CoPowr Master Services Agreement

This Master Services Agreement (the "Agreement") is between CoPowr LLC, an Arizona limited liability company ("CoPowr," "we," "us"), and the business identified as the client in the Order that references this Agreement (the "Client," "you").

1. Definitions

• "Order" means any of the following that references this Agreement: a completed online checkout, an accepted Statement of Work, an accepted change order, or a plan subscription.
• "SOW" means a statement of work issued by CoPowr that identifies the scope, Deliverables, price and payment schedule for an engagement, and carries a unique SOW ID (for example SOW-2026-014).
• "Offer" means a fixed-price service CoPowr sells from its published menu, such as the Blueprint, Quick Fix, Fix Pack, a Starter build, Care, Priority Care or the Build Plan. The website description of an Offer in effect on the Order date, together with any SOW for it, is the scope of that Offer.
• "Authorized Buyer" means the individual who accepts an Order on the Client's behalf.
• "Deliverables" means the workflows, automations, configurations, scripts, documentation, diagrams, training recordings and other materials CoPowr creates specifically for the Client and delivers under an Order.
• "Reusable Materials" means CoPowr's pre-existing or independently developed templates, patterns, prompt libraries, code snippets, checklists, methods and know-how, and any generalized improvements to them that do not contain Client Confidential Information.
• "Client Materials" means data, documents, credentials, content, specifications and systems the Client (or anyone acting for it) provides or makes available to CoPowr.
• "Third-Party Services" means software, platforms, APIs, AI models and services not owned by CoPowr, such as Microsoft 365, Power Automate, Google Workspace, Zapier, Make, Procore, QuickBooks, Sage, OpenAI, Anthropic and similar.
• "AI Output" means content, classifications, summaries, extractions, predictions or other output generated by an AI model, whether inside a Deliverable or during the Services.
• "Launch" means the Deliverable is live in the Client's production environment, or available for production use if the Client chooses not to switch it on.
• "Business Day" means Monday through Friday, excluding U.S. federal holidays, in Arizona time.

2. How this Agreement is formed

2.1 Acceptance. This Agreement and the Order that references it become binding on the earliest of: (a) the Authorized Buyer checking the acceptance box at an online checkout that links to this Agreement and names the Order; (b) the Authorized Buyer typing their name to accept, or signing, an SOW or change order; or (c) payment of the first invoice for an SOW, where that invoice (or the SOW sent with it) identifies the SOW ID, refers to this Agreement and states that payment is acceptance. The Agreement that applies to an Order is the one in effect on the date the Order is accepted.

2.2 Authority. The Authorized Buyer represents that they are at least 18, that they are an employee, owner or officer of the Client (or are otherwise authorized to act for it), and that they have authority to bind the Client to this Agreement and the Order. If they do not have that authority, the Authorized Buyer is responsible to CoPowr for the obligations of the Client under the Order to the extent permitted by law. The Client ratifies an Order if it pays for it, gives CoPowr access to its systems for it, or uses its Deliverables.

2.3 Business use only. Services are offered only to businesses and other organizations for business purposes. They are not offered for personal, family or household purposes.

2.4 Accounts and contacts. Online accounts and checkouts are held by the individual Authorized Buyer, not by the Client company. CoPowr may rely on instructions, approvals and acceptances from the Authorized Buyer and from anyone the Authorized Buyer names in writing (email is enough) as a Client contact, until the Client tells CoPowr otherwise in writing. The Client is responsible for keeping its contacts current, including when an Authorized Buyer leaves the company.

2.5 Order of precedence. If documents conflict, this order applies: (1) this Agreement; (2) the Data Handling Exhibit (Exhibit A); (3) the SOW or change order; (4) the Offer description on the website; (5) proposals, quotes and emails. An SOW may override a section of this Agreement only if it names the section it overrides and says it is overriding it. Purchase orders, vendor-portal terms or other forms from the Client do not add to or change this Agreement, even if CoPowr signs or acknowledges them, unless CoPowr agrees in a signed amendment that names this section.

2.6 Changes to this Agreement. CoPowr may publish an updated Agreement with a new effective date. An update applies only to Orders accepted after it is published. It never changes an Order already accepted unless both parties agree in writing.

3. Services and Offers

3.1 Services. CoPowr will perform the services described in each Order (the "Services") in a professional and workmanlike manner.

3.2 Discovery call. The free discovery call is a short phone conversation to assess fit. It does not create a client relationship or any obligation for either party, and nothing said on it is advice the Client should rely on.

3.3 Blueprint. The Blueprint maps one workflow for one team and produces a written plan and a fixed-price SOW for a build.
(a) Credit. The full Blueprint fee is credited against the first build SOW the same Client accepts within 60 days after the Blueprint is delivered. The credit is applied to the first invoice of that SOW, cannot be split across SOWs, transferred to another company or redeemed for cash, and expires after 60 days.
(b) No refund. The Blueprint fee is non-refundable once kickoff has been scheduled (Section 9.3(a)), including after the Blueprint is delivered. Its continuing value is the plan itself, which the Client may use with CoPowr or anyone else, and the credit in Section 3.3(a).
(c) Rescheduling. Working sessions can be rescheduled once without charge with at least 24 hours' notice. If the Client misses a session without notice, CoPowr may treat the session as delivered.

3.4 Quick Fix and Fix Pack. A Quick Fix is one small automation built in tools the Client already licenses and must meet the eligibility checklist on the website. If, within 2 Business Days after access is granted, CoPowr determines the request does not qualify, CoPowr will either offer a larger Offer (the Client pays the difference if it accepts) or refund the Quick Fix fee in full before build work starts. A Fix Pack is three Quick Fixes, used one at a time within 6 months after purchase. Unused Quick Fixes in a Fix Pack expire at the end of the 6 months.

3.5 Builds. Starter, Growth and Custom builds are delivered under an SOW with acceptance criteria. Starter builds include one revision cycle unless the SOW says otherwise.

3.6 Plans. Care, Priority Care and the Build Plan are governed by Section 8.

3.7 Subcontractors. CoPowr may use qualified subcontractors. CoPowr remains responsible for their work, and they will be bound in writing by confidentiality, data-handling and IP-assignment terms at least as protective as this Agreement. CoPowr will tell the Client before a subcontractor is given access to Client systems or Client data.

4. Client responsibilities

4.1 The Client will, on time and at its own cost:
(a) provide the access, accounts, data and information listed in the Order, within 3 Business Days after payment for Quick Fixes and Starter builds and as the SOW states for other work;
(b) make a decision-maker and the people named in the SOW available for scheduled sessions;
(c) maintain its own licenses, subscriptions and accounts for all Third-Party Services used by the Deliverables, and pay those vendors directly;
(d) maintain current backups of its data and systems before CoPowr starts work and while Deliverables run;
(e) give CoPowr dedicated, least-privilege user accounts where the platform allows it, protected by multi-factor authentication, and revoke them when the engagement ends;
(f) make sure it has the rights and any consents needed to give CoPowr the Client Materials and to process them as the Deliverables do;
(g) review AI Output and any automated result before relying on it for a business, financial, legal, safety or employment decision; and
(h) comply with the Data Handling Exhibit, including not giving CoPowr Excluded Data.

4.2 Client delay. CoPowr's dates depend on the Client meeting Section 4.1. If the Client does not respond to a reasonable request or provide access for 10 Business Days, CoPowr may pause the engagement and move its start date to the next open slot. If the delay continues for 30 days after CoPowr's written notice of the pause, CoPowr may close the engagement as delivered as-is. Fees already paid are not refunded, but CoPowr will convert the unused portion of a closed engagement into account credit one time, usable within 6 months.

5. Fees and payment

5.1 Prices. Prices are in U.S. dollars and are set in the Order. CoPowr does not bill projects by the hour.

5.2 Payment schedule. Unless the Order says otherwise:

Deposit invoices are due within 7 days; CoPowr schedules work only after the deposit is received. Milestone and Launch invoices are due 15 days after the invoice date.

5.3 Payment methods and card surcharge. The Client may pay by ACH or bank transfer, or by card where offered. For invoices of $5,000 or more, payment by credit card is optional and carries a surcharge that is disclosed before payment, applies only to credit cards (never debit or prepaid cards), is shown as a separate line on the receipt, and does not exceed CoPowr's cost of card acceptance or the lower of any card-network or legal cap (currently 3%). ACH and bank transfer carry no surcharge. Details are in the Surcharge Notice in effect at the time of payment.

5.4 Late payment. Amounts not paid when due accrue a late charge of 1.5% per month (18% per year) or the highest rate permitted by law, whichever is lower, from the due date until paid. If an invoice is more than 15 days overdue, CoPowr may pause work and plan services after giving 3 Business Days' notice by email. Paused time does not extend any warranty period. The Client will reimburse reasonable collection costs, including attorneys' fees, for overdue amounts.

5.5 Disputed invoices. The Client must tell CoPowr in writing about any good-faith invoice dispute within 10 days after the invoice date, and pay the undisputed portion on time. Before starting a card chargeback or payment reversal, the Client agrees to raise the issue with CoPowr and allow 10 Business Days to resolve it.

5.6 Taxes. Prices exclude sales, use, transaction privilege and similar taxes. The Client pays any such taxes that apply, other than taxes on CoPowr's income.

5.7 Expenses. There are no travel or expense charges unless the SOW lists them.

5.8 Credits. Credits (Blueprint credit, Fix Pack units, delay conversions and any goodwill credit) belong to the Client company, have no cash value, cannot be transferred and expire as stated.

6. Changes

6.1 Anything not listed in the Order is out of scope. CoPowr will not do out-of-scope work without an accepted change order.

6.2 Change orders use this fixed card:

CoPowr decides the size in good faith and states it, with the price and any timeline impact, in the change order. S and M change orders are paid 100% at acceptance. A change order is accepted by the same methods as an Order (Section 2.1), including by reply email from a Client contact followed by payment.

6.3 A second revision cycle on a Starter build is a Small change order.

7. Acceptance

7.1 Each SOW lists acceptance criteria written as tests.

7.2 After Launch, the Client has 5 Business Days to report, in writing, any failure of a Deliverable to meet its acceptance criteria, with enough detail for CoPowr to reproduce it. CoPowr will fix reported failures and give the Client a further 3 Business Days to re-check only the fixed items.

7.3 A Deliverable is accepted on the earliest of: (a) the Client's written acceptance; (b) the end of the 5-Business-Day period without a valid failure report; or (c) the Client using the Deliverable in production for its business purposes, other than for testing. Requests that go beyond the acceptance criteria are changes under Section 6, not failures.

7.4 Launch-invoice timing does not depend on a sign-off. The Launch invoice is issued at Launch.

8. Plans (Care, Priority Care, Build Plan)

8.1 Eligibility. Plans cover only automations and Deliverables CoPowr built or has reviewed and agreed in writing to support.

8.2 Billing and renewal. Plans are billed monthly in advance on the start date and renew automatically each month until canceled. The Client may cancel any time from the billing portal or by email; cancellation takes effect at the end of the current paid month and there are no partial-month refunds. The Build Plan has a 3-month minimum term. If the Client cancels before the third monthly payment, the remaining minimum-term fees become due.

8.3 Included time. Each plan includes the monthly support hours and response targets stated on its Offer page (for example, Care: 2 hours, 2-Business-Day response target; Priority Care: 6 hours, 1-Business-Day response target; Build Plan: Priority Care plus one Quick-Fix-sized improvement at a time). Response targets are goals, not guarantees, and apply on Business Days. Unused hours do not roll over. Plans are never "unlimited."

8.4 Overage. Work beyond a plan's included hours is sold only as prepaid 2-hour blocks at $300, which expire 12 months after purchase.

8.5 Price changes. CoPowr may change a plan's price with at least 60 days' written notice, effective at the next renewal after the notice period.

9. Term and termination

9.1 Term. This Agreement starts when the first Order is accepted and continues until all Orders have ended. Either party may end this Agreement for future Orders at any time by notice.

9.2 Termination for breach. Either party may terminate an Order if the other party materially breaches it and does not cure within 15 days after written notice (5 Business Days for non-payment).

9.3 Client termination for convenience. The Client may cancel an SOW or Offer by written notice. Because Offers are priced as fixed-price work with capacity reserved for the Client:
(a) payments for Offers under $5,000 (Blueprint, Quick Fix, Fix Pack units, Starter builds) are non-refundable once kickoff has been scheduled, except under Quick Fix reclassification (Section 3.4) or Section 9.4;
(b) for milestone-billed SOWs, the Client pays for every milestone reached plus a pro-rated share of the current milestone based on work performed, and CoPowr refunds any prepaid amount above that.

9.4 CoPowr termination for convenience. CoPowr may cancel an Order that has not reached Launch by written notice, and will refund all fees paid for work not yet delivered.

9.5 Effect. On termination, CoPowr will deliver the work completed and paid for, both parties will handle data as stated in Exhibit A, and each party will return or destroy the other's Confidential Information as stated in Section 11. Sections 5, 9.5, 10, 11, 12, 13, 14, 15, 16, 18, 20 and 21 survive.

10. Intellectual property

10.1 Client ownership. When CoPowr has received full payment for an Order, the Client owns the Deliverables from that Order, to the extent they are capable of ownership, and CoPowr assigns to the Client its rights in them, excluding Reusable Materials and Third-Party Services. Until full payment, CoPowr grants the Client a limited license to use the Deliverables for evaluation and acceptance only.

10.2 CoPowr ownership. CoPowr keeps all rights in the Reusable Materials. To the extent Reusable Materials are part of a Deliverable, CoPowr grants the Client a perpetual, non-exclusive, non-transferable (except with the Deliverable as part of a sale of the Client's business), royalty-free license to use, copy and modify them for the Client's internal business purposes as part of that Deliverable.

10.3 Client Materials. The Client keeps all rights in the Client Materials and grants CoPowr a limited license to use them only to perform the Services.

10.4 Third-Party Services. Third-Party Services remain the property of their owners and are governed by their own terms between the Client and the vendor.

10.5 AI Output. Some AI Output may not be protected by copyright or may resemble output generated for others. CoPowr makes no promise that AI Output is unique or ownable.

10.6 Know-how. Nothing in this Agreement stops CoPowr from using the general skills, ideas and experience it gains, or from building similar solutions for others, as long as it does not use the Client's Confidential Information.

11. Confidentiality

11.1 "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Client Materials, credentials, pricing in an SOW and business plans. It does not include information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is independently developed without use of the discloser's information, or is rightfully received from a third party without a duty of confidentiality.

11.2 The recipient will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and share it only with its personnel and subcontractors who need it for this Agreement and are bound by confidentiality terms at least as protective. The recipient may disclose Confidential Information if required by law or court order, after giving the discloser prompt notice where legally allowed.

11.3 These duties last for 3 years after the last Order ends, and for credentials, personal information and trade secrets, for as long as the information remains protected by law.

12. Data handling

12.1 Exhibit A (Data Handling) is part of this Agreement.

12.2 For Client Materials that contain personal information, CoPowr acts as the Client's service provider: it processes them only to perform the Services and on the Client's documented instructions, and does not sell them or use them for its own purposes.

12.3 The Client authorizes CoPowr to use the service providers listed in Exhibit A, including AI model providers on terms that do not allow them to train on Client data, and CoPowr will give the Client notice before adding a service provider that will process Client personal information.

13. Third-Party Services and AI

13.1 Deliverables run on Third-Party Services that the Client chooses and licenses. CoPowr is not responsible for, and gives no warranty about, any Third-Party Service, including its availability, security, accuracy, pricing, terms, API changes, rate limits, deprecations or data loss. If a Third-Party Service change breaks a Deliverable after acceptance, the fix is a change order or plan work, not a warranty claim.

13.2 AI models can produce output that is inaccurate, incomplete, biased or inconsistent from run to run. Deliverables that use AI are designed to support, not replace, human judgment. The Client is responsible for human review of AI Output before relying on it, especially for financial reporting, tax, payroll, legal, contractual, safety, engineering, employment or customer-facing decisions.

13.3 The Client is responsible for its use of Third-Party Services under their terms, including any rules about automated access, data use or AI.

14. Warranties and disclaimers

14.1 CoPowr's warranty. CoPowr warrants that it will perform the Services in a professional and workmanlike manner and that each Deliverable will materially meet its acceptance criteria for 30 days after acceptance. If the Client reports a breach of this warranty in writing within that period, CoPowr will, at its option, re-perform or fix the non-conforming work at no charge or, if it cannot do so within a reasonable time, refund the fees paid for the non-conforming part. This is the Client's only remedy for breach of warranty. The warranty does not cover problems caused by Third-Party Services, Client Materials, changes made by anyone other than CoPowr, or use outside the documented purpose.

14.2 No guaranteed outcomes. Estimates of time saved, cost reduced, accuracy, adoption or return on investment, including those in a Blueprint, proposal or on the website, are good-faith estimates based on stated assumptions. CoPowr does not guarantee any savings, revenue, efficiency, adoption or other business result.

14.3 No professional advice. CoPowr provides technology implementation services. It does not provide legal, tax, accounting, audit, attest, financial, insurance, engineering, architectural, safety or regulatory-compliance advice, and its Deliverables are not a substitute for that advice. The Client remains responsible for its own compliance (for example, with accounting standards, tax rules, prevailing-wage, OSHA, licensing, contract and permitting requirements).

14.4 Disclaimer. EXCEPT AS STATED IN SECTION 14.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND COPOWR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

15. Limitation of liability

15.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, BUSINESS INTERRUPTION, DELAY DAMAGES (INCLUDING LIQUIDATED DAMAGES OWED UNDER THE CLIENT'S OWN CONTRACTS), OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 General cap. TO THE FULLEST EXTENT PERMITTED BY LAW, COPOWR'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS, ON ANY THEORY, WILL NOT EXCEED THE FEES THE CLIENT ACTUALLY PAID TO COPOWR UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. For plans, the cap is the plan fees paid in the 3 months before that event.

15.3 Data and confidentiality cap. For claims arising from a breach of Section 11 (Confidentiality) or Exhibit A (Data Handling), COPOWR'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES the amount in Section 15.2.

15.4 What the caps do not limit. The caps and exclusions do not limit: (a) the Client's obligation to pay fees; (b) the Client's indemnity under Section 16.2; (c) a party's liability for its fraud or willful misconduct; or (d) any liability that cannot be limited under applicable law.

15.5 Basis of the bargain. The Client agrees these limits reflect the fixed prices and an allocation of risk that is part of the bargain, and that CoPowr would not provide the Services at these prices without them.

15.6 LLC only. The Client's claims under this Agreement may be brought only against CoPowr LLC, not against any of its members, managers, employees or subcontractors personally.

15.7 Time to bring claims. Any claim must be brought within one year after the claimant knew or should have known of it, except claims for unpaid fees.

16. Indemnities

16.1 By CoPowr. CoPowr will defend the Client against a third-party claim that a Deliverable, as delivered by CoPowr, infringes a U.S. copyright or misappropriates a trade secret, and pay amounts finally awarded or agreed in settlement. This does not apply to claims caused by Client Materials, Third-Party Services, AI Output, Reusable Materials used as intended by the Client's platform vendor, modifications by anyone other than CoPowr, or combination with items CoPowr did not provide. If a Deliverable is, or CoPowr believes it is likely to be, subject to such a claim, CoPowr may modify or replace it, or refund the fees paid for it and end the Client's right to use it. CoPowr's obligations under this Section 16.1 are subject to the cap in Section 15.2 and are the Client's only remedy for infringement claims.

16.2 By the Client. The Client will defend CoPowr and its members, managers and personnel against third-party claims, and pay resulting losses and reasonable attorneys' fees, arising from: (a) Client Materials, including any claim that CoPowr's authorized use of them violates a law, privacy right, contract or intellectual property right; (b) the Client's use of the Deliverables or AI Output, including decisions made with them; (c) the Client's breach of the terms of a Third-Party Service; or (d) the Client's breach of Section 4.1(f) or (h).

16.3 Process. The protected party must give prompt written notice of the claim (delay only reduces the obligation to the extent it causes prejudice), let the defending party control the defense and settlement (no settlement that admits fault or imposes obligations on the protected party without its consent), and cooperate reasonably at the defending party's cost.

17. Insurance

No insurance requirement applies to either party unless an SOW expressly states one.

18. Non-solicitation

During an Order and for 12 months after it ends, neither party will directly solicit for employment or engagement any employee or contractor of the other party who worked on that Order, without the other party's written consent. General job advertisements and hires of people who respond to them are not solicitation.

19. Publicity

CoPowr will not name the Client or describe the engagement publicly, including as a case study or result, without the Client's written permission (email is enough). The Client may withdraw permission for future use at any time.

20. Governing law and disputes

20.1 This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules.

20.2 Before starting a lawsuit, a party must give the other written notice describing the dispute, and the parties' decision-makers will try in good faith to resolve it for 15 days. Either party may then propose non-binding mediation in Maricopa County, Arizona, with costs shared equally.

20.3 Any lawsuit must be brought exclusively in the state courts located in Maricopa County, Arizona, or the United States District Court for the District of Arizona (Phoenix Division), and each party consents to their jurisdiction. Either party may bring a claim within the limits of a small-claims or justice court in Maricopa County. Either party may seek an injunction in any court to protect its Confidential Information or intellectual property.

20.4 In any action to enforce this Agreement, the prevailing party may recover its reasonable attorneys' fees and costs.

21. General

21.1 Independent contractor. CoPowr is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint-venture or agency relationship.

21.2 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business that agrees in writing to be bound. Any other attempted assignment is void.

21.3 Notices. Notices must be in writing. Notices may be sent by email to the addresses in the Order (for CoPowr, hi@copowr.com) and are effective when sent, unless the sender receives a bounce. Notices of breach, termination or a legal claim must also be sent by a second method (a second email to a different Client contact, or mail or courier to the address in the Order).

21.4 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including outages or changes of Third-Party Services, internet or utility failures, natural disasters, illness of CoPowr's principal, government action or labor disputes. If such an event delays an Order by more than 30 days, either party may cancel the affected Order, and CoPowr will refund fees for work not yet performed.

21.5 Electronic records and signatures. The parties agree to transact electronically. Electronic acceptances, signatures, records and payments under Section 2.1 have the same effect as signed paper originals under the federal E-SIGN Act and the Arizona Electronic Transactions Act (A.R.S. §44-7001 et seq.). CoPowr will keep a copy of each accepted Order and the Agreement in effect for it and will provide a copy on request.

21.6 Entire agreement. This Agreement and the Orders under it are the entire agreement on their subject and replace all prior proposals and discussions about it. Amendments must be in writing and accepted by both parties under Section 2.1 or signed.

21.7 Severability; waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. Not enforcing a provision is not a waiver.

21.8 Headings and interpretation. Headings are for convenience. "Including" means "including without limitation."

Exhibit A: Data Handling

A.1 Minimum data. CoPowr asks for the least access and data needed for the Order. Where possible, CoPowr works inside the Client's own systems and does not copy Client data to CoPowr systems.

A.2 Excluded Data. Unless an SOW expressly includes it and adds any required agreement (for example, a HIPAA business associate agreement), the Client will not give CoPowr access to, and the Deliverables are not designed to process:
(a) protected health information under HIPAA;
(b) Controlled Unclassified Information, Federal Contract Information subject to CMMC or DFARS 252.204-7012, or export-controlled data under ITAR or EAR;
(c) full payment card numbers or card security codes;
(d) Social Security numbers, driver's license numbers, bank account numbers or other government identifiers, except where the SOW states the field and the need; and
(e) biometric data or data about children under 13.

A.3 Credentials. CoPowr stores credentials only in an encrypted password manager with multi-factor authentication, never in email, chat or documents, and does not share them with anyone not authorized under Section 3.7. CoPowr will tell the Client when it no longer needs an account so the Client can revoke it.

A.4 Security. CoPowr will use reasonable administrative, technical and physical safeguards for Client data in its possession, including: multi-factor authentication on CoPowr accounts; full-disk encryption on devices; current operating-system and security updates; encrypted transmission; and access limited to people working on the Order.

A.5 Service providers. CoPowr's current service providers that may process Client business contact data or Client data: Microsoft 365 (email, files), HubSpot (client contact records only), Stripe (payments), Vercel and Resend (website forms and email), Supabase (client portal, once launched) and, only where an SOW calls for it, AI model providers used through business or API terms that do not permit training on Client data (named in the SOW that uses them). The current list is in the Privacy Policy.

A.6 Security incidents. CoPowr will notify the Client without undue delay, and no later than 72 hours after confirming, that Client personal information in CoPowr's possession was accessed or acquired without authorization, and will reasonably cooperate so the Client can meet its own notice duties (for example, A.R.S. §18-551 et seq.).

A.7 Return and deletion. Within 30 days after the last Order ends, or earlier on request, CoPowr will delete or return Client data in its possession, except for copies in routine backups (deleted on their normal cycle) and records CoPowr must keep for legal, tax or accounting reasons, which remain confidential.

A.8 Accounting and tax firms. If the Client is a CPA, accounting, bookkeeping or tax-preparation firm:
(a) CoPowr will maintain the safeguards in A.4 so the Client can meet its service-provider oversight duties under the FTC Safeguards Rule (16 C.F.R. Part 314) and will answer reasonable written questions about them once a year;
(b) CoPowr will use and disclose tax return information only to perform the Services for the Client and as permitted by 26 U.S.C. §7216 and its regulations;
(c) CoPowr's confidentiality duties are intended to satisfy the AICPA Code's requirements for disclosing client information to third-party service providers (ET §1.700.040); the Client remains responsible for any client consent or notice the Code or its state board requires; and
(d) CoPowr does not perform any attest, compilation, review, tax or accounting service.

A.9 Construction companies. If the Client performs federal or defense contracts, it will tell CoPowr before sharing any project documents, and will not share documents marked CUI, FOUO, ITAR or similar. Drawings, bids, subcontractor data and payroll records are Confidential Information.

Exhibit B: Offer schedule (for reference; prices for new Orders are those on the website or in the SOW)

Signature block for Orders signed on paper or by e-signature (optional; not required for checkout or payment acceptance):

CoPowr LLC, by: ______________________ Name: ____________ Title: Member Date: ________

[Client legal name], by: ______________________ Name: ____________ Title: ____________ Date: ________