Effective date: March 25, 2025. Last updated: March 25, 2025.
These Terms of Service ("Terms") are a binding agreement between you and Kopai ("Kopai," "we," "us," or "our") governing your access to and use of our websites, applications, APIs, and related services (collectively, the "Service"). By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.
Not legal advice. These Terms are a practical framework for using the Service. They are not tailored legal advice. Mandatory laws in your jurisdiction may give you rights that cannot be waived or limited by contract.
You must be able to form a binding contract in your jurisdiction and meet any minimum age we require for the Service (including age thresholds that apply to children's privacy laws). If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes that organization.
Kopai provides a multi-tenant AI chat platform that may include customizable agents, organization workspaces, projects, knowledge bases (including document upload and retrieval), long-term memory features, file attachments, web search or URL extraction tools when enabled, analytics, billing and subscription features, and other functionality we make available. We may modify, suspend, or discontinue features (including free or beta features) with or without notice, subject to applicable law and any commitments we have made to you for paid plans.
Access to much of the Service requires an account. Authentication, sessions, and certain organization or invitation flows may be provided through third parties (such as WorkOS). Those providers process data under their own terms and privacy policies. You must provide accurate information, safeguard your credentials, and notify us promptly of unauthorized use. We may suspend or terminate accounts that violate these Terms or pose a security risk.
You agree not to, and not to assist others to:
We may investigate misuse and cooperate with law enforcement where permitted. We are not obligated to monitor all content but may remove or restrict content or accounts to comply with law or protect the Service.
You retain rights to content you submit ("User Content"). To operate the Service, you grant Kopai a worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, display, and create derivative works (such as embeddings, indexes, or summaries) as reasonably necessary to provide and improve the Service for you and, where applicable, your organization—including features like knowledge bases, memory, search, and collaboration. You represent that you have all rights and consents needed to grant this license.
You are responsible for the legality and accuracy of User Content. We may remove or restrict User Content that violates these Terms or law, or that we reasonably believe could harm users or the Service.
The Service may use automated systems and third-party model providers (including via gateways or APIs). Outputs may be incorrect, incomplete, biased, or outdated. Outputs are not professional advice (legal, medical, financial, or otherwise). You are solely responsible for how you use outputs, including any decisions you make or content you publish based on them.
Third-party providers may process prompts and related data under their terms. Your use of those features is also subject to any usage policies of the underlying providers that apply to you.
The Service integrates with third-party services (such as identity providers, payment processors, hosting, databases, analytics, vector storage, memory services, and search or extraction APIs). Those services are governed by their own terms and privacy policies. Kopai is not responsible for third-party services except as required by applicable law.
Certain features may require payment. Fees, renewal terms, and cancellation rights are presented at purchase and may be processed by a third-party payment processor (such as Stripe). You authorize us and our processors to charge your selected payment method. Taxes may apply based on your location. If payment fails or you breach these Terms, we may suspend paid features or your account.
Unless required by law or expressly stated at purchase, fees are non-refundable. If you believe you are entitled to a refund under law, contact us using the method in Section 20.
Kopai and its licensors own the Service, including software, branding, and documentation, subject to the licenses expressly granted in these Terms. Except as expressly allowed, you may not copy, modify, distribute, sell, or lease any part of the Service or circumvent technical limitations.
If you provide feedback or suggestions, you grant Kopai a perpetual, irrevocable, royalty-free license to use them without restriction or compensation to you, except where prohibited by law.
You may receive non-public information about the Service or Kopai. You must not disclose it except as required by law, and then only after reasonable notice to us unless prohibited.
If you believe material on the Service infringes your copyright, send a notice with the information typically required by applicable law (such as identification of the work, the material at issue, your contact details, and a good-faith statement) to the contact in Section 20. We may remove or disable access to allegedly infringing material and may terminate repeat infringers where appropriate.
These Terms apply from your first use of the Service until terminated. You may stop using the Service at any time. We may suspend or terminate access if you violate these Terms, if we must comply with law, or if we cease offering the Service (with reasonable notice where practicable and required by law).
Upon termination, your right to use the Service ends. Provisions that by their nature should survive (including intellectual property, disclaimers, limitations, indemnity, and governing law) will survive.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN THOSE JURISDICTIONS, DISCLAIMERS ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KOPAI AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO KOPAI FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100), IF YOU HAVE NOT PAID US.
THESE LIMITATIONS DO NOT APPLY WHERE LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHERE APPLICABLE).
You will defend, indemnify, and hold harmless Kopai and its affiliates, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your User Content, your use of the Service, your violation of these Terms, or your violation of third-party rights, except to the extent caused by Kopai's gross negligence or willful misconduct.
Unless mandatory law requires otherwise, these Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. Subject to mandatory rights you may have in your country of residence, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service, and you consent to personal jurisdiction there.
If you are a consumer in the European Union, United Kingdom, or another jurisdiction with mandatory local dispute or jurisdiction rules, those rules may apply to you despite this Section.
We may modify these Terms by posting an updated version on this page and updating the "Last updated" date. If a change is material, we will provide additional notice as required by law. Your continued use after the effective date constitutes acceptance, except where prohibited by law. If you do not agree, you must stop using the Service.
These Terms, together with the Privacy Policy and any order or plan terms presented at purchase, constitute the entire agreement between you and Kopai regarding the Service. If any provision is invalid, the remainder remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for delays or failures due to events beyond our reasonable control.
For questions about these Terms, contact us at the support or legal contact method published on our website or in your account settings.