KOPPERFIELD SUBSCRIPTION TERMS AND CONDITIONS

By accessing or using the Kopperfield website, the individual or entity listed on the Subscription Form when subscribing to the service (“Subscriber”) acknowledges and confirms that they have reviewed, understood, and agreed to be bound by the terms and conditions outlined herein, effective from the date of such access or use. This subscription services agreement (“Agreement”) is between Kopperfield, Inc., with a mailing address of 113 Cherry St PMB 81487, Seattle, Washington 98104-2205, US (“Kopperfield”), and the Subscriber. The “Subscription Form” refers to the form completed by the Subscriber at the time of subscription, and the “Service(s)” and “Service Capacity” refer to the services and service capacity respectively, as listed on that Subscription Form. Agreement to these terms is signified through the use of the Kopperfield website and its subscription services, as further detailed in this Agreement.

1. SAAS SERVICES AND SUPPORT

   1.1 Subject to the terms of this Agreement, Kopperfield will use commercially reasonable efforts to provide Subscriber the Services, as defined in the Kopperfield Subscription Form. As part of the registration process, Subscriber will identify one or more administrative users and provide their name(s), email(s), and phone number(s) for Subscriber’s Kopperfield account. Kopperfield reserves the right to refuse registration of accounts, or cancel passwords it deems inappropriate.

   1.2 Subject to the terms hereof, Kopperfield will provide Subscriber with reasonable technical support services in accordance with Kopperfield’s standard practice.

2. RESTRICTIONS AND RESPONSIBILITIES

   2.1 Subscriber will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Kopperfield or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

   2.2 Further, Subscriber may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

   2.3 Subscriber represents, covenants, and warrants that Subscriber will use the Services only in compliance with Kopperfield’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Subscriber hereby agrees to indemnify and hold harmless Kopperfield against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Subscriber’s use of Services. Although Kopperfield has no obligation to monitor Subscriber’s use of the Services, Kopperfield may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

   2.4 Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account(s), passwords (including but not limited to administrative and user passwords) and files, and for all uses of Subscriber account or the Equipment with or without Subscriber’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

   3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Kopperfield includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Subscriber includes non-public data provided by Subscriber to Kopperfield to enable the provision of the Services (“Subscriber Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

   3.2 Subscriber shall own all right, title and interest in and to the Subscriber Data. Kopperfield shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

   3.3 Notwithstanding anything to the contrary, Kopperfield shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Subscriber Data and data derived therefrom), and Kopperfield will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Kopperfield offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

   4.1 Subscriber will pay Kopperfield the then applicable fees described in the Kopperfield Subscription Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Subscriber’s use of the Services exceeds the Service Capacity set forth on the Kopperfield Subscription Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Subscriber shall be billed for such usage and Subscriber agrees to pay the additional fees in the manner provided herein. Kopperfield reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Subscriber (which may be sent by email). If Subscriber believes that Kopperfield has billed Subscriber incorrectly, Subscriber must contact Kopperfield no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Kopperfield’s subscriber support department.

   4.2 Kopperfield may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Kopperfield thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Subscriber shall be responsible for all taxes associated with Services other than U.S. taxes based on Kopperfield’s net income.

   4.3 Kopperfield may choose to bill through an automated credit card processing system (e.g., Stripe). Subscriber authorizes Kopperfield to save Subscriber's credit card information and to automatically bill such credit card for all Fees due under this Agreement without further authorization from Subscriber. This authorization will remain in effect during the Term of this Agreement. Subscriber agrees to notify Kopperfield of any changes to their credit card information and to update their information accordingly.

5. TERM AND TERMINATION

   5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Kopperfield Subscription Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

   5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Subscriber will pay in full for the Services up to and including the last day on which the Services are provided. Kopperfield will not be responsible for any costs associated with Subscriber’s termination or reversal of Implementation Services. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

   6.1 Each party represents and warrants to the other that: (a) this Agreement has been duly executed, electronically accepted and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

   6.2 Kopperfield shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Kopperfield or by third-party providers, or because of other causes beyond Kopperfield’s reasonable control.

   6.3 Kopperfield is not a general contractor or licensed contractor of any type. Kopperfield will not perform any work or take any action that requires a general contractor’s license and will not manage, oversee, or be responsible for any licensed activity. To the fullest extent permitted by law, Subscriber shall indemnify and protect Kopperfield, its agents, and employees from any claims, damages, losses, and costs, including attorneys' fees, stemming from the Subscriber's licensed activities, such as those of a general contractor, solar contractor, or electrical contractor.

   6.4 Any forms or templates offered by Kopperfield are provided for the convenience of Subscriber. Kopperfield does not provide legal services and specifically disclaims any and all liability with respect to templates or forms offered or used on the platform. Subscriber is encouraged to seek independent legal advice to ensure compliance with applicable laws and regulations.

   6.5 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, KOPPERFIELD MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. KOPPERFIELD EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. KOPPERFIELD DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF ANY DELIVERABLES, OR AGAINST INFRINGEMENT. KOPPERFIELD DOES NOT WARRANT THAT ANY DELIVERABLES ARE ERROR-FREE OR THAT OPERATION OF THE DELIVERABLES WILL BE SECURE OR UNINTERRUPTED. KOPPERFIELD EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE SUBSCRIBER’S USE OF THE DELIVERABLES.

7. LIMITATION OF LIABILITY

   7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, KOPPERFIELD WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF KOPPERFIELD IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

   7.2 UNDER NO CIRCUMSTANCES WILL KOPPERFIELD’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO KOPPERFIELD.

   7.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY KOPPERFIELD TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

8. MISCELLANEOUS

   8.1 It is the express intention of the parties that Kopperfield perform the Services as an independent contractor. Without limiting the generality of the foregoing, Kopperfield is not authorized to bind Subscriber to any liability or obligation or to represent that Kopperfield has any authority.

   8.2 This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, U.S., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 8.3, the parties agree that any action arising out of or in connection with this Agreement will be heard in the federal, state, or local courts in King County, Washington, U.S., and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

   8.3 Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration in King County, Washington, U.S. under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules. All other disputes (excluding the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in Section 8.2. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement.

   8.4 Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

   8.5 Each party must mitigate the impact of any damage arising out of or related to this Agreement.

   8.6 Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person, (b) sent by overnight air courier with some sort of tracking mechanism, in each case properly posted and fully prepaid to the address provided by the other party, or (c) sent by electronic mail to the email address provided by the other party. Either party may change its address for notices by notice to the other party given in accordance with this Section 8.6. Notices will be deemed given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, one day after delivery to an overnight air courier service, or at the time of successful transmission if sent by electronic mail during the recipient's normal business hours and if not sent during normal business hours, then on the recipient's next business day. Notices sent via email to Kopperfield under this Agreement should be sent to notices@kopperfield.com.

   8.7 Subscriber grants Kopperfield a non-exclusive, royalty-free, worldwide license to use Subscriber’s name and logo in Kopperfield’s promotional materials, with the understanding that this permission can be revoked by Subscriber upon providing notice in writing.

   8.8 Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

   8.9 If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.

   8.10 This Agreement may be executed in counterparts by way of a Subscription Form or otherwise, each of which will be deemed to be an original, and together will constitute one and the same agreement. This Agreement may also be accepted digitally, including execution and delivery via electronic means, which will have the same force and effect as an original document with original signatures. Additionally, the use of the Services by any representative of the Subscriber constitutes acceptance of this Agreement by the Subscriber.

   8.11 Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

   8.12 This Agreement and all related agreements, exhibits, and addenda contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both parties.

Other links

Kopperfield Subscription Terms and Conditions: https://www.kopperfield.com/saasterms

Kopperfield Platform Terms and Conditions: https://www.kopperfield.com/terms

Kopperfield Privacy Policy: https://www.kopperfield.com/privacy

Kopperfield Cookies Policy: https://www.kopperfield.com/cookies