Buyer data sharing agreement

This Buyer Data Sharing Agreement (this "Agreement") is entered into by and between Human Union Data, Inc. ("HUD") and the entity identified as the buyer in the applicable Data Offer ("Buyer"). HUD and Buyer are each a "Party" and together the "Parties". This Agreement is the "Data Sharing Agreement" referred to in Section 3.2 of the Buyer Platform Access Agreement between HUD and Buyer (the "PAA"). Capitalised terms have the meanings given in Section 10.

1. Scope

1.1 Terms and Conditions. This Agreement sets out the terms on which HUD makes Data available to Buyer in connection with a Project that HUD has accepted under the PAA. HUD's offer of Data through a Data Offer, and the execution of that Data Offer by both Parties (including by electronic signature or electronic acceptance through the Platform), constitutes each Party's acceptance of, and entry into, this Agreement.

1.2 Data Subscription. Buyer's Subscription entitles Buyer to receive the Data described in the Data Offer, delivered through the Platform or by such other method as is stated in the Data Offer ("Delivered Data"). The frequency of any updates, and the Fees, are as set out in the Data Offer.

1.3 Agreement; Order of Precedence. Each Subscription is governed by this Agreement, the Data Offer, and any amendment agreed by the Parties in accordance with Section 9.3. If there is a conflict, the following order of precedence applies: (1) any such amendment; (2) this Agreement; and (3) the Data Offer. In accordance with Section 3.2 of the PAA, this Agreement exclusively governs the sharing, licensing, delivery, and use of the Data. The PAA continues to govern Buyer's access to and use of the Platform. If there is a conflict between this Agreement and the PAA in respect of the Data, this Agreement prevails.

1.4 Third Party Data. Third Party Data may be subject to Third Party Terms identified in the Data Offer. Buyer shall comply with any such Third Party Terms. By using Third Party Data, Buyer directs HUD to make that Third Party Data available to Buyer.

1.5 Relationship with the PAA. This Agreement and each Subscription continue in effect for the Subscription Term notwithstanding the expiry, suspension, restriction, or termination of the PAA (including under Section 5.4 of the PAA), unless this Agreement is terminated in accordance with Section 8. If Buyer's access to the Platform ends during a Subscription Term, HUD shall make the Data available to Buyer by another reasonable method. The expiry or termination of this Agreement or any Subscription does not affect the PAA.

2. Authorization

2.1 Grant of License. Subject to Buyer's compliance with this Agreement and payment of the Fees, HUD grants Buyer a non-exclusive (unless the Data Offer states that it is exclusive), worldwide, non-transferable license during the Subscription Term (which may be perpetual if the Data Offer so states) to receive, retain, use, and modify the Data, and to create Derived Data, including by using the Data to train, fine-tune, test, and evaluate Models, in each case subject to Section 2.3 and to any use restrictions in the Data Offer. Buyer's rights in Third Party Data may be narrower, as set out in the applicable Third Party Terms. HUD retains all rights not expressly granted.

2.2 Affiliates and Users. Buyer's Affiliates and Users may exercise the license in Section 2.1 on Buyer's behalf. Buyer is responsible, and directly liable, for the acts and omissions of its Affiliates and Users (including Contractors), and any breach of this Agreement by any of them is a breach by Buyer.

2.3 Restrictions. Except as permitted by Law, Buyer shall not, and shall not permit any Affiliate, User, or other person to:

(a) disseminate, publish, or otherwise make the Data available to any third party;

(b) sublicense, sell, lease, or otherwise grant any right in the Data to any third party;

(c) reverse engineer the Data, except to the extent permitted by Law;

(d) use the Data as a consultant, service bureau, or application service provider for any third party; or

(e) use any Data that does not identify individuals to identify, or infer the identity of, any individual.

Buyer shall not remove any proprietary notices from the Data. The Data Offer and any Third Party Terms may impose further restrictions. Training a Model on the Data, and using or making available that Model or its Outputs, is not a dissemination of the Data under Section 2.3(a), provided that Buyer does not knowingly cause or permit the Model or its Outputs to reproduce any substantial part of the Data in a verbatim or substantially verbatim form.

3. Proprietary Rights

3.1 Data. As between the Parties, HUD and its licensors own all right, title, and interest in and to the Data. Nothing in this Agreement transfers ownership of any Data to Buyer.

3.2 Feedback. HUD may use any feedback Buyer provides about the Data without restriction or obligation to Buyer. Feedback is provided "as is".

3.3 Derived Data. As between the Parties, Buyer owns all Derived Data, excluding any Data contained in it. HUD acquires no right in Derived Data under this Agreement.

4. Warranties

4.1 Personal Data. HUD represents and warrants that the Data does not contain any Personal Data other than: (a) Personal Data that has been lawfully made publicly available; and (b) Personal Data that has been de-identified or pseudonymised as described in the Data Offer. Except as expressly permitted in the Data Offer, the Data does not contain any Sensitive Personal Data. Where Law requires the Parties to enter into a data processing, data transfer, or similar agreement in respect of any Personal Data in the Data, the Parties shall do so before the relevant Data is delivered.

4.2 Additional Data Warranties. HUD represents and warrants that: (a) it uses industry-standard measures to protect the Data against viruses, malware, and other harmful code; and (b) the Data is not subject to any license or terms that would require Buyer, as a condition of using the Data, to disclose or distribute any source code, Model, or other materials, or to make them available free of charge.

4.3 Remedies. If the Data does not materially conform to the warranties in Sections 4.1 and 4.2 or to its description in the Data Offer, Buyer shall notify HUD, and HUD shall correct the non-conformity within a reasonable period not exceeding forty-five (45) days after the notice. If HUD fails to do so, Buyer may terminate the affected Subscription and receive a pro rata refund of any prepaid Fees for the unexpired part of the Subscription Term. Except for Buyer's rights under Section 7, this Section 4.3 states HUD's sole liability and Buyer's sole remedy for any non-conformity described in this Section 4.3.

4.4 Exclusions. HUD is not responsible for any non-conformity caused by Buyer's modification of the Data or by Buyer's use of the Data in breach of this Agreement or Law.

4.5 Power and Authority. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that doing so will not breach any other agreement to which it is a party.

4.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, HUD DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HUD DOES NOT WARRANT THAT THE DATA WILL MEET BUYER'S REQUIREMENTS OR THAT IT IS ACCURATE, COMPLETE, OR UP TO DATE.

5. Confidentiality

5.1 Confidential Information. "Confidential Information" means the Data and any other non-public information disclosed by HUD to Buyer under this Agreement that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available other than through Buyer's breach; (b) Buyer lawfully knew before receiving it from HUD; (c) Buyer lawfully receives from a third party without a duty of confidentiality; or (d) Buyer independently develops without use of the Confidential Information.

5.2 Obligations. Buyer shall not use or disclose Confidential Information except as permitted by this Agreement, and shall protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and no less than reasonable care. Buyer shall promptly notify HUD of any unauthorised use or disclosure. If Buyer is required by Law to disclose Confidential Information, Buyer shall (where legally permitted) give HUD prompt prior notice and reasonable assistance to seek protective treatment.

6. Limitations of Liability

6.1 Disclaimer of Certain Damages. SUBJECT TO SECTIONS 6.3 AND 6.4, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

6.2 General Cap. SUBJECT TO SECTIONS 6.3 AND 6.4, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE BUYER SPEND IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

6.3 Exceptions. SECTIONS 6.1 AND 6.2 DO NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, OR FROM A PARTY'S VIOLATION OF LAW. SECTION 6.2 DOES NOT APPLY TO: (A) A PARTY'S DEFENCE AND INDEMNITY OBLIGATIONS UNDER SECTION 7; (B) BUYER'S BREACH OF SECTION 2.3 OR SECTION 5; OR (C) BUYER'S OBLIGATION TO PAY THE FEES.

6.4 Direct Damages. The following are direct damages and are not excluded by Section 6.1: (a) amounts paid in defence of, and amounts awarded or agreed in settlement of, Claims under Section 7; and (b) the reasonable costs of investigating, notifying, and remediating any unauthorised access to Personal Data caused by a Party's breach of this Agreement, including legally required notifications to individuals and regulators and credit monitoring.

7. Indemnification

7.1 HUD Indemnity. HUD shall defend Buyer, its Affiliates, and their respective officers, directors, and employees (the "Buyer Indemnified Parties") against any Claim, and indemnify them against all losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) awarded against them or agreed in settlement, to the extent the Claim arises from: (a) HUD's breach of Section 4.1; (b) HUD's lack of the rights necessary to provide the Data to Buyer under this Agreement; (c) any allegation that the Data, or Buyer's use of the Data in accordance with this Agreement, infringes or misappropriates any intellectual property right, or violates any right of privacy or publicity, of any third party; (d) the Data being unlawful or defamatory; or (e) any failure to provide a notice or obtain a consent required by Law for the collection of the Data or its provision to Buyer.

7.2 Process. The Buyer Indemnified Parties shall give HUD prompt written notice of the Claim (a delay relieves HUD only to the extent HUD is prejudiced by it) and reasonable cooperation at HUD's expense. HUD controls the defence and settlement of the Claim, but shall not, without the Buyer Indemnified Parties' prior written consent, agree to any settlement that admits fault on their behalf, imposes any financial or non-monetary obligation on them, or does not fully release them. The Buyer Indemnified Parties may participate in the defence with counsel of their choice at their own expense.

7.3 Infringement Remedy. If the Data is, or in HUD's reasonable opinion is likely to be, the subject of a Claim under Section 7.1(c), HUD may at its option and expense: (a) procure the right for Buyer to continue using the Data; (b) modify or replace the Data so that it is non-infringing while remaining materially equivalent; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Subscription, whereupon HUD shall refund any prepaid Fees for the unexpired part of the Subscription Term.

7.4 Limitations. HUD has no obligation under Section 7.1 to the extent a Claim arises from Buyer's modification of the Data or Buyer's breach of this Agreement.

7.5 Insurance Not a Limit. HUD's obligations under this Section 7 are not limited by the existence or limits of any insurance.

8. Term and Termination

8.1 Term. This Agreement commences on execution of the Data Offer and continues until the end of the Subscription, unless terminated earlier under this Section 8.

8.2 Termination for Convenience. Buyer may terminate a Subscription for convenience on written notice to HUD. Any refund is governed by the refund policy in the Data Offer.

8.3 Termination for Cause. Either Party may terminate this Agreement on written notice if the other Party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice of it.

8.4 HUD Suspension and Termination Rights. HUD may suspend or terminate the Subscription, without refund of any unused Prepaid Pricing, where reasonably necessary: (a) to comply with Law or the order of a court or regulator; (b) because Buyer has failed to cooperate with HUD's reasonable investigation of a suspected breach of this Agreement; (c) to respond to a Security Incident; or (d) to the extent HUD's supplier of the Data suspends delivery of the Data to HUD to comply with Law or the order of a court or regulator, or to respond to a security incident.

8.5 Effect of Termination.

• 8.5.1 Deletion. Unless the Data Offer grants Buyer a perpetual license to the Data, within ninety (90) days after the expiry or termination of the Subscription, Buyer shall delete the Data from its systems and those of its Affiliates and Users and, if HUD so requests, destroy any other copies of the Data and certify the deletion in writing. This Section 8.5.1 does not apply to Derived Data.
• 8.5.2 Survival. Sections 1.5, 3, 5, 6, 7, 8.5, 9, and 10 survive the expiry or termination of this Agreement.

9. General

9.1 Governing Law; Arbitration. This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. Nothing in this Section prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

9.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, which shall not be unreasonably withheld. Either Party may assign this Agreement without consent to an Affiliate, or to an acquirer of all or substantially all of its business or assets to which this Agreement relates.

9.3 Entire Agreement; Amendment. This Agreement (including each Data Offer), together with the PAA, is the entire agreement between the Parties regarding its subject matter, and supersedes all prior agreements and understandings regarding that subject matter. This Agreement may be amended only by a written instrument executed by both Parties.

9.4 Force Majeure. Neither Party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control. If such an event prevents HUD from delivering the Data for more than fourteen (14) days and Buyer has paid Prepaid Pricing, Buyer may cancel the affected Subscription and receive a pro rata refund.

9.5 Export and Sanctions. Each Party shall comply with all export control and economic sanctions laws applicable to the Data. Each Party represents that it is not named on, or owned or controlled by a person named on, any sanctions or restricted-party list maintained by the United Nations, the United States, the European Union, the United Kingdom, or Singapore. Buyer shall not export or make the Data available to any country or region subject to comprehensive sanctions.

9.6 Government Rights. If Buyer is a United States government entity, the Data is a "commercial item", and the government's rights in the Data are limited to those set out in this Agreement.

9.7 Construction. Headings are for reference only. "Include" and "including" mean "including without limitation".

9.8 No Third Party Rights. Except for the Buyer Indemnified Parties, who may enforce Section 7 in their own right, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.

9.9 Notices. Notices under this Agreement shall be in writing and sent by email to the address designated by the receiving Party in the Data Offer (or, for HUD, to legal@hud.ai), by personal delivery, by registered or certified mail, or by courier. A notice is effective when the sender receives written confirmation of receipt.

9.10 Non-Waiver. A waiver is effective only if in writing. A failure or delay in exercising any right is not a waiver of it.

9.11 Publicity. Neither Party may use the other Party's name, logo, or marks without the other Party's prior written consent.

9.12 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, or gives either Party authority to bind the other.

9.13 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall continue in effect.

9.14 Subcontracting. HUD may use subcontractors, including its data suppliers and service providers, in performing this Agreement, and remains fully liable for their performance.

10. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests of the entity.

"Buyer Spend" means all Fees paid and payable by Buyer under this Agreement and the applicable Data Offer.

"Claim" means any claim, demand, action, or proceeding brought by a third party, including a regulator or an individual.

"Contractor" means an independent contractor or service provider engaged by Buyer or its Affiliates.

"Data" means the data identified in the applicable Data Offer, including any Third Party Data, any Personal Data, and any updates provided under this Agreement.

"Data Offer" means HUD's offer of a Subscription to Data in connection with an accepted Project, as set out on the Platform or in a written offer document, which states the description of the Data, the Fees, the Subscription Term, any use restrictions or exclusivity, and the refund policy.

"Derived Data" means any work product created by or for Buyer from or using the Data, including annotations, analyses, and Models, but excluding the Data in unmodified form.

"Fees" means the fees for the Subscription set out in the Data Offer.

"Law" means all laws, regulations, and orders of any court or governmental authority that apply to a Party or to the Data.

"Model" means any machine learning or artificial intelligence model, including its weights and parameters, developed, trained, fine-tuned, or evaluated using the Data.

"Outputs" means any content generated by a Model.

"Personal Data" means any information relating to an identified or identifiable individual that is protected as personal data or personal information under Law.

"Platform" has the meaning given in the PAA.

"Prepaid Pricing" means any Fees paid in advance for a Subscription, as stated in the Data Offer.

"Project" has the meaning given in the PAA.

"Security Incident" means any actual or reasonably suspected unauthorised access to, or acquisition, use, or disclosure of, the Data.

"Sensitive Personal Data" means Personal Data that is subject to heightened protection under Law, including special categories of personal data under the EU General Data Protection Regulation, consumer report information, non-public personal financial information, protected health information that has not been de-identified, government identification numbers, and Personal Data of children.

"Subscription" means Buyer's entitlement to the Data under this Agreement and the applicable Data Offer.

"Subscription Term" means the duration of the Subscription stated in the Data Offer, which may be perpetual if the Data Offer so states.

"Third Party Data" means Data that HUD has obtained from a third party, and "Third Party Terms" means any terms of such third party that apply to Buyer's use of Third Party Data and are identified in the Data Offer.

"User" means any employee or Contractor of Buyer or its Affiliates, and any system, whom Buyer authorises to access or use the Data.