This page shows the standard terms of the CoopTools Pilot Agreement so your cooperative (and its board or counsel) can review them before committing to anything. The agreement itself is executed per-cooperative with a completed Schedule A (pilot dates, modules, and contacts) — request a pilot and we'll send a signature-ready copy.
This Pilot Agreement ("Agreement") is entered into as of the date last signed ("Effective Date") between CoopTools LLC, a Kentucky limited liability company ("CoopTools"), and the cooperative identified in the signature block ("Cooperative"). This Agreement governs Cooperative's participation in the CoopTools Founding Cooperative Pilot Program.
1. Purpose and Scope
CoopTools is a field-operations software platform designed specifically for electric distribution cooperatives. The purpose of this Pilot Program is to provide Cooperative with free access to the CoopTools platform in exchange for Cooperative's participation in evaluation, testing, and feedback activities. This Agreement governs that relationship.
Modules made available to Cooperative under this Agreement will be specified in Schedule A. CoopTools may add or remove modules during the Pilot Term with reasonable written notice.
2. Pilot Term
2.1 The pilot period begins on the Effective Date and continues for the period specified in Schedule A (the "Pilot Term"). The Pilot Term may be extended by mutual written agreement of the parties.
2.2 This Agreement does not obligate Cooperative to purchase a paid subscription following the Pilot Term. If Cooperative elects to continue using the Service after the Pilot Term, the parties will negotiate a separate subscription agreement.
3. Access and Cost
3.1 Access to the Service during the Pilot Term is provided at no charge to Cooperative. CoopTools will bear all hosting, infrastructure, and support costs during the Pilot Term.
3.2 Cooperative is responsible for any costs it incurs in connection with its own participation, including staff time, hardware, and internet connectivity.
4. Cooperative's Pilot Obligations
In exchange for free access, Cooperative agrees to:
- Designate at least one internal champion (primary contact) to coordinate the pilot and serve as the primary point of contact with CoopTools.
- Use the Service in connection with actual cooperative operations during the Pilot Term to the extent practicable, including at minimum one meaningful use of a primary module (CoopRecover or CoopAttach).
- Participate in at least one structured feedback session with CoopTools during the Pilot Term (video call or written questionnaire), covering ease of use, missing features, integration with existing workflows, and overall value.
- Report material bugs, errors, or unexpected behavior promptly using the in-app feedback tool or by emailing seth@cooptools.io.
- If Cooperative's experience is positive, agree to serve as a reference customer — meaning CoopTools may identify Cooperative by name as a pilot participant in marketing materials and Cooperative agrees to respond to reasonable reference requests from prospective customers (no more than three (3) per year, not to exceed thirty (30) minutes each).
Cooperative's feedback obligations are cooperative in nature and are not conditions to continued access during the Pilot Term. CoopTools will not terminate access solely because Cooperative has not provided feedback, provided Cooperative is acting in good faith.
5. No Warranties During Pilot
THE SERVICE IS PROVIDED DURING THE PILOT TERM ON AN "AS IS" AND "AS AVAILABLE" BASIS. COOPTOOLS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY. COOPERATIVE UNDERSTANDS THAT THE SERVICE IS UNDER ACTIVE DEVELOPMENT AND MAY CONTAIN BUGS, INCOMPLETE FEATURES, OR UNEXPECTED BEHAVIOR.
THE DISCLAIMERS IN SECTION 8.3 OF COOPTOOLS'S STANDARD TERMS OF SERVICE APPLY IN FULL DURING THE PILOT TERM, INCLUDING DISCLAIMERS REGARDING FEMA ELIGIBILITY, ENGINEERING OUTPUTS, ELECTRONIC SIGNATURE ENFORCEABILITY, AND LAND-RECORD VERIFICATION.
6. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, COOPTOOLS'S AGGREGATE LIABILITY TO COOPERATIVE ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00), REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL COOPTOOLS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
Cooperative acknowledges that the low liability cap reflects the fact that the Service is provided at no charge during the Pilot Term and that Cooperative bears the risk of operating on pre-release software.
7. Data and Confidentiality
7.1 Customer Data. Cooperative owns all data it submits to the Service. CoopTools will process Cooperative's data only to provide and improve the Service and will not share it with third parties except as required by law and as described in the Privacy Policy (sub-processors). CoopTools's security measures — including database-enforced tenant isolation, encryption in transit and at rest, and daily encrypted offsite backups — are described in the Security Overview.
7.2 Data Return. Upon request or at the end of the Pilot Term, CoopTools will make Cooperative's data available for export in a standard format for thirty (30) days, after which CoopTools may delete it.
7.3 Confidentiality. Each party agrees to keep the other's non-public information confidential using at least reasonable care, and not to disclose it to third parties without consent. Cooperative agrees to keep the terms of this Agreement confidential, though Cooperative may disclose that it is participating in a pilot program.
7.4 Feedback License. Cooperative grants CoopTools a perpetual, irrevocable, royalty-free license to use any feedback or suggestions Cooperative provides for any purpose, including incorporation into the Service.
8. Founding Member Benefits
Cooperative's participation in this pilot program entitles Cooperative to the following benefits if Cooperative elects to subscribe to the Service following the Pilot Term:
- Founding Member Rate: The subscription fee offered to Cooperative at conversion will be locked for a period of three (3) years from the conversion date, regardless of general price increases during that period.
- Founding Member Recognition: Cooperative may be identified as a Founding Cooperative Partner in CoopTools marketing materials, subject to Cooperative's approval of specific uses.
- Priority Feature Input: Cooperative will be given priority access to new features and invited to participate in product roadmap discussions before features are generally released.
9. Intellectual Property
CoopTools owns all right, title, and interest in the Service and any improvements or developments made during or arising from the Pilot Program, including any improvements suggested by Cooperative's Feedback. Cooperative retains ownership of its own data and pre-existing materials. Nothing in this Agreement grants Cooperative any license beyond the limited right to use the Service during the Pilot Term.
10. Term and Termination
10.1 Term. This Agreement begins on the Effective Date and continues through the end of the Pilot Term unless earlier terminated.
10.2 Termination by Either Party. Either party may terminate this Agreement at any time with fourteen (14) days' written notice, without penalty to either party.
10.3 Immediate Termination. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within seven (7) days of written notice.
10.4 Effect of Termination. Upon termination or expiration, Cooperative's access to the Service ceases. CoopTools will make Cooperative's data available for export as provided in Section 7.2. Sections 5, 6, 7, 9, and 11 survive termination.
11. General
Governing Law. This Agreement is governed by the laws of the Commonwealth of Kentucky.
Entire Agreement. This Agreement, including Schedule A, constitutes the entire agreement between the parties regarding the Pilot Program and supersedes all prior discussions.
Amendments. Amendments must be in writing signed by both parties.
Independent Contractors. The parties are independent contractors.
No Obligation to Continue. Nothing in this Agreement obligates either party to enter into a paid subscription agreement following the Pilot Term.
Schedule A — Pilot Program Specifics
Schedule A is completed at execution and specifies:
- Pilot Term — start date, duration, and end date.
- Modules included in the pilot, selected from: CoopRecover (FEMA PA storm documentation), CoopAttach (joint use and pole attachments), CoopInspect (work order and device inspections), CoopDocs / CoopSign (electronic signatures), CoopLedger (expense tracking), CoopEngineer (engineering calculators), and CoopLand (easement and land-rights records).
- Primary contact — the Cooperative's internal champion (name, title, email, phone).
- Special terms or notes, if any.
The Agreement is executed by signature of both parties on the signature-ready copy. To receive one, request a pilot or email seth@cooptools.io.