Terms of Service - Beta Test Program Participation Agreement

Updated 18th November 2024

This Beta Test Program Participation Agreement (this “Agreement”) is effective as of the date (“Effective Date”) Participant (as defined below) click-accepts this Agreement by and between Copia Automation, Inc. (“Copia”), and the individual who click-accepts this Agreement (“Participant”) and describes the terms and conditions under which Participant will participate in the Beta Test Program (as defined below). In consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt of which is acknowledged, Participant and Copia agree as follows:

THE BETA TEST OFFERING (AS DEFINED BELOW) IS STILL UNDER DEVELOPMENT AND TESTING. COPIA IS WILLING TO GRANT PARTICIPANT ACCESS TO THE BETA TEST OFFERING AS PART OF AN EVALUATION PROGRAM ESTABLISHED BY COPIA (THE “BETA TEST PROGRAM”). 

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IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, THAT ENTITY IS THE “PARTICIPANT” AND THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL DOES NOT HAVE THIS AUTHORITY OR DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THE ENTITY, THE INDIVIDUAL MAY NOT ENTER INTO THIS AGREEMENT AND NO PERSON MAY USE THE BETA TEST OFFERING OR PARTICIPATE IN THE BETA TEST PROGRAM ON BEHALF OF THE ENTITY.

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  1. BETA TEST PROGRAM
    1. Beta Test Offering. Copia’s proprietary conversational, AI-powered assistant designed to help Participant summarize, convert, generate, modify, and otherwise edit programming code (together with the services, features, the Documentation, and information made available to Participant on or through such chatbot, the “Beta Test Offering”). Participant or Participant’s Designated Users (as defined below) may provide input to the Beta Test Offering (“Input”) and receive output from the Beta Test Offering based on the Input (“Output”). Participant or Participant’s Designated Users will be responsible for providing the computer hardware or mobile devices necessary to interface or interact with the Beta Test Offering. “Documentation” means any online user guides, documentation, training materials, or other written supporting materials made available by Copia to Participant in connection with the Beta Test Offering.
    2. Feedback. Notwithstanding any provision in this Agreement to the contrary, Copia may use, develop and implement any information, suggestions, comments or other feedback (collectively, “Feedback”) provided to Copia by Participant or any of its Representatives (as defined below) in connection with the development, operation, marketing and sale of the Beta Test Offering, in its discretion and with no compensation to any person providing Feedback, irrespective of any intellectual property or proprietary rights claimed by Participant in such Feedback. Participant represents that it has not, and will not, knowingly provide Feedback that is subject to any third-party intellectual property rights. In consideration of the services provided by Copia hereunder, Participant agrees to provide timely Feedback to Copia in connection with Participant’s use of the Beta Test Offering in order to assist Copia with improving the Beta Test Offering.
  2. BETA TEST OFFERING LICENSE
    1. Grant and Scope of License. As sole consideration of Participant’s promises and obligations under this Agreement, and subject to compliance by Participant with the terms of this Agreement, Copia hereby grants to Participant a nonexclusive, nontransferable, limited, revocable license (solely through Participant’s Designated Users) to access and use the Beta Test Offering during the Beta Test Period (defined below) solely for purposes of testing and evaluation under this Agreement in such manner as may be authorized or directed by Copia from time to time (the “License”). “Beta Test Period” means the period of time during which testing of the Beta Test Offering contemplated hereunder will be undertaken, commencing on the Effective Date and continuing indefinitely until terminated by either party by notice to the other party.
    2. Restrictions Due to Nature of Beta Software. Participant acknowledges and agrees that: (i) the Beta Test Offering is beta software that has not been commercially released by Copia; (ii) the Beta Test Offering may not operate properly, be in final form or be fully functional, and may contain errors, bugs, design flaws or other problems; (iii) information obtained using the Beta Test Offering may not be accurate; (iv) the Beta Test Offering is likely to have significant errors and to produce unexpected results; and (iv) Copia has no obligation to issue an official release of the Beta Test Offering and may unilaterally abandon its development at any time without liability. Participant is solely responsible for evaluating, testing, and modifying any code generated by the Beta Test Offering to ensure it meets Participant’s specific requirements, complies with applicable laws, and avoids infringing on intellectual property rights of any third party. Participant will be responsible for all expenses to backup and restore any data and information that is lost or corrupted due to its use of the Beta Test Offering. Accordingly, any use by Participant of the Beta Test Offering will be at Participant’s sole risk. Participant will indemnify Copia and hold it harmless from any damages or claims arising from any use of the Beta Test Offering, including without limitation, any use of the Output (as defined below).
  3. COPIA’S PROPRIETARY RIGHTS; CONFIDENTIALITY
    1. Acknowledgment of Rights. Participant acknowledges that (i) as between the parties, Copia owns and retains all right, title, and interest in and to the intellectual property rights in and to the Beta Test Offering (including all code and text that comprise Copia’s knowledge base utilized by the Beta Test Offering) and any enhancements, modifications or derivative works thereof, and (ii) this Agreement in no way conveys any right or interest in the Beta Test Offering other than a limited license to use it in accordance with this Agreement.
    2. Confidential Information. Participant acknowledges that, in the course of using the Beta Test Offering, Participant may obtain or have access to information relating to the Beta Test Offering or to Copia that is of a confidential and proprietary nature ("Confidential Information"), including without limitation the existence or features of the Beta Test Offering; current, prospective, or future products or product designs, features or roadmaps; the existence of the Beta Test Program; the terms and conditions of this Agreement; the results of any evaluation or test of the Beta Test Offering; and information concerning R&D, trade secrets, know-how, inventions, software source materials, data, vendors, customers, finances, pricing, sales and marketing plans, and any other information that is marked as confidential or that, given the nature of the information or manner of disclosure, a reasonable person would know is confidential, proprietary, trade secret or competitively sensitive, whether or not labeled as such. The protections afforded to the Confidential Information under this Agreement are in addition to, and not in lieu of, the protections afforded under any non-disclosure or confidentiality agreement by and between the parties. Participant will, during the term of this Agreement and for at least five (5) years after it terminates (or, for information that constitutes a trade secret under applicable law, the obligations and restrictions of Participant under this Agreement will continue in effect until such time, if ever, that such item ceases to constitute a trade secret under applicable law, other than through Participant’s failure to observe any of the terms or conditions of this Agreement), keep in trust and confidence all Confidential Information; not use or reproduce the Confidential Information other than as expressly authorized by Copia; and not disclose Confidential Information to third parties (other than its agents and employees who have a need to know and who are bound by comparable confidentiality obligations) without Copia’s written consent. Participant further agrees that, upon termination of this Agreement or upon Copia’s request, Participant will immediately return to Copia all Confidential Information in Participant's possession, custody, or control; securely destroy any copies thereof; and confirm in writing that it has done so. The obligations of confidentiality in this Section 3 will not apply to information that (i) has entered the public domain through no fault or breach by Participant; (ii) prior to disclosure hereunder was already in Participant's possession; or (iii) is obtained by Participant on a non-confidential basis from a third party who has the right to disclose such information to Participant. Participant will notify Copia immediately of any breach of this Agreement, any unauthorized access to or use of the Beta Test Offering, or any unauthorized disclosure of Confidential Information and will assist and cooperate with Copia in minimizing the consequences thereof. If Participant is required by applicable law, court of law or governmental agency to disclose any Confidential Information, it will notify Copia thereof promptly and prior to disclosure and cooperate with Copia’s efforts to protect its Confidential Information by protective order or other means. 
    3. Remedies. Participant expressly acknowledges and agrees that any breach or threatened breach of this Section 3 by Participant may cause immediate and irreparable harm to Copia that may not be adequately compensated by damages. Participant therefore agrees that in the event of such breach or threatened breach of this Section 3 by Participant or its Representatives (as defined below), in addition to any remedies available at law, Copia will have the right to seek equitable and injunctive relief, without the need to post bond, in any court of competent jurisdiction, with respect to such a breach or threatened breach.
  4. PARTICIPANT DATA; ANALYTICS
    1. Participant Data. In connection with this Agreement, Copia may Process (as defined below) certain data, including without limitation the Input and Output, through the Beta Test Offering (“Participant Data”). Participant hereby grants to Copia the right and license to Process and otherwise use Participant Data to the extent permitted by this Agreement, including to provide the Beta Test Offering and/or in order to maintain, evaluate, develop, and improve its products and services. Participant will be responsible for all changes to and/or deletions of Participant Data and the security of all passwords and other access protocols required in order to access the Beta Test Offering. Participant will be solely responsible for the accuracy and completeness of the Participant Data. Copia will have no obligation to maintain any Participant Data obtained in the course of providing the Beta Test Offering. For the avoidance of doubt and without limiting the generality of the foregoing, in no event will Copia have any obligation to maintain any Participant Data obtained in the course of providing the Beta Test Offering beyond the term of this Agreement. Participant represents, warrants, and covenants that: (i) it has (and will have) Processed, collected, and disclosed all Participant Data in compliance with applicable Law and provided any notice and obtained all consents and rights required by applicable Law to enable Copia to lawfully Process Participant Data as permitted by this Agreement; (ii) it has (and will continue to have) full right and authority to make the Participant Data available to Copia under this Agreement; and (iii) Copia’s Processing of the Participant Data in accordance with this Agreement or Participant’s instructions does and will not infringe upon or violate any applicable Law or any rights of any third party. “Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, including without limitation collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
    2. Copia Use of Participant Data. For the avoidance of doubt, as between the parties, and to the extent permitted by applicable law, Participant retains all rights, title, and interest in and to all Participant Data. Participant hereby grants to Copia the right and license to use the Input and Process and otherwise use Participant Data to the extent necessary to provide the Beta Test Offering to Participant. Participant must evaluate the Output for accuracy and appropriateness for its use case, including using human review as appropriate, before using or sharing Output from the Beta Test Program.
    3. Analytics. Notwithstanding any other provision in this Agreement to the contrary, Copia may collect, analyze and anonymize data, statistics or other information obtained through the provision, use and performance of various aspects of the Beta Test Offering (collectively, “Analytics”) and aggregate such data, statistics or other information with data, statistics or other information obtained from other sources, and may use such Analytics for lawful business purposes, including improvement of the Beta Test Offering. Without limitation of the foregoing, Copia may use and Process any information (including any information relating to or derivative of Participant Data (as defined below)) to the extent such information constitutes residual knowledge retained as machine learning, artificial intelligence, or by implementing teams, for internal use in order to maintain, evaluate, develop, and improve its products and services.
    4. Privacy Policy. Notwithstanding anything to the contrary in this Agreement, information collected by or on behalf of Copia in connection with this Agreement (including any Participant Data) is subject to Copia’s Privacy Policy available at https://www.copia.io/privacy-policy. 
    5. Regulated Data. The parties acknowledge and agree that this Agreement does not contemplate that any Regulated Data will be disclosed or made available or accessible to Copia by or on behalf of Participant. If Participant intends to disclose Regulated Data under this Agreement, Participant will provide prior written notice to Copia and the parties will negotiate a written amendment to this Agreement to be signed by each of the parties (in accordance with Section 8 of this Agreement) that will include additional terms (including without limitation any terms required by applicable law) governing such Regulated Data (a “Data Amendment”). For the avoidance of doubt, Participant will not disclose or provide access to Copia to any Regulated Data unless and until the parties have entered into a Data Amendment. “Regulated Data” means any information that that is subject to or regulated by: (i) the Health Insurance Portability and Accountability Act of 1996 (as amended, and together with any regulations promulgated thereunder, including without limitation the Health Insurance Reform: Security Standards (Security Rule)); (ii) the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (as amended); (iii) Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999 (as amended, and together with any regulations promulgated thereunder); and/or (iv) 201 CMR 17.00 et seq. 
  5. TERM AND TERMINATION
    1. Term; Termination. The term of the Agreement will commence on the Effective Date and will terminate automatically upon the earlier of (i) the expiration of the Beta Test Period or (ii) the commencement date of any purchased Beta Test Offering subscription ordered by Participant. However, Participant’s participation in the Beta Test Program under this Agreement, and the grant of License under Section 2, may be terminated by either party at any time, for any reason or for no reason, in such party’s sole discretion, by providing written or emailed notice to the other party. 
    2. Effect of Termination. Immediately upon termination or expiration of this Agreement, Copia’s obligation to provide the Beta Test Offering will immediately cease, any and all licenses granted by Copia hereunder will immediately terminate. Upon termination of this Agreement, Participant will immediately cease use of the Beta Test Offering and return to Copia all Confidential Information and Copia data then in Participant’s possession or custody or control, securely destroy all copies thereof and certify to Copia in writing that it has done so. Participant will, within thirty (30) days of termination or expiration of this Agreement, return or destroy, at the option of Copia, all copies of Confidential Information that are in its possession or control.
    3. Suspension of Beta Test Offering. Notwithstanding any provision herein to the contrary, Copia may suspend the Beta Test Offering in the event of any activity that has, or in Copia’s reasonable assessment is likely to have, an adverse effect on the Beta Test Offering.
  6. PARTICIPANT’S DUTIES AND RESTRICTIONS
    1. Login and Password. Participant must provide Copia with the email addresses and names for Participant’s designated end users and administrators (collectively, the “Designated Users”), and Copia will assign unique initial login credentials for such Designated Users in order to access the Beta Test Offering. The logins for the Designated Users may not be shared and will only be used by the Designated User to whom the login is initially assigned. Participant is solely responsible for maintaining the confidentiality of the accounts and related passwords of Participant’s Designated Users and all use of such accounts. Each Designated User must be Participant’s employee or independent contractor and, in each case, under Participant’s control. Participant will be solely responsible for all use of the Beta Test Offering under Participant’s account, including by Participant’s Designated Users. Participant hereby agrees that the act or omission of a current or former Representative will be deemed the same as if performed by Participant.
    2. Affirmative Covenants. Participant will: (i) ensure Participant’s Designated Users, officers, directors employees, contractors, representatives, agents and affiliates (collectively, “Representatives”) comply with this Agreement; (ii) take all necessary steps to prevent unauthorized access to or use of the Beta Test Offering, (iii) notify Copia immediately of any such unauthorized access or use; (iv) comply with all applicable federal, state, local, municipal, domestic, foreign, and international laws, rules and regulations (“Law”); (v) use the Beta Test Offering in compliance with all applicable industry standards; (vi) use the Beta Test Offering only for Participant’s own internal business purposes and solely in accordance with the terms of this Agreement; (vii) use the Beta Test Offering solely in accordance with Copia’s instructions; and (viii) be responsible for all use of Output and evaluating such Output for accuracy and appropriateness for Participant’s use case, including by utilizing human review as appropriate. 
    3. Restrictive Covenants. Participant will not, and Participant will cause Participant’s Representatives to not: (i) alter, change, modify, adapt, translate, or make derivative works of the Beta Test Offering; (ii) use the Beta Test Offering in a manner that, or provide any direction to Copia that, violates any applicable Law; (iii) transmit any virus or programming routine intended to damage, surreptitiously intercept, or expropriate any system or data; (iv) transfer, resell, license, sublicense or otherwise make the Beta Test Offering (or any data or information accessible through the Beta Test Offering) available to any third party, except as expressly described in this Agreement; (v) use the Beta Test Offering for timesharing, rental, outsourcing, or a service bureau operation; (vi) attempt to gain, or assist others with attempting to gain unauthorized access to Copia’s network, systems or the Beta Test Offering; (vii) decipher, decompile, disassemble, or reverse engineer the Beta Test Offering or assist or encourage any third party to do so; (viii) engage in any activity that violates the rights of others or that interferes with or disrupts the Beta Test Offering; (ix) knowingly use Input that is subject to any third-party intellectual property rights; or (x) upload any file containing any back door, time bomb, Trojan horse, worm, virus or similar malicious code.
  7. EXCLUSION OF WARRANTIES, LIMITATION OF LIABILITY
    1. No Warranties. 
      1. COPIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO THE BETA TEST PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING OR RELATING TO THE BETA TEST OFFERING OR ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED TO PARTICIPANT HEREUNDER OR IN CONNECTION THEREWITH. 
      2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE BETA TEST OFFERING (INCLUDING WITHOUT LIMITATION THE OUTPUT), WHETHER MADE BY COPIA EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY COPIA FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF COPIA WHATSOEVER.
      3. ALL SERVICES PROVIDED BY COPIA IN THE BETA TEST OFFERING (INCLUDING WITHOUT LIMITATION THE OUTPUT) ARE PERFORMED AND PROVIDED ON AN “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. COPIA DOES NOT WARRANT THAT THE BETA TEST OFFERING (INCLUDING WITHOUT LIMITATION THE OUTPUT), ITS FUNCTIONALITY, OR ITS WORK PRODUCT WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE BETA TEST OFFERING, ITS FUNCTIONALITY, OR ITS WORK PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY. PARTICIPANT ACKNOWLEDGES THAT, AS A SOFTWARE-BASED SERVICE, THE FUNCTIONALITY AND INTERFACES OF THE BETA TEST OFFERING MAY CHANGE OVER TIME. 
      4. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARTICIPANT ACCEPTS AND AGREES THAT (i) ANY USE OF OUTPUT FROM THE BETA TEST OFFERING IS AT PARTICIPANT’S SOLE RISK; (ii) THE OUTPUT MAY NOT BE SECURE, ERROR-FREE, OR SUITABLE FOR ANY SPECIFIC USE CASE; AND (iii) THE BETA TEST OFFERING DOES NOT GUARANTEE THAT THE OUTPUT WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
      5. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARTICIPANT ACCEPTS AND AGREES THAT PARTICIPANT IS SOLELY RESPONSIBLE FOR REVIEWING AND TESTING ANY OUTPUT BEFORE DEPLOYING SUCH OUTPUT IN ANY ENVIRONMENT AND FOR CONDUCTING APPROPRIATE DUE DILIGENCE TO AVOID POTENTIAL INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.
    2. Limitation of Liability. Regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), IN NO EVENT WILL COPIA OR ITS LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR DESTRUCTION OF DATA) EVEN IF COPIA OR ITS LICENSORS HAVE BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE SAME.
  8. GENERAL TERMS
    1. This Agreement contains the entire agreement between the parties relating to the matters covered by this Agreement, superseding all other oral or written representations, understandings, proposals, or other communications between the parties concerning its subject matter. Copia reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice; provided, however, that material changes (as determined in Copia’s sole and absolute discretion) will be disclosed as follows: Copia will provide Participant with notification of any such changes by email, website posting, pop-up screen, or in-application notice. If any future changes to this Agreement are unacceptable to Participant or cause Participant to no longer be in compliance with this Agreement, Participant must terminate, and immediately stop participating in the Beta Test Program and using the Beta Test Offering. Participant’s continued participation in the Beta Test Program and/or use of a Beta Test Offering following any revision to this Agreement constitutes Participant’s complete and irrevocable acceptance of any and all such changes. Copia may change, modify, suspend, or discontinue any aspect of the Beta Test Program and/or Beta Test Offering at any time. Copia may also impose limits on certain features or restrict access to parts or all of the Beta Test Program and/or Beta Test Offering without notice or liability. This Agreement will be binding upon the parties’ successors and permitted assigns. However, neither this Agreement nor any License may be assigned, licensed, sublicensed, sold, mortgaged, pledged, or otherwise disposed of by Participant in whole or part without the prior written consent of Copia, and any attempt to do so in violation of the foregoing will be void and of no effect. All notices given under this Agreement will be effective on receipt and will be in writing and sent: if to Copia, to the address  set out in this Agreement; and if to Participant, to the email address identified in the Participant’s Copia account; or in the case of Copia or Participant, to any replacement address of which the other party has been given notice in accordance with this sentence. If any provision of this Agreement is for any reason void or unenforceable in any respect, such provision will be without effect to the extent of the voidness or unenforceability without affecting such provision in any other respect and without affecting any other provision. Sections 1 - 8 of this Agreement will survive and continue to bind the parties after execution and delivery of this Agreement and its expiration or early termination to the extent and for as long as may be necessary to give effect to the rights, duties and obligations of the parties pursuant to this Agreement. This Agreement and any controversy, claim or dispute arising under or related to this Agreement will be construed, pursued, and resolved in accordance with and will be governed by the laws of the State of New York, USA, without regard to its laws or regulations relating to conflicts of law. Any legal proceeding to resolve a controversy, claim or dispute arising under or related to this Agreement will be brought only in a court of competent jurisdiction in the State of New York, USA. Notwithstanding the foregoing, nothing in this Agreement will restrict or limit Copia from seeking injunctive or similar relief in any jurisdiction that is otherwise proper. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. This Agreement may be executed and delivered by electronic means and upon such delivery the electronic signature will be deemed to have the same effect as delivery of an original signed copy of this Agreement.

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I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING BETA TEST PROGRAM PARTICIPATION AGREEMENT AND AGREE THAT MY PARTICIPATION IN THE BETA TEST PROGRAM AND/OR USE OF THE BETA TEST OFFERING AND/OR ANY OUTPUT IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS BETA TEST PROGRAM PARTICIPATION AGREEMENT.

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