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# 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.