Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between Cooper AI Tech, Inc. ("Cooper AI" or "we") and you or the entity you represent ("Customer" or "you") as of the Effective Date as indicated on any Order Form that incorporates the terms of this Agreement by reference.

1. Use of Service

1.1. Order Form

During the applicable Subscription Term, Cooper AI will provide the services to Customer as described on the applicable Order Form ("Services"). If there is any conflict between this Agreement and any Order Form, the terms of the Order Form shall govern with respect to the Services listed thereunder. Customer's affiliates may use the Services only if (a) they are listed on an Order Form or (b) they sign their own Order Form that references this Agreement.

1.2. Authorized Users

Customer may allow its employees and contractors to use the Services on Customer's account ("Authorized Users"). Customer shall be fully responsible for each Authorized User's use of the Services and is responsible for its Authorized Users' compliance with this Agreement.

1.3. Modify Services

Cooper AI may, at its discretion, change or update the Services from time to time. Cooper AI will notify Customer in advance of any changes to the Services that materially reduce their core functionality.

1.4. Modification of Agreement

From time to time, Cooper AI may modify this Agreement. Unless otherwise specified by Cooper AI, continued use of any Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. Cooper AI will use reasonable efforts to notify Customer of any material changes through communications via Customer's account, email or other means.

2. General Restrictions and Obligations

2.1. General Restrictions

Customer shall not (and shall not allow any third party to): (a) reproduce, modify, translate, or create derivative works of the Services or any portion thereof; (b) disassemble, decompile, reverse engineer, or translate any software related to the Services, or otherwise attempt to discover any source code or underlying proprietary information; (c) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (d) interfere with, modify, disrupt or disable features or functionality of the Services, including to bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Services; (e) resell, sublease, or license the Services or otherwise make the Services available to third parties in violation of this Agreement; (f) access the Services in order to build a similar or competitive product or service; (g) notwithstanding Customer's ownership of Output in Section 3.2 below, resell Output as a standalone product or use the Output to train a competing model or service; or (h) use the Services to violate applicable law or the rights of any third party. Customer will provide any information necessary for Cooper AI to verify compliance with this Section.

2.2. General Obligations

Customer is responsible for Customer's and each Authorized User's activity in connection with the Services. Customer shall use the Services in compliance with all applicable laws, including without limitation data privacy laws.

2.3. Third-Party Products

At your direction or instruction, Cooper AI may provide access to or use third-party products and services (collectively, "Third Party Products"). Cooper AI is not responsible for any Third-Party Products, and does not make any representations or warranties about Third Party Products. Any use of Third Party Products may be subject to the third-party provider's terms ("Third Party Terms"). Customer shall indemnify and hold Cooper AI harmless from all damages, costs, settlements, attorneys' fees and expenses arising from or related to Customer's breach of any Third Party Terms.

3. Intellectual Property Rights and Customer Data

3.1. License to Cooper AI IP

Subject to all terms and conditions of this Agreement, Cooper AI hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to access the Services only for Customer's internal business purposes. Except for the rights expressly granted in this Agreement, Cooper AI owns and reserves all right, title and interest in and to, its Services and any underlying intellectual property rights.

3.2. Rights in Customer Content and Customer Data

Customer retains all right, title, and interest in and to the Customer Data and any modifications made thereto in the course of operation of the Services, as well as any Output (subject to Section 2.1). Subject to the terms of this Agreement, Customer hereby grants to Cooper AI a non-exclusive, worldwide, royalty-free, and perpetual right to process the Customer Data and Output solely to the extent necessary to (a) provide, maintain, and improve the Services to Customer or to exercise its rights hereunder, (b) to prevent or address service or technical problems in the Services, (c) for Cooper AI's internal business purposes, such as for research and development related to current Services and new products and services, including machine learning models and other artificial intelligence systems, (d) on an aggregated and anonymized basis, provided that such use complies with applicable laws and regulations, and cannot be reidentified or attributed to Customer or any particular individual, and (e) to comply with any legal requirements. "Customer Data" shall refer to any data or data files that are uploaded by or on behalf of Customer for storage or processing in the Service. "Output" means the data generated by the Services based on Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Cooper AI under this Agreement, and that the processing of Customer Data by Cooper AI in accordance with this Agreement will not violate any laws or the rights of any third party. Cooper AI shall not sell or share any Customer Data except as expressly permitted under this Agreement.

3.3. Cooper AI Data

Cooper AI may collect and create usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer's use of the Services, Customer Data and Output ("Cooper AI Data"). As between the parties, Cooper AI shall own and/or control any and all Cooper AI Data. To the extent permitted by applicable laws, Cooper AI may use Cooper AI Data to (a) provide, analyze, support, and improve Cooper AI's products and services, and (b) create and distribute reports and materials about Cooper AI's products and services. Cooper AI will not identify Customer as a source of information for any report or material described in this Section without Customer's prior written approval.

3.4. Feedback

Customer may submit to Cooper AI feedback, ideas, or suggestions regarding Cooper AI's Services or new products and services ("Feedback"). Cooper AI shall own and/or control any and all Feedback. Cooper AI may, but has no obligation to, (a) use, modify, and incorporate Feedback into Cooper AI's products and services, and (b) license, sublicense, or distribute the Feedback without obligation or compensation to Customer.

4. Fees and Payment

4.1. Fees

Customer shall pay Cooper AI the Fees set forth on each applicable Order Form in accordance with the terms and conditions on such Order Form (the "Fees"). If not otherwise specified, Fees will be due within thirty (30) days of invoice. Customer must dispute any Fees within sixty (60) days of payment due date. Any Fees past due hereunder shall bear interest at a rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law). If Customer requires the use of a purchase order, Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are void.

4.2. Taxes

Customer shall pay all taxes and governmental assessments associated with the Services (excluding taxes based on Cooper AI's net income).

5. Term and Termination

5.1. Term

This Agreement shall commence upon the Effective Date and shall continue in full force and effect until all outstanding Order Forms have expired or been terminated in accordance herewith. Unless otherwise stated on an Order Form, each Order Form shall have a Subscription Term of one year and shall auto-renew unless either party gives at least thirty (30) days' written notice prior to the end of the then-current Subscription Term.

5.2. Termination

Either party may terminate this Agreement or an Order Form (a) for material breach if the other party fails to cure that breach within thirty (30) days after written notice (ten (10) days in the case of nonpayment), or (b) the other party ceases its business operations or becomes subject to insolvency proceedings.

5.3. Suspension

In addition to any other remedies it may have, Cooper AI reserves the right to suspend the Services: (a) if any undisputed Fees are more than thirty (30) days overdue, (b) if Cooper AI deems such suspension necessary as a result of Customer's breach of Section 2 (General Restrictions and Obligations), (c) if Cooper AI reasonably determines suspension is necessary to avoid material harm to Cooper AI or its other customers, including as a result of repeated infringement of third-party rights, or (d) as required by law.

5.4. Effect of Termination

Upon termination or expiration of this Agreement, all licenses provided under this Agreement shall cease. Customer must immediately cease using and accessing the Services, and shall promptly erase all copies of Cooper AI Confidential Information in Customer's possession. Cooper AI shall have no further obligation to make Customer Data or the Services available. Any provisions which by their nature should survive the termination or expiration of this Agreement shall do so.

6. Information Security and Data Privacy

6.1. Information Security

Cooper AI will maintain an industry-standard information security program with administrative, technical, and physical safeguards designed to protect Customer Data. In the event of unauthorized access to Customer Data, Cooper AI shall notify Customer without delay and cooperate with Customer to address the incident.

6.2. Data Privacy

To the extent Cooper AI processes Personal Data on Customer's behalf, the Data Processing Addendum ("DPA") applies and is incorporated by reference into this Agreement, and is coterminous with this Agreement. "Personal Data" has the meaning given to it in the DPA.

7. Confidentiality

Each party may disclose to the other party certain nonpublic information ("Confidential Information"). The receiving party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party shall not disclose the Confidential Information to any third party without the disclosing party's prior written consent, except to its own directors, employees, advisors, and other agents who need to know and are subject to confidentiality obligations at least as restrictive as this section. The term "Confidential Information" shall not include any information that (a) is or becomes public without breach of this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information; (c) is disclosed to the receiving party by a third party without restriction; or (d) was in the receiving party's lawful possession prior to its disclosure by the disclosing party. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information as required by law or court order, provided that the receiving party provides prompt prior written notice to the disclosing party, and discloses only the portion of the Confidential Information that it is advised by counsel is legally required to be disclosed, and uses its reasonable efforts to ensure confidential treatment is afforded the disclosed portion of the Confidential Information. The receiving party agrees that breach of this section would cause disclosing party irreparable injury, and that in addition to any other remedy, the disclosing party may seek injunctive relief against such breach or threatened breach.

8. Warranties

8.1. Mutual Warranty

Each party warrants that it has validly entered into this Agreement and has the legal power to do so.

8.2. Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND THE OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COOPER AI DOES NOT WARRANT THAT THE SERVICES OR OUTPUT ARE ACCURATE, COMPLETE OR UNINTERRUPTED. COOPER AI SHALL NOT BE LIABLE FOR (I) ANY THIRD-PARTY PRODUCTS, (II) ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THIS AGREEMENT, OR (III) ANY ACTS OR OMISSIONS OF CUSTOMER'S AUTHORIZED USERS.

8.3. Beta Services

If Customer chooses to use any test, trial or other beta services, Customer acknowledges that beta services may not be supported and may be changed at any time, including in a manner that reduces functionality, and that beta services are provided "as-is." Cooper AI will have no liability arising out of or in connection with beta services.

8.4. Output

Results and outcomes generated by machine learning algorithms and artificial intelligence are probabilistic and Customer should evaluate such results and outcomes for accuracy as appropriate for Customer's use case, including by employing human review. Customer is solely responsible, and Cooper AI will have no liability, for all decisions made, advice given, actions taken, and failures to take action based on Customer's use of the Services or Output, including whether the Output is suitable for Customer's use case or for its internal business purposes.

9. Indemnification

9.1. By Cooper AI

Cooper AI shall indemnify, defend and hold Customer harmless from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees), whether awarded against Customer or agreed to in settlement, arising from a third-party claim alleging that the Services or any Output, when used in accordance with this Agreement, infringes any intellectual property right of such third party. If there is, or is likely to be, an infringement claim, Cooper AI may either: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Services or Output; or (c) terminate this Agreement or the applicable Order Form, and refund to Customer any prepaid unused Fees for the applicable Services. The foregoing indemnification obligation will not apply to the extent the claim is attributable to: (1) the modification of the Services or Output based on Customer's or a third party's specifications or requirements; (2) the combination of the Services or Output with products or processes not provided by Cooper AI; (3) any use of the Services or Output in breach of this Agreement; or (4) any action arising from Customer Data, or any deliverables or components not provided by Cooper AI. This section sets forth Customer's sole remedy with respect to any claim of intellectual property infringement.

9.2. By Customer

Customer will indemnify, defend, and hold harmless Cooper AI from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees), whether awarded against Customer or agreed to in settlement, arising from a third-party claim arising out of or related to (a) Customer Data, and (b) Customer's use of the Services and Output.

9.3. Indemnification Procedures

Each party ("indemnified party") shall promptly notify the other party ("indemnifying party") in writing of any claim for which such party believes it is entitled to be indemnified, and provide assistance and information reasonably requested by the indemnifying party at indemnifying party's cost. The indemnified party will have the right, at its option, to participate in the settlement or defense of any claim(s), with its own counsel and at its own expense. The indemnifying party shall not settle any claim that results in the indemnified party's liability or obligation without the indemnified party's prior written consent.

10. Limitation of Liability

EXCEPT FOR (A) CUSTOMER'S BREACH OF SECTION 2, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, AND (C) A PARTY'S CONFIDENTIALITY OBLIGATIONS (TOGETHER, "EXCLUDED CLAIMS"), NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (II) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, ANY DATA INACCURACY, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY AND REGARDLESS OF WHETHER A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, COOPER AI'S, ITS AFFILIATES' AND LICENSORS', AGGREGATE LIABILITY UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHER LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR THAT IS PAYABLE FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

11. Disputes

11.1. Informal Resolution

Cooper AI wants to address Customer's concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Cooper AI and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After thirty (30) business days from providing notice, either party may bring a formal proceeding.

11.2. Arbitration

Cooper AI and Customer agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in San Francisco, California in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of Intellectual Property Rights infringement without first engaging in the informal resolution process described above. Cooper AI and Customer consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California. EACH PARTY (I) AGREES THAT, EXCEPT AS PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO THE SERVICES INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES OR DISPUTES UNDER SECTION 9 (INDEMNIFICATION) ABOVE (COLLECTIVELY, "DISPUTES") WILL BE DETERMINED SOLELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY.

12. General Provisions

12.1. Governing Law

This Agreement will be governed by California law, without regard to its conflict of law provisions.

12.2. Notices

Notices to Cooper AI must be sent via email to legal@askcooper.ai. Notices to Customer will be to the notice email provided on any Order Form or in Customer's account, or otherwise provided by Customer. Notices are deemed given when sent.

12.3. Marketing

Cooper AI may use and display Customer's name, logo, trademarks, and service marks on Cooper AI's website and in Cooper AI's marketing materials in connection with identifying Customer as a customer of Cooper AI. Upon Customer's written request, Cooper AI will promptly remove any such marks from Cooper AI's website and, to the extent commercially feasible, Cooper AI's marketing materials.

12.4. Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

12.5. Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent. There are no third-party beneficiaries under this Agreement.

12.6. Export Control

Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Service under this Agreement. Without limiting the foregoing, Customer represents and warrants that it: (a) is not listed on, or majority-owned by any entity listed on, any U.S. government list of prohibited or restricted parties; and (b) is not located in a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a "state sponsor of terrorism."

12.7. Miscellaneous

All attachments and exhibits to the Agreement and Order Forms executed by the parties are hereby incorporated into the Agreement by reference. Unless explicitly stated otherwise, this Agreement constitutes the entire agreement between Customer and Cooper AI with respect to the subject matter herein and supersedes any prior agreements whether written or oral. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger, change of control, reorganization, or sale of all or substantially all of its equity or assets. Any assignment in violation of this section is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. If any term of this Agreement is found to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable, and the remaining provisions of the Agreement will continue in effect. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. This Agreement and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.