Terms of Use for Copient.ai

Effective Date: March 10, 2025

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These Terms of Service ("Terms") govern your use of the Copient.ai Copient AI LLC d.b.a. Copient.ai ("us," "our," or "we") website, platform, and services (collectively, the "Services"). Please carefully read these Terms and our Privacy Policy, which is incorporated into these Terms by this reference. These Terms apply to your use of the Service.

By accessing and using the Service, you agree to be bound by these Terms. If you do not agree with these Terms, do not use the Service. If you are accepting these Terms on behalf of an educational institution, company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms on behalf of such entity, you must not accept this agreement and you may not use the Service.

Permitted Use of Service

The Service must be used only for lawful purposes and in accordance with these Terms. Users are solely responsible for ensuring their use of the Service complies with all applicable laws and regulations. Copient.ai disclaims any liability for misuse or unauthorized activities conducted through the Service.

Use by Individuals Under 18

The Service is generally not intended for individuals under the age of 18. However, students under 18 may access and use the Service solely under the direction and supervision of their educational institution, provided such use complies with all applicable laws and institutional policies. By using the Service, you represent that you are either:

• At least 18 years old; or
• Authorized by your educational institution to use the Service as part of its educational programs.

Educational institutions directing students under 18 to use the Service are responsible for:

• Obtaining any required parental or guardian consent under applicable laws, including compliance and consent under the Family Educational Rights and Privacy Act ("FERPA");
• Ensuring the Service is used solely for educational purposes under institutional supervision.

User Categories

• University Users: Educational institutions consent to students under the age of 18 using the Service in compliance with applicable laws and institutional policies. Institutions bear responsibility for managing compliance requirements, including obtaining necessary consents and providing supervision.
• Corporate Users: Corporate users may access the Service under terms distinct from those for university users. These Terms apply unless otherwise specified in a separate agreement. Any separate agreement will otherwise supplement these Terms.
• General Users: All other users, including visitors to the website, must adhere to these Terms.

License to Use

Subject to these Terms, Copient.ai grants you a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service. Such access and use are limited to your personal use unless you are using the Service under a license granted to your employer or to an institution to which you are associated.

This license does not permit use of the Service to create competing services or products, nor does it allow reverse engineering, decompilation, or unauthorized data scraping.

Account Registration

To access the Service, you may be required to register an account. You agree to provide accurate and complete information during the registration process and to keep your account information updated.

Term and Termination

This Agreement begins when you accept the Terms or first use the Service and continues until your right to use the Service expires or is terminated by either you or Copient.ai. Termination may occur for reasons such as violations of these Terms, non-payment, material breaches, legal requirements, or force majeure events. Except in urgent situations like security breaches or illegal activities, or if your right to use the Service expires, Copient.ai will provide at least 30 days' prior written notice before termination. Users may terminate the Agreement by ceasing use of the Service and providing written notice, but they remain responsible for any outstanding fees. Upon termination, access to the Service will cease, and Copient.ai may retain or delete data in accordance with the Privacy Policy. All provisions related to confidentiality, intellectual property, liability limitations, governing law and dispute resolution, will remain in effect after termination. All termination notices must be submitted in writing, and users must appeal disputes over termination within 10 days.

Unless otherwise specified under the Compliance with FERPA Regulations clause, termination of your account does not affect Copient.ai's right to retain and use data or information as outlined in these Terms and the Privacy Policy. Copient.ai reserves the right to retain data for service improvement and research purposes.

Service Availability

We acknowledge that institutions require stability and functionality. To that end, Copient AI.ai shall use commercially reasonable efforts to maintain the reliability and availability of the Service during the term of the Agreement. Temporary interruptions for maintenance or unavoidable circumstances (e.g., force majeure events) shall not constitute a breach of this commitment. Copient AI.ai will provide advance notice of planned maintenance whenever possible and will make reasonable efforts to minimize disruptions.

Disclaimer of Warranty

The Services are provided on an "as is" and "as available" basis. While we strive to ensure the quality and reliability of our Services, we make no guarantees regarding the performance, accuracy, or completeness of the Services.

COPIENT.AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Privacy and Data Protection

Copient.ai values your privacy. By using the Service, you consent to the collection, use, and disclosure of your personal information as described in our Privacy Policy. In the event of any conflict or inconsistency between the Privacy Policy and the Compliance with FERPA Regulations provisions within the Terms of Service as they apply to student users, the Compliance with FERPA Regulations provision shall prevail and govern.

Compliance with FERPA Regulations For Student Users

Copient.ai is designated as a "school official" under FERPA, performing services with a legitimate educational interest under the direct control of the Institution.

We commit to managing student data and Privacy in compliance with FERPA requirements. We will:

• Not disclose or use Education Records except as required to provide the services outlined in the Terms or as explicitly authorized by the Institution.
• Collect, store, and process data solely for the purposes authorized by the educational institution.
• Not use Institutional Data for any other purposes, including but not limited to targeted advertising or commercial purposes, without prior written consent from the Institution.
• Allow educational institutions to review and request deletion of student data as required under FERPA.
• Maintain de-identified or aggregate data to be used solely for improving the Service or conducting educational research, provided such use complies with FERPA requirements.

Institution agrees to provide only the student data necessary for the use of our Services and represent that you have obtained all required consents

User Conduct

You agree not to use the Service to:

• Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Interfere with or disrupt the Service or servers or networks connected to the Service.

Copient.ai may publish acceptable use or other policies from time to time and you agree to comply with all such policies once they are posted to our website.

Intellectual Property

All content and materials available on the Service, including but not limited to text, graphics, logos, and software, are the property of Copient.ai or its licensors and are protected by intellectual property laws. You agree not to copy, modify, distribute, or create derivative works of any content from the Service. Copient.ai may use any content to further train or fine-tune its models and to create additional content from anything generated from the use of the Service. For University Users, any data input during your use of the Service may be anonymized and used solely for fine tuning and/or training and improving the Service's models. No personally identifiable information will be retained in connection with such use.

If you provide us with any ideas or suggestions regarding the Service or our website, you agree that those ideas and suggestions and any resulting intellectual property from those ideas or suggestions become the property of Copient.ai and you hereby assign to Copient.ai all rights to such ideas and suggestions.

GenAI Tools and User Content

The Service utilizes Generative AI ("GenAI") tools to facilitate conversations and provide coaching and feedback. By using the Service, you acknowledge and agree that:

• The GenAI tools may generate content based on user inputs and large language models and may not always be accurate, reliable, or complete.
• GenAI tools are known to generate content that is not based on factual criteria or input from users, and you acknowledge these risks associated with the use of GenAI tools.
• You are solely responsible for the content you provide to the Service, your use of the generated content, and any resulting interactions.
• Copient.ai assumes no responsibility for actions taken based on GenAI outputs and advises users to independently verify critical content.

Introduction of Case Studies or other Content into Service

The Service is designed to allow you to use case studies to inform the GenAI tools and provide you with specific situations in which the use of the Service may benefit you. You represent that you have the right to use the case studies or any other content that you introduce or incorporate into the Service and have permission from any third parties that have provided you with the case studies to use the case studies in our Service. You acknowledge that the Service will also incorporate information from anything you add to the models that support the Service and that you have the requisite consent from any third party that may have an interest for you to use the content within the Service.

Indemnification

You agree to indemnify, defend, and hold harmless Copient.ai, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Service or your violation of these Terms.

This obligation includes indemnification for claims related to intellectual property violations involving content you provide, including, but not limited to, case studies or any other materials incorporated into the Service without proper authorization or legal rights to do so. You specifically agree to indemnify Copient.ai against any claims resulting from the unauthorized use of third-party case studies or proprietary content.

Modifications to Service

Copient.ai reserves the right to modify or discontinue, temporarily or permanently, the Service or any part thereof with or without notice. You agree that Copient.ai shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service. For paid users, Copient.ai will aim to provide at least 30 days' notice via email or a prominent notification on the Service for material changes impacting use.

Governing Law

These Terms and this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Limitation of Liability

THE MAXIMUM AGGREGATE LIABILITY OF COPIENT.AI TO YOU SHALL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY COPIENT.AI FOR YOUR USE OF THE SERVICE DURING THE TWELVE MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM.

This cap on liability includes any claims arising from: (i) your use of or inability to use the Service; (ii) any unauthorized access to or use of our servers and/or any personal information stored therein; or (iii) any content obtained from the Service. Copient.ai's ability to limit its liability for damages may be subject to applicable law.

Limitation on Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, COPIENT AI.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Copyright Policy

We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another's intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
• Description of the copyrighted work that you claim has been infringed;
• Description of the material that you claim is infringing and where it is located on the Services;
• Identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at help@copient.ai.

Entire Agreement

These Terms constitute the entire agreement between you and Copient.ai with respect to the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding the Service. These Terms may not be modified except through an instrument executed by an authorized officer of Copient.ai.

Contact Information

If you have any questions about these Terms, please contact us at help@copient.ai.