Terms of Service

Welcome to Copia. These Terms of Service ("Terms") form a binding legal agreement between you and Copia Systems, Inc. ("Copia," "we," "us," or "our"), a Delaware corporation with its principal place of business at 310 W 22nd St 1C, New York, NY 10011. These Terms govern your access to and use of our website at copia.co (the "Site"), our software-as-a-service platform, and any related services provided by Copia (collectively, the "Service").

By creating an account, accessing, or using the Service, you (a) acknowledge that you have read and understood these Terms; (b) agree to be bound by these Terms; and (c) represent that you have the legal capacity and authority to enter into this agreement. If you are using the Service on behalf of a company, organization, or other entity (a "Customer Entity"), you represent and warrant that you have the authority to bind such entity to these Terms, and references in these Terms to "you" and "your" shall refer to both you individually and the Customer Entity.

IMPORTANT: These Terms contain provisions that limit our liability, require individual arbitration of disputes, and waive your right to participate in class actions. Please read them carefully. If you do not agree to these Terms, do not use the Service.

1. Eligibility and Account Registration

1.1 Eligibility

You must be at least eighteen (18) years old and capable of forming a binding contract under applicable law to use the Service. The Service is intended for use by businesses and business representatives. By using the Service, you represent and warrant that you satisfy these eligibility requirements.

1.2 Account Registration

To access most features of the Service, you must register for an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) keep your account credentials confidential; and (d) be solely responsible for all activities that occur under your account. You agree to notify Copia immediately of any unauthorized access to or use of your account.

1.3 One Account Per Person or Entity

Unless otherwise agreed in writing, you may not maintain more than one active account. Copia reserves the right to suspend or terminate accounts that we determine, in our sole discretion, to be duplicate, fraudulent, or otherwise in violation of these Terms.

2. Subscription and Payment Terms

2.1 Subscription Plans

The Service is offered on a subscription basis. The features, usage limits, and pricing of each subscription plan are described on the Site or as otherwise communicated to you at the time of purchase. By selecting a subscription plan, you authorize Copia (and our payment processor) to charge the applicable fees to your designated payment method.

2.2 Billing Cycle and Renewal

Subscriptions are billed in advance on a recurring monthly basis (or such other frequency specified at the time of purchase). YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNLESS YOU CANCEL IT BEFORE THE END OF THE THEN-CURRENT BILLING CYCLE. By subscribing, you authorize Copia (and our payment processor) to charge your payment method for each renewal at the then-applicable rate.

2.3 Payment Processor

Payments are processed by our third-party payment processor, Stripe, Inc. ("Stripe"). By providing payment information, you agree to Stripe’s terms of service and privacy policy, available at stripe.com. Copia does not directly collect, store, or process credit card or bank account information; such information is collected and stored by Stripe in accordance with its policies and applicable law (including PCI-DSS).

2.4 Pricing Changes

We may change subscription prices from time to time. Price changes will not affect your current billing cycle but will apply to subsequent renewals. We will provide you with notice of any price increase at least thirty (30) days before it takes effect. Your continued use of the Service after a price change constitutes your acceptance of the new pricing.

2.5 Taxes

Subscription fees are exclusive of all applicable taxes, levies, and duties (including sales, use, value-added, goods and services, and similar taxes), which you are responsible for paying. If Copia is required by law to collect or pay any such taxes, the appropriate amount will be added to your invoice unless you provide a valid tax exemption certificate.

2.6 No Refunds

Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable. If you cancel your subscription, you will continue to have access to the Service through the end of your then-current billing cycle, and you will not receive a refund for any unused portion of that cycle.

2.7 Failed Payments

If a payment fails, we may attempt to charge your payment method again. If payment cannot be processed within a reasonable time, we may suspend or terminate your access to the Service. You agree to update your payment information promptly if any of it changes (e.g., expiration date, billing address).

3. Cancellation and Termination

3.1 Cancellation by You

You may cancel your subscription at any time through your account settings. Upon cancellation, your subscription will remain active until the end of your then-current billing cycle, after which your access to the Service will end. Cancellation does not entitle you to a refund of any fees already paid.

3.2 Termination by Copia

We may suspend or terminate your access to the Service, with or without notice, if (a) you breach these Terms or our Acceptable Use Policy; (b) you fail to pay any fees when due; (c) we are required to do so by law or legal process; (d) we discontinue the Service or any material feature thereof; or (e) we determine, in our sole discretion, that your continued use of the Service poses a risk to Copia or other users.

3.3 Effect of Termination

Upon termination of your account for any reason: (a) your right to access and use the Service will immediately cease; (b) we may delete your account and any associated data after a reasonable period as set forth in our Privacy Policy; and (c) any provisions of these Terms that by their nature should survive termination (including without limitation provisions regarding intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

4. License Grant; Customer Content

4.1 License to Use the Service

Subject to your compliance with these Terms and your payment of all applicable fees, Copia grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

4.2 Customer Content

You may submit, upload, transmit, or otherwise provide content, data, text, files, prompts, queries, or other materials to the Service ("Customer Content"). You retain all right, title, and interest (including all intellectual property rights) in and to your Customer Content. You hereby grant Copia a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, display, modify (solely as necessary to provide the Service), and create derivative works of your Customer Content solely for the purposes of: (a) providing, maintaining, improving, and supporting the Service; (b) complying with applicable law and legal process; and (c) such other purposes as you expressly authorize. This license terminates upon deletion of the Customer Content from the Service, except (i) to the extent necessary for Copia to comply with legal obligations, (ii) for backup and archival purposes consistent with our Privacy Policy, and (iii) for derivative works (including aggregated and anonymized data) that do not identify you or your Customer Content.

4.3 Your Representations Regarding Customer Content

You represent and warrant that: (a) you own or have all necessary rights to your Customer Content; (b) your Customer Content and your use of the Service in connection therewith do not infringe, misappropriate, or violate any third-party rights or any law; (c) your Customer Content is not, to your knowledge, materially inaccurate, misleading, defamatory, or otherwise unlawful; and (d) you have all necessary consents from any individuals whose personal information is included in your Customer Content.

4.4 Use of Customer Content for Service Improvement and Cross-Account Insights

Subject to your right to opt out as described below, you grant Copia the right to use Customer Content for the following purposes:

Internal model improvement: Copia may use Customer Content (including in raw or non-de-identified form) to evaluate, fine-tune, and improve Copia’s prompts, prompt templates, evaluation frameworks, model selection logic, retrieval-augmented-generation pipelines, internal models, and other operational components of the Service. Customer Content used for these purposes is processed by Copia internally and is not exposed in raw form to other customers.

Cross-account learning (patterns and abstracted insights): Copia may derive patterns, learnings, structural insights, and aggregated benchmarks from Customer Content (such as "subject lines under eight words tend to outperform" or "ad creative featuring a customer testimonial as the lead converts at higher rates"), and may use these patterns and insights to inform, train, or improve the Service for any customer.

Cross-account examples (sanitized and abstracted): For Customer Content that consists of, or relates to, marketing or advertising creative that has been or is intended to be made publicly available (such as social media advertisements, public-facing landing pages, public marketing content, and similar materials), Copia may use such Customer Content as illustrative "winning example" content for other customers, provided that Copia first sanitizes and abstracts the content to remove (i) the identifying brand name, logos, and trademarks of the originating customer; (ii) the names, email addresses, and other personal identifiers of any individuals; (iii) proprietary product names, pricing, customer lists, and confidential business specifics; and (iv) any other information you have marked or designated as confidential or "do not share." Copia will not use Customer Content that consists of cold outreach communications, internal sales playbooks, pre-launch creative, customer lists, pricing strategies, or other materials that are not publicly distributed by the originating customer for cross-account examples without express written consent.

Aggregate analytics: Copia may use de-identified, aggregated data derived from Customer Content to operate, secure, benchmark, and improve the Service and to develop new products and features.

Copia does not sell Customer Content. Copia does not share raw, identifiable Customer Content with other customers (other than as expressly described above for sanitized and abstracted creative examples). When Customer Content is processed by third-party AI providers, Copia contractually requires such providers not to train their models on Customer Content unless you have explicitly opted in.

Opt-Out: You may opt out of having your Customer Content used for any of the purposes described in this Section 4.4 (other than aggregate analytics that does not identify you) by emailing privacy@copia.co. Opt-outs apply prospectively; we cannot remove your contributions from any models, patterns, or insights derived from your Customer Content prior to your opt-out, but we will exclude your Customer Content from any future internal training, pattern derivation, or sanitized example use following your opt-out.

Mark as Confidential: You may also designate specific Customer Content as confidential or "do not share" through features made available in the Service, in which case Copia will exclude such Customer Content from cross-account examples and (where technically feasible) from internal training.

4.5 Removal of Customer Content

We reserve the right (but not the obligation) to review, remove, or disable any Customer Content that we believe, in our sole discretion, violates these Terms, our Acceptable Use Policy, or applicable law. We have no liability to you or any third party for any decision to remove or not remove Customer Content.

5. Intellectual Property

5.1 Copia’s Intellectual Property

Copia and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Service, including all software, code, prompts, prompt templates, prompt engineering methodologies, designs, content, trademarks, service marks, logos, and other materials provided by Copia. Except for the limited license expressly granted to you in Section 4.1, these Terms do not grant you any rights in or to the Service or Copia’s intellectual property.

5.2 Restrictions

You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, prompts, or underlying ideas, algorithms, structure, or organization of the Service; (b) modify, adapt, translate, or create derivative works of the Service; (c) copy, frame, or mirror any part of the Service except as expressly permitted by these Terms; (d) access or use the Service in order to build a competitive product or service or to copy any features, functions, or graphics of the Service; (e) remove, alter, or obscure any proprietary notices on the Service; (f) use the Service to develop, train, or improve any artificial intelligence model, system, or service that competes with Copia; or (g) use any robot, scraper, crawler, or other automated means to access the Service, except for legitimate API use as expressly authorized by Copia.

5.3 Feedback

If you provide Copia with any feedback, suggestions, ideas, or other input regarding the Service ("Feedback"), you hereby grant Copia a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation to you.

6. AI-Generated Outputs

6.1 Nature of AI Outputs

The Service uses various third-party artificial intelligence model providers, as well as Copia’s own internal models, prompts, and processing logic, to generate outputs based on Customer Content and prompts you provide. AI-generated outputs ("Outputs") are produced by probabilistic models and may be inaccurate, incomplete, biased, or otherwise unsuitable for your purposes. Outputs are provided "as is" and you are solely responsible for evaluating, verifying, and determining the appropriateness of any Output before relying on it.

6.2 Ownership of Outputs

Subject to your compliance with these Terms, and to the extent permitted by applicable law and the terms of any third-party AI model provider, Copia assigns to you all of Copia’s right, title, and interest in any Outputs generated specifically for you in response to your Customer Content. You acknowledge that: (a) Outputs may be similar or identical to outputs generated for other users; (b) Copia makes no representation that Outputs are unique or original; (c) the legal status of AI-generated content (including copyright eligibility) is unsettled in many jurisdictions; and (d) Copia does not represent or warrant that you will own enforceable intellectual property rights in any Output.

6.3 No Reliance for Critical Decisions

YOU AGREE NOT TO USE OUTPUTS AS THE SOLE OR PRIMARY BASIS FOR DECISIONS WITH SIGNIFICANT LEGAL, FINANCIAL, MEDICAL, SAFETY, OR LIFE-IMPACTING CONSEQUENCES. Outputs are not, and should not be relied upon as, professional advice (including without limitation legal, medical, financial, tax, or accounting advice). Always consult qualified professionals for such matters.

7. Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, available at copia.co/privacy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

8. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, available at copia.co/acceptable-use, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms.

9. Third-Party Services

The Service may integrate with, rely on, or display content from third-party services, including without limitation third-party AI model providers, cloud infrastructure providers, payment processors (such as Stripe), advertising platforms (including Meta/Facebook), image-generation providers, authentication providers, analytics providers, monitoring tools, and other services (collectively, "Third-Party Services"). Your use of Third-Party Services may be subject to separate terms and privacy policies imposed by the providers of such services. Copia is not responsible for, and disclaims all liability arising from, the acts, omissions, or content of any Third-Party Service.

You may connect or disconnect optional advertising integrations through account settings where available.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COPIA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND TITLE. COPIA MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COPIA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND WHETHER OR NOT COPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, COPIA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COPIA FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above limitations may not apply to you. In such cases, our liability shall be limited to the maximum extent permitted by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Copia and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Customer Content; (b) your use of or access to the Service; (c) your breach of these Terms or any policy incorporated herein; (d) your violation of any third-party right, including without limitation any intellectual property, privacy, or publicity right; or (e) your violation of any applicable law.

13. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH COPIA THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

13.1 Informal Dispute Resolution

Before filing any formal dispute, you agree to first contact us at legal@copia.co (or such other email or address as we may designate) and provide a written description of the dispute, your contact information, and the relief you seek. The parties shall attempt in good faith to resolve the dispute informally for at least sixty (60) days before initiating arbitration.

13.2 Binding Arbitration

Except as set forth in Section 13.4, any dispute arising out of or relating to these Terms or the Service that is not resolved informally shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the AAA’s Supplementary Procedures for Consumer-Related Disputes (if applicable). The arbitration shall be conducted in the English language. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The seat of arbitration shall be New York, New York, unless the parties agree otherwise.

13.3 Class Action Waiver

YOU AND COPIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

13.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement, misappropriation, or violation of intellectual property rights or confidential information; or (c) bring an enforcement action with a governmental agency.

13.5 Opt-Out

You may opt out of the arbitration agreement and class action waiver by sending written notice to legal@copia.co within thirty (30) days of first agreeing to these Terms. Your notice must include your full name, mailing address, and a clear statement that you wish to opt out of arbitration.

14. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 13, any action arising out of or relating to these Terms or the Service that is not subject to arbitration shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties consent to the personal jurisdiction of such courts.

15. Modifications to Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email (to the address associated with your account), through the Service, or by other reasonable means at least thirty (30) days before the changes take effect. Non-material changes (such as clarifications, typo corrections, or changes required by law) may take effect immediately. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to cancel your account before the modifications take effect.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, our Acceptable Use Policy, and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and Copia regarding the Service and supersede any prior or contemporaneous agreements, communications, and proposals.

16.2 No Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Copia.

16.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ original intent.

16.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Copia may assign or transfer these Terms without restriction, including without limitation in connection with a merger, acquisition, sale of assets, or financing. Any attempted assignment in violation of this section shall be void.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, labor disputes, internet outages, denial-of-service attacks, third-party service failures, pandemics, or natural disasters.

16.6 Notices

We may provide notices to you via email (to the address associated with your account), through the Service, or by posting on the Site. You may provide notices to us at legal@copia.co or by mail to Copia Systems, Inc., 310 W 22nd St 1C, New York, NY 10011.

16.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

16.8 No Third-Party Beneficiaries

These Terms do not create any rights enforceable by any person not a party to these Terms.

16.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

17. Contact Us

If you have any questions about these Terms, please contact us at:

Copia Systems, Inc.

310 W 22nd St 1C

New York, NY 10011

Email: legal@copia.co