DAP Service Agreement

DAP SERVICE AGREEMENT

This DAP Service Agreement ("Agreement") is entered into as of the Effective Date: , by and between Service Provider: (Entity Type: Corporation LLC Individual Other ), Address: and Client Name: (Entity Type: Corporation LLC Individual Other ), Address: .

RECITALS

WHEREAS, Service Provider operates and maintains a data access platform and related services designed to collect, process and deliver data analytics and platform functionality (the "DAP Services"); and

WHEREAS, Client desires to engage Service Provider to provide certain DAP Services and Deliverables as described in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the performance, delivery, use and payment for the DAP Services and Deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "DAP Services" means the services described in Exhibit A attached hereto and any agreed statements of work, including configuration, data ingestion, analytics, reporting and platform access. "Deliverables" means the tangible outputs specifically delivered to Client pursuant to this Agreement.

1.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide the DAP Services and Deliverables in accordance with the timelines, specifications and acceptance criteria set forth in the applicable statement of work. Service Provider will perform services using personnel with appropriate skill, care and diligence consistent with industry standards.

2.2 Service Provider shall provide reasonable support and maintenance as described in the statement of work and shall use commercially reasonable efforts to meet any service levels agreed by the parties.

3. FEES AND PAYMENT

3.1 Client shall pay Service Provider the fees set forth in the applicable statement of work. Fees for initial services: $ . All fees are exclusive of taxes and duties.

3.2 Invoices are due within days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own, but in no event less than reasonable care.

4.2 Confidential Information does not include information that is: (a) publicly known through no wrongful act of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

4.3 Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or bona fide backup systems; retained copies shall remain subject to confidentiality obligations.

5. DATA PROTECTION

5.1 Each party shall comply with applicable data protection laws in the collection, processing and transfer of personal data. Service Provider shall implement reasonable technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

5.2 In the event of a confirmed data breach affecting the other party's personal data, Service Provider shall notify Client without undue delay and in any event no later than hours after becoming aware, and shall provide reasonable assistance to mitigate and remediate the breach.

6. INTELLECTUAL PROPERTY

6.1 Except as expressly set forth, Service Provider retains all right, title and interest in and to the platform, software, tools, workflows, algorithms and other pre-existing intellectual property used to provide the DAP Services. Client is granted a limited, non-exclusive, non-transferable license to access and use the Deliverables and the platform solely for Client's internal business purposes during the Term.

6.2 To the extent any Deliverables are specially commissioned and identified as work-for-hire in a statement of work, and subject to Client's payment in full, Service Provider assigns to Client all right, title and interest in such Deliverables; provided, however, that Service Provider retains the right to use general ideas, know-how and methods developed during performance.

7. WARRANTIES; DISCLAIMER

7.1 Service Provider warrants that it will perform the DAP Services in a professional and workmanlike manner in accordance with industry standards. For any breach of this warranty, Service Provider's sole and exclusive liability, and Client's sole remedy, shall be re-performance of the non-conforming services or, if Service Provider cannot re-perform, a refund of the fees paid for the non-conforming portion.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Service Provider shall indemnify and defend Client from and against third party claims alleging that the Deliverables, as delivered, infringe a third party's issued patent, copyright or trade secret, provided Client gives prompt notice and reasonable control of the defense to Service Provider. Service Provider shall have no liability for claims arising from modifications by Client, use outside the scope of this Agreement or combination with third party products.

8.2 EXCEPT FOR WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 The Term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein. This Agreement shall automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

9.2 Either party may terminate this Agreement for material breach by the other party that remains uncured after days written notice specifying the breach. Either party may terminate for insolvency or bankruptcy of the other party.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below (or to such other address as either party may designate in writing). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified, return receipt requested.

11. AMENDMENT; WAIVER; ASSIGNMENT

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing.

11.2 Neither party may assign this Agreement without the prior written consent of the other party; provided that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

12. FORCE MAJEURE

12.1 Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, terrorism, pandemics, governmental actions, labor disputes, or interruption of telecommunications or utilities; provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 This Agreement, together with any attached exhibits and statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements or communications, whether oral or written.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

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