Copilot STAR Terms of service

Last updated: September 18, 2024

Welcome to STAR. STAR is a Software as a Service product (the “Product”) provided by Co-pilot CX Ltd. (“Copilot.cx”). Our Product is an add-on to existing “smart” consumer product, which is offered by the product manufacturer and retail chains to allow the end user to connect, access, control and manage connect smart consumer products (the “Application” and the “Smart Devices”, respectively). The term “Smart Devices” will further include third-parties smart devices detected, controlled and managed by the Application (such use remains subject to any limitation and disclaimer under the Terms of Service).

These Terms of Service (collectively with the order form(s) executed by you in connection with the use of the Product or the Professional Services and any other documents referred to in these terms, the “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, which for purposes of this Agreement also refers to any person or user accessing the Product by any method on your behalf) and Copilot.cx. Please read this Agreement carefully before you start to use the Product, or any online products or services of Copilot.cx. By accessing and/or using the Product, you acknowledge that you have read and that you agree to be bound by this Agreement, and you represent that you have the right to bind your organization to this Agreement. If you do not agree to the terms of this Agreement, or if you do not have the authority to bind your organization, do not connect to, access or use the Product in any manner whatsoever.

If you intend to use or purchase other products or services from Copilot.cx, you may also be required to confirm and comply with separate agreements for such specific service and products.

Copilot.cx may, in its sole discretion, modify the Agreement by posting the amended Agreement on its website and the updated or amended provisions of the Agreement will become effective and binding upon publication. The “Last Updated” date at the top the Agreement indicates when the latest modifications were made to the Agreement. By continuing to access and use the Product, you agree to any such modifications.

In case of contradiction between these Terms of Service and any other document, order form or exhibit hereto, these Terms of Service shall prevail unless specifically indicated otherwise in such document, order form or exhibit.

If you have any comments or questions regarding this Agreement, you may contact us at hello@copilot.cx.

1. The Product and Services

‍1.1 License to Product. Subject to the terms and conditions of this Agreement, Copilot.cx grants you and you accept, during the term of the Agreement and subject to payment of applicable Fees in full, a non-exclusive, non-sublicensable, non-assignable (except as provided in Section 9.4), non-transferable limited license to access and use the Product as a hosted service via Copilot.cx server, during the Term and within the limitations specified in the Product Order Form (the “License”). No right or license is granted to you by implication or otherwise, except those rights expressly granted to you in this Agreement. You shall treat the ideas and expressions contained in the Product as trade secrets, proprietary, confidential and belonging solely to Copilot.cx.

‍1.2 Customization of the Product; Professional Services. To the extent that you require to customize the Product to allow its operation with the Application, you may either: (i) use and access the Copilot.cx development kits and tools to perform the necessary customization of the Product (such as adding your branding, custom features, logo and tone) in order to prepare the customized Product. In such event, the customized Product shall be made available to you under the License. The modifications made by you shall not be used by Copilot.cx for any other purpose or disclosed to any third party. Any such customization by you shall be performed by your qualified personnel in a professional manner. You shall be responsible for and shall remain liable for your and your designees’ customization or modifications of the Product; or (ii) subject to Copilot.cx’s receipt from you of a services order form covering the performance of additional services by Copilot.cx in connection with the customization, implementation and/or configuration of the Product (the “Professional Services”) Copilot.cx will use commercially reasonable efforts to perform the Professional Services in accordance with such services order form. Following the completion of the Professional Services, the customized Product will be made available under the License, and the Professional Services shall be added to and governed by this Agreement and the terms of the specific services order form (such as scope of services and fees). Copilot.cx may use your names, trademarks, logos and service marks supplied by you for the purposes of providing or customizing the Product for you. If applicable, you shall use commercially reasonable efforts to assist and support Copilot.cx in the performance of the Professional Services through the provision of information and data reasonably required by Copilot.cx. You shall further appoint a qualified person(s) from your personnel, to serve as a liaison for communication with Copilot.cx with respect to the Professional Services (including the provision of data and information as aforesaid) and the implementation and operation of the Product in order to facilitate the optimization of the performance of the Product. To the extent any of your materials are provided to be incorporated into the Product (such as branding and logo), then you hereby provide Copilot.cx a non-exclusive, revocable license to use such materials as part of the Product provided to you hereunder. You hereby confirm that you have the right to provide such materials for the purpose hereof and that such materials will not contain obscene, libelous or defamatory material, any computer virus, Trojan horse, spyware, or other contaminating, malicious, illegal or destructive feature or content.

1.3 Third Party Platforms. You acknowledge that the Product interoperates with third party platforms, networks, hardware, software, or systems with which the Product connects, relates, obtains data, services or functionalities (“Third Party Platforms”) and that such Third Party Platforms are necessary for the Product to orderly perform. You shall be solely responsible, at your own cost and expense, for obtaining and maintaining during the Term any and all appropriate licenses and rights from the providers of the Third Party Platforms to access and use the Third Party Platforms in conjunction with the Product, including from the IoT platform suppliers with which you obtain the rights to the connectivity, any existing end user application, and any license to use the SDK or process and information of the IoT platform provider. Any such licenses for the Third Party Platforms shall be governed in accordance with their own terms and Copilot.cx does not take any responsibility, and shall not be liable, therefor. No assurance is made that the licenses to the Third Party Platforms remain in effect upon use thereof with the Product, that Third Party Platforms will be properly updated or remain available for you. Copliot.cx may not be able to support compatibility with all versions of (old versions or newly updated versions) of Third-Party Platforms, systems or components.

1.4 Version Updates. From time to time within the term of this Agreement, Copilot.cx may release Product updates and upgrades (“Updates”) and may include, but not limited to, new functionality, enhancements and bug fixes. Such Updates shall be deemed part of the Product and shall be governed by the terms of this Agreement. You may, but are not obligated to, use Updates during the term of this Agreement. The decision of whether the Update requires further customization of the Product, is yours in your sole discretion. You hereby agree and acknowledge that certain updates may be required for the proper operation of the Product. Following the release of an Update, Copilot.cx is not obligated to provide support for any prior versions of the Product.

1.5 Copilot.cx will provide you with commercially reasonable technical support services for the Product in accordance with Copilot.cx’s standard practice (the “Technical Support Services”). If Copilot.cx performs Technical Support Services for a problem in the operation or performance of the services that is caused by an Exclusion (as defined below), then Copilot.cx will notify you thereof as soon as Copilot.cx is aware of such error and Copilot.cx will have the right to invoice you at Copilot.cx's then-current time and materials rates for all such support services performed by Copilot.cx. Without limiting the foregoing, you agree that: (i) it is your sole responsibility to provide support services to the End Users (as defined below) and Copilot.cx is in no way required to providing support services to End Users; and (ii) Copilot.cx’s support obligations are limited to providing support to you in accordance with this Section 1.5.

1.6. Certain third-party products may be detected, connected, controlled or managed by the Product. Copilot.cx makes no warranty in connection with third-party products, their operation using the Product or the compatibility of the Product with third-party products, even if such third-party products are accessible through the Product. End User are shall at all times be solely responsible for any use of the Product to detect, connect, control or manage third-party products.

2. Your Responsibilities When Accessing or Using the Product:

‍2.1. You represent, warrant, and undertake as follows: (i) you are free to enter into and fully perform the Agreement; (ii) the entering into of this Agreement by you does not violate any agreements, rights or obligations existing between you and any other person, firm or corporation; (iii) you shall comply with all applicable laws, rules, regulations, and policies of any legal authority; (iv) you shall use the Product in compliance with Copilot.cx’s standard published policies then in effect (including this Agreement) and consistent with the purposes for which the Product is intended and in accordance with any documentations, materials and "help files" relating to the Product provided by Copilot.cx; and (v) if you choose to customize the Product independently, you shall perform such customization by qualified personnel in a professional manner.

2.2. By accessing or using the Product, you agree not to:

• Violate any applicable law, rule, regulation, or policy of any legal authority, or use the Product in any way that is unlawful, illegal, fraudulent or harmful, or otherwise prohibited by applicable law, including any consumer protection or other legislation;
• Permit any third party to sell, rent, lease, lend, distribute, or sublicense the Product to any third party except if and to the extent as expressly permitted under the Agreement and the intended use of the Product by End Users.
• make any use of the Licensed Product other than its intended use as set forth in the Product order form.
• Use the Product to provide services to third parties other than End Users and shall not permit access to or use of the Product by anyone other than End Users;
• Modify, adapt, alter, translate, create derivative works from, copy or otherwise use the Product, except as expressly permitted in this Agreement;
• decompile, disassemble, reverse engineer, translate or convert the Product or otherwise attempt to discover the source code, object code or algorithms or underlying structure, ideas, models or know-how relevant to the Product or any Professional Services;
• modify or remove any copyright or other proprietary rights notices in or on the Product.
• Conduct any acts that may damage or disrupt the Product, including but not limited to disseminating an SDK derived from the Product, encouraging others to disseminate such SDK or providing others with facilities for disseminating such SDK, researching and developing or disseminating the identical or similar software, or encouraging others to disseminate the identical or similar software or providing others with facilities for disseminating such software.
• Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
• Use open source software or Generative AI in your customization efforts.
• Use the Product to facilitate a business or business practice which is fraudulent, unfair, deceptive, or otherwise prohibited by applicable law, including any consumer protection or other legislation.
• Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Product or its users’ computer systems.
• Do anything else which could bring Copilot.cx into disrepute or violate the rights of any person.

2.3. End Users’ Data. Without derogating from Section 5.3, Copilot.CX shall be entitled to use, process and handle personal data (the “Processing”) of your customers and personnel (the “End Users”) in connection with the operation of the Product, to facilitate your exercise of your rights hereunder, or as part of the performance of the Professional Services, all in accordance with this Agreement and Copilot.cx’s Data Processing Agreement found here: https://www.copilot.cx/data-processing-agreement (the “DPA”). For such purpose, you represent and warrant that access granted to Copilot.cx to the data of your End Users for the purpose hereof is made in compliance with all applicable privacy or data protection laws and regulations, that you have the right to grant access to Copilot.cx for the purpose hereof and received the applicable consent from End Users as required pursuant to applicable laws and regulations. You also warrant that the Product will not be granted access to any information from children under the age of 18. Copilot.cx may, at any time, review (and you shall be obligated to provide) your End User agreement and privacy policy to verify your compliance with representations hereunder.

2.4. To the maximum extent permitted by applicable law, you will indemnify and hold Copilot.cx harmless against any claim arising from or related to: (i) any damage or liability based upon a claim in connection with the use of the Product by you or anyone on your behalf in breach of this Agreement or any applicable law (ii) liability to third parties resulting from infringement of any third-party intellectual property rights due to your products, customization, web domain names, marks, or other information specified, provided or disclosed by you to Copilot.cx; and/or (iii) liability to End Users (as defined below); and/or (v) the use of the Source Code License (as defined below). You will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Copilot.cx.

3. Payments by you to Copilot.CX‍

3.1. The Product and services are offered by subscription or for a license fee. You agree to pay Copilot.cx any fees related to your use of the Product and any services you purchase or use in accordance with Copilot.cx’s pricing plans as then in effect or as otherwise agreed to in writing by both parties including in any order form, purchase order or SOW or any other similar written instrument between the Parties executed between the parties (the “Fees”). Copilot.cx reserves the right to change the License Fees or applicable charges and to institute new charges and fees at the end of the Term to the extent that the license is renewed for an additional term.

3.2. The Fees are payable to Copilot.cx net of any taxes imposed by any authority and you shall pay the Fees free and clear of and without any deduction or withholding of any tax imposed, levied, collected, withheld or assessed by or within your territory or otherwise. You shall be responsible for all taxes associated with the Fees. If you required to withhold or deduct any taxes from any amount payable hereunder, then, the amount payable hereunder shall be increased so that after making all required deductions and/or withholdings, Copilot.cx received the amount that it would have received had no such deductions or withholdings been made.

3.3.Full payment for invoices issued in any given month must be received by Copilot.cx thirty (30) days after the mailing date of the invoice. Any Fees or payments by you that are not paid on or before the date such payments are due under this Agreement shall incur a 1.5% monthly interest charge, assessed from the day payment was initially due until the date of actual payment, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of this Agreement. Without derogating from the above, Copilot.cx may turn off your access to the Product or cease to perform the Professional Services without notice in case of any unpaid and due invoices.

3.4 Without derogating from the foregoing, if you believe that Copilot.cx has billed you incorrectly, you shall contact Copilot.cx no later than 60 days after the final date on the first billing statement or invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Copilot.cx’s customer support department.

4. Term and Termination of The Agreement

4.1 Term. The License, this Agreement and any applicable order form will continue in effect as long as there is an outstanding order form, purchase order or SOW or any other similar written instrument between the Parties unless terminated as set forth herein. Unless otherwise agreed to by the parties in writing, your initial subscription for the Product will be three (3) years period, and will automatically renew after the end of the initial term and each subsequent renewal term, for an additional consecutive twelve (12) month term pursuant to the Agreement. If you do not wish to renew your subscription, you must provide Copilot.cx written notice of your intent not to renew at least 90 days prior to the end of the then current subscription term.

4.2. Termination. The Agreement or any applicable order form, purchase order or SOW or any other similar written instrument between the Parties may be terminated (i) by Copilot.cx for any reason by providing the other party with a 30 days’ prior written notice, (ii) as set forth in Section 3.3 and Section 7.2, or (iii) by either party immediately on the occurrence of any of the following events: (a) Bankruptcy and/or insolvency and/or receivership proceedings have started against the other party and/or a petition has been filed for the appointment of a trustee, liquidator, administrator or receiver, temporary or not, and has not been removed in the first hearing in the presence of both sides and/or after the other party has been given any opportunity to plead against such order and/or has not been removed within sixty (60) days of such filing, or (b) The other party has actually stopped managing its business or performing any services for a consecutive period of thirty (30) days; or (iv) if either party commits a material breach of its obligations under this Agreement (including non-payment) and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement and the License to access and use the Product immediately upon written notice to the party in breach. Notwithstanding the foregoing, in the event that any breach is not susceptible to cure within the stated period and the breaching party uses diligent good faith efforts to cure such breach, the stated period will be extended by an additional thirty (30) days. Copilot.cx may, in its sole discretion, suspend or terminate your access to the Product or cease performing the Professional Services if it determines that you have materially violated any of the terms of this Agreement or any applicable order form, and any suspension or termination related to the foregoing will not relieve you of your payment obligations under the Agreement or any applicable order form.

4.3. Effect of Termination. Upon any termination of the License or this Agreement:

(a) (i) all rights granted to you hereunder, including your right to access the Product (including any customized Product) or the performance of the Professional Services, shall immediately cease; (ii) you shall pay Copilot.cx all Fees accrued and/or due and outstanding as of the date of termination and any subscription fees paid in advance shall be non-refundable.

(b) Upon request, you shall be entitled to request to receive a copy of the source code of the mobile Application (as customized) and in such event you shall be granted a non-exclusive, non-transferable, non-sublicensable (other than to End Users) license to use the source code of the mobile Application as a stand-alone product, for the purpose of continue the operation of the Application instead of Copilot.cx (but within the intended use and limitations imposed herein) and perform any related services (such as customization and support services) (“Source Code License”). The Source Code of the Application shall exclude: (i) any background on which the Application operates; and (ii) any surrounding intellectual property enabling the operation of the mobile Application. The source code of the Application shall remain Copilot.cx Confidential Information (as defined below) and shall be subject to confidentiality obligations hereunder. Furthermore, the use of the Source Code License requires payment of fees as set forth in the applicable order form and in case that such fee is not received, then the Source Code License shall immediately terminate, and the source code of the Application and all the reproduced copies thereof shall be destroyed by you and certificate of destruction will be provided to Copilot.cx. Notwithstanding anything to the contrary herein, the use of the Application under the Source Code License shall be at your sole and exclusive responsibility and liability and Copilot.cx shall incur no liability in connection with the use of the Application under the Source Code License. Other than the Source Code License, upon termination or expiration hereof, all licenses granted hereunder (including the License to any customized Licensed Product) shall terminate.

(C) Each party shall return to the other party, or destroy (at the other party’s election) all of the other party’s Confidential Information (as defined below) and all copies or other manifestations of such Confidential Information in the possession or control of such party, except for documents or materials that such party is required to retain pursuant to any applicable law or regulation or the terms of this Agreement (which shall remain subject to the provisions of Section 6). Copilot.cx shall provide you the ability to receive a copy of any data or content you or your End User have uploaded into the Product during a period of three (3) months following the termination or expiration hereof (the[H&C1] “Transition Period”). Following the Transition Period, Copilot.cx shall not be required to transfer or provide access to any data or content you have uploaded into the Product and such data or content may be deleted from Copilot.cx’s systems in accordance with the DPA, unless legally prohibited. Copilot.cx is not liable for any loss or damage following, or as a result of, the cancellation of your subscription, and it is your responsibility to ensure that any content or data that you have previously uploaded into the Product will be backed up or replicated by you before cancellation.

‍4.4. Survival. Sections 2, 3.2, 3.3, 4.3, 5, 6, 7.4, 8, 9 shall survive the termination of the Agreement.

5. Intellectual Property

5.1. Subject to Section 5.2 below, Copilot.cx (and its licensors or partners, as applicable) retain all ownership rights in and to the Product including any content created or generated thereby in connection with its operation or any software, applications, inventions or other technology developed in connection with or as a result of the operation of the Product or the Professional Services or the Technical Support Services (including through the use of the data uploaded by you), including any patentable and non-patentable, copyrights, trade secrets, database rights, know-how and any other intellectual property rights existing from time to time under any law or regulations, all derivatives, updates, modifications and upgrades to the Product, and all other derivative works of the Product, including any suggestions, ideas, feedback, or other information you may provide to Copilot.cx relating to or in connection with the Product.

5.2. Subject to Section 5.3 below, all proprietary right, title and interest in and to any Confidential Information or data that you submit or upload into the Product and any customization that you prepare for the Product shall remain with you, and Copilot.cx is granted the right to Process such data and information in accordance with this Agreement (including the operation of the Product, professional services, support and improvement) and the DPA.

5.3. De-Identified Data. Notwithstanding anything herein, Copilot.cx shall be permitted to create, use in any manner, license, retain or disclose De-Identified Data. “De-Identified Data” shall mean data or information submitted, accessed and/or Processed by the Product (i) for which all identifiers have been removed such that the data, alone or in combination with other reasonably available data, cannot be attributed to or associated with or cannot identify any individual, and (ii) that has been combined with similar data such that the original data forms a part of a larger data set.

6. Confidentiality

“Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, performance results, pricing, and other proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonably should have known is considered confidential or proprietary by the disclosing party will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that the receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under this Agreement or as otherwise required under applicable law and not to divulge to any third party such Confidential Information. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information (a) was known to the receiving party on or before effective date of the Agreement, without restriction as to use or disclosure, (b) is released into the public domain through no fault of the receiving party, (c) was independently developed solely by the receiving party with no access to or use of Confidential Information, or (d) is divulged pursuant to any legal proceeding or otherwise as required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assist the disclosing party in efforts to limit such required disclosure.

7. Copilot.cx Representations and Warranties, Indemnification and Limitation of Liability

7.1. Representations and Warranties. Your use of the License and the Product is at your sole risk. The Product and the associated materials and content, the Professional Services and the Technical Support Services are provided on an “AS IS” and “AS AVAILABLE” basis. Except as otherwise expressly provided in this Agreement, Copilot.cx expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and freedom from computer virus, network intrusion, security breaches or other vulnerabilities (including but not limited to, unauthorized access), or preform in accordance with its specifications. Without limiting the generality of the foregoing, Copilot.cx makes no warranty that: (i) the Product or the Professional Services or the Technical Support Services will meet your requirements; (ii) the Product will be uninterrupted, timely, secure, or error-free; (iii) the quality of any and all products (including the Product), services (including the Professional Services or Technical Support Services), information or other material obtained or purchased by you directly or indirectly hereunder or any order form will meet your expectations or needs; and (v) any errors in the Product or as a result of the performance of the Professional Services will be corrected.

Copilot.cx shall use reasonable efforts consistent with prevailing industry standards to maintain the Product in accordance with Copilot.cx’s standard practice and in a manner which minimizes errors and interruptions in its operation and shall perform the Professional Services and the Technical Support Services in a professional and workmanlike manner. The Technical Support Services shall be the sole and exclusive remedy in connection with errors or failure of the Product to perform in accordance with the functions specified herein or in the applicable Product Order Form.

Product may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Copilot.cx or by third-party providers, or because of other causes beyond Copilot.cx’s reasonable control, but Copilot.cx shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

You acknowledge that the performance of the Product is dependent on third party platforms and services and Copilot.cx shall not be responsible and liable any action or inaction, or service or lack of service, provided or not provided by third parties, such as the IoT platform service providers or any technical problems of the internet (including without limitation slow internet connections or outages) and/or any issue that is attributable to your hardware or your internet or data service provider. Copilot.cx shall not be responsible for any failure on your part to obtain and/or maintain during the term of this Agreement any and all third party licenses, services or functionalities required by you for full operation of the Product, including from the IoT platform suppliers. Specifically, CoPilot.cx shall not be liable for any failure of the Product to perform following any customization efforts on your part and by your personnel. You are and at all times shall be solely responsible for any actions you may take in connection with your use of the Product and/or the Professional Services, including generation and use of any customized product. In addition, the Source Code License, if any, is provided “as is” with no liability on the part of the Copilot.cx.

7.2. Copilot.cx Indemnity. Copilot.cx will defend at its own expense any action against you brought by a third party to the extent that the action is based upon: (a) a claim that the Product as made available by Copilot.cx or the deliverables under the Professional Services infringe or misappropriate any copyright or trade secret rights, or (b) failure by Copilot.cx or any of its affiliates to comply with any applicable privacy protection laws with respect to the performance of obligations or exercise of rights under this Agreement, and Copilot.cx will pay those direct costs and damages finally awarded against you in any such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on (i) you notifying Copilot.cx promptly in writing of such action, and (ii) you giving Copilot.cx sole control of the defense thereof and any related settlement negotiations, and (iii) your cooperation and, at Copilot.cx’s reasonable request and expense, assistance in such defense.

If the Product or any deliverable under the Professional Services become, or in Copilot.cx’s opinion is likely to become, the subject of an infringement claim, Copilot.cx may, at its option and expense, either procure for you the right to continue exercising the rights licensed to you in the Agreement or replace or modify the Product or applicable deliverable to render it non-infringing and functionally equivalent. If neither of the foregoing options is, in Copilot.cx’s reasonable opinion, commercially reasonable in connection with the Product, Copilot.cx may terminate the License or this Agreement and will refund the pro rata portion of any applicable prepaid fees. Similarly, in connection with a deliverable, Copilot.cx has the right to terminate the relevant order form and repay any amount paid for the respective deliverable. This Section 7.2 states Copilot.cx’s entire liability and your sole and exclusive remedy for infringement claims and actions.

7.3. Exclusions. Copilot.cx’s obligations set forth in Section 7.2 shall not apply to the extent a claim arises out of (i) your breach of the Agreement, (ii) unauthorized use of the Product or the deliverables, (iii) third-party components or services (including in combination with the Product or the deliverable) not developed by Copilot.cx (such as Third-Party Platforms), (iv) made by your specifications or requirements; or (v) your modification or adaption of the Product even if such was permitted or authorized hereunder; (vi) portions or components of the Product combined with other products, components, functionalities or processes where the alleged infringement relates to such combination (vii) where you continue such allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (viii) in connection with the Source Code License (“Exclusions”).

7.4. Limitation of Liability. In no event shall Copilot.cx be liable to you or to any third party, whether under theory of contract, tort, or otherwise, for any indirect, incidental, punitive, consequential, or special damages (including any damage to business reputation, lost profits, or lost data), whether foreseeable or not and whether Copilot.cx is advised of the possibility of such damages, or for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business, or for any matter beyond Copilot.cx’s reasonable control. In addition, Copilot.cx’s aggregate cumulative liability for damages and expenses hereunder or in any way relating with the Agreement, the License and any order form shall not exceed, in the aggregate and regardless of whether under theory of contract, tort, or otherwise, the total of the fees actually paid by you under the Agreement during the one-year period prior to the date that such liability first arises.

8. Privacy
The DPA describes how Copilot.cx Processes the information and data you submit or to which you provide Copilot.cx access when using the Product or in connection with the performance of the Professional Services, to the extent relevant. Please note that the Product may track and report to Copilot.cx information in connection with the use of the Product for purposes of ensuring compliance with the provisions of the Agreement, including but not limited to, tracking and reporting the number of End Users and activity of users from your organization.

In the operation of the Product and performance of services hereunder, Copilot.cx may use third party contractors and share data obtained hereunder with such third parties, including without limitation, Google Analytics tool or Google Firebase Analytics (for collection of data by mobile device cookie), all as further detailed in the DPA.

9. General

9.1 Publicity; Credit. During the Term, Copilot.cx may list or reference you as a customer of Copilot.cx in all marketing materials, interviews, and press releases, and may include either a logo, URL or plain text link to your website on Copilot.cx’s own website or similar platform solely for the purposes of identification you as a customer of Copilot.cx.

9.2. Each party will be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

9.3. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. This Agreement controls the actions of all party representatives, officers, agents, employees, and associated individuals.

9.4. This Agreement and the rights granted hereunder may not be assigned or otherwise transferred by you or Copilot.cx (and any attempted assignment will be void) without the prior written consent of the other party, except to a person or entity who acquires all or substantially all of the assets or business, whether by sale, merger or otherwise.

9.5. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws rules. Any unresolved dispute concerning the Platform or this Agreement shall be exclusively submitted to binding arbitration in New York, New York, under the then-prevailing rules for commercial arbitration of the American Arbitration Association. The number of arbitrators shall be one (1). Judgment upon any award in such arbitration may be entered and enforced in any court of competent jurisdiction.

9.6. If any provision of the Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

9.7. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

9.8. This Agreement includes any documents agreed to by the parties in writing and all other documents expressly referenced herein. Collectively, the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals or other documents submitted by the parties. The terms on any purchase order or similar document submitted by you to Copilot.cx will have no effect and are hereby rejected.

9.9. All notices, consents, and approvals under the Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the Agreement or as otherwise designated by the parties from time to time, and, if sent to Copilot.cx, will be sent to Copilot.cx’s Chief Financial Officer.