Data Feed Legal Agreement

DATA FEED LEGAL AGREEMENT

This Data Feed Legal Agreement ("Agreement") is made and entered into as of , (the "Effective Date"), by and between Provider Name: , a legal entity with principal place of business at , and Recipient Name: , with principal place of business at . Provider and Recipient each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider collects, aggregates and maintains certain data and metadata concerning products, pricing, availability, usage metrics and related business information (the "Data"); and

WHEREAS, Recipient desires to receive a continuous electronic feed of the Data and Provider is willing to provide such feed subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to define the format, delivery, permitted uses, security measures, fees and limitations applicable to the Data feed.

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

1. DEFINITIONS

1.1 "Data" means the information described in Section 2 and any derivative or aggregated data created by Provider in connection with the feed. "Confidential Information" has the meaning set forth in Section 6.

2. DATA FEED DESCRIPTION AND DELIVERY

2.1 Scope of Data. Provider shall deliver the Data elements as described below and as may be modified by mutual written agreement. Data elements to be provided:

2.2 Delivery Method and Frequency. Provider will deliver the Data via the electronic transmission method set forth below and at the frequency indicated: Method: ; Frequency: .

2.3 Format and Schema. Provider will provide an initial schema and sample payloads. Recipient acknowledges that Provider may update the schema with thirty (30) days' advance notice unless immediate change is required for security or regulatory reasons.

3. LICENSE AND USE RESTRICTIONS

3.1 License Grant. Subject to the terms of this Agreement, Provider grants Recipient a non-exclusive, non-transferable, revocable license to ingest, display and internal use the Data for Recipient's business operations described as:

3.2 Restrictions. Recipient shall not (a) sublicense, sell, rent or distribute the Data to third parties except as expressly permitted in writing; (b) attempt to reverse engineer Provider's proprietary processing or algorithms; or (c) use the Data to create a competing data feed offering without Provider's prior written consent.

4. FEES AND PAYMENT

4.1 Fees. Recipient shall pay Provider the fees set forth below. Fees shall be due net thirty (30) days from invoice date. Fee schedule or one-time setup fee:

4.2 Taxes. All fees are exclusive of taxes. Recipient will be responsible for any applicable sales, use, value-added or other taxes, excluding taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Data.

5.2 Obligations. The receiving Party will (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted herein.

6. DATA SECURITY AND PRIVACY

6.1 Security Standards. Each Party will implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Data, including encryption in transit, access controls, logging and periodic vulnerability assessment. Recipient will restrict access to authorized personnel only.

6.2 Breach Notification. In the event of a confirmed security incident materially affecting the confidentiality or integrity of the Data, the Party detecting such incident will notify the other Party promptly and cooperate in incident response, mitigation and notification as required by applicable law.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that it will use commercially reasonable efforts to deliver the Data in accordance with the specifications. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE DATA IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, HOWEVER CAUSED.

8.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED or the total fees paid by Recipient to Provider in the preceding twelve (12) months, whichever is greater.

9. INDEMNIFICATION

9.1 Indemnity by Recipient. Recipient shall indemnify, defend and hold harmless Provider from and against any third-party claims arising out of Recipient's breach of this Agreement, misuse of the Data, or its negligent or willful acts.

9.2 Indemnity by Provider. Provider shall indemnify Recipient against third-party claims that the provided Data, as delivered under this Agreement, infringes a third party's copyright, provided that Recipient promptly notifies Provider of any claim and cooperates in the defense.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches any provision and fails to cure within the notice period.

10.3 Effect of Termination. Upon termination, Recipient shall cease use of the Data and, at Provider's election, return or certify destruction of all copies of Confidential Information. Termination shall not relieve Recipient of its obligation to pay fees accrued prior to termination.

11. AUDIT AND COMPLIANCE

11.1 Audit Rights. Provider may audit Recipient's use of the Data no more than once annually upon ten (10) days' notice to verify compliance. Such audit shall be during regular business hours and not unreasonably disruptive.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices shall be effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment of this Agreement will be effective unless in writing signed by authorized representatives of both Parties.

13.2 Waiver. No waiver shall be effective unless in writing. The failure to exercise any right shall not operate as a waiver of that right.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire and exclusive understanding between the Parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor to all or substantially all of its business by merger or sale of assets.

15.2 Publicity. Neither Party shall use the other's name, trademarks or logos in any promotional materials without prior written consent; provided that Provider may identify Recipient as a customer in routine sales materials unless Recipient objects in writing.

15.3 Survival. Sections concerning confidentiality, indemnification, limitation of liability and ownership shall survive termination or expiration of this Agreement.

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