# Terms of service **Last updated:** 28 June 2025 > **Important:** These Terms of Use ("Terms") form a binding agreement between **Kopilo Oy** ("Company", "we", "us" or "our") and the person or entity agreeing to them ("Customer", "you" or "your"). Review them carefully. They govern access to and use of: (a) our AI platform, APIs, SDKs, web or mobile interfaces, model outputs, analytics dashboards, plugins, documentation and sample code (collectively, the "Service"); and (b) any related websites or support. By creating an account, executing an Order (as defined below), integrating an API key, or using the Service, you accept these Terms. If you do not agree, do not use the Service. --- ## 1. Definitions **Affiliate** means any entity controlling, controlled by, or under common control with a party. **AI output** means machine‑generated text, code, image, audio, vector, embedding, classification or other result returned by the Service. **Clinical data** means personal data contained in clinical, regulatory or scientific documentation submitted to the Service, including trial participant health data, adverse event information, patient narratives and listings, and personal data of investigators and sponsor personnel. Clinical data is contemplated by the Service and is processed under the DPA (if executed). **Customer data** means data, prompts, inputs, documents, corpora, parameters, configuration, fine‑tune datasets or other materials you (or Users) submit to the Service. **Excluded data** means (a) protected health information subject to HIPAA where no Business Associate Agreement is in place; (b) data regulated under GLBA or comparable financial‑sector laws; (c) children’s data under relevant age thresholds; and (d) payment card data. **Feedback** means suggestions, bug reports, feature requests, performance data or other input you provide. **Harmful use** means use that violates the Acceptable Use section. **Order** means an executed order form, online plan selection, pricing page acceptance, or SOW referencing these Terms. **User** means any natural person you permit to interact with the Service under your account. --- ## 2. Scope & order of precedence These Terms apply to all access and use. An Order can modify commercial specifics (e.g., pricing, committed volumes, term). If there is a conflict: (1) DPA (if executed) controls over privacy and processing; (2) Order controls over economics; (3) these Terms control everything else; (4) Documentation controls only for explicit technical parameters. Any pre‑printed purchase terms are void. --- ## 3. Account & eligibility You must provide accurate registration data and keep it current, which enables proper provisioning and compliance. You must be at least the age required to form a binding contract in the applicable jurisdiction and in any event not younger than 13. If you register on behalf of an entity, you warrant authority to bind the entity. Account credentials are confidential. You are responsible for activity under your credentials. Notify us promptly of suspected compromise. --- ## 4. License & access Subject to timely payment and compliance, we grant you a non‑exclusive, non‑transferable (except under Section 23), revocable right during the Subscription Term to: (a) access and use the Service solely for internal business purposes; (b) integrate our API within your approved applications; and (c) generate and use AI output as permitted below. All rights not expressly granted are reserved. --- ## 5. AI output & ownership (a) **Customer data.** You retain ownership of Customer data. You grant us the limited rights necessary to host, process, transmit, cache, index, transform, tokenise, vectorise, and display Customer data and AI output to provide, secure, troubleshoot, optimize, and improve the Service, and to comply with law. (b) **AI output.** As between the parties and to the extent permitted by law, we assign to you our right, title and interest (if any) in AI output generated from your Customer data and permitted Inputs, excluding (i) underlying models, (ii) our pre‑existing IP and (iii) third‑party materials embedded in Output (e.g., open source notices). You are responsible for evaluating AI output for accuracy, appropriateness, legal compliance and fitness. (c) **Model improvement.** Indicate your training preference via your Order. Absent explicit opt‑in where required, we will not use Customer data or AI output to train foundation models for generalized release. We may always use aggregated, de‑identified usage metrics for analytics and platform improvement. (d) **Attribution.** We may reference you as a customer (name and logo) unless you opt out in writing. --- ## 6. Acceptable Use Policy (AUP) You (and Users) shall not: (1) attempt to extract underlying model weights or architecture; (2) submit or generate content that is illegal, infringing, invasive of privacy, defamatory, deceptive, or that facilitates exploitation of minors; (3) use the Service for autonomous weapons, real‑time facial recognition in public spaces, mass surveillance, credit scoring without transparency, or medical diagnosis without appropriate regulatory approval; (4) misrepresent AI output as human authored where disclosure is legally required; (5) introduce malware, backdoors or exploit security vulnerabilities; (6) perform adversarial attacks (prompt injection, model inversion, data exfiltration); (7) use the Service to create spam campaigns or misleading political influence operations; (8) violate export, sanctions, or embargo laws; (9) resell, time‑share or provide the Service to third parties as a service bureau without an explicit reseller or OEM agreement; (10) mine or log other users’ data; (11) circumvent usage limits, billing or safety filters; (12) use output to train competing foundation models unless explicitly permitted by Order. We may suspend access (narrowly tailored) if we reasonably detect or suspect Harmful use. We will notify you (unless legally prohibited) and work with you in good faith to resolve. --- ## 7. Security & data protection We implement industry‑standard administrative, physical and technical safeguards (e.g., segmented production network, role‑based access, logging). You are responsible for: (a) secure client integration; (b) prompt patching of your systems; (c) managing end‑user privileges; (d) not submitting Excluded data. If a Security Incident (unauthorized access to Customer data on our systems) occurs, we will notify you without undue delay, share relevant details, and cooperate on legally required notices. --- ## 8. Privacy Our processing of personal data is governed by our Privacy Policy located at **[https://www.7scholar.com/resources/privacy-policy](https://www.7scholar.com/resources/privacy-policy)** and any Data Processing Addendum (if executed). By using the Service you acknowledge cross‑border transfers as described. You will obtain all required consents and provide notices for Customer data you submit. Where Customer data includes Clinical data, you confirm that the controller has established a lawful basis under Art. 6 and, for special category data, Art. 9(2) GDPR, that the basis extends to processing by us as a sub‑processor, and that any transparency information required of the controller has been provided. --- ## 9. Beta / preview / free tier Features labeled Beta, Preview, Early Access, Experimental or Free may have reduced or different availability, support and performance commitments. We provide them "as is" and they may change or terminate at any time. Usage may be subject to caps. We may later charge for features that were initially free. --- ## 10. Service level & support Unless an Order specifies an SLA, we target (but do not guarantee) ≥99.5% monthly uptime excluding: scheduled maintenance (with reasonable advance notice), emergency security actions, factors outside our reasonable control (Force Majeure), and your acts or omissions. Support tiers and response targets are described in the then‑current Support Policy referenced by the Order. Your sole remedy for chronic availability issues absent an SLA is to terminate for material breach (after cure period) or downgrade / not renew. --- ## 11. Fees, billing & taxes Fees follow the pricing in your Order or plan page (usage‑based, subscription, or hybrid). You will pay undisputed invoices within **14** days of invoice date, which avoids late fees. Late amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law, which encourages prompt payment. Overages are billed in arrears. All fees are exclusive of taxes. You will pay applicable indirect taxes (VAT, GST, sales, use) except for taxes on our net income. Withholding taxes: gross up if legally required, supplying valid documentation. If automatic payment fails and you do not cure within 10 days after notice, we may suspend API key issuance or model invocation while core data remains accessible for export. --- ## 12. Term & renewal Subscription Term is set in the Order (initial + any renewals). Unless the Order states otherwise, subscriptions auto‑renew for successive periods equal to the expiring term at then‑current (not to exceed prior term’s price increase cap if stated) fees, unless either party gives non‑renewal notice at least 30 days before the end of the current term. Trial access ends at the earlier of stated trial end or production deployment. --- ## 13. Termination Either party may terminate for material breach not cured within 30 days of written notice (14 days for payment breach). --- ## 14. Intellectual property We own all rights, title and interest in and to the Service, models, derivative works, improvements, Documentation, design, interfaces, usage data (aggregated / de‑identified) and our trademarks. No implied licenses. You will not remove proprietary notices. --- ## 15. Third-party services & open source The Service may interoperate with third‑party services (e.g., storage, LLM providers, data sources). Your use of those services is governed solely by their terms, which means we are not responsible for them. We may include or redistribute open source software subject to its licenses, which we will make available. In case of conflict between an OSS license and these Terms with respect to the OSS, the OSS license controls. --- ## 16. Export & sanctions You represent and warrant that you: (a) are not located in, organized under, or ordinarily resident in an embargoed jurisdiction; (b) are not on a restricted party list; and (c) will not export, re‑export, provide or transfer the Service (including AI output) to any prohibited destination, person, or entity in violation of applicable export control, sanctions or anti‑boycott laws. --- ## 17. Government use (U.S.) If accessed by or for the U.S. Government, the Service constitutes "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use, duplication or disclosure by the Government is subject to these Terms. --- ## 18. Confidentiality "Confidential information" means non‑public information disclosed by one party to the other that is marked or should reasonably be understood as confidential (including product roadmap, security architecture, business plans, Customer data). Exclusions: information that (i) is or becomes public without breach, (ii) was known without restriction, (iii) is independently developed without use of Confidential information, or (iv) is rightfully received from a third party. Recipient will use Confidential information only to exercise rights or perform obligations under these Terms, with reasonable care, and may disclose to its personnel and advisors bound by confidentiality obligations at least as protective. Required disclosures (legal process) are permitted with prompt notice (where lawful) and cooperation. Each party may seek injunctive relief for actual or threatened breach. --- ## 19. Representations & warranties Each party represents and warrants that it has validly entered these Terms and has the right and authority to do so. You represent and warrant that: (a) you have obtained all necessary rights and consents to submit Customer data; (b) Customer data does not infringe third‑party IP or privacy rights; and (c) you will comply with the AUP. **We disclaim all implied warranties** (merchantability, fitness for a particular purpose, non‑infringement, title, quiet enjoyment, accuracy). The Service, AI output, beta features and all related materials are provided "as is" and "as available". --- ## 20. Indemnities (a) **By us.** We will defend (or settle) any third‑party claim alleging that your authorized use of the unmodified Service (excluding AI output, Customer data, third‑party materials, combinations, or use after notice of alleged infringement) directly infringes a third‑party patent, copyright or trademark, or misappropriates a trade secret under applicable law. We will pay resulting damages and reasonable attorneys’ fees finally awarded (or agreed in settlement) provided you: (1) promptly notify us; (2) allow control of defense and settlement; (3) reasonably cooperate. If a claim arises, we may: (i) procure continued use, (ii) modify or replace the affected portion to be non‑infringing while materially preserving functionality, or (iii) terminate the impacted Order and refund unused prepaid fees. We have no liability for claims based on Customer data, AI output, your modifications, or combination with items not supplied by us. (b) **By you.** You will defend and indemnify us and our Affiliates against claims arising from: (1) Customer data; (2) your breach of the AUP; or (3) your applications’ end‑user interactions, except to the extent caused by our breach. --- ## 21. Limitation of liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) Neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or loss of profits, revenue, goodwill or data, even if advised of the possibility and even if a remedy fails its essential purpose; (b) Each party’s total aggregate liability arising out of or related to these Terms shall not exceed the amount paid or payable by you to us for the Service giving rise to the claim in the 12 months before the first event giving rise to liability. These exclusions do not apply to: payment obligations, breach of confidentiality, infringement or misappropriation of the other party’s IP, or indemnity obligations. --- ## 22. Force Majeure Neither party is liable for failure or delay (except payment obligations) due to events beyond reasonable control (e.g., Internet failures, infrastructure outages, DDoS, power failures, natural disasters, epidemics, war, government action, strikes other than your own workforce). The affected party will use commercially reasonable efforts to mitigate and resume performance. --- ## 23. Assignment You may not assign or transfer these Terms or rights or obligations without our prior written consent, which will not be unreasonably withheld, except that you may assign to a successor in interest via merger, reorganization, or sale of substantially all assets (not involving a direct competitor) with notice. We may assign to an Affiliate or as part of a corporate transaction. --- ## 24. Modifications to terms or service We may modify these Terms for new features, legal compliance, or security. We will provide notice (email, in‑product, or site posting) at least 30 days before material changes take effect (immediate for urgent security or legal changes). Continued use after effective date constitutes acceptance. If you object to a material change that materially degrades rights and no resolution is reached before effective date, you may terminate affected Orders by written notice before effective date and receive a pro‑rata refund of prepaid fees for the terminated portion. --- ## 25. Electronic communications & notices You consent to electronic communications. Contract notices will be sent to the primary account email or posted in the admin console. Legal notices to us must be sent to **[kasra@7scholar.com](mailto:kasra@7scholar.com)** directly. --- ## 26. Feedback Providing Feedback is voluntary. You grant us a perpetual, irrevocable, transferable, royalty‑free license to use Feedback for any purpose without obligation. You waive any claim based on moral rights or attribution for Feedback use. --- ## 27. Severability & Waiver If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, which preserves intent. The remainder stays in effect. Failure to enforce any right is not a waiver. --- ## 28. Entire agreement These Terms (including referenced policies and Orders) form the entire agreement superseding prior or contemporaneous representations (oral or written) on the subject matter. No reliance on extraneous statements. --- ## 29. Acknowledgment By creating an account, clicking “Accept”, or using the Service you acknowledge that you have read and understood these Terms, which forms a binding agreement.