Terms of Service

1.Definitions

Capitalised terms not otherwise defined have the meaning given below.

"Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting securities.

"Authorised User" means a natural person whom the Customer has authorised to use the Platform on the Customer's behalf, typically a lawyer, paralegal, knowledge manager, or support staff at the Customer.

"Customer Data" means any data, document, prompt, query, instruction, file, or other content uploaded to or generated through the Platform by the Customer or an Authorised User, together with any output produced by the Platform in response. Customer Data does not include Usage Data.

"Documentation" means the user and administrator documentation made available by Grasperly through the Platform or at docs.grasperly.com, as updated from time to time.

"Order Form" means an ordering document or online sign-up flow describing the subscription tier, fees, term, and any tier-specific terms agreed between the parties.

"Platform" means the Grasperly software-as-a-service product as defined in the Documentation, including the Grasperly web application, API, command-line tools, integrations, and the underlying AI models accessed through them.

"Sub-processor" has the meaning given in the DPA.

"Usage Data" means metadata about how the Platform is used (e.g. counts of API calls, response latency, feature-toggle states, error rates, browser fingerprint elements limited to those strictly necessary for security) that does not contain Customer Data and that Grasperly uses to operate, secure, and improve the Platform.

2.The Service

Grasperly grants the Customer, during the subscription term and subject to payment of the applicable fees, a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for the Customer's internal business purposes. The right extends to Authorised Users in the number specified in the Order Form.

Grasperly will provide the Platform substantially in accordance with the Documentation. Grasperly may from time to time update, modify, or improve the Platform; we will not materially reduce the core functionality the Customer is paying for during the subscription term without thirty (30) days' prior notice and a right for the Customer to terminate for that reason.

The Platform is a software product. It does not constitute legal advice, and Grasperly is not acting as the Customer's lawyer. Authorised Users are expected to apply their own professional judgment to any output, in line with the bar-association rules and professional standards applicable to them.

3.Orders, fees, and payment

Subscriptions are ordered through an Order Form executed by the parties or through the online sign-up flow at agent.grasperly.com. The Order Form specifies the subscription tier, term, number of Authorised Users, fees, and any tier-specific terms; in the case of online sign-up, the equivalent information is presented at the point of purchase.

Fees are payable in advance for the subscription term unless the Order Form expressly states otherwise. Invoices are due within fourteen (14) days of issuance. Amounts not disputed in good faith within that period are non-refundable except where Grasperly is in material breach of these Terms that it has failed to cure within thirty (30) days of written notice.

Fees are stated exclusive of value-added tax and any other applicable taxes, levies, or duties, which the Customer is responsible for paying except for taxes on Grasperly's income. The Customer must provide a valid VAT number or other tax identifier when required by applicable law.

Grasperly may suspend access to the Platform if undisputed fees remain unpaid more than thirty (30) days after the due date, after giving at least seven (7) days' notice to the Customer's billing contact. Suspension does not relieve the Customer of the obligation to pay the underlying fees.

Grasperly may change list prices for subsequent subscription terms by giving at least sixty (60) days' notice before the start of the renewal term. The Customer's right to terminate by non-renewal is not affected.

4.Customer Data — ownership, licence, and protection

As between the parties, the Customer retains all right, title, and interest in and to Customer Data, including all intellectual-property rights therein. Customer Data is and remains the Customer's property.

The Customer grants Grasperly a limited, worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, and create derivative works of Customer Data solely to the extent necessary to provide the Platform to the Customer, to enforce these Terms, and to comply with mandatory law.

Customer Data is processed in accordance with the Data Processing Agreement, which forms an integral part of these Terms. To the extent of any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

Grasperly will implement and maintain technical and organisational measures appropriate to the risk in line with Article 32 of the GDPR and operating to the controls of ISO/IEC 27001:2022. A summary of those measures is set out in Schedule 3 of the DPA.

5.No training on Customer Data

Grasperly will not use Customer's Confidential Information or Customer Data to train, fine-tune, evaluate, or improve any artificial intelligence model, nor will it permit its Sub-processors to do so. Grasperly contractually requires Zero Data Retention (ZDR) from all model-provider Sub-processors, such that prompts and outputs are not retained or logged for human review beyond the time strictly necessary to return a response.

Grasperly may use solely operational metrics — request and response latency, error rates, feature-usage counts, infrastructure-health signals and similar telemetry that is not derived from the content of any prompt, output, document, or other Customer Data — to operate, secure, troubleshoot, and improve the Platform. Where Grasperly evaluates model performance, it does so exclusively against curated benchmark data sets owned or licensed by Grasperly that contain no Customer Data. Aggregation and de-identification are performed in line with Recital 26 of the GDPR, applying technical and organisational measures designed to make re-identification reasonably impossible.

If the Customer wishes to participate in model evaluation or fine-tuning using its own data, that may be agreed only under a separate written addendum to these Terms, in which case the addendum will govern the scope, purpose, and safeguards of that processing. Absent such an addendum, the prohibition in this section is absolute.

6.AI output — transparency and professional judgment

The Platform uses generative AI to produce drafts, citations, summaries, and other outputs. Outputs may contain mistakes, including incorrect statements of law, fabricated citations ("hallucinations"), or omissions. Authorised Users are responsible for reviewing each output before relying on it for any professional purpose and for adopting the output as their own only after that review.

Grasperly displays clear indicators where content has been produced or materially modified by AI, in line with the transparency obligations under Article 50 of Regulation (EU) 2024/1689 (the EU AI Act) for AI systems that interact with natural persons or generate synthetic content. The Customer agrees not to remove, alter, or obscure those indicators when sharing outputs outside the Platform. The Customer, as the deployer when sharing outputs externally, is responsible for the Article 50(4) disclosure on materially AI-generated text content unless an exception in Article 50(4) applies.

Grasperly classifies the Platform as a limited-risk AI system within the meaning of the EU AI Act when deployed for general legal-research, drafting, and analytical use by private-sector law firms and in-house counsel. It is not intended for, and must not be used to make, automated decisions with legal effects on individuals within the meaning of Article 22 of the GDPR. However, when deployed for use within or to support the adjudicative function of a judicial authority within the meaning of Annex III(8)(a) of Regulation (EU) 2024/1689, the Platform may fall within the high-risk category and the Customer, as the deployer under Article 26, is responsible for the corresponding deployer obligations — including the human oversight, input-data governance, accuracy, robustness and post-market monitoring duties triggered by that classification. The Customer is responsible for embedding the human-in-the-loop and risk-management controls required by applicable law in any high-risk deployment.

Nothing in this section limits Grasperly's other obligations under these Terms — including the warranty in Section 9 that the Platform substantially conforms to the Documentation, the security obligations in Section 4, and the no-training commitment in Section 5.

7.Customer obligations

The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own. The Customer will: (i) ensure that each Authorised User has accepted these Terms; (ii) keep account credentials confidential; (iii) promptly notify Grasperly of any unauthorised access or use; and (iv) use the Platform in accordance with the Acceptable Use Policy.

The Customer represents and warrants that (i) it has the right to upload Customer Data to the Platform and to grant the licence in Section 4; (ii) Customer Data does not infringe the intellectual-property, privacy, publicity, or other rights of any third party; and (iii) the Customer's use of the Platform does not violate any applicable law, court order, or professional rule binding on the Customer.

The Customer is responsible for any clearances, consents, and notices required from data subjects, courts, opposing counsel, or third parties before uploading certain Customer Data, including without limitation data subject to legal professional privilege of a person other than the Customer or to a court-imposed gag order.

8.Confidentiality

Each party ("Receiving Party") may receive information from the other party ("Disclosing Party") that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Customer Data is the Confidential Information of the Customer. Non-public technical, security, and pricing information about the Platform is the Confidential Information of Grasperly.

The Receiving Party will (i) use Confidential Information solely to perform its obligations and exercise its rights under these Terms; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own information of similar sensitivity, and in any event no less than a reasonable degree of care; and (iii) limit access to Confidential Information to its personnel and contractors who need to know it and who are bound by confidentiality obligations no less protective than those in this Section.

The obligations in this Section do not apply to information that the Receiving Party can demonstrate (i) was lawfully in its possession before disclosure; (ii) is or becomes public through no fault of the Receiving Party; (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without restrictions on disclosure.

Where the Receiving Party is compelled by law or by a competent authority to disclose Confidential Information, it will, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other remedy.

The obligations in this Section survive termination of these Terms for a period of five (5) years, except for Customer Data and trade secrets, which remain protected for as long as they retain the relevant character.

9.Warranties and disclaimers

Grasperly warrants that during the subscription term (i) the Platform will perform substantially in accordance with the Documentation; (ii) Grasperly will not materially decrease the security protections set out in Schedule 3 of the DPA during a subscription term; and (iii) Grasperly will not knowingly introduce malicious code into the Platform.

If Grasperly is in breach of the warranty in (i) above and fails to cure that breach within thirty (30) days of the Customer's written notice describing the breach in reasonable detail, the Customer may, as its sole and exclusive remedy and Grasperly's sole liability for such breach, terminate the affected subscription and receive a pro-rata refund of fees prepaid for the unused portion of the term.

Except for the express warranties in this Section, the Platform is provided "as is" and Grasperly disclaims to the maximum extent permitted by law all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, and non-infringement. Grasperly does not warrant that the Platform will be uninterrupted or error-free, that outputs will be free from mistakes or hallucinations, or that the Platform will meet any specific legal or professional standard applicable to the Customer.

10.Indemnification

Grasperly will defend the Customer against any claim by a third party that the Customer's use of the Platform in accordance with these Terms infringes that third party's intellectual-property rights, and will indemnify the Customer against amounts finally awarded against it by a court of competent jurisdiction or agreed in a settlement approved by Grasperly in respect of such claim. Grasperly's obligations under this paragraph do not apply where the alleged infringement results from (i) use of the Platform in combination with software, data, or services not provided or authorised by Grasperly; (ii) modification of the Platform other than by Grasperly; (iii) Customer Data; or (iv) use after Grasperly has notified the Customer to discontinue use due to a potential infringement.

The Customer will defend Grasperly against any claim by a third party arising from (i) Customer Data; (ii) the Customer's use of the Platform in breach of these Terms, the AUP, or applicable law; or (iii) any output the Customer adopts and uses outside the Platform in breach of these Terms, and will indemnify Grasperly against amounts finally awarded or agreed in a settlement approved by the Customer in respect of such claim.

Each party's indemnification obligation is subject to (i) prompt written notice of the claim from the indemnified party (provided that delay does not reduce the indemnifying party's obligation except to the extent it is materially prejudiced by it); (ii) sole control of defence and settlement by the indemnifying party (provided that settlements require the indemnified party's consent if they admit liability or impose ongoing obligations on the indemnified party); and (iii) reasonable cooperation by the indemnified party at the indemnifying party's expense.

11.Limitation of liability

Subject to the paragraph below, each party's total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the fees paid or payable by the Customer to Grasperly under the affected Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. For free or evaluation use without paid fees, Grasperly's aggregate liability will not exceed one hundred (100) euros.

Neither party will be liable for (i) loss of profit, revenue, anticipated savings, goodwill, or business; (ii) loss of, or damage to, data, except for amounts within the cap above; (iii) loss of opportunity; or (iv) indirect, consequential, special, exemplary, or punitive damages — in each case whether or not the party knew or should have known of the possibility of such loss.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by mandatory law, including liability for (i) death or personal injury caused by negligence; (ii) wilful misconduct or gross negligence; (iii) breach of the no-training commitment in Section 5; (iv) breach of confidentiality under Section 8; (v) the indemnification obligations in Section 10; or (vi) amounts owed under an Order Form.

12.Term and termination

These Terms commence on the date the Customer first accepts them and continue for as long as any Order Form is in force. Each Order Form runs for the initial term specified in it and automatically renews for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate these Terms or an Order Form for cause immediately on written notice if the other party (i) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice describing it in reasonable detail; (ii) becomes the subject of insolvency, receivership, or analogous proceedings that are not dismissed within sixty (60) days; or (iii) ceases to do business in the ordinary course.

On termination or expiry of an Order Form: (i) the Customer's right to access the Platform ends; (ii) Grasperly will make Customer Data available for export for at least thirty (30) days; (iii) thereafter, Grasperly will delete Customer Data in line with the DPA; (iv) any fees prepaid for periods after the effective date of termination will be refunded if termination was due to Grasperly's uncured material breach; otherwise, prepaid fees are non-refundable; and (v) Sections 4, 5, 8, 9 (third paragraph — disclaimers), 10, 11, 13 and 14 survive.

13.Governing law and disputes

These Terms are governed by the laws of the Republic of Poland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or in connection with these Terms that the parties have been unable to resolve through good-faith negotiation within thirty (30) days will be submitted to the exclusive jurisdiction of the common courts of the Republic of Poland competent for the registered office of Grasperly in Warsaw. The parties expressly waive any objection based on inconvenient forum.

Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

14.General

Updates. Grasperly may update these Terms from time to time. We will notify the Customer of material updates at least thirty (30) days before they take effect, by email to the Customer's administrator and through a notice on grasperly.com. If the Customer does not accept a material update, the Customer may terminate the affected subscription before the update takes effect; continued use after the effective date constitutes acceptance.

Notices. Notices to Grasperly must be sent to legal@grasperly.com with a copy to Grasperly Sp. z o.o., ul. Tczewska 4a/78, 01-674 Warszawa, Poland. Notices to the Customer will be sent to the administrator contact most recently on file with Grasperly.

Language. These Terms are published in English and in Polish. The English-language version is the binding text; the Polish-language version is a translation provided for convenience. In the event of any discrepancy, the English-language version prevails, except where mandatory law applicable to the Customer requires another language to govern.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, reorganisation, or sale of all or substantially all of its assets, on written notice to the other party. Any other purported assignment is void.

Force majeure. Neither party is liable for delay or failure to perform any obligation other than payment to the extent that the delay or failure is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, telecommunications failures, or failures of upstream providers.

Entire agreement. These Terms, together with the Order Forms, the DPA, the Privacy Policy, the AUP, and the Cookie Policy, constitute the entire agreement between the parties on its subject matter and supersede any prior or contemporaneous agreement on that subject matter. Any pre-printed terms on a Customer purchase order or similar document have no effect.

Severability. If any provision of these Terms is held unenforceable, the remainder remains in full force and effect, and the unenforceable provision will be reformed so as to give effect to the parties' intent to the maximum extent permitted by law.

No waiver. A failure or delay in exercising any right is not a waiver of that or any other right. No waiver is effective unless in writing.

No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.