Terms of service

Terms of Service

Last updated May 31st, 2023

Welcome to Copilot.cx. Copilot.cx is a B2B Software as a Service platform (collectively with any online products and services provided by Copilot.cx, the “Platform”). The Platform helps companies gather customer usage information, create actionable insights and automatically communicate with customers with the goal of building strong relationships with them. These relationships are intended to improve your customer experience and facilitate your revenue growth.

These Terms of Use (collectively with the order form(s) executed by you in connection with the use of the Platform 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 Platform by any method on your behalf) and Co-pilot CX Ltd., (“Copilot.cx”). Please read this Agreement carefully before you start to use the Platform, or any online products or services of Copilot.cx. By accessing and/or using the Platform, 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 Platform in any manner whatsoever.

Copilot.cx may, in its sole discretion, modify the Agreement by posting the amended Agreement on the 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 Platform, you agree to any such modifications.

In case of contradiction between these Terms and Conditions and any other document, order form or exhibit hereto, these Terms and Conditions 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 Platform and Services

‍1.1    License to Platform. Subject to the terms and conditions of this Agreement, Copilot.cx grants you and you accept, during the term of the Agreement, a non-exclusive, non-transferable limited license to access and use the Platform for your internal business purposes (the “License”). You may not have the right to access the software code, including object code, intermediate code and source code of the Platform, either during or after the term of this Agreement. 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 Platform as trade secrets, proprietary, confidential and belonging solely to Copilot.cx.

‍1.2 Professional Services. To the extent that you execute an order form covering the performance of additional services of Copilot.cx in connection with the Platform, such as customization, implementation and configuration of the Platform (the “Professional Services”), then such Professional Services shall be added to and governed by this Agreement and the terms of the specific purchase order (such as scope of services and fees).

2. Your Responsibilities When Accessing or Using the Platform:

‍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) the Platform shall be operated by qualified personnel in a reasonable manner, in compliance with Copilot.cx’s standard published policies then in effect (including this Agreement) and consistent with the purposes for which the Platform is intended and in accordance with any documentations, materials and "help files" relating to the Platform, provided by Copilot.cx.

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

• Violate any applicable law or use the Platform in any way that is unlawful, illegal, fraudulent or harmful;
• Permit any third party to sell, rent, lease, lend, distribute, or sublicense the Platform to any third party except if and to the extent as expressly permitted under the Agreement.
• Post or send anything violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the opinion of Copilot.cx or its delegates.
• Modify, adapt, alter, translate, create derivative works from, copy or otherwise use the Platform, except as expressly permitted in this Agreement; decompile, disassemble, reverse engineer, translate or convert the Platform; modify or remove any copyright or other proprietary rights notices in or on the Platform.
• Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
• Use the Platform to facilitate a business or business practice which is fraudulent, unfair, deceptive, or otherwise prohibited by consumer protection or other legislation.
• Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Platform or its End Users’ computers.
• Modify, translate, or create derivative works based on the Platform.
• 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 (the “End User”)  in connection with the operation of the Platform and enabling your exercise of your rights hereunder,  or as part of the performance of the Professional Services shall be 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 and that you have the right to grant access to Copilot.cx for the purpose hereof. You also warrant that the Platform will not be granted access to any information from children under the age of 18. Copilot.cx may, at any time, review 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 use of the Platform by you or anyone on your behalf in breach of this Agreement or any applicable law and 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 Platform and services are offered by subscription or for a fee. You agree to pay Copilot.cx any fees related to your use of the Platform 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”).

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.

3.3. 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 payment. Without derogating from the above, Copilot.cx may turn off your access to Platform or cease to perform the Professional Services without notice in case of any unpaid and due invoices.

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 subscription for the Platform will automatically renew for the same subscription term. If you do not wish to renew your subscription, you must provide Copilot.cx written notice of your intent not to renew at least 30 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. Copilot.cx may, in its sole discretion, suspend or terminate your access to the Platform 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 termination of the License or this Agreement, (i) all rights given to you hereunder, including your right to access the Platform 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. Please note that any data and content you have uploaded into the Platform shall be deleted from Copilot.cx’s systems immediately upon termination of the Agreement or cancellation of your account in accordance with Copilot retention period as set forth in 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 account, and it is your responsibility to ensure that any content or data that you have previously uploaded into the Platform 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, and 9 shall survive the termination of the Agreement.

5. Intellectual Property

‍5.1. Copilot.cx (and its licensors or partners, as applicable) retain all ownership rights in and to the Platform including any content created or generated thereby in connection with its operation (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 Platform, and all other derivative works of the Platform, including any suggestions, ideas, feedback, or other information you may provide to Copilot.cx relating to or in connection with the Platform.  

‍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 Platform shall remain with you, and Copilot.cx is granted the right to Process such data and information in accordance with this Agreement 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 Platform (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. 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 Platform is at your sole risk. The Platform and the associated materials and content and the Professional Services are provided on an “AS IS” and “AS AVAILABLE” basis. Except as otherwise expressly provided in this Agreement, Copilot.cx expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, Copilot.cx makes no warranty that: (i) the Platform or the Professional Services will meet your requirements; (ii) the Platform will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Platform will be accurate or reliable; (iv) the quality of any and all products (including the Platform), services (including the Professional 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 Platform or as a result of the performance of the Professional Services will be corrected. Copilot.cx disclaims all implied warranties, including implied warranties of title, merchantability and fitness for a particular purpose.

‍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 claim that the Platform or the deliverables under the Professional  Services infringe or misappropriate any copyright or trade secret rights, 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, (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 Platform 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 Platform 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 Platform, 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 Platform or the deliverables, (iii) third-party components (including in combination with the Platform or the deliverable) not provided by Copilot.cx, (iv) your specifications or requirements.

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. 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.

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8. Privacy

‍The DPA describes how Copilot.cx Processes the information and data you submit or provide access to Copilot.cx when using the Platform or in connection with the performance of the Professional Services, to the extent relevant. Please note that the Platform  may track and report to Copilot.cx information in connection with the use of the Platform 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 Platform 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.

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9. General

9.1 Publicity; Credit. Copilot.cx shall have the ability to issue a press release in connection with this Agreement and use your logo on Copilot.cx’s website and other marketing materials, subject to your approval. Copilot.cx will work with you to get an approval on using your logo on Copilot.cx’s website and other marketing material along with a press release and a case study.

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 (and any attempted assignment will be void) without the prior written consent of Copilot.cx, except to a person or entity who acquires all or substantially all of the assets or business of you, whether by sale, merger or otherwise. Copilot.cx may assign or transfer this Agreement and its rights and obligations hereunder (in whole or in part), including the performance of the Platform, without your consent, provided any such third party is subject to the terms hereof. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

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.