Business Datasets Use Agreement

BUSINESS DATASETS USE AGREEMENT

This Business Datasets Use Agreement (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Provider has assembled, aggregated, and maintains certain commercial business datasets, including but not limited to transaction records, firmographics, anonymized customer attributes, and related metadata (collectively, the "Datasets"); and

WHEREAS, Recipient desires limited access to the Datasets for the Permitted Uses defined below, and Provider is willing to grant such access subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to protect confidential elements of the Datasets, to limit redistribution, and to establish fees, security obligations, and remedies for misuse.

DATASET DESCRIPTION & PERMITTED USES

Permitted Uses (Recipient may only use the Datasets as expressly permitted below): select all that apply and describe any limitations.

Analytical research and internal reporting

Model training and development (non-production use allowed only)

Aggregated internal commercial reporting

SCOPE OF WORK

PAYMENT TERMS

In consideration for Provider granting access to the Datasets, Recipient shall pay Provider the fees described below in accordance with the invoice schedule. All amounts are stated in U.S. dollars and are non-refundable except as expressly provided.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after written notice specifying the breach. Termination does not relieve Recipient of obligations to pay fees incurred prior to termination or obligations that by their nature survive termination.

CONFIDENTIALITY

The Datasets and any non-public information disclosed under this Agreement are Confidential Information of Provider. Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the Permitted Uses; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations do not apply to information that is or becomes publicly available through no breach by Recipient, was rightfully known prior to disclosure, or is independently developed without use of Confidential Information.

DATA HANDLING & SECURITY

Recipient shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Datasets to prevent unauthorized access, use, disclosure, alteration or destruction. At a minimum, Recipient shall employ role-based access controls, encrypted storage for the Datasets at rest and in transit, logging of access, and reasonable procedures to sanitize outputs that could permit re-identification. Recipient agrees not to attempt to re-identify any de-identified data, and not to transfer or sell the Datasets to any third party.

AUDIT & COMPLIANCE

Provider may audit Recipient's compliance with this Agreement upon reasonable prior written notice no more than once annually, unless Provider has reasonable grounds to suspect a material breach, in which case additional audits may be conducted. Recipient shall cooperate with any such audit and provide access to systems, personnel and records necessary to verify compliance, subject to reasonable protection for Recipient's unrelated confidential business information.

INTELLECTUAL PROPERTY; RESTRICTIONS

Provider retains all right, title and interest in and to the Datasets, including any underlying intellectual property. Recipient acquires only the limited, non-exclusive, non-transferable right to use the Datasets for the Permitted Uses during the Term. Recipient shall not copy, modify, distribute, sublicense, sell, rent, disclose or create derivative works from the Datasets except as expressly permitted in this Agreement.

INDEMNIFICATION & LIMITATION OF LIABILITY

Recipient shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Recipient's breach of this Agreement, misuse of the Datasets, or violation of applicable law. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any Schedules or Exhibits executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Recipient may not assign this Agreement without Provider's prior written consent, except in connection with a merger or sale of substantially all of Recipient's assets.

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