Geolocation Data Use Agreement

GEOLOCATION DATA USE AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Provider collects, aggregates or otherwise possesses geolocation data derived from electronic devices, wireless networks and related services, including but not limited to timestamped latitude/longitude coordinates, movement vectors, and related metadata (the "Geolocation Data"); and

WHEREAS, Recipient seeks to obtain access to certain Geolocation Data for Recipient's internal business purposes as described herein, and Provider is willing to provide access subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the permitted uses, security requirements, compensation, and limits on disclosure and retention of Geolocation Data to protect individual privacy, proprietary interests, and legal compliance.

Scope of Work

Permitted Use: Recipient shall use the Geolocation Data solely for the following purposes: . Any use outside the foregoing requires prior written consent of Provider.

Data Retention: Data provided under this Agreement shall be retained by Recipient for no longer than from the date of receipt, unless otherwise explicitly agreed in writing and compliant with applicable law.

Provider requires that Recipient implement the anonymization and aggregation measures specified in the technical appendix prior to any analysis, display, or onward sharing of Geolocation Data.

Payment Terms

Invoices are payable within days of receipt. Late payments shall accrue interest at on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Section, expires on .

Either party may terminate this Agreement for convenience upon days' advance written notice. Either party may terminate immediately upon written notice if the other materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party shall maintain the confidentiality of Confidential Information received under this Agreement and shall not disclose such information to any third party except as expressly permitted in writing. "Confidential Information" includes the Geolocation Data, data schemas, technical appendices, pricing, and any non-public business information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other to enable a protective order or other remedy.

Upon termination, Recipient shall, at Provider's option, return or securely destroy all copies of Geolocation Data and certify such destruction in writing within thirty (30) days.

Data Security and Breach Notification

Recipient shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the Geolocation Data, including encryption at rest and in transit, access controls, logging, and least-privilege principles. Recipient shall ensure that personnel with access receive training on privacy and data security.

In the event of any security incident or unauthorized access materially affecting Geolocation Data, Recipient shall notify Provider promptly and no later than hours after discovery, provide reasonable cooperation to investigate and remediate, and comply with applicable legal obligations.

Liability, Indemnity and Warranties

Each party warrants that it has the authority to enter into this Agreement and to perform its obligations. Provider warrants that, to the best of its knowledge, the provision of Geolocation Data to Recipient and the uses licensed under this Agreement do not violate applicable law.

Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any third-party claims arising from Recipient's breach of this Agreement, its misuse of the Geolocation Data, or failure to comply with applicable privacy or data protection laws.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law and 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 for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any schedules or appendices expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, reputable courier, or certified mail, or by email with delivery confirmation. Notices shall be effective upon receipt.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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

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