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Cotopia Software End‑User License Agreement (EULA)

Last updated: November 2025

This End‑User License Agreement ("EULA") is a legally binding contract between you, the individual or entity who has acquired the software ("End‑User," "you," "your") and Cotopia, a Wyoming corporation ("Cotopia," "we," "us," "our").

This EULA governs your use of the Cotopia software product, its object code (and source code only if expressly provided under a separate written agreement), features, functionality, and any associated media, printed materials, and electronic documentation (collectively, the "Software").

BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE AND DELETE ALL COPIES IMMEDIATELY.

  1. Definitions
  • "Authorized Partner" means an Authorized Distributor or Authorized Reseller with a valid partnership agreement with Cotopia to market and sell Software licenses.
  • "Purchase Agreement" means the invoice, order form or transaction document between you and the Vendor (an Authorized Partner or Cotopia) specifying commercial terms, licensed software, License Fee, Term and permissible users/instances.
  • "License Fee" means fees you pay under the Purchase Agreement.
  • "Term" means the license duration specified in the Purchase Agreement.
  • "End‑User Data" means data you process or store using the Software.
  • "Confidential Information" has the meaning in Section 8.
  1. Role of Authorized Partners (Distributors & Resellers)
  • 2.1 Independent Entities. Authorized Partners are independent third parties and are not agents of Cotopia. Cotopia is not responsible for actions, omissions, representations or promises by an Authorized Partner except where Cotopia expressly agrees in writing to provide services directly to you.
  • 2.2 Commercial Terms. Billing, payment and refund matters are governed by your Purchase Agreement with the Vendor specified therein.
  • 2.3 Primary Support Contact. Your Authorized Partner is the primary support contact unless your Purchase Agreement states Cotopia will provide direct support. Cotopia may accept direct support requests from End‑Users only where Cotopia has expressly agreed in writing.
  1. License Grant and Scope of Use
  • 3.1 Grant. Subject to your compliance with this EULA and payment of License Fees, Cotopia grants you a limited, non‑sublicensable, non‑exclusive, non‑transferable license (except as allowed in your Purchase Agreement) to install and use the Software during the Term solely for your internal business or personal use.
  • 3.2 Scope. Use is limited by your Purchase Agreement (user counts, devices, servers, features). Any use beyond the purchased scope is a material breach.
  • 3.3 Documentation. You may make a reasonable number of copies of Documentation for internal use in support of permitted Software use.
  1. License Restrictions — Prohibited Uses Violation of these restrictions is a material breach and may result in termination.
  • 4.1 No Resale/Sublicensing/Distribution. You may not resell, rent, lease, lend, sublicense, assign, distribute or otherwise transfer the Software or rights under this EULA except as expressly permitted by a written Cotopia agreement.
  • 4.2 No Hosting/SaaS. You may not use the Software to provide commercial hosting, SaaS, or third‑party services unless you have a Cotopia‑approved White‑Label/OEM agreement granting those rights.
  • 4.3 No Modification/Reverse Engineering. You shall not modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except as permitted by applicable law.
  • 4.4 No Removal of Notices. Do not remove or alter any copyright, trademark or proprietary notices.
  • 4.5 No Benchmarking Disclosure. You may not publish performance or benchmark results without Cotopia’s prior written consent.
  • 4.6 No High‑Risk Use. Do not use the Software in hazardous environments requiring fail‑safe performance (e.g., life‑critical systems). Cotopia disclaims fitness for such uses.
  1. Fees, Audits and Verification
  • 5.1 Payment. Your right to use the Software is contingent on payment of License Fees to the Vendor in accordance with the Purchase Agreement.
  • 5.2 Audit Rights. Cotopia may audit your use of the Software no more than once in any 12‑month period with at least 15 days' prior written notice. Audits are limited to records reasonably necessary to verify compliance and occur during normal business hours. You will cooperate in good faith.
  • 5.3 Underpayments. If audit reveals underpayment, you shall promptly pay the shortfall. If underpayment exceeds 5% for the audited period, you shall reimburse Cotopia’s reasonable audit costs. Disputes will be resolved in good faith within 30 days; undisputed amounts remain payable.
  1. Support, Maintenance and Updates
  • 6.1 Support Channels. Your Authorized Partner is the primary support contact unless Purchase Agreement provides for direct Cotopia support. Cotopia’s direct support obligations to End‑Users exist only if expressly agreed in writing.
  • 6.2 Scope of Support. Support covers the Software as delivered by Cotopia and excludes: (a) modifications by you or third parties; (b) issues caused by your hardware or third‑party software; (c) use inconsistent with Documentation; and (d) unsupported versions per Cotopia policy.
  • 6.3 Updates. Cotopia may provide updates, patches or new versions at its discretion. Receiving support may require installation of updates. Updates are governed by this EULA.
  1. Feedback, Bug Reports and Security Disclosures
  • 7.1 Reporting. General bug reports and feature requests: repository or partner channels; security vulnerabilities: responsible disclosure via support@cotopia.org. Do not publicly post vulnerabilities before coordination.
  • 7.2 Ownership of Feedback. By submitting Feedback you grant Cotopia a perpetual, irrevocable, royalty‑free, worldwide, transferable license to use, reproduce, modify and exploit Feedback for any purpose. This does not transfer pre‑existing rights you retain.
  • 7.3 No Obligation. Cotopia is not required to act on, implement, or fix Feedback.
  1. Intellectual Property, Confidentiality and Rights
  • 8.1 Ownership. Cotopia and its licensors retain all right, title and interest in Software, Documentation and Cotopia trademarks. Software is licensed, not sold.
  • 8.2 Confidentiality. You agree the Software, non‑public features, performance data and Purchase Agreement terms are Cotopia Confidential Information. You will not disclose Confidential Information except (a) to employees or contractors who need access for permitted use and are bound by equivalent confidentiality obligations, or (b) as required by law (with prior notice to the extent permitted).
  • 8.3 Survival. Confidentiality survives termination for five (5) years, except trade secrets which survive while they remain trade secrets.
  1. Term and Termination
  • 9.1 Term. This EULA is effective for the Term in your Purchase Agreement.
  • 9.2 Termination for Breach. Cotopia may terminate immediately for material breach (including unauthorized hosting/distribution) or if you fail to cure a material breach within 30 days of notice (7 days for nonpayment or severe security breaches).
  • 9.3 Effect of Termination. Upon termination you must cease using the Software and destroy or return all copies. Cotopia may provide a wind‑down period (typically up to 30 days) to export End‑User Data, at Cotopia’s discretion.
  • 9.4 Survival. Sections 4, 5, 7, 8, 10, 11, 12, 13 survive termination.

  1. Warranty Disclaimer THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COTOPIA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON‑INFRINGEMENT. COTOPIA DOES NOT WARRANT THE SOFTWARE IS ERROR‑FREE, SECURE OR UNINTERRUPTED.

  2. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COTOPIA, ITS AFFILIATES OR LICENSORS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING FROM THIS EULA OR SOFTWARE, EVEN IF ADVISED OF POSSIBILITY.

COTOPIA'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR (A) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) BREACH OF CONFIDENTIALITY OR DATA‑PROTECTION OBLIGATIONS, OR (C) LIABILITY THAT CANNOT BE LIMITED BY LAW.

  1. Indemnification You will indemnify, defend and hold Cotopia harmless from claims, damages, losses and expenses (including reasonable attorneys’ fees) arising from: (a) your breach of this EULA; (b) your negligent or willful misconduct; (c) use outside the licensed scope; or (d) infringement resulting from your modifications or combinations with third‑party products.

  2. Data Collection and Privacy

  • 13.1 Data Collected. The Software may collect data for license validation, security and analytics (system info, IP address, feature usage). Collected data is handled in accordance with Cotopia’s Privacy Policy, incorporated by reference.
  • 13.2 Data Processing. If Cotopia processes personal data on your behalf, the Parties will execute a DPA consistent with applicable laws. Cotopia will notify you without undue delay and in any case within 72 hours of becoming aware of a Personal Data Breach where Cotopia is processor.
  • 13.3 Your Obligations. You are responsible for complying with applicable privacy laws in your use of the Software and for data collected from your users.

  1. Third‑Party Software and Open Source Components The Software may include third‑party or open‑source components governed by separate licenses. Lists of such components and applicable licenses will be made available in Documentation or on request. Use of those components is subject to their licenses.

  2. U.S. Government End‑Users If you are a U.S. Government end‑user, Software and Documentation are "Commercial Items" under 48 C.F.R. §2.101 and licensed with the rights in this EULA.

  3. Export Controls and Sanctions You will comply with all export and sanctions laws. You will not export or re‑export the Software to embargoed or sanctioned countries, persons or entities.

  4. Governing Law; Dispute Resolution This EULA is governed by the laws of the State of Wyoming excluding its choice‑of‑law rules. Parties will attempt amicable resolution for 30 days. If unresolved, disputes may be litigated in state or federal courts in Wyoming. Cotopia may seek injunctive relief in any court to protect its IP or Confidential Information.

  5. Miscellaneous

  • Entire Agreement. This EULA, your Purchase Agreement, and any executed DPA or written support agreement constitute the entire agreement regarding the Software. Conflicting terms in a Purchase Agreement controlling the specific license shall govern to the extent they expressly amend this EULA.
  • Severability. If a provision is invalid, the remainder remains in effect to the fullest extent permitted.
  • Waiver. No waiver is effective unless in writing signed by an authorized representative.
  • Assignment. You may not assign this EULA without Cotopia’s prior written consent except in connection with a merger or sale where assignee assumes obligations.
  • Notices. Notices to Cotopia must be sent to support@cotopia.org.

  1. Contact Information For EULA questions, security reports or legal matters: Cotopia
    Attn: Legal Department
    Email: support@cotopia.org

  2. Acknowledgement BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.