Legal Terms

Part 1

Part 2

These Subscription Terms apply when you create a fileAI account and subscribe to our services through our self-serve channel. They form a binding agreement between Customer and Bluesheets Pte. Ltd., trading as fileAI. “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. 

‍If you (the person accepting this Agreement) are accepting these Subscription Terms on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to these Subscription Terms, and (ii) you agree to these Subscription Terms on behalf of your employer or such entity.

‍If you are accepting these Subscription Terms using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of these Subscription Terms will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in these Subscription Terms will refer to your employer or that entity.

 ‍By clicking “Agree”, creating an account, or accessing the services, you agree to these Subscription Terms and the General Terms in Part 1. If you don’t agree, don’t use the services.

‍These Subscription Terms take precedence over the General Terms in respect of your use of the services. Where they are silent, the General Terms continue to apply.
‍

In these Subscription Terms:

‍"Acceptable Use Policy" or "AUP" means the fileAI Acceptable Use Policy available at www.file.ai/acceptable-use-policy, as updated from time to time.

‍"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests or the power to direct management and policies.

‍"Aggregated Data" means data derived from the operation of the services that has been aggregated, anonymised, and de-identified so that it cannot reasonably be used to identify you, any User, or any individual. Aggregated Data excludes Customer Data.

‍"Confidential Information" means any business, technical, financial, or operational information that a party discloses to the other that is identified as confidential or that the receiving party reasonably ought to know is confidential given its nature and the circumstances of disclosure. Customer Data, fileAI’s technology and pricing, and each party’s business plans constitute Confidential Information.

‍"Customer Data" means all data, content, files, or information you submit to or upload to the services, excluding Usage Data and Aggregated Data.

‍"Documentation" means the technical guides, manuals, and specifications for the services available at docs.file.ai."DPA" means the fileAI Data Processing Agreement available at www.file.ai/dpa, as updated from time to time."Personal Data" means any information relating to an identified or identifiable natural person processed by fileAI on your behalf in connection with the services, as further defined in the DPA and applicable data protection law.

‍"Pricing Plan" means the subscription plan you select at sign-up, as described at www.file.ai/pricing.

‍"Services" means the cloud-based AI and workflow automation platform and related features fileAI makes available to you under these Subscription Terms and your Pricing Plan, as described in the Documentation, excluding any third-party services.

‍"Subscription Fees" means the fees payable for the services under your Pricing Plan.

‍"Subscription Term" means the period specified in your Pricing Plan, commencing when you subscribe and renewing automatically in accordance with Section 9.

‍"Usage Data" means technical logs, telemetry, performance metrics, and operational data generated through use of the services, excluding Customer Data.

‍"User" means any employee or individual contractor of yours who you designate to access and use the services on your behalf.
‍

2.1  Your access rights
‍Subject to these Subscription Terms and payment of applicable Subscription Fees, fileAI grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the services during the Subscription Term for your internal business purposes, in accordance with the Documentation and the usage limits of your Pricing Plan.

2.2  Your account
‍You are responsible for keeping your account credentials secure and for all activity that occurs under your account. Notify us promptly at support@file.ai if you suspect unauthorised access. You must provide accurate information when creating your account and keep it current.

‍2.3  Users
‍You may grant access to Users up to the limits of your Pricing Plan. You are responsible for your Users’ compliance with these Subscription Terms and the AUP, and for all activity they undertake using the services. Each set of credentials must be for one individual and must not be shared.

‍2.4  Acceptable Use
‍You agree to comply with the fileAI Acceptable Use Policy, which is incorporated into these Subscription Terms by reference. You are responsible for ensuring that your Users also comply with the AUP. In the event of any conflict between the AUP and these Subscription Terms on the subject of permitted use, the AUP prevails.

‍2.5  Product-Specific Terms
‍Certain fileAI products or services may be subject to additional terms that supplement these Subscription Terms ("Product-Specific Terms"). Where Product-Specific Terms apply to a product or service you access or purchase, they will be identified and made available to you at the point of purchase or activation, or within the applicable product interface, and your use of that product or service constitutes your acceptance of the applicable Product-Specific Terms. In the event of any conflict between these Subscription Terms and any Product-Specific Terms, the Product-Specific Terms shall prevail with respect to the subject matter they specifically address, and these Subscription Terms shall continue to apply in all other respects.
‍

3.1  Your data is yours
‍You retain all rights in Customer Data. You grant fileAI a limited licence to process, host, store, and use Customer Data solely to provide the services and perform our obligations under these Subscription Terms. We will not use Customer Data for any other purpose without your consent.

‍3.2  Your responsibilities for Customer Data
‍You represent and warrant that you have all rights necessary to provide Customer Data to fileAI, and that Customer Data does not violate any third-party rights or applicable law. You are responsible for the accuracy and legality of all Customer Data you submit.

‍3.3  fileAI’s intellectual property
‍fileAI and its licensors retain all right, title, and interest in the services, Documentation, and all underlying software, AI models, algorithms, workflows, training data, and any improvements or derivative works thereof. Except for the access rights in Section 2.1, no intellectual property rights are transferred to you.

‍3.4  Aggregated Data
‍fileAI may use Aggregated Data and Usage Data to operate, maintain, and improve the services and develop new features, provided such data cannot be used to identify you or any individual.

‍3.5  Feedback
‍If you share ideas, suggestions, or feedback about the services, you grant fileAI a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose in connection with our products and services. This doesn’t transfer ownership of any of your intellectual property.
‍

‍4.1  How we handle your personal data
‍If you are an individual signing up on your own behalf, our Privacy Policy explains how we collect and process your personal data as a data controller.

‍4.2  Data processing on your behalf
‍If fileAI processes Personal Data on your behalf as a data processor (for example, personal data contained in Customer Data you upload), such processing is governed by our Data Processing Agreement. The DPA is incorporated into and forms part of these Subscription Terms. By accepting these Subscription Terms, you also accept the DPA.

‍4.3  Your data protection obligations
‍You are responsible for ensuring that you have all necessary rights, consents, and authorisations to submit Personal Data to fileAI, and for complying with applicable data protection law in connection with your use of the services.
‍

5.1  Subscription Fees
You agree to pay the Subscription Fees for your Pricing Plan. All fees are stated in the currency shown at checkout and are exclusive of applicable taxes. Subscription Fees are billed in advance at the start of each Subscription Term and at each renewal thereafter. 

5.2  Payment Method
fileAI will designate your payment method as either card payment or invoicing at our sole discretion, based on factors including your preference, usage volume, spend profile, and other criteria we determine from time to time.Card payment customers will have their designated credit or debit card charged automatically at the start of each Subscription Term and at each renewal. By providing your payment details, you authorise fileAI to charge your designated card for all amounts due. Your payment details are processed by third-party payment processors and are subject to their terms and privacy policies. If a charge to your designated card fails, fileAI may retry the charge and may suspend or terminate your access to the Services if payment cannot be collected within fifteen (15) days of the initial failed attempt.Invoiced customers will receive invoices issued by fileAI, payable in full within thirty (30) days of the invoice date. Invoiced status is granted at fileAI's sole discretion and may be revoked at any time, in which case you will revert to card payment for subsequent Subscription Terms. fileAI reserves the right to obtain a business credit report in connection with any decision to offer or continue invoiced payment terms.fileAI may reclassify your payment method between card payment and invoicing at any time on reasonable notice.

5.3  Late payment
Undisputed amounts not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, if lower). Accounts more than 15 days overdue may be suspended.

5.4  Taxes
Subscription Fees are exclusive of all applicable taxes, including GST, VAT, sales and use tax, withholding taxes, and similar levies, excluding only taxes based on fileAI's net income. You are responsible for determining and paying all taxes applicable to your use of the Services based on your location as registered in your account. You will pay all Subscription Fees in full without set-off, deduction, or withholding.If you are required by law to withhold taxes on payments to fileAI, you must either: (a) gross up the payment so that fileAI receives the full Subscription Fee after withholding; or (b) provide fileAI with an official tax receipt evidencing payment of the withheld amount to the relevant authority within ninety (90) days of the applicable invoice date. If you do not provide the required receipt within that period, the withheld amount becomes immediately due and payable, and failure to pay may result in suspension or termination of your access in accordance with Section 9.2.You agree to cooperate with fileAI in good faith in connection with any tax audit, dispute, or regulatory change affecting your tax obligations under this Agreement, including providing proof of tax payments made directly to a taxing authority within thirty (30) days of fileAI's written request. You agree to indemnify fileAI for any taxes, penalties, or interest arising from your failure to pay or withhold taxes as required under this Section.

5.5  Fee changes
fileAI may change Subscription Fees at renewal. We’ll give you at least 30 days’ notice before any increase takes effect. If you don’t accept the new fees, you may cancel before the renewal date.

5.6  Free trials
fileAI may offer free trial periods at its discretion. Unless you cancel before the trial ends, it will convert automatically to a paid subscription and the fees for your selected Pricing Plan will apply. During a free trial, the services are provided “as is” and fileAI’s liability is limited to the minimum extent permitted by applicable law.
‍

Each party (as “Receiving Party”) agrees to protect the other party’s (“Disclosing Party’s”) Confidential Information with at least the same care it uses to protect its own confidential information of a similar nature, but no less than reasonable care; to use Confidential Information only for the purposes of performing obligations or exercising rights under these Subscription Terms; and not to disclose Confidential Information to third parties except as permitted below.

fileAI may disclose your Confidential Information to its Affiliates, subcontractors, subprocessors, and professional advisers who need to know it to provide the services and who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these terms by the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is received from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed without reference to the Disclosing Party’s Confidential Information.

If legally required to disclose Confidential Information, the Receiving Party will give prompt notice (where legally permitted) and disclose only the minimum required, using reasonable efforts to obtain confidential treatment.
‍

7.1  fileAI’s warrantiesfileAI warrants that: (a) it has the right and authority to enter into these Subscription Terms and provide the services; and (b) the services do not, as of the date of your subscription, knowingly infringe the intellectual property rights of any third party.

‍7.2  Disclaimer
Except as stated in Section 7.1, the services are provided “as is” and “as available.” fileAI disclaims, to the fullest extent permitted by applicable law, all other warranties — express, implied, or statutory — including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. fileAI does not guarantee that the services will be uninterrupted, error-free, or that results from using the services will be accurate or complete. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you in full.

‍7.3  Third-party integrations
‍fileAI may allow third-party services to integrate with the services. fileAI is not responsible for third-party services and your use of them is governed by their own terms. If you have a problem with a third-party integration, your remedy is to stop using it.

‍7.4  AI-generated outputs
‍The services use AI and machine learning. Outputs generated by the services may be inaccurate, incomplete, or unsuitable for particular purposes. You are responsible for reviewing and verifying any output before relying on it, and for any decisions you make based on such output.
‍

8.1  fileAI indemnification
‍fileAI will defend you against, and pay any damages finally awarded in connection with, any third-party claim alleging that the services infringe that third party’s intellectual property rights. fileAI has no obligation under this section for claims arising from: your Customer Data; your modification of the services; your use of the services in combination with other products or data not provided by fileAI; your failure to implement updates that would have avoided the issue; or your use of the services in violation of these terms or the AUP.

‍8.2  Your indemnification
‍You will defend fileAI against, and pay any damages finally awarded in connection with, any third-party claim arising from your Customer Data (including any allegation that it infringes third-party rights or violates applicable law), your violation of the AUP, or your material breach of these Subscription Terms.

‍8.3  Indemnification process
‍The indemnified party will promptly notify the indemnifying party of any claim, give the indemnifying party control of the defence, and cooperate reasonably. The indemnifying party will not settle any claim in a way that imposes obligations on the other party without prior written consent.

‍8.4  Liability cap
‍Subject to Section 8.6, fileAI’s total aggregate liability to you for all claims under or in connection with these Subscription Terms shall not exceed the total Subscription Fees you actually paid to fileAI in the 12 months immediately before the event giving rise to the claim. If you are on a free trial and have paid no fees, fileAI’s aggregate liability shall not exceed USD 500.

8.5  Consequential damages exclusion
Subject to Section 8.6, to the fullest extent permitted by applicable law, fileAI will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or use, even if fileAI has been advised of the possibility of such damages.

‍8.6  ExceptionsThe limitations in Sections 8.4 and 8.5 do not apply to: (a) either party's breach of its confidentiality obligations; (b) either party's indemnification obligations; (c) either party's liability for fraud, gross negligence, or wilful misconduct; or (d) either party's infringement of the other party's intellectual property rights.
‍

9.1  Subscription Term and renewal
‍Your subscription starts when you complete sign-up and runs for the period in your Pricing Plan. Subscriptions renew automatically: monthly plans renew monthly, annual plans renew annually. To stop renewal, you must give at least 30 days’ notice before the renewal date by contacting us at support@file.ai or through your account settings. If no notice is given, the subscription will renew and any fees for the renewed term will not be refunded.

‍9.2  Termination for cause
‍Either party may terminate these Subscription Terms on 30 days’ written notice if the other materially breaches them and fails to cure the breach within that 30-day period. fileAI may suspend or terminate your access immediately and without notice if: (a) your account is more than 15 days overdue; (b) we reasonably believe your use violates applicable law or third-party rights; (c) your use poses a security risk to the services, fileAI, or other customers; (d) you become subject to bankruptcy or insolvency proceedings; or (e) we reasonably believe your use materially violates the Acceptable Use Policy, particularly where the violation involves illegal content, security attacks, or risk of harm to individuals or third parties. Suspension does not relieve you of your payment obligations.

‍9.3  Effect of termination
‍When your subscription ends for any reason: (a) you and your Users must stop using the services; (b) you may request export of Customer Data within 30 days of termination, after which fileAI may delete it; and (c) all accrued and unpaid fees become immediately due. fileAI may retain Customer Data as required by applicable law, in archived backup systems until overwritten in the ordinary course (no longer than 180 days after termination), and for audit and legal defence purposes, in each case subject to the confidentiality obligations in Section 6.

‍9.4  No refunds
‍Except as stated in Section 10, all Subscription Fees paid before termination are non-refundable, including on early cancellation by you.

‍9.5  Survival
‍The following survive termination of these Subscription Terms for any reason: Section 1 (Definitions), Sections 3.3, 3.4, and 3.5 (fileAI’s intellectual property, Aggregated Data, Feedback), Section 4 (Personal Data), Section 5 (Fees, for accrued obligations), Section 6 (Confidentiality), Section 7.2 (Disclaimer), Section 8 (Indemnification and Limitation of Liability), Sections 9.3 and 9.4, Section 11 (Regional Terms), Section 12 (General), and those provisions of the Acceptable Use Policy that by their nature extend beyond termination, including the restrictions on reverse engineering, competitive use, and data obligations set out therein.
‍

fileAI may make beta or pre-release features available to you for evaluation. Beta features are provided “as is,” may contain errors, and may be changed, suspended, or withdrawn at any time without notice. fileAI has no obligation to provide support for beta features and accepts no liability in connection with your use of them. Use of beta features is at your own risk. The Acceptable Use Policy applies to your use of beta features in the same manner as it applies to generally available features.

‍fileAI may update or modify the services from time to time, including adding or removing features. For material changes to these Subscription Terms, we’ll give you at least 30 days’ notice by email or in-product notification. Non-material changes may take effect immediately. If you don’t agree to a material change, you may terminate before it takes effect and receive a pro-rata refund of any prepaid fees for the unused portion of your Subscription Term. Continuing to use the services after a change takes effect means you accept it.
‍

The terms in this section supplement the rest of these Subscription Terms. If there is a conflict between a Regional Term and another provision of these Subscription Terms, the Regional Term applies for Customers in the relevant jurisdiction.

‍11.1  United States
‍If you are located in the United States, the following additional terms apply to you.

‍Role of fileAI LLC
‍Bluesheets Pte. Ltd. (trading as fileAI) is the contracting party for all subscriptions under these Subscription Terms, including subscriptions from US customers. fileAI LLC, a limited liability company formed in Delaware, may act on behalf of Bluesheets Pte. Ltd. in certain US-facing operational capacities, including as a local billing contact, support liaison, or administrative agent. fileAI LLC is not the provider of the services and is not a party to these Subscription Terms. All IP in the services is owned by Bluesheets Pte. Ltd.

‍Governing Law (US Customers)
‍For US customers, these Subscription Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, except that the arbitration provision below is governed by the Federal Arbitration Act.

‍Dispute Resolution and Agreement to Arbitrate
‍

Informal resolution first.  Before starting any formal proceeding, you and fileAI agree to try to resolve any dispute informally. The party with a complaint will send a written notice describing the dispute to the other. We’ll try to resolve it within 60 days. If we can’t, either party may commence arbitration as described below.

‍Binding arbitration.  You and fileAI agree that any dispute, claim, or controversy arising out of or relating to these Subscription Terms or the services — including any question about their existence, validity, or termination — will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English by a single arbitrator in Wilmington, Delaware (or, at your election if you are an individual consumer, by videoconference). The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

‍CLASS ACTION WAIVER.  You and fileAI each waive any right to pursue any claim as a class action, collective action, or representative action, or to participate in any such proceeding brought by a third party. All claims must be brought in the parties’ individual capacities only. If a court finds this waiver unenforceable with respect to a particular claim, that claim may proceed in court but all other claims remain subject to arbitration.‍

‍Injunctive relief.  Notwithstanding the agreement to arbitrate, either party may seek emergency or interim injunctive relief from any court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration. Seeking such relief does not waive the right to arbitration.

‍Opt-out.  If you are an individual (not a business or organisation), you may opt out of the arbitration agreement by sending written notice to legal@file.ai within 30 days of first accepting these Subscription Terms. If you opt out, disputes will be resolved in the courts of the State of Delaware.

‍DTSA NoticePursuant to 18 U.S.C. § 1836(b)(3)(D), fileAI provides the following notice to any individual who is a party to these Subscription Terms: An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or attorney for the purpose of reporting a suspected legal violation; or (b) in a sealed court filing. An individual who files a retaliation lawsuit may disclose a trade secret to their attorney and use it in the proceeding under seal.

‍11.2  European Economic Area, United Kingdom, and Switzerland
‍If you are located in the EEA, the UK, or Switzerland, fileAI processes Personal Data in accordance with the GDPR (or equivalent UK or Swiss law) and the Data Processing Agreement. The liability limitations in Section 8 do not affect your rights as a consumer where applicable mandatory consumer protection law applies.

The disclaimer of warranties in Section 7.2 does not affect any statutory rights you have as a consumer that cannot be excluded by applicable law.

‍11.3  Australia
‍If you are located in Australia, certain provisions of the Australian Consumer Law (ACL) may apply. Nothing in these Subscription Terms limits any rights you may have under the ACL that cannot be excluded by agreement. The warranty disclaimer in Section 7.2 and the liability limitations in Section 8 apply only to the extent permitted by the ACL.
‍

12.1  Governing law and jurisdiction (non-US customers)
‍For customers outside the United States, these Subscription Terms are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the Singapore courts for any disputes arising out of or relating to these Subscription Terms, except as otherwise required by applicable mandatory law in your jurisdiction.

‍12.2  Assignment
‍You may not assign, transfer, or sublicense your rights or obligations under these Subscription Terms without our prior written consent. fileAI may assign these Subscription Terms without your consent to any Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these terms.

‍12.3  Entire agreement
‍These Subscription Terms, the General Terms in Part 1, the Privacy Policy, the DPA, the Acceptable Use Policy, any applicable Product-Specific Terms, and any other policies expressly incorporated by reference constitute the entire agreement between you and fileAI in relation to the services and supersede all prior negotiations, understandings, representations, and agreements. Any terms in your purchase orders, vendor portals, or similar documents are expressly rejected and have no effect.

‍12.4  Severability
‍If any provision is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. The remaining provisions continue in full force and effect.

‍12.5  Waiver
‍No failure or delay in exercising any right or remedy under these Subscription Terms is a waiver of that right or remedy, nor does any single or partial exercise preclude further exercise.

‍12.6  Notices
‍Notices from you to fileAI should be sent to support@file.ai (marked for Legal attention) or, for formal legal notices, to our registered address at 138 Robinson Road, #26-01 Oxley Tower, Singapore 068906. fileAI may give notice to you by email to the address associated with your account or by in-product notification. Notices are effective on delivery.

‍12.7  Subcontractors and sub-processors
‍fileAI may engage subcontractors and sub-processors to assist in providing the services. We remain responsible for their performance. A list of our current sub-processors is maintained at www.file.ai/subprocessors.

‍12.8  No partnership
‍These Subscription Terms do not create a partnership, agency, joint venture, or employment relationship between the parties. Neither party has authority to bind the other.

‍12.9  Resellers
‍These Subscription Terms apply to direct self-serve subscriptions only. If you access the services through a reseller, your subscription is governed by a separate Customer Subscription Agreement. If you are unsure which terms apply to you, contact us at support@file.ai.

‍12.10  Force majeure
‍Neither party is liable for any delay or failure to perform obligations (other than payment) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, or government action, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected subscription on written notice.

‍12.11  Export compliance
‍You will comply with all applicable export and import control laws in your use of the services. You represent that you are not located in, under the control of, or a national of any country subject to applicable trade sanctions, and are not on any government list of prohibited or restricted parties.

‍12.12  Publicity
‍fileAI may reference your name and logo as a fileAI customer in marketing materials unless you notify us in writing that you object. Any joint press release or case study requires prior written approval from both parties.

‍12.13  No third-party beneficiaries
‍These Subscription Terms are for the benefit of the parties only and do not create any rights for any third party, including any User.