads may contain instructions that cause Feather to act in ways you did not intend. You are responsible for deciding what material and access you give Feather.
5.3 Backups and data loss
You are responsible for maintaining current backups of the files and other data that Feather may access. To the fullest extent permitted by law, Paper Instruments is not responsible for any loss or corruption of data, for Actions taken on your instructions or with your approval, or for the consequences of those Actions.
6. Connected Accounts and third-party services
When you connect a Connected Account, you authorize Feather to access it and to take Actions in it on your behalf, within the permissions you grant, and you represent that you have the right to grant that authorization. Your use of Connected Accounts and of other third-party services, websites, and content is governed by the third party’s terms, which you are responsible for following. We are not responsible for third-party services, websites, or content. Disconnecting a Connected Account does not reverse Actions already taken in it.
7. Content
7.1 Ownership
As between you and Paper Instruments, and to the extent permitted by law, you retain your rights in your Inputs and you own your Outputs. We assign to you any right, title, and interest that we may have in your Outputs. This assignment does not extend to third-party material or to Outputs generated for others.
7.2 Your responsibilities
You are responsible for ensuring that your Content and your use of the Services comply with these Terms and applicable law. You represent that you have all rights, consents, and permissions needed to provide your Inputs, to authorize Feather to access your files and Connected Accounts, and to permit us to use your Content as these Terms describe, including where your Inputs contain personal or confidential information of others. Unless we agree otherwise in writing, you will not use the Services to process protected health information or other information whose processing requires a specific agreement with us under applicable law.
7.3 License to Paper Instruments
You grant Paper Instruments a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, modify, and display your Content as necessary to provide, maintain, secure, and improve the Services, to comply with the law, and to enforce these Terms, as permitted by our Privacy Policy. We may permit our service providers, including AI model providers, to exercise this license on our behalf. This license does not extend to Model Training except as Section 7.4 provides.
7.4 Model Training
Paper Instruments will use your Content for Model Training only if you opt in. You may withdraw your consent at any time in the app. Withdrawal applies to future Model Training using your Content and does not affect processing lawfully undertaken before withdrawal. Except where applicable law requires otherwise, it does not affect models already trained. Regardless of your choice, Paper Instruments will not use for Model Training (a) information received from Connected Accounts, (b) Content processed under an Enterprise Agreement, or (c) API Inputs and Outputs, and will not use your Content to train models that it releases as open weights.
If you opt in, the license in Section 7.3 extends to Model Training, subject to this Section 7.4.
7.5 Outputs
Outputs may be inaccurate, incomplete, or outdated, even when they appear authoritative, and they may not be unique. You must evaluate Outputs, including through human review where appropriate, before you rely on, use, or share them.
7.6 No professional advice
The Services and Outputs are not legal, financial, accounting, tax, medical, investment, or other professional advice, and your use of them creates no professional, advisory, or fiduciary relationship with Paper Instruments. Paper Instruments is not a law firm, an accounting firm, a broker-dealer, or a registered investment adviser. You remain solely responsible for your decisions, for the work you deliver to others, and for complying with any professional obligations that apply to you.
8. Feedback
If you provide feedback, ideas, or suggestions about the Services, we may use them for any purpose without restriction or compensation to you.
9. Open-source software and open weights
Software and model weights that we release under open-source or other published licenses, including open weights, are governed by those licenses, and these Terms do not limit any right those licenses grant. Third-party open-source components included in Feather are governed by their own licenses. These Terms govern the Services even where they use software or models that are also available under those licenses.
10. The API
10.1 Terms and credentials
Your use of the API is governed by these Terms and our API documentation, or by an Enterprise Agreement if one applies. You must keep your API keys confidential and may not share, sell, or transfer them. You are responsible for all use of your API keys and for all fees incurred through them.
10.2 Limits and changes
We may set and enforce rate limits and other usage limits, and we may change, deprecate, or retire models and API versions.
10.3 Your applications and end users
You are responsible for the applications you build with the API and for their end users, including their compliance with these Terms and applicable law. You must provide any notices and obtain any consents that applicable law requires. If applicable law requires a data processing agreement for your use of the API, you must enter into one with us before you submit personal information.
10.4 API Inputs and Outputs
As Section 7.4 provides, Paper Instruments will not use API Inputs and Outputs for Model Training. Zero data retention may be available under a written agreement.
11. Fees and payment
11.1 Payment
You authorize us and our payment processor to charge your payment method for the fees shown to you at the time of purchase, and you must keep your billing information accurate and current. Except where the law requires otherwise, fees are non-refundable. If a payment fails, we may suspend or limit your access to paid Services until the amount owed is paid.
11.2 Prepaid API credit
API use is paid for with prepaid credit, which is deducted at our then-current rates, and API access may stop when your balance is exhausted. Prepaid API credit is non-transferable. Except where applicable law requires otherwise, it is non-refundable and expires 12 months after purchase.
11.3 Auto top-up
If you enable auto top-up, you authorize us and our payment processor to charge your saved payment method the amount you select whenever your balance falls below the threshold you choose. You may turn off auto top-up at any time in your account settings, and the change applies to later charges.
11.4 Subscriptions
If we offer a subscription, it renews automatically for successive periods of the same length until you cancel, and you authorize us to charge your payment method at the start of each period. You may cancel at any time, and cancellation takes effect at the end of the current period.
11.5 Price changes
We may change our prices. Price increases take effect 7 days after we notify you, unless applicable law requires a longer notice period. Price decreases may take effect immediately.
11.6 Taxes
You are responsible for all taxes associated with your purchases, other than taxes on our net income, and we may collect taxes where the law requires.
12. Beta and preview features
Features, models, and versions that we label as beta, preview, or similar are provided “as is,” may be less reliable or less secure than the rest of the Services, may be subject to additional terms, and may change or end at any time without notice. To the fullest extent permitted by law, we have no obligation to support them and no liability arising from your use of them.
13. Suspension and termination
13.1 By you
You may stop using the Services at any time, and you may close your Account by contacting us at founders@paperinstruments.com.
13.2 By us
To the extent permitted by law, we may suspend or terminate your access to all or part of the Services, with or without notice, if any of the following applies:
- You breach these Terms.
- We must do so to comply with the law or a legal process.
- Your use creates a risk of harm or liability to Paper Instruments, other users, or anyone else.
- You fail to pay any amount when due.
- We discontinue the relevant Services.
13.3 Effect of termination
When your access ends, your license to use Feather ends and you must stop using it. We may delete your Account and associated data as described in our Privacy Policy. Termination does not relieve you of any obligation to pay amounts owed and does not entitle you to a refund, except where the law requires otherwise. Sections 2, 4.5, 5 through 9, 11 (as to amounts owed), 13.3, and 14 through 21 survive termination.
14. Disclaimers
THE SERVICES, CONTENT, AND ACTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PAPER INSTRUMENTS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, THAT OUTPUTS WILL BE ACCURATE OR RELIABLE, THAT ACTIONS WILL BE PERFORMED AS YOU INTEND, OR THAT ANY CONTENT OR OTHER DATA WILL NOT BE LOST OR ALTERED. YOU USE THE SERVICES, OUTPUTS, AND ACTIONS AT YOUR OWN RISK.
Some jurisdictions do not allow the disclaimer of certain warranties, so some of these disclaimers may not apply to you.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, PAPER INSTRUMENTS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PAPER INSTRUMENTS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO PAPER INSTRUMENTS FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) $100.
THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you. Nothing in these Terms limits any liability that cannot be limited under applicable law.
16. Indemnity
If you use the Services primarily for business or professional purposes, you will, to the extent permitted by law, defend, indemnify, and hold harmless Paper Instruments, its affiliates, and their respective directors, officers, employees, and agents against third-party claims and related losses, damages, costs, and expenses, including reasonable attorneys’ fees, to the extent arising out of your Content, applications you build with the API, or your breach of these Terms or violation of applicable law or third-party rights. We may assume the exclusive defense and control of any such claim, and you will cooperate with our defense. You may not settle any claim that affects Paper Instruments without our prior written consent.
17. Dispute resolution
This Section 17 affects your legal rights.
17.1 Informal resolution
Before starting an arbitration or a court proceeding, other than one described in Section 17.3, a party must send the other a written notice of the dispute (a “Notice”). You must email your Notice to founders@paperinstruments.com with “Notice of Dispute” in the subject line, including your name, the email address associated with your Account (if any), a description of the dispute, and the relief you seek. We will send any Notice to the email address associated with your Account. For 60 days after a Notice is received, the parties will try in good faith to resolve the dispute, and either party may request an individual settlement conference, in which you and a representative of Paper Instruments will participate personally, by video if either party prefers. Neither party may begin an arbitration during that period, and any applicable statute of limitations is tolled while it runs.
17.2 Agreement to arbitrate
If a dispute is not resolved under Section 17.1, you and Paper Instruments agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including claims that arose before you accepted these Terms (each, a “Dispute”), through final and binding individual arbitration, except as Section 17.3 provides. The arbitrator will decide questions about the scope, enforceability, and arbitrability of this Section 17, except that a court will decide whether an agreement to arbitrate was formed, any challenge specifically to the enforceability of this delegation provision, and any question about the enforceability of Section 17.6 or Section 17.7. YOU AND PAPER INSTRUMENTS EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO HAVE ANY DISPUTE DECIDED BY A JUDGE, EXCEPT AS THIS SECTION 17 PROVIDES.
17.3 Exceptions
Either party may bring an individual claim in small claims court if the claim qualifies and remains there. Either party may also seek injunctive or other equitable relief in court to stop actual or threatened infringement, misappropriation, or violation of its intellectual property rights, or unauthorized access to or abuse of the Services. These claims need not be arbitrated.
17.4 Arbitration procedure
JAMS will administer the arbitration under its rules in effect when the arbitration is filed, as modified by this Section 17. If you are an individual using the Services primarily for personal, family, or household purposes, the JAMS Streamlined Arbitration Rules and Procedures and the JAMS Consumer Arbitration Minimum Standards apply. Otherwise, the JAMS Streamlined Arbitration Rules and Procedures apply if no claim exceeds $250,000, and the JAMS Comprehensive Arbitration Rules and Procedures apply in all other cases.
A single arbitrator will conduct the arbitration by videoconference or on written submissions, unless the arbitrator determines that an in-person hearing is necessary. Any in-person hearing will take place in the county where you reside, if you are an individual, or otherwise in San Francisco County, California. The arbitrator may award any individual relief that a court could award, but only in favor of the party seeking relief and only to the extent necessary to resolve that party’s individual claim. The arbitrator will issue a written, reasoned decision, and judgment on the award may be entered in any court of competent jurisdiction. An award has no preclusive effect in any proceeding involving different parties.
17.5 Arbitration fees
The JAMS rules govern the payment of filing, administrative, and arbitrator fees, except that, where the JAMS Consumer Arbitration Minimum Standards apply, your share of those fees is limited as those standards require. Each party will bear its own attorneys’ fees and costs, except where applicable law or the JAMS rules permit the arbitrator to award them.
17.6 Class action waiver
You and Paper Instruments may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Unless both parties agree otherwise, the arbitrator may not consolidate the claims of more than one person and may not preside over any form of class, collective, or representative proceeding, except as Section 17.7 provides.
If, after all appeals are exhausted, a court decides that this Section 17.6 is unenforceable as to any claim or request for relief, including a request for public injunctive relief, that claim or request will be severed and decided in court under Section 17.11 after all individual claims have been arbitrated, and the court proceeding will be stayed until the arbitration is complete. This Section 17.6 does not prevent either party from participating in a class-wide settlement.
17.7 Mass arbitration
If 25 or more claimants represented by the same or coordinated counsel file demands for arbitration raising substantially similar Disputes within 90 days of one another, the JAMS Mass Arbitration Procedures and Guidelines apply. JAMS will determine any grouping under those procedures, subject to the JAMS Consumer Arbitration Minimum Standards where applicable. Each claimant must comply with Section 17.1, and any applicable statute of limitations is tolled for each claimant from the date of that claimant’s Notice until JAMS appoints an arbitrator for that claimant’s demand. If this Section 17.7 is found unenforceable as to any group, the demands in that group will be arbitrated individually.
17.8 Opting out of arbitration
You may opt out of this agreement to arbitrate by emailing founders@paperinstruments.com within 30 days after you first accept these Terms, with “Arbitration Opt-Out” in the subject line. Your email must include your name and the email address associated with your Account and must state that you are opting out of arbitration. If you opt out, Disputes will be resolved in court as Section 17.11 provides, and the rest of these Terms will continue to apply.
17.9 Changes to this Section
If we change this Section 17, you may reject the change by emailing us as Section 17.8 describes within 30 days after the change takes effect. If you reject a change, the most recent version of this Section 17 that you accepted will continue to govern Disputes.
17.10 Severability
Except as Section 17.6 provides, if any part of this Section 17 is found unenforceable, that part will be severed, and the remainder of this Section 17 will remain in effect. In no event will a Dispute proceed as a class, collective, or representative arbitration.
17.11 Governing law and venue
These Terms and any Dispute are governed by the laws of the State of California, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs this Section 17. Any Dispute that is not arbitrated or brought in small claims court will be brought exclusively in the state or federal courts located in San Francisco County, California, and you and Paper Instruments consent to the personal jurisdiction and venue of those courts.
If you are a consumer residing outside the United States, these Terms do not deprive you of mandatory protections under the law of your country of residence, including any right to bring proceedings in your local courts, and this Section 17 applies to you only to the extent consistent with those protections.
18. Copyright complaints
If you believe that material available through the Services infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to founders@paperinstruments.com with “Copyright Notice” in the subject line, or to the mailing address in Section 21. We may remove or disable access to material that we believe is infringing, and we will terminate the Accounts of repeat infringers in appropriate circumstances.
19. Export controls and sanctions
You must comply with all applicable export control and sanctions laws. You represent that you are not located or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on, or owned or controlled by a party identified on, any U.S. government restricted party list. You may not use the Services for any end use that those laws prohibit, or provide Inputs that require a government license to export.
20. General
20.1 Assignment
You may not assign or transfer these Terms or your rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms without your consent, including to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of assets.
20.2 Entire agreement
These Terms, together with any additional terms that we present to you for particular Services, are the entire agreement between you and Paper Instruments regarding the Services and supersede all prior agreements on that subject. An Enterprise Agreement controls as Section 1.4 provides.
20.3 Severability and waiver
If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in effect, except as Section 17 provides. Our failure to enforce any provision is not a waiver of our right to enforce it later.
20.4 Notices
We may provide notices by email to the address associated with your Account, in the app, or by posting them on the Website. You must send notices to us at founders@paperinstruments.com. You agree that electronic communications satisfy any legal requirement that a communication be in writing.
20.5 Force majeure
Neither party will be liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, war, labor disputes, government action, or failures of utilities, networks, or third-party services.
20.6 Relationship of the parties
You and Paper Instruments are independent parties. These Terms do not create a partnership, joint venture, employment, fiduciary, or agency relationship.
20.7 Third-party beneficiaries
Except that Paper Instruments’ affiliates, licensors, and service providers may rely on Sections 14 and 15, and the persons protected by Section 16 may rely on that Section, these Terms create no third-party beneficiary rights.
20.8 Interpretation and language
Headings are for convenience only. “Including” means “including without limitation.” If we provide a translation of these Terms, the English version controls.
20.9 Notice to California residents
Under California Civil Code Section 1789.3, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
21. Contact
Questions about these Terms may be sent to:
Paper Instruments, Inc.
1606 Stockton St #201
San Francisco, CA 94133
founders@paperinstruments.com