Terms of Service (draft)

DRAFT FOR COUNSEL REVIEW. NOT PUBLISHED, NOT EXECUTED. [BRACKETED] items are unestablished facts about the company. [LAWYER DECISION] marks a point a qualified lawyer must decide.

Before you sign up — the things that cost money or limit what you get

Placed first deliberately. Under the EU Unfair Commercial Practices Directive (2005/29) Arts. 6-7 and the Consumer Rights Directive, and under the California Automatic Renewal Law, material terms must be presented clearly and conspicuously before you commit — not buried.

Paid plans renew automatically until you cancel. Price, billing interval, renewal and cancellation are in §9.
On the free plan, a study locks 24 hours after you create it. After 24 hours you can no longer add to it or ask new questions about it unless you upgrade. Your files and history are not deleted, and you can still [CONFIRM: export and delete] them. This is stated again in §7 and is shown before you create your first study.
The answers are generated by an AI model and can be wrong, including citing the wrong page. §5.
We send your uploaded document's full text to a third-party AI provider, which may be outside your country. See the Privacy Policy.
You must have the right to upload what you upload. §6.

1. Who these terms are with

These terms are a contract between you and [LEGAL ENTITY NAME], [REGISTERED ADDRESS], company number [NUMBER] ("we", "us"). By creating an account you accept them.

[LAWYER DECISION] — consumer versus business contracting. If consumers in the EU are served, mandatory consumer protection law applies regardless of any choice of law, and several clauses below (liability, jurisdiction, unilateral change) must be narrowed accordingly. A single set of terms covering both consumers and businesses is workable but needs a lawyer's pass; a separate B2B set may be cleaner. Decide before publication.

2. Contact points (DSA Arts. 11 and 12)

We provide a single electronic point of contact allowing direct and rapid communication:

For users: [SUPPORT EMAIL], and the in-app support form.
For Member State authorities, the European Commission and the European Board for Digital Services (DSA Art. 11): [LEGAL CONTACT EMAIL].
Languages we accept: [ENGLISH, PLUS ANY OTHERS — DSA Art. 12(2) requires you to say].
Copyright and illegal-content notices: [NOTICE EMAIL], and see §8.

[TO BE COMPLETED: depends on place of establishment] — DSA Art. 13. If we are not established in the EU but offer services there, we must designate a legal representative in a Member State where we offer services and publish their name and address here. [NAME, ADDRESS — TO BE COMPLETED]

3. Minimum age

You must be at least 13 years old to use Cinepsus.

If you are in the European Union or the European Economic Area, you must be at least 16, unless the law of your country sets a lower age for a child's consent to information-society services (some Member States set 13, 14 or 15), in which case that lower age applies to you — but never below 13.

We do not ask for or store your date of birth. We deliberately collect no age information, because collecting it would create personal data we do not otherwise need. By creating an account you confirm you meet the age requirement above.

If we learn that an account belongs to someone below the applicable age, we will close it and delete the data. Tell us at [PRIVACY CONTACT EMAIL].

[LAWYER DECISION] — self-declaration with no verification is the proportionate approach for a service that is plainly not directed at children (a scientific-paper reading assistant), and it is consistent with the data-minimisation principle. Confirm that this remains adequate under any age-assurance rules applicable in the target markets at the time of launch, and re-check if the product is ever marketed to schools or to under-18 learners — that would change the analysis materially and could also change the AI Act classification.

4. Your account

Keep your credentials secure; you are responsible for activity under your account. One account per person unless we agree otherwise. We may suspend or close an account that breaches these terms, and will tell you why unless we are legally prevented from doing so.

5. What the service does, and what it does not

Cinepsus reads documents you upload and generates answers about them, with references to the pages it drew on. It can also run Python code you provide in an isolated sandbox, fetch metadata and open-access copies of papers your document cites, and build a graph of concepts.

The output is generated by an artificial intelligence model. It can be inaccurate, incomplete, or misattributed, including citing a page that does not support the statement. You must verify anything you rely on against the source document. The service is a reading aid, not a source of truth, and it is not professional advice of any kind — not medical, legal, financial, engineering or scientific advice.

You are responsible for how you use the output, including any obligation you have to disclose AI assistance to a publisher, employer, funder or academic institution. Many of them have rules about this. We do not know what yours are.

[LAWYER DECISION] — do not add any accuracy or citation guarantee here or anywhere in marketing. An absolute claim (for example, that every answer cites the page it came from) is an unsubstantiated performance claim under FTC Act §5 and a misleading commercial practice under the UCPD. Marketing copy must be reviewed against this clause, not the other way round.

6. What you upload, and the rights you need

You keep ownership of everything you upload. You grant us a limited licence to host, copy, extract text from, render, transmit to our AI model provider, and process your files solely to provide the service to you. We do not use your content to train AI models [CONFIRM AGAINST THE MODEL PROVIDER'S TERMS BEFORE PUBLISHING THIS SENTENCE], and we do not use it for any purpose other than operating the service for you. The licence ends when you delete the content or your account.

You warrant that, for every file you upload:

you own the copyright, or you have a licence, a subscription, an institutional entitlement, or a statutory exception that permits you to make the copy you are making by uploading it, or the work is open access, public domain, or otherwise freely usable for this purpose; and
uploading it does not breach a publisher's terms of use, a database licence, an embargo, or a confidentiality obligation; and
it contains no personal data about other people that you are not entitled to share, and in particular no special-category data under GDPR Art. 9; and
it is not illegal content.

A caution worth stating plainly: many subscription and institutional licences to academic publishers permit personal reading but restrict systematic downloading, machine processing, or transmission of full texts to third-party services. Uploading such a paper to Cinepsus may breach that licence even though you obtained the paper lawfully. That is between you and your licensor, and it is why the warranty above exists. If you are unsure, do not upload it.

You indemnify us against third-party claims arising from content you upload in breach of this section. [LAWYER DECISION] — indemnities given by consumers are unenforceable or heavily restricted in several EU Member States and under UK consumer law. Consider limiting this indemnity to business users and deleting it for consumers.

Reference fetching. Where the service retrieves a paper cited by your document, it retrieves only from sources we have determined make the material available for this purpose. See our published position on reference sources [LINK TO legal/positions.md OR ITS PUBLISHED EQUIVALENT]. Fetched material is provided to you for your own reading; you may not redistribute it.

7. Plans, limits, and the free-plan study lock

Plan features and limits are set out at [PRICING PAGE URL] and form part of these terms.

Free plan — 24-hour study lock. On the free plan you may create one study. That study locks 24 hours after you create it. Once locked, you cannot continue working in it — you cannot add documents or ask further questions — unless you upgrade to a paid plan. The 24-hour period runs from creation, not from first use, and it is not extended by inactivity.

We state this here, on the pricing page, and at the point of creating a study, because it is material information about what the free plan actually offers and you are entitled to know it before you invest effort in uploading documents. Your files, highlights and chat history are not deleted when a study locks, and you retain the right to obtain a copy of them and to delete them at any time — locking never overrides your data-protection rights. [CONFIRM IN THE PRODUCT THAT EXPORT AND DELETION REMAIN AVAILABLE ON A LOCKED STUDY. If they do not, that is a defect to fix, not a term to draft around.]

We may change plan limits. For changes that reduce what a paying plan offers, we give at least [30] days' notice and you may cancel before the change takes effect and receive a pro-rata refund of the unused period. [LAWYER DECISION] — the unilateral-variation clause is a classic unfair-terms target under the Unfair Contract Terms Directive (93/13) Annex 1(j)-(k); the notice-plus-exit-plus-refund structure above is the standard mitigation but needs a lawyer's sign-off.

8. Acceptable use, illegal content, and notice-and-action (DSA Arts. 14 and 16)

8.1 What you must not do (DSA Art. 14 content restrictions)

You must not use Cinepsus to upload, generate, store or distribute:

content that infringes copyright, database rights, trade marks or other intellectual property;
content that is illegal under EU or Member State law, or under the law applicable to you — including child sexual abuse material, terrorist content, incitement to violence or hatred, and unlawful discrimination;
personal data about other people that you have no right to process, or special-category data under GDPR Art. 9;
confidential or trade-secret material you are not entitled to disclose;
material designed to attack, overload or gain unauthorised access to our systems or anyone else's; content that attempts to escape or subvert the code sandbox; code that mines cryptocurrency, sends spam, scans networks, or exfiltrates our credentials or infrastructure metadata;
content intended to manipulate the AI into producing illegal output, or to extract our prompts or another user's data.

You must also not resell, sublicense or systematically extract the service; use automated means to bulk-process documents beyond your plan limits; or use the service to build a competing product.

8.2 How we enforce, and your right to be told why

Where we restrict content or an account under §8.1, we act in a diligent, objective and proportionate way, with regard to the fundamental rights of everyone involved (DSA Art. 14(4)). We use [human review / automated tooling — STATE ACCURATELY; Art. 14(1) requires disclosure of any automated content-moderation means]. Where we remove or disable content you provided, or suspend your account, we will give you a statement of reasons explaining what we did, why, the legal or contractual ground, and how to contest it — unless we are legally prohibited from telling you.

[LAWYER DECISION] — Cinepsus stores information provided by users but does not disseminate it to the public: every stored object is scoped to a single account. On that basis it is a hosting service under DSA Art. 3(g)(iii) and not an online platform under Art. 3(i), so the Section 3 obligations (internal complaint-handling under Art. 20, out-of-court dispute settlement under Art. 21, trusted flaggers, transparency reporting, statements of reasons submitted to the Commission database under Art. 24(5)) do not apply. The Art. 19 micro/small-enterprise exemption is not what does the work here — Art. 19 exempts only from Section 3 in any event, and never from Arts. 11-16. Confirm this classification, and re-open it immediately if any sharing, public-link, or collaboration feature is ever added, because that would likely make Cinepsus an online platform and pull in the whole of Section 3.

8.3 Notice and action — how to report illegal content (DSA Art. 16)

Anyone may notify us of content on Cinepsus they believe is illegal. Send notices to [NOTICE EMAIL] or use the form at [NOTICE FORM URL]. To be effective, a notice must contain:

a sufficiently substantiated explanation of why you consider the content illegal;
a clear indication of where it is — the exact URL or other precise location information;
your name and email address, except for notices about offences under Arts. 3-7 of Directive 2011/93/EU, where you need not identify yourself; and
a statement confirming your good-faith belief that the information in the notice is accurate and complete.

We will confirm receipt without undue delay, decide without undue delay in a diligent, non-arbitrary and objective manner, tell you the outcome and the redress available, and tell you if any automated means were used in handling your notice.

Note that because content on Cinepsus is private to the account that uploaded it, a notifier will not normally be able to see the content; notices will in practice come from rightsholders acting on other information, or from authorities. That does not reduce the obligation to receive and act on them.

8.4 Copyright notices

Copyright complaints go to the same address. If you are notifying us under the United States Digital Millennium Copyright Act, §512(c)(3), send your notice to our designated agent:

[DESIGNATED AGENT NAME, ADDRESS, PHONE, EMAIL — TO BE COMPLETED AND REGISTERED WITH THE U.S. COPYRIGHT OFFICE. The §512(c) safe harbour is unavailable until the agent is registered in the Copyright Office directory and the details are published here.]

We operate a repeat-infringer policy and will terminate accounts of repeat infringers in appropriate circumstances. Counter-notice procedure: [STANDARD §512(g) COUNTER-NOTICE PROCESS — TO BE DRAFTED].

9. Payment, automatic renewal, and cancellation

Written to satisfy the California Automatic Renewal Law (Bus. & Prof. Code §17600 et seq.) and the Restore Online Shoppers' Confidence Act (15 U.S.C. §8403), and to be robust to the uncertain status of the FTC's negative-option rule. [LAWYER DECISION] — the FTC's 2024 negative-option rule was vacated on appeal in 2025; its status as at publication has not been re-verified in this draft. The California ARL is not in doubt, so this clause is drafted to that standard, which is the stricter of the two on disclosure and cancellation. Verify the federal position before launch.

9.1 Offer terms, presented before you pay. Before you are charged, and adjacent to where you accept, we present in clear and conspicuous terms, in visual proximity to the payment button:

the price, including any introductory or promotional price and the price that applies after the promotion ends;
the billing interval (monthly or annual);
that the subscription continues automatically and will be charged at the start of each new interval until you cancel;
the minimum term, if any, and any cancellation charge; and
how to cancel, with a link to the cancellation control.

9.2 Your consent. We charge you only after you affirmatively consent to these terms. Consent to automatic renewal is obtained separately from any other terms and is not bundled or pre-ticked.

9.3 Acknowledgement. After you subscribe, we email you a confirmation containing the automatic-renewal terms, the cancellation policy, and instructions on how to cancel, in a form you can retain.

9.4 Renewal. Your subscription renews automatically at the end of each billing interval at the then-current price for that plan. If the price is increasing, or a promotional or trial price is ending, we will email you in advance — at least [30] days before an annual renewal and at least [7] days before the end of a promotional period. [LAWYER DECISION] — some jurisdictions require advance renewal reminders on specific timelines for terms above a certain length (California requires advance notice for automatic renewals of 12 months or longer on certain offers, and for material term changes). Set the final notice periods to the strictest applicable rule across target markets.

9.5 Cancellation. You may cancel at any time, online, in the same medium you used to subscribe, through a cancellation control in your account settings. Cancellation must not require a phone call, a chat with a retention agent, or an email to support. Cancellation takes effect at the end of the current paid interval; you keep access until then. [VERIFY THAT THIS CONTROL ACTUALLY EXISTS AND IS REACHABLE IN NO MORE STEPS THAN SIGNING UP TOOK. If it does not exist, do not launch billing.]

9.6 Free trials and promotions. Where a paid plan is offered on a free or discounted trial, we tell you before you start when the trial ends and what you will be charged, and we remind you before the first full charge.

9.7 EU and UK right of withdrawal. If you are a consumer in the EU or UK, you have 14 days to withdraw from the contract without giving a reason (Consumer Rights Directive 2011/83, Art. 9). Because the service is supplied digitally and immediately, we ask you to expressly request immediate performance and acknowledge that you lose the right of withdrawal once the service is fully performed — [LAWYER DECISION] for a subscription service that is supplied continuously rather than "fully performed" at once, the correct analysis is usually that withdrawal remains available and you pay pro rata for what you used (Art. 14(3)). Draft the final wording carefully; getting this wrong is a common enforcement target. Withdrawal instructions and a model withdrawal form must be supplied [ANNEX TO BE ADDED].

9.8 Refunds. [STATE THE POLICY. Whatever it is, statutory withdrawal and conformity rights sit on top of it and cannot be excluded for consumers.]

9.9 Taxes. Prices are [INCLUSIVE / EXCLUSIVE] of VAT, sales tax and similar. [LAWYER DECISION] — EU VAT on digital services to consumers is due in the consumer's Member State from the first euro, with no threshold, and needs an OSS registration or an equivalent arrangement with the payment provider. US sales-tax nexus for SaaS varies by state. Both need resolving before launch, independently of these terms.

9.10 Non-payment. If a payment fails we may retry, and may suspend the paid features after notice. We will not delete your content solely because a payment failed; see the retention schedule for what happens to an account that lapses.

10. Availability, changes, and termination

We aim to keep the service available but do not promise uninterrupted operation, and there is no service level commitment on [FREE / ALL] plans. We may change or discontinue features; for changes that materially reduce a paid plan, §7 applies.

You may close your account at any time. [NOTE FOR THE PRODUCT TEAM — an account-deletion control must exist and must actually erase stored files as well as database records before this clause can honestly be published.]

We may terminate for material breach, for illegal use, or where required by law, with notice and a statement of reasons under §8.2 where the DSA applies.

11. Liability

[TO BE DRAFTED BY COUNSEL — DO NOT USE BOILERPLATE] [LAWYER DECISION]. Constraints the drafter must respect:

liability for death or personal injury caused by negligence, and for fraud, cannot be excluded;
consumer statutory rights under the Digital Content Directive (2019/770) and national consumer law cannot be excluded or limited, and a clause purporting to do so is both unenforceable and itself an unfair term;
a cap expressed as the greater of [amount] or fees paid in the preceding 12 months is the usual commercial position for business users;
exclusion of liability for AI output accuracy must be drafted consistently with §5 and must not attempt to exclude liability for our own defective service.

12. Governing law and disputes

[JURISDICTION — TO BE COMPLETED] [LAWYER DECISION]. Note: a choice of law cannot deprive an EU consumer of the protection of the mandatory rules of their country of habitual residence (Rome I, Art. 6), and under Brussels I recast a consumer may sue and generally must be sued in their own country. Any US arbitration or class-waiver clause must not be applied to EU consumers. Whether to include arbitration for US users at all is a commercial decision with real trade-offs — mass-arbitration exposure is the counter-argument.

13. Miscellaneous

Entire agreement; severability; no waiver; assignment by us on notice; force majeure; notices by email to your account address. [STANDARD CLAUSES — TO BE COMPLETED BY COUNSEL]

14. Changes to these terms

We will post changes and update the date above. For material changes we give at least [30] days' notice to account holders by email, and you may cancel before they take effect. Continued use after that date means you accept them. [LAWYER DECISION] — "continued use means acceptance" is weak against consumers; the notice-plus-right-to-exit structure is what makes it defensible.