CopilotKit Self-Service Agreement

Last Updated: August 10, 2026

This Self-Service Agreement (this "Agreement") is a binding contract between Tawkit, Inc. (d/b/a CopilotKit) ("CopilotKit") and the individual or entity accepting it ("Customer" or "you"). It governs your access to and use of CopilotKit's self-service, online, and cloud-hosted offerings, including the self-service tiers of CopilotKit Enterprise and any related dashboards, command-line tools, SDKs, and APIs (collectively, the "Services").

By clicking "I agree" (or a similar control), creating an account, or accessing or using the Services, you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" and "you" refer to that organization. You must be at least 18 years old and able to form a binding contract. If you do not agree, do not use the Services.

Please read the entire Agreement carefully, including the following: Section 7 (Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification; Infringement Claims), and Section 14.2 (Governing Law; Venue; Jury Trial Waiver).

Auto-renewal notice: If you purchase a paid subscription, it will automatically renew and your payment method will be charged at the then-current rate unless you cancel before the renewal date, as described in Section 4.

1. Relationship to Other Agreements; Scope.

If you have entered into a separate written agreement with CopilotKit, such as a Master Services Agreement and Order Form (and any Statement of Work or Support Terms referenced in it) (a "Signed Agreement"), that Signed Agreement governs your use of the Services it covers and prevails over this Agreement to the extent of any conflict. This Agreement governs self-service use of the Services where no Signed Agreement applies. This Agreement does not govern: (a) CopilotKit's open-source components, which are provided under their applicable open-source license agreements (the "Open-Source Licenses") and governed solely by those licenses; or (b) professional, deployment, or forward-deployed engineering services, which are provided under a separately agreed Statement of Work.

2. Definitions.

2.1. "Authorized User"

means an individual within Customer's workforce whom Customer permits to access and use the Services on its behalf.

2.2. "Customer Data"

means any data, content, files, code, or other information that Customer or its Authorized Users submit to, store in, or generate through the Services, including Customer Inputs and Customer Outputs.

2.3. "Customer Inputs"

means the prompts, queries, instructions, files, and other inputs that Customer, its Authorized Users, or its End Users provide to the Services or to a Model through the Services.

2.4. "Customer Outputs"

means the outputs returned by a Model or generated by the Services in response to Customer Inputs.

2.5. "Documentation"

means the manuals, technical guides, and publications for the Services made available by CopilotKit.

2.6. "End User"

means any person who interacts with Customer's products or applications that incorporate or are built using the Services. End Users are users of Customer's products, not of the Services.

2.7. "Model"

means any large language model or other artificial intelligence model accessed through or invoked by the Services, and "Model Provider" means any third party that hosts or provides a Model.

2.8. "Plan"

means the subscription tier Customer selects, as described at https://copilotkit.ai/pricing.

2.9. "Subscription Term"

means the period during which Customer is entitled to use a paid Plan.

2.10. "Support Terms"

means CopilotKit's support terms available at https://copilotkit.ai/legal/support-terms.

2.11. “Trial Access”

means any access to the Services, or features of the Services, that CopilotKit makes available to Customer at no charge, on a trial basis, or as a pre-release, alpha, or beta offering.

3. Accounts and Registration.

To use certain features Customer must register an account. Customer agrees to provide accurate, current, and complete information and to keep it updated. Customer is responsible for safeguarding its credentials and for all activity under its account, and must notify CopilotKit promptly at security@copilotkit.ai upon becoming aware of any compromise, loss, or unauthorized use of its credentials or account. Customer is responsible for its Authorized Users' compliance with this Agreement as if their acts were its own. The Services are not directed to, and may not be used by, anyone under 18.

4. Subscriptions, Fees, and Payment.

Paid Plans and their fees are described at https://copilotkit.ai/pricing or in Customer’s account. By purchasing a paid Plan, Customer authorizes CopilotKit and its third-party payment processor to charge Customer’s payment method for all applicable fees.

4.1. Automatic renewal.

Customer’s subscription automatically renews at the end of each Subscription Term for a period of equal length at the then-current rate, unless Customer cancels before the renewal date.

4.2. Cancellation.

Customer may cancel at any time through its account settings or by contacting billing@copilotkit.ai. Cancellation takes effect at the end of the then-current billing period, and paid features remain available until then.

4.3. Upgrades and downgrades.

Upgrades take effect immediately with prospective charges. Downgrades take effect at the next billing period and may result in loss of features or capacity, including deletion of Customer Data exceeding the lower Plan's limits.

4.4. Trial Access and promotions.

Trial Access and promotional offers may expire or convert to a paid subscription at the then-current rate as stated when offered, and may be modified, suspended, or withdrawn at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TRIAL ACCESS IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, INDEMNITY, SUPPORT, SERVICE-LEVEL, OR DATA-RETENTION OR DATA-EXPORT OBLIGATION, AND TRIAL ACCESS TERMINATES AT THE END OF THE APPLICABLE TRIAL PERIOD UNLESS CUSTOMER PURCHASES A PAID PLAN. Trial Access remains subject to Section 5 (Acceptable Use) and all other applicable terms of this Agreement.

4.5. Price changes.

CopilotKit may change fees for paid Plans effective at the next renewal beginning at least thirty (30) days after notice, which may be given by email or in-product notification. If Customer does not agree, its remedy is to cancel before that renewal.

4.6. Payment; late amounts.

Except as required by law or expressly stated, fees are non-refundable. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and CopilotKit may suspend the Services for non-payment. Customer must notify CopilotKit of any good-faith dispute within ten (10) business days of the invoice or charge date.

4.7. Taxes.

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added (VAT), goods-and-services (GST), and similar taxes and levies, excluding taxes on CopilotKit's net income. Where CopilotKit is required to collect such taxes, they will be added to Customer’s charges.

4.8. Overages.

If Customer’s usage exceeds the limits of its Plan, CopilotKit may charge Customer for the excess usage at the then-current rates published at https://copilotkit.ai/pricing or as otherwise communicated to Customer.

5. Acceptable Use.

Customer will not, and will not permit any Authorized User, End User, or third party to: (a) use the Services in violation of any law or regulation, or of any Model Provider's terms or acceptable use policy; (b) sell, resell, sublicense, or otherwise commercially exploit the Services except as permitted here; (c) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by law or permitted by an applicable Open-Source License; (d) use the Services to build or train a competing product or model, including by extracting Model outputs in bulk for that purpose; (e) introduce malware or interfere with or disrupt the integrity or performance of the Services, or circumvent usage limits, rate limits, or access or security controls; (f) gain unauthorized access to the Services or related systems, or use any sandboxed execution features to attack, probe, or scan systems without authorization, mine cryptocurrency, or host malware; (g) generate or distribute child sexual abuse material or content that sexualizes minors, or content that incites violence, terrorism, or self-harm, or that targets people with hateful content; or (h) use the Services to develop or deploy weapons, including chemical, biological, radiological, nuclear, or high-yield explosive weapons. Any material discovered involving child exploitation will be reported to the National Center for Missing and Exploited Children and authorities as required by law.

6. Customer Data; Inputs and Outputs

6.1. Ownership of Customer Data.

As between the parties, Customer owns its Customer Data, including Customer Inputs and, subject to the rights of Model Providers and other third parties, Customer Outputs. CopilotKit does not claim ownership of Customer Data.

6.2. Grant of Rights to CopilotKit.

Customer grants CopilotKit a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to access, copy, modify, host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and support the Services, to comply with law, and to generate Statistical Data as described in Section 8.

6.3. Customer responsibilities.

Customer represents that it has the rights and consents necessary to submit Customer Data and to grant the license above, and that its use of the Services complies with its own privacy notices and with applicable law. Customer is responsible for providing any notices to, and obtaining any consents from, its End Users required by law. Customer is solely responsible for Customer Data, and any data or content provided to the Services by third parties through Customer’s account, systems, applications, or integrations is Customer Data. Customer is solely responsible for backing up and retaining Customer Data. CopilotKit has no obligation to back up Customer Data and no liability for any loss, alteration, destruction, corruption, or failure to recover Customer Data. CopilotKit has no obligation to monitor, screen, filter, or remove any Customer Data, and assumes no responsibility for its accuracy, legality, or appropriateness.

6.4. Prohibited data.

Unless expressly agreed in writing, Customer will not submit protected health information, payment card data, or other specially regulated data that would require CopilotKit to meet obligations it has not agreed to in writing.

6.5. Privacy.

CopilotKit's handling of personal data is described in the Privacy Policy at https://copilotkit.ai/privacy-policy.

6.6. Security.

CopilotKit will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.

7. Disclaimers.

7.1. AI DISCLAIMER.

THE SERVICES USE GENERATIVE AI, INCLUDING MODELS PROVIDED BY THIRD-PARTY MODEL PROVIDERS. CUSTOMER ACKNOWLEDGES THAT MODELS AND THEIR OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE UNSUITABLE, AND THAT THE SAME OR SIMILAR OUTPUTS MAY BE GENERATED FOR DIFFERENT CUSTOMERS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND EVALUATING ALL CUSTOMER OUTPUTS FOR ACCURACY, LEGALITY, AND FITNESS FOR PURPOSE BEFORE RELYING ON THEM, FOR EXERCISING APPROPRIATE HUMAN OVERSIGHT, AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON SUCH OUTPUTS. CUSTOMER OUTPUTS DO NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. CUSTOMER INPUTS AND OUTPUTS MAY BE TRANSMITTED TO AND PROCESSED BY MODEL PROVIDERS TO PROVIDE THE REQUESTED FUNCTIONALITY, AND CUSTOMER'S USE OF SUCH FEATURES IS ALSO SUBJECT TO THE APPLICABLE MODEL PROVIDER'S TERMS AND POLICIES, WHICH CUSTOMER IS RESPONSIBLE FOR REVIEWING AND FOLLOWING. COPILOTKIT DOES NOT WARRANT THE ACCURACY, AVAILABILITY, OR BEHAVIOR OF ANY MODEL.

7.2. THIRD-PARTY MATERIALS.

THE SERVICES MAY INCORPORATE, EMBED, OR BUNDLE SOFTWARE, DATA, OR OTHER COMPONENTS OWNED BY THIRD PARTIES, INCLUDING COMPONENTS SUBJECT TO THIRD-PARTY OR OPEN-SOURCE LICENSES (“THIRD-PARTY MATERIALS”). CUSTOMER’S USE OF THIRD-PARTY MATERIALS IS GOVERNED BY THE APPLICABLE THIRD PARTY’S LICENSE OR OTHER AGREEMENT. COPILOTKIT DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD-PARTY MATERIALS, INCLUDING ANY INTERRUPTION, ERROR, DEFECT, CHANGE IN AVAILABILITY OR PERFORMANCE, OR INACCURACY IN OUTPUTS GENERATED BY THIRD-PARTY MODELS OR SERVICES; PROVIDED THAT IN THE EVENT OF A FAILURE OR DEFECT IN THIRD-PARTY MATERIALS, COPILOTKIT WILL USE COMMERCIALLY REASONABLE EFFORTS TO WORK WITH THE THIRD-PARTY PROVIDER TO RESOLVE THE ISSUE.

7.3. CUSTOMER AS DEPLOYER.

FOR ANY AI SYSTEM, AGENT, OR APPLICATION THAT CUSTOMER BUILDS, DEPLOYS, OR OPERATES USING THE SERVICES, CUSTOMER IS THE DEPLOYER, OPERATOR, OR PROVIDER (AS APPLICABLE) FOR PURPOSES OF APPLICABLE LAWS GOVERNING ARTIFICIAL INTELLIGENCE (INCLUDING THE EU AI ACT, THE COLORADO AI ACT, AND SIMILAR LAWS), AND IS RESPONSIBLE FOR DETERMINING WHETHER ITS USE IS REGULATED AND FOR SATISFYING ANY RELATED ASSESSMENT, DISCLOSURE, AND HUMAN-OVERSIGHT OBLIGATIONS. ANY GUARDRAIL, EVALUATION, OR SAFETY FEATURE MADE AVAILABLE AS PART OF THE SERVICES SUPPORTS, AND IS NOT A SUBSTITUTE FOR, CUSTOMER’S OWN TESTING, HUMAN OVERSIGHT, AND COMPLIANCE PROGRAM.

7.4. WARRANTY DISCLAIMER.

THE SERVICES, INCLUDING ALL CUSTOMER OUTPUTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, OR RELIABILITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COPILOTKIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VULNERABILITIES, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR GENERATE ANY PARTICULAR RESULT OR REVENUE, OR THAT ANY SAFETY FEATURE WILL DETECT OR PREVENT ANY PARTICULAR FAILURE MODE. CUSTOMER ACKNOWLEDGES THAT THE SERVICES INCORPORATE OR RELY UPON THIRD-PARTY COMPONENTS, INCLUDING MODELS, AND COPILOTKIT HAS NO LIABILITY FOR THE AVAILABILITY, PERFORMANCE, ACCURACY, OUTPUT, OR MODIFICATION OF THOSE COMPONENTS, AND COPILOTKIT MAKES NO WARRANTY WITH RESPECT TO ANY OPEN-SOURCE COMPONENT, ANY MODEL, OR ANY MODEL PROVIDER. TRIAL ACCESS IS PROVIDED WITHOUT ANY WARRANTY.

8. Intellectual Property

8.1. CopilotKit Ownership.

As between the parties, CopilotKit and its licensors own all right, title, and interest in and to the Services, the Documentation, and CopilotKit's trademarks, and all related intellectual property, together with any improvements or modifications to the foregoing.

8.2. Grant of Rights to Customer.

Subject to Customer's compliance with this Agreement and payment of applicable fees, CopilotKit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for Customer's internal business purposes during the Subscription Term, and the Services are licensed, not sold. All rights not expressly granted are reserved, and nothing in this Agreement grants Customer any right other than those expressly provided here. Open-source components are licensed to Customer under their Open-Source Licenses and not under this Agreement, and those licenses govern to the extent of any conflict as to those components.

8.3. Feedback.

If Customer provides any suggestions, ideas, feature requests, or recommendations relating to the Services (“Feedback”), Customer hereby irrevocably assigns and transfers to CopilotKit all right, title, and interest in and to the Feedback, and CopilotKit may use and exploit the Feedback for any purpose without restriction, attribution, or compensation. To the extent any such assignment is not effective, Customer grants CopilotKit a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose.

8.4. Usage and statistical data.

CopilotKit may collect, compile, analyze, archive, and otherwise use and exploit statistical data and metadata relating to Customer’s and its Authorized Users’ use of the Services, including usage data collected for billing, security, and optimization purposes, and other de-identified data (collectively, “Statistical Data”). CopilotKit may use Statistical Data for any lawful business purpose, provided that it does not identify Customer, any Authorized User, or any End User. No compensation is payable to Customer for CopilotKit’s use of Statistical Data.

8.5. Publicity.

Customer authorizes CopilotKit to use Customer’s name and logo to identify Customer as a customer of CopilotKit on CopilotKit’s website and in its marketing, advertising, and sales materials.

9. Support and Service Levels.

Support for self-service Plans is provided as described in the Support Terms. Self-service use of the Services and Trial Access are provided without any uptime service-level agreement or service credits, and CopilotKit makes no guarantee of any specific level of availability, uptime, or response time under this Agreement. Enhanced support and service-level commitments are available only under a Signed Agreement and the Support Terms referenced in it. CopilotKit may modify the scope and availability of its support services, and may modify, discontinue, or deprecate features of the Services, at any time. CopilotKit may make updates, enhancements, and security patches available from time to time; Customer must promptly deploy each such update and, to remain eligible for support, must use the latest stable version of the Services made available by CopilotKit.

10. Confidentiality.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and limit access to those who need it and are bound by comparable obligations. The receiving party is responsible for any breach by a person to whom it discloses Confidential Information. Confidential Information does not include information that is public through no fault of the receiving party, already known, rightfully received from a third party, or independently developed. Disclosures required by law are permitted, provided that the receiving party gives the disclosing party prompt notice where lawful and provides reasonable cooperation in any effort to seek a protective order. Upon termination of this Agreement, or upon the disclosing party’s written request, the receiving party will discontinue use of and return or destroy the Confidential Information, except for one copy that may be retained for archival or regulatory purposes and except for copies held in routine automated backups, which will be deleted in the ordinary course. These obligations continue for three (3) years after termination or expiration of this Agreement, and indefinitely as to any trade secret for so long as it remains a trade secret under applicable law. Because a breach of this Section may cause harm for which monetary damages are an inadequate remedy, the disclosing party may seek injunctive or other equitable relief without posting bond or proving actual damages. Nothing in this Section limits CopilotKit’s rights in Statistical Data.

11. Term, Suspension, and Termination.

11.1. Term.

This Agreement applies from Customer’s first use or acceptance and continues until terminated in accordance with this Section 11.

11.2. Suspension.

CopilotKit may suspend or limit the Services, with notice where practicable, if Customer’s account is overdue, if CopilotKit reasonably believes Customer’s use violates this Agreement or poses a security, legal, or regulatory risk to CopilotKit, the Services, other users, or any third party, or as required by law or by a Model Provider. Except where CopilotKit reasonably determines that the circumstances create an urgent or emergency situation in which a failure to act immediately may result in imminent harm, CopilotKit will give reasonable prior notice of the suspension and a reasonable opportunity to cure, and the parties will cooperate in good faith to resolve the underlying issue. CopilotKit is not liable to Customer for any suspension exercised in good faith under this Section.

11.3. Termination.

Either party may terminate this Agreement if the other materially breaches and does not cure within thirty (30) days of notice. CopilotKit may also terminate this Agreement or Customer’s access to the Services (i) immediately upon notice if Customer becomes the subject of any proceeding under any bankruptcy, insolvency, or liquidation law, (ii) immediately upon notice for Customer’s breach of Section 5 (Acceptable Use) or Section 10 (Confidentiality), (iii) at any time with respect to any Trial Access, or (iv) for convenience upon thirty (30) days’ notice, in which case CopilotKit will refund any prepaid fees for the unused portion of the then-current Subscription Term. Customer may terminate by canceling its subscription under Section 4.2.

11.4. Effect of termination.

Upon termination or expiration, CopilotKit will cease providing the Services, Customer’s right to use the Services ends and Customer will immediately cease all use, and accrued fees remain payable. For thirty (30) days following termination CopilotKit will make Customer Data available for export on request, after which CopilotKit may delete it, subject to legal and backup-retention requirements; Customer is responsible for exporting Customer Data within that period. No refunds or credits are provided for any partial billing period except as expressly set out in this Agreement. CopilotKit may retain Statistical Data.

11.5. Survival.

In addition to any provision that by its nature is intended to survive, the following survive termination or expiration of this Agreement: Sections 1 (Relationship to Other Agreements; Scope), 2 (Definitions), 4 (Subscriptions, Fees, and Payment) as it concerns fees accrued before termination, 5 (Acceptable Use), 6 (Customer Data; Inputs and Outputs) as it concerns ownership, 7 (Disclaimers), 8 (Intellectual Property), 10 (Confidentiality), 11 (Term, Suspension, and Termination), 12 (Limitation of Liability), 13 (Indemnification; Infringement Claims), and 14 (General).

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES DAMAGES RESULTING FROM INACCURACIES OR OTHER FAILURE MODES OF AI OUTPUTS, THE CONDUCT OF ANY MODEL PROVIDER OR END USER, OR THE ACTS OF ANY AGENT BUILT USING THE SERVICES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO COPILOTKIT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS DO NOT APPLY TO: CUSTOMER'S PAYMENT OBLIGATIONS; EITHER PARTY'S BREACH OF THE OTHER'S INTELLECTUAL PROPERTY RIGHTS; EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY); CUSTOMER'S VIOLATION OF SECTION 5 (ACCEPTABLE USE); EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; DEATH OR BODILY INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE; OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 12 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM AND APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Indemnification; Infringement Claims.

13.1. Indemnification by Customer.

Customer will defend, indemnify, and hold harmless CopilotKit, its affiliates, and their respective officers, directors, employees, and agents against any third-party claim, and pay amounts finally awarded or agreed in settlement, arising out of: (a) Customer Data, Customer Inputs, or Customer Outputs, including any claim that they infringe or violate a third-party right or law; (b) Customer's or its Authorized Users' violation of this Agreement, including Section 5; (c) any act or omission of Customer's End Users; (d) Customer's development, deployment, or operation of any AI system, agent, or application built using the Services, including in its capacity as deployer, operator, or provider under Section 7; or (e) Customer's violation of any applicable law. CopilotKit will promptly notify Customer of the claim, allow Customer to control the defense (provided any settlement that imposes obligations on CopilotKit requires CopilotKit's consent), and provide reasonable cooperation at Customer's expense. CopilotKit may participate in the defense at its own expense with counsel of its choosing, and Customer will not admit fault on CopilotKit’s behalf. CopilotKit’s failure to give prompt notice does not relieve Customer of its obligations except to the extent Customer is materially prejudiced.

13.2. Infringement Claims.

If a third party asserts or threatens to assert a claim that Customer’s use of the Services infringes that third party’s intellectual property rights, CopilotKit may, in its sole discretion, (i) obtain a license to the rights at issue, (ii) implement a modification or work-around that preserves the material features and performance of the Services, or (iii) if neither option is commercially reasonable, terminate this Agreement and refund any prepaid fees for the unused portion of the then-current Subscription Term. The foregoing states CopilotKit’s entire liability, and Customer’s sole and exclusive remedy, with respect to any actual or alleged infringement or misappropriation of third-party intellectual property rights by the Services.

14. General.

14.1. Compliance; Export and Sanctions.

Each party will comply with applicable export control, economic sanctions, import, and anti-corruption and anti-bribery laws, including those of the United States and the U.S. Foreign Corrupt Practices Act. Customer represents that it is not located in, or ordinarily resident in, any embargoed country or region, is not on any restricted-party or sanctions list, is not owned or controlled by any party that is on such a list, and will not use the Services in violation of such laws or to develop weapons of the kinds described in Section 5. Customer is solely responsible for compliance relating to the manner in which it accesses and uses the Services and its Customer Data.

14.2. Governing Law; Venue; Jury Trial Waiver.

This Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement or the Services will be brought exclusively in the state or federal courts located in Seattle, Washington, and the parties consent to the personal jurisdiction of those courts. Each party waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.3. Changes to this Agreement.

CopilotKit may modify this Agreement from time to time. When it does, CopilotKit will update the "Last Updated" date above and, if Customer has an account, provide notice by email or in-product notification. Changes take effect thirty (30) days after notice for account holders, and immediately for users without an account. No modification applies retroactively to any dispute, claim, or cause of action that arose before the effective date of the modification. If Customer does not agree to a change, Customer must stop using the Services; Customer’s continued use after the effective date constitutes acceptance.

14.4. Electronic Communications.

Customer consents to receive communications from CopilotKit electronically, including account and operational notices and updates about the Services, and agrees that electronic communications satisfy any legal requirement that they be in writing. This does not affect Customer’s non-waivable statutory rights.

14.5. Entire Agreement; Order of Precedence.

This Agreement, together with the Privacy Policy, the DPA (if executed), the Support Terms, and any pricing or Plan terms referenced here, is the entire agreement between the parties for self-service use of the Services and supersedes prior understandings on that subject, and neither party is relying on any warranty, representation, or inducement not expressly set out here. In the event of a conflict among the foregoing documents and any Signed Agreement, the order of precedence is: (1) any Signed Agreement and its Order Form; (2) any executed DPA; (3) this Agreement; and (4) the Support Terms, Privacy Policy, and Documentation. Any conflicting or pre-printed terms in a Customer purchase order or portal are void.

14.6. Assignment.

Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of the other party; CopilotKit may assign to an affiliate. No assignment relieves a party of its obligations under this Agreement, and any purported assignment in violation of this paragraph is void.

14.7. Force Majeure.

Neither party is liable for delays caused by events beyond its reasonable control (except payment obligations), provided the affected party uses commercially reasonable efforts to mitigate and resume performance promptly.

14.8. Independent Contractors.

The parties are independent contractors, and no agency, partnership, joint venture, or employment relationship is created by this Agreement.

14.9. No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

14.10. Severability.

If any provision of this Agreement is unenforceable, the rest remains in effect and that provision will be interpreted to best accomplish its objectives within the limits of applicable law.

14.11. No Waiver.

A failure to enforce a provision is not a waiver of that provision or of any other provision.

14.12. Notices.

Notices to CopilotKit must be sent to legal@copilotkit.ai (and, for billing matters, billing@copilotkit.ai; for security matters, security@copilotkit.ai). Notices to Customer may be sent to the email associated with Customer's account.