Terms of Service

Effective date: August 5, 2026

These Terms of Service (the "Terms") are an agreement between CoPilot AI [legal entity name] ("Repsmith," "we," "us") and the organization that creates a Repsmith workspace or otherwise uses the service ("Customer," "you"). By creating a workspace, clicking accept, or using Repsmith, the person doing so confirms they have authority to bind the Customer. Repsmith is a business tool and is offered only for business use.

1. The service

Repsmith connects, with your authorization, to your calendar, meeting, and messaging tools; reads the text transcripts of your recorded sales meetings; scores them against coaching playbooks you configure; and delivers short coaching messages to your sales representatives (through the "Smitty" sender in Slack, Microsoft Teams, or email), along with related analytics for your admins and managers. Repsmith processes text transcripts only — it does not join, record, or store audio or video of meetings.

2. Your responsibilities — including recording consent

• Lawful recordings. Repsmith analyzes transcripts of calls that you record with your own tools. You are solely responsible for ensuring those recordings and transcripts are made lawfully — including obtaining any consent required from call participants under applicable call-recording and wiretap laws — and for having the right to share them with us for processing.
• Workforce transparency. You are responsible for any notice to, or consent from, your personnel that applicable employment and privacy law requires for the use of a coaching tool that analyzes their work calls.
• Your accounts. Keep credentials confidential; you are responsible for activity under your workspace. Admins control integrations, playbooks, member enrollment, retention settings, and visibility.
• Accurate configuration. Coaching quality depends on the playbooks, rules, and audiences you configure.

3. Subscriptions, fees, and trials

• Fees are charged per active tracked member per month as described at purchase, billed through Stripe, and auto-renew each billing period until cancelled. Taxes are additional where applicable.
• You may cancel at any time, effective at the end of the current billing period; fees already paid are non-refundable except where required by law.
• Trial or beta features are provided "as is," may change or end at any time, and may be subject to additional terms.
• We may change pricing with at least 30 days' notice, effective at your next renewal.

4. Customer Content

"Customer Content" means the data processed on your behalf — meeting metadata, transcripts, and coaching outputs. You own your Customer Content. You grant us the limited rights needed to host, process, transmit, and display it solely to provide and secure the service, consistent with our Privacy Policy. We do not use Customer Content to train AI models, and we do not sell it. You can export Customer Content during the subscription and for 30 days after termination, after which we delete it.

5. AI outputs — important disclaimer

Coaching messages, tracker scores, and analytics are generated by artificial intelligence from imperfect transcripts. They may be incomplete, inaccurate, or wrong, and evidence quotes may occasionally be misattributed. Outputs are provided for informational coaching purposes only; they are not professional advice, and they should not be used as the sole basis for employment decisions — compensation, discipline, or termination — about any person. You are responsible for human review of any consequential decision.

6. Acceptable use

You will not: use Repsmith in violation of law or others' rights; upload content you lack rights to; attempt to access other customers' data; reverse engineer, probe, or disrupt the service; use the service to develop a competing product; resell access without our written agreement; or use outputs to violate anyone's employment or privacy rights.

7. Third-party services

Repsmith interoperates with services you choose to connect — such as Zoom, Google, Microsoft, Slack, and Stripe. Those services are governed by their own terms and policies, may change or restrict their APIs, and are not under our control. We are not responsible for third-party services, though we will make reasonable efforts to adapt to their changes.

8. Intellectual property

We own the service, including software, models' orchestration, playbook templates we supply, and the Repsmith and Smitty names and branding. You receive a limited, non-exclusive, non-transferable right to use the service during your subscription. If you send us feedback, we may use it without obligation. Playbooks and coaching-skill text that you author are your Customer Content.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and disclose it only to those who need it and are bound by comparable obligations, or where required by law with notice where lawful.

10. Data protection

Our processing of personal information is described in the Privacy Policy. A Data Processing Addendum (including subprocessor terms and international transfer safeguards) is available on request at [email protected] and, once executed, forms part of these Terms.

11. Warranties and disclaimers

We warrant that we provide the service with reasonable skill and care. Otherwise, the service is provided "as is" and "as available," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free, or that AI outputs will be accurate.

12. Limitation of liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data; and each party's total aggregate liability arising out of or related to these Terms is capped at the fees paid or payable by Customer in the 12 months before the event giving rise to the claim. These limits do not apply to a party's breach of Section 9 (Confidentiality), Customer's breach of Section 2 (recording consent) or Section 6 (Acceptable use), either party's indemnity obligations, or liability that cannot be limited by law.

13. Indemnity

Customer will defend and indemnify us against third-party claims arising from Customer Content, Customer's recordings or lack of required consents, or Customer's unlawful use of the service. We will defend and indemnify Customer against third-party claims that the service, as provided by us and used as permitted, infringes their intellectual-property rights, with the usual exclusions and remedies (modify, replace, or refund prepaid unused fees).

14. Suspension and termination

Either party may terminate for material breach not cured within 30 days of notice. We may suspend access immediately where needed to protect the service, other customers, or to comply with law, with notice as soon as practicable. On termination, your right to use the service ends; Section 4 governs export and deletion of Customer Content; and sections that by nature survive (including 4, 5, 8, 9, 11, 12, 13, 15) survive.

15. General

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein, and the courts of Vancouver, British Columbia have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction. [Confirm venue/arbitration preference with counsel.] Neither party is liable for delay or failure caused by events beyond its reasonable control. You may not assign these Terms without our consent except to an affiliate or in connection with a merger or sale; we may assign to an affiliate or successor. If any provision is unenforceable, the rest remain in effect. These Terms plus any order form and executed DPA are the entire agreement and supersede prior discussions. We may update these Terms with at least 30 days' notice for material changes; continued use after the effective date constitutes acceptance.

16. Contact

[email protected] · Repsmith, a CoPilot AI product · [street address], Vancouver, BC, Canada