Last updated: July 21, 2026
These Terms and Conditions (the "Agreement") govern access to Sapeum's software-as-a-service product and its AI-powered features (the "Cloud Service") by customers who access the Cloud Service without a separately signed Order Form. Customers with a signed Order Form are governed by that Order Form and its Key Terms; these click-through terms apply only in the absence of such an Order Form.
This Agreement adopts and incorporates by reference the Common Paper Cloud Service Agreement Standard Terms v2.1 (the "Standard Terms"), which are hosted by Common Paper at that link and form part of this Agreement. The Sapeum-specific Key Terms below fill in the Variables referenced by the Standard Terms. Where these Key Terms (including the "Other Changes to Standard Terms" section) conflict with the Standard Terms, the Key Terms control.
"Provider" means Sapeum, Inc., a Delaware corporation. "Customer" means the person or entity accessing the Cloud Service. Capitalized terms not defined in these Key Terms have the meanings given in the Standard Terms.
Effective Date. The date Customer first accesses the Cloud Service or accepts these terms electronically, whichever is earlier.
Governing Law. The laws of the State of New York, without regard to its conflict-of-laws principles.
Chosen Courts. The state and federal courts located in New York County, New York. Each party irrevocably submits to the exclusive jurisdiction of those courts for any action arising out of or relating to this Agreement and waives any right to a trial by jury.
Covered Claims.
General Cap Amount. 1x the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.
Increased Claims. Breach of Section 3 (Privacy & Security); and breach of Section 10 (Confidentiality), excluding any data or security breaches.
Increased Cap Amount. 2x the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.
Unlimited Claims. Each party's indemnification obligations under Section 9 of the Standard Terms.
Additional Warranties. None. The Sapeum-specific commitments regarding machine learning, security incident notification, subprocessors, data return, AI input/output ownership, and model changes are set forth in the "Other Changes to Standard Terms" section below and operate as modifications to the Standard Terms rather than as Additional Warranties under Section 6.
Provider will comply with the Security Policy and related security documents available at trust.sapeum.com. The policies published there (including Encryption, Incident Response, Data Classification and Handling, and Access Control) describe how Provider protects Customer Content and are updated as Provider's security program evolves. Provider will not materially reduce the overall security commitments published at trust.sapeum.com as of the Effective Date without providing prior notice to Customer. Updates that maintain or strengthen those commitments, or that reflect changes in underlying controls, service providers, or certifications, may be made without notice.
The following modifications apply to the Standard Terms and, in the event of conflict, control over the Standard Terms.
Delete Section 1.6 (Machine Learning) and replace it with the following: Provider will not use Customer Content to train, fine-tune, or otherwise develop any machine learning or artificial intelligence model. Provider may aggregate and de-identify Customer Content and Usage Data to produce "Aggregated Data" (data that no longer contains, reveals, or could reasonably be used to single out or re-derive the Confidential Information of any customer, and no longer identifies any individual), which is not Customer Content or Confidential Information, and may develop and train its own models using Aggregated Data. No third party, including any third-party AI model provider that Provider engages (each, a "Model Provider"), may train any model on Customer Content or Aggregated Data. Each Model Provider is contractually required to process Customer Content only to provide the requested inference, retain it no longer than 30 days, and not train on it. Machine learning and AI outputs may be incorrect or inaccurate and are not a substitute for human oversight.
Provider will notify Customer without undue delay, and in any event within 72 hours, after becoming aware of any confirmed unauthorized access to, or acquisition, disclosure, loss, or alteration of, Customer Content. Such notice will include the known details of the incident, the categories and approximate number of records affected, and the steps Provider is taking to investigate and mitigate.
Provider may engage third-party service providers ("Subprocessors"), including cloud infrastructure providers and Model Providers, to process Customer Content in connection with providing the Cloud Service. Provider will maintain a current list of Subprocessors available upon written request to Customer and will impose data-protection obligations on each Subprocessor no less protective than those in this Agreement. Provider will use commercially reasonable efforts to notify Customer of new Subprocessors that will process Customer Content in advance of their onboarding (for example, by email to Customer's designated administrator); provided that where advance notice is not practicable, Provider will notify Customer promptly after onboarding. Provider remains responsible for the acts and omissions of its Subprocessors in the performance of the Cloud Service.
Modify Section 5.5(b) to provide the following: upon termination or expiration, Customer may export Customer Content through the Cloud Service's standard export functionality for a period of 30 days (the "Export Period"). Within 60 days following the end of the Export Period, Provider will delete or anonymize Customer Content from active systems. Customer Content residing in backups will be overwritten or deleted in accordance with Provider's standard backup rotation, typically within 90 days thereafter, and will remain subject to the confidentiality obligations in Section 10 until destroyed. Provider may retain Customer Content beyond these periods only to the extent required by Applicable Laws or ongoing legal process.
Provider may update, replace, or discontinue AI features or underlying models from time to time. Where a change would materially and adversely affect the functionality of a generally available AI feature as described in the then-current Documentation, Provider will use commercially reasonable efforts to provide Customer with at least 30 days' advance notice; provided, however, that where a Model Provider deprecates or changes an underlying model on shorter notice, Provider will notify Customer as soon as reasonably practicable after Provider receives notice from the Model Provider, and the 30-day period does not apply. Nothing in this section requires Provider to continue offering any specific model, vendor, or version where doing so is no longer commercially, technically, or legally feasible.
Provider's indemnification obligation under Section 9.1 does not extend to any claim to the extent it arises from Outputs generated by AI features in response to Inputs, or from Customer's use or distribution of such Outputs. Customer acknowledges that Outputs are probabilistic content and, under Section (g) below, are Customer Content. This carve-out does not reduce Provider's indemnification obligations for infringement claims directed at the Cloud Service itself (for example, its user interface, software, or proprietary components) independent of Output content.
As between the parties, Customer owns the prompts, queries, files, and other content Customer submits to AI-powered features of the Cloud Service ("Inputs") and, to the extent permitted by Applicable Laws, the content generated by AI-powered features in response to Inputs ("Outputs"). Inputs and Outputs are Customer Content under this Agreement. To the extent Provider has any right, title, or interest in Outputs associated with Customer's account, Provider hereby assigns such rights to Customer, subject to Customer's compliance with this Agreement. Customer acknowledges that Outputs may not be unique and that similar or identical Outputs may be generated for other customers from different Inputs.
Modify Section 12.8 (Logo Rights) so that Customer may, at any time, request by written notice to Provider that Provider cease using Customer's name or logo in marketing materials, and Provider will honor such request within 30 days following receipt (to allow for updates to published or queued materials).
For customers accessing the Cloud Service on a click-through basis, the following Order Form terms apply unless superseded by a separately signed Order Form:
Cloud Service: The Sapeum software-as-a-service product, including its AI-powered features.
Order Date: The date Customer first accesses the Cloud Service or accepts these terms electronically, whichever is earlier.
Subscription Period: The billing period specified at enrollment (for example, monthly or annual), automatically renewing for successive periods of the same duration unless either party provides notice of non-renewal. Month-to-month subscriptions may be cancelled effective at the end of the then-current billing cycle through the Cloud Service's self-serve cancellation functionality.
Cloud Service Fees: As described on Provider's then-current pricing page or in Customer's subscription enrollment.
Payment Process: As specified at enrollment. For automatic payment, Customer authorizes Provider to charge Customer's payment method on file for the applicable Fees on the billing cadence specified at enrollment.
Non-Renewal Notice Date: For subscription terms longer than one month, at least 30 days before the end of the current Subscription Period. For month-to-month subscriptions, non-renewal is effected by cancelling through the Cloud Service prior to the next billing cycle.
Notice Addresses. Notices to Provider must be sent to legal@sapeum.com, with a copy by overnight delivery to Sapeum, Inc. at its then-current registered address in Delaware. Notices to Customer will be sent to the email address associated with Customer's account administrator. Either party may update its notice address by written notice to the other.
Technical Support. Provider will provide technical support during its standard business hours through the support channels identified in the Cloud Service or at its then-current support site. Additional or premium support, if any, will be as described on Provider's pricing page or in a separately signed Order Form.