Copilot.cx Partners Program

Terms and Conditions

This Partner Program Terms and Conditions (collectively with any documents referred to in these terms, the “Agreement”) constitute a legally binding agreement made between you, (“Partner” or “you”) registering to join Copilot.cx’s partner program (the “Program”) and Co-pilot CX Ltd., (“Copilot.cx”). This Agreement consists of the terms and conditions set forth below, the Program Policies (defined below) entered between the parties, the Referral Agreement (as defined below) and any other schedules and exhibits as may be attached to this Agreement. Please read this Agreement carefully before you start to participate in the Program. By executing this Agreement, you acknowledge that you have read and that you agree to be bound by this Agreement, and you represent that you have the right to bind your organization to this Agreement. Definitions of capitalized terms are found in Section 14 (Definitions) or contextually below. 

If you have any comments or questions regarding this Agreement, you may contact us at hello@copilot.cx. 

The effective date of this Agreement (“Effective Date”) is the date on which you click, e-sign or otherwise indicate your acceptance of this Agreement. Copilot.cx may modify this Agreement from time to time as permitted in Section 12 (Modifications). 

1. Program. Welcome to the Program! Under the Program, Partner has the rights and responsibilities described in this Agreement. Copilot.cx will provide Partner with email notice of its Program Tier and any subsequent changes thereto in accordance with its standard Program practices. Subject to Partner’s compliance with this Agreement and the Program Policies, Partner will enjoy the benefits for its applicable Program Tier.

2. Partner Use of the Copilot.cx Platform. Copilot.cx will provide Partner a limited free account for the Platform for use under this Section 2.

2.1 Partner Rights. Subject to this Agreement, during the Term, Partner may use the Platform solely for internal training and testing and for demonstrations to prospective Customers. Use is subject to any other limits in the Program Policies and any documentation provided by Copilot.cx. Partner will keep its login credentials to the Platform confidential and will not share them with anyone else.

2.2 No Production Use or Real Data. Partner may not use the Platform for production purposes or for any purpose other than as permitted in Section 2.1 (Partner Rights). Partner agrees to use only non-production test data (“dummy data”) with the Platform, not any production data, personal information or Customer data.

2.3 Restrictions. Partner will not (and will not permit anyone else to) do any of the following: (a) resell, provide access to, distribute or sublicense the Platform to a third party (including Customers), (b) use the Platform on behalf of, or to provide any product or Platform to, third parties, (c) use the Platform to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Platform, except to the extent expressly permitted by law (and then only with prior notice to Copilot.cx), (e) modify or create derivative works of the Platform or copy any element of the Platform, (f) remove or obscure any proprietary notices in the Platform, (g) publish benchmarks or performance information about the Platform, (h) interfere with the Platform’ operation, circumvent their access restrictions or conduct any security or vulnerability test of the Platform or (i) transmit any viruses, illegal content or other harmful materials to the Platform.

2.4 Termination and Disclaimers. At any time and for any reason, either party may terminate Partner’s access to the Platform and Copilot.cx may access, modify or delete any Partner data in the Platform. Copilot.cx has no support, warranty, service level or other obligations for the Platform and no storage, security, confidentiality or privacy obligations for any Partner data in the Platform.

3. Use of the Platform by Customers. To use the Platform, Customers must accept the Customer Agreement directly with Copilot.cx. Partner may not do so on a Customer’s behalf.

4. Marketing. 

4.1 Marketing Efforts. During the Term, subject to this Agreement Copilot.cx authorizes Partner to promote and market the Platform, conduct joint pre-sales efforts, and refer business to, on a non-exclusive basis. Partner shall actively market and promote the Platform. Copilot.cx may actively market, sell and/or license, at its sole discretion, the Platform and any its services and products to each Customer. 

4.2 Use of Brand Marks. During the Term, subject to this Agreement, each party grants the other party the right to use and display its Brand Marks solely to identify the parties’ relationship under this Agreement and for mutually agreed marketing activities. Rights granted in this Agreement are non-exclusive and (except as set out in this Agreement) non- sublicensable and non-transferable. Any press release or other public announcement relating to this Agreement must be approved by Copilot.cx in advance. Partner hereby approves Copilot.cx’s use of Partner’s Brand Marks to promote Partner’s participation in the Program. Each party will promptly cease any problematic use of the other party’s Brand Marks upon request. 

4.3 No Disparagement. Partner will not disparage Copilot.cx or the Platform and will promote the Platform in a balanced and equitable manner compared to any Competing Services. 

5. Intellectual Property Rights.

5.1 Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Copilot.cx’s use rights in this Agreement, Partner retains all intellectual property and other rights in its Brand Marks (including all goodwill arising from their use). Except for Partner’s use rights in this Agreement, Copilot.cx and its licensors retain all intellectual property and other rights in its Brand Marks (including all goodwill arising from their use), the Platform and any related Copilot.cx technology, templates, formats and dashboards, including any modifications, improvements, changes, upgrades, updates, discoveries, innovations, ideas, processes, formulations, products, computer programs, works of authorship, databases, trade secrets, know-how, information, data, documentation, reports, results, research, creations and all other products and/or materials, whether patentable or not, arising from or made in connection with the Platform. It is agreed and acknowledged that neither party is developing intellectual property under this Agreement with, on behalf of or to be provided to the other party.

5.2 Feedback. If Partner provides Copilot.cx with feedback about the Platform or any other Copilot.cx offerings, Copilot.cx may use the feedback without restriction and it shall be deemed as Copilot.cx intellectual property.

6. No Fees or Expenses. Except as expressly set out in a Referral Agreement, there are no fees, revenue share or other amounts due from either party to the other under this Agreement. Each party is solely responsible for its expenses and costs of performing under this Agreement.

7. Term of Agreement.

7.1 Term. This Agreement will have an initial term of 12 months and will renew for successive 12-month periods if either party gives the other party notice of -renewal at least 30 days before the current term ends and the other party shall accept such renewal in writing (the “Term”).

7.2 Termination. Either party may terminate this Agreement for no reason or any reason upon 30 days’ notice to the other party. Either party may also terminate this Agreement if the other party fails to cure a material breach of this Agreement within 14 days after notice of such breach. Copilot.cx may terminate this Agreement effective immediately upon notice if it ceases to offer the Program or if it determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation or users.

7.3 Effect of Termination. Upon any expiration or termination of this Agreement, (a) all licenses granted under this Agreement will terminate, (b) each party will cease using the other party’s Brand Marks under Section 4 (Marketing) (subject to a reasonable take-down period) and Partner will cease using the Platform under Section 2 (Partner Use of Platform) and (c) the receiving party will delete the disclosing party’s Confidential Information and if requested certify deletion. Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions. Neither party will have any liability arising solely from a permitted termination of this Agreement.

7.4 Survival. These Sections survive termination or expiration of this Agreement: Sections 2.3 (Restrictions), 4.1 (Use of Brand Marks), 4.3 (No Disparagement), 5 (Intellectual Property Rights), 7.3 (Effect of Termination), 7.4 (Survival), 8.3 (Disclaimer of Warranties), , 9 (Confidential Information), 11 (General), 12 (Definitions) . Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

8. Conduct, Warranties and Liability Limitation.

8.1 Conduct. Partner agrees (a) to conduct Partner’s business in a manner that reflects favorably at all times on Copilot.cx and its good name, goodwill and reputation; (b) not to engage in any deceptive, misleading or unethical practice; (c) not to publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material (although Partner is not responsible for any misleading or deceptive material within the marketing literature or other materials provided to Partner by Copilot.cx); (e) not hold itself out as a reseller or distributor of Copilot.cx and/or the Platform; and (f) not to make any representations, warranties or guarantees to Customers, potential customers or the trade generally with respect to Copilot.cx which are inconsistent with those contained in the marketing literature provided by Copilot.cx.

8.2 Warranties. Partner represents and warrants that (a) it has the required power and authority to enter into and perform its obligations in this Agreement, (b) its acceptance and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all applicable laws in its performance of this Agreement, including Anti- Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.

8.3 DISCLAIMER OF WARRANTIES. COPILOT.CX PROVIDES THE PLATFORM, ITS BRAND MARKS AND ALL OTHER MATERIALS “AS IS” AND “AS AVAILABLE.” COPILOT.CX MAKES NO WARRANTIES TO PARTNER WITH RESPECT TO THE PLATFORM OR ANY COPILOT.CX PRODUCTS AND SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 

8.4 LIABILITY LIMITATION. COPILOT.CX WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSSES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. 

9. Confidential Information.

9.1 Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Copilot.cx’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Platform.

9.2 Obligations. As receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

9.3 Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.

9.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

10. Modifications. Copilot.cx may modify this Agreement (including any Program Policies) from time to time with notice to Partner, and such modifications will take effect on the effective date indicated by Copilot.cx. If Partner objects to the proposed modifications, Partner’s exclusive remedy is to terminate this Agreement for convenience in accordance with Section 7.2 (Termination). Once the modified Agreement takes effect Partner’s continued participation the Program constitutes its acceptance of the modifications. Copilot.cx may require Partner to click to accept the modified Agreement.

11. General.

11.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets related to this Agreement or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

11.2 Affiliates and Contractors. Each party may use its affiliates and contractors to exercise its rights and fulfill its obligations, but remains responsible for their compliance with this Agreement.

11.3 Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Israel without regard to conflicts of laws provisions. The jurisdiction and venue for actions related to this Agreement will be the courts located in Tel Aviv, Israel, and both parties submit to the personal jurisdiction of those courts.

11.4 Notices. Notices, approvals and consents under this Agreement must be in writing. If to Copilot.cx, notices must be provided to: Copilot.cx Ltd. 1 Rothschild st. Tel Aviv Israel, Attn: Copilot.cx Chief Financial Officer. If to Partner, Copilot.cx may provide notice to Partner’s email address on file. Either party may update its address with notice to the other party.

11.5 Entire Agreement. This Agreement (which includes Program Policies and any Partner Plans) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

11.6 Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Copilot.cx.

11.7 Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

11.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

11.9 Relationship of the Parties. The parties are independent contractors, not agents, joint venturers or partners, despite use of the term “Partner”. Except as set out in Section 4.3 (No Disparagement), this Agreement does not limit either party from entering into any partner, customer, referral, resale or other agreement with any party during or after the Term. Nothing limits Copilot.cx in managing its relationships with Customers.

11.10 Export. Partner agrees to comply with all relevant U.S. and foreign export and import laws in using the Platform. Partner (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Platform in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Platform any information controlled under the U.S. International Traffic in Arms Regulations.

12. Definitions.

“Anti-Corruption Laws” means all applicable anti-bribery and anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

“Brand Marks” means the trademarks, service marks, names, logos, images, collateral or similar materials provided by a party for use under this Agreement.

“Competing Service” means any service offering similar functionality to the Platform, including any service offering customer data infrastructure, data integration or data governance services.

“Customer” means a prospective or actual customer of the Platform.

“Customer Agreement” means the then-current version of Copilot.cx’s Terms of Platform found at https://www.copilot.cx/terms-c... or other applicable customer agreement with Copilot.cx.

“Program Policies” means then-current version of Copilot.cx’s Program policies as may be provided by Copilot.cx from time to time.

“Platform” means Copilot.cx’s B2B Software as a Service ("SaaS") platform, including any online products and Platform and any related documentation provided by Copilot.cx.

“Referral Agreement” means Referral Program Agreement entered into between Co-Pilot CX Ltd. (“Copilot.cx”) and the Partner.