Koop's Master Services Agreement (MSA)

This Koop Master Services Agreement (“MSA”) is effective as of the effective date of an applicable purchase signed order form ( “Purchase Order Form” and such date the “Effective Date”) and is by and between Koop Technologies, Inc., a Delaware corporation with a place of business at 525 Washington Boulevard, Suite 300, Jersey City, NJ 07310, USA (“Koop”), and the Client (i) set forth on the Purchase Order Form or (ii) who registers for the Services on an unpaid trial basis (“Trial Services”) and accepts this MSA (each, a “Client”) (each a “Party” and together the “Parties”).

In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Purchase Order Form, the terms of the Purchase Order Form prevail. If Client is provided with access to the Services on an unpaid trial basis, the section of this Agreement entitled “Unpaid Trial Services” will govern such access and, unless as otherwise indicated on an applicable Purchase Order Form, certain of Koop’s obligations under this MSA will not apply, as further described below.

The “Services” mean the products and services that are ordered by Client from Koop in a Purchase Order Form referencing this MSA or, if applicable, the Trial Services that are made available to Client. Services exclude any products or services provided by third parties, even if Client has connected those products or services to the Services. Subject to the terms and conditions of this MSA, Koop will make the Services available to Client during the Term.

2.1. Fees

Client will pay the fees specified in the Purchase Order Form (the “Fees”).

2.2. Payment; Taxes

Client shall keep a payment method on file with Koop for payment of Fees. Koop shall invoice Client for Fees, either within the Services or directly, within thirty (30) days of the Effective Date, the start of the Renewal Term (as defined below), or otherwise as specified in the Purchase Order Form. Client shall pay all invoiced Fees (i) charged automatically via the payment method associated with your Koop Account or (ii) if agreed otherwise in writing by both parties, upon receipt of such invoice. In the event of non-payment of Fees by Client for thirty (30) days after the due date of an invoice, Client’s access to the Services may be immediately suspended and Client must pay the entire remaining balance of Fees to regain access to the Services. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Client, except for taxes on Koop based on Koop’s income or receipts.

2.3. Price Changes

Koop may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Client’s next Renewal Term; provided, that Koop shall provide Client with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.

2.4.   Discounts and Promotional Pricing

Prices specified in the Purchase Order Form may include discounts or promotional pricing.  These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice.  Koop reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.

2.5 Unpaid Trial Services

If Client is granted access to Trial Services, Koop will make the applicable Trial Services available to Client pursuant to this MSA starting from the time that Client registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Client; (b) the start date of any Purchase Order Form executed by Client for Service(s) in exchange for payment; or (c) termination by Koop in its sole discretion.

ANY Client INFORMATION THAT Client PROVIDES OR MAKES AVAILABLE TO Koop DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT Koop’S DISCRETION, UNLESS Client EXECUTES AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH Client INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, UNPAID TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND Koop SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE KOOP’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, Client SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO Koop AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF Client’S USE OF THE TRIAL SERVICES, ANY BREACH BY Client OF THIS AGREEMENT AND ANY OF Client’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3.1. Term and Renewal

This MSA commences on the Effective Date and will remain in effect through the term specified in the Purchase Order Form (or, in the case of Trial Services, for the period of time as agreed upon between Koop and Client), and will renew as specified in the Purchase Order Form unless otherwise terminated in accordance with this Section (collectively the “Term”). If the Purchase Order Form does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Client provides Koop with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).

3.2. Termination for Cause

 A Party may terminate this MSA for cause (a) upon notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately by Koop if Client makes one of the Prohibited Uses below. Non-payment of Fees by Client for sixty (60) days after issuance of an invoice, and any violation of the Prohibited Uses clause below will be considered material breaches of this MSA.

3.3. Effect of Termination and Survival

Upon termination of an Purchase Order Form or this MSA (a) with respect to termination of the entire MSA, all Purchase Order Forms will concurrently terminate, (b) Client will have no further right to use the Services under the terminated or canceled Purchase Order Forms and Koop will remove Client’s access to same, and (c) unless otherwise specified in writing, Client will not be entitled to any refund of fees paid. The following Sections will survive termination: Section 2 (Fees and Payment), Section 4 (Ownership), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.

4.1. Ownership

Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). Koop will retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by Koop in the course of providing the Services (the “Services Information”). Client will retain Intellectual Property Rights in all information it provides to Koop as part of this MSA (other than Feedback as described below), including but not limited to in the course of its use of the Services (the “Client Information”).

4.2. Feedback

Client may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Koop (the “Feedback”). Client provides Koop a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. Koop also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.

4.3. Licenses

Koop hereby grants Client a non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services as set forth in the Purchase Order Form or on a Trial Services basis all subject to the terms and conditions of this MSA and the Purchase Order Form (if applicable). Client hereby grants Koop a non-exclusive, non-transferable, non-sublicensable right and license to use the Client Information solely to provide the Services to Client.

4.4. Authorized Users

Client may designate and provide access to the Services to employees, agents, or authorized contractors (each an “Authorized User”). Client is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this MSA by any Authorized Users, and references to Client herein will be deemed to apply to Authorized Users as necessary and applicable. Client agrees to promptly notify Koop of any unauthorized access or use of which Client becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this MSA by Client.

4.5. Prohibited Uses

Client and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Koop any Client Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a Koop Competitor (defined below); (i) extract information from the Services in furtherance of competing with Koop; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code; or (m) permit any third party to engage in any of the foregoing proscribed acts. A “Koop Competitor” is any entity that provides the same or similar goods and services to those provided by Koop, as would be determined by a commercially reasonable individual. Client will promptly notify Koop of any violations of the above prohibited uses by an Authorized User or a third party and require such Authorized User or third party to immediately cease any such use. Koop reserves the right to suspend Client and/or Authorized User’s access to the Services in the event Koop suspects Client or an Authorized User is in breach of this MSA.

If the parties have a separate mutual nondisclosure agreement, that agreement will prevail (the “Separate MNDA”). Otherwise, as used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information and Client Information are Confidential Information under this MSA, or confidential under the Separate MNDA, as applicable. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of Koop, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

Koop operates the Services and handles Client information, pursuant to the privacy policy available at (the “Privacy Policy”): https://www.koop.ai/privacy-policy

7.1. Authority

Each Party represents that it has validly entered into this MSA and has the legal power to do so.

7.2. Warranties

Koop warrants that during an applicable Term (a) the Security Statement accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Information; and (b) the Services will perform materially in accordance with any applicable documentation provided to Client. For any breach of a warranty in this section, Client’s exclusive remedies are those described in Section 3 (Term and Termination) herein.

7.3. Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Koop EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Client ACKNOWLEDGES THAT Koop DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY Client FROM Koop OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT Koop WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

7.3. Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Koop EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Client ACKNOWLEDGES THAT Koop DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY Client FROM Koop OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT Koop WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

7.4 Regulatory-Compliance & Legal-Advice Disclaimer.

7.4.1 No Legal Services.

Client acknowledges and agrees that Koop is not a law firm, does not hold itself out as providing legal advice, and no part of the Services constitutes, or is intended to constitute, legal advice or the practice of law. Use of the Services does not create an attorney–client relationship between Client (or its Affiliates) and Koop.

7.4.2 No Certification or Guaranty.

Koop makes no representation, warranty, or promise that use of the Services, alone or in combination with any third-party tools, will cause Client to achieve, maintain, or prove compliance with any statute, regulation, framework, or industry standard—including but not limited to GDPR, HIPAA, NIST 800-171, CCPA/CPRA, or any successor legislation—nor that any regulator, auditor, or certification body will accept the outputs of the Services as evidence of compliance.

7.4.3 Client’s Sole Responsibility.

Client remains solely responsible: (a) for determining which laws, regulations, standards, or contractual requirements apply to its business and data; (b) for configuring and using the Services in a manner that is appropriate for those requirements; and (c) for obtaining its own professional advice (legal, accounting, or otherwise) to verify compliance. Any templates, checklists, or automated recommendations generated by the Services are provided “AS IS” for informational purposes only and are not a substitute for professional advice.

7.4.4 Regulatory Actions & Third-Party Claims.

Koop shall have no liability for, and makes no indemnity with respect to, any fines, penalties, assessments, damages, or other losses arising out of or relating to Client’s actual or alleged non-compliance with applicable laws or standards. Without limiting Section 8.2, Client shall defend, indemnify, and hold harmless Koop and its Affiliates from and against all claims, demands, investigations, or proceedings (including those brought by governmental or regulatory authorities) and all related liabilities, costs, and expenses (including reasonable attorneys’ fees) that arise from or relate to:
(i) Client’s failure to comply with any data-protection, privacy, security, or industry-specific law or standard; or
(ii) Client’s reliance on the Services in lieu of obtaining professional legal or compliance advice.

7.4.5 Hierarchy.

In the event of any conflict between this § 7.4 and any other provision of the Agreement, this § 7.4 will control with respect to the subject matter herein.

8.1. Indemnification by Koop

Koop will indemnify and hold Client harmless from any third party claim against Client arising out of Client’s use or purchase of the Services as permitted hereunder alleging that such Services infringe or misappropriate a third party’s valid patent, copyright, trademark, or trade secret. Koop will, at its expense, defend such claim and pay damages finally awarded against Client in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Koop for such defense, provided that (a) Client promptly notifies Koop of the threat or notice of such claim; (b) Koop will have the sole and exclusive control and authority to select defense attorneys and defend and/or settle any such claim (however, Koop will not settle or compromise any claim that results in liability or admission of any liability by Client without prior written consent); and (c) Client fully cooperates with Koop in connection therewith. If the use of a Service by Client has become, or, in Koop’s opinion, is likely to become, the subject of any such claim, Koop may, at its option and expense, (i) procure for Client the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Koop, terminate this MSA and repay, on a pro-rata basis, any Fees previously paid to Koop for the corresponding unused portion of the Term for related Services. Koop will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions, or specifications provided by Client; (y) modification of the Services by anyone other than Koop; or (z) the combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Koop to Client and constitute Client’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Client or Authorized Users. Notwithstanding anything to the contrary herein, Koop shall have no obligation under this Section 8.1 with respect to Trial Services.

8.2. Indemnification by Client

Client will indemnify and hold Koop harmless against any third party claim arising out of (a) Prohibited Uses in breach of this MSA as set forth above; or (b) alleging that Client Information infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Koop promptly notifies Client of the threat or notice of such claim; (ii) Client will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Client will not settle or compromise any claim that results in liability or admission of any liability by Koop without prior written consent); and (iii) Koop fully cooperates in connection therewith.

8.3 Indemnification for External Compliance Experts

Client acknowledges that Koop may, from time to time, facilitate or refer external compliance experts to assist Client with compliance matters. However, Koop shall not be responsible or liable for any errors, omissions, or misrepresentations made by such external compliance experts. Client agrees to indemnify, defend, and hold harmless Koop, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to the actions, advice, or services provided by such external compliance experts. Any reliance on or use of services provided by these experts is at Client's own risk, and Koop provides no warranties, express or implied, regarding their work.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA Client’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF KOOP), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY Client DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THAT LIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS, FOR BREACHES OF CONFIDENTIALITY, OR FOR DAMAGES DUE TO PROHIBITED USES WILL NOT IN THE AGGREGATE EXCEED TEN TIMES THAT AMOUNT. FOR CLARITY, NOTHING IN THIS MSA WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY. Client ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Koop WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Koop HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE Client WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.1. Entire Agreement

This MSA, any active Purchase Order Forms, and the Separate MNDA, if applicable, constitute the entire agreement, and supersede all prior agreements, between Koop and Client regarding the subject matter hereof.

10.2. Assignment

Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

10.3. Severability

If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.

10.4. Relationship of the Parties

The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

10.5. Notices

All notices provided by Koop to Client under this MSA may be delivered in writing (a) by a nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Client on the Purchase Order Form; or (b) by electronic mail to the electronic mail address provided for Client’s account owner. Client must give notice to Koop either in writing by Courier or U.S. mail to 525 Washington Boulevard, Suite 300, Jersey City, NJ 07310, USA Attn: Legal, or by email to legal@koop.ai. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

10.6. Governing Law, Jurisdiction, Venue

This MSA will be governed by the laws of the State of New Jersey, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in Hudson County, New Jersey. Client hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Client, its agents, or Authorized Users.

10.7. Export Compliance

The Services and other software or components of the Services that Koop may provide or make available to Client are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Client will not access or use the Services if Client or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Client will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Client represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

10.8. Anti-Corruption

Client represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Koop’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Client learns of any violation of the above restriction, Client will use reasonable efforts to promptly give notice to Koop.

10.9. Publicity and Marketing

Koop may use Client’s name, logo, and trademarks solely to identify Client as a client of Koop on Koop’s website and other marketing materials and in accordance with Client’s trademark usage guidelines. Koop may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Koop never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Client or any identifiable individual as the source of the information.

10.10. Amendments

Koop may amend this MSA from time to time, in which case the new MSA will supersede prior versions. Koop will notify Client not less than ten (10) days prior to the effective date of any such amendment and Client’s continued use of the Services following the effective date of any such amendment may be relied upon by Koop as consent to any such amendment.

10.11. Waiver

Koop’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.