International Jurisdictions

1. Subject to the terms set forth in the Agreement and this Appendix, the Parties agree that the Program shall be provided in the non-U.S. jurisdictions set forth in the Eligibility File, and/or as mutually agreed upon by the parties.
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2. Maven has the right to amend the list of jurisdictions by providing written notice to Customer in the event a jurisdiction is (a) materially engaged in domestic or foreign war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (b) subject to actions, embargoes, changes in law or regulation, or blockades in effect on or after the date of this Agreement that impact or impede the delivery of Program; (c) has declared a state of national or jurisdictional emergency that impacts over 30% of the population; (d) other similar events that materially impact, impede or limit the ability of the Maven to provide Program, or that may impact the Maven’s business or reputation in a negative manner.
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3.    
  3.1. Customer acknowledges that the Program maybe subject to U.S. export control Laws, including the Export AdministrationRegulations (EAR) maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of ForeignAssets Control (OFAC). Customer agrees, and to require all Participants, to comply with all applicable U.S. and international export control Laws, as well as end-user, end-use, and destination restrictions imposed by U.S. and other governments.
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  3.2. The Parties agree that none of the Program may be delivered, downloaded or otherwise exported or re- exported (i) into any country for which the United States has a trade embargo, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. If any of the Jurisdictions fall within (i) or (ii), this Appendix shall be automatically amended to remove the reference to the Jurisdiction set forth above.
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  3.3. Customer represents and warrants that itis not located in, under the control of, or a national or resident of any such country or on any such list. This export control clause shall survive termination or cancellation of this Agreement.
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4. Notwithstanding anything in the Agreement, Order Form, an Exhibit, Appendix, or the Business Associate Agreement, Customer acknowledges and agrees that Maven may, in its discretion, share, transmit, transfer, store, and/or process PHI, PII, and other data related to Eligible Customer Beneficiaries and Participants to suchJurisdiction(s) or other jurisdictions in order to provide the Program to Eligible Customer Beneficiaries or Participants residing in or visiting a jurisdiction and for business purposes, including for quality assurance, payment, and reporting data in accordance with the Agreement or Order Form to Customer.