CUSTOMER AGREEMENT
LAST UPDATED: SEPTEMBER 25, 2025
Welcome to Kovr.AI. We provide an AI-native cyber compliance automation platform built on large language models to enable our customers to accelerate cyber security compliance processes. This Customer Agreement, along with (1) any mutually executed order forms which reference this Customer Agreement; or (2) any order form submitted by Customer and accepted by Kovr through any online provisioning, registration, or order process (each of (1) and (2), an “Order Form” and collectively with this Customer Agreement, the “Agreement”), govern your use of the Services. This Agreement is entered into by and between Kovr.AI Corp. (“Kovr”) and the entity or person placing an order for or accessing the Services (“Customer”). This Agreement is effective as of the earlier of (a) the date on which the first Order Form has been executed by both parties; or (b) the date of Customer’s initial access to the Services through any online provisioning, registration, or order process (the later of (a) or (b), the “Effective Date”). Capitalized terms will have the meanings set forth in Section 12 or in the section where they are first used.
By clicking on the “I Accept” button, completing the account registration process, or placing an order for or otherwise accessing or using any of the Services, you are accepting all of the terms and conditions of this Agreement. If you do not agree to these terms and conditions, you may not use the Services. You agree that this Agreement is enforceable like any written agreement signed by you.
If you are using the Services as an employee, contractor, or agent of a corporation, partnership or similar entity, then you must be authorized to sign for and bind the entity in order to accept the terms of this Agreement, and you represent and warrant that you have the authority to do so. The rights granted under this Agreement are expressly conditioned upon acceptance by such authorized personnel.
Note: For any Customers that are U.S. Government entities, this Agreement complies with the requirements in FAR 552.232-78 on Commercial Supplier Agreements – Unenforceable Clauses.
1. THE SERVICES
1.1 Access to the Platform. Subject to the terms and conditions of this Agreement, including Customer’s payment of the License Fees, Kovr will provide Customer with access to the Platform. On or as soon as reasonably practicable after the Effective Date, the parties will work together to coordinate the necessary Access Protocols to allow Customer and its Authorized Users to access the Platform and download the Software, if applicable. Customer is responsible for maintaining the confidentiality of its Access Protocols and is solely responsible for all activities that occur through the use thereof. Kovr reserves the right to change or update the Access Protocols in Kovr’s sole discretion from time to time.
1.2 Authorized Users. As between the parties, Customer is solely responsible for issuing User IDs and ensuring that only individuals who are authorized to access Customer’s instance of the Platform and any Customer Data available thereon become Authorized Users. Without limiting the generality of the foregoing, Customer is solely responsible for ensuring all Authorized Users meet all requirements imposed by applicable law and any third-party service providers responsible for hosting Customer Data. Customer will ensure that only Authorized Users with a valid User ID will access the Platform, and Customer may only authorize up to the total number of Authorized Users as permitted by the applicable Order Form at any given time. User IDs may only be used by the individual Authorized User to whom it was issued and may not be shared or transferred between individuals. Customer agrees (a) not to allow a third party to use its account or User IDs at any time, and (b) to notify Kovr promptly of any actual or suspected unauthorized use of Customer’s account or User IDs. Kovr also reserves the right to suspend or terminate any User ID, or other method of Customer access, that Kovr reasonably determines may have been used by an unauthorized third party. Customer remains responsible for all Authorized Users’ compliance with this Agreement and applicable law.
1.3 Support Services. Subject to the terms and conditions of this Agreement, Kovr will exercise commercially reasonable efforts to provide the Support Services, including by (a) providing technical support for Customer’s use of the Platform, and (b) keeping the Platform operational and available to Customer, in each case in accordance with its standard policies and procedures associated with Customer’s subscription plan.
1.4 Hosting. Unless otherwise provided by the applicable Order Form, Kovr will provide for the hosting of the Platform, provided that nothing herein will be construed to require Kovr to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Platform from the internet.
1.5 Data Security. Kovr shall implement and maintain adequate security measures and procedures, consistent with standard industry security practices, to protect the security of Customer’s computer systems and hosted instances (collectively, “Systems”) and Customer Data, including by using up-to-date industry-standard antivirus software. Without limiting the generality of the foregoing, all Customer Data will be encrypted with Customer-managed encryption keys, where commercially practicable. Additionally, all Customer Data shall be logically segregated from Kovr’s other customers through industry-standard technical and administrative controls. Kovr will use commercially reasonable efforts to ensure that no Kovr personnel may access Customer Data in its original form without explicit written authorization from Customer, except as required to provide Support Services. Kovr shall promptly notify Customer in the event of any actual or reasonably suspected accidental, unauthorized, or unlawful loss of, alteration (including infection) of, or access to Kovr’s systems (or the systems of Kovr’s vendors) that would reasonably be expected to have a material effect on Customer’s Systems. In the event of such occurrence, Kovr shall (a) provide reasonable cooperation to Customer to investigate, mitigate, and/or remediate the event; and (b) provide Customer with such information regarding the event as Customer may reasonably request.
2. LICENSE & RESTRICTIONS
2.1 Platform. Subject to the terms and conditions of this Agreement, Kovr will make the Platform available to Customer during the Term solely for Customer’s internal business purposes. Customer can access and use (a) the Platform in accordance with the Documentation, and (b) the Documentation solely to support Customer’s use of the Platform. Customer may permit any Authorized Users to access and use the features and functions of the Platform as contemplated by this Agreement.
2.2 Software. Subject to the terms and conditions of this Agreement, Kovr hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11.5) license during the Term to download, access, and use Software, in object code format, solely for Customer’s internal business purposes in connection with its use of the Platform.
2.3 Restrictions. Customer is solely responsible for Customer’s and Customer’s Authorized Users’ use of the Services and will ensure that such use will not violate applicable law. Additionally, Customer will not, and will not permit any Authorized User or third party to: (a) allow any third party to access the Platform, Software, or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Platform, Software, or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform, Software, or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform or Software, except as permitted by law; (e) interfere in any manner with the operation of the Platform, the hardware and network used to operate the Platform, or Software; (f) modify, copy, or make derivative works based on any part of the Platform, Software, or Documentation; (g) access or use the Platform or Software to build a similar or competitive product or service; (h) attempt to access the Platform or Software through any unapproved interface; or (i) otherwise use the Platform, Software, or Documentation in any manner that exceeds the scope of use permitted under Sections 2.1 and 2.2 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Kovr or its licensors on the Platform, Software, Documentation, or any copies thereof.
3. INTELLECTUAL PROPERTY
3.1 Kovr Technology. The Platform, Software, and Documentation, and any and all related and underlying technology, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Kovr and its suppliers. All rights in and to the Platform, Software, and Documentation not expressly granted to Customer in this Agreement are reserved by Kovr and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Software, or Documentation, or any part thereof. Notwithstanding anything to the contrary herein, Kovr may freely use and incorporate into Kovr’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Services relating to Kovr’s products or services (“Feedback”).
3.2 Service Data. Customer agrees that Kovr may collect Service Data and use such Service Data to develop, improve, support, and operate its products and services during and after the Term of this Agreement. This Section 3.2 does not give Kovr the right to identify Customer as the source of any Service Data without written permission from Customer, nor change the confidential nature thereof.
3.3 Marketing. Kovr may use and display Customer’s name, logo, trademarks, and service marks on Kovr’s website and in Kovr’s marketing materials in connection with identifying Customer as a customer of Kovr. Upon Customer’s written request, Kovr will promptly remove any such marks from Kovr’s website, and, to the extent commercially feasible, Kovr’s marketing materials.
4. FEES AND EXPENSES; PAYMENTS
4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Kovr under this Agreement, Customer will pay to Kovr the Fees. Kovr will invoice Customer for the Fees on the schedule identified in the applicable Order Form and, unless otherwise specified by the applicable Order Form, all Fees shall be due within thirty (30) days of invoice. Kovr reserves the right (in addition to any other rights or remedies Kovr may have) to discontinue the Platform and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than ten (10) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Kovr’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Services, or the license of the Platform and Software to Customer. Customer will make all payments of Fees to Kovr free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Kovr will be Customer’s sole responsibility, and Customer will provide Kovr with official receipts issued by the appropriate taxing authority, or such other evidence as the Kovr may reasonably request, to establish that such taxes have been paid. For purchases by the U.S. Government, no federal, state, or local taxes shall be applied or paid pursuant to this Agreement, in accordance with FAR 29.302. Any clause in this Agreement requiring the payment of such taxes shall be unenforceable with respect to U.S. Government purchases.
4.3 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5. CUSTOMER DATA
5.1 Rights. The Customer Data, and all worldwide Intellectual Property Rights in the Customer Data, is the exclusive property of Customer. All rights in and to the Customer Data not expressly granted to Kovr in this Agreement are reserved by Customer. Customer is solely responsible for any and all obligations with respect to the completeness, accuracy, and quality of Customer Data provided to Kovr by Customer. Customer will obtain all third-party licenses, consents, and permissions needed for Kovr to use the Customer Data to provide the Services. Customer hereby grants Kovr a non-exclusive, worldwide, royalty-free and fully paid license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data to provide, improve, develop, and support the Services, including new services under development by Kovr. Without limiting the foregoing, Kovr may use Customer Data to train artificial intelligence models, provided that Kovr shall not identify Customer as the source of any Customer Data and all Customer Data used for such training purposes shall be in an aggregated and anonymized form.
5.2 Obligations. Customer will ensure that Customer’s and Customer’s Authorized Users’ use of the Services and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal, and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Kovr may remove any Customer Data from the Platform at any time if it reasonably believes it must do so to comply with applicable law. Customer represents and warrants to Kovr that Customer has sufficient rights in the Customer Data to grant the rights granted to Kovr in Section 5.1 and that the Customer Data does not infringe or violate the intellectual property, publicity, privacy, or other rights of any third party.
6. WARRANTIES AND DISCLAIMERS
6.1 Limited Warranty. Kovr represents and warrants that it will provide the Support Services and perform its other obligations under this Agreement in a professional manner substantially consistent with general industry standards. Provided that Customer notifies Kovr in writing of the breach within thirty (30) days following performance of the defective Support Services, specifying the breach in reasonable detail, Kovr will, as Customer’s sole and exclusive remedy for any breach of the foregoing, re-perform the Support Services which gave rise to the breach. Kovr further warrants to Customer that Kovr will use commercially reasonable efforts to operate the Platform free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Platform in combination with other products, equipment, software, or data not supplied by Kovr; or (c) any modification of the Platform by any person other than Kovr or its authorized agents. Provided that Customer notifies Kovr in writing of any breach of the foregoing warranty during the Term, Kovr will, as Customer’s sole and exclusive remedy, provide the Support Services described in Section 1.2.
6.2 Disclaimers. THE LIMITED WARRANTY SET FORTH IN SECTION 6.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND KOVR MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. KOVR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. KOVR SHALL NOT BE RESPONSIBLE FOR, AND IS EXPRESSLY RELIEVED OF RESPONSIBILITY FOR ITS REASONABLE RELIANCE ON, ANY INACCURATE OR INCOMPLETE CONTENT PROVIDED TO IT HEREUNDER. THE PLATFORM AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER COMMUNICATIONS PROBLEMS INHERENT IN THE USE OF THE INTERNET, AND KOVR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. ADDITIONALLY, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE AND ACTIONS TAKEN WITH RESPECT TO ITS SECURITY POSTURE AND POLICIES. KOVR PROVIDES RECOMMENDATIONS BASED ON INDUSTRY EXPERIENCE BUT DOES NOT GUARANTEE ANY RESULTS OR THAT CUSTOMER WILL NOT EXPERIENCE A SECURITY INCIDENT.
7. LIMITATION OF LIABILITY
7.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM: (A) ANY CUSTOMER DATA, RECOMMENDATIONS MADE IN CONNECTION WITH THE SERVICES, THIRD-PARTY CONTENT, OR THIRD-PARTY SERVICES, OR (B) ANY MATTER ARISING OUT OF OR RESULTING FROM THE USE, IMPLEMENTATION, OR RELIANCE ON ANY US GOVERNMENT GUIDANCE OR REQUIREMENTS.
7.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO KOVR DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL KOVR’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE CUSTOMER’S OBLIGATION TO PAY FEES OWED TO KOVR HEREUNDER, BREACHES OF SECTION 2.3, 5.2, OR 8, OR LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS, OR FOR DEATH OR PERSONAL INJURY.
7.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 7 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8. CONFIDENTIALITY
8.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is confidential based on the nature of such information and the facts and circumstances surrounding disclosure. The non-public aspects of the Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Kovr. The confidentiality terms set forth herein shall replace and supersede any prior non-disclosure agreement entered into between the parties or their predecessors.
8.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Kovr). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
8.3 Exceptions. Notwithstanding anything to the contrary herein, Confidential Information shall not include, and the confidentiality obligations set forth in Section 8.2 will not apply to, any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by applicable law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
9. INDEMNIFICATION
9.1 By Kovr. Kovr will defend at its expense any suit brought against Customer, and will pay any settlement Kovr makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Platform or Software infringes such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction within the United States. If any portion of the Platform becomes, or in Kovr’s opinion is likely to become, the subject of a claim of infringement, Kovr may, at Kovr’s option: (a) procure for Customer the right to continue using the Platform or Software, as applicable; (b) replace the Platform or Software, as applicable with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform or Software, as applicable, so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Services and Documentation. Notwithstanding the foregoing, Kovr will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon (i) any use of the Services or Documentation not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Services or Documentation in combination with other products, equipment, software or data not supplied by Kovr; or (iii) any modification of the Platform, Software, or Documentation by any person other than Kovr or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 9.1 states the sole and exclusive remedy of Customer and the entire liability of Kovr, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
9.2 By Customer. Customer will defend at its expense any suit brought against Kovr, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion; or (b) Kovr’s use of Customer Data in accordance with this Agreement. This Section 9.2 states the sole and exclusive remedy of Kovr and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
9.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
10. TERM AND TERMINATION
10.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the date last signature of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement (the “Initial Term”). Thereafter, the Order Form will automatically renew for additional terms of the same duration as the Initial Term (each, a “Renewal Term”), with the exception of any Order Forms connected to an Agreement in which the Customer is a U.S. Government entity.
10.2 Termination for Convenience. Customer may terminate this Agreement for any reason or no reason (a) upon notice to Kovr if Customer’s subscription renews on a monthly basis; or (b) upon at least thirty (30) days’ notice to Kovr prior to the expiration of the then-current Initial Term or Renewal Term if Customer’s subscription renews on an annual basis. For the avoidance of doubt, no Fees paid by Customer will be refundable in connection with Customer’s termination pursuant to this Section 10.2.
10.3 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, in the case of a Customer that is a U.S. Government entity, Kovr shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in FAR 52.233-1, Disputes.
10.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 8; and (c) any amounts owed to Kovr under this Agreement will become immediately due and payable. Sections 2.3, 3, 5, and 6.2–12 will survive expiration or termination of this Agreement for any reason.
11. MISCELLANEOUS
11.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York City, New York for any lawsuit filed there against Customer by Kovr arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Notwithstanding the foregoing, in the case of a Customer that is a U.S. Government entity, this Agreement and any action related thereto will be governed and interpreted by Federal law.
11.2 Export. Customer acknowledges that products, services, or technology provided by Kovr (each a “Product”) are subject to the export control laws and regulations of the United States, and that activities involving these Products may be subject to various trade and economic sanctions laws and regulations (collectively, “Trade Controls”). Customer shall conduct its activities involving these Products and under this Agreement in full compliance with applicable Trade Controls. Customer may not use, export, reexport, transfer, or import any Products, except as authorized by Trade Controls. In particular, but without limitation, Customer may not, without prior government authorization, directly or indirectly export, reexport, or otherwise provide the Products to or for: (a) a country or territory that is the target of comprehensive sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, or Luhansk regions of Ukraine (each a “Sanctioned Country”)); (b) to any party that is precluded pursuant to applicable laws from receiving the Products, including entities or individuals that are designated on an applicable government restricted parties lists, including, without limitation, the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders List, or the U.S. Department of Commerce’s Entity List, Denied Person’s List, or Unverified List (each a “Restricted Party”); (c) any prohibited end-use, including, without limitation, activities relating to nuclear, chemical, and biological weapons or ballistic missiles; or (d) otherwise in violation of applicable laws. By using the Products, Customer represents and warrants that Customer is not located in a Sanctioned Country and is not a Restricted Party. Customer will notify Kovr as soon as reasonably possible in the event that the foregoing representations are no longer accurate.
11.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.5 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
11.6 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services and Documentation.
11.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.8 Independent Contractors. Customer’s relationship to Kovr is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Kovr.
11.9 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Kovr, by emailing info@kovr.ai and if to Customer by emailing Customer’s most recent email address on file, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
11.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
11.11 Modifications to this Agreement. From time to time, Kovr may modify this Agreement. Unless otherwise specified by Kovr, changes become effective for Customer upon renewal of the then-current Initial Term or Renewal Term, as applicable, after the updated version of this Agreement goes into effect. Kovr will use reasonable efforts to notify Customer of the changes through communications via the Platform or the email address last provided by Customer to Kovr. Customer may be required to click to accept or otherwise agree to the modified Agreement before further use of the Services, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Customer does not agree to the changes, Customer may terminate this Agreement in accordance with Section 10.
11.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Kovr.
11.13 Government Rights. Kovr provides the Kovr Software and access to the Platform, including any related software, data, and technology, for ultimate government end use as “commercial” computer software. Government technical data and software rights related to the computer software include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer software) and, for Department of Defense transactions, DFARS 252.227-7015 (Technical Data – Commercial Products and Commercial Services) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation). If a government agency has a need for rights not granted under this Agreement, it must negotiate with Kovr to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
12. DEFINITIONS. Unless defined elsewhere in these Terms, capitalized terms will have the meanings set forth in this Section 12.
12.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Platform.
12.2 “Authorized User” means Customer’s employees and independent contractors who are authorized to access the Platform pursuant to Customer’s rights under this Agreement.
12.3 “Customer Data” means any content, information, and data provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.
12.4 “Documentation” means the technical materials provided by Kovr to Customer describing the use and operation of the Platform and Software.
12.5 “Error” means a reproducible failure of the Platform to enable Customer to use the Services as described in this Agreement.
12.6 “Fees” means collectively, the Support Fees and the License Fees.
12.7 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
12.8 “License Fees” means the fees charged by Kovr in connection with Customer’s license to the Platform, as further described by the applicable Order Form.
12.9 “Platform” means the Kovr software-as-a-service application identified in an Order Form that allows Authorized Users to access certain features and functions through a web interface.
12.10 “Service Data” means processing and performance metrics and log files; diagnostics information; usage statistics; and other information about Customer’s use of the Platform as well as associated metadata. Service Data does not include Customer Data.
12.11 “Services” means collectively the Platform, the Software, and the Support Services.
12.12 “Software” downloadable software or tools that Kovr makes available for download specifically for purposes of facilitating access to, operation of, or use with the Platform, and any updates Kovr may make available to such software from time-to-time.
12.13 “Support Fees” means the fees charged by Kovr in connection with Kovr’s provision of the Support Services, as further described by the applicable Order Form.
12.14 “Support Services” means the support services to be provided by Kovr to Customer as identified by an applicable Order Form.
12.15 “User ID” means the unique username and password issued by Kovr to Customer for use by an Authorized User.
