Terms of Service & Privacy Policy

Terms of Service

Last Updated: June 10th, 2021

PLEASE READ THIS TERMS OF SERVICE (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND Copia Automation, Inc. (“COPIA,” “COMPANY,” “WE,” OR “US”).

By accessing or using https://www.copia.io/, or any other website with an authorized link to this Agreement (“Website”) or accessing or using any content, information, services, features or resources available or enabled via the Website or Copia’s browser extension(s) or desktop application(s) (collectively, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT COMPANY’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 7.6 (AUTOMATIC RENEWAL) BELOW. 

SECTION 13 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT. 

  Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”), which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.

Copia reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

Company, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.

1. USE OF THE SERVICES AND COMPANY PROPERTIES.

1.1.     Copia provides change management and version control services for industrial automation applications.  Subject to the Agreement, Company grants you a limited license to reproduce portions of the Services, and the information and content available on the Website and the Services (each, a “Company Property” and collectively, the “Company Properties”) for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Company in a separate license, your right to use any and all Company Properties is subject to the Agreement.

1.2.     Updates. You acknowledge that from time to time we may apply updates to any of the Services and that such updates may result in changes in the appearance and/or functionality of such Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, we will provide, implement, configure, install, support, and maintain at our own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services may interoperate with several third party platforms and that such Services are highly dependent on the availability of such platforms. If at any time any such third party platform ceases to make their features or programs available to us on reasonable terms, we may cease to provide access to such features or programs without entitling you to a refund, credit, or other compensation. Any future release, update or other addition to Company Properties shall be subject to the Agreement.

1.3.     Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions:

  1. you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website;
  2. you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company;
  3. you shall not use any metatags or other “hidden text” using Company’s name or trademarks;
  4. you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties;
  5. you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
  6. except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and
  7. you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties.

Company, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.

1.4.     Third-Party Websites. Company Properties may contain links to third-party websites (“Third-Party Websites”).  When you click on a link to a Third-Party Website, we will not warn you that you have left Company Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites are not under the control of Company.  Company is not responsible for any Third-Party Websites.  Company provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or any product or service provided in connection therewith.  You use all links in Third-Party Websites at your own risk. When you leave our Website, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

2. REGISTRATION.


2.1.     Registering Your Account.  In order to access certain features of Company Properties you may be required to register an account (“Registered User”) on the Website (“Account”). Your invitation to create your Account can come from a different Registered User and you may also have the ability, in Copia’s sole discretion, invite others to create an Account.

2.2.     Registration Data.  In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Company Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (y) notify Company immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account per platform at any given time.  Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Company Properties if you have been previously removed by Company, or if you have been previously banned from any of Company Properties.

3. RESPONSIBILITY FOR CONTENT.

3.1.     Types of Content.  You acknowledge that all information, data, text, code (both source and object), software, messages, tags and/or other materials accessible through Company Properties (collectively, “Content”), including Company Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”).

3.2.     Storage.  Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that Company retains the right to create reasonable limits on Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Company in its sole discretion.

4. OWNERSHIP.

4.1.     Company Properties.  Except with respect to Your Content, you agree that Company and its suppliers own all rights, title and interest in Company Properties (including but not limited to, any computer code, objects, documentation, and Company software.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.

4.2.     License to Your Content. Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties. Except to the extent necessary to provide the Services to you, Company will not attempt to read any of Your Content without your approval.

4.3.     Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties and/or Company’s business.

5. USER CONDUCT.

USER CONDUCT.  As a condition of use, you agree not to use Company Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Company Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Company; (vi) interferes with or attempt to interfere with the proper functioning of Company Properties or uses Company Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Company Properties, including but not limited to violating or attempting to violate any security features of Company Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Company Properties, introducing viruses, worms, or similar harmful code into Company Properties, or interfering or attempting to interfere with use of Company Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Company Properties.

6. INVESTIGATIONS.

INVESTIGATIONS.  Company may, but is not obligated to, monitor or review Company Properties and Content at any time.  Without limiting the foregoing, Company shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.  Although Company does not generally monitor user activity occurring in connection with Company Properties or Content, if Company becomes aware of any possible violations by you of any provision of the Agreement, Company reserves the right to investigate such violations, and Company may, at its sole discretion, immediately terminate your license to use Company Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7. FEES AND PURCHASE TERMS..

7.1     Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information, as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities.  By providing Company with your credit card number and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required.  You agree to immediately notify Company of any change in your billing address or the credit card used for payment hereunder.  Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.

7.2.     Third Party Service Provider.  The Company uses Stripe, Inc. and its affiliates as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a “Third Party Service Provider”).  By submitting payment on any Company Property, you agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide with one or more Third Party Service Provider(s) to the minimum extent required to complete your transactions.  

7.3.     Service Subscription Fees.  You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your [annual] package (each, a “Service Commencement Date”).  Except as set forth in the Agreement, all fees for the Services are non-refundable.  

7.4.     Taxes. You are responsible for paying all taxes associated with your subscription to the Services. If we have the legal obligation to pay or collect taxes for which you are responsible under this Section 7.4, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.5.     Withholding Taxes.  You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

7.6.     Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with the Agreement.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Company’s then-current price for such subscription. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please email support@copia.io with a request to cancel your account. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, you authorize Company to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if Company does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

7.7.     Free Trials and Other Promotions.  Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial.  At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee.  If you are inadvertently charged for a subscription, please contact Company to have the charges reversed.

8. INDEMNIFICATION.

Indemnification.  You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Company Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations.  Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.

9. DISCLAIMER OF WARRANTIES AND CONDITIONS.

9.1.     As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.  

  1. COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.
  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
  5. FROM TIME TO TIME, COMPANY MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

9.2.     No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

9.3.     Third-Party Materials.  As a part of Company Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.


10. LIMITATION OF LIABILITY.

10.1.     Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  

10.2.     Cap on Liability.  TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO Company by you during the one-month period prior to the act, omission or occurrence giving rise to such liability; (b) $100; or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  

10.3.     Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

10.4.    Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

11. TERM AND TERMINATION.

11.1.     Term.  The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement (“Term”).

11.2.     Termination of Services by Company.  You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Company will refund your Service Subscription Fee, if already paid pursuant to Section 7.1 (Payment) or 7.3 (Service Subscription Fees), for the applicable Service.  Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable.  If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.

11.3.     Termination of Services by You.  If you want to terminate the Services provided by Company, you may do so by closing your Account for all of the Services that you use. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 7.6 (AUTOMATIC RENEWAL).  

11.4.     Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

11.5.     No Subsequent Registration.  If your registration(s) with, or ability to access, Company Properties or any other Company community, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Company Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

12. INTERNATIONAL USERS.

INTERNATIONAL USERS.  Company Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Company intends to announce such Services or Content in your country.  Company makes no representations that Company Properties are appropriate or available for use in other locations.  Those who access or use Company Properties from other countries do so at their own volition and are responsible for compliance with local law.


13. DISPUTE RESOLUTION.  Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires users to arbitrate disputes with Company and limits the manner in which you can seek relief from us.

13.1.     Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Company Properties, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  

13.2.     Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

13.3.     Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Company.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.  

13.4.     Waiver of Jury Trial.  YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Company are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Application of Arbitration Agreement) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

13.5.      Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other disputes, claims, or requests for relief shall be arbitrated.  

13.6     Severability. Except as provided in Section 13.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

13.7     Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

14. GENERAL PROVISIONS.

14.1.     Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

14.2.     Publicity. You agree that we may use your name and may disclose that you are a customer of the Services in our advertising, press, promotion, and similar public disclosures, including at trade shows and similar events. In addition to the foregoing, you hereby grant us a non-exclusive license during the Term to list your name and display your logo as a Copia customer on our website.

14.3.     Electronic Communications.  The communications between you and Company may take place via electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

14.4.     Release.  You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Company Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties.  

14.5.     Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.6.     Force Majeure.  Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

14.7.     Governing Law  This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with the laws applicable in California, without reference to conflicts of law principles. The parties irrevocably consent to the exclusive jurisdiction of the courts of San Mateo County, California. In any action or proceeding to enforce rights under this Agreement, (a) the prevailing party shall be entitled to recover costs and attorneys’ fees; and (b) if applicable, the parties irrevocably waive any right to a trial by jury.

14.8.     Notice.   For communication about your Account and services associated with us, we may contact you or your authorized users through your Account or through other means including email, mobile number, telephone, or delivery services such as the postal service. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including your failure to receive critical information about the Services. You may give notice to Company at the following address: support@copia.io.

14.9.     Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.10.     Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

14.11.     Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Privacy Policy

Effective as of March 2nd, 2021.

This Privacy Policy describes the privacy practices of Copia Automation, Inc. and our subsidiaries and affiliates (collectively, “Copia”, “we”, “us”, or “our”) in connection with the https://www.copia.io/ website, the [product offered by Copia], and any other website or services that we own or control and which posts or links to this Privacy Policy (collectively, the “services”), and the rights and choices available to individuals with respect to their information.

Table of Contents

Personal information we collect

Information you provide to us:

Cookies and other information collected by automated means. We, our service providers, and our business partners may use cookies, browser web storage (also known as locally stored objects, or "LSOs"), web beacons, and similar technologies to automatically collect information about your interaction with our services through your computer or mobile device, including:

  • Device data, such as your computer or mobile device operating system type and version number, manufacturer and model, device identifier, browser type, screen resolution, IP address, and general location information such as city, state or geographic area;
  • Online activity data, such as the website you visited before browsing to our website, and information about your use of and actions on our websites, including pages or screens you viewed, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and length of access; and
  • Communications response data, such as whether you open emails we send you, and the links and other actions you take in response to the emails.

How we use your personal information

To operate our services:

For research and development. To analyze and improve the services and to develop new products and services, including by studying use of our services.

Marketing. We, our service providers and our third party advertising partners may collect and use your personal information for marketing purposes:

  • Direct marketing. We may send you Copia-related direct marketing communications as permitted by law, including by email.  You may opt-out of our marketing communications as described in the Opt-out of marketing section below.

To comply with law. As we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.

For compliance, fraud prevention, and safety. To: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern our website and services; and (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity.

To create anonymous data. To create anonymous data from your personal information and other individuals whose personal information we collect.  We make personal information into anonymous data by removing information that makes the data personally identifiable to you.

How we share your personal information

Your choices

Access or update your information. If you have registered for an account with us, you may review and update certain personal information in your account profile by logging into the account.

Opt out of marketing communications. You may opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us at contact@copia.io.  You may continue to receive service-related and other non-marketing emails.

Cookies & browser web storage. Most browsers let you remove or reject cookies.  To do this, follow the instructions in your browser settings.  Many browsers accept cookies by default until you change your settings.  Please note that if you set your browser to disable cookies, the services may not work properly.  Similarly, your browser settings may allow you to clear your browser web storage.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit.  We currently do not respond to “Do Not Track” or similar signals.  To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Stripe

Other websites

Our website may contain links to other websites operated by third parties.  These links are not an endorsement of, or representation that we are affiliated with, any third party.  In addition, our content may be included on web pages that are not associated with us. We do not control third party websites and we are not responsible for their actions.  Other websites may follow different rules regarding the collection, use and sharing of your personal information.  We encourage you to read the privacy policies of the other websites you use.

Security practices

We use reasonable organizational, technical and administrative measures designed to protect against unauthorized access, misuse, loss, disclosure, alteration and destruction of personal information we maintain. Unfortunately, data transmission over the Internet cannot be guaranteed as completely secure. Therefore, while we strive to protect your personal information, we cannot guarantee the security of personal information. In the event that we are required to notify you about a situation involving your data, we may do so by email or telephone to the extent permitted by law.

International data transfers

We are headquartered in the United States and have service providers in other countries, and your personal information may be transferred to the United States or other locations outside of your state, province, or country where privacy laws may not be as protective as those in your state, province, or country.

Children

Our website and services are not intended for children, and we do not collect personal information from them. We define "children" as follows:

  • Residents outside of Europe: anyone under 13 years old; and
  • Residents of Europe: anyone under 16 years old, or the age needed to consent to the processing of personal information in your country of residence.

If we learn we have collected or received personal information from a child without verification of parental consent, we will delete the information. If you believe we might have any information from or about a child, please contact us at contact@copia.io.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it our website. We may also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail (if you have an account where we have your contact information) or another manner through our services.

How to contact us

Please direct any questions or comments about this Policy or privacy practices to contact@copia.io.

Personal information we collect

Information you provide to us:

  • Personal contact information, such as your first and last name, email and mailing addresses, and phone number.
  • Transaction information, such as your billing address, purchase details, and payment information. We will not store your payment card details, as this information is provided directly to our third-party payment processor, [Stripe]. Please see below for additional details.
  • Registration information, such as information that may be related to a service or an account you register for.
  • Feedback or correspondence, such as information you provide when you contact us with questions, feedback, product reviews, or otherwise correspond with us online.
  • Usage information, such as information about how you use the services and interact with us, including information associated with any content you upload to the websites or otherwise submit to us, and information you provide when you use any interactive features of the services.
  • Marketing information, such as your preferences for receiving communications about our activities, events, and publications, and details about how you engage with our communications.
  • Other information that we may collect which is not specifically listed here, but which we will use in accordance with this Privacy Policy or as otherwise disclosed at the time of collection.

Information we obtain from third parties. We may maintain pages on social media platforms, such as Facebook, LinkedIn, Instagram, and other third-party platforms. When you visit or interact with our pages on those platforms, the platform provider’s privacy policy will apply to your interactions and their collection, use and processing of your personal information. You or the platforms may provide us with information through the platform, and we will treat such information in accordance with this Privacy Policy. We may obtain your personal information from other third parties, such as marketing partners, publicly-available sources and data providers.

Cookies and other information collected by automated means. We, our service providers, and our business partners may use cookies, browser web storage (also known as locally stored objects, or "LSOs"), web beacons, and similar technologies to automatically collect information about your interaction with our services through your computer or mobile device, including:

  • Device data, such as your computer or mobile device operating system type and version number, manufacturer and model, device identifier, browser type, screen resolution, IP address, and general location information such as city, state or geographic area;
  • Online activity data, such as the website you visited before browsing to our website, and information about your use of and actions on our websites, including pages or screens you viewed, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and length of access; and 
  • Communications response data, such as whether you open emails we send you, and the links and other actions you take in response to the emails.

How we use your personal information

To operate our services:

  • Provide, operate, maintain, secure and improve our services
  • Fulfill a payment or return transaction initiated by you
  • Provide information about our services
  • Communicate with you about our services, including by sending you announcements, updates, security alerts, and support and administrative messages
  • Understand your needs and interests, and personalize your experience with our services and our communications
  • Respond to your requests, questions and feedback

For research and development. To analyze and improve the services and to develop new products and services, including by studying use of our services.

Marketing. We, our service providers and our third party advertising partners may collect and use your personal information for marketing purposes:

  • Direct marketing. We may send you Copia-related direct marketing communications as permitted by law, including by email.  You may opt-out of our marketing communications as described in the Opt-out of marketing section below.  

To comply with law. As we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.

With your consent.  In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.

For compliance, fraud prevention, and safety. To: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern our website and services; and (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity. 

To create anonymous data. To create anonymous data from your personal information and other individuals whose personal information we collect.  We make personal information into anonymous data by removing information that makes the data personally identifiable to you.  

How we share your personal information

Service providers. We may share your personal information with third party companies and individuals that provide services on our behalf or help us operate our services (such as customer support, hosting, analytics, email delivery, marketing, and database management services). 

Professional advisors. We may disclose your personal information to professional advisors, such as lawyers, bankers, auditors and insurers, where necessary in the course of the professional services that they render to us.

Advertising partners. We may share your personal information with third party advertising companies for the interest-based advertising purposes described above.

For compliance, fraud prevention and safety. We may share your personal information for the compliance, fraud prevention and safety purposes described above.  

Business transfers. We may sell, transfer or otherwise share some or all of our business or assets, including your personal information, in connection with a business transaction (or potential business transaction) such as a corporate divestiture, merger, consolidation, acquisition, reorganization or sale of assets, or in the event of bankruptcy or dissolution. In such a case, we will make reasonable efforts to require the recipient to honor this Privacy Policy.

Your choices 

In this section, we describe the rights and choices available to all users. 

Access or update your information. If you have registered for an account with us, you may review and update certain personal information in your account profile by logging into the account.

Opt out of marketing communications. You may opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us at contact@copia.io.  You may continue to receive service-related and other non-marketing emails.  

Cookies & browser web storage. Most browsers let you remove or reject cookies.  To do this, follow the instructions in your browser settings.  Many browsers accept cookies by default until you change your settings.  Please note that if you set your browser to disable cookies, the services may not work properly.  Similarly, your browser settings may allow you to clear your browser web storage. 

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit.  We currently do not respond to “Do Not Track” or similar signals.  To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Stripe

Our payments are processed through Stripe. They provide us with the online e-commerce platform that allows us to sell products and services to you.  

We will not store your payment card details. That information is provided directly to Stripe whose use of your personal information is governed by their Privacy Policy. Stripe adheres to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

Stripe’s Privacy Policy can be viewed at:  https://stripe.com/privacy

Other websites 

Our website may contain links to other websites operated by third parties.  These links are not an endorsement of, or representation that we are affiliated with, any third party.  In addition, our content may be included on web pages that are not associated with us. We do not control third party websites and we are not responsible for their actions.  Other websites may follow different rules regarding the collection, use and sharing of your personal information.  We encourage you to read the privacy policies of the other websites you use.

Security practices

We use reasonable organizational, technical and administrative measures designed to protect against unauthorized access, misuse, loss, disclosure, alteration and destruction of personal information we maintain. Unfortunately, data transmission over the Internet cannot be guaranteed as completely secure. Therefore, while we strive to protect your personal information, we cannot guarantee the security of personal information. In the event that we are required to notify you about a situation involving your data, we may do so by email or telephone to the extent permitted by law.

International data transfers

We are headquartered in the United States and have service providers in other countries, and your personal information may be transferred to the United States or other locations outside of your state, province, or country where privacy laws may not be as protective as those in your state, province, or country.  

Children  

Our website and services are not intended for children, and we do not collect personal information from them. We define "children" as follows:

  • Residents outside of Europe: anyone under 13 years old; and
  • Residents of Europe: anyone under 16 years old, or the age needed to consent to the processing of personal information in your country of residence.

If we learn we have collected or received personal information from a child without verification of parental consent, we will delete the information. If you believe we might have any information from or about a child, please contact us at contact@copia.io.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it our website. We may also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail (if you have an account where we have your contact information) or another manner through our services.

Any modifications to this Privacy Policy will be effective upon our posting the new terms and/or upon implementation of the new changes on our website (or as otherwise indicated at the time of posting). In all cases, your continued use of the services after the posting of any modified Privacy Policy indicates your acceptance of the terms of the modified Privacy Policy.

How to contact us

Please direct any questions or comments about this Policy or privacy practices to contact@copia.io.