Subscription Order



VIRTUAL CLIENT FOLDER MULTI-TENANT & INTERNET EXPRESS SUBSCRIPTION AGREEMENT

By selecting “I Accept”, submitting an order, or accessing the Services, the organization identified during registration (“Customer”) agrees to this Subscription Agreement (“Agreement”) with Paperclip, Inc. (“Paperclip”). The individual accepting this Agreement represents that they are authorized to bind Customer to these terms.

1. SERVICES

This Agreement applies exclusively to the following Paperclip services selected by Customer during registration:

Virtual Client Folder (VCF) Multi-Tenant. Paperclip will provide Customer access to its multi-tenant electronic content management platform. Authorized users may store, access, retrieve, manage, and, where permitted, modify or delete electronic documents in the normal course of business. Paperclip will maintain a standardized indexing structure (metadata) for storing and retrieving electronic documents.

Internet eXpress (IE). Paperclip will provide Customer access to the Internet eXpress network for the secure electronic exchange of documents and associated data with participating organizations and endpoints. Customer acknowledges that the availability and method of delivery may depend upon the capabilities and participation of the receiving organization.

Collectively, VCF Multi-Tenant and Internet eXpress are referred to as the “Services.”

2. AUTHORIZED USE

Paperclip grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term solely for Customer's internal business purposes.

Access is limited to Customer and its authorized users. Customer is responsible for maintaining the confidentiality of its user credentials and for activity occurring through its authorized accounts.

Customer shall not:

provide unauthorized third parties access to the Services;

attempt to circumvent security or access controls;

interfere with the operation or integrity of the Services;

reverse engineer, copy, modify, or create derivative works from Paperclip's technology; or

use the Services for any unlawful purpose.

Paperclip retains all ownership and intellectual property rights in the Services, software, technology, documentation, and related systems.

3. CUSTOMER DATA

Customer retains ownership of the documents, information, metadata, and other data submitted to or transmitted through the Services (“Customer Data”).

Customer represents that it has the authority and necessary permissions to provide Customer Data to Paperclip and to use the Services to store, process, transmit, or exchange such information.

Paperclip may process Customer Data solely as necessary to provide, maintain, secure, and support the Services or as otherwise required by law.

4. MULTI-TENANT ENVIRONMENT

Customer acknowledges that VCF Multi-Tenant operates within a shared Paperclip technology environment used by multiple Paperclip customers.

Paperclip will maintain logical controls designed to segregate Customer Data from the data of other customers. Customer will only be permitted to access Customer Data through authorized functionality.

Customer understands that the multi-tenant service uses Paperclip's standardized platform, configuration, metadata structure, functionality, and operating procedures and does not include customer-specific platform customization unless separately agreed to in writing.

5. INTERNET EXPRESS TRANSACTIONS

Customer authorizes Paperclip to receive, process, route, transmit, and make available documents and associated metadata through Internet eXpress in accordance with Customer's authorized connections and use of the Service.

Paperclip is responsible for providing the Internet eXpress service but does not control the systems, processing times, availability, or actions of independent receiving organizations.

Customer is responsible for ensuring that it is authorized to receive or send information through its Internet eXpress connections.

6. SECURITY AND CONFIDENTIALITY

Each party shall protect the other party's confidential information using reasonable safeguards and shall use such information only as necessary to perform its obligations under this Agreement.

Paperclip will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data and the Paperclip systems against unauthorized access, use, or disclosure.

Customer is responsible for maintaining appropriate security over its user accounts, credentials, devices, and access to the Services.

7. FEES AND PAYMENT

Customer agrees to pay the subscription fees and other charges displayed or otherwise provided at the time of registration or purchase.

Unless otherwise stated during registration, fees are in U.S. dollars and are due in accordance with the payment terms presented during checkout or invoicing.

Billing Mode and Annual ACH Discount. Customer may select from the available billing modes presented during registration. Customers selecting annual billing and paying the annual subscription fee in full by ACH will receive a five percent (5%) discount from the applicable subscription fees. The 5% annual discount does not apply to payments made by credit card.

Payment Method. Customer may pay by ACH or credit card. All payments made by credit card are subject to a three percent (3%) surcharge, regardless of the billing mode selected.

Applicable taxes are the responsibility of Customer.

Paperclip may suspend access to the Services for amounts that remain unpaid after applicable notice and cure periods.

Payment made with Credit Card or ACH only.

8. SUBSCRIPTION TERM AND RENEWAL

The subscription begins on the date Customer's account or Services are activated and continues for the subscription period selected at registration.

Unless otherwise stated at the time of purchase, subscriptions will renew for successive subscription periods unless either party provides notice of non-renewal at least ninety (90) days before the end of the then-current subscription term.

9. PROMOTIONAL PERIOD AND TERMINATION. Promotional pricing shall apply to eligible Services beginning September 1, 2026 through December 31, 2027 (the “Promotional Period”). Upon expiration of the Promotional Period, effective January 1, 2028, pricing for the Services will automatically transition to Paperclip's then-current standard published pricing.

During the Promotional Period, Paperclip may suspend or terminate access for non-payment, unauthorized use, security violations, unlawful activity, or activity that threatens the security, integrity, or availability of Paperclip systems or Services.

Upon termination or expiration of the Customer’s subscription, Customer’s right to access and use the Services will end, subject to any applicable data-retention, retrieval, or regulatory requirements.



10. DISCLAIMER

Except for warranties expressly provided in this Agreement or rights that cannot legally be waived, the Services are provided without additional express or implied warranties, including implied warranties of merchantability or fitness for a particular purpose.

11. LIMITATION OF LIABILITY

Neither party shall be liable to the other for lost profits or special, incidental, indirect, consequential, or exemplary damages arising from this Agreement or the Services.

Except for obligations that cannot legally be limited, each party's aggregate liability arising from this Agreement shall not exceed the fees paid or payable by Customer to Paperclip for the Services during the twelve (12) months preceding the event giving rise to the claim.

12. CONFIDENTIALITY

Each party shall maintain the confidentiality of non-public business, technical, customer, security, and other proprietary information received from the other party and shall disclose such information only to personnel, contractors, service providers, or professional advisors who have a legitimate need to know and are subject to appropriate confidentiality obligations.

These obligations do not apply to information that is publicly available through no breach of this Agreement, was lawfully known before disclosure, is received lawfully from another source, or is independently developed without use of the other party's confidential information.

13. GOVERNING LAW

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Any action arising from this Agreement shall be brought in the applicable state or federal courts located in New Jersey.

14. CHANGES TO SERVICES

Paperclip may periodically update, enhance, or modify the Services as part of its normal product development and maintenance activities, provided such changes do not materially reduce the core functionality of the Services during Customer's then-current subscription term.

Customer-specific development, integrations, configurations, data conversions, or professional services are not included unless separately agreed to in writing.

15. ENTIRE AGREEMENT

This Agreement, together with the service selection, pricing, order information, and any terms specifically incorporated during registration, constitutes the agreement between Customer and Paperclip concerning Customer's use of VCF Multi-Tenant and Internet eXpress and supersedes prior discussions or representations concerning those Services.

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ELECTRONIC ACCEPTANCE

By checking the acceptance box and selecting “Submit,” “Subscribe,” “Activate Services,” or similar acceptance button, the individual completing the registration:

acknowledges that they have read and agree to this Agreement;

represents that they have authority to enter into this Agreement on behalf of Customer; and

agrees that electronic acceptance has the same force and effect as a physical signature.

Customer Legal Name: [Captured During Registration]
Authorized Representative: [Captured During Registration]
Email: [Captured During Registration]
Services Selected: VCF Multi-Tenant / Internet eXpress
Subscription and Fees: [Displayed During Registration]
Acceptance Date: [System Generated]