LocID™ DATA PRODUCT LICENSE AGREEMENT
THE LOCID DATA PRODUCT LICENSE AGREEMENT (“License Agreement”) is made between Matchbook Data, LLC, a Georgia limited liability company (“Licensor”), and the customer (“Licensee”) identified in an applicable Order Form (defined below) that is attached to or incorporates the following Terms and Conditions of the License Agreement by reference through a URL link. Licensor and Licensee may each be referred to as a “Party” and collectively as the “Parties.” The License Agreement includes the Terms and Conditions below, all applicable Order Forms, and all attached exhibits, addenda, and schedules.
RECITALS
A. Licensor has developed a data intelligence solution known as LocID that employs proprietary methodologies to associate, encrypt, and transmit certain metadata derived from internet protocol addresses within coarse area geolocations over given periods of time, using hashed identifiers in lieu of common identifiers that are traceable to precise geolocations.
B. Licensee agrees to secure from Licensor, and Licensor agrees to provide to Licensee, certain products of the LocID data intelligence solution, on the terms and conditions stated in the License Agreement.
Therefore, based on the mutual covenants and agreements in the License Agreement and other good and sufficient consideration which the Parties hereby acknowledge, they agree to the following:
TERMS AND CONDITIONS
1. Definitions. The following capitalized terms shall have the following meanings throughout the License Agreement:
1.1 “Applicable Laws” means all applicable non-US statutes, and US federal, state, and local statutes, as amended from time to time, as well as all applicable judicial and administrative decisions and regulations, including, without limitation, all data protection laws of each country or jurisdiction that are applicable to any Personal Data that is processed in connection with the License Agreement.
1.2 “Business” means the specific commercial purpose or use case for which Licensee is authorized to use the LocID Services, as described in an applicable Order Form.
1.3 “Coarse Location” means a geographic area having a radius of more than 1850 feet, such as a postal code, zip code, city, metro area, region, or country, as specified in applicable Order Forms.
1.4 “Confidential Information” means any confidential or proprietary information owned or disclosed by a Party to the other Party, and that is clearly identified as confidential or, by its nature and circumstances of disclosure, should reasonably be considered confidential, including, without limitation, the terms of the Order Forms, and information generated by the Parties in the course of performance of the Order Forms. Confidential Information does not include information that (a) was in the public domain or that later comes into the public domain through no fault of either Party, (b) is already legitimately known to the receiving Party at the time of disclosure, or (c) becomes known to the receiving Party without a breach of the Agreement or the breach of a duty by any third party to keep such information confidential. Licensor’s Confidential Information includes, without limitation, all LocIDs.
1.5 “Data Bidstream” means the worldwide advertising data ecosystem in which data is exchanged programmatically between data publishers, data buyers, and various intermediary entities, through use of real time bidding technologies.
1.6 “DPA” means the data processing addendum, attached to these Terms and Conditions and incorporated by reference as Exhibit A.
1.7 “Fees” means the prices to be paid by Licensee to Licensor for LocID Services, as further described in an Order Form and in article 6 below.
1.8 “Force Majeure Event” means fires, floods, earthquakes or other natural disasters, labor disputes, strikes or lockouts, wars, rebellions, revolutions, riots, civil disorders, domestic or international terrorism, accidents or unavoidable casualties, outages of data or communication networks or electrical utilities, supply shortages, or other catastrophes or occurrences which are beyond a Party’s reasonable control.
1.9 “Initial Term” means the initial period of time during which an Order Form remains in effect, as further described in article 11 below.
1.10 “IP Address” means a series of numbers and dots or colons in a standardized format, also known as a CIDR /32 version 4 internet protocol address or a CIDR /128 version 6 IP internet protocol address, that an internet service provider temporarily assigns to a device connected to a computer network, to allow such device to send and receive data through the internet.
1.11 “Licensee Data” means the IP Addresses, timestamps, and other data provided by Licensee to Licensor to receive and use LocIDs, TxIDs, and LocID Services.
1.12 “Licensee Property” means Licensee Data and other information databases, and Licensee’s software, systems, algorithms, methodologies, applications, know-how, inventions, derivatives, and all applicable patents, copyrights, trademarks, trade secrets and any other intellectual and proprietary rights.
1.13 “Licensor Property” means each LocID, TxID, Licensor’s IP Addresses and other information databases, and all software, systems, algorithms, methodologies, applications, know-how, inventions, derivatives, and data (but not Licensee Data), and all applicable patents, copyrights, trademarks, trade secrets and any other intellectual and proprietary rights.
1.14 “LocID” means a customer-specific, arbitrary identifier consisting of a string of numbers and text that Licensor may provide to Licensee for its internal use only, associated with one or more IP Addresses in a relevant Coarse Location without revealing the Precise Location of such IP Address.
1.15 “LocID Analysis” means Licensor’s services to determine if an IP Address initially associated with a LocID has changed over time, as further described in section 3.2(a) below.
1.16 “LocID Bidstream Transaction” means Licensor’s encryption and conversion of an IP Address into a TxID, or de-encryption of a TxID, in each case to facilitate communication of an advertising placement opportunity without revealing the Precise Location of the IP Address, between a supply-side customer and a demand-side customer of Licensor who participate in the Data Bidstream, as further described in section 3.2(b) below.
1.17 “LocID Services” means Licensor’s creation of a LocID and provision of associated services specified in an Order Form, which may include LocID Bidstream Transactions, LocID Analysis, or LocID Translation Services as further described in article 3 below, and any similar services specified in an Order Form.
1.18 “LocID Translation Services” means Licensor’s services to facilitate collaboration between Licensee and one or more third party entities designated by Licensee, who desire to combine the advertising audience attributes of their respective IP Address data sets and to avoid disclosing to each other their respective audience attributes tied to particular IP Addresses, as further described in section 3.2(c) below.
1.19 “Order Form” means an order for the LocID Services, mutually agreed between the Parties and made part of the License Agreement by reference or attachment, as further described in article 2 below.
1.20 “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with, directly or indirectly, a particular person or household, as further defined in the attached DPA.
1.21 “Precise Location” means a geographic area having a radius of 1850 feet or less.
1.22 “Prefixes” means the prefixes appended to IP Addresses to designate entire series of IP Addresses (i.e., that are not unique to any individual IP Address), such as CIDR /24 network prefixes of version 4 IP Addresses and CIDR /58 network prefixes of version 6 IP Addresses.
1.23 “Renewal Term” means each period of time after the Initial Term stated in an Order Form, during which the Order Form remains in effect.
1.24 “Reporting Pixel” means a small digital image element designed to count the delivery of an advertising opportunity using a LocID, without collecting Personal Data or otherwise tracking personal behavior of the advertising recipient.
1.25 “Term” means the period of time during which the License Agreement remains in effect, consisting of the Initial Term and any Renewal Terms of any Order Forms, as further described in article 10 below.
1.26 “TxID” means a transitory, single-use, arbitrary identifier consisting of a string of numbers and text, that Licensor provides to enable Licensee to transmit in the Data Bidstream an encrypted metadata unit derived from one or more IP Addresses for an audience segment associated with a LocID, without revealing Precise Locations or other Personal Data to unauthorized recipients.
2. Orders. The Parties may enter into one or more Order Forms for Licensor to deliver the LocID Services under the terms of the License Agreement. Each Order Form shall specify at a minimum the legal name of the Licensee, the Business, the duration of the order, the LocID Services desired, the method for how Licensee will deliver IP Addresses to Licensor, how Licensor will deliver the LocID Services to Licensee, the Fees to be paid for the LocID Services, and any other mutually agreed special terms and conditions. Any other terms or conditions contained or referenced in any invoice templates, order acknowledgements, click-through web-based tools, or other such writings of either Party that modify or conflict with the License Agreement or applicable Order Forms shall be of no force and effect.
3. Process and Products.
3.1 Generation of LocIDs. To receive the LocID Services specified in an applicable Order Form, Licensee may submit batched quantities of IP Addresses to Licensor, along with timestamps to indicate when each was collected. For any IP Address that Licensee submits without a corresponding timestamp, Licensor may assume that the IP Address was collected at its current time and date. To provide LocID Services, Licensor shall associate Licensee’s IP Addresses with Coarse Locations, to the extent that the underlying data necessary to generate location information is available to Licensor. In no event shall Licensee be entitled to receive, nor shall Licensor be required to disclose, Precise Locations for IP Addresses in connection with any LocIDs or LocID Services. Licensor shall generate LocIDs as available for the IP Addresses designated by Licensee, and shall return to Licensee the LocIDs estimated to be within relevant Coarse Locations. Licensee shall use LocIDs internally only and shall not attempt to compare, combine, or de-encrypt LocIDs held by any other party. Relevant data contained in LocIDs will be shared with third parties only through TxIDs generated by Licensor or through other LocID Services ordered by Licensee.
3.2 LocID Services. Licensor shall generate LocIDs and TxIDs applicable to LocID Services ordered by Licensee, as described below:
(a) LocID Analysis. Licensee may submit IP Addresses and related timestamps to Licensor for encryption and conversion into LocIDs associated with any Coarse Location(s). Licensee may thereafter use such information to understand whether the specified IP Addresses within such Coarse Location(s) may change to different IP Addresses over time.
(b) LocID Bidstream Transactions. Licensee may request Licensor to provide LocID Bidstream Transaction services to facilitate the communication of advertising placement opportunities between Licensor’s demand-side and supply-side data customers participating in the Data Bidstream, without transferring Personal Data or disclosing their LocIDs to each other or to others using the Data Bidstream.
(c) LocID Translation Services. Licensor may assist Licensee with setting up a secure portal into which Licensee may place only its IP Addresses that it has associated with certain audience attributes, and into which a third party under an appropriate contract with Licensee may place only the IP Addresses that such third party has associated with other audience attributes. Such database will be configured so that neither Licensee nor such third party is aware of the attributes the other may have assigned to particular IP Addresses. Licensor shall use commercially reasonable efforts to correlate the LocIDs assigned to Licensee and to such third party respectively, to permit the parties to publish in the Data Bidstream an encrypted, joint data unit with their combined audience attributes for applicable IP Addresses, without transferring their Personally Identifiable Data or disclosing their LocIDs to each other or to others using the Data Bidstream.
3.3 Personal Data. Licensee may provide data that Licensee considers its Personal Data to Licensor in connection with the LocID Services, such as IP Addresses collected by Licensee. Licensor shall process any such Personal Data from Licensee in accordance with the terms of the DPA attached as Exhibit A to the License Agreement. In connection with any Personal Data that Licensee transfers from the European Economic Area to Licensor, the Parties may append the Standard Contractual Clauses under the General Data Protection Regulation (EU 2016/679) to an appropriate Order Form.
3.4 IP Addresses. The Parties acknowledge that all IP Address rolls have been assigned for use on the internet by organizations such as the Internet Assigned Numbers Authority and regional internet registries, and that IP Addresses are fungible and transferable by internet service providers without prior notice. The Parties further acknowledge that each Party holds its own database of IP Addresses which must overlap to some extent with the other Party’s IP Address database, in order to create LocIDs. Licensee may provide specific IP Addresses from its databases to Licensor in connection with an applicable Order Form. In no event shall Licensor, without the express, written consent of Licensee, store, transfer, share, use or otherwise process Licensee’s IP Addresses data feed for any purpose other than to deliver the specific LocID products and services requested by Licensee. Notwithstanding the foregoing, Licensor may observe and retain Prefixes appended to IP Addresses provided by Licensee or others, in order to verify which series of Prefixes are still viable and in use on the internet.
4. License.
4.1 Grant of Rights. Subject to the restrictions set forth herein, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use LocIDs, TxIDs, and the LocID Services under the terms of the License Agreement during the Term, solely in connection with the business described on an applicable Order Form. Licensee hereby grants Licensor a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use Licensee Data provided in connection with the LocID Services solely under the terms of the License Agreement during the Term.
4.2 Ownership; Reserved Rights.
(a) Licensor Property. Licensor shall be deemed the sole owner of the Licensor Property including, without limitation, all LocIDs and TxIDs. All LocIDs and TxIDs are licensed and not sold by Licensor to Licensee. Nothing in the License Agreement may be construed to confer upon Licensee any right, title, or interest in Licensor Property other than the limited license for use granted in section 4.1. Nothing in this License Agreement shall in any way restrict Licensor’s use of the Licensor Property on behalf of itself or third parties.
(b) Licensee Property. Licensee shall be deemed the sole owner of the Licensee Property, including without limitation the Licensee Data. Nothing in the License Agreement may be construed to confer upon Licensor any right, title, or interest in Licensee Property other than the limited license for use granted in section 4.1. Nothing in this license or License Agreement shall in any way restrict Licensee’s use of the Licensee Property on behalf of itself or third parties.
(c) Overlapping IP Address Databases. For clarification, the Parties acknowledge that neither Party shall have any right in or to the IP Address databases held by the other Party, despite the presence of any identical IP Addresses in the databases of both Parties.
4.3 Restrictions. Except as expressly permitted by the limited license in this article 4, Licensee shall have no right to use, copy, display, publicly perform, distribute, sublicense, make derivative works of, decompile, reverse engineer, disassemble, modify, reproduce, rent, sell, lease, lend, share or otherwise dispose of the Licensor Property, or any part thereof, in any form or for any purpose, including but not limited to any LocIDs.
5. Compliance. Each Party shall at all times comply with Applicable Laws in connection with the License Agreement. Neither Party shall use the LocID data intelligence solution or the LocID Services in a manner that violates any Applicable Laws or legal rights of third parties.
6. Payment.
6.1 Fees. Licensee shall pay to Licensor the Fees that are set forth in an Order Form, without offset or deduction, to receive and utilize the applicable LocID Services for the Initial Term, and thereafter the specified Fees for each Renewal Term. Payments shall be made by wire transfer of immediately available funds in the currency set forth in the Order Form unless otherwise specified. Failure to make timely payment shall be deemed a material breach of the License Agreement.
6.2 Reporting Pixels. If specified by the Parties in an applicable Order Form, Licensor may require Licensee to implement Reporting Pixels for TxIDs to determine LocID usage and calculate the associated Fees.
6.3 Payment Terms. Licensee shall pay the Fees to Licensor within thirty (30) days after receipt of a Licensor invoice that accurately states the amount due. Payments must be made by wire in the currency set forth in the Order Form or by check. Amounts not paid by Licensee within such thirty (30) day period will be subject to a delinquency charge on any outstanding balance, including accrued interest, at a rate of the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate permitted by applicable law.
6.4 The Fees are exclusive of all sales, use, excise, VAT or other taxes, duties or governmental fees. Licensee shall be responsible for any such taxes, duties and fees imposed by any applicable jurisdiction on Licensee’s purchases, except that Licensor shall be responsible for any taxes on Licensor’s net income.
7. Indemnification.
7.1 By Licensor. Licensor will indemnify, defend (including payment of reasonable attorneys fees), and hold harmless Licensee, including its affiliates, directors, and employees, against all third party claims, demands, and damages, to the extent such claims, demands, and damages arise from Licensor’s violation of any Applicable Laws. Notwithstanding the foregoing, Licensor will have no obligation to indemnify, hold harmless, or defend Licensee against any such claims, demands, or damages to the extent resulting from Licensee’s own violation of Applicable Laws not caused by Licensor, or resulting from Licensee’s willful misconduct or breach of the License Agreement.
7.2 By Licensee. Licensee will indemnify, defend (including payment of reasonable attorneys fees), and hold harmless Licensor, including its affiliates, directors, and employees, against all third party claims, demands, and damages, to the extent such claims, demands, and damages arise from Licensee’s violation of any Applicable Laws. Notwithstanding the foregoing, Licensee will have no obligation to indemnify, hold harmless, or defend Licensor against any such claims, demands, or damages to the extent resulting from Licensor’s own violation of Applicable Laws not caused by Licensee, or resulting from Licensor’s willful misconduct or breach of the License Agreement.
7.3 Infringement Claims. Licensor, will further indemnify, defend (including payment of reasonable attorneys’ fees) and hold harmless Licensee including its affiliates and employees, against any third party claims, demands, and damages arising from an allegation that the LocID Services infringe on, dilute, or misappropriate any copyright, trade secret, patent, trademark, database rights, or other intellectual property rights of such third party. In the event of such a claim or demand, Licensor may, at its option and expense, (i) procure for Licensee the right to continue using the LocID Services; (ii) modify the LocID Services to make them non-infringing; or if (i) and (ii) are not commercially feasible, then (iii) terminate the License Agreement or the Order Form in question, and refund to Licensee any Fees that Licensee prepaid for such infringing LocID Services that are attributable to the portion of the Term that would have remained without such termination. Licensor’s obligations to indemnify, hold harmless, and defend Licensee for any infringement of the LocID Property will not apply to the extent: (a) Licensee modifies the LocID Services or combines them with any other products, data, processes, or materials after delivery of any LocID Services by Licensor, and the infringement would not have occurred but for such modification or combination; (b) the allegedly infringing activity arises from any compliance with the designs, specifications or requirements of Licensee; (c) the allegedly infringing activity continues after Licensor has informed Licensee of modifications or workarounds that would have avoided the alleged infringement; or (d) the allegedly infringing activity arises from Licensee’s use of the LocID Services in any manner not expressly permitted under the License Agreement. THIS SECTION STATES LICENSOR’S AND ITS AFFILIATES’ ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS BASED UPON THE PROVISION OR USE OF THE LOCID SERVICES.
7.4 Procedure. The indemnified Party agrees that the indemnifying Party shall have the right to assume sole and exclusive control over the defense and settlement of any claim to which the foregoing indemnity obligations apply. The indemnified Party shall promptly notify the indemnifying Party of any applicable claim of which the indemnified Party is aware; provided that, failure to give notice promptly will not relieve the indemnifying Party’s obligations under this article 7 except to the extent the indemnifying Party can demonstrate that it has been materially and adversely affected by the failure of prompt notice. The indemnified Party shall provide reasonable cooperation in connection with the defense or settlement of any such claim. The indemnified Party shall be entitled to participate in the defense of any such claim at its sole cost and expense, but it may not agree to any settlement or consent to the entry of any judgment in connection with such claim without the prior, written consent of the indemnifying Party.
8. Warranty; Disclaimer; Limitation of Liability.
8.1 Warranties.
(a) Licensor warrants and represents that the LocID Services will materially conform to their then-current written specifications during the Term.
(b) Licensor warrants and represents that if and as required by Applicable Laws, Licensor ensures that lawful notices and disclosures to data subjects are provided and that their affirmative consent is obtained for Licensor and its affiliates to process any Personal Data (except for Licensee Data) in connection with providing the LocID Services to Licensee.
(c) Licensee warrants and represents that if and as required by Applicable Laws, Licensee provides, or expressly requires its data sources to provide, lawful notices and disclosures to individual data subjects, and to obtain their affirmative consent, for (i) collection and processing of any Personal Data contained in Licensee Data provided to Licensor, and (ii) for Licensor and its affiliates to process such Licensee Data in connection with providing the LocID Services to Licensee.
8.2 Warranty Disclaimers. EXCEPT AS SET FORTH IN THIS ARTICLE 8:
(a) NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE LOCID SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA; AND
(b) DUE IN PART TO THE PROBABILISTIC NATURE OF THE LOCID SERVICES AND THE AVAILABILITY OF UNDERLYING DATA, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION THAT THE LOCID SERVICES OR ANY RELATED DATA INCLUDING LICENSEE DATA WILL BE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR WILL FULFILL ANY OF THE OTHER PARTY’S PARTICULAR PURPOSES OR NEEDS. NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS, OR DATA LOSSES, UNLESS CAUSED BY SUCH PARTY’S WILLFUL MISCONDUCT.
8.3 Special Damages Disclaimer; Limitation of Liability.
(a) EXCEPT FOR LIABILITY FOR THE INDEMNIFICATION OBLIGATIONS STATED IN ARTICLE 7, FOR BREACH OF THE CONFIDENTIALITY OBLIGATIONS STATED IN ARTICLE 9, OR FOR BREACH OF THE LICENSE RESTRICTIONS STATED IN SECTION 4.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY CLAIM ARISING FROM OR RELATED TO THE LICENSE AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
(b) NEITHER PARTY’S LIABILITY ARISING FROM THE INDEMNIFICATION OBLIGATIONS CONTAINED IN ARTICLE 7 OR FROM THE CONFIDENTIALITY OBLIGATIONS CONTAINED IN ARTICLE 9 SHALL EXCEED THE AGGREGATE AMOUNT OF TWO MILLION US DOLLARS ($2,000,000). ANY LIABILITY OF LICENSEE FOR FEES DUE AND UNPAID UNDER THE LICENSE AGREEMENT SHALL NOT EXCEED THE ACTUAL AMOUNT OF SUCH FEES PLUS LAWFUL INTEREST. IN CONNECTION WITH ANY OTHER TYPE OF CLAIM, DEMAND, ACTION OR PROCEEDING ARISING FROM OR RELATED TO THE LICENSE AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES EXCEEDING THE AMOUNT OF FEES PAID AND OWED BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.
9. Confidentiality.
9.1 Each Party shall use a reasonable standard of care to protect the Confidential Information of the other and will use the other party’s Confidential Information only for purposes of the License Agreement and only to the extent necessary for such purposes. Neither Party will disclose (whether orally or in writing, or by press release or otherwise) to any third party any Confidential Information of the other Party, or any information with respect to the terms and provisions of the Agreement, except:
(a) To each Party’s respective officers, directors, employees, subcontractors, auditors and attorneys who have a need to know such Confidential Information, in their capacity as such, are informed by such party of the confidential nature of the Confidential Information, and have a duty or obligation to comply with the non-use and non-disclosure terms herein that are applicable to such party; provided, however, that such party shall be responsible for any breach of the provisions of this article 9 committed by its officers, directors, employees, subcontractors, auditors or attorneys to the same extent as if such party committed such breach itself;
(b) To the extent strictly necessary (and then redacted to the greatest extent possible) to comply with Applicable Laws or with the valid order of an administrative agency or a court of competent jurisdiction, provided that the disclosing Party notifies the other Party as promptly as practicable (and, if possible, prior to making the disclosure) and the disclosing Party seeks confidential treatment of the information;
(c) To exercise or enforce its rights under the License Agreement, provided that prior to disclosure the disclosing Party will, to the greatest extent reasonably possible, seek confidential treatment of the information; or
(d) As mutually agreed by the Parties in writing
9.2 The terms of this article 9 shall survive for a period of three (3) years after expiration or termination of the License Agreement; provided that, to the extent any portions of the Confidential Information meet the definition of a “trade secret” under applicable law, the terms and conditions of this article 9 as to such portions of the Confidential Information will survive expiration or termination of the License Agreement for as long as provided under Applicable Laws regarding trade secrets.
10. Data Security. Each Party acknowledges and agrees that it is responsible for the security of any Confidential Information and Personal Data it holds that belongs to the other Party. Each Party shall use appropriate technical and organizational measures to safeguard and prevent unauthorized disclosure of such data. Each Party shall implement and maintain internal technical and procedural security measures designed to (a) identify reasonably foreseeable threats and hazards to the security and confidentiality of such data, and (b) protect the security and confidentiality of such data from such threats and hazards. Each Party shall maintain appropriate processes and procedures to ensure that any security breach involving such data is detected in a timely manner. In the event of a security incident involving the data of the other Party, the Party holding such data shall notify the other Party within 24 hours of becoming aware of the security incident and shall provide all reasonable support and information necessary for each Party to manage the security incident, mitigate its impact, and comply with the notification obligations set out in any Applicable Laws.
11. Term; Renewals; Termination.
11.1 Term. The Term of the License Agreement shall begin as of the effective date of the first Order Form under the License Agreement and shall continue until all Order Forms hereunder have terminated or expired.
11.2 Renewals. Neither the Initial Term nor Licensee’s license to any LocID Services set forth in an Order Form shall automatically renew.
11.3 Termination. If the License Agreement expires or is terminated, all Order Forms then in effect shall also terminate; but if only an Order Form expires or is terminated, the License Agreement and any other Order Forms then in effect shall continue in accordance with their terms. In addition, either Party may terminate the License Agreement or any Order Form if the other party commits a material breach, provided that the non-breaching Party shall first notify the other Party of the breach in writing and give such other Party at least ten (10) days to cure the breach to the non-breaching Party’s reasonable satisfaction. Either Party may also terminate the License Agreement and any Order Form, including the licenses granted thereunder, effective immediately upon written notice to the other Party, if such other Party: (a) is adjudged bankrupt; (b) becomes insolvent c) makes a general assignment for the benefit of creditors; (d) has a receiver or trustee appointed for the benefit of its creditors; (e) files a voluntary petition in bankruptcy; or (f) initiates reorganization proceedings or takes any step toward liquidation.
11.4 Effect. Upon the expiration or termination of an Order Form, all rights and license of Licensee to obtain and use the LocID Services provided under such Order Form and section 4.1 above shall cease, and such and any information derived from such shall no longer be used in any manner and shall promptly be removed from all of Licensee’s systems and returned to Licensor or destroyed. Upon Licensor’s request, Licensee shall provide Licensor with evidence and written certification that it has complied with this section 11.4. Termination or expiration of the License Agreement or any Order Form does not relieve either party from liability arising from a breach, act or omission that occurred before the termination or expiration.
12. Order of Preference. In the event of any conflict between these Terms and Conditions and any Order Form, these Terms and Conditions shall govern, except to the extent a mutually agreed Order Form expressly states that it is intended to replace or modify a specified clause of these Terms and Conditions. In that case, such replacement or modification shall be deemed to apply only to that specified clause for purposes of such Order Form and not as to any other Order Forms or to these Terms and Conditions generally.
13. Force Majeure. Neither Party shall be liable or be deemed to be in default for any delay or failure in performance or interruption if the default or delay is caused, directly or indirectly, by a Force Majeure Event; provided, however, that such an event shall not excuse either Party from its obligation to pay any monies owed to the other Party (or any third party) under the License Agreement. Should a Party’s delay in performance caused by a Force Majeure event continue for more than thirty (30) days, the other Party shall be free to terminate each affected Order Form, effective immediately upon giving written notice, subject to these terms and conditions of the License Agreement.
14. Export Controls. In addition to compliance with other Applicable Laws in all matters related to the LocID Services, the Parties specifically agree to comply with (a) all applicable U.S., foreign, and international export control, import, and economic sanctions laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (EAR, 15 C.F.R. Parts 730-774) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC, 31 C.F.R. § 500, et seq.); and (b) the US Department of Justice bulk sensitive data transfer rule, 28 CFR Part 202, implementing Executive Order 14117 of February 28, 2024, which includes prohibitions against engaging in sales, licensing, or other commercial transactions involving the transfer, directly or indirectly, of applicable data to specified hostile countries and covered persons.
15. Notices. All notices or other communications required to be given hereunder shall be in writing and delivered to the applicable Party at its mailing address, e-mail address, or facsimile number specified on the Order Form (or as such Party may hereafter specify for that purpose by notice to the other Party). All notices shall be deemed delivered if delivered as indicated: (a) by personal delivery, (b) by overnight courier upon written verification of receipt, (c) by email or facsimile transmission upon confirmation of receipt, or (d) by certified or registered mail, return receipt requested, upon verification of receipt. All notices shall be effective upon delivery as provided herein.
16. Independent Contractors. Licensor and Licensee are independent contractors under the Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between them. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party, and neither Party will attempt to or will create any warranty or other obligation, express or implied, on behalf of the other Party.
17. General.
17.1 Assignment. Licensee may not assign or transfer this Agreement, or any rights or obligations hereunder, including through changes to its legal identity or structure, without Licensor’s prior written consent. Any unauthorized assignment or transfer shall be null and void. Licensor may assign or transfer the Agreement or any of its rights or obligations hereunder to an affiliate or in connection with a sale of assets or all or part of the business of Licensor without the prior written consent of Licensee. This License Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. In the event that Licensee acquires or merges with any new entity or business or develops a new product line (other than the LocID Product), such new entity or business or product line shall not be entitled to use LocID Product or any other provisions of the License Agreement, without appropriate adjustments to the Fees.
17.2 Survival. The provisions of articles 5, 6, 7, 9, 12, and 17, and sections 4.2, 4.3, 8.2, 8.3, and 11.4, shall survive any expiration or termination of the License Agreement, as will any other provisions that would typically be expected to survive such expiration or termination.
17.3 Severability. If any provision of the License Agreement, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, such invalidity shall not affect any other provision that can be given effect without the invalid provision or application, and to this end the relevant provisions of the License Agreement shall be severable.
17.4 Modifications. The online version of these Terms and Conditions may be updated and modified by Licensor from time to time to comply with developing Applicable Laws. Unless required by Applicable Laws, any such modification shall not (a) increase the proportion of liability or expenses of Licensee relative to Licensor’s proportion of liability or expenses hereunder; or (b) interfere with Licensee’s authorized use case for the LocID Services or (c) introduce commercial terms that conflict with any of the terms of an existing Order Form between Licensee and Licensor. Licensor shall provide written notice to Licensee in the event of any such modification of this Agreement. Notwithstanding any other provision of the License Agreement, if Licensee reasonably determines that any such modification would materially increase Licensee’s costs or liability or otherwise violate the limitations stated in this section, then notwithstanding anything to the contrary in the License Agreement, Licensee may within thirty (30) days after receipt of notice from Licensor respond with a written notice of Licensee’s decision to terminate the License Agreement including all applicable Order Forms. Such termination shall be without recourse or liability of either Party to the other for expenses or damages caused by such termination.
17.5 Waivers. A waiver by either Party of its rights hereunder shall not be binding unless contained in writing signed by an authorized representative of the Party waiving its rights. Further, the non-enforcement or waiver of any provision of the License Agreement on one occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the Parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of the License Agreement.
17.6 No Implied Rights or Obligations. Nothing in the License Agreement is intended to create any implied right to require, or any implied duty to provide, a level of effort or results (in general or in particular) not expressly stated herein, or to refrain from engaging in any other activity, including any activity involving the same or similar products or services with the same or similar customers or providers.
17.7 Governing Law; Venue. The License Agreement will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., as it would apply to contracts made and performed in such state and, to the extent applicable, the intellectual property laws of the United States. The License Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of International Goods, the application of which is expressly excluded by the Parties. In connection with any dispute, claim or controversy arising out of or relating to the License Agreement, each Party irrevocably consents to the exclusive jurisdiction and venue of the courts of Delaware (including any state or federal court within the State of Delaware). Each Party irrevocably waives any objections to such jurisdiction or venue.
17.8 Entire Agreement. The License Agreement, including the exhibits, the Order Form, and any amendments, embodies the entire understanding and agreement of the Parties with respect to the subject matter of the License Agreement and supersedes all prior and contemporaneous written or oral agreements.
17.9 Counterparts. Each Order Form and any amendment thereof may be executed in any number of counterparts, including via facsimile, PDF transmission, and/or electronic signatures, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In producing an Order Form, it shall not be necessary to produce or account for more than one such counterpart signed or accepted by the Party against whom enforcement is sought.
[LAST UPDATED AUGUST 2025]
Exhibit A
Data Processing Addendum
This Data Processing Addendum (“DPA”) will govern (a) Licensor’s processing of Licensee Data that Licensee may consider its Personal Data, such as the IP Addresses Licensee provides, and (b) Licensee’s provision of such data. This DPA is therefore intended to satisfy legal requirements under Applicable Data Protection Laws.
1. Definitions.
Capitalized terms not defined in this DPA will have the meanings given to them in the License Agreement. The following definitions apply specifically to this DPA:
1.1 “Applicable Data Protection Laws” means all applicable US federal, state, and local laws, and all applicable non-US laws, and their related rules, regulations, and judicial and administrative decisions, that concern the privacy and protection of personal data or personal information, including, but not limited to: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”); (ii) the Virginia Consumer Data Protection Act of 2021, Va. Code Ann. § 59.1-571 to -581; (iii) the Colorado Privacy Act of 2021, Co. Rev. Stat. § 6-1-1301 et seq.; (iv) Connecticut Public Act No. 22-15, “An Act Concerning Personal Data Privacy and Online Monitoring”; (v) the Utah Consumer Privacy Act of 2022, Utah Code Ann. § 13-61-101 et seq.; (vi) the EU General Data Protection Regulation (EU) 2016/679 (GDPR); (vii) the UK General Data Protection Regulation, and the Data Protection Act 2018; and (viii) all other equivalent laws and regulations in any relevant jurisdiction relating to privacy or protection of personal data or personal information, and as each may be amended, extended or re-enacted from time to time.
1.2 “Compliance” with Applicable Data Protection Laws means compliance in a manner that meets or exceeds the requirements for each such law.
1.3 “Data Breach” means any unauthorized or illegal access, destruction, use, modification, or disclosure of Personal Data that would constitute a data breach under Applicable Data Protection Laws, including any attempt to re-identify or de-anonymize the Personal Data or otherwise associate the Personal Data with personally identifiable information.
1.4 “Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household, as well as any personal data or information specified under Applicable Data Protection Laws. Specifically for purposes of this DPA, Personal Data includes any unique identifier or an online identifier such as an IP Address, to the extent such identifier can reasonably be linked to a particular person or household.
2. Integration with License Agreement.
The terms of this DPA will supplement and amend the provisions relevant to the representations, warranties, and data privacy, data security, and confidentiality terms of this License Agreement. In the event of a conflict between the terms of the DPA and the License Agreement, the terms of the DPA will prevail unless this DPA specifically states otherwise.
3. Compliance with Applicable Law.
Each Party represents and warrants to the other Party that it understands and will comply with the requirements of this DPA and Applicable Data Protection Laws with respect to its collection, storage, disclosure, use, or sharing of Personal Data.
4. Purpose Limitation.
Licensor will limit its use, retention, or disclosure of Licensee’s Personal Data to what is solely necessary and proportionate for Licensor to provide the LocID Services to Licensee and within the scope of the direct business relationship between the Parties as described in the License Agreement. Licensee will not sell, share, or combine the other Licensee’s Personal Data except as specifically permitted in the License Agreement.
5. Data Security.
Licensor will implement reasonable legal, administrative, technical, and physical measures to safeguard the confidentiality and security of the Licensee’s Personal Data that Licensor processes and will protect it from a Data Breach while in Licensor’s possession. This Section will not reduce or limit any other data security procedures or practices otherwise set forth in the License Agreement.
6. Opt-outs and Deletion Requests.
6.1 Licensor will cooperate with Licensee in responding to consumer rights requests made pursuant to Applicable Data Protection Laws. Such requests may include, but are not limited to, requests to opt out of the sale or sharing of Personal Data, by deleting Personal Data from Licensee to the extent such data is associated with an individual. Each Party will cooperate with the other Party’s reasonable and lawful instructions for such consumer rights requests in the time required by Applicable Data Protection Laws. This Section will not reduce or limit any other obligations of either Party with respect to such consumer rights requests.
6.2 If Licensor claims that complying fully with its deletion obligations under this section would require disproportionate effort or would be impossible, then Licensor may be excused from complying to that extent, provided however that in such case Licensor will (a) provide written notice of those circumstances to Licensee within 10 days of receiving the request, and (b) provide Licensee with a written statement to give to the individual data subject containing reasonable detail explaining how Compliance would be impossible or require disproportionate effort.
7. Reasonable Steps to Ensure Compliance; Rights to Information; Remediation.
7.1 Each Party will cooperate with the other Party in taking reasonable and appropriate steps to ensure that the Parties use Personal Data in a manner consistent with their obligations under Applicable Data Protection Laws, including, but not limited to, reviews, assessment, testing, or other similar requests for information as the Parties may agree to.
7.2 Each Party will promptly notify the other Party if it determines it can no longer meet the requirements of the License Agreement or Applicable Data Protection Laws.
7.3 Each Party will cooperate with the other Party in taking reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.
7.4 The provisions in this Section will not reduce or limit any rights of either Party in the License Agreement, including with respect to enforcing use restrictions, auditing, or remediating a Data Breach.
8. Subcontracting.
To the extent permitted under the License Agreement, if Licensor engages any subcontractor to assist in processing Licensee’s Personal Data (other than an affiliated entity under common ownership with Licensor and who is subject to an appropriate data processing contract), then Licensor will promptly provide written notice to Licensee (without prejudice to any approval rights Licensee may have under the License Agreement); and Licensor will enter into a written agreement binding such party to data privacy and data security requirements no less stringent than those required under this DPA and the License Agreement.