Terms of Service

These Terms of Service (these "Terms") describe the terms and conditions by which you may access and use the Coppice platform, including the website(s) at coppice.ai and its subdomains, and any and all related software, documentation, AI agents, and online, mobile-enabled, or digital services (collectively, the "Service"), provided by Zhan Capital LLC d/b/a Coppice (including its successors and assigns, "Coppice," "we," "our," or "us"). By clicking "Create Account," signing up, or otherwise accessing or using the Service, you are agreeing to these Terms and acknowledging that you have read and understood our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not use the Service. We reserve the right to modify these Terms as described below. These Terms constitute the end-user license agreement (EULA) for the Service.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15.2 AND A CLASS ACTION AND JURY TRIAL WAIVER IN SECTION 15.3 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AND YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Eligibility and Accounts

1.1 Eligibility.

You may use the Service only if you can form a legally binding contract with us and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). You must be at least 18 years old to use the Service. You represent and warrant that you meet this requirement and are competent to agree to these Terms. The Service is not available to any user we have previously removed from the Service.

1.2 Your Account.

Your account on the Service (your "Account") gives you access to features we make available. You may deactivate your Account at any time. We may, with or without prior notice, suspend or terminate your Account or access to the Service, or create usage limits, for any violation of these Terms or as otherwise permitted in Section 9.

1.3 Organizational Accounts.

An individual may access or use the Service on behalf of a company or other entity, such as that individual's employer (an "Organization"). In such cases: (a) these Terms are an agreement between us and both the individual and the Organization; (b) "you" means both the individual and the Organization, on behalf of the Organization and its authorized users (each an "Authorized User"); (c) the individual represents and warrants that they have authority to bind the Organization to these Terms, and, absent such authority, may not use the Service; (d) the Organization will make all Authorized Users aware of and cause them to comply with these Terms; and (e) the Organization is solely responsible and liable for all acts and omissions of its Authorized Users. If an individual opens an Account using an email address associated with an Organization, or the Organization pays the fees for that individual's use, we may deem that individual to be using the Service on behalf of that Organization.

1.4 Account Security.

You may never use another user's Account without permission. You are solely responsible for all activity that occurs under your Account, and you will keep your credentials secure and not share them. Any Authorized User with administrator access can modify Account settings, access, and billing information. You will notify us immediately of any breach of security or unauthorized use of your Account. We are not liable for any loss caused by unauthorized use of your Account.

1.5 Connecting via Third-Party Services.

By connecting to the Service through a third-party service (for example Google, Microsoft, or Intuit QuickBooks) via OAuth or a similar mechanism, you authorize us to access, process, and store data from that service solely as needed to provide the Service, consistent with Section 7 and our Privacy Policy. Your use of a connected third-party service is governed by that provider's own terms; we are not responsible for third-party services.

2. License Grant and Restrictions

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Service (your "Workspace") solely for your internal business purposes, as permitted by the features of the Service and the seat limits of your plan. We reserve all rights not expressly granted. The Service constitutes our valuable trade secrets.

Except to the extent a restriction is prohibited by Applicable Law, you will not, and will not enable any Authorized User or third party to:

• copy, modify, adapt, translate, or create derivative works of the Service;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to discover the source code or underlying structure of the Service;
• sell, resell, license, sublicense, distribute, rent, lease, loan, transfer, or assign any part of the Service or our intellectual property;
• use the Service to provide services to third parties as a service bureau or on a time-sharing basis;
• use any automated or non-automated means to access the Service for scraping, except that public search engines may index public materials as permitted by our robots.txt file;
• use the Service in competition with us, to develop a competing product or service, or for benchmarking or competitive analysis of the Service;
• remove, alter, or obscure any proprietary notices, or bypass measures we use to restrict access to the Service;
• use the Service in any manner that violates Applicable Law or any third-party right, or that is fraudulent, deceptive, or defamatory;
• transmit spam, unsolicited communications, viruses, worms, or other malicious code, or interfere with or compromise the integrity, security, or performance of the Service; or
• collect or harvest personal information from the Service, or attempt to gain unauthorized access to any portion of the Service, other accounts, or connected systems.

3. Customer Data and Your Content

As between you and us, you own and retain all right, title, and interest in all data, documents, files, communications, business records, and other content that you or your Authorized Users input into, upload to, generate within, or transmit through your Workspace ("Customer Data"). Customer Data excludes Usage Data, Aggregated Data, Derived Insights, and any component of the Service. You grant us a limited, non-exclusive, royalty-free license to host, store, process, reproduce, and display Customer Data solely as necessary to provide and maintain the Service for you and as described in our Privacy Policy.

You represent and warrant that: (a) you have obtained all consents required by Applicable Law to provide Customer Data relating to third parties; (b) your Customer Data, and our use of it as contemplated by these Terms, will not violate Applicable Law or infringe any third-party right; and (c) you will not upload personal information of children under 13 or any unlawful, defamatory, or infringing content. You are solely responsible for your Customer Data and the consequences of using it with the Service.

4. Intellectual Property

We (and our licensors, as applicable) own and will continue to own all right, title, and interest, including all intellectual property rights, in and to the Service, and all software, algorithms, code, data models, machine-learning models, agent frameworks, prompt-engineering systems, and technology underlying or included in the Service (collectively, "Platform IP"). The Service is our pre-existing, independently developed, multi-tenant product; your use does not create any ownership, joint ownership, or co-ownership rights.

The Service uses artificial intelligence to generate content from your inputs ("Model Outputs"), including text, analysis, recommendations, reports, and email drafts. Model Outputs derived solely from your Customer Data are Customer Data; Model Outputs derived from our proprietary models, algorithms, or multi-client datasets are Platform IP. Due to the nature of machine learning, the Service may produce inaccurate Model Outputs; you must evaluate the accuracy of any Model Output, including through human review, before relying on it.

No training on Customer Data. We will not use your Customer Data to train, fine-tune, or improve any machine-learning models for use outside of providing the Service to you, without your prior consent. We may collect diagnostic and usage information ("Usage Data") and create irreversibly de-identified and aggregated data ("Aggregated Data") and proprietary benchmarks and analytics ("Derived Insights"), which we own and may use to provide and improve our products and services; we will not disclose Usage Data or Aggregated Data to any third party in a form that identifies you. If you provide us feedback about the Service, you assign to us all rights in that feedback, and we may use it for any purpose without obligation to you.

5. Fees, Plans, and Payment

• The Service is offered under the subscription plan you select at signup, which may include a free trial. Plan features, seat limits, and prices are described at checkout.
• Paid plans are billed in advance on a recurring basis (monthly or annual, as selected) through our third-party payment processor. By providing a payment method, you authorize us to charge the applicable fees.
• Subscriptions renew automatically unless cancelled before the renewal date. You may cancel at any time; cancellation takes effect at the end of the current paid period. Except where required by Applicable Law, fees are non-refundable for partial periods.
• We may change prices or plan features on at least thirty (30) days' notice; changes take effect at your next renewal.
• If a charge fails or an amount is past due, we may suspend access until the balance is resolved. Fees exclude taxes; you are responsible for applicable sales, use, value-added, or similar taxes, excluding taxes on our income.

6. Service Levels and Support

We use commercially reasonable efforts to keep the Service available but do not guarantee any specific uptime for self-serve plans. Features designated "beta" or "preview" are provided as-is with no availability commitment. We provide reasonable support via email during business hours; premium or dedicated support may be available on higher plans or under a separate agreement. We may modify or enhance the Service at our discretion and may perform maintenance, including emergency maintenance, at any time.

7. Data Security and Privacy

• Security Measures. We implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.2 or higher) and at rest, role-based access controls, security monitoring, and secure authentication.
• Data Isolation. Customer Data is logically segregated from other customers' data. No other customer has access to your Customer Data.
• Breach Notification. If we become aware of unauthorized access to or disclosure of your Customer Data, we will notify you without undue delay and take commercially reasonable steps to contain and mitigate it.
• Sub-Processors. We may engage third-party sub-processors, including cloud infrastructure and AI-model providers, to process Customer Data, each bound by data-protection obligations at least as protective as those here. A current list is available on request.
• Privacy. We process Customer Data in accordance with applicable data-protection laws, including the CCPA and, to the extent applicable, the GDPR, and in accordance with our Privacy Policy. We do not sell, rent, or disclose Customer Data except as necessary to provide the Service or as required by law.

8. Confidentiality

The Service may include non-public, proprietary, or confidential information of Coppice or of other users ("Confidential Information"), including our source code, architecture, algorithms, prompts, agent configurations, skill definitions, integration patterns, trade secrets, pricing models, and product roadmap. Each party (as recipient) will protect Confidential Information with at least reasonable care, use it only to exercise rights or perform obligations under these Terms, and not disclose it except to advisors or service providers bound by confidentiality obligations at least as protective as these. Confidential Information excludes information that is public through no fault of the recipient, was already known, is independently developed, or is rightfully received from a third party. A breach of this Section may cause irreparable harm, and the disclosing party may seek injunctive relief without posting a bond. These obligations survive termination for five (5) years, and for trade secrets for as long as they remain trade secrets.

9. Term and Termination

These Terms apply from your first use of the Service until your Account is terminated. You may cancel your subscription and stop using the Service at any time. We may suspend or terminate your access immediately if you materially breach these Terms (including Sections 2, 3, or 8), pose a security risk, use the Service unlawfully, or fail to pay, and we may otherwise terminate on notice. Upon termination: (a) your license ends and you must stop using the Service; (b) upon your request within thirty (30) days, we will export your Customer Data in a standard machine-readable format (CSV, JSON, or equivalent); and (c) we will delete Customer Data from our systems within sixty (60) days, except as required by law. Sections 3, 4, 8, 10, 11, 12, 13, 15, and 16 survive termination.

10. No Professional Advice

THE SERVICE, INCLUDING AI-GENERATED CONTENT RELATING TO ESTIMATING, TAKEOFFS, BIDDING, ACCOUNTING, BOOKKEEPING, TAX, WORKER ONBOARDING, OR SIMILAR SUBJECT MATTER, IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION AND ASSISTANCE. IT IS NOT, AND IS NOT A SUBSTITUTE FOR, PROFESSIONAL ADVICE FROM A LICENSED OR QUALIFIED PROFESSIONAL (INCLUDING A LICENSED CONTRACTOR, ESTIMATOR, ACCOUNTANT, TAX ADVISOR, OR ATTORNEY). YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT OBTAINED THROUGH THE SERVICE WITHOUT SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL MODEL OUTPUTS BEFORE RELYING ON THEM, AND WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ACTIONS TAKEN OR NOT TAKEN BASED ON CONTENT OBTAINED THROUGH THE SERVICE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COPPICE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, USE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE. IN NO EVENT WILL COPPICE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

AI DISCLAIMER. YOU ACKNOWLEDGE THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND MACHINE-LEARNING TECHNOLOGIES THAT MAY PRODUCE INACCURATE, INCOMPLETE, OR INAPPROPRIATE OUTPUTS. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI-GENERATED CONTENT, INCLUDING EMAIL DRAFTS, REPORTS, ANALYSIS, RECOMMENDATIONS, AND DATA EXTRACTIONS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING ALL AI-GENERATED OUTPUTS BEFORE RELYING ON THEM, AND WE ARE NOT LIABLE FOR LOSSES ARISING FROM RELIANCE ON AI-GENERATED OUTPUTS WITHOUT INDEPENDENT VERIFICATION.

The limitations in this Section do not apply to: (i) your breach of Section 2 or Section 8; (ii) either party's gross negligence, willful misconduct, or fraud; or (iii) your payment obligations. No action arising out of these Terms may be brought by either party more than two (2) years after the cause of action accrues. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by Applicable Law.

12. Warranties; Disclaimer

Each party represents that it has the legal authority to enter into these Terms. You represent that your use of the Service will comply with these Terms and that your Customer Data does not infringe third-party rights or violate Applicable Law.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY CONTENT OBTAINED THROUGH THE SERVICE IS OBTAINED AT YOUR OWN RISK.

13. Indemnification

We will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights; our sole remedies for such a claim are, at our option, to procure for you the right to continue using the Service, modify the Service to be non-infringing, or terminate these Terms and refund any prepaid, unused fees. You will defend, indemnify, and hold harmless Coppice and its affiliates and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service, including your use of Model Outputs; (b) your violation of these Terms; (c) your violation of any third-party right or Applicable Law; (d) your Customer Data; or (e) any third party's use of the Service with your credentials. The indemnified party will provide prompt notice, grant control of the defense, and reasonably cooperate.

14. Third-Party Services and Release

THE SERVICE MAY CONTAIN LINKS TO, OR REQUIRE YOUR USE OF, THIRD-PARTY SITES, MATERIALS, OR SERVICES NOT OWNED OR CONTROLLED BY US ("THIRD-PARTY SERVICES"). WE DO NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK AND ARE SUBJECT TO THAT THIRD PARTY'S TERMS, AND YOU RELEASE US FROM ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

You release us from all claims, damages, obligations, losses, liabilities, costs, and expenses of every kind, known and unknown, arising out of a dispute between you and a third party (including another user) in connection with the Service. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

15. Governing Law, Arbitration, and Class Action / Jury Trial Waiver

15.1 Governing Law.

These Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles. Subject to the Arbitration Agreement below, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in New Castle County, Delaware, for any action in which we may seek injunctive or other equitable relief. The Federal Arbitration Act (9 U.S.C. Sections 1-16) governs the interpretation and enforcement of the Arbitration Agreement below. These Terms were drafted in English, and the English version controls over any translation.

15.2 Arbitration Agreement.

(a) General. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement governs any dispute, controversy, or claim between you and us arising out of or relating to these Terms, the Service, any transactions through the Service, or your relationship with us (each a "Claim"), including Claims that arose before your acceptance of these Terms.

(b) Opt-Out. If you are a new user, you may reject and opt out of this Arbitration Agreement within thirty (30) days of first accepting these Terms by emailing [email protected] with your full legal name and a statement of your intent to opt out. Opting out does not affect any other part of these Terms.

(c) Process. For any Claim, you will first contact us at [email protected] and attempt to resolve it informally. If not resolved within sixty (60) days, the Claim will be resolved exclusively through final and binding arbitration before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as provided herein. The arbitration will be conducted in New Castle County, Delaware, or, at your election, the U.S. county where you reside, unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

(d) Equitable Relief; Severability. Nothing in this Arbitration Agreement prevents either party from seeking injunctive or other equitable relief from a court to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Confidential Information, or intellectual property rights, or prevents you from asserting a qualifying individual claim in small claims court. If any part of this Arbitration Agreement is found unenforceable, that part will be severed and the remainder will remain in force, except that if the Class Action / Jury Trial Waiver is found unenforceable as to a claim for public injunctive relief, that claim will be severed and may be litigated in court.

15.3 Class Action / Jury Trial Waiver.

BY ENTERING INTO THESE TERMS, YOU AND COPPICE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AS A PLAINTIFF OR CLASS MEMBER. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS AND MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT CLAIMANT'S INDIVIDUAL CLAIMS. THIS APPLIES TO ALL USERS, WHETHER YOU USE THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES.

16. General Provisions

U.S. Government Rights. The Service is a commercial item consisting of commercial computer software and documentation. A U.S. Government agency or contractor receives only the rights granted to all other users, in accordance with 48 C.F.R. Section 12.212 and 48 C.F.R. Section 227.7202, as applicable.

Export Controls. You will comply with all applicable import, export, re-export, and trade and economic sanctions laws, including the Export Administration Regulations, sanctions administered by the Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations. You represent that you are not, and no person or entity for whom you act or that owns 50% or more of you is, listed on any U.S. Government list of restricted parties or located in a sanctioned country or territory.

Assignment; Changes; Entire Agreement. You may not transfer or assign these Terms without our prior written consent; we may assign them without restriction. We may modify these Terms from time to time and will provide notice by email or by posting on the Service; your continued use after the effective date constitutes acceptance. These Terms, together with our Privacy Policy and the plan you select at checkout, constitute the entire agreement between you and us concerning the Service. If any provision is found invalid, the remaining provisions remain in full force and effect. No waiver of any term is a further or continuing waiver.

Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control.

California Residents. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Contact. If you have questions about these Terms or the Service, contact us at [email protected].