Terms of Service

Effective Date: The date you accept this Agreement (as defined below)

This Agreement is between Coin-Op Technologies ltd, Company Number 15845409, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (“Provider,” “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”).

1. Agreement Formation and Acceptance

1.1 Acceptance Methods

This Agreement between the service provider (“Provider,” “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”) may be formed and accepted by any of the following methods:

a) Electronic Acceptance: By clicking “I Accept,” “I Agree,” or similar button when registering for or accessing the Services through our website or platform;

b) Order Form Execution: By executing a separate Order Form that references this Agreement, signed by authorized representatives of both parties;

c) Use of Services: By accessing or using the Services after being presented with this Agreement or after your free trial period expires;

d) Payment: By providing payment information and proceeding with a purchase of the Services.

1.2 Authority and Representations

By accepting this Agreement through any method above, you represent and warrant that:

You are at least 18 years of age;
You have the legal capacity and authority to bind yourself or the entity you represent to this Agreement;
If accepting on behalf of an entity, you have been duly authorized by such entity to act on its behalf;
You are accepting this Agreement for business purposes and not as a consumer;
All information provided to us is accurate, current, and complete.

1.3 Electronic Signatures

You agree that electronic signatures, whether digital or encrypted, of the parties included in this Agreement or any Order Form are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

2. Services

2.1 Provision of Services

Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable right to access and use the cloud-based software services and platform (“Services”) during the Subscription Term solely for Customer’s internal business purposes.

2.2 Service Availability

Provider shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

Planned maintenance (with reasonable advance notice where practicable)
Unscheduled emergency maintenance
Force Majeure Events
Service Level Agreements, if any, shall be as specified in an applicable Order Form or as otherwise agreed in writing

2.3 Updates and Modifications

Provider reserves the right to update, modify, or discontinue features of the Services at any time, provided that such changes do not materially reduce the core functionality of the Services during your Subscription Term.

2.4 Free Trials and Beta Services

Free Trials: Any free trial is provided “AS IS” without warranty of any kind. Provider may terminate free trials at any time without notice. No service levels, support commitments, or liability provisions apply during free trials.
Beta Services: Beta features are experimental and may be modified or removed without notice. Beta Services are provided “AS IS” without warranty, and Customer’s use is at its own risk.
Limitations: Free trial and Beta Services may have limited features, usage caps, or data retention periods as specified at signup.

3. Account Management

3.1 Account Creation and Security

Customer is responsible for maintaining the confidentiality of all account credentials, including usernames, passwords, and API keys
Customer must use strong passwords and enable two-factor authentication where available
Customer shall immediately notify Provider of any unauthorized use or suspected breach of account security
Customer is liable for all activities occurring under its account credentials

3.2 User Management

Customer may create user accounts up to the number specified in the applicable subscription plan or Order Form
Customer shall ensure all users comply with this Agreement and acceptable use policies
Account credentials may not be shared between users
Customer must promptly deactivate accounts of users who no longer require access

3.3 Account Monitoring and Support Access

Provider reserves the right to:

Monitor account usage for security, performance, and compliance purposes
Implement reasonable usage limits to prevent abuse
Suspend or restrict access for violations of this Agreement
Temporarily access Customer accounts for support purposes when requested by Customer or when necessary to diagnose and resolve technical issues

3.4 Support Access Safeguards

When Provider staff access Customer accounts for support:

Access is logged and time-limited
Staff must have a legitimate support reason for access
Access permissions are automatically reviewed and removed after support completion
Customer may request audit logs of support access upon reasonable request

4. Customer Responsibilities and Obligations

4.1 General Responsibilities

Customer is solely responsible for:

Ensuring adequate internet connectivity and compatible hardware/software for accessing the Services
Proper configuration and use of the Services
The accuracy, quality, and legality of Customer Data
Obtaining all necessary rights and consents for Customer Data
Maintaining appropriate backup copies of Customer Data

4.2 Legal Compliance

Customer shall:

Comply with all applicable laws and regulations in its use of the Services
Not use the Services in any jurisdiction where prohibited by law
Comply with all applicable export control and sanctions laws
Ensure compliance with all applicable data protection and privacy laws
Not use the Services for any regulated industry requiring specific compliance (e.g., healthcare, financial services) unless explicitly permitted in an Order Form

4.3 Prohibited High-Risk Use

Customer shall not use the Services for:

Life support or life-critical applications
Nuclear facilities, aircraft navigation, or communication systems
Weapons systems or military applications
Any use where failure could lead to death, personal injury, or environmental damage
Any other High-Risk Activities without Provider’s prior written consent and appropriate safeguards

5. Payment Terms

5.1 Fees

Customer shall pay all applicable fees as follows:

Self-Service Customers: Fees are as displayed on our website at the time of purchase
Enterprise Customers: Fees are as specified in the applicable Order Form
All fees are non-refundable except as expressly provided in this Agreement

5.2 Payment Methods

Unless otherwise specified in an Order Form:

Credit Card Payment (Default): Customer authorizes Provider to automatically charge the credit card or payment method on file for all Fees when due
Invoice Payment: Only available when agreed in an Order Form, with payment due within 30 days of invoice date
Wire Transfer: Only available when specified in an Order Form

5.3 Auto-Renewal

Unless otherwise specified in an Order Form:

Subscriptions automatically renew for successive periods equal to the initial term
Renewal occurs unless either party provides written notice of non-renewal at least 30 days before the current term expires
Renewal fees will be at Provider’s then-current rates unless otherwise agreed in an Order Form

5.4 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and government charges (excluding Provider’s income taxes).

5.5 Late Payment

Self-Service: Provider may immediately suspend Services for non-payment
Enterprise/Invoice: Interest accrues at 4% per annum above the Bank of England base rate on overdue amounts after 30 days

5.6 Refunds

All payments are non-refundable. No refunds will be provided for any reason, including but not limited to termination of this Agreement, downgrade of services, or dissatisfaction with the Services.

6. Restrictions and Acceptable Use

6.1 General Restrictions

Customer shall not, and shall not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
Copy, modify, or create derivative works of the Services
Use automated tools, scripts, or bots to access the Services without prior written consent
Share, transfer, or provide account credentials to unauthorized parties
Remove, alter, or obscure any proprietary notices
Use the Services to develop competitive products
Exceed authorized usage limits or quotas
Use the Services for any unlawful purpose or in violation of any applicable laws

Each user account is for a single named individual. Customer may not:

Share login credentials between multiple users
Create generic, departmental, or shared user accounts
Allow former employees or contractors to continue accessing accounts

6.3 Suspension Rights

Provider may immediately suspend access to the Services if Customer:

Violates any provision of this Section 6
Fails to pay undisputed Fees when due
Uses the Services in a manner that poses a security risk or may harm other customers
Is subject to bankruptcy or insolvency proceedings

7. Data Protection, Privacy and Security

7.1 Compliance

Each party shall comply with its obligations under applicable data protection laws, including UK GDPR, the Data Protection Act 2018, and where applicable, CCPA/CPRA or other US state privacy laws.

7.2 Data Processing Agreement

Before submitting Personal Data to the Services, Customer must enter into Provider’s Data Processing Agreement (“DPA”) if required by applicable law. The DPA is available at [URL] or upon request. Provider will process Personal Data only in accordance with Customer’s documented instructions and applicable law.

7.3 Security Measures

Provider shall:

Implement and maintain appropriate technical and organizational measures to protect Customer Data
Maintain industry-standard security practices including encryption at rest and in transit
Conduct regular security assessments and vulnerability testing
Maintain appropriate access controls and authentication mechanisms

7.4 Security Incidents

Provider shall notify Customer without undue delay (and in any event within 72 hours) upon becoming aware of any Security Incident affecting Customer Data
Provider shall cooperate with Customer in investigating and remediating Security Incidents
Provider maintains incident response and disaster recovery procedures

7.5 Audit Rights

For Customers with an executed Order Form only, upon reasonable written request and not more than once per year, Provider shall make available to Customer information necessary to demonstrate compliance with its security obligations, which may be satisfied by providing relevant security certifications, audit reports, or questionnaire responses.

7.6 Data Retention and Backup

Provider maintains regular backups of Customer Data
Backup and retention periods are as specified in the Documentation or Order Form
Provider maintains reasonable disaster recovery and business continuity procedures

7.7 Cookies and Tracking

By using the Services, Customer acknowledges and agrees to Provider’s use of cookies and similar tracking technologies as described in Provider’s Cookie Policy, which may be updated from time to time.

8. Intellectual Property

8.1 Provider IP

Provider retains all right, title, and interest in and to the Services, including all software, technology, and related intellectual property rights.

8.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants Provider a limited license to use Customer Data solely to provide the Services and as otherwise permitted in this Agreement.

8.3 Feedback

Any feedback, suggestions, or recommendations provided by Customer may be used by Provider without restriction or compensation.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party warrants that it:

Has the legal power and authority to enter into this Agreement
Will comply with all applicable laws in performing under this Agreement

9.2 Service Warranty

Provider warrants that the Services will perform materially in accordance with the applicable Documentation. Any Service Level Agreement shall be Customer’s exclusive remedy for any failure to meet service availability commitments.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Cap on Liability

Except for Excluded Claims, each party’s total aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid or payable by Customer in the 12 months preceding the claim.

10.2 Consequential Damages Waiver

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use.

10.3 Excluded Claims

The limitations above do not apply to:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Breach of Section 6 (Restrictions)
Breach of Confidentiality obligations
Any liability that cannot be limited under applicable law

11. Indemnification

11.1 By Provider

Provider shall defend and indemnify Customer against third-party claims that Customer’s authorized use of the Services infringes any patent, copyright, or trademark, excluding claims arising from:

Customer Data or Customer’s breach of this Agreement
Use of Services in combination with third-party products not approved by Provider
Modifications to the Services not made by Provider
Use of Services after Provider has notified Customer of potentially infringing use

11.2 Infringement Remedies

If the Services become or may become subject to an infringement claim, Provider may, at its option and expense: a) Procure the right for Customer to continue using the Services; b) Replace or modify the Services to be non-infringing while maintaining materially equivalent functionality; or c) If neither (a) nor (b) is commercially reasonable, terminate the Agreement and refund any prepaid, unused Fees.

11.3 By Customer

Customer shall defend and indemnify Provider against third-party claims arising from:

Customer Data or content uploaded by Customer
Customer’s breach of this Agreement
Customer’s use of the Services in violation of applicable law
Customer’s use of the Services in combination with third-party products or services

11.4 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) provide reasonable cooperation; and (c) allow the indemnifying party sole control of defense and settlement. The indemnifying party shall not settle any claim that admits fault or imposes obligations on the indemnified party without prior written consent.

12. Confidentiality

12.1 Definition

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or should reasonably be considered confidential given the nature of the information and circumstances of disclosure.

12.2 Obligations

The Recipient shall:

Not use Confidential Information except to exercise rights and perform obligations under this Agreement
Not disclose Confidential Information to third parties except as permitted herein
Protect Confidential Information using at least the same degree of care used for its own confidential information, but no less than reasonable care

12.3 Exceptions

Obligations in Section 12.2 do not apply to information that:

Is or becomes publicly available through no breach by Recipient
Was rightfully known by Recipient without confidentiality obligations
Is independently developed by Recipient without use of Confidential Information
Is rightfully received from a third party without breach of confidentiality obligations
Must be disclosed by law or court order (with prompt notice to Discloser where permitted)

12.4 Permitted Disclosures

Recipient may disclose Confidential Information to employees, agents, and advisors who need to know and are bound by confidentiality obligations at least as protective as these terms.

12.5 Duration

Confidentiality obligations survive termination of this Agreement for five years, except for trade secrets which remain protected as long as they qualify as trade secrets.

13. Term and Termination

13.1 Subscription Term

Self-Service: Month-to-month or annual terms as selected at purchase
Enterprise: As specified in the Order Form
Automatic renewal unless either party provides 30 days’ notice of non-renewal

13.2 Termination for Cause

Either party may terminate immediately for the other party’s material breach that remains uncured for 30 days after written notice (or immediately for non-curable breaches).

13.3 Effect of Termination

Upon termination:

Customer’s access to the Services ceases immediately
Each party shall return or destroy the other party’s Confidential Information
Customer may request data export within 30 days
Provider may delete Customer Data after 60 days unless otherwise required by law

14. Assignment and Transfer

14.1 Assignment Rights

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent:

To an affiliate
In connection with a merger, acquisition, or sale of all or substantially all of its assets

14.2 Change of Control

Any permitted assignment shall not relieve the assigning party of its obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

15. General Provisions

15.1 Notices

Email Notice: Notices may be provided via email to the address associated with Customer’s account or as specified in an Order Form
Electronic Communications: Customer consents to receive electronic communications from Provider
Legal Notices to Provider: Coin-Op Technologies ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, hello@responsehub.ai
Method of Notice: For self-service customers, modifications to this Agreement will be made by updating the Agreement on Provider’s website without separate notice. For enterprise customers with Order Forms, modifications will be notified via email.

15.2 Entire Agreement

This Agreement, including any Order Forms, Data Processing Agreement, and Documentation, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

15.3 Order Form Precedence

If Customer has executed an Order Form, the terms of the Order Form shall control over any conflicting terms in this Agreement, but only for the Services covered by that Order Form.

15.4 Modification

Self-Service Customers: Provider may modify this Agreement at any time by updating the Agreement on its website. Continued use of the Services after any such changes constitutes acceptance of the new terms. It is Customer’s responsibility to check the Agreement periodically for changes.
Enterprise Customers with Order Forms: Modifications require mutual written agreement

15.5 Governing Law

This Agreement shall be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.6 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.7 No Third-Party Rights

Nothing in this Agreement creates any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.

15.8 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of government, fire, flood, accidents, strikes, or disruptions to internet connectivity or telecommunications networks.

15.9 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to: payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnification, and governing law.

15.10 Export Compliance

Customer shall comply with all applicable export and import laws and regulations, including without limitation those of the United Kingdom, European Union, and United States. Customer represents that it is not on any prohibited party list or subject to sanctions.

15.11 Publicity

Unless otherwise agreed in an Order Form or Customer opts out in writing, Provider may identify Customer as a customer and use Customer’s name, logo, and other brand features in Provider’s marketing materials, website, and customer lists. Any use of Customer’s brand features shall be in accordance with Customer’s reasonable trademark guidelines if provided to Provider. Customer may withdraw this permission at any time upon written notice to Provider, effective for future marketing materials.

16. Definitions

“Beta Services” means Services or features designated as alpha, beta, preview, early access, or evaluation.

“Confidential Information” has the meaning set forth in Section 12.1.

“Customer Data” means all data, information, and content uploaded, submitted, or transmitted by or on behalf of Customer through the Services.

“Documentation” means Provider’s then-current technical documentation, user guides, and API documentation for the Services.

“DPA” or “Data Processing Agreement” means Provider’s standard data processing addendum available at [URL] or upon request.

“Fees” means all fees payable for the Services as set forth on Provider’s website or in an applicable Order Form.

“High-Risk Activities” means uses that could result in death, personal injury, or environmental or property damage.

“Order Form” means a separate ordering document executed by both parties that references this Agreement and specifies commercial terms such as Fees, Service Levels, payment terms, and Subscription Term.

“Personal Data” has the meaning given in UK GDPR or applicable data protection laws.

“Security Incident” means any unauthorized access to or acquisition of Customer Data.

“Services” means Provider’s cloud-based software services and platform as described in the Documentation.

“Subscription Term” means the period during which Customer is authorized to access the Services, as specified at purchase or in an Order Form.

“UK GDPR” means Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018.

BY CLICKING “I ACCEPT” OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Version: 1.0
Last Updated: 26 August 2025
Effective Date: 26 August 2025