CopyLoop Terms of Service

Effective Date: March 28, 2026

These Terms of Service ("Terms of Service"), together with our Acceptable Use Policy ("AUP"), Data Processing Agreement ("DPA"), and any Service Order, collectively constitute a binding agreement (the "Agreement") between Member Loop, LLC d/b/a CopyLoop ("CopyLoop," "we," "us," or "our") and you or the legal entity you represent ("Customer" or "you").

In the event of a conflict between the documents comprising this Agreement, the order of precedence shall be: (a) the applicable Service Order, (b) the DPA, (c) the AUP, and (d) these Terms of Service.

1. Definitions

1.1 "Acceptable Use Policy" or "AUP" means CopyLoop’s acceptable use policy, as updated from time to time and available at https://copyloop.com/legal/acceptable-use.

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.3 "AI Features" means the artificial intelligence and machine learning capabilities made available through the Services, including but not limited to content generation, brand voice learning, content optimization, SEO/AEO analysis, and any other AI-powered functionality. AI Features may utilize third-party AI providers, including Anthropic Claude, as well as CopyLoop’s internal models and algorithms.

1.4 "Authorized User" means any individual who is authorized by Customer to access and use the Services under Customer’s account, including Customer’s employees, contractors, and agents.

1.5 "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, product plans, customer lists, financial information, and trade secrets.

1.6 "Customer Communications" means any emails, messages, or other communications sent by Customer or on Customer’s behalf through the Services to Customer’s contacts or recipients.

1.7 "Customer Data" means all data, content, materials, and information that Customer or its Authorized Users submit, upload, transmit, or otherwise make available to or through the Services, including but not limited to documents, text, images, contact lists, email content, CRM data, brand guidelines, and any other content provided by Customer. Customer Data includes Customer Communications but does not include Aggregated Data or Usage Data.

1.8 "Data Processing Agreement" or "DPA" means CopyLoop’s data processing agreement, as updated from time to time and available at https://copyloop.com/legal/dpa.

1.9 "Documentation" means the user guides, help articles, API documentation, and other technical and operational documentation made available by CopyLoop relating to the Services, as updated from time to time.

1.10 "Feedback" means any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback provided by Customer or any Authorized User relating to the Services.

1.11 "Inputs" means any Customer Data, prompts, instructions, parameters, or other information that Customer or its Authorized Users provide to the AI Features for processing.

1.12 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals, and extensions thereof, under the laws of any jurisdiction.

1.13 "Outputs" means any content, text, recommendations, analysis, scores, or other results generated by the AI Features in response to Inputs.

1.14 "Service Order" means any ordering document, online order page, or subscription confirmation executed or accepted by both parties that references this Agreement and specifies the Services purchased, applicable fees, subscription term, and other commercial terms.

1.15 "Services" means the CopyLoop platform and all related tools, features, and functionality made available by CopyLoop to Customer, including the AI Features, email marketing capabilities, CRM integration features, document processing, brand voice learning, workspace collaboration tools, visual email builder, and any other features or services identified in a Service Order or made available through the platform at https://app.copyloop.com.

1.16 "Subscription Term" means the period during which Customer has the right to access and use the Services, as specified in the applicable Service Order.

1.17 "Usage Data" means data and information relating to Customer’s and its Authorized Users’ use of the Services, including technical logs, feature usage statistics, performance metrics, and error reports. Usage Data does not include Customer Data.

1.18 "Workspace" means a distinct organizational unit within the Services through which Customer and its Authorized Users access and manage Customer Data, content, campaigns, and other features. Each Workspace is logically isolated from other Workspaces.

2. Account and Access

2.1 Registration. To access the Services, Customer must create an account by providing accurate, current, and complete registration information. Customer agrees to update such information as necessary to keep it accurate, current, and complete. CopyLoop reserves the right to suspend or terminate any account where the registration information is inaccurate, incomplete, or fraudulent.

2.2 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials, including usernames and passwords. Customer shall (a) not share account credentials among multiple individuals, (b) promptly notify CopyLoop of any unauthorized access to or use of its account, and (c) ensure that all Authorized Users comply with this Agreement. Customer is responsible for all activities that occur under its account, whether or not authorized by Customer.

2.3 Authorized Users. Customer may invite Authorized Users to access the Services within its Workspace. Customer is responsible for ensuring that all Authorized Users comply with the terms of this Agreement and the AUP. Any act or omission by an Authorized User that would constitute a breach of this Agreement if committed by Customer shall be deemed a breach by Customer. Customer shall promptly remove access for any Authorized User who no longer requires access to the Services or who is no longer authorized by Customer.

2.4 Workspace Management. Customer may create and manage one or more Workspaces as permitted by its subscription plan. Customer is responsible for the administration of its Workspaces, including managing Authorized User access, roles, and permissions. Each Workspace is logically isolated, and Customer acknowledges that data within a Workspace is accessible only to Authorized Users with appropriate permissions for that Workspace.

2.5 Age Requirement. The Services are intended for use by businesses and business professionals. You must be at least eighteen (18) years of age to create an account or use the Services. By creating an account, you represent and warrant that you meet this age requirement.

3. Provision of Services

3.1 License Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, CopyLoop grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation and any applicable Service Order.

3.2 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:

(a) copy, modify, adapt, translate, or create derivative works based on the Services or any component thereof;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services;

(c) sublicense, sell, resell, transfer, assign, distribute, lease, rent, or otherwise make the Services available to any third party, except as expressly permitted under this Agreement;

(d) use the Services to build a competitive product or service, or to benchmark the Services against a competitive product or service;

(e) use the Services in any manner that violates applicable law, regulation, or the AUP;

(f) interfere with or disrupt the integrity, security, or performance of the Services or any third-party data contained therein;

(g) access the Services for the purpose of monitoring the availability, performance, or functionality of the Services for competitive purposes;

(h) remove, alter, or obscure any proprietary notices, labels, or markings on the Services;

(i) use the Services to send unsolicited communications in violation of applicable law or the AUP;

(j) attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services; or

(k) use any automated means, including bots, scrapers, or crawlers, to access or interact with the Services, except through APIs expressly provided by CopyLoop and in accordance with any applicable API terms.

3.3 Service Modifications. CopyLoop reserves the right to modify, update, or discontinue any aspect of the Services at any time. CopyLoop will use commercially reasonable efforts to provide Customer with advance notice of any material changes to the Services that would materially diminish the functionality of the Services. If such a material change adversely affects Customer’s use of the Services, Customer may terminate the affected Service Order within thirty (30) days of receiving notice, and CopyLoop will provide a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Term.

3.4 Service Availability. CopyLoop will use commercially reasonable efforts to make the Services available in accordance with any service level commitments set forth in the applicable Service Order or Documentation. The Services may be temporarily unavailable for scheduled maintenance, and CopyLoop will use commercially reasonable efforts to provide advance notice of such maintenance.

3.5 Support. CopyLoop will provide Customer with support for the Services in accordance with the support terms set forth in the applicable Service Order or Documentation.

4. Customer Data

4.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed to grant CopyLoop any ownership rights in Customer Data.

4.2 License to Customer Data. Customer grants CopyLoop a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, copy, display, and modify Customer Data solely to the extent necessary to (a) provide, maintain, and improve the Services, (b) comply with applicable law or legal process, and (c) enforce this Agreement. This license survives termination of this Agreement solely to the extent necessary for CopyLoop to perform its obligations under Section 15 (Data Retention and Deletion).

4.3 Aggregated Data. CopyLoop may derive and use aggregated, anonymized, or de-identified data from Customer Data and Usage Data ("Aggregated Data") for CopyLoop’s business purposes, including analytics, benchmarking, product improvement, and research. Aggregated Data will not identify Customer or any individual. As between the parties, CopyLoop owns all right, title, and interest in Aggregated Data.

4.4 Customer Responsibilities. Customer is solely responsible for:

(a) the accuracy, quality, legality, and appropriateness of all Customer Data;

(b) obtaining all necessary rights, consents, and permissions to provide Customer Data to CopyLoop and to allow CopyLoop to process Customer Data as contemplated by this Agreement, including compliance with applicable data protection laws;

(c) ensuring that Customer Data does not infringe or misappropriate any third-party Intellectual Property Rights or violate any applicable law;

(d) maintaining appropriate backups of Customer Data independent of the Services; and

(e) configuring privacy settings and access controls within the Services to protect Customer Data.

4.5 Data Processing. To the extent that CopyLoop processes personal data on behalf of Customer in connection with the Services, such processing shall be governed by the DPA.

5. AI Features

5.1 AI Features Description. The Services include AI Features that enable Customer to generate content, analyze existing content, learn brand voice patterns from uploaded documents, optimize content for SEO and AEO, and perform other AI-powered tasks. Customer acknowledges that the AI Features utilize third-party artificial intelligence services, including Anthropic Claude, as well as CopyLoop’s proprietary models and algorithms.

5.2 No Training on Customer Data. CopyLoop does not use Customer Data to train third-party AI foundation models. Customer Data provided as Inputs is processed by third-party AI providers solely to generate Outputs for Customer and is not retained by such providers for model training purposes. CopyLoop may use Customer Data within Customer’s Workspace to train workspace-specific brand voice models that are isolated to and solely benefit that Customer’s Workspace.

5.3 Ownership of Inputs and Outputs. As between the parties, Customer retains all right, title, and interest in Inputs. Subject to the underlying Intellectual Property Rights of CopyLoop and its licensors in the Services and AI Features, Customer owns the Outputs generated from Customer’s Inputs.

5.4 Non-Uniqueness of Outputs. Customer acknowledges and agrees that:

(a) the AI Features are made available to multiple customers, and Outputs generated for Customer may be similar to or the same as Outputs generated for other customers;

(b) AI outputs are probabilistic in nature and may not be unique, accurate, complete, or suitable for Customer’s intended purpose; and

(c) CopyLoop does not guarantee the uniqueness, originality, or non-infringement of any Outputs.

5.5 Customer Review Obligation. Customer is solely responsible for reviewing, evaluating, and validating all Outputs before using or distributing them. Customer shall not rely on Outputs without independent verification. CopyLoop disclaims all liability for any damages, losses, or claims arising from Customer’s use of Outputs without adequate review.

5.6 AI Feature Modifications. CopyLoop may modify, update, or change the AI Features, including the underlying AI models and providers, at any time. CopyLoop will use commercially reasonable efforts to maintain the quality and functionality of the AI Features but does not guarantee that specific AI models or providers will remain available.

5.7 Prohibited AI Uses. In addition to the restrictions set forth in Section 3.2 and the AUP, Customer shall not use the AI Features to:

(a) generate content that is intentionally misleading, deceptive, or fraudulent;

(b) generate content that impersonates a real individual without their consent;

(c) systematically extract or reverse-engineer the underlying AI models or training data; or

(d) generate content in violation of applicable law or the rights of any third party.

6. Email Marketing

6.1 Customer Obligations. Customer acknowledges that the Services include email marketing capabilities that enable Customer to send Customer Communications to Customer’s contacts. Customer is solely responsible for:

(a) compliance with all applicable laws and regulations governing electronic communications, including but not limited to the CAN-SPAM Act (United States), the Canada Anti-Spam Legislation (CASL), the General Data Protection Regulation (GDPR) (European Union), the Privacy and Electronic Communications Regulations (PECR) (United Kingdom), and any other applicable anti-spam, data protection, or electronic communications laws;

(b) obtaining and maintaining all necessary consents, permissions, and opt-ins from recipients of Customer Communications prior to sending such communications;

(c) honoring all opt-out, unsubscribe, and suppression requests in a timely manner and in compliance with applicable law;

(d) the content, accuracy, and legality of all Customer Communications; and

(e) maintaining accurate and up-to-date contact lists, including the proper handling of bounced addresses, complaints, and unsubscribe requests.

6.2 AUP Compliance. Customer’s use of the email marketing features of the Services must comply with the AUP at all times. CopyLoop reserves the right to monitor email sending practices, including delivery rates, bounce rates, complaint rates, and other reputation metrics, to ensure compliance with the AUP and to protect the deliverability and reputation of the platform.

6.3 Suspension of Sending. CopyLoop reserves the right to immediately suspend or limit Customer’s email sending capabilities, without prior notice, if:

(a) Customer’s email sending practices exceed acceptable thresholds for bounce rates, complaint rates, or other deliverability metrics as specified in the AUP or Documentation;

(b) CopyLoop reasonably believes that Customer’s sending practices may harm the deliverability or reputation of the Services for other customers;

(c) CopyLoop receives complaints from recipients, ISPs, or third-party anti-spam organizations regarding Customer Communications;

(d) Customer’s domain or IP reputation falls below acceptable levels; or

(e) continued sending would violate applicable law or the AUP.

CopyLoop will use commercially reasonable efforts to notify Customer promptly following any such suspension and to work with Customer to resolve the underlying issue.

6.4 No Content Monitoring Obligation. While CopyLoop reserves the right to review Customer Communications for AUP compliance, CopyLoop does not have an obligation to monitor or review the content of Customer Communications prior to sending. Customer acknowledges and agrees that CopyLoop is not responsible for the content of Customer Communications.

6.5 Sending Infrastructure. CopyLoop provides email sending infrastructure through third-party services, including Amazon Web Services Simple Email Service (AWS SES). Customer acknowledges that email deliverability is subject to factors beyond CopyLoop’s control, including recipient mail server configurations, ISP policies, and spam filtering systems. CopyLoop does not guarantee specific deliverability rates.

7. CRM Integration

7.1 Third-Party CRM Services. The Services may provide integration capabilities with third-party customer relationship management (CRM) platforms, including Salesforce and HubSpot (each, a "CRM Service"). Customer’s use of any CRM Service is subject to Customer’s separate agreement with the applicable CRM Service provider.

7.2 Customer Authorization. Customer is solely responsible for:

(a) properly authorizing and configuring CRM integrations within the Services;

(b) ensuring that Customer has all necessary rights, permissions, and authorizations to connect its CRM Service accounts to the Services and to share CRM data with CopyLoop;

(c) compliance with the terms of service and data use policies of each CRM Service; and

(d) managing and reviewing data synchronization between the Services and CRM Services.

7.3 Limitation of Liability for CRM Integrations. CopyLoop is not liable for:

(a) any data loss, corruption, or inconsistency arising from CRM data synchronization;

(b) any changes to third-party CRM Service APIs, features, or availability that affect the integration;

(c) any unauthorized access to or use of Customer’s CRM Service accounts; or

(d) any breach of Customer’s agreements with CRM Service providers resulting from Customer’s use of the integration features.

7.4 CRM Data. Any data imported from CRM Services into the Services constitutes Customer Data and is subject to the terms of Section 4 (Customer Data). Customer is responsible for ensuring that the import and processing of CRM data complies with all applicable laws and the terms of Customer’s agreements with the applicable CRM Service providers.

8. Fees and Payment

8.1 Fees. Customer shall pay all fees specified in the applicable Service Order ("Fees"). Fees may include subscription fees, usage-based fees (including fees based on contact volume, email sends, and AI generation credits), and any other charges specified in the Service Order. All Fees are quoted and payable in United States dollars (USD) unless otherwise specified in the Service Order.

8.2 Payment Terms. Unless otherwise specified in the applicable Service Order, Fees are due and payable in advance on an annual basis. Customer shall pay all invoices within thirty (30) days of the invoice date. CopyLoop may invoice Customer for usage-based Fees in arrears on a monthly basis.

8.3 Late Payments. Any Fees not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall reimburse CopyLoop for all reasonable costs of collection, including attorneys’ fees, incurred in connection with the collection of overdue amounts.

8.4 Taxes. All Fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, duties, and similar governmental charges (excluding taxes based solely on CopyLoop’s net income) arising from Customer’s purchase and use of the Services. If CopyLoop is required to collect or remit taxes on Customer’s behalf, such taxes will be invoiced to Customer and paid in accordance with this Section 8.

8.5 Fee Increases. CopyLoop may increase Fees upon renewal of the Subscription Term by providing Customer with at least thirty (30) days’ written notice prior to the commencement of the renewal term. If Customer does not agree to the increased Fees, Customer may elect not to renew by providing written notice to CopyLoop prior to the commencement of the renewal term in accordance with Section 14.2.

8.6 Non-Refundable. Except as expressly set forth in Sections 3.3, 11.3, and 14.4, all Fees are non-refundable. Customer shall not be entitled to any refund or credit for unused Services, early termination, or any other reason, except as expressly provided in this Agreement.

8.7 Suspension for Non-Payment. If Customer fails to pay any undisputed Fees within fifteen (15) days after CopyLoop provides written notice of such non-payment, CopyLoop may suspend Customer’s access to the Services until all outstanding Fees are paid in full. Such suspension shall not relieve Customer of its obligation to pay all outstanding Fees.

9. Intellectual Property

9.1 CopyLoop Intellectual Property. CopyLoop and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, models, user interfaces, designs, documentation, trade secrets, know-how, and all related Intellectual Property Rights. Except for the limited license granted in Section 3.1, no rights or licenses are granted to Customer under this Agreement, whether by implication, estoppel, or otherwise.

9.2 Customer Intellectual Property. Customer and its licensors retain all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Except for the limited license granted in Section 4.2, no rights or licenses are granted to CopyLoop under this Agreement, whether by implication, estoppel, or otherwise.

9.3 Feedback. If Customer or any Authorized User provides Feedback to CopyLoop, Customer hereby assigns to CopyLoop all right, title, and interest in and to such Feedback. CopyLoop is free to use, disclose, reproduce, license, and otherwise exploit Feedback without restriction or obligation to Customer. Customer acknowledges that CopyLoop may develop products, features, or services that are similar to or competitive with ideas contained in Feedback, and nothing in this Agreement limits CopyLoop’s right to independently develop, acquire, or market products or services.

9.4 Reservation of Rights. Each party reserves all rights not expressly granted in this Agreement. No license or right is granted by implication, estoppel, or otherwise except as expressly set forth herein.

10. Confidentiality

10.1 Obligations. The Receiving Party agrees to (a) hold the Disclosing Party’s Confidential Information in confidence using the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Section 10; and (c) use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement.

10.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, agents, Affiliates, and professional advisors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be responsible for any breach of this Section 10 by its employees, contractors, agents, Affiliates, and professional advisors.

10.3 Exclusions. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was rightfully known by the Receiving Party prior to receipt from the Disclosing Party, without any obligation of confidentiality;

(c) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted), (b) cooperates with the Disclosing Party’s efforts to obtain a protective order or other appropriate protection for such information, and (c) discloses only the minimum amount of Confidential Information necessary to comply with such requirement.

10.5 Duration. The obligations of confidentiality set forth in this Section 10 shall survive the termination or expiration of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall continue for so long as such information qualifies as a trade secret under applicable law.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each party represents and warrants that:

(a) it has the legal power and authority to enter into this Agreement;

(b) this Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against such party in accordance with its terms; and

(c) it will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

11.2 CopyLoop Warranty. CopyLoop warrants that during the Subscription Term, the Services will perform substantially in accordance with the Documentation. Customer’s sole and exclusive remedy, and CopyLoop’s sole and exclusive liability, for any breach of the foregoing warranty shall be for CopyLoop to use commercially reasonable efforts to correct the non-conformity. If CopyLoop is unable to correct such non-conformity within thirty (30) days after receiving written notice from Customer describing the non-conformity in reasonable detail, Customer may terminate the affected Service Order and receive a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Term.

11.3 Customer Warranty. Customer represents and warrants that:

(a) Customer has all necessary rights, consents, and permissions to provide Customer Data to CopyLoop and to authorize CopyLoop to process Customer Data as contemplated by this Agreement;

(b) Customer Data and Customer Communications do not and will not infringe or misappropriate any third-party Intellectual Property Rights or violate any applicable law;

(c) Customer’s use of the email marketing features of the Services complies with all applicable laws governing electronic communications; and

(d) Customer’s use of CRM integrations complies with Customer’s agreements with the applicable CRM Service providers.

12. Limitation of Liability

12.3 Exceptions. The limitations set forth in Sections 12.1 and 12.2 shall not apply to:

(a) either party’s indemnification obligations under Section 13;

(b) Customer’s obligation to pay Fees under Section 8; or

(c) either party’s fraud or willful misconduct.

12.4 Basis of the Bargain. Customer acknowledges that the Fees reflect the allocation of risk set forth in this Agreement, including the limitations of liability in this Section 12, and that CopyLoop would not enter into this Agreement without these limitations.

13. Indemnification

13.1 Indemnification by CopyLoop. CopyLoop shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings ("Claims") alleging that Customer’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s Intellectual Property Rights in the United States, Canada, European Union member countries, or the United Kingdom, and shall pay all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer or agreed to in settlement by CopyLoop with respect to such Claims. CopyLoop’s indemnification obligations under this Section 13.1 shall not apply to the extent that a Claim arises from (a) Customer Data or Customer Communications, (b) Customer’s use of the Services in violation of this Agreement, (c) modifications to the Services made by Customer or a third party, (d) Customer’s combination of the Services with products, services, or technologies not provided by CopyLoop, or (e) Outputs generated by the AI Features.

13.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless CopyLoop and its officers, directors, employees, and agents from and against any Claims arising from or related to:

(a) Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable law;

(b) Customer Communications, including any claim arising from the content, sending, or receipt of Customer Communications;

(c) Customer’s violation of the AUP;

(d) Customer’s breach of Section 6 (Email Marketing) or any applicable law governing electronic communications;

(e) Customer’s use of CRM integrations in violation of Customer’s agreements with CRM Service providers; or

(f) Customer’s use of Outputs in violation of applicable law or the rights of any third party.

13.3 Indemnification Procedure. The indemnified party shall (a) promptly notify the indemnifying party in writing of any Claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure), (b) grant the indemnifying party sole control of the defense and settlement of such Claim, and (c) provide reasonable cooperation and assistance to the indemnifying party in the defense and settlement of such Claim, at the indemnifying party’s expense. The indemnifying party shall not settle any Claim in a manner that imposes liability or obligations on the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld.

13.4 Infringement Remedies. If the Services become, or in CopyLoop’s reasonable opinion are likely to become, the subject of an infringement claim, CopyLoop may, at its sole option and expense: (a) procure for Customer the right to continue using the Services, (b) modify the Services to make them non-infringing without materially diminishing functionality, or (c) replace the Services with a functionally equivalent, non-infringing alternative. If CopyLoop determines that none of the foregoing remedies are commercially reasonable, CopyLoop may terminate the affected Service Order upon written notice and provide Customer with a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Term.

14. Term and Termination

14.1 Term. This Agreement commences on the date Customer first accepts this Agreement or accesses the Services (the "Effective Date") and continues until all Service Orders have expired or been terminated. Each Service Order shall have the Subscription Term specified therein.

14.2 Auto-Renewal. Unless otherwise specified in the applicable Service Order, each Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term. Renewal Fees shall be at CopyLoop’s then-current rates, subject to Section 8.5.

14.3 Termination for Cause. Either party may terminate this Agreement or any Service Order by providing written notice to the other party if the other party:

(a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or

(b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

14.4 Termination by CopyLoop. CopyLoop may terminate this Agreement or any Service Order:

(a) immediately upon written notice if Customer violates the AUP and such violation, in CopyLoop’s reasonable determination, poses a risk to the security, integrity, or reputation of the Services or other customers;

(b) immediately upon written notice if Customer fails to pay any undisputed Fees within thirty (30) days after written notice of non-payment; or

(c) without cause upon sixty (60) days’ written notice, in which case CopyLoop will provide Customer with a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Term.

14.5 Effect of Termination. Upon expiration or termination of this Agreement or any Service Order:

(a) Customer’s right to access and use the Services under the terminated Service Order shall immediately cease;

(b) Customer shall pay all Fees owed through the date of termination;

(c) each party shall return or destroy the other party’s Confidential Information in its possession, except as required by law or as necessary for CopyLoop to perform its obligations under Section 15; and

(d) Sections 1, 4.1, 4.3, 5.3, 5.4, 5.5, 8 (with respect to accrued obligations), 9, 10, 11.4, 12, 13, 14.5, 15, and 16 shall survive termination or expiration of this Agreement.

15. Data Retention and Deletion

15.1 Data Export Period. Upon expiration or termination of this Agreement for any reason, CopyLoop will make Customer Data available for export for a period of thirty (30) days following the effective date of termination (the "Export Period"). During the Export Period, Customer may export Customer Data using the export functionality provided by the Services. CopyLoop will provide reasonable assistance upon Customer’s request.

15.2 Deletion. After the expiration of the Export Period, CopyLoop will delete all Customer Data from its systems in accordance with its standard data retention practices and applicable law. CopyLoop may retain copies of Customer Data (a) to the extent required by applicable law or regulation, (b) in routine backup archives for a commercially reasonable period, or (c) in the form of Aggregated Data as permitted under Section 4.3. Any retained copies of Customer Data shall remain subject to the confidentiality obligations of this Agreement.

15.3 No Liability for Deletion. CopyLoop shall have no liability to Customer for the deletion of Customer Data in accordance with this Section 15 following the expiration of the Export Period.

16. Miscellaneous

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, for the resolution of any disputes arising out of or relating to this Agreement.

16.2 Dispute Resolution. Before initiating any legal action, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. If the dispute is not resolved through negotiation within thirty (30) days, either party may pursue resolution through the courts as set forth in Section 16.1.

16.3 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent (a) to an Affiliate, or (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 16.3 shall be void. This Agreement shall bind and inure to the benefit of the parties, their permitted successors, and permitted assigns.

16.4 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, internet or telecommunications failures, cyberattacks, or governmental actions (each, a "Force Majeure Event"). The affected party shall provide prompt notice to the other party and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

16.5 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by email (with confirmation of receipt), or (c) sent by nationally recognized overnight courier, to the addresses specified in the applicable Service Order or, in the case of CopyLoop, to legal@copyloop.com. Either party may update its notice address by providing written notice to the other party.

16.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent.

16.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

16.8 Entire Agreement. This Agreement, including all Service Orders and the documents incorporated by reference herein (the AUP and DPA), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to the subject matter of this Agreement. No terms or conditions set forth in any Customer purchase order, acknowledgment, or other document shall modify or supplement the terms of this Agreement, regardless of any failure by CopyLoop to object to such terms.

16.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

16.10 Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns, except as expressly provided herein.

16.11 Marketing. Customer agrees that CopyLoop may reference Customer by name, logo, and trademark in CopyLoop’s marketing materials and website. Customer may opt out of this use by providing written notice to legal@copyloop.com.

16.12 Export Compliance. Customer shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control. Customer shall not access or use the Services from any country or region subject to comprehensive U.S. sanctions.

16.13 Amendment. CopyLoop may update these Terms of Service from time to time by posting the revised version on its website or providing notice to Customer. Material changes will be effective thirty (30) days after posting or notice. Customer’s continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms of Service. If Customer does not agree to any changes, Customer must cease using the Services and may terminate this Agreement in accordance with Section 14.

16.14 Headings. The section and subsection headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.15 Counterparts. Service Orders may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Member Loop, LLC d/b/a CopyLoop
439 US Route 1, Suite A, York, ME 03909, USA
https://copyloop.com
Contact: legal@copyloop.com