MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Master Agreement”) is made by and between Kodex, a Delaware corporation, with offices at 68 Harrison Ave Ste 605 ECM #52241, Boston, MA, 02111-1929 (“Kodex”), and the company listed on the applicable Order (“Company”) as of the date of Company’s signature on the first binding Order between the Parties. This Master Agreement, including all exhibits, attachments, schedules, the order form and statements of work, if any, constitute the entire agreement between the Parties on this subject matter and are referred to collectively as the “Agreement”.  Kodex and Company are referred to in this Master Agreement each as a “Party” and collectively as the “Parties”.

WHEREAS, Kodex provides a subscription-based government relationship management software-as-a-service application known as Kodex (“GRM”) for purposes of streamlining Company’s investigative workflow, while efficiently creating and managing relationships between government(s), and/or law enforcement agencies (“Government Actors”) seeking confidential and restricted information of users of the Company’s product and/or services (the “ProdServ”); and

WHEREAS, Company wishes to access and employ the GRM, thus providing: i) Government Actors, and where applicable their contractors, with access to the GRM to manage their interactions with ProdServ; and ii) the Company’s back-office staff with access to certain relevant information to Government Actors.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

• DEFINITIONS

• “Authorized User” means an employee, contractor, or agent of Company who is authorized to use the Services and has access to the Services by using a unique username and password under an Account (defined in Section 2.1). 

• “Company Data” means content, materials, software, data, or other information that is imported into the Services by Company, Company’s Authorized Users, or third parties on ‎behalf of Company.‎

• “Initial Term” means the first subscription term as described in the initial Order.

• “Order” means any Order Form signed by the Parties that references this Master Agreement and describes the services to be provided by Kodex and the fees to be paid by Company.

• “Professional Services” means the services: (i) as described in an applicable Statement of Work (“SOW”) that may include, without limitation, training, implementation, data conversion, integrations, consulting services and custom modification to the GRM, and (ii) that are not included as part of the standard offering.

• “Service(s)” means all of the services provided by Kodex listed in an Order, an applicable SOW, and this Master Agreement, including (i) access to and use of the ‎GRM over the Internet, an intranet, or other electronic means, (ii) Professional Services, (iii) Support, and (iv) any other services agreed to ‎between Kodex and Company and set forth in the Order, an exhibit, addenda, or amendment to the Agreement.

• “Support” means the level of general customer support that Kodex provides to all of its customers and to Company for the Services.

• SOFTWARE AND SERVICES.

• Kodex will provide the Services to Company in accordance with the Agreement. As of the Effective Date, Company will receive access to the GRM through individual accounts provided to Authorized Users (each an “Account”).

• During the Term, and subject to Company’s payment of all applicable Fees (defined below), Kodex hereby grants Company a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use the Services solely for the purposes described in the Agreement. Kodex reserves all other rights in the Services. Any access, use, or attempted access or use of the Services other ‎than as expressly permitted in the Agreement is a material breach of the Agreement.

• Kodex may modify or update the Services from time to time without notice. Kodex will use commercially reasonable efforts to notify Company in advance if a change is material, other than those changes which enhance or extend any features or functionality of the Services.

• Company is solely responsible for the acts and omissions of its Authorized Users, including their use of the Services and Company Data. Company may only permit Authorized Users to access the Services, and Company and its Authorized Users will maintain the security and confidentiality of their usernames and passwords. Company shall notify Kodex immediately if Company suspects or becomes aware of any unauthorized use of the Services or if an Authorized User’s username or password is lost or stolen. Kodex shall not be responsible for any unauthorized access to Company’s, or its Users’, account(s) as a result of violations of this paragraph.

• Company and it’s Authorized Users shall not: (a) reproduce, license, sell, rent, lease, outsource, act as service bureau, or sublicense the Services to third parties (without Company’s prior written consent); (b) use the Services (including by uploading Company Data, downloading or sharing other content or information, or emailing, calling, or communicating with others through the Services) in any manner that  is harmful, infringing, threatening, abusive, tortious, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, is a hate crime, or otherwise violates the rights of another or does not comply with applicable law; (c) except as permitted by applicable law, decompile, decipher, disassemble, translate, modify, prepare derivative works of, reverse engineer or otherwise attempt to access or derive the source code or other trade secrets from the Services; or (d) interfere with or disrupt, disable, damage, impair, or overburden the Services, including, without limitation, by transmitting viruses or other malicious code or using the Services to spam others.

• Company acknowledges and agrees that Kodex may require Authorized Users to agree to the GRM terms of Service and privacy policy prior to accessing the GRM. Company agrees that it shall not interfere with or otherwise obstruct any such process by Kodex.

• Company Data.

• Company hereby grants Kodex a worldwide, limited, revocable, non-exclusive right and license to use and reproduce Company Data for the purposes of providing the Services. Company shall own all right, title and interest in and to the Company Data. 

• Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Company Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

• If Authorized Users choose to share Company Data with third parties, Company is solely responsible for that disclosure, and what any third parties do with Company Data. Likewise, Company is solely responsible for any actions such Authorized Users take with respect to Company Data, including deleting or corrupting Company Data.  Company acknowledges that Kodex is not responsible for the disclosure of Company Data by Company or its agents (including Authorized Users) to any third parties.

• Subject to any of Kodex’s compliance obligations per the Agreement, Company is solely responsible for Company Data, including the content, accuracy and integrity of Company Data and for correcting errors and omissions in Company Data. Company acknowledges that Kodex has no obligation to monitor any information in the Services and that Kodex is not responsible for the accuracy, completeness, appropriateness, or legality of Company Data or any other information or content Company may be able to access using the Services. KODEX IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY COMPANY’S FAILURE TO COMPLY WITH THIS SECTION 3.4 OR SECTION 3.3, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF KODEX.

• DATA SECURITY. 

• Company acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Company’s and its Authorized Users’ (as well as Kodex’s and its service providers’) computer systems, networks and any and all information stored therein. Company is solely responsible for making an independent determination as to whether the technical and organizational measures for the Services meet Company’s requirements, including all of its security obligations under applicable data protection laws and regulations. Company acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its personal information as well as the risks to individuals) the security practices and policies implemented by Kodex and its service providers provide a level of security appropriate to the risk with respect to its personal information. 

• Company is responsible for implementing and maintaining privacy protections and security measures for components that Company provides or controls, including without limitation, ensuring that: (i) Company’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for viruses or other harmful code prior to transmission to Company’s or Kodex’s servers; and (iii) Company Data is encrypted. 

• Some Company Data may be subject to governmental regulations or may require security measures beyond those provided by Kodex. Company will not input or provide such Company Data unless the Parties have first agreed in writing to implement additional required security measures. 

• KODEX DOES NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. KODEX SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF COMPANY’S OR ITS AUTHORIZED USERS’ CONNECTION TO OR USE OF THE INTERNET, AND KODEX SHALL NOT BE RESPONSIBLE FOR ANY USE BY COMPANY OR ANY USER OF COMPANY’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.

• Payment. 

• Company will pay Kodex the applicable fees described in an Order or SOW for the Services in accordance with the terms therein (the “Fees”).  Kodex reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current Renewal Term (defined below), upon thirty (30) days prior notice to Company (which may be sent by email). If Company believes that Kodex has billed Company incorrectly, Company must contact Kodex no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. All Fees are non-refundable. In the event that additional Fees are incurred outside the ordinary billing cycle, Kodex will send Company additional invoices at the time such additional fees are incurred. Such additional invoices shall represent the pro rata increase in Fees for the remainder of the billing cycle.

• Company agrees to remit payment of the Fees in U.S. dollars and may be made via check or ACH (credit card may be available in Kodex’s sole and absolute discretion) within thirty (30) days of Company’s receipt of the invoice. All invoices for Fees not paid within thirty (30) days after the date such amounts are due and payable shall: (1) bear interest at a rate of one and one half percent (1.5%) per month or, if that rate exceeds the maximum rate permitted by law, at such maximum rate, and/or (2) Kodex may condition future subscription renewals and Orders on payment terms shorter than those specified the applicable Order. Company shall reimburse Kodex for any expenses incurred, including interest and reasonable attorneys’ fees, in collecting amounts due to Kodex hereunder. If any payment is made by Company by credit card, Company hereby agrees that its credit card information will be shared with and processed by Kodex’s third party payment processor subject to such payment processor’s terms of service and privacy policy. Where allowed by law and if credit card is a method of payment made available to Customer by Kodex, Kodex may charge Company a convenience fee to process credit card payments.

• If any charge owing by Company under this or any other agreement for services is thirty (30) days or more overdue, Kodex may, if applicable, and without limiting its other rights and remedies, accelerate Company’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Services pursuant to Section 11.4 below.

• Kodex’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Company is responsible for paying all Taxes associated with its purchases hereunder except for those assessable upon Kodex’s income, property, and employees.

• Confidentiality.

• As used herein, the term “Confidential Information” means all oral or written information, of whatever kind and in whatever form, relating to either Party’s business to include financial and technical information, software, databases, interfaces, clients, Government Actors or ProdServ information, the terms of the Agreement, or any other information that should reasonably be interpreted as proprietary or confidential given the circumstances of disclosure, whether in tangible or intangible form, and whether or not marked as “confidential” that may be obtained from any source as a result of the Agreement together with all such other information designated by either Disclosing Party as confidential.

• Each Party (the “Receiving Party”) agrees during the Term of the Agreement and thereafter for a period of five (5) years, that it and its officers, directors, employees, consultants, representatives and agents shall regard and keep any Confidential Information of the other Party (the “Disclosing Party”) in strict confidence, and shall not use, disclose or distribute any such Confidential Information to any third party person, firm or entity without the express written permission of the Disclosing Party or as permitted herein.  A Receiving Party may disclose Confidential Information to an affiliate or professional adviser who has a need to know such information for the purposes of this Agreement, provided that the Receiving Party disclosing information to its affiliate or professional advisor shall be responsible for compliance by such persons with the requirements of this Section.

• Notwithstanding the foregoing, a Party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without any obligation of confidentiality to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.  Further, notwithstanding Section 6.2, each Receiving Party may disclose the Disclosing Party’s Confidential Information as required to comply with any validly issued subpoena or order, provided that, if legally permissible, prior to compliance with any such order, such Receiving Party shall provide prompt prior written notice thereof to the Disclosing Party, and at the request and expense of the Disclosing Party, such Receiving Party will cooperate with the Disclosing Party to obtain a protective order.  Further, pursuant to the preceding sentence, a Receiving Party shall disclose only the minimum amount of the Disclosing Party’s Confidential Information that it is legally required to furnish and, where appropriate, will exercise its best efforts to obtain written assurances that confidential treatment will be accorded to such Confidential Information.

• Upon termination of the Agreement and/or upon the Disclosing Party’s request, the Receiving Party agrees to, at the Disclosing Party’s election, destroy or surrender and deliver to the Disclosing Party all Confidential Information that has been provided to the Receiving Party and provide written certification of the same at the request of the Disclosing Party. Notwithstanding the foregoing and provided that the Receiving Party preserves the confidentiality of any Confidential Information retained, Receiving Party shall not be in breach of the Agreement should copies of the Confidential Information be automatically archived in its computer system back-up in accordance with Receiving Party’s security and/or disaster recovery procedures and destroyed in accordance with the Receiving Party’s internal procedures.  Furthermore, the Receiving Party may retain Confidential Information as required by applicable law or legal obligation, provided, however, that the Receiving Party shall continue to be bound by confidentiality obligations of this Agreement for so long as it retains the Confidential Information.

• Each Party acknowledges that any receipt or use of personally identifiable information (“PII”) by such Party pursuant to this Agreement may be subject to compliance with certain laws and regulations regarding the privacy and protection of consumer PII. PII and Confidential Information shall both exclude from their definitions (and obligations) any information that has been irretrievably aggregated or anonymized, or usage based data that does not identify a user or customer of the ProdServ, for example, “clickstream data.” If, in order to comply with such laws, the Parties must execute any additional documentation or agreement, they hereby agree to do so, and to promptly, and in good faith, take such other steps as may be necessary to attain such compliance.

• This Section shall survive the termination of this Agreement. In the case of a breach of the confidentiality provisions of this Section, the Parties hereby agree that their respective remedies at law are inadequate, and consent to the Disclosing Party seeking equitable enforcement of their obligations under said Sections, by a court of appropriate equity jurisdiction hereunder.

• WARRANTIES.

• Kodex warrants that: (i) it will provide the Services in a professional manner, consistent with recognized industry standards and good commercial practices; (ii) it will comply with all applicable law, and will be duly licensed and otherwise authorized to provide the Services; and (iii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

• Company warrants that: (i) it will comply with all applicable law; and (ii) it has the authority and right to enter into the Agreement and to observe and perform its respective obligations contained in the Agreement.

• WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY LAW, KODEX DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY. KODEX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES SHALL OPERATE ERROR FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES OR THE GRM CAN BE FOUND OR CORRECTED.

• INTELLECTUAL PROPERTY.

• Company acknowledges that, as between the Parties, Kodex owns and retains all right, title and interest in the Intellectual Property Rights in the Services (including, without limitation, Intellectual Property Rights for all Kodex software including, without limitation, custom development contemplated in any applicable SOW).  Except as licensed under Section 3, Company owns and retains all right, title, and interest in the Intellectual Property Rights in Company Data.  “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (v) all registrations, applications, renewals, extensions, continuations, divisions, or reissues now or in the future.

• Company agrees that Kodex (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions Company provides to Kodex about the Services without any obligation to Company, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to Company or any third party.

• LIABILITY LIMITATION.

• EXCEPT WITH RESPECT TO OBLIGATIONS FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, COVER, EXEMPLARY OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS ARISING OUT OF THE USE, RESULTS OF USE, OR INABILITY TO USE THE GRM, ANY INFORMATION PROVIDED BY A PARTY HEREUNDER OR ANY ASPECT THEREOF, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

• IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY THE COMPANY TO KODEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; PROVIDED HOWEVER, THAT UNPAID FEES DUE AND PAYABLE, AND DAMAGES RESULTING FROM A BREACH OF SECTION 2.5, AND LIABILITY UNDER THE INDEMNIFICATION PROVISIONS OF THIS MASTER AGREEMENT SHALL NOT BE SO CAPPED.

• INDEMNIFICATION. 

• Company hereby agrees to indemnify, defend, and hold harmless Kodex, and its respective officers, directors, agents and employees (“Kodex Parties”), from and against any liability, damage, loss, cost or expense, including but not limited to legal fees, costs and expenses (“Losses”), incurred by the given Kodex Party arising out of or related to any claim, action, suit, complaint or other proceeding (which are hereinafter collectively referred to as “Claim(s)”) brought by a third party based in whole or in part upon any of the following: (a) any breach of any of the representations, warranties, obligations, terms, or conditions of this Agreement by Company, its affiliates, its Authorized Users (if applicable) and their respective owners, directors, officers, representatives, agents, contractors, or personnel (collectively, “Representatives”); (b) the conduct of Company or its Representatives, in performing actions or business pursuant to this Agreement; (c) the failure of Company or its Representatives to comply with all applicable laws, regulations, guidelines or policies; (d) any act or omission of Company or any of its Representatives arising, either directly or indirectly, under or pursuant to this Agreement; or (e) Company, or its Authorized Users, or its Representatives: (i) did not collect personal information in accordance with all applicable privacy and data protection laws (“Privacy Laws”); (ii) transferred personal data to Kodex in violation of Privacy Laws; and/or (iii) failed to provide notices to, and/or receive consents from the individual subjects of such personal information necessary for the transfer of such personal information to Kodex and the use and processing described herein, and in Kodex’s Privacy Policy, which can be found at https://www.kodexglobal.com/privacy-policy/, as updated from time to time.

• Kodex agrees to indemnify, defend, and hold harmless Company, and its officers, directors, agents and employees, from and against any and all Claims brought by a third party alleging that the GRM violates, infringes, or misappropriates the patent, copyright, trademark, or other intellectual property rights of any third-party. In the event such a Claim arises, and notwithstanding anything to the contrary herein, Company’s sole remedy shall be for Kodex to, at Kodex’s option may: (i) obtain rights for Company to continue to use the GRM; (ii) replace or modify the GRM so that it is no longer infringing, and provides the same material functionality to Company; or (iii) terminate this Agreement and provide Company a pro rata refund of prepaid Fees.

• When seeking indemnification, the indemnified Party shall: (a) promptly notify the indemnifying Party in writing of the claim, suit, or proceeding for which indemnification is sought, (b) upon indemnifying Party’s request, permit the indemnifying Party to control the defense and settlement negotiations of the claim, suit or proceeding, (c) cooperate with the indemnifying Party as reasonably requested to assist in the defense and/or settlement of the claim, suit or proceeding, and (d) have the right to provide for its own separate defense at its own expense.  Notwithstanding the foregoing, the failure to give notice to the indemnifying Party within a reasonable time of the commencement of any Claim under this Section will not relieve the indemnifying Party of any liability to the indemnified Party under this Section unless such failure materially prejudices the indemnifying Party’s ability to defend such Claim.

• Term and Termination.

• This Master Agreement shall continue in full force and effect from the Master Agreement Effective Date for so long as a valid order form or SOW exists hereunder, unless earlier terminated pursuant to its terms. 

• The Initial Term of the Agreement is specified in the Order. Thereafter, the Agreement will automatically renew for successive terms equal to the Initial Term (each a “Renewal Term”), unless either party notifies the other of its intent to not renew at least thirty (30) days prior to the end of the Term (the Initial Term and any Renewal Terms each a “Term”).

• Either Party may terminate this Master Agreement if the other Party breaches or is in default of any material obligation hereunder, which breach or default has not been cured within sixty (60) calendar days after receipt of written notice of such default (or such additional cure period as the non-breaching Party may authorize), except for payment obligations pursuant to Section 5, which must be cured no later than ten (10) calendar days after receipt of notice of default.  If Company terminates for any other reason except as described in this Section, or Kodex terminates pursuant to this Section, any remaining, unpaid Fees for the then-applicable Term will become due and Company must pay them within thirty (30) days of such termination.

• In addition to any other remedies available at law or in equity, Kodex will have the right, in its sole discretion, to immediately suspend Company or its Authorized Users’ access to the Services in the event of acts or omissions of Customer or its Authorized Users not in compliance with the terms of the Agreement. Kodex will use commercially reasonable efforts to give Company prior e-mail notice of suspension under this Section, and Services will resume once the non-compliance is resolved. Fees will continue to accrue and shall not be tolled during any suspension period. Kodex will not be liable to Company or its Authorized Users for any loss, damage or inconvenience suffered as a result of any suspension, unless pursuant to a breach of warranty under Section 7.1(ii).

• Upon termination of this Agreement, Company may submit a written request for Company Data for thirty (30) days thereafter, and Kodex shall export Company Data to Company in a reasonable machine-readable format. The provision of Company’s Data pursuant to this paragraph is subject to access limitations and a convenience fee as determined by Kodex in its reasonable discretion. Any and all Company Data that is not requested pursuant to this Section may be deleted by Kodex in its reasonable discretion.

• The rights and obligations of a Party which by their nature must survive termination or expiration of the Agreement in order to achieve its fundamental purposes will survive any termination of the Agreement, and include, without limitation, the following Sections of this Master Agreement: 1, 2.4, 2.5, 3, 6, 7, 8, 9, 10, 11.3, 11.5, 11.6., and 13.

• Reimbursement Collection. 

• Applicability. If Customer has agreed in an applicable Order for Kodex to provide the reimbursement collection Services, the language in this Section 12 shall apply.

• Scope of Services. Kodex may, at the instruction of the Customer, engage in the collection of funds owed to the Customer by Government Actors or other third-party entities in certain jurisdictions. Kodex shall undertake this collection following instructions provided by the Customer and shall not commence any collection activities without the prior approval of the Customer. 

• Authorization. The Customer hereby authorizes the Service Provider to act as its agent in the collection process, including but not limited to billing, receiving, and managing payments from the Government Actors or other third-party entities.

• Notification. The Service Provider shall notify the Customer of any funds successfully collected on their behalf at each billing period providing details of the collected amount and the debtor's basic information.

• Service Fee. In consideration for the reimbursement collection services provided, Kodex shall be entitled to retain a fee equal to a percentage of the total amount collected referenced in the Order. The Service Provider reserves the right to adjust the service fee with 30 days written notice to the Customer.

• Disbursement. Collected funds, minus the Service Fee, will first be used as a credit to offset any owed amounts to Kodex at the next billing period. Any remaining funds will be paid by Kodex to the Customer within 30 days of the start of the next billing period.

• Rate Determination. The reimbursement rates shall be determined solely by the Customer. The Customer retains the authority to establish and modify the reimbursement structure.

• Disputes and Resolution. In the event of any disputes related to the reimbursement rate between Customer and Government Actors or other third-party entities, the Customer shall be the sole entity responsible for making decisions and resolutions regarding the dispute. Kodex's role is limited to the collection process, and any issues or disagreements regarding pricing with Government Actors or third parties shall be resolved by the Customer. The Service Provider shall not be liable for disputes or the outcome of any dispute arising from the pricing decisions made by the Customer

• General Provisions.

• Assignment. Neither Party hereto may assign its rights, duties or obligations under this Master Agreement, in whole or in part, to any other person or entity without the prior written consent of the other Party such consent not to be unreasonably withheld.  Notwithstanding the foregoing, Kodex may assign this Master Agreement, in whole but not in part, in connection with the sale of all or substantially all of its assets or a change in control pursuant to a merger, acquisition, stock sale, reorganization, bankruptcy, or by operation of law, without the consent of Company.  Nothing in this Master Agreement shall create any rights in any third party beneficiaries, and neither Party has any obligation to any third party by virtue of this Master Agreement. Any impermissible assignment shall be null and void.  This Master Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successor sand assigns.

• Remedies Cumulative.  No remedy herein conferred is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or existing at law or in equity.

• Non-Waiver.  Neither the failure, nor any delay on the part of either Party to exercise any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or any other right, remedy, power or privilege nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

• Force Majeure.  Neither Party shall be responsible for delays or failures in performance resulting from acts beyond the control of such Party.  Such acts include, but are not limited to, acts of God, riots, acts of war, pandemics, epidemics, denial of service attacks, governmental regulations superimposed after the fact, fire, earthquakes or other disasters.  In the event that either Party is unable to perform any of its obligations under this Master Agreement or to enjoy any of its benefits because of such acts, the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Master Agreement shall be immediately suspended.

• Governing Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to conflict of laws provisions. All disputes and/or legal proceedings related to this Master Agreement shall be brought and maintained exclusively in federal or state courts located in Boston, Massachusetts, and the parties agree to personal jurisdiction and convenient forum therein.

• Dispute Resolution and Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Boston, Massachusetts before one arbitrator who is a lawyer with 10 years of active practice in computer technology. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow.

• Attorney’s fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing Party will be entitled to reasonable fees of attorneys and related costs and expenses in addition to any other relief to which such prevailing Party may be entitled.

• Notices. Except as otherwise expressly set forth in this Master Agreement, all notices given to the Parties under the Agreement will be in writing and will be given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile or e-mail with electronic confirmation, or personal delivery, if to Company at the address indicated on the applicable Order, and if to Kodex at:

Kodex, Inc.
Attn: CEO
68 Harrison Ave Ste 605
ECM #52241
Boston, MA, 02111-1929

With copy to: legal@kodexglobal.com

• Headings.  The headings used herein are for convenience only and do not constitute matters to be construed in interpreting this Master Agreement.

• Severability.  All clauses of this Master Agreement are distinct and severable and if any clause shall be deemed illegal or unenforceable for any reason, it shall not affect the legality or enforceability of any other clause of this Master Agreement. 

• Entire Agreement. All prior agreements, representations, statements, negotiations and understandings between the Parties are superseded hereby. Each Order and SOW shall be subject to this Master Agreement and any conflicting terms on any pre-printed or standard terms of any Company purchase order or other business processing document shall have no effect. To the extent the provisions of this Master Agreement conflict with an Order or SOW, this Master Agreement shall control, except where the Order or SOW expressly states the intent to supersede all or part of this Master Agreement.

• Modifications. Kodex may modify this Master Agreement at any time by posting a revised version on the Kodex website, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted. Each Order is subject to the most current version of the Master Agreement in effect pursuant to this section.

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