Kopperfield Terms of Service

ACCESS TO OR USE OF THE KOPPERFIELD WEBSITE, ANY FREE TOOL, OR ANY OTHER PART OF THE PLATFORM CONSTITUTES ACCEPTANCE OF THESE TERMS. PLEASE READ THEM CAREFULLY.

Last updated: July 1, 2025

These Terms of Service (the "Agreement") govern access to and use of the Kopperfield cloud-based software-as-a-service applications, the website located at https://www.kopperfield.com/ (including all sub-domains), and any related mobile or desktop applications, along with any free or paid features, tools, or content Kopperfield makes available (collectively, the "Platform").

Kopperfield, Inc. ("Kopperfield," "we," "us," or "our") provides the Platform solely for business or professional use. By (a) clicking an "I agree" or similar button, (b) executing an order, subscription form, or other document that references this Agreement, or (c) accessing or using any part of the Platform, including free features, the individual or entity on whose behalf access is obtained ("Customer," "you," or "your") acknowledges that you have read, understand, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity, and all references to "you" or "your" refer to that entity.

The accompanying Privacy Policy and Cookies Policy describe how we handle personal data and cookies and are incorporated by reference. If you do not agree to all the terms of this Agreement, do not access or use the Platform.

1. Definitions

• Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Authorized User – a single, named individual who uses the Platform on Customer's behalf. If that individual is given a unique login credential under Customer's account, the credential is personal to that Authorized User and may not be shared, transferred, or used by any other person.
• Order – a subscription form, proposal, Stripe checkout page, or other ordering document (including online checkout) that sets out the specific services, capacity limits, subscription term, and fees.
• Services – Kopperfield's website, free and paid software features, APIs, mobile or web apps, AI and chatbot tools, updates, support, documentation, and any templates, diagrams, calculations, or other outputs they generate, that Kopperfield makes available to any user under this Agreement.
• Subscription Term – the initial and any renewal period during which Customer is authorized to use the Services.

2. Services and Support

Subject to this Agreement and, if applicable, an Order, Kopperfield will provide Customer and its Authorized Users with access to the Services (a) for any paid plan, during the Subscription Term stated in the Order, and (b) for free access, for so long as Kopperfield chooses to make the Services available without charge.

Kopperfield may make commercially reasonable updates to the Services from time to time.

Kopperfield will provide standard technical support by email during normal business hours, and will use commercially reasonable efforts to resolve reported issues.

Kopperfield will use commercially reasonable efforts to make the Services available and to address unplanned outages promptly.

3. Customer Responsibilities and Data

Customer is responsible for (a) all activity under its accounts, (b) maintaining the confidentiality of passwords, and (c) promptly notifying Kopperfield of any unauthorized use.

Customer will not (and will not permit any third party to):

a. copy, modify, or create derivative works of the Services; b. reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying ideas; c. use the Services for time-sharing or service-bureau purposes; d. interfere with or disrupt the integrity or performance of any systems; e. share, disclose, or allow reuse of any login credentials by anyone other than the individual Authorized User to whom the credentials were issued; f. create multiple accounts, aliases, or identities, or otherwise attempt to circumvent seat, usage, or feature limits (including free-tier limits) imposed by Kopperfield; g. use the Services to transmit spam or unlawful content; or h. access the Services for competitive benchmarking or the development of a competing product.

Customer retains all right, title, and interest in and to all data, designs, unique work products created while using the Services, and material uploaded to the Platform ("Customer Data").

To enable the provision and improvement of the Services, Customer grants Kopperfield and its Affiliates a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, and sublicensable license to access, use, host, transfer, display, reproduce, process, and create derivative works of, Customer Data solely to (a) provide, maintain, and support the Services directly for the Customer, and (b) maintain, develop, and improve our Services and as otherwise described hereunder.

As a condition of using the Platform, you represent and warrant that for any Customer Data you submit to the Platform: (a) you have all necessary rights, licenses, and consents to provide such Customer Data to Kopperfield; (b) you have the full right and authority to grant the licenses required under this Agreement; and (c) the Customer Data itself, and its use by Kopperfield as permitted by this Agreement, does not and will not infringe, misappropriate, or violate the intellectual property rights or any other rights of any third party. You agree to indemnify, defend, and hold harmless Kopperfield and its Affiliates from any and all claims, damages, and costs (including reasonable attorneys' fees) arising from a breach of this warranty.

Any forms, reports, single-line diagrams, calculations, chatbot responses (including National Electrical Code ("NEC") interpretations), or similar templates or outputs generated by the Services are provided solely for convenience and general information. Kopperfield does not offer legal, engineering, or other professional advice and makes no warranty that any output is complete, current, or accurate. Customer is exclusively responsible for reviewing all outputs, confirming compliance with the NEC, local amendments, and any other applicable laws, regulations, or industry standards, and obtaining approval from qualified professionals or any authority having jurisdiction. Kopperfield will have no liability for any decision, design, installation, or other action taken, or not taken, in reliance on such outputs.

When you submit or cause to be submitted any data to the Platform that was obtained from or relates to a third party (such as your own client or a homeowner), you represent and warrant that you have obtained all necessary rights, permissions, and consents from that third party for their data to be collected by Kopperfield and used in accordance with this Agreement and our Privacy Policy. You agree that you are solely responsible for your and your clients' compliance with all applicable laws in connection with such data.

4. Fees and Payment

For any paid plan, Customer will pay the fees shown in the applicable Order or checkout page. Except as expressly stated in this Agreement, payment obligations are non-cancellable and all fees are non-refundable.

Fees are due in advance of each Subscription Term unless the Order states otherwise. Kopperfield may charge the payment method on file or issue an invoice payable within thirty (30) days. Late payments will accrue interest at 1.5% per month (or the maximum allowed by law).

Each subscription automatically renews for successive terms equal to the expiring Subscription Term at Kopperfield's then-current rates unless Customer cancels their subscription via their billing management page (or any successor in-dashboard link provided by Kopperfield) no later than one (1) business day before the end of the current term. Cancellation requests made by email, telephone, or support ticket are not effective. Kopperfield may elect not to renew by sending written notice (including email) to Customer at least one (1) business day before the renewal date or by displaying a non-renewal message inside the Customer dashboard.

Fees exclude sales, use, and similar taxes. Customer is responsible for all such taxes except those based on Kopperfield's net income.

5. Intellectual Property and Feedback

Kopperfield and its licensors retain all rights in the Services and related software, documentation, and content. No rights are granted except as expressly set out in this Agreement.

If Customer provides feedback or suggestions, Kopperfield may use them without restriction or obligation.

6. Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential.

Recipient will use Discloser's Confidential Information only to exercise rights and perform obligations under this Agreement and will protect it with reasonable care. Recipient may disclose Confidential Information to employees and service providers who need to know and are bound by confidentiality obligations.

Confidential Information does not include information that (a) is or becomes public through no fault of Recipient; (b) was known to Recipient without confidentiality obligations; (c) is independently developed; (d) is rightfully received from a third party; or (e) is Customer Data, with respect to Kopperfield's exercise of the license rights granted in Section 3.4.

Recipient may disclose Confidential Information as required by law, provided it gives Discloser reasonable notice (unless legally prohibited).

7. Data Security and Processing

Kopperfield will maintain industry-standard administrative, technical, and physical safeguards designed to protect Customer Data. Where required by law, the parties will execute additional data processing agreements.

8. Warranties and Disclaimers

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KOPPERFIELD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. KOPPERFIELD DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. KOPPERFIELD EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM, CUSTOMER'S USE OF THE SERVICES OR ANY DELIVERABLES.

9. Indemnification

Customer will indemnify and hold harmless Kopperfield and its Affiliates from any claim, loss, or liability arising from (a) Customer's breach of Section 3 (Customer Responsibilities) or (b) Customer's use of the Services in violation of law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOPPERFIELD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

KOPPERFIELD'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO KOPPERFIELD DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, REMAIN EFFECTIVE EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE SEVERABLE FROM THE OTHER PROVISIONS OF THIS AGREEMENT.

11. Term, Suspension, and Termination

This Agreement begins on the date Customer first accepts it or accesses the Platform (the "Effective Date") and continues (a) for each paid plan, until the applicable Subscription Term expires or is terminated, and (b) for any free access, until Customer ceases all use of the Platform or Kopperfield terminates such access, whichever occurs first.

Kopperfield may suspend access to the Services if (a) Customer fails to pay undisputed fees within fifteen (15) days of notice, or (b) Customer's use poses a security risk, violates this Agreement, or threatens the Services' integrity.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving notice.

Kopperfield may terminate this Agreement for any or no reason by providing Customer at least thirty (30) days' written notice. In the event of such a termination by Kopperfield, it will provide a pro-rata refund to Customer of any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination.

Upon termination or expiration of this Agreement, Customer will immediately stop using the Services and pay any outstanding fees owed to Kopperfield.

Sections 3, 4 (for unpaid fees), 5, 6, 8, 9, 10, 11.5–11.6, 13–15, and 16 survive termination or expiration of this Agreement.

12. Export and Compliance

Customer will comply with all applicable export control and economic sanction laws. Customer represents it is not named on any U.S. government denied-party list and will not permit Users in embargoed countries to access the Services.

13. Marketing License

Customer grants Kopperfield a non-exclusive, royalty-free license to use Customer's name and logo in Kopperfield's public customer lists and marketing materials. Customer may revoke this license with thirty (30) days' written notice.

14. Notices

Notices must be in writing and will be deemed given when delivered by certified mail, courier, or email to the addresses on the Order (and, for Kopperfield, to notices@kopperfield.com). Email notices are effective on the next business day after sending.

15. Dispute Resolution and Arbitration

The parties will attempt in good faith to resolve any dispute related to this Agreement within thirty (30) days after written notice of the dispute.

If the dispute is not resolved under Section 15.1, it will be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator, in King County, Washington. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this Section. The arbitrator, not any court, has exclusive authority to decide all issues of arbitrability, validity, scope, and enforceability of this arbitration agreement. The arbitrator may award any individual relief permitted by law but may not award relief that affects any person other than the parties.

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY SUCH PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM, AND ONLY THAT CLAIM, WILL BE LITIGATED IN COURT.

Either party may seek temporary or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

The arbitration proceeding and all related filings and awards will be confidential and may be disclosed only as required to enforce an award or as otherwise required by law.

16. Miscellaneous

This Agreement and each Order constitute the entire agreement and supersede all prior agreements regarding the subject matter.

In the event of a conflict between this Agreement and an Order, (a) the Order will control only as to price, subscription tier, seat or usage limits, and Subscription Term, and (b) this Agreement will control for all other matters unless the Order expressly identifies the specific section of this Agreement it supersedes and is signed by an authorized officer of Kopperfield.

Kopperfield may update this Agreement by posting a revised version on the Platform. Each update becomes effective 30 days after it is posted (the "Update Effective Date"). If you do not agree to an update, you must stop using the Platform before the Update Effective Date. Your continued use of the Platform on or after the Update Effective Date constitutes acceptance of the update.

Neither party may assign this Agreement without the other's written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.

This Agreement is governed by the laws of the State of Washington without regard to conflict-of-laws principles.

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, fiduciary, or joint-venture relationship, and neither party has authority to bind the other. Each party is solely responsible for its own employees, contractors, and taxes.

Neither party is liable for failure or delay due to events beyond its reasonable control.

If a provision is held unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.

Headings are for reference only and do not affect interpretation.

Contact:

Kopperfield, Inc., 9450 SW Gemini Dr. PMB 81487, Beaverton, OR 97008-7105 USA • notices@kopperfield.com

Other Links

Kopperfield Privacy Policy	https://www.kopperfield.com/privacy
Kopperfield Cookies Policy	https://www.kopperfield.com/cookies