Data Subscription Agreement

DATA SUBSCRIPTION AGREEMENT

THIS DATA SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: , with principal place of business at Address: , and Subscriber Name: , with principal place of business at Address: .

Provider is in the business of collecting, aggregating and delivering proprietary datasets and related services (the "Services"); Subscriber desires to obtain a subscription to receive and use certain datasets under the terms and conditions set forth herein; and Provider is willing to grant Subscriber access to the Services on the terms set forth in this Agreement.

RECITALS

WHEREAS, Provider creates, maintains and licenses access to certain electronic datasets, analytics and delivery mechanisms described in Schedule A (the "Data"); and

WHEREAS, Subscriber desires access to the Data for Subscriber Permitted Uses (as defined below) and agrees to pay the subscription fees and comply with the restrictions and security obligations set forth in this Agreement; and

WHEREAS, the parties intend that Provider grant limited access rights and that Provider retain all ownership and intellectual property rights in the Data subject to the limited license in this Agreement.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Data, pricing, and technical specifications.

1.2 "Permitted Uses" means internal business uses described in Schedule B and expressly excludes resale, sublicensing, or provision of the Data to third parties except as expressly permitted in writing by Provider.

2. SUBSCRIPTION SERVICES

2.1 Access. Subject to the terms and payment of fees, Provider will grant Subscriber a non-exclusive, non-transferable, revocable right to access and use the Data via the delivery method set forth in Schedule A during the Term.

2.2 Delivery. Provider will deliver the Data by Delivery Method: and at the Frequency: .

3. FEES AND PAYMENT

All fees are non-refundable except as expressly set forth in this Agreement. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Subscriber shall be responsible for taxes associated with the subscription, excluding taxes based on Provider's net income.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months (the "Initial Term"). The Agreement shall automatically renew for successive periods of months each unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination or expiration, Subscriber shall cease all use of the Data, return or destroy copies as directed by Provider, and pay any unpaid fees accrued through the effective date of termination. Sections dealing with confidentiality, intellectual property, indemnity, limitations of liability and payment shall survive termination.

5. DATA USE LICENSE AND RESTRICTIONS

5.1 License Grant. Provider grants Subscriber a limited, non-exclusive, non-transferable license to access and use the Data solely for the Permitted Uses during the Term, subject to the terms and restrictions of this Agreement.

5.2 Restrictions. Subscriber shall not: (a) copy, modify, create derivative works of, sublicense, distribute or sell the Data except as expressly permitted; (b) remove or obscure any copyright, trademark or other proprietary notices; (c) reverse engineer or attempt to derive the underlying source of the Data; or (d) use the Data to compete directly with Provider.

6. CONFIDENTIALITY

6.1 Obligation. Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall be used only for the purposes of performing under this Agreement.

6.2 Permitted Disclosures. Disclosure is permitted to the extent required by law, regulation or valid subpoena, provided the disclosing party gives prompt notice to the other party and reasonably cooperates to limit disclosure.

7. SECURITY AND DATA PROTECTION

7.1 Security Measures. Provider shall maintain administrative, physical and technical safeguards reasonably appropriate to protect the Data against unauthorized access, disclosure, alteration and destruction. Provider's security obligations include implementation of access controls, encryption in transit, and periodic security testing.

7.2 Breach Notification. Provider will notify Subscriber without undue delay and in any event within hours of becoming aware of any confirmed security breach materially affecting the Data and will provide reasonable information and cooperation.

8. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Data, including all intellectual property rights. Subscriber obtains only the limited rights expressly granted in this Agreement. Any enhancements, derivatives or aggregations created by Provider remain Provider's sole property.

9. REPRESENTATIONS AND WARRANTIES

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

9.2 Provider Warranty. Provider represents that, to its knowledge, the Data provided under this Agreement does not infringe any third-party intellectual property rights and will be delivered in material conformity with the descriptions in Schedule A. Subscriber's exclusive remedy for breach of this warranty will be re-performance or, if Provider cannot cure, a refund of prepaid fees attributable to the affected Data for the remainder of the then-current billing period.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2, THE DATA AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider will defend Subscriber against any third-party claim alleging that the Data, as provided by Provider, infringes a third party's intellectual property rights and will indemnify Subscriber for any damages finally awarded or settlement amounts, provided Subscriber gives prompt written notice and cooperates in the defense.

10.2 Subscriber Indemnity. Subscriber will indemnify and hold harmless Provider from claims arising out of Subscriber's breach of this Agreement, misuse of the Data, or modifications to the Data by Subscriber.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT IN THE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR , WHICHEVER IS LESS.

12. NOTICES

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 a party designates by notice in accordance with this Section.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver, and any waiver must be in writing. This Agreement may be executed in counterparts and by electronic signature, each of which shall constitute an original.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of Provider's principal place of business for any disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of its business or assets without consent.

16.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership or joint venture.

SCHEDULE A — DATA DESCRIPTION

SCHEDULE B — PERMITTED USES

ADDITIONAL TERMS

The parties may elect additional controls or bespoke terms by signing an addendum executed by authorized representatives of both parties. Any inconsistency between the terms of such addendum and this Agreement shall be resolved in favor of the signed addendum.

Sign Now