These Terms of Service ("Terms") constitute a legally binding agreement between CoopTools LLC, a Kentucky limited liability company ("CoopTools," "we," "us," or "our"), and the electric distribution cooperative or other entity accessing or using the CoopTools platform ("Customer," "you," or "your"). By creating an account, executing an Order Form, or accessing the Service, you agree to be bound by these Terms.
If you are accepting these Terms on behalf of a cooperative or other organization, you represent that you have the authority to bind that organization to these Terms.
1. Definitions
"Service" means the CoopTools software-as-a-service platform, including all modules (CoopRecover, CoopAttach, CoopInspect, CoopDocs (CoopSign), CoopLedger, CoopEngineer, and CoopLand), associated APIs, mobile applications, and documentation made available by CoopTools.
"Subscription Term" means the period during which Customer is authorized to access the Service, as specified in the applicable Order Form.
"Order Form" means a written or electronic ordering document executed by the parties that specifies the modules subscribed to, the Subscription Term, fees, and other applicable terms.
"Customer Data" means all data, content, and information submitted by Customer or its Users to the Service, including pole records, storm documentation, attachment data, land and easement records, photos, documents, and signatures.
"User" means an individual authorized by Customer to access the Service under Customer's account, including employees, contractors, and third-party attacher portal users.
"Documentation" means the help articles, user guides, and technical materials made available by CoopTools at the Service or its website.
"Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
2. Subscription and Access
2.1 Grant of Access
Subject to these Terms and timely payment of all fees, CoopTools grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term solely for Customer's internal business operations. The Service is provided on a multi-tenant basis; each Customer's data is logically isolated from other customers' data.
2.2 Users
Customer may authorize Users to access the Service. Customer is responsible for all acts and omissions of its Users. Customer shall ensure that Users comply with these Terms and shall maintain accurate account credentials. Customer shall promptly notify CoopTools of any unauthorized access or security breach.
2.3 Modules and Feature Flags
Customer's access to specific modules is governed by the applicable Order Form. CoopTools may enable or disable specific modules (feature flags) as agreed in the Order Form. CoopTools reserves the right to modify, add, or discontinue features of the Service, provided that CoopTools will provide reasonable notice of any material reduction in core functionality.
2.4 Acceptable Use
Customer shall not, and shall ensure its Users do not: (a) sublicense, resell, or distribute the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) use the Service to develop a competing product; (d) remove or alter any proprietary notices; (e) use the Service in violation of applicable law; or (f) transmit malicious code, spam, or unauthorized data through the Service.
2.5 Suspension
CoopTools may suspend Customer's access to the Service, in whole or in part, if CoopTools reasonably determines that: (a) continued access poses a security risk to the Service or other customers; (b) Customer's use violates Section 2.4 or applicable law; or (c) Customer's account is more than thirty (30) days past due as provided in Section 3.2. CoopTools will provide notice of suspension where practicable and will restore access promptly once the underlying issue is resolved. Suspension does not relieve Customer of its payment obligations.
3. Fees and Payment
3.1 Subscription Fees
Customer shall pay the subscription fees set forth in the Order Form. Fees are based on Customer's meter band as specified in the Order Form and are due annually in advance. All fees are non-refundable except as expressly provided in Section 10.3 (Termination for Cause).
3.2 Payment Terms
Invoices are due and payable within thirty (30) days of the invoice date. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. CoopTools reserves the right to suspend access to the Service for accounts more than thirty (30) days past due, with five (5) days written notice.
3.3 Taxes
Fees do not include taxes. Customer is responsible for all applicable sales, use, value-added, and similar taxes, excluding taxes on CoopTools's net income. If CoopTools is required to collect such taxes, they will be added to Customer's invoice.
3.4 Fee Adjustments
CoopTools may adjust subscription fees at renewal by providing written notice at least sixty (60) days before the start of the next Subscription Term. If Customer does not accept the adjusted fees, Customer may elect not to renew by providing written notice as provided in Section 10.2.
4. Term and Renewal
4.1 Initial Term
The initial Subscription Term begins on the date specified in the Order Form and continues for the period specified therein, typically one (1) year.
4.2 Automatic Renewal
The Subscription Term automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. CoopTools will provide Customer with a renewal notice at least seventy-five (75) days before the renewal date.
4.3 Early Termination by Customer
If Customer terminates the Subscription Term prior to its expiration for any reason other than CoopTools's material breach under Section 10.3, Customer shall remain liable for all subscription fees due through the end of the then-current Subscription Term. CoopTools will issue an invoice for the remaining balance, due within thirty (30) days.
5. Customer Data
5.1 Ownership
As between the parties, Customer owns all right, title, and interest in and to Customer Data. CoopTools claims no ownership of Customer Data.
5.2 License to Process
Customer grants CoopTools a limited, non-exclusive license to access, process, and store Customer Data solely to: (a) provide and maintain the Service; (b) respond to Customer support requests; (c) comply with legal obligations; and (d) perform analytics for Service improvement, using only aggregated, de-identified data.
5.3 Data Security
CoopTools will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. CoopTools will notify Customer without undue delay of any confirmed breach of security affecting Customer Data. A current description of CoopTools's security practices is maintained at cooptools.io/security.html. CoopTools's processing of personal data on Customer's behalf is governed by the Data Processing Agreement, which is incorporated into these Terms.
5.4 Data Portability and Return
Upon Customer's request at any time during the Subscription Term, and for thirty (30) days following termination or expiration, CoopTools will make Customer Data available for export in a standard machine-readable format. Following such thirty (30) day period, CoopTools may delete Customer Data from its systems with no further obligation.
5.5 Customer Responsibilities for Data
Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all necessary consents and authorizations for data submitted to the Service, including member data, employee data, and third-party attacher information; and (c) ensuring Customer Data does not infringe any third-party intellectual property rights. Customer represents that any logos, images, or content uploaded to the Service are owned by Customer or used with authorization of the applicable rights holder.
6. Intellectual Property
6.1 CoopTools Ownership
CoopTools owns all right, title, and interest in and to the Service, including all software, algorithms, documentation, and improvements thereto. These Terms do not convey any ownership interest in the Service to Customer.
6.2 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer grants CoopTools a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without restriction or compensation to Customer.
6.3 Marks
Neither party shall use the other party's trademarks, logos, or brand names without prior written consent. CoopTools may identify Customer as a customer in marketing materials (including the Customer's name only) unless Customer objects in writing.
7. Confidentiality
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and not less than reasonable care. Each party shall use the other party's Confidential Information only to exercise rights and fulfill obligations under these Terms. Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Section; (b) was rightfully known before disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prior written notice where legally permitted.
8. Limited Warranties and Disclaimers
8.1 CoopTools Warranty
CoopTools warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer's sole remedy for breach of this warranty is for CoopTools to use commercially reasonable efforts to correct the non-conformance.
8.2 Disclaimer
THE SERVICE IS PROVIDED "AS IS" EXCEPT AS EXPRESSLY WARRANTED HEREIN. COOPTOOLS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.3 Regulatory and Professional Disclaimer
THE SERVICE IS A DOCUMENTATION, WORKFLOW, AND CALCULATION TOOL. COOPTOOLS DOES NOT PROVIDE LEGAL, ENGINEERING, REGULATORY, OR FINANCIAL ADVICE. SPECIFICALLY:
- CoopRecover facilitates documentation for FEMA Public Assistance purposes. CoopTools makes no representation regarding FEMA eligibility determinations, reimbursement amounts, or the outcome of any PA claim. All eligibility and compliance determinations rest with FEMA and Customer.
- CoopEngineer calculators provide planning-level estimates using simplified methods. Results are not a substitute for analysis by a licensed professional engineer. Customer must verify all engineering data against applicable standards before use in construction or design.
- CoopDocs (CoopSign) facilitates electronic signatures. CoopTools makes no legal representation regarding the enforceability of any specific signature or document. Customer is responsible for ensuring that its use of electronic signatures complies with applicable law and is appropriate for the intended transaction.
- CoopAttach provides clearance-check tools based on configurable values. CoopTools makes no representation that configured values comply with any specific jurisdiction's adopted standards.
- CoopLand organizes easement and land-rights records and generates draft documents from Customer-supplied templates and data. CoopTools does not provide title examination, abstracting, surveying, or legal opinions regarding property rights. Customer is responsible for verifying all records and generated documents against official county records and for obtaining appropriate legal review.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Liability Cap
COOPTOOLS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.3 Essential Basis
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. COOPTOOLS WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS.
10. Term and Termination
10.1 Term
These Terms remain in effect for the duration of the Subscription Term and any renewals thereof.
10.2 Termination for Non-Renewal
Either party may elect not to renew the Subscription Term by providing written notice at least sixty (60) days before the end of the then-current term, as provided in Section 4.2.
10.3 Termination for Cause
Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) the other party becomes insolvent or subject to bankruptcy proceedings. If CoopTools terminates for Customer's cause, all unpaid fees for the remaining Subscription Term become immediately due. If Customer terminates for CoopTools's cause, CoopTools shall refund any prepaid fees for the unused portion of the Subscription Term.
10.4 Effect of Termination
Upon expiration or termination: (a) all rights granted to Customer terminate immediately; (b) Customer shall cease using the Service; (c) CoopTools will make Customer Data available for export as provided in Section 5.4; and (d) all payment obligations accrued prior to termination survive.
11. Dispute Resolution
11.1 Informal Resolution
Before initiating any formal dispute, the parties agree to attempt to resolve any dispute informally by providing written notice of the dispute and negotiating in good faith for at least thirty (30) days.
11.2 Arbitration
Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted by a single arbitrator in Louisville, Kentucky. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
11.3 Governing Law
These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-law principles. Subject to the arbitration provision above, the parties consent to the exclusive jurisdiction of the courts of Kentucky for any matters not subject to arbitration.
11.4 Class Action Waiver
Each party waives any right to bring or participate in a class action, collective action, or representative proceeding relating to these Terms or the Service.
12. Indemnification
12.1 By CoopTools
CoopTools shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, as provided by CoopTools, infringes a third party's intellectual property rights, provided Customer: (a) promptly notifies CoopTools of the claim; (b) gives CoopTools sole control of the defense; and (c) reasonably cooperates with CoopTools. CoopTools's obligations do not apply to infringement resulting from Customer's modification of the Service or use of the Service in combination with Customer Data.
12.2 By Customer
Customer shall defend, indemnify, and hold harmless CoopTools from any third-party claim arising from: (a) Customer Data, including any claim that Customer Data infringes a third party's rights; (b) Customer's breach of these Terms; or (c) Customer's use of the Service in violation of applicable law.
13. General Provisions
13.1 Entire Agreement
These Terms, together with the applicable Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, proposals, and representations. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the specific terms it expressly addresses, and these Terms govern in all other respects.
13.2 Amendments
CoopTools may update these Terms from time to time. CoopTools will provide at least thirty (30) days' notice of material changes. Continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms.
13.3 Assignment
Customer may not assign these Terms or any rights hereunder without CoopTools's prior written consent. CoopTools may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
13.4 Force Majeure
Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet outages, or third-party service failures, provided that the affected party provides prompt written notice and uses reasonable efforts to mitigate the impact.
13.5 Severability
If any provision of these Terms is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
13.6 Waiver
No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any right does not constitute a waiver of future enforcement rights.
13.7 Notices
All notices under these Terms shall be in writing and delivered by email (with written confirmation of receipt) or overnight courier to the addresses specified in the Order Form. Notices to CoopTools shall be sent to: seth@cooptools.io.
13.8 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.
13.9 Survival
Sections 5 (Customer Data), 6 (Intellectual Property), 7 (Confidentiality), 8.2 and 8.3 (Disclaimers), 9 (Limitation of Liability), 10.4 (Effect of Termination), 11 (Dispute Resolution), 12 (Indemnification), and 13 (General Provisions) survive any expiration or termination of these Terms.
Acceptance
By accessing the Service or executing an Order Form, Customer agrees to be bound by these Terms. Questions about these Terms may be directed to seth@cooptools.io.