Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between Valtio Inc., a Delaware corporation ("Valtio," "we," "us," "our"), and you or the entity you represent ("Customer," "you," "your") regarding your access to and use of the Koffyr platform (koffyr.com, associated APIs, progressive web application (PWA), and mobile applications; collectively, the "Service").

By accessing or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree, do not access or use the Service.

2.1 Eligibility. You must be at least 18 years old and have legal capacity to enter into contracts. The Service is designed for business use (insurance agencies, insureds, and related professionals). Consumer use is not the primary purpose; individual users may access the Service in their professional capacity.

2.2 Account Registration. You must register an account to access most features. You agree to:

• Provide accurate, complete, and current information
• Maintain the security of your authentication credentials (passkeys, magic-link OTPs)
• Promptly notify us of unauthorized access at security@koffyr.com
• Be responsible for all activity under your account

Koffyr uses its own in-house authentication system (passkey / magic-link). No passwords are stored.

2.3 Organizations and Workspaces. Koffyr operates on a workspace model. An agency organization may invite members and manage insureds and certificates on behalf of those insureds. The agency's workspace Owner has administrative responsibility for the organization's use of the Service.

3.1 Description. Koffyr provides tools for:

• Certificate of Insurance (COI) issuance, management, and distribution
• Insurance policy tracking (book of business management)
• E-signature workflows for insurance documents and forms
• Document storage and sharing with certificate holders
• Automated COI requests and reminders

3.2 License to Use. Subject to these Terms and payment of applicable fees, Valtio grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term.

3.3 Restrictions. You agree not to:

• Copy, modify, reverse-engineer, or create derivative works of the Service
• Use the Service to violate applicable law, including insurance regulations
• Transmit harmful, fraudulent, or misleading content
• Circumvent any security, rate-limiting, or access control measures
• Use the Service to store or distribute illegal content, including illegally obtained personal data
• Resell or sub-license access to the Service without written permission from Valtio
• Use automated tools to scrape or harvest data from the Service (except via our documented APIs)

3.4 Acceptable Use — Insurance Data. If you are an insurance agency using Koffyr to manage policyholder data, you represent and warrant that:

• You have appropriate authority and, where required, consent to share policyholder data with Valtio
• Your use of the Service complies with applicable state insurance regulations and privacy laws
• You will not upload data that you are not authorized to process

4.1 Subscription Plans. The Service is offered on subscription tiers (Free, Starter, Core, Pro). Tier features and limitations are described on our pricing page.

4.2 Payment. Paid subscriptions are billed through Stripe. By subscribing, you authorize us to charge your payment method through Stripe. All fees are in US Dollars unless otherwise stated. Subscriptions are billed monthly or annually in advance, per your selected plan.

4.3 Taxes. Fees are exclusive of applicable taxes. You are responsible for all taxes, levies, and duties imposed on your purchase.

4.4 Upgrades, Downgrades, and Cancellation. You may upgrade at any time; the new rate applies immediately. Downgrades take effect at the end of the current billing period. Cancellation takes effect at the end of the current billing period; you retain access until then.

4.5 Non-Payment / Past Due. If payment fails, we notify you and retry. After a 7-day grace period, write actions (issuing certificates, sending requests) are suspended until payment is updated; your data remains accessible.

4.6 Refunds. We do not provide refunds for partial subscription periods. You may cancel at any time and your access continues through the end of the paid period.

5.1 Customer Data Ownership. You retain all right, title, and interest in the data you upload to or create in the Service ("Customer Data"), including insurance records, policyholder information, forms, and documents.

5.2 License to Valtio. You grant Valtio a limited, non-exclusive license to process Customer Data solely to provide the Service to you, as further described in our Data Processing Agreement.

5.3 Valtio Intellectual Property. All right, title, and interest in the Service (excluding Customer Data), including our software, platform, APIs, trademarks, and branding (Koffyr, Valtio Inc.), belong to Valtio. These Terms do not grant you any intellectual property rights in the Service.

5.4 Feedback. If you provide feedback, suggestions, or ideas about the Service, Valtio may use that feedback without restriction or compensation to you.

6.1 Privacy Policy. Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference.

6.2 Data Processing Agreement. If you are a business that uploads personal data of your customers (e.g., policyholder PII) to the Service, Valtio acts as your data processor. Our Data Processing Agreement, incorporated into the Terms for all customers whose use involves processing personal data, governs that processing. A countersigned copy is available on request to legal@koffyr.com.

6.3 Security. Valtio implements industry-standard technical and organizational security measures, including TLS 1.2+ in transit (TLS 1.3 negotiated), AES-256 encryption at rest, app-layer PII encryption with KMS, RBAC, immutable audit logging, and continuous backups with point-in-time recovery plus immutable weekly recovery points retained 35 days. A documented restore runbook is in place; the first full restore drill is scheduled for Q4 2026. See our Security page and Privacy Policy for details.

Each party agrees to maintain the confidentiality of the other's non-public information disclosed in connection with the Service ("Confidential Information"), using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

Valtio's confidentiality obligations regarding Customer Data are further specified in the DPA.

8.1 E-Signature Validity. The Service supports electronic signatures on insurance documents and forms. By using the e-signature features, you acknowledge that:

• Electronic signatures executed via the Service are intended to comply with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA).
• You are responsible for determining whether electronic signatures are legally sufficient for your specific use case and jurisdiction.

8.2 Certificate Layouts. Certificates issued through the Service use Koffyr-designed certificate layouts. The Service does not render ACORD-trademarked forms. ACORD® is a registered trademark of ACORD Corporation; Koffyr is not affiliated with or licensed by ACORD. Customers holding their own ACORD licenses are responsible for compliance with their license terms when uploading their own PDF templates.

8.3 Insurance Regulatory Compliance. You are solely responsible for ensuring your use of the Service complies with applicable insurance regulations, including state-level certificate of insurance regulations. Valtio does not provide legal or regulatory advice.

9.1 Disclaimer of Warranties.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALTIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

VALTIO DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.

9.2 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VALTIO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) USD $100.

IN NO EVENT WILL VALTIO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION.

9.3 Exceptions. Some jurisdictions do not allow certain limitations on liability. To the extent applicable law prohibits the limitations above, they apply only to the extent permitted.

You agree to defend, indemnify, and hold harmless Valtio, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of:

1. Your use of the Service in violation of these Terms;
2. Your Customer Data (including claims that your Customer Data infringes third-party rights or violates applicable law);
3. Your violation of any applicable law or regulation.

Valtio will promptly notify you of any claim subject to indemnification, cooperate at your expense, and allow you to control the defense, provided Valtio may participate with counsel of its choice at its own expense.

11.1 Term. These Terms begin when you first access the Service and continue until your account is terminated.

11.2 Termination by You. You may terminate your account at any time via Settings → Billing in the app, or by emailing support@koffyr.com. Termination takes effect at the end of the current billing period; you retain access until then. No refunds are provided for partial periods.

11.3 Suspension or Termination by Valtio. Valtio may suspend or terminate your access immediately (with or without notice) if:

• You breach these Terms materially and fail to cure within 10 days of notice (or immediately for security or legal reasons)
• Required by law
• Your account is non-payment past the grace period

11.4 Effect of Termination. Upon termination, your access to the Service ceases. You have 30 days post-termination to export your Customer Data, after which it is deleted per our retention schedule, except records retained to meet legal obligations (insurance records: 7 years). We retain insurance records, audit logs, and e-signature records for a minimum of 7 years from the date of issuance to comply with applicable insurance and record-keeping laws.

12.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

12.2 Informal Resolution. Before filing any formal legal action, you agree to attempt to resolve disputes informally by contacting legal@koffyr.com. We will attempt to resolve the dispute within 30 days.

12.3 Mandatory Arbitration. ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE THAT CANNOT BE RESOLVED INFORMALLY WILL BE FINALLY RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. The seat and venue of the arbitration shall be Delaware, or telephonic/virtual at the AAA's election. The arbitrator shall have authority to award any remedy available at law or equity, but may not award relief to any person or entity not a party to the arbitration.

12.4 Class Action Waiver. YOU AND VALTIO EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

12.5 Carve-outs. Either party may seek relief in small-claims court for disputes within that court's jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or to enjoin unauthorized access to the Service without first engaging in arbitration.

12.6 Opt-out. You may opt out of mandatory arbitration by sending written notice to legal@koffyr.com within 30 days of first accepting these Terms. Your notice must include your name, email address, and a clear statement that you are opting out of arbitration.

12.7 Venue (Non-Arbitrated Claims). For any claims not subject to arbitration or small-claims court, you consent to exclusive jurisdiction in the state and federal courts located in Delaware, and you waive any objection to that venue.

13.1 Entire Agreement. These Terms, the Privacy Policy, and the DPA (where applicable) constitute the entire agreement between you and Valtio regarding the Service and supersede all prior agreements.

13.2 Modifications. We may modify these Terms by posting a revised version on our website. For material changes, we will notify you at least 30 days before the effective date. Your continued use of the Service after the effective date constitutes acceptance.

13.3 Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.

13.4 No Waiver. Failure to enforce any provision is not a waiver of our right to enforce it later.

13.5 Assignment. You may not assign these Terms without Valtio's prior written consent. Valtio may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure. Neither party is liable for delays or failures caused by events beyond their reasonable control (natural disasters, acts of government, internet infrastructure failures, etc.).

13.7 Notices. Legal notices to Valtio should be sent to legal@koffyr.com. Registered mailing address available on request.

Valtio Inc.
Email: legal@koffyr.com
Website: koffyr.com

Legal notices: legal@koffyr.com. Registered mailing address available on request.