Version 1.0 - 26 Sept, 2021
The dataset (“Data”) that you are licensing is created and owned by Unwrange.com (“Licensor”, “We”, “Us”). LICENSEE COMPANY NAME (“Licensee”) is purchasing the Data from the Licensor and its use of the Data is governed by this Data License (“License” or “Agreement”), which constitutes a binding legal agreement between LICENSEE COMPANY NAME (“Licensee”) and Licensor.
1. License. (a) License Grant. Subject to and conditioned on Licensee’s payment of fees and compliance with all the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, revocable, and non-transferable license during the Term to use the Data for “Permitted Uses”: (i) internal business or internal research purposes, and/or (ii) the creation of external products, applications, research publications and analyses based on the Data so long as (A) only non-material portions of the Data are exposed to third parties and (B) such products are not competitive with the offering of the Data for sale. (b) Use Restrictions. Licensee shall only use the Data for the Permitted Uses. Licensee shall not at any time, directly or indirectly: (i) sell, sublicense, assign, distribute, publish, transfer, disclose or otherwise make available the Data in its current form or substantially similar form, (ii) permit users of any product or service that incorporates the Data to download or export material portions of the Data (where “material portions” means a set of data that could be marketed independently), (iii) use the data to create or host any commercially available mailing list, point of interest database or business listings database, (iv) use the Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, (v) use the Data to attempt to identify behavior of a known individual for any reason, or (vi) use the Data to do advertising targeting or attribution of individuals based on visits to any health care point of interest (including without limitation, doctors, hospitals, mental health professionals, physical therapy, treatment centers, care facilities). (c) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Data. Without limiting the foregoing, Licensee shall not acquire any proprietary rights of the Data.
2. Fees and Delivery. (a) Fees. Fees for this License will be as set forth in the proposal (the “Fees”). Licensee is responsible for the timely payment of the Fees. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: Licensor may prohibit access to the Data until all past due amounts have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Data. (b) Taxes. Licensee will bear all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on the Fees, other than any taxes imposed on Licensor’s income. (c) Delivery. The Data will be delivered to Licensee by Licensor either through email delivery or API, as applicable). Licensor has no liability due to a delay in delivery or any temporary interruption for the email delivery or API.
3. Data Security and Licensee Covenants. (a) Security & Privacy: The privacy and protection of Licensee’s data is of the utmost importance to the Licensor. Licensor takes all reasonable precautions to protect the confidentiality, security and integrity of Licensee’s Personal Data. Although Licensor uses multiple and various security measures to help protect Licensee’s Personal Data against loss, misuse or unauthorized disclosure, Licensor cannot 100% guarantee the security of information transmitted over the Internet. (b) Data Security. Each party shall (i) provide commercially reasonable physical and logical security controls to prevent security breaches or unauthorized access to the Data; and (ii) promptly notify the disclosing party of any breaches, or other unauthorized activities related to the Data of which it becomes aware. (c) Licensee Representations and Covenants. Licensee represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and that Licensee’s use of the Data and performance of this Agreement shall not violate, conflict with, or result in a material default under any other agreement, including confidentiality agreements between Licensee and third parties. Licensee covenants to maintain, hold and process the Data in compliance with all applicable laws.
4. Disclaimer of Warranties. The Data provided by Licensor to Licensee is sourced from public sources, and/or third parties and may be subject to enhancement and enrichment by the Licensor. The Licensor takes all reasonable technical and organizational precautions to maintain the accuracy of the Data. While Licensor hopes that Licensee shall benefit from use of the Data, Licensor makes no promises about its usability. THE DATA IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND LICENSOR (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. LICENSOR MAKES NO WARRANTY THAT DATA (A) WILL MEET CLIENT’S REQUIREMENTS; OR (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, OR ERROR-FREE BASIS.
5. Indemnification. Licensee shall indemnify, hold harmless against any and all losses, damages, liabilities, or costs (including attorneys’ fees) (“Losses”) resulting from any any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on Licensee’s: (i) negligence or willful misconduct; (ii) breach of representation or warranty hereunder or (iii) use of the Data in a manner not authorized by this Agreement.
6. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. Term and Termination. (a) Term. The term of the license set for in this Agreement begins on the date Licensee purchases any Data, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until the one year anniversary of such date (the “Term”). (b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement, Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee breaches any of its obligations under this Agreement. (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and, without limiting Licensee’s obligations under Section 3, Licensee shall cease using and delete all copies of the Data. Within 15 days of Licensor’s request, Licensee shall certify in writing to the Licensor that the Data has been deleted. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund. (d) Survival. This Section 7(d) and Sections 3 (Data Security and Licensee Covenants), 4 (Disclaimer), 5 (Indemnification), 6 (Limitations of Liability), 8 (Miscellaneous), 9 (Academic Partnership Program) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.