These Cooper Lite Terms of Service (“Terms”) form a contract between Cooper AI Tech, Inc. (“Cooper AI” or “we”) and you or the entity you represent (“Customer” or “you”). They govern your use of the Cooper Lite product and related services (“Cooper Lite”) offered through our website at askcooper.ai (our “Site”), as well as any other Cooper AI offerings that reference these Terms. These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (“Effective Date”).
BY ACCEPTING THESE TERMS OR OTHERWISE USING COOPER LITE, YOU AFFIRM THAT: (I) YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS; (II) YOU ARE MORE THAN 18 YEARS OF AGE, AND ARE FULLY ABLE AND COMPETENT TO AGREE TO AND ABIDE BY AND COMPLY WITH THESE TERMS; AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT MEET THESE CRITERIA OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE COOPER LITE.
If you upgrade to standard Services, then these Terms will automatically terminate upon your execution of an Order Form or the Master Services Agreement (“MSA”), and the Order Form or MSA, as applicable, shall supersede these Terms.
1. Use of Service
1.1. Overview
Subject to these Terms, Cooper AI gives Customer a limited, non-sublicensable, non-transferable, and worldwide license to use Cooper Lite for its internal business purposes. Except for the rights expressly granted in these Terms, Cooper AI owns and reserves all right, title and interest in and to, Cooper Lite and any underlying intellectual property rights. Customer may add users to Customer’s account (“Authorized Users”), up to the maximum number of seats disclosed to Customer at the time of sign-up. Customer shall be fully responsible for each Authorized User’s use of Cooper Lite and for all actions taken on its account.
1.2. Modify Services
Cooper AI reserves the right to make changes to Cooper Lite at any time, in its sole discretion, and without notice to you. Cooper AI will notify Customer in advance of any changes to Cooper Lite that materially reduce their core functionality.
1.3. Modification of Terms
From time to time, Cooper AI may modify these Terms, including by adding, deleting, or modifying terms. Unless otherwise specified by Cooper AI, continued use of Cooper Lite after the updated version of these Terms goes into effect will constitute Customer’s acceptance of such updated version. Cooper AI will use reasonable efforts to notify Customer of any material changes through communications via Customer’s account, email or other means.
2. General Restrictions and Obligations
2.1. General Obligations and Restrictions
Customer shall use Cooper Lite in compliance with all applicable laws, including without limitation, data privacy laws. Customer shall not (and shall not allow any third party to): (a) reproduce, modify, translate, or create derivative works of Cooper Lite or any portion thereof; (b) disassemble, decompile, reverse engineer, or translate any software related to Cooper Lite, or otherwise attempt to discover any source code or underlying proprietary information; (c) remove or otherwise alter any proprietary notices or labels from Cooper Lite or any portion thereof; (d) interfere with, modify, disrupt or disable features or functionality of Cooper Lite, including to bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of Cooper Lite; (e) resell, sublease, or license Cooper Lite or otherwise make Cooper Lite available to third parties in violation of these Terms; (f) access Cooper Lite in order to build a similar or competitive product or service; (g) notwithstanding Customer’s ownership of Output in Section 3.1 below, resell Output as a standalone product or use the Output to train a competing model or service; or (h) use Cooper Lite to violate applicable law or the rights of any third party.
2.2. Third-Party Products
At your direction, Cooper Lite may provide you with access to or use third-party products and services (collectively, “Third Party Products”). Cooper AI is not responsible for any Third-Party Products, and does not make any representations or warranties about Third Party Products. Any use of Third Party Products may be subject to the third-party provider’s terms (“Third Party Terms”). Customer shall indemnify and hold Cooper AI harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to Customer’s breach of any Third Party Terms.
3. Intellectual Property and Customer Data
3.1. Rights in Customer Content and Customer Data
Customer retains all right, title, and interest in and to the Customer Data and any modifications made thereto in the course of operation of Cooper Lite, as well as any Output (subject to Section 2.1). Subject to these Terms, Customer hereby grants to Cooper AI a non-exclusive, worldwide, royalty-free, and perpetual right to process the Customer Data and Output solely to the extent necessary to (a) provide, maintain, and improve Cooper Lite to Customer or to exercise its rights hereunder, (b) for Cooper AI’s internal business purposes, such as for research and development related to Cooper Lite, and for new and other products and services, including machine learning models and other artificial intelligence systems, (c) on an aggregated and anonymized basis, provided that such use complies with applicable laws and regulations, and cannot be reidentified or attributed to Customer or any particular individual, and (d) to comply with any legal requirements. “Customer Data” shall refer to any data or data files that are uploaded by or on behalf of Customer for processing in Cooper Lite. “Output” means the data generated by Cooper Lite based on Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Cooper AI under these Terms, and that the processing of Customer Data by Cooper AI in accordance with these Terms will not violate any laws or the rights of any third party. Cooper AI shall not sell or share any Customer Data except as expressly permitted hereunder.
3.2. Cooper AI Data
Cooper AI may collect and create usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer’s use of Cooper Lite, Customer Data and Output (“Cooper AI Data”). As between the parties, Cooper AI shall own and/or control any and all Cooper AI Data. To the extent permitted by applicable laws, Cooper AI may use Cooper AI Data to (a) provide, analyze, support, and improve Cooper AI’s products and services, and (b) create and distribute reports and materials about Cooper AI’s products and services. Cooper AI will not identify Customer as a source of information for any report or material described in this Section without Customer’s prior written approval.
3.3. Feedback
If Customer submits to Cooper AI any feedback, ideas, or suggestions (“Feedback”), Cooper AI shall own and/or control any and all Feedback. Cooper AI may, but has no obligation to, (a) use, modify, and incorporate Feedback into Cooper AI’s products and services, and (b) license, sublicense, or distribute the Feedback without obligation or compensation to Customer.
4. Fees and Payment
4.1. Fees
Customer is responsible for fees incurred by its account, at the rates specified on the Pricing Page, unless otherwise agreed by the parties. Cooper AI may update the published rates, to be effective the earlier of thirty (30) days after the updates are posted by Cooper AI to the Site, or Customer otherwise receives notice.
4.2. Taxes
Customer shall pay all taxes and governmental assessments associated with Cooper Lite (excluding taxes based on Cooper AI’s net income).
4.3. Late Payments
Failure to pay Cooper AI all amounts owed when due may result in suspension or termination of Customer’s access to Cooper Lite. Cooper AI reserves any other rights of collection it may have.
5. Term and Termination
5.1. Term
These Terms start on the Effective Date and continue until terminated (the “Term”). Customer’s subscription term shall be selected by Customer and/or otherwise disclosed at sign-up, and shall auto-renew until cancelled.
5.2. Termination
Either party may terminate these Terms at any time for convenience with prior written notice to the other party. Either party may also terminate these Terms immediately (a) for material breach if the other party fails to cure that breach within thirty (30) days after written notice (ten (10) days in the case of nonpayment), or (b) the other party ceases its business operations or becomes subject to insolvency proceedings. Upon termination, these Terms shall continue in effect until the end of Customer’s selected subscription term.
5.3. Suspension
In addition to any other remedies it may have, Cooper AI may suspend Customer if Cooper AI reasonably determines that (a) Customer has breached Section 2 (General Restrictions and Obligations), (b) suspension is necessary to avoid material harm to Cooper AI or its other customers, or (c) it is required by law. Cooper AI shall use reasonable efforts to provide written notice to Customer, except in cases of emergency.
5.4. Effect of Termination
Upon the effective date of termination (the end of the Customer’s subscription term), all licenses provided under these Terms shall cease. Customer must cease using and accessing Cooper Lite, and shall promptly erase all copies of Cooper AI Confidential Information in Customer’s possession. Cooper AI shall have no further obligation to make Customer Data or Cooper Lite available. Cooper AI will return or delete any personal data in its possession at Customer’s instruction unless further storage of Customer’s personal data is required or authorized by applicable law, in which case Cooper AI will make reasonable efforts to prevent additional processing of such data. Any provisions which by their nature should survive the termination or expiration of these Terms shall do so.
6. Information Security and Data Privacy
6.1. Information Security
Cooper AI will maintain an industry-standard information security program with administrative, technical, and physical safeguards designed to protect Customer Data. In the event of unauthorized access to Customer Data, Cooper AI shall notify Customer without delay and cooperate with Customer to address the incident. However, Customer acknowledges and agrees that Cooper Lite may not be subject to the same information security safeguards and restrictions as under standard Services. Customer is solely responsible for protecting its property, Customer Data, and others from any risks caused by use of or access to Cooper Lite.
6.2. Data Privacy
Each party agrees that it shall obtain, use, retain and share personal data in compliance with applicable privacy laws and regulations. Neither party shall disclose or use personal data in a manner that is inconsistent with its privacy policy and applicable laws. If Cooper AI receives any inquiry or request from a third party, including from a regulatory agency or via a judicial order, or a request from a data subject, Cooper AI shall promptly notify Customer, and shall provide assistance as reasonably requested by Customer, at Customer’s expense. In addition, Cooper Lite is not designed to use or access any Protected Health Information as defined under HIPAA, and Customer agrees not to submit, store, send, or receive any Protected Health Information without Cooper AI’s prior written consent.
7. Confidentiality
Each party may disclose to the other party certain nonpublic information (“Confidential Information”). The receiving party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party shall not disclose the Confidential Information to any third party without the disclosing party’s prior written consent, except to its own employees and other agents who need to know and are subject to confidentiality obligations at least as restrictive as this section. The term “Confidential Information” shall not include any information that (a) is or becomes public without breach of these Terms; (b) is independently developed by the receiving party without use of or reference to the Confidential Information; (c) is disclosed to the receiving party by a third party without restriction; or (d) was in the receiving party’s lawful possession prior to its disclosure by the disclosing party. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information as required by law or court order, provided that the receiving party provides prompt prior written notice to the disclosing party, and discloses only the portion of the Confidential Information that it is advised by counsel is legally required to be disclosed, and uses its reasonable efforts to ensure confidential treatment is afforded the disclosed portion of the Confidential Information. The receiving party agrees that breach of this section would cause disclosing party irreparable injury, and that in addition to any other remedy, the disclosing party may seek injunctive relief against such breach or threatened breach.
8. Warranties
8.1. Mutual Warranty
Each party warrants that it has validly entered into these Terms and has the legal power to do so.
8.2. DISCLAIMER OF WARRANTY
EXCEPT AS EXPRESSLY SET FORTH HEREIN, COOPER LITE AND THE OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COOPER AI DOES NOT WARRANT THAT COOPER LITE OR OUTPUT ARE ACCURATE, COMPLETE OR UNINTERRUPTED. COOPER AI SHALL NOT BE LIABLE FOR (I) ANY THIRD-PARTY PRODUCTS, (II) ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THESE TERMS, OR (III) ANY ACTS OR OMISSIONS OF CUSTOMER OR ITS AUTHORIZED USERS.
8.3. Beta Services
If Customer chooses to use any test, trial or other beta services, Customer acknowledges that beta services may not be supported and may be changed at any time, including in a manner that reduces functionality, and that beta services are provided “as-is.” Cooper AI will have no liability arising out of or in connection with beta services.
8.4. Output
Results and outcomes generated by machine learning algorithms and artificial intelligence are probabilistic and Customer should evaluate such results and outcomes for accuracy as appropriate for Customer’s use case, including by employing human review. Customer is solely responsible, and Cooper AI will have no liability, for all decisions made, advice given, actions taken, and failures to take action based on Customer’s use of Cooper Lite or Output, including whether the Output is suitable for Customer’s use case or for its internal business purposes.
9. Indemnification
9.1. By Cooper AI
Cooper AI shall indemnify, defend and hold Customer harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees), whether awarded against Customer or agreed to in settlement, arising from a third-party claim alleging that Cooper Lite or any Output, when used in accordance with these Terms, infringes any intellectual property right of such third party. If there is, or is likely to be, an infringement claim, Cooper AI may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using Cooper Lite or Output; or (c) terminate these Terms, and refund to Customer any prepaid unused Fees for the applicable service. The foregoing indemnification obligation will not apply to the extent the claim is attributable to: (1) the modification of Cooper Lite or Output based on Customer’s or a third party’s specifications or requirements; (2) the combination of Cooper Lite or Output with products or processes not provided by Cooper AI; (3) any use of Cooper Lite or Output in breach of these Terms; or (4) any action arising from Customer Data, or any deliverables or components not provided by Cooper AI. This section sets forth Customer’s sole remedy with respect to any claim of intellectual property infringement.
9.2. By Customer
Customer will indemnify, defend, and hold harmless Cooper AI from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees), whether awarded against Customer or agreed to in settlement, arising from a third-party claim arising out of or related to (a) Customer Data, and (b) Customer's use of Cooper Lite and Output.
9.3. Indemnification Procedures
Each party (“indemnified party”) shall promptly notify the other party (“indemnifying party”) in writing of any claim for which such party believes it is entitled to be indemnified, and provide assistance and information reasonably requested by the indemnifying party at indemnifying party’s cost. The indemnified party will have the right, at its option, to participate in the settlement or defense of any claim(s), with its own counsel and at its own expense. The indemnifying party shall not settle any claim that results in the indemnified party’s liability or obligation without the indemnified party’s prior written consent.
10. LIMITATION OF LIABILITY
10.1. LIMITATION OF LIABILITY
EXCEPT FOR (A) CUSTOMER’S BREACH OF SECTION 2, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS, AND (C) A PARTY’S CONFIDENTIALITY OBLIGATIONS (TOGETHER, “EXCLUDED CLAIMS”), NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE TO THE OTHER PARTY UNDER THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (II) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, ANY DATA INACCURACY, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, COOPER AI’S, ITS AFFILIATES’ AND LICENSORS’, AGGREGATE LIABILITY UNDER THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHER LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNT THAT IS PAYABLE FOR COOPER LITE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
11. Disputes
11.1. Informal Resolution
In the event of a dispute, claim or controversy relating to these Terms, the parties will first attempt in good faith to informally resolve the matter. Before filing a claim, the party raising the dispute shall provide notice to the other party and have the appropriate executives attempt to resolve the dispute through communication and discussion. After thirty (30) business days from providing notice, either party may bring a formal proceeding.
11.2. Arbitration
Cooper AI and Customer agree to resolve any claims relating to these Terms or Cooper Lite through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator, and will take place in San Francisco, California in the English language. EACH PARTY (I) AGREES THAT, EXCEPT AS PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO COOPER LITE INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES, DISPUTES UNDER SECTION 9 (INDEMNIFICATION) ABOVE (COLLECTIVELY, “DISPUTES”) WILL BE DETERMINED SOLELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY.
11.3. Exclusions
This Section does not limit either party from seeking injunctive relief. If not arbitrated, the parties hereby consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California.
12. General Provisions
12.1. Governing Law
These Terms will be governed by California law, without regard to its conflict of law provisions.
12.2. Notices
Notices to Cooper AI must be sent via email to legal@askcooper.ai. Notices to Customer will be to the notice email provided in Customer’s account, or otherwise provided by Customer. Notices are deemed given when sent.
12.3. Marketing
Cooper AI may use and display Customer’s name, logo, trademarks, and service marks on Cooper AI’s website and in Cooper AI’s marketing materials in connection with identifying Customer as a customer of Cooper AI. Upon Customer’s written request, Cooper AI will promptly remove any such marks from Cooper AI’s website and, to the extent commercially feasible, Cooper AI’s marketing materials.
12.4. Force Majeure
Neither party will be liable for failure or delay in performance (except for a failure to pay fees) to the extent caused by circumstances beyond its reasonable control.
12.5. Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. There are no third-party beneficiaries under the Terms.
12.6. Export Control
Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of Cooper Lite under these Terms. Without limiting the foregoing, Customer represents and warrants that it: (a) is not listed on, or majority-owned by any entity listed on, any U.S. government list of prohibited or restricted parties; and (b) is not located in a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a “state sponsor of terrorism.”
12.7. Miscellaneous
All attachments and exhibits to these Terms executed by the parties are hereby incorporated by reference. Unless explicitly stated otherwise, these Terms constitute the entire agreement between Customer and Cooper AI with respect to the subject matter herein and supersedes any prior agreements whether written or oral. Customer may not assign any rights or obligations under these Terms without the prior written consent of Cooper AI, except in connection with a merger, change of control, reorganization, or sale of all or substantially all of its equity or assets. Any assignment in violation of this section is void. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. If any portion of these Terms is found to be unenforceable, the unenforceable term will be modified to reflect the parties’ intention and only to the extent necessary to make the term enforceable, and the remaining provisions of the Terms will continue in effect. Except as otherwise set forth in these Terms, no modification, amendment, or waiver of any provision of these Terms will be effective unless set forth in writing and signed by the parties. No failure or delay by either party in exercising a right under these Terms will constitute a waiver of that right. These Terms may be executed and delivered electronically.