TERMS OF SERVICE

Last Updated: December 5, 2023

Thank you for using the Copia Platform (as defined below), a real-time, and whenever possible advanced, local, supply and demand platform that allows businesses and organizations with excess or surplus items to connect with recipient agencies that are prepared to consume or repurpose them.

To be eligible to register for a Copia account and use the Copia Platform, you must review and accept the terms of this Copia Terms of Service (this “Agreement” or these “Terms”) by clicking the terms of service checkbox or other mechanism provided within the online registration process. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE COPIA PLATFORM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH GO COPIA, PBC (“Copia”).  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I AGREE…” CHECKBOX AND YOU SHOULD NOT USE THE COPIA PLATFORM.

In this Agreement, “you,” “your” and “Customer” will refer to you. If you are registering for a Copia account or using the Copia Platform on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Copia that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization).

Copia may revise these Terms from time to time. If Copia does revise these Terms, the revised Terms will supersede prior versions. Revisions will be effective upon the effective date indicated at the top of these Terms, unless you have purchased a paid subscription to the Copia Platform, in which case such revisions will be effective upon the next renewal of your subscription. Copia will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address Copia has on file. For other revisions, Copia will update the effective date of these Terms at the top of the page. Copia encourages you to check the effective date of these Terms whenever you visit Copia’s website or account portal. Your continued access or use of the Copia Platform constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using the Copia Platform and Copia is not obligated to provide you with the Copia Platform.

IMPORTANT NOTES:

  • COPIA DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE COPIA PLATFORM, AND THESE TERMS LIMIT COPIA’S LIABILITY TO YOU.
  • COPIA USES INDEPENDENT THIRD-PARTY DELIVERY SERVICE PROVIDERS WHO PROVIDE FOOD RECOVERY AND DELIVERY SERVICES TO OUR USERS. IT IS UP TO EACH DELIVERY PROVIDER TO PERFORM SUCH DELIVERY SERVICES. THE DONORS AVAILABLE THROUGH OUR SERVICES ALSO OPERATE INDEPENDENTLY OF THE COMPANY. THE COMPANY WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY DELIVERY PROVIDER, RECIPIENT AGENCY OR DONOR. THE COMPANY IS NOT RESPONSIBLE FOR THE DONORS’ FOOD PREPARATION OR SAFETY AND DOES NOT VERIFY THEIR COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS BY ANY THIRD-PARTY DONOR, RECIPIENT AGENCY, OR DELIVERY PROVIDER, OTHER THAN AS STATED HEREIN.
  • FURTHER, YOU ACKNOWLEDGE AND AGREE THAT COPIA IS NOT AN OWNED AND OPERATED COURIER PROVIDER. THROUGH THE SERVICE, COPIA OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD-PARTY COURIER SERVICES; IT DOES NOT ITSELF PROVIDE SUCH SERVICES OR ACT IN ANY WAY AS A COURIER, AND HAS NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR SUCH COURIERS OR THEIR PICKUP, STORAGE, HANDLING, OR DELIVERY OF GOODS. YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT COPIA DOES NOT EMPLOY ANY SUCH COURIERS AND THAT THEY OPERATE AS INDEPENDENT THIRD PARTIES.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Copia for the Copia Platform.
“Order Form” means an order form, online order page or other similar document that sets forth the components of the Copia Platform to which Customer is obtaining a subscription, applicable subscription term, pricing therefor and other relevant terms, and that references this Agreement.
“Copia Platform” means the food and goods donation platform made available by Copia, including Copia’s associated mobile-apps, and all related documentation, software and intellectual property provided by Copia in relation thereto.

2. Copia Platform

2.1 Provision of Copia Platform. Subject to the terms and conditions of this Agreement, Copia will use commercially reasonable efforts to make the Copia Platform available to Customer pursuant to this Agreement, and hereby grants Customer a non-exclusive right to access and use the Copia Platform for its internal business purposes to manage account profiles, application and device assignments and onboarding and offboarding events.

2.2 Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:

(a) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Copia Platform;

(b) attempt to probe, scan or test the vulnerability of the Copia Platform, breach the security or authentication measures of the Copia Platform without proper authorization or wilfully render any part of the Copia Platform unusable;

(c) attack, or attempt to attack, the Copia Platform using a denial-of-service attack, a distributed denial-of-service attack or any other attack;

(d) use or access the Copia Platform to develop a product or service that is competitive with Copia’s products or Product;

(e) use the Copia Platform to engage in any misleading or deceptive comparisons involving the Copia Platform or other products or services; or

(f) otherwise use the Copia Platform (i) to engage in any illegal activity, (ii) to infringe or violate any third party rights, or (iii) otherwise outside the scope expressly permitted hereunder and in the applicable Order Form.

(g) use the Copia Platform to donate or submit a request to donate any of the following items: (i) fireworks; (ii) firearms, weaponry, ammunition, and their parts; (iii) alcoholic drinks more than 0.5% ABV; (iv) tobacco/vape products; (v) prescription medicines; (vi) CBD products; (vii) illegal Items; (viii) any other item that is prohibited for delivery without a permit or license under applicable local laws.

2.3 Customer Responsibilities. Customer will (a) be responsible for all use of the Copia Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Copia Platform and notify Copia promptly of any such unauthorized access or use, (c) ensuring that its contact information is accurate and includes, but is not limited to, Customer’s: addresses, phone numbers, email addresses, pick up instructions, drop-off instructions, other information relevant to its organization or operation and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Copia Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Copia will have no liability for such failure.

2.4 Usage Limitations. Your use of the Copia Platform may be subject to usage limitations. Usage limitations may include (among other things) a description of the specific product or service, the initial term of your subscription, a specified number of concurrent users, a maximum amount of allotted storage, or other limitations. If your use of the Copia Platform exceeds a usage limitation or otherwise requires the payment of additional fees, you may be billed for such usage and you agree to pay the additional fees.

2.5 Communications. You may receive email marketing communications with updates and other information regarding the Company and our Services by providing us with your email or creating an account. You can opt out of receiving marketing or promotional emails from us by using the opt-out or “unsubscribe” instructions provided in the communication. You may not opt out of Service-related communications (e.g., transactional communications, changes/updates to features of the Copia Platform, technical and security notices).

2.6 Recipient Specific Terms. To the extent you are using the Copia Platform to receive excess food and non-food items (a “Recipient Agency”), you acknowledge and agree to the terms contained in the [Recipient Agreement], which are incorporated into this Agreement by reference.

2.7 Donor Specific Terms. To the extent you are using the Copia Platform to donate excess food and non-food items (a “Donor”), you acknowledge and agree to the terms contained in the [Donor Agreement], which are incorporated into this Agreement by reference.

3. Fees

3.1 Fees. If Customer has purchased a subscription or has otherwise agreed to pay any fees in an Order Form, Customer will pay Copia the fees set forth in the applicable Order Form. Copia may change the fees it charges for the Services, including but not limited to, delivery fees (including actual charges and additional vehicles), service fees, and technology fees based on demand, donation attributes, and/or other factors. Delivery fees during checkout or in an applicable Order Form are estimated based on Delivery Service Provider quotes available to Copia. Upon delivery completion, Copia will apply actual charges to the total order amount. Your payment method may be temporarily authorized for the amount shown at checkout. In situations where your total order amount turns out to be higher than the original amount shown, including but not limited to, special requests, added items, added vehicles, or weight adjustments, Copia reserves the right to charge your payment method the newly adjusted total amount.

3.2 Payment. All fees are quoted and payable in United States dollars, all payment obligations are non-cancelable and, except as expressly set forth herein, all fees paid are non-refundable. If Customer has selected a payment plan and provided its payment information to Copia, then Customer (a) represents and warrants to Copia that such information is true and that Customer is authorized to use the payment instrument, (b) will promptly update its account information with any changes to its payment instrument information, and (c) hereby authorizes Copia (including through its payment processor, in which case Customer hereby agrees to the applicable terms and policies of such payment processor) to bill your payment instrument in advance in accordance with the terms of the applicable payment plan. If Customer is paying the fees set forth in an Order Form by invoice, then all fees are due within thirty (30) days of the date of the invoice, unless otherwise indicated on invoice. If Customer is overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then Copia may assess a late fee and/or suspend Customer’s account until Customer pays the amount Customer is overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less. You agree to reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.

3.3 Net of Taxes. All applicable use, sales and other similar taxes and government charges will be payable by Customer. Customer will not withhold any taxes from any amounts due to Copia.

4. Proprietary Rights and Confidentiality

4.1 Copia’s Ownership Rights. As between the parties, Copia exclusively owns all right, title and interest in and to the Copia Platform. Except for the express rights granted hereunder, Copia reserves all rights, title and interests in and to the Copia Platform and Copia’s Confidential Information.

4.2 Feedback. Customer may from time to time provide Copia suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Copia Platform. Copia will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Copia will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

4.4 Aggregated Information. Notwithstanding anything to the contrary, Copia shall have the right to aggregate, collect and analyze data and other information relating to the provisioning, use and performance of the Copia Platform and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Copia Platform and other Copia offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Warranties and Disclaimers

5.1 Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Copia to use the same as contemplated hereunder.

5.2 DISCLAIMER.

(a) THE COPIA PLATFORM AND ANY BETA SERVICES (AS DEFINED BELOW) IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. COPIA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE COPIA PLATFORM AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, COPIA DOES NOT WARRANT THAT THE COPIA PLATFORM OR BETA SERVICES WILL BE ERROR-FREE OR THAT IT WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
(b) FURTHER, COPIA DOES NOT CONTROL, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COPIA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE FOREGOING INCLUDES ANY DELIVERY PROVIDERS SCHEDULED THROUGH THE USE OF THE SERVICE, WHICH ARE ENTIRELY THE RESPONSIBILITY OF THE DELIVERY PROVIDERS WHO PROVIDES SUCH COURIER SERVICES TO YOU.
(c) WITHOUT LIMITING ANYTHING SET FORTH ELSEWHERE IN THIS AGREEMENT, COPIA MAY INTRODUCE YOU TO THIRD PARTY COURIERS FOR THE PURPOSES OF PROVIDING COURIER SERVICES. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY COURIERS AND YOU EXPRESSLY WAIVE AND RELEASE THE COPIA FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY COURIERS. COPIA WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICE (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE COPIA FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5.3 BETA SERVICES. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH COPIA WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY COPIA. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. CUSTOMER OR COPIA MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA SERVICES AT ANY TIME.

6. Indemnification

Customer will indemnify, defend and hold harmless Copia against any claim made or brought against Copia by a third party arising out of or relating to Customer’s use or misuse of the Copia Platform. Copia will cooperate as reasonably required in the defense of any such claim, at Customer’s expense. Copia reserves the right, at Customer’s expense, to retain separate counsel for itself in connection with any such claim or, if Customer has not responded reasonably to such claim, to assume the exclusive defense and control of such claim. Customer will also be liable to Copia for any costs and attorneys’ fees Copia incurs to successfully establish or enforce Copia’s right to indemnification under this Section.

7. Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL COPIA BE LIABLE TO CUSTOMER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF COPIA HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

8. Termination

8.1 Term. The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.

8.2 Termination and Suspension. You may terminate your account at any time through the account management tools made available through the Copia Platform. Copia may terminate or suspend your account in the event you commit any material breach of any provision of this Agreement and fail to fix that breach within five (5) days after written notice of that breach. Copia may also terminate or suspend your account immediately for cause if: (a) there is reason to believe the traffic created from your use of the Copia Platform or your use of the Copia Platform is fraudulent or negatively impacting the operating capability of Copia Platform; or; or (b) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If Copia suspends your account, Copia will make a reasonable attempt to notify you. Copia may also terminate your access to any component of the Copia Platform and/or your account (i) for convenience or (ii) if it determines, in its sole discretion, that providing the Copia Platform is prohibited by law or has become impractical or unfeasible for any legal or regulatory reason; provided that if you have subscribed to any portion of the Copia Platform and Copia has terminated this Agreement for convenience (in accordance with Section 8.2(i)), in Copia’s election, either (i) such termination will be effective upon expiration of your subscription or (ii) Copia will provide you with a pro rata refund of prepaid fees based on the amount of time remaining in your subscription term. Except as expressly set forth above, no refund will be provided in the event of any suspension or termination of your account or access to any component of the Copia Platform.
8.3 Survival. Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9. General

9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Copia Platform.

9.2 Publicity. Customer agrees that Copia may refer to Customer’s name and trademarks in Copia’s marketing materials, the Copia Platform or Copia’s website or other publicity. You may not make any public statements including, without limitation, press releases or public announcements regarding the Services or this Agreement without first obtaining written consent from Copia.

9.3 Assignment; Delegation. This Agreement, and any rights and licenses granted hereunder, may be transferred or assigned by you only with express written consent from Copia, and may be assigned by Copia without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

9.4 Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Copia’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Governing Law; Arbitration. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (‘‘JAMS’’) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief.

9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, electronic delivery or by overnight delivery. Notices to Customer must be sent to Customer’s email or other address as set forth in Customer’s account information. Notices to Copia must be sent to the following address: Go Copia, PBC, 1968 S Coast Hwy, #3912, Laguna Beach, CA 92651, Attn: Legal or by electronic delivery to legal@gocopia.com.

9.9 Entire Agreement. This Agreement (including all Order Forms) comprises the entire agreement between Customer and Copia with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Copia, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.10 Force Majeure. Copia will not be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.11 Interpretation. For purposes hereof, “include”, “includes”, “including”, or any variation thereof shall always be construed as if followed by the words “without limitation”.

Copia is the leading technology-enabled surplus recovery service, empowering businesses to easily distribute their surplus. National brands across the US work with Copia to reduce food insecurity in the communities where they operate, help reduce their greenhouse gas emissions, and boost their profitability.

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