Coperniq SaaS Services Agreement

Effective: April 23rd 2025

Coperniq Inc., a Delaware corporation ("Coperniq") provides the Coperniq Service, pursuant to this Coperniq SaaS Services Agreement ("Agreement"), to the organization specified on the applicable Order Form ("Customer").

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS THAT GOVERN THE USE OF THE COPERNIQ SERVICE...

1. DEFINITIONS

  • Affiliate: any person or entity that controls, is controlled by, or is under common control with such party.
  • Applicable Laws: collectively, all applicable local, state, federal, national, or international laws, rules, and regulations.
  • Applications: Coperniq’s proprietary iOS and Android software applications.
  • Authorized Devices: the devices owned by Customer on which the Applications are authorized to be installed.
  • Authorized Users: employees, contractors, or agents of Customer authorized to use the Platform.
  • Client Communication Feature: features that enable Customer to send communications to its Clients.
  • Client Portal: the portal through which Clients access the Platform.
  • Clients: Customer's solar customers authorized to access the Platform.
  • Coperniq Materials: any template documents or other materials made available by Coperniq.
  • Coperniq Service: the Platform, Applications, Documentation, Coperniq Materials, Implementation Services, and/or Support.
  • Customer Content: any content uploaded by Customer in connection with the Coperniq Service.
  • Customer Data: data provided or made available by Customer to Coperniq.
  • Subscription: the subscription plan purchased by Customer.
  • Support: assistance provided to Customer as outlined in this Agreement.

2. ACCESS AND USE OF THE COPERNIQ SERVICE

  1. Rights and License: Coperniq grants Customer a non-sublicensable, non-exclusive license to access and use the Platform.
  2. Restrictions and Prohibited Uses: Customer shall not use Coperniq Service in a manner that circumvents restrictions or violates third-party rights.

3. CUSTOMER OBLIGATIONS

  1. Accounts: Customer must register an account to use Coperniq Service.
  2. Administrators: Customer may designate Administrators to manage its Account.
  3. Customer Data & Content Licenses: Customer grants Coperniq a license to use Customer Data as necessary for providing Coperniq Service.

4. SECURITY MEASURES

  • Coperniq implements security measures to protect Customer Data and will inform Customer of any Security Incident.

5. FEES & PAYMENT TERMS

  • Customer shall pay the fees for the Subscription Term as set forth in the applicable Order Form.

6. PROPRIETARY RIGHTS

  • Customer retains all rights to Customer Data, while Coperniq retains all rights to Coperniq Property.

7. TERM; TERMINATION

  1. Term: Agreement commences on Subscription Start Date and continues for the Subscription Term.
  2. Termination: Either party may terminate upon material breach or insolvency.

8. CONFIDENTIALITY

Confidential Information includes proprietary information shared between parties.

9. DISCLAIMERS

The Coperniq Service is provided "AS IS" and without warranties.

10. LIMITATION OF LIABILITY

Neither party will be liable for consequential damages.

11. INDEMNIFICATION

Both parties agree to indemnify each other for breaches of the Agreement.

12. GENERAL

This Agreement constitutes the entire agreement between the parties.

13. QUESTIONS AND ADDITIONAL INFORMATION

Please feel free to contact us at support@coperniq.io with any questions about this Agreement.