Terms and Conditions

The following Terms and Conditions (the "T&C") govern your use of the Ulpian Platform (as defined below), including but not limited to, on a free, trial, proof of concept, beta, or early access basis, unless your use is subject to a separate subscription agreement executed between you and Papinian llc. By using the Ulpian Platform Services, with or without registration, you ("you" or the "User") are agreeing to these T&C. If you are using the Ulpian Platform on behalf of another entity (such as your employer), you must have the authority to accept the T&C on their behalf and thus confirm that you are an authorised representative of that entity. If you do not have such authority or do not agree with the T&C, do not access or use the Services in any manner.

The T&C outline the conditions for using services that Papinian llc provide, including its artificial intelligence technologies, platforms, websites, applications, add-ons, plug-ins, components, functionalities, programs, and any other services specified in any mutually executed arrangement (collectively, the "Papinian Services" or the "Services"). The T&C incorporate Papinian's Privacy Policy and any other documents that specifically reference the T&C.

During the period of Ulpian Platform use, access to the Services is provided on an "as-is" basis without any representations, warranties, or conditions of any kind. Any data or content you share with the Services may be permanently lost upon the expiry of the Papinian Services use period.

You may not access the Services if you intend to monitor the functionality, performance, or availability of the Services for any competitive purposes.

Papinian llc, Hečimovićeva ulica 5, Zagreb, Croatia, PIN: 69461381992 ("Papinian", "we", "us" or "our") is IT development company that provides legal technology services primarily through its platform available at app.ulpian.hr (the "Ulpian Platform"). The Platform is a research tool, and its output is not legal advice. The output of the Platform is AI-generated and may contain errors and misstatements or may be incomplete. Papinian llc is not authorised to provide legal advice. The Services are intended for use by legal professionals, business entities, and public authorities and not by consumers or non-legal experts. We do not promise to offer the Services forever or in their current form as they are subject to change and regular updates for the purpose of improving the Services themselves.

Papinian llc reserves the right to update these T&C by posting the revised T&C on our website (www.papinian.ai). We may make changes to the T&C due to:

• Changes to the law or regulatory requirements;
• Security or safety reasons;
• Circumstances beyond our reasonable control;
• Changes we make in the usual course of developing our Services;
• To adapt to new technologies.

All changes will take effect upon posting on Papinian's website. In case of material changes we will notify you at least one month before such changes apply to you. While changes are not retroactive, your continued use of the Papinian Services following any such updates acknowledges your acceptance of the revised T&C. In case you do not agree with changes, you must stop using the Services. Without obtaining your explicit written consent, the T&C shall not be modified in a way that significantly reduces its obligations regarding the Confidential Information or the Content, as outlined in these T&C.

PLEASE READ THESE T&C CAREFULLY TO ENSURE YOU UNDERSTAND EACH PROVISION. IF YOU DO NOT UNDERSTAND ANY OF THE PROVISIONS WE ADVISE YOU TO SEEK PROFESSIONAL ADVICE ON THE T&C AND NOT TO USE THE SERVICES UNTIL THEN.

To foster innovation and creativity, we believe you should have the freedom to use Services as you see fit, provided you comply with the law and do not cause harm to yourself or others.

When using Ulpian Platform, you should adhere to the following general principles and policies (the "General Principles and Policies") to ensure ethical, effective, and responsible use thereof:

Accuracy and Verification

• Ulpian Platform is not a substitute for legal advice provided by a lawyer or other legal professional.
• Always cross-check Ulpian's AI-generated results with authoritative legal sources and apply professional judgement when interpreting the output.
• Understand that Ulpian outputs require human interpretation and verification. Ensure human oversight with qualified legal professionals reviewing and interpreting the outputs and generated information for accuracy, completeness and appropriateness for your use case.
• Do not rely solely on outputs of Ulpian Platform for making legal or commercial decisions or providing legal advice.
• Understand that you are responsible for the final outcomes and decisions based on Ulpian's Platform outputs.

Confidentiality and Data Protection

• Understand and accept that you are responsible for any input data, including ensuring that it does not violate any applicable law, these T&C, data protection regulation, privacy policy and client confidentiality agreements. You represent and warrant that you have all rights, licences, and permissions needed to provide Input to our Services.
• Never upload sensitive or personal data.
• Papinian llc does not use User Data submitted to the Ulpian Platform to train, fine-tune, test, or otherwise improve any artificial intelligence or machine learning models, nor does it disclose or make such data available to any third party for these purposes.

Ethical Use

• Use Ulpian Platform in a manner consistent with professional legal ethics.
• Do not use Services to mislead, deceive, discriminate or manipulate others.
• Do not repurpose or distribute the output from the Services to defraud, scam, spam, bully, harass, defame, discriminate, or promote violence, hatred, or suffering.

Training and Competence

• We can offer adequate training to understand the functionality and proper use of Ulpian Platform.
• Stay updated on advancements in AI technology and its application in the legal field.
• Stay informed about legal standards and ethical guidelines regarding AI in the legal profession.

You must be at least 18 years old to register to the Ulpian Platform. You represent and warrant that you meet the applicable age requirements and are competent to agree to these T&C at all times while using the Services. You must provide (i) accurate and complete information to register for an account and access our Services (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you furnish information that is false, inaccurate, outdated, or incomplete, or if there are reasonable grounds to believe so, we reserve the right to suspend or terminate your account and deny access to all present or future use of the Ulpian Platform (or any part thereof).

Account credentials are specific to the user to whom they are issued. Account credentials may not be shared or made accessible to others (including within the same organisation), and you are accountable for all activities conducted under your account. In that sense, you are prohibited from granting any third-party permission to access or utilise the Ulpian Platform on your behalf. It is your responsibility to safeguard the confidentiality of your account credentials (e.g. user ID and password), and you are fully accountable for all activities conducted under your account. You will take reasonable steps to prevent unauthorised use of the Ulpian Platform and you will promptly notify Papinian llc if you suspect any unauthorised access to your account or any security breaches. Papinian llc bears no liability for any losses or damages resulting from unauthorised use of your account.

By providing your email address to Papinian llc, you consent to receiving all necessary notifications electronically at that email address. Upon entering your Registration Data, such as email address, postal address, mobile phone number, or by creating an account, you electronically agree to receive marketing or promotional communications, including emails or mobile push notifications, from Papinian llc and third parties, such as updates to Service features and special offers. If you prefer not to receive such communications, you can opt out or adjust your preferences by contacting the Papinian llc support team at info@papinian.ai. Opting out of marketing communications does not affect your receipt of Service-related notices.

Subject to your compliance with the T&C, Papinian llc grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to use and access the Services in accordance with the T&C, any other documentation, guidelines, or policies we make available to you, all applicable local, national, and international laws, rules, and regulations and only for your internal business purposes.

Papinian llc services are provided on an as-is and as-available basis. Papinian llc makes no representations or warranties of any kind, implied or expressed, with respect to the Services including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Papinian llc does not represent or warrant that the use of the Services will be uninterrupted or error-free.

To the extent permitted by applicable law, you agree not to engage in, or facilitate, authorise, or enable any third party to engage in, the following activities:

• Disassemble, reverse engineer, decode, discover the source code or underlying components, or decompile any part of the Services, including our models, algorithms, databases or systems.
• Utilise any robot, spider, scraper, data mining tool, or any other automated or programmed means to access, collect, extract, copy, or record the Services.
• Interfere with or disrupt our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.
• Replicate, rent, lease, sell, loan, transfer, assign, sublicense, distribute, resell, modify, alter, or create derivative works of any part of the Services or our intellectual property.
• Use the Services in a way that affects (i) our server stability, (ii) the operation or performance of the Services or any User's use of the Services, or (iii) the behaviour of other applications utilising the Services.
• Utilise the Services in a manner that violates or promotes the violation of any applicable law, regulation, contractual obligation, or individual rights, including intellectual property rights, privacy rights, or rights of personality.
• Use or display the Services in competition with Papinian llc, to develop competing products or services, or for competitive analysis of the Services.
• Use our Services in a way that infringes, misappropriates or violates anyone's rights.
• Attempt to interfere with, compromise the system integrity or security of, or decipher transmissions to or from, the servers running the Services.
• Transmit viruses, worms, or other malicious software agents through the Services.
• Impersonate another individual, misrepresent your affiliation with any person or entity, conceal your identity, or use the Services for fraudulent purposes.
• Share user ID, passwords or other account credentials for the Services or attempt to circumvent access restrictions or usage limitations imposed by Papinian llc.
• Reference Papinian llc or the Services in a manner that could imply an endorsement, affiliation, or sponsorship without our prior written consent.

The Services may include third party software, products, or services and some parts of our Services, like our browse feature, may include output from those services. All such third-party services or outputs are subject to their own terms and conditions, and Papinian llc is not responsible for them.

To the extent that you provide us with any feedback about our Services, you agree that we may freely use it to provide, maintain, develop, and improve our Services, without compensation to you. Papinian llc will not utilise any feedback in a way that identifies, or could be used to identify users, user's data, content, or confidential information.

Users may input information, content and data to the Services (the "Input") and receive results (the "Output") from the Services (the Input and the Output collectively as the "Content"). Users represent and warrant that they have the necessary rights, licences, and permissions to provide Input to the Services. User's use of the Service and all Content shall comply with the T&C, applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to the User and shall not infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. The User is responsible for the accuracy, content and legality of all Input.

The T&C do not grant either party any rights to the other's content or intellectual property unless expressly stated otherwise. To the extent permitted by applicable law, Users retain ownership rights in Input, while they own the Output generated by the Services. Papinian llc assigns all its rights, title, and interest in and to the Output to the User. However, due to the nature of our Services and artificial intelligence technology in general, the Output may not be unique and other users may receive similar output from our Services. Papinian's llc assignment does not extend to other users' output or any third-party output.

Similarly, Papinian llc may use the Content worldwide to provide, maintain, develop, and improve the Services, comply with applicable law, enforce terms and policies, and ensure the Services safety. For that reason, you grant, represent and warrant that you have all rights necessary to grant, to Papinian llc an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and licence to use, copy, store, modify, distribute and display the Content: (a) to maintain and provide the Services; (b) to improve our products and services and to create aggregated and de-identified information; and (c) to perform such other actions as described in our Privacy Policy or as authorised by you in connection with your use of the Services. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

When you use our Services, you understand and agree to the General Principles and Policies since the accuracy of Output may vary due to the evolving nature of artificial intelligence and machine learning. Our Services may provide incomplete, incorrect, or offensive Output that does not represent Papinian's views. Please be assured Papinian llc is constantly working to enhance accuracy but acknowledges the probabilistic nature of machine learning, which may lead to such outputs in certain situations.

The parties acknowledge and agree that each party (the "Receiving Party") may have access to certain Confidential Information of the other party (the "Disclosing Party"). The "Confidential Information" includes:

1. proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and affiliates, such as business plans, trade secrets, strategies, pricing, and financial information;
2. the terms of any subscription agreement; and
3. any other information designated as confidential by the Disclosing Party.

For Papinian llc, Confidential Information also includes the Services, and for the User, it includes the Content. Confidential Information does not encompass information that:

1. is generally known or available to the public;
2. is rightfully disclosed to the Receiving Party by a third party;
3. is authorised to do so by the Disclosing Party in writing;
4. was already in the Receiving Party's possession without restriction before receiving it from the Disclosing Party; or
5. is independently developed by the Receiving Party without using or referencing the Disclosing Party's Confidential Information, provided such information was not obtained through unauthorised or wrongful means or a breach of the T&C or any legal, ethical, or fiduciary obligation.

The Receiving Party must:

1. protect the Confidential Information using the same standard of care it uses to protect its own similar information, but not less than a commercially reasonable standard of care;
2. not use the Disclosing Party's Confidential Information except as permitted under these T&C; and
3. not disclose, distribute, or disseminate the Confidential Information to any third party, except as allowed by the T&C or as required by law.

If the Receiving Party is required by law or court order to disclose Confidential Information, then the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Subscription and billing

Your subscription to Services will continue until terminated. To use the Services you must have Internet access and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party.

By initiating a payment transaction, you authorise us to share your payment information with third parties to complete your transaction and charge your payment method in EUR.

Except as otherwise specified in an applicable subscription agreement, all subscription fees are due and payable in advance at the start of each subscription term. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal unless and until you cancel your subscription or it is suspended, discontinued or terminated in accordance with these T&C.

Any payments regarding Services shall be made without counterclaims or set-offs and free of all taxes, bank charges, costs and any other deductions by wire transfer or immediately available funds. When you purchase a subscription to the Services, you acknowledge and agree that we and/or our third-party payment processors are authorised to charge you for: (i) the subscription fees identified in the applicable subscription agreement; (ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on Papinian's income; and (iii) any other charges you may incur in connection with your purchase and use of the Services. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in subscription fees in accordance with the T&C, and/or changes in applicable taxes, and you authorise us to charge your payment method for the adjusted amounts.

Any late payments may incur a statutory default interest plus the costs of collection, if any. If your payment is not successfully settled for any reason when due, your subscription and access to the Services may be downgraded, cancelled or suspended at our discretion until payment is received.

Unless you cancel your subscription before your billing date, you authorise us to charge the subscription fee for the next billing cycle to your Payment Method (see Section "Cancellation" below).

We may offer a number of subscription plans, including subscriptions offered by third parties in conjunction with the provision of their own products and services. Some subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. We may use information such as device ID, IP address or average number of queries in order to control fair usage of Services and to prevent abuse of Services (see Section "Usage of the Services" above).

All charges, including subscription fees, will be made clear to you before purchase depending on the features you choose. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days' upfront notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Promotional Offers

We may from time to time offer special promotional offers, plans or memberships ("Offers"). Offer eligibility is determined by Papinian llc at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.

You can cancel your paid subscription at any time by sending an email to info@papinian.ai and stopping your use of the Services. You will not be charged after you cancel your paid subscription. You will continue to have access to the Services until the end of the subscription period you have paid for, at which point your cancellation will become effective. Unless we specify otherwise, you will not receive a refund for any days between the day you cancel and the last day of the subscription period you have paid for. For first time users, you can close your account and withdraw from these T&C within 14 days of accepting them by sending an email to info@papinian.ai.

Subscription fees are non-refundable except as otherwise expressly agreed in writing. You acknowledge and agree that you will not be refunded for any unused time in your subscription term, or any pre-payments made for services in the event that (i) you cancel or terminate your subscription or (ii) we suspend or terminate your subscription or this agreement for your breach of the T&C.

If we believe that you are not using the Services in good faith, we may immediately terminate your access to the Service. We reserve the right to limit the resources and features available to the Users. While you are utilising the Services on authorised free trial, you agree that you will do so in accordance with these T&C.

We may take action to suspend or terminate your access to our Services or close your account if we determine, acting reasonably and objectively:

• you breached the T&C;
• you are not using the Services in good faith;
• we must do so to comply with the law;
• your use of our Services could cause risk or harm to Papinian llc, our users, or third parties.

User's access to the Services is via Papinian's websites, which is owned and operated by Papinian llc. As such, a User's interaction with the Services and websites, and any information that may be collected by the Services and websites, is governed by our Privacy Policy (to the extent not in conflict with the T&C) which may be updated from time to time. The User may choose to opt out of data collection and cookies in accordance with the Privacy Policy.

Without limiting the following, Papinian shall maintain commercially reasonable physical, technical and administrative safeguards for protection of the security, confidentiality and integrity of the Content. User acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of Papinian llc personnel to access the Content. Papinian llc personnel may access the Content subject to the confidentiality restrictions in the T&C to the extent reasonably required (i) to perform the Services on behalf of User; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorised information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the T&C; or (vii) to enforce/protect the rights and properties of Papinian llc, (viii) to control fair usage of Services and to prevent abuse of Services.

Each party represents and warrants that the T&C constitutes a valid and binding obligation and is enforceable against it in accordance with these T&C.

You (and your end users) are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of the Services. Ulpian Platform use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output.

Papinian llc disclaims all other representations and warranties, whether implied by operation of law or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, non-infringement, error-free or uninterrupted operation, and any representations or warranties arising from a course of performance, course of dealing or usage of trade. Without limiting the foregoing, Papinian llc makes no warranty that (i) the Services, including its technology, the reports, or any other services or deliverables provided hereunder (collectively, the "materials") will meet the requirements of user or operate in combination with any hardware, software or data not provided by Papinian llc, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the materials will be accurate, reliable or error-free, or (iv) any errors in the materials will be corrected. The materials are provided on an "as is" and "as available" basis with all defects. No oral or written information or communications given by Papinian llc, its employees, or agents will increase the scope of the above warranty or create any new or additional warranties.

The content provided through or in connection with the Services is designed to provide practical and useful information or guidance on the subject matter covered. While such content may concern issues related to professional legal services, such content is not professional services advice. You should not act or refrain from acting on the basis of any content included on the Platform or in connection with the Services without seeking the advice of a competent professional in the applicable subject matter. We expressly disclaim all liability in respect of actions taken or not taken based on any content of or in connection with the Services. Papinian's provision of the Services, the materials made available on the Services and any information provided by the Services are for general informational purposes only. User acknowledge and agree that they do not, and are not intended to, constitute legal advice and do not create an attorney-client relationship.

Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether expressed or implied, that the content on the Platform is accurate, complete or up-to-date.

In no event will Papinian llc be liable to the user or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with the T&C, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.

To the extent any liability of Papinian llc cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law and in no event will Papinian's llc total liability to the User or any third party for all claims in the aggregate (for damages or liability of any type) in connection with the T&C exceed EUR 50.

To the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys' fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of the T&C.

Relationship of the Parties
The relationship of the parties under the T&C is one of independent contractors and does not create an agency, partnership, franchise, joint venture, fiduciary or employment relationship between the parties.

Subcontracting
Papinian llc may use subcontractors and other third-party providers in connection with the performance of the Services under the T&C as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers.

Assignment
Neither party may assign these T&C or subscription agreement without the advance written consent of the other party, except that Papinian llc may (i) assign the T&C and subscription agreement in their entirety to any affiliate or any successor in interest of any business associated with our Services and (ii) assign the T&C and subscription agreement in connection with a consolidation, merger or sale of all or substantially all of our assets.

No Waiver
No waiver will be implied from conduct or failure to enforce or exercise rights under these T&C, nor will any waiver be effective unless in a writing signed by the waiving party.

Severability
If any provision of these T&C, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, such provision shall be replaced with another provision consistent with the purpose and intent of the T&C, and the remaining provisions of the T&C shall remain in effect. In the case of any conflict or inconsistency between the provisions of your subscription agreement and the provisions of the T&C, the T&C shall govern. Section headings are inserted for convenience only and shall not affect the construction of the T&C.

Governing Law and Jurisdiction
These T&C, their interpretation and legal relations arising out therefrom including any non-contractual obligations arising out of or in connection therewith shall be governed by the laws of Republic of Croatia, without giving effect to any statutory conflict of law provisions.

The parties shall endeavour to settle any dispute amicably. However, in case not amicably settled, all disputes, controversies or claims arising out of or in connection with these T&C, including in relation to the validity, breach or termination of the T&C, as well as legal effects thereof, shall be finally and exclusively settled before competent court in Zagreb, Croatia.

Entire Agreement
These T&C are the complete and exclusive statement of the mutual understanding of the parties in connection with your use of the Services and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in the T&C. Each party represents that, in connection with the Services, it has not relied on any term or representation not contained in the T&C.

Electronic communication
All information relating to your account (e.g., payment authorizations, invoices, changes in password or Payment Method, confirmation messages, and notices) will be sent in electronic form (in Croatian or in English) only via email to the email address provided during registration. Please direct all correspondence for our Services to info@papinian.ai. We will consider notices received upon receipt. Either party may change its email address for notices under these T&Cs by providing the other party with a written notice, as outlined in this section.