Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the Koopic platform, application programming interfaces, documentation, or any related services (collectively, the "Service"), you ("Customer" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), together with our Privacy Policy, Cookie Policy, Acceptable Use Policy, and Data Processing Addendum, each of which is incorporated herein by reference. If you do not agree to these Terms, you must immediately cease all use of the Service.

You must be at least eighteen (18) years of age to access or use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement.

If you are accessing or using the Service on behalf of a company, organization, or other legal entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and that you agree to these Terms on behalf of that Organization. In such cases, "Customer" and "you" refer to both you individually and the Organization.

These Terms constitute a legally binding agreement between you and Koopic LLC, a Virginia limited liability company ("Koopic," "we," "us," or "our"). By clicking "I Accept," executing an Order Form that references these Terms, or by accessing or using the Service, you signify your acceptance of these Terms as of the date of such action (the "Effective Date").

2. Definitions

The following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not defined in this section shall have the meanings ascribed to them elsewhere in these Terms.

"Service" means the Koopic cloud-based IT asset management platform, including all software, APIs, web applications, on-premises agents, documentation, and related services made available by Koopic under these Terms and any applicable Order Form.
"Customer" means the individual or legal entity that has agreed to these Terms and has established an account to access and use the Service.
"User" means any individual who accesses or uses the Service, whether or not such individual is an Authorized User.
"Authorized User" means an individual who is authorized by Customer to access and use the Service under Customer's account, subject to the access controls, roles, and permissions established by Customer (including viewer, member, admin, and owner roles).
"Customer Data" means all data, information, content, records, files, and materials that Customer or its Authorized Users upload, submit, transmit, import, or otherwise make available to or through the Service, including but not limited to asset records, configuration data, compliance rules, enrichment rules, metadata, credentials for third-party integrations, and any data collected by on-premises agents deployed by Customer.
"Platform" means the Koopic software application, infrastructure, and technology stack, including but not limited to the web application, backend services, APIs, database systems, merge engine, rules engine, plugin architecture, and all proprietary algorithms and processes.
"Documentation" means the user guides, technical documentation, API references, help articles, knowledge base materials, and other instructional content made available by Koopic in connection with the Service, as updated from time to time.
"Subscription" means the right to access and use the Service during the applicable Subscription Term, as specified in an Order Form or the Customer's account settings, subject to the terms and conditions herein.
"Order Form" means an ordering document, online registration, self-service subscription selection, or purchase flow executed or agreed to by Customer that references these Terms and specifies the Subscription plan, pricing, number of Authorized Users, features, support level, and other commercial terms applicable to Customer's use of the Service. For self-service customers, the online account registration and plan selection process constitutes an Order Form.
"Subscription Term" means the period during which Customer has the right to access and use the Service as specified in the applicable Order Form.
"Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. Account Registration & Security

To access and use the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy, currency, and completeness. Koopic reserves the right to suspend or terminate any account if any information provided proves to be inaccurate, outdated, or incomplete.

You are solely responsible for maintaining the confidentiality and security of your account credentials, including any credentials used to authenticate to the Service through your identity provider and any single sign-on (SSO) configurations established through OIDC or SAML identity providers. You agree not to share your credentials with any unauthorized individual and to take all reasonable precautions to prevent unauthorized access to your account.

You are responsible for all activities that occur under your account, whether or not authorized by you. You must promptly notify Koopic at [email protected] of any unauthorized access to or use of your account, any breach of security, or any other compromise of your credentials of which you become aware. Koopic shall not be liable for any loss or damage arising from your failure to comply with the foregoing obligations.

If you configure enterprise SSO for your Organization, you are responsible for the security and proper configuration of your identity provider. Koopic supports just-in-time (JIT) user provisioning through SSO, and you acknowledge that any user authenticated through your configured identity provider may be automatically provisioned as an Authorized User subject to the role and access controls you have established.

Customer is responsible for managing the roles and permissions of its Authorized Users within the Service, including assigning appropriate viewer, member, admin, or owner roles. Customer acknowledges that administrative users have elevated privileges and that Customer bears responsibility for ensuring that such privileges are granted only to trusted personnel.

4. Subscription & Access

Subject to Customer's compliance with these Terms and payment of all applicable fees, Koopic hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Service during the applicable Subscription Term, solely for Customer's internal business purposes and in accordance with the scope, features, and limitations specified in the applicable Order Form or Subscription plan.

The scope of Customer's access, including the number of Authorized Users, storage limits, API rate limits, features, and integrations available, shall be as set forth in the applicable Order Form or Subscription plan. Customer shall not exceed the usage limits associated with its Subscription without Koopic's prior written consent or execution of an upgraded Order Form.

The Service operates on a multi-tenant architecture in which Customer Data is logically isolated from the data of other customers through row-level security and organizational-level access controls. While Koopic employs commercially reasonable measures to maintain data isolation, Customer acknowledges and accepts the inherent characteristics of multi-tenant cloud architectures.

Koopic reserves the right to modify, update, or enhance the Service at any time, provided that such modifications do not materially diminish the core functionality of the Service during an active Subscription Term. Koopic will provide reasonable notice of any material changes.

Access to the Service is provided on an "as available" basis. Koopic may perform scheduled maintenance with reasonable advance notice and shall use commercially reasonable efforts to minimize any disruption.

5. Customer Data Ownership

As between Koopic and Customer, Customer retains all right, title, and interest (including all intellectual property rights) in and to all Customer Data. Nothing in these Terms shall be construed as transferring any ownership rights in Customer Data to Koopic. Koopic claims no ownership whatsoever over Customer Data.

Customer hereby grants Koopic a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, transmit, store, and display Customer Data solely to the extent necessary to provide, maintain, improve, and support the Service in accordance with these Terms, the Privacy Policy, and the Data Processing Addendum. This license terminates upon the deletion of Customer Data in accordance with these Terms.

Koopic may generate and use aggregated, anonymized, or de-identified data derived from Customer Data ("Aggregated Data") for purposes of improving the Service, conducting analytics, benchmarking, and developing new features, provided that such Aggregated Data does not identify Customer or any individual. Koopic retains all rights in Aggregated Data.

Customer represents and warrants that it has all necessary rights, consents, and permissions to provide Customer Data to Koopic and to grant the licenses set forth herein, and that the Customer Data does not violate, infringe, or misappropriate any third party's intellectual property rights, privacy rights, or other legal rights.

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. Koopic shall have no liability for any errors, inaccuracies, or omissions in Customer Data or for any decisions made by Customer or its Authorized Users based on data processed through the Service.

6. Permitted Use

Customer may use the Service solely for its lawful internal business purposes related to IT asset management, including but not limited to: ingesting and unifying asset data from multiple sources; creating, managing, and enforcing compliance rules; running enrichment rules for derived fields; managing asset lifecycle and aging; generating reports and dashboards; and configuring integrations with supported third-party services.

Customer shall ensure that all use of the Service complies with all applicable federal, state, local, and international laws, regulations, and ordinances, including but not limited to data protection and privacy laws, export control laws, and any industry-specific regulations applicable to Customer's business.

Access to the Service shall be limited to Authorized Users. Customer shall not permit any individual who is not an Authorized User to access or use the Service. Customer is responsible for ensuring that all Authorized Users comply with these Terms and the Acceptable Use Policy.

Customer acknowledges that the Service is designed for business-to- business use and is not intended for use by consumers or for personal, family, or household purposes.

7. Restrictions

Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying ideas, algorithms, or structure of the Service or any component thereof, except to the extent that such restriction is expressly prohibited by applicable law;
Access or attempt to access any systems, networks, servers, or data that Customer is not authorized to access, including the data or accounts of other customers of the Service;
Use any automated means, including bots, crawlers, scrapers, or spiders, to access, collect, harvest, or extract data from the Service, except through the APIs provided by Koopic in accordance with the Documentation and applicable rate limits;
Circumvent, disable, interfere with, or otherwise bypass any security features, access controls, authentication mechanisms, row-level security policies, role-based access controls, or encryption used by the Service;
Share, transfer, or disclose account credentials, API keys, authentication tokens, or session identifiers with any unauthorized person or allow multiple individuals to use a single set of credentials;
Exceed or attempt to exceed applicable rate limits, storage quotas, API call volumes, or other usage limitations established by Koopic or specified in the applicable Order Form;
Resell, sublicense, lease, rent, distribute, or otherwise make the Service or any portion thereof available to any third party, except as expressly permitted in writing by Koopic;
Perform, publish, or disclose to any third party any performance benchmarks, competitive analyses, or comparative testing of the Service without Koopic's prior written consent;
Use the Service to develop a competing product or service, or to assist any third party in developing a competing product or service;
Introduce any virus, worm, Trojan horse, ransomware, or other malicious code or any code designed to disrupt, damage, or limit the functionality of the Service or any connected systems;
Remove, alter, obscure, or deface any proprietary notices, trademarks, logos, copyright notices, or other intellectual property designations on or within the Service;
Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service; or
Use the Service in violation of the Acceptable Use Policy or any applicable law.

Any violation of the foregoing restrictions may result in immediate suspension or termination of Customer's access to the Service, without limiting Koopic's other rights and remedies.

8. Intellectual Property

The Service, the Platform, and all related technology, software, algorithms, user interfaces, designs, APIs, Documentation, trademarks, service marks, trade names, logos, domain names, and other intellectual property (collectively, "Koopic IP") are and shall remain the exclusive property of Koopic and its licensors. These Terms do not convey to Customer any right, title, or interest in or to the Koopic IP, except for the limited license expressly granted in Section 4.

Koopic reserves all rights not expressly granted in these Terms. No implied licenses are granted by Koopic under these Terms, whether by estoppel, implication, exhaustion, or otherwise.

If Customer or any Authorized User provides Koopic with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Service ("Feedback"), Customer hereby grants Koopic a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without obligation of any kind to Customer. Customer acknowledges that Koopic may use Feedback to improve the Service or develop new products and services.

The Koopic name, logo, and all related product and service names, design marks, and slogans are trademarks or service marks of Koopic LLC. Customer shall not use any Koopic trademarks without Koopic's prior written consent. All other trademarks appearing in the Service are the property of their respective owners.

Koopic acknowledges and agrees that it acquires no right, title, or interest in any of Customer's trademarks, trade names, or other proprietary designations by virtue of these Terms or Customer's use of the Service.

9. Third-Party Integrations

The Service may enable Customer to connect to and exchange data with third-party services, platforms, and applications, including but not limited to Google Cloud Platform (GCP Cloud Storage), Microsoft Azure (Azure Blob Storage), Microsoft Defender for Endpoint, GitHub, and other services accessible via REST APIs or file-based imports (collectively, "Third-Party Services").

Customer's use of any Third-Party Service is governed solely by Customer's agreement with the applicable third-party provider. Customer is solely responsible for reviewing and complying with the terms of service, privacy policies, and other agreements of any Third-Party Service that Customer connects to the Service. Koopic is not a party to any such third-party agreement.

Koopic shall not be liable for any acts, omissions, errors, failures, unavailability, data loss, security breaches, or other issues arising from or related to any Third-Party Service. Customer acknowledges that Third-Party Services may be modified, suspended, or discontinued by their respective providers at any time without notice to Koopic, and that such changes may affect the availability or functionality of integrations within the Service.

Integration data flows are facilitated through credentials and configurations provided by Customer. Customer is solely responsible for the security, accuracy, and appropriate scope of any credentials (including service account keys, storage keys, SAS tokens, OAuth client credentials, and API keys) used to connect Third-Party Services to the Platform. Koopic encrypts stored credentials using industry-standard encryption but shall not be liable for any unauthorized access resulting from Customer's misconfiguration or compromise of third-party credentials.

Customer's use of the Koopic on-premises agent for local data collection is subject to these Terms. Customer is responsible for the deployment, configuration, and security of the on-premises agent within its own infrastructure. Data transmitted from the on-premises agent to the Koopic cloud platform is protected by end-to-end encryption.

10. Fees & Payment

Koopic may offer a free tier of the Service ("Free Plan") with limited features, storage, or usage. The Free Plan is provided at Koopic's sole discretion and may be modified, limited, or discontinued at any time with thirty (30) days' notice. Customers on the Free Plan are not required to pay Fees but remain bound by all other provisions of these Terms. Koopic reserves the right to impose usage limits, feature restrictions, or data retention policies on the Free Plan that differ from paid Subscription plans.

For paid Subscription plans, Customer shall pay all fees specified in the applicable Order Form or Subscription plan ("Fees"). Unless otherwise stated in the Order Form, all Fees are quoted in United States Dollars and are non-refundable except as expressly provided in these Terms or the applicable Order Form.

Unless otherwise specified in the applicable Order Form, payment is due within thirty (30) days of the invoice date ("Net 30"). All payments are processed through our third-party payment processor, Stripe, Inc. Koopic does not store, process, or have access to your credit card numbers or payment card details. All payment information is transmitted directly to and handled by Stripe in accordance with the Payment Card Industry Data Security Standard (PCI DSS). Customer's use of Stripe is subject to Stripe's terms of service and privacy policy.

Any amounts not paid when due shall accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by applicable law, calculated from the date payment was due until the date payment is received in full. Customer shall also be responsible for all reasonable costs of collection, including attorneys' fees, incurred by Koopic in connection with any overdue amounts.

Koopic reserves the right to modify its Fees upon not less than thirty (30) days' prior written notice to Customer. Fee changes shall take effect at the start of the next Subscription renewal term. Customer's continued use of the Service after such fee change takes effect constitutes acceptance of the modified Fees.

All Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and other taxes and governmental charges (excluding taxes based on Koopic's net income) imposed on or in connection with the transactions contemplated by these Terms. If Koopic is required to collect or remit any such taxes, such amounts will be invoiced to and paid by Customer.

Koopic may suspend Customer's access to the Service upon ten (10) days' written notice if any Fees remain unpaid past the due date. Such suspension shall not relieve Customer of its obligation to pay all outstanding amounts.

11. Confidentiality

Each party (the "Receiving Party") agrees that it shall not disclose, publish, or disseminate the Confidential Information of the other party (the "Disclosing Party") to any third party, and shall protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information only to its employees, contractors, agents, and professional advisors who have a need to know such information for the purposes of performing under these Terms and who are bound by obligations of confidentiality at least as protective as those set forth herein.

The obligations of confidentiality set forth in this Section shall not apply to information that:

Is or becomes publicly available through no fault of or breach by the Receiving Party;
Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, without restriction on disclosure;
Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information;
Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or
Is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.

Customer Data shall be treated as Customer's Confidential Information. Koopic's pricing, technical architecture, security measures, product roadmap, and business strategies shall be treated as Koopic's Confidential Information.

The obligations of confidentiality shall survive the termination or expiration of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as such information constitutes a trade secret under applicable law.

12. Support

Koopic shall use commercially reasonable efforts to maintain the availability of the Service and to resolve issues in a timely manner.

Standard customer support is included with all Subscription plans at no additional charge. Standard support includes access to the Documentation, email-based support during business hours, and community resources as made available by Koopic.

Enhanced or priority support, including dedicated support representatives, faster response times, and premium onboarding assistance, may be available as set forth in the applicable Order Form at additional cost.

Koopic shall use commercially reasonable efforts to respond to support requests in a timely manner.

Customer agrees to cooperate with Koopic's support team by providing relevant information, access, and assistance reasonably requested to diagnose and resolve issues. Failure to cooperate may delay resolution.

13. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KOOPIC HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

KOOPIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. KOOPIC DOES NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.

KOOPIC MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY DATA, RESULTS, OR INFORMATION OBTAINED THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO ASSET DATA, COMPLIANCE SCORES, ENRICHMENT RESULTS, OR REPORTS GENERATED BY THE SERVICE. CUSTOMER ACKNOWLEDGES THAT THE SERVICE PROCESSES AND PRESENTS DATA BASED ON INFORMATION PROVIDED BY CUSTOMER AND THIRD-PARTY SOURCES, AND THAT KOOPIC IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF SUCH UNDERLYING DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KOOPIC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the foregoing exclusions shall apply to the fullest extent permitted by applicable law.

14. Limitation of Liability

IN NO EVENT SHALL KOOPIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE), EVEN IF KOOPIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KOOPIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY RELATED MATTER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO KOOPIC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION CLAIMS ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

The limitations and exclusions of liability in this Section form an essential basis of the bargain between the parties, and the pricing of the Service reflects this allocation of risk. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) Customer's breach of Section 7 (Restrictions); (d) Customer's indemnification obligations under Section 15; or (e) any other liability that cannot be excluded or limited under applicable law.

15. Indemnification

Customer Indemnification. Customer shall defend, indemnify, and hold harmless Koopic, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Koopic Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Customer's or its Authorized Users' use of the Service in violation of these Terms or the Acceptable Use Policy; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third party's intellectual property rights, privacy rights, or other legal rights; (c) Customer's breach of any representation, warranty, or obligation under these Terms; or (d) Customer's violation of any applicable law or regulation.

Koopic Indemnification. Koopic shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Customer Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of any third-party claim that Customer's authorized use of the Service in accordance with these Terms directly infringes such third party's patents, copyrights, or trade secrets.

Koopic's indemnification obligation shall not apply to the extent that any claim arises from: (a) Customer Data; (b) Customer's use of the Service in combination with products, services, or technology not provided or approved by Koopic; (c) Customer's use of a non-current version of the Service where infringement would have been avoided by use of the current version; or (d) any modification of the Service not made or authorized by Koopic.

The indemnified party shall: (a) provide prompt written notice of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim (provided that the indemnifying party shall not settle any claim without the indemnified party's prior written consent if such settlement would impose any obligation or liability on the indemnified party); and (c) provide reasonable cooperation and assistance in the defense of such claim, at the indemnifying party's expense.

16. Term & Termination

These Terms are effective as of the Effective Date and shall remain in effect until terminated in accordance with this Section. The initial Subscription Term shall be as specified in the applicable Order Form. Unless otherwise specified, Subscription Terms are annual.

Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the Subscription shall automatically renew for successive renewal terms of the same duration as the initial Subscription Term, at Koopic's then-current pricing.

Either party may terminate these Terms for cause if the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof specifying the nature of the breach in reasonable detail.

Koopic may terminate these Terms or suspend Customer's access to the Service immediately upon written notice if: (a) Customer fails to pay any amounts due within ten (10) days after receiving written notice of such payment default; (b) Customer violates Section 7 (Restrictions) or the Acceptable Use Policy; or (c) Customer's use of the Service poses a security risk to the Service or any third party or may subject Koopic to liability.

Upon termination or expiration of these Terms for any reason:

Customer's right to access and use the Service shall immediately cease, except as provided below with respect to data export;
Customer shall have a period of thirty (30) days following the effective date of termination or expiration to export Customer Data from the Service. Koopic will provide reasonable assistance with data export upon request;
Following the thirty (30) day data export period, Koopic shall delete all Customer Data from its systems in accordance with its standard data deletion practices and the Privacy Policy, except as required to be retained by applicable law;
All outstanding Fees for the remainder of the then-current Subscription Term shall become immediately due and payable, except where termination is by Customer for Koopic's uncured material breach; and
Sections 2, 5, 7, 8, 10, 11, 13, 14, 15, 17, 18, and 20 shall survive termination or expiration of these Terms.

17. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between the parties, including but not limited to the validity, interpretation, breach, enforcement, or termination of these Terms (collectively, "Disputes"), shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules and Mediation Procedures then in effect (the "AAA Rules"), as modified by this Section. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Venue. The arbitration shall be conducted in the Commonwealth of Virginia, USA, unless the parties mutually agree to a different location. The arbitration may be conducted in person, by telephone, by video conference, or based on written submissions, as determined by the arbitrator.

Arbitrator Selection. The arbitration shall be conducted by a single arbitrator with experience in commercial technology disputes, selected in accordance with the AAA Rules.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND KOOPIC EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER AND KOOPIC EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. EACH PARTY MAY ONLY BRING CLAIMS IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court.

Injunctive Relief Exception. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property rights, confidential information, or trade secrets, pending the outcome of arbitration. Any such action shall not be deemed a waiver of the right to arbitrate.

Arbitration Costs. Each party shall bear its own costs and attorneys' fees in connection with the arbitration. The arbitrator's fees and the administrative costs of arbitration shall be shared equally by the parties, unless the arbitrator determines that a different allocation is appropriate.

Arbitration Award. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy that would be available in a court of law.

Pre-Arbitration Dispute Resolution. Before initiating arbitration, the parties agree to first attempt to resolve any Dispute through good-faith negotiation. The party raising the Dispute shall provide written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from receipt of such notice to attempt to resolve the Dispute informally. If the Dispute is not resolved within such period, either party may initiate arbitration.

18. Governing Law

These Terms, and any Dispute arising out of or relating to these Terms or the Service, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, without giving effect to any choice of law or conflict of law provisions that would cause the application of the laws of any other jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms.

To the extent that any claim or proceeding is permitted to be brought in court (as provided in Section 17), Customer and Koopic each consent to the exclusive personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Virginia, and each party waives any objection to such jurisdiction and venue on the grounds of inconvenient forum or otherwise.

19. Modifications

Koopic reserves the right to modify, amend, or update these Terms at any time. Koopic shall provide Customer with not less than thirty (30) days' prior written notice of any changes to these Terms, delivered via email to the address associated with Customer's account or through a notice posted on the Service.

For non-material changes, Customer's continued use of the Service following the effective date of the modified Terms shall constitute Customer's acceptance of and agreement to the modified Terms. If Customer does not agree to the modified Terms, Customer must discontinue use of the Service prior to the effective date of the changes.

Material changes to these Terms -- including but not limited to changes to the arbitration provisions, limitation of liability, warranty disclaimer, or pricing terms -- shall require Customer's affirmative consent before taking effect. Koopic shall clearly identify material changes in its notice and provide Customer with a mechanism to indicate consent. If Customer does not provide affirmative consent within the notice period, the prior version of these Terms shall continue to govern Customer's use of the Service until the end of the then-current Subscription Term.

The "Last Updated" date at the top of these Terms indicates the date of the most recent revision. Customer is encouraged to review these Terms periodically.

20. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, Data Processing Addendum, and any applicable Order Form, constitute the entire agreement between Customer and Koopic with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter. In the event of any conflict between these Terms and an Order Form, the Order Form shall control with respect to the specific terms contained therein.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.

Assignment. Koopic may freely assign or transfer these Terms, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer may not assign or transfer these Terms or any rights or obligations hereunder without Koopic's prior written consent, and any attempted assignment in violation of this restriction shall be null and void.

Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure is caused by circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, labor disputes, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers (each, a "Force Majeure Event"). The affected party shall provide prompt written notice of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms upon written notice.

Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Notices to Koopic shall be sent to [email protected]. Notices to Customer shall be sent to the email address associated with Customer's account.

Independent Contractors. The relationship between Koopic and Customer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties.

No Third-Party Beneficiaries. These Terms are entered into solely for the benefit of Koopic and Customer, and nothing herein shall confer any right, benefit, or remedy upon any third party, except as expressly provided in Section 15 (Indemnification) with respect to the parties' respective indemnitees.

Export Compliance. Customer shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations, and shall not export, re-export, or transfer the Service or any technical data obtained from Koopic to any country, entity, or person in violation of such laws.

Government Users. If Customer is a U.S. government agency or entity, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. Section 2.101, and use, duplication, or disclosure is subject to the restrictions set forth in these Terms.

Headings. The section headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.

21. Contact Information

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us at:

Koopic LLC
Virginia, United States of America

Email: [email protected]

For general support inquiries unrelated to these Terms, please visit our support resources or contact us at [email protected].

For privacy-related inquiries, please refer to our Privacy Policy or contact us at [email protected].