Data Usage Term Form

DATA USAGE TERM FORM

This Data Usage Term Form (the Agreement) is entered into as of (Effective Date) between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client collects, owns or controls certain data, including personal and non-personal information, that is necessary for Provider to perform the services described herein;

WHEREAS, Provider requires access to such data to perform analytics, development, maintenance, or other services under this Agreement, and Client is willing to grant access subject to the terms below;

WHEREAS, the parties desire to set forth the permitted uses, restrictions, security obligations and other terms governing Provider's use of Client's data.

SCOPE OF WORK

Permitted Data Types (check all that apply):

Personal Identifiable Information (PII)    Sensitive Personal Data    Aggregated or Anonymized Data    Other:

Permitted Uses: Provider may use Client Data solely to the extent necessary to perform the services described in the Scope of Work and for internal quality assurance and product improvement, provided that any such use shall not identify individual data subjects unless expressly authorized in writing by Client.

Prohibited Uses: Provider shall not sell, rent, sublicense, sublicense-derived, or otherwise commercially exploit Client Data; shall not use Client Data to build a competing product; and shall not attempt to re-identify anonymized data.

DATA RETENTION, SECURITY, AND BREACH

Data Retention: Provider will retain Client Data only for the period necessary to fulfill its obligations under this Agreement or as required by law. Upon expiration or termination, Provider will securely delete or return Client Data in accordance with Client's instructions within days.

Security Measures: Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Client Data, including encryption in transit and at rest, access controls, logging, and vulnerability management consistent with industry standards. Provider shall ensure that personnel with access to Client Data are bound by confidentiality obligations.

Breach Notification: In the event of any unauthorized access, use or disclosure of Client Data (a Security Incident), Provider shall notify Client without undue delay and, in any event, within calendar days of discovery, provide details of the incident, mitigation steps, and remediation plan.

THIRD PARTIES AND SUBPROCESSORS

Subprocessors: Provider may engage third-party subprocessors to perform parts of the services provided that such subprocessors are subject to written obligations no less protective than those set forth in this Agreement. Provider shall remain liable for any acts or omissions of its subprocessors with respect to Client Data.

PAYMENT TERMS

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Upon termination, Provider shall cease use of Client Data and, at Client's election, promptly return or securely delete all Client Data as specified in the Data Retention clause.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party and designated in writing as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Provider shall treat Client Data as Confidential Information and shall not disclose it except as necessary to perform the services or as required by law, provided Provider gives Client prompt notice of any legal demand and cooperates with Client's lawful efforts to limit disclosure.

REPRESENTATIONS, INDEMNITY, AND LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement and to perform its obligations. Provider shall indemnify and hold harmless Client from and against third-party claims arising from Provider's unauthorized use or disclosure of Client Data or Provider's breach of its obligations under this Agreement, except to the extent such claims result from Client's willful misconduct or gross negligence.

Except for liability arising from gross negligence, willful misconduct, or Provider's unauthorized disclosure of Client Data, neither party's aggregate liability under this Agreement shall exceed the amounts actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

COMPLIANCE, AUDIT RIGHTS AND RECORDS

Compliance with Laws: Each party shall comply with all applicable laws and regulations in its performance under this Agreement. Provider shall not use Client Data in any manner that causes Client to be in violation of applicable law.

Audit Rights: Upon reasonable notice and during normal business hours, Client may request an audit or evidence of Provider's compliance with the requirements of this Agreement. Such audit shall be conducted no more than once annually unless a material security incident or breach is suspected.

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

Each party certifies that: (a) it has the authority to enter into this Agreement; (b) the information it provides to the other party is accurate to the best of its knowledge; and (c) it will comply with its obligations under this Agreement. Provider acknowledges it will not access or process Client Data except as authorized and will take commercially reasonable steps to prevent unauthorized access.

Sign Now