Data Resale Agreement

DATA RESALE AGREEMENT

This Data Resale Agreement (the Agreement) is made as of by and between Reseller Name: with principal address , and Provider Name: with principal address .

RECITALS

WHEREAS, Provider collects, aggregates, and maintains certain datasets and related metadata consisting of proprietary, third-party and derived data (the Data) that Provider offers to commercial partners for resale under controlled terms; and

WHEREAS, Reseller desires to obtain the right to reseller Provider's Data to permitted third-party customers in accordance with the terms set forth herein, and Provider is willing to grant such resale rights subject to the limitations and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of rights, delivery obligations, pricing, confidentiality, compliance responsibilities, indemnities, and other commercial and legal terms governing resale of the Data.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Data" means all datasets, metadata, analysis, machine-readable files, extracts, and updates supplied by Provider to Reseller under this Agreement as described in Section 3. Data does not include Provider's confidential business information except to the extent specifically embedded in delivered files.

1.2 "Authorized Customer" means a third party to whom Reseller resells the Data in accordance with the terms of this Agreement and who accepts written or electronic terms that bind such Authorized Customer to substantially the same use restrictions set forth herein.

2. GRANT OF RIGHTS

2.1 License to Resell. Subject to the terms and conditions of this Agreement, Provider hereby grants Reseller a non-exclusive, non-transferable (except as expressly permitted under Section 15), revocable right to market, distribute, and resell the Data to Authorized Customers during the Term solely for the Permitted Uses defined in Section 5.

2.2 Limitations. Reseller shall not sublicense, distribute, or otherwise make available the Data except pursuant to a written or electronic resale agreement with each Authorized Customer that incorporates the use restrictions, confidentiality obligations, attribution requirements, and liability limitations reasonably equivalent to those in this Agreement. Reseller shall not represent the Data as Provider's proprietary software or alter attribution notices without Provider's prior written consent.

3. DATA DESCRIPTION, DELIVERY AND ACCEPTANCE

3.1 Delivery. Provider will deliver Data to Reseller in the delivery format and frequency specified in the applicable Order Schedule. Delivery obligations are limited to making files available via mutually agreed electronic transfer or secure file delivery mechanism; Provider has no obligation to host or operate Reseller's resale platform.

3.2 Acceptance. Reseller shall inspect delivered Data within ten (10) business days of receipt and shall provide written notice of any material non-conformity. If Provider fails to remedy a timely reported material non-conformity within a commercially reasonable period, Reseller may reject the affected delivery and Provider will, at its option, replace or refund fees attributable to the rejected delivery.

4. PRICING, PAYMENT AND REPORTING

4.1 Reporting. Reseller shall provide Provider with quarterly reports setting forth (i) the identity of Authorized Customers (unless anonymized as permitted), (ii) quantities of Data units resold, and (iii) fees due. Such reports shall be accurate and certified by an authorized officer of Reseller.

5. PERMITTED USES; PROHIBITED USES

5.1 Permitted Uses. Authorized Customers may use the Data for internal analytics, integration into customer-facing applications, or for resale to End Users only if such resale is consistent with the restrictions in Section 2.2 and the Authorized Customer agrees to be bound by these restrictions.

5.2 Prohibited Uses. Reseller and Authorized Customers shall not (a) attempt to re-identify or de-anonymize personal data; (b) use the Data to make decisions about individuals that require human oversight when prohibited by applicable law; (c) distribute the raw Data to the general public absent Provider's express written consent; or (d) remove or alter any proprietary notices or attribution in the Data.

6. COMPLIANCE WITH LAWS; DATA PRIVACY AND SECURITY

6.1 Compliance. Each party shall comply with all applicable laws, rules and regulations in connection with its obligations under this Agreement, including data protection, export control and privacy laws applicable to the collection, processing, transfer, and resale of the Data.

6.2 Security. Reseller shall implement and maintain administrative, physical, and technical safeguards appropriate to the sensitivity of the Data to protect against unauthorized access, disclosure, alteration or destruction. Provider may reasonably audit Reseller's compliance with such safeguards upon prior notice and during normal business hours.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" includes non-public technical, commercial, financial and operational information disclosed by either party, including the Data and pricing terms, whether disclosed orally, in writing or electronically.

7.2 Obligations. The receiving party shall (a) protect Confidential Information using at least the same standard of care it uses to protect its own similar information but no less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

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

8.2 Provider Warranty. Provider warrants that to the best of its knowledge, the delivery of the Data and the grant of rights to Reseller do not infringe any third‑party proprietary rights, and that Provider has the right to grant the rights granted herein. Provider does not warrant that the Data is error free.

8.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, 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.

9. INDEMNIFICATION

9.1 Reseller Indemnity. Reseller shall indemnify, defend and hold harmless Provider from and against any third party claim arising out of Reseller's breach of this Agreement, Reseller's distribution of the Data, or Authorized Customers' use of the Data in violation of this Agreement, except to the extent such claim arises from Provider's breach of its warranties in Section 8.2.

9.2 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that admits fault or requires injunctive relief without the indemnified party's prior written consent.

10. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RESELLER TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months, and thereafter automatically renews for successive one (1) year terms unless either party delivers written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days following written notice specifying the breach.

11.3 Effect of Termination. Termination shall not relieve Reseller of its obligation to pay fees accrued prior to termination. Upon termination, Reseller shall cease all resale activities and shall return or destroy Provider Confidential Information and certify such destruction upon Provider's request, except where retention is required by law.

12. NOTICES

Notices shall be in writing and delivered by certified mail, overnight courier, or email to the contact specified above; notices shall be effective upon receipt or, in the case of email, upon confirmation of delivery where the sending party retains proof.

13. ASSIGNMENT

Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

14. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to substitute a valid and enforceable provision that most nearly effects the parties' original intent.

16. 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 laws principles.

17. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement, together with any Order Schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

18. MISCELLANEOUS

The parties acknowledge that monetary damages may be an inadequate remedy for a breach of confidentiality or other material obligations and that the aggrieved party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

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