These Terms of Service (the "Terms") are between Samepage, Inc., a Delaware corporation with its principal place of business at 1633 Vinehill Cir, Fremont, CA 94539 ("Samepage"), and the customer that accepts these Terms ("Customer") (each a "Party" and together the "Parties").
Customer accepts these Terms by (a) creating an account or subscribing to a plan online, or (b) signing an order form that references these Terms (an "Order Form"). The date of acceptance is the "Effective Date." If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If an Order Form conflicts with these Terms, the Order Form controls.
1. Services
1.1. Services. "Services" means the Samepage product(s) and service(s) that Customer subscribes to online or through an Order Form, on a free or paid basis, including any related documentation. Services exclude third-party products or services, even if Customer connects them to the Services. Subject to these Terms, Samepage will make the Services available to Customer during the Term.
1.2. Plans. The Services are offered under the plans described at samepage.ai/pricing (each a "Plan"). Each Plan includes the features and usage limits described there or in the applicable Order Form. Samepage may update Plan features and limits, but will not materially reduce the core functionality of a paid Plan during a paid Subscription Term.
1.3. Free Plan. Samepage may offer a free Plan. Free Plans are provided "as is," without any warranty, support commitment, or indemnity, and Samepage may modify, limit, or discontinue a free Plan at any time.
1.4. AI Features. The Services use large language models and other artificial intelligence technologies to generate summaries, answers, drafts, and other output ("Output"). Output may be inaccurate, incomplete, or misleading. Customer is responsible for reviewing and verifying Output before relying on it. As between the Parties, Customer owns the Output generated for Customer, to the extent Samepage has rights in it.
2. Fees and Payment
2.1. Fees. Customer will pay the fees for its Plan as shown at samepage.ai/pricing at the time of purchase or as stated in an Order Form (the "Fees"). Fees for Plans priced per user are based on the number of seats purchased.
2.2. Online Subscriptions. For Plans purchased online, Customer authorizes Samepage and its payment processor (currently Stripe) to charge Customer's payment method in advance for each billing period (monthly or annual, as selected), and on each renewal, until the subscription is canceled. Seats added during a billing period are charged on a prorated basis for the remainder of that period.
2.3. Invoiced Subscriptions. For subscriptions purchased through an Order Form, Samepage will invoice Customer as stated in the Order Form, and Customer will pay each invoice within thirty (30) days of the invoice date unless the Order Form states otherwise.
2.4. Late or Failed Payment. If a payment fails or an invoice is more than fifteen (15) days overdue, Samepage may, after giving Customer notice, suspend paid features or downgrade Customer's account to the free Plan until payment is made.
2.5. Taxes. Fees do not include taxes. Customer will pay all applicable sales, use, value-added, and similar taxes, except taxes based on Samepage's income.
2.6. Price Changes. Samepage may change its prices by giving Customer at least thirty (30) days' notice. Price changes take effect at the start of Customer's next renewal term.
2.7. Refunds. Except as required by law or expressly stated in these Terms, all Fees are non-refundable, including for partially used billing periods and unused seats or usage.
3. Term, Renewal, and Termination
3.1. Term. These Terms begin on the Effective Date and continue until all subscriptions under them have ended. Each subscription has an initial term equal to the billing period selected online or the term stated in the Order Form (the "Subscription Term").
3.2. Automatic Renewal. UNLESS CANCELED, EACH PAID SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS EQUAL TO THE PRIOR BILLING PERIOD (MONTHLY OR ANNUAL), AND CUSTOMER'S PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEES AT THE START OF EACH RENEWAL PERIOD. Subscriptions under an Order Form renew as stated in the Order Form.
3.3. Cancellation. Customer may cancel an online subscription at any time in the Services under Settings, Billing, or by contacting sales@samepage.ai. Cancellation takes effect at the end of the current billing period. Customer keeps access to paid features until then, after which the account reverts to the free Plan. Subscriptions under an Order Form may be canceled as stated in the Order Form, or by either Party giving written notice at least thirty (30) days before the end of the then-current Subscription Term.
3.4. Termination for Cause. Either Party may terminate these Terms or any subscription by written notice if the other Party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice of it, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Samepage may also suspend access immediately if Customer's use of the Services violates Section 4.3 or poses a security risk to the Services or other customers.
3.5. Refund on Termination for Cause by Customer. If Customer terminates for Samepage's uncured material breach, Samepage will refund any prepaid Fees for the remaining unused portion of the Subscription Term.
3.6. Effect of Termination. When a paid subscription ends, Customer's account reverts to the free Plan and its Service Data is retained, subject to the free Plan's usage limits. If these Terms are terminated or Customer closes its account, Customer's right to access the Services ends, and Customer's Service Data will be deleted in accordance with Section 6.6. Customer may export its Service Data using the features of the Services before closing its account.
3.7. Survival. Sections 2 (for amounts owed), 3.6, 3.7, 5, 6.6, 8, 9.3, 10, 11, and 12 survive termination.
4. Use of the Services
4.1. License. Subject to these Terms, Samepage grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer's internal business purposes.
4.2. Authorized Users. Customer may allow its employees, contractors, and agents to use the Services as authorized users ("Authorized Users") up to the number of seats purchased. Each account may be used only by one individual. Customer is responsible for all activity under its Authorized Users' accounts and for their compliance with these Terms, and will promptly notify Samepage of any unauthorized access or use it becomes aware of.
4.3. Prohibited Uses. Customer and Authorized Users will not:
(a) resell, sublicense, or provide access to the Services to any third party, other than Authorized Users;
(b) use the Services in violation of applicable law;
(c) interfere with or disrupt the Services or other customers' use of them;
(d) reverse engineer, decompile, or attempt to discover the source code or underlying models of the Services, or attempt to gain unauthorized access to the Services;
(e) upload or connect content or data that Customer does not have the right to use, or that is unlawful, infringing, defamatory, or harassing;
(f) introduce malicious code into the Services;
(g) use any robot, scraper, or automated tool to access the Services, except through APIs or other interfaces Samepage provides for that purpose;
(h) use the Services or Output to build a competing product; or
(i) use the Services to process protected health information under HIPAA, payment card data, or other data subject to industry-specific regulations, unless Samepage has agreed to this in writing.
5. Confidentiality
5.1. Definition. "Confidential Information" means all non-public business, technical, or financial information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked as confidential or that a reasonable person would understand to be confidential. Customer's Confidential Information includes its Service Data. Confidential Information does not include information that (a) is or becomes public without breach of these Terms, (b) was known to the Receiving Party before disclosure without a duty of confidentiality, (c) is independently developed without use of the Disclosing Party's Confidential Information, or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2. Obligations. The Receiving Party will use the Disclosing Party's Confidential Information only to perform its obligations or exercise its rights under these Terms, will not disclose it to anyone other than its employees, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section, and will protect it with at least reasonable care.
5.3. Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prompt prior notice (where legally permitted) and reasonable cooperation to seek a protective order.
6. Data Practices and Security
6.1. Definitions. "Service Data" means all data, content, files, and communications that Customer or its Authorized Users submit to the Services or that the Services import from third-party services Customer connects, including any Personal Data. "Personal Data" means information relating to an identified or identifiable individual. "Usage Data" means information about how the Services are used, such as feature usage, performance, and diagnostics, that does not identify Customer's Service Data content.
6.2. Ownership. Customer owns its Service Data. Samepage owns Usage Data and may use it to operate, secure, and improve the Services, provided that any Usage Data shared outside Samepage is aggregated and anonymized so that it does not identify Customer or any individual.
6.3. Samepage's Use of Service Data. Samepage will use Service Data to provide, secure, support, maintain, and improve the Services, and as Customer instructs through its use of the Services. Samepage does not use Service Data to develop, improve, or train generalized artificial intelligence or machine learning models. Samepage will not sell, rent, or lease Service Data.
6.4. Third-Party Services. When Customer connects a third-party service (for example, through OAuth or an API key), Customer authorizes Samepage to access, import, and store data from that service as needed to provide the Services. Samepage's access is limited to the permissions Customer grants and the service makes available. Customer's use of third-party services is governed by its agreements with those providers, and Samepage is not responsible for them.
6.5. Security. Samepage will maintain an information security program with appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Service Data, including encryption of Service Data in transit and at rest, access controls, and employee confidentiality obligations. Samepage will not materially decrease the overall security of the Services during a Subscription Term.
6.6. Data Deletion. Customer may delete Service Data or disconnect data sources at any time using the features of the Services. Customer may also request that its account and Service Data be permanently deleted by emailing data@samepage.ai. Samepage will complete verified deletion requests within five (5) business days, including content imported from connected third-party services, except for limited information Samepage must retain by law (such as payment and transaction records) and copies in backups, which will be deleted in the ordinary course and protected under these Terms until then.
6.7. Security Incident Notification. If Samepage becomes aware of any unauthorized access to, or acquisition, disclosure, or loss of, Customer's Service Data (a "Security Incident"), Samepage will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming the Security Incident. Samepage will provide information reasonably available to it about the Security Incident, take reasonable steps to contain and remediate it, and cooperate with Customer's reasonable requests.
7. Privacy
7.1. Privacy. Samepage handles Personal Data in accordance with its Privacy Notice & Data Policy at samepage.ai/privacy.
7.2. Roles. To the extent Service Data includes Personal Data, Customer is the controller (or business) and Samepage is the processor (or service provider), processing Personal Data on Customer's behalf and according to its instructions. Where required by applicable data protection law, the Parties' data processing addendum ("DPA"), available on request, is incorporated into these Terms.
7.3. Hosting. Samepage hosts Service Data in the United States.
7.4. Subprocessors. Samepage may use third-party service providers ("Subprocessors"), including cloud hosting and AI model providers, to process Service Data on its behalf. Samepage will bind each Subprocessor to data protection obligations at least as protective as these Terms, remains responsible for its Subprocessors' acts and omissions, and will make a current list of Subprocessors available to Customer on request by emailing data@samepage.ai.
8. Intellectual Property
8.1. Ownership. Each Party keeps all rights in its own intellectual property. Samepage owns all rights in the Services and all related software, models, and technology. Customer owns its Service Data and, as stated in Section 1.4, its Output.
8.2. Feedback. If Customer provides suggestions or feedback about the Services, Samepage may use them without restriction or obligation to Customer.
9. Warranties and Disclaimers
9.1. Mutual. Each Party represents that it has the authority to agree to these Terms.
9.2. Samepage Warranty. Samepage warrants that during a paid Subscription Term the Services will perform materially as described in Samepage's documentation. If they do not, Customer's exclusive remedy is for Samepage to use reasonable efforts to correct the problem, and if Samepage cannot do so within thirty (30) days of Customer's notice, Customer may terminate the affected subscription and receive a refund of prepaid Fees for the remaining unused portion of the Subscription Term.
9.3. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SAMEPAGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAMEPAGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.
10. Indemnification
10.1. By Samepage. Samepage will defend Customer against any third-party claim alleging that Customer's use of the paid Services as permitted by these Terms infringes or misappropriates that third party's patent, copyright, trademark, or trade secret, and will pay damages finally awarded or agreed in settlement. If the Services become, or in Samepage's opinion are likely to become, subject to such a claim, Samepage may procure the right for Customer to keep using them, modify them to be non-infringing, or terminate the affected subscription and refund prepaid Fees for the unused portion of the Subscription Term. Samepage has no obligation for claims arising from Service Data, Output, Customer's modification of the Services, combination of the Services with non-Samepage products, or use in breach of these Terms.
10.2. By Customer. Customer will defend Samepage against any third-party claim arising from Customer's Service Data or from Customer's or its Authorized Users' use of the Services in breach of these Terms, and will pay damages finally awarded or agreed in settlement.
10.3. Process. The indemnified Party must promptly notify the indemnifying Party of the claim, give it sole control of the defense and settlement (except that no settlement may impose liability on the indemnified Party without its consent), and provide reasonable cooperation. This Section 10 states each Party's sole remedy for the claims it covers.
11. Limitation of Liability
11.1. Exclusion of Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2. Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO SAMEPAGE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS ($100) FOR CUSTOMERS ON A FREE PLAN.
11.3. Excluded Claims. "Excluded Claims" means a Party's indemnification obligations under Section 10 and Customer's obligation to pay Fees.
12. General
12.1. Entire Agreement. These Terms, any Order Forms, and any documents incorporated by reference (including the Privacy Notice & Data Policy and, where applicable, the DPA) are the entire agreement between the Parties on their subject and supersede all prior agreements on that subject. Terms in any Customer purchase order do not apply.
12.2. Changes to these Terms. Samepage may update these Terms by posting the updated version and notifying Customer at least thirty (30) days before material changes take effect. For paid subscriptions, material changes take effect at the start of Customer's next renewal term. Continued use of the Services after changes take effect constitutes acceptance. Changes to an Order Form require a written agreement signed by both Parties.
12.3. Assignment. Neither Party may assign these Terms without the other's consent, except that either Party may assign them without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to the other Party.
12.4. Publicity. Samepage may identify Customer as a customer by name and logo on its website and marketing materials, unless Customer objects in writing to sales@samepage.ai.
12.5. Notices. Samepage may give notices to the email address associated with Customer's account. Customer may give notices to Samepage at info@samepage.ai, with a copy by mail to Samepage, Inc., 1633 Vinehill Cir, Fremont, CA 94539. Notices are effective when received.
12.6. Governing Law and Venue. These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. The state and federal courts located in Alameda County, California have exclusive jurisdiction over any dispute arising out of these Terms, and both Parties consent to that jurisdiction. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
12.7. Export and Sanctions. Customer will comply with all U.S. export control and sanctions laws in its use of the Services, and represents that it is not located in a sanctioned country or named on any U.S. government list of restricted parties.
12.8. Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, labor disputes, internet or utility failures, or outages of third-party service providers, except for Customer's payment obligations.
12.9. Relationship. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
12.10. Waiver and Severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of the Terms remain in effect.
12.11. Electronic Acceptance. These Terms may be accepted electronically, and electronic acceptance has the same effect as a signature.
Contact
Samepage, Inc.
1633 Vinehill Cir, Fremont, CA 94539
info@samepage.ai