Vendor data sharing agreement

This Vendor Data Sharing Agreement (this "Agreement") is entered into by and between Human Union Data, Inc. ("HUD") and the entity identified as the vendor in the applicable Vendor Offer ("Vendor"). HUD and Vendor are each a "Party" and together the "Parties". This Agreement is the "Data Sharing Agreement" referred to in Section 3.2 of the Vendor Platform Access Agreement between HUD and Vendor (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 Vendor licenses Data to HUD in connection with a Project. Vendor's offer of Data through a Vendor Offer, HUD's acceptance of that Vendor Offer in writing under Section 3.1 of the PAA, and the execution of the Vendor Offer by both Parties (including by electronic signature or electronic acceptance through the Platform), constitute each Party's acceptance of, and entry into, this Agreement.

1.2 Data License. Vendor shall deliver the Data described in the Vendor Offer to HUD through the Platform or by such other method as is stated in the Vendor Offer. The frequency of any updates, and the Fees, are as set out in the Vendor Offer.

1.3 Agreement; Order of Precedence. This Agreement comprises these terms, the Vendor 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) these terms; and (3) the Vendor 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 Vendor's access to and use of the Platform, and nothing in this Agreement limits the license granted to HUD under Section 6.2 of the PAA. Where HUD processes Personal Data contained in the Data on Vendor's behalf (including to remove, de-identify, or pseudonymise identifiers), the data processing addendum between the Parties (the "DPA") applies to that processing.

1.4 Third Party Data. Vendor shall identify in the Vendor Offer all Third Party Data and Third Party Terms. Vendor shall not include in the Data any Third Party Data whose Third Party Terms do not permit the license in Section 2.1.

1.5 Fees and Payment. HUD shall pay Vendor the Fees set out in the Vendor Offer. Unless the Vendor Offer states otherwise: (a) where the Fees are calculated as a share of amounts received by HUD from Buyers, HUD shall pay them within thirty (30) days after the end of the calendar month in which HUD receives the relevant amounts, together with a statement showing their calculation; and (b) all other Fees are payable within thirty (30) days after receipt of a valid invoice. Fees are exclusive of taxes. Each Party is responsible for the taxes imposed on it by Law. HUD may withhold any tax required by Law to be withheld.

1.6 Relationship with the PAA; Survival of Buyer Subscriptions. This Agreement continues in effect for its term notwithstanding the expiry, suspension, restriction, or termination of the PAA, unless this Agreement is terminated in accordance with Section 8. Any sublicense granted by HUD to a Buyer before the expiry or termination of this Agreement continues for the remainder of that Buyer's Subscription Term, and Vendor shall continue, for that period, to deliver any updates to the Data provided for in the Vendor Offer and to perform Sections 4.3 and 7 in respect of the Data licensed under it. The expiry or termination of this Agreement does not affect the PAA.

2. Authorization

2.1 Grant of License. Subject to HUD's payment of the Fees, Vendor grants HUD a non-exclusive (unless the Vendor Offer states that it is exclusive), worldwide, transferable license, for the term stated in the Vendor Offer, to receive, retain, use, copy, process (including to clean, de-identify, pseudonymise, label, annotate, index, and evaluate), and modify the Data, to create Derived Data, and to sublicense, distribute, and otherwise make available the Data and Derived Data to Buyers under Buyer DSAs, in each case subject to Section 2.3 and to any restrictions in the Vendor Offer. Vendor retains all rights not expressly granted.

2.2 Affiliates, Contractors, and Buyers. HUD may exercise its rights under Section 2.1 through its Affiliates and Contractors. HUD is responsible for their acts and omissions as if they were its own.

2.3 Restrictions. HUD shall ensure that each Buyer DSA under which HUD sublicenses the Data: (a) prohibits the Buyer from disseminating the Data to third parties, sublicensing or selling the Data; (b) prohibits the Buyer from using the Data to identify, or infer the identity of, any individual; (c) requires the Buyer to delete the Data after its Subscription ends, unless the Vendor Offer permits HUD to grant perpetual licenses to the Data and the Buyer DSA grants the Buyer such a license; and (d) includes any use restrictions stated in the Vendor Offer. HUD shall not remove any proprietary notices from the Data.

3. Proprietary Rights

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

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

3.3 Derived Data. As between the Parties, HUD owns all Derived Data created by or for HUD, excluding any Data contained in it. Vendor acquires no right in Derived Data. As between HUD and Vendor, Derived Data created by a Buyer belongs to that Buyer in accordance with its Buyer DSA.

4. Warranties

4.1 Personal Data. Vendor 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 will be de-identified or pseudonymised (by Vendor, or by HUD on Vendor's behalf under the DPA) as described in the Vendor Offer. Except as expressly permitted in the Vendor Offer, the Data does not contain any Sensitive Personal Data. Vendor has provided all notices and obtained all consents, or has another lawful basis, required under Law for the disclosure of any Personal Data in the Data to HUD and its onward licensing to Buyers. Where Law requires the Parties to enter into a data processing, data transfer, or similar agreement, the Parties shall do so before the relevant Data is delivered.

4.2 Additional Data Warranties. Vendor represents and warrants that:

(a) it uses industry-standard measures to protect the Data against viruses, malware, and other harmful code;

(b) the Data is not subject to any license or terms that would require HUD or any 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;

(c) Vendor owns the Data or otherwise has, and will maintain for the term of this Agreement and of each sublicense under Section 1.6, all rights necessary to grant the license in Section 2.1;

(d) the Data was collected and is provided in compliance with Law and with all contractual terms and technical access restrictions applicable to its collection; and

(e) the description of the Data in the Vendor Offer is accurate and complete in all material respects.

4.3 Remedies. If the Data does not materially conform to the warranties in this Section 4 or to its description in the Vendor Offer, HUD shall notify Vendor, and Vendor shall correct the non-conformity within a reasonable period not exceeding thirty (30) days after the notice. If Vendor fails to do so, HUD may terminate this Agreement in respect of the affected Data, and Vendor shall refund the Fees paid for that Data and reimburse HUD for any refund HUD is required to give a Buyer under Section 4.3 of a Buyer DSA as a result of the non-conformity.

4.4 Exclusions. Vendor is not responsible for any non-conformity caused by HUD's modification of the Data, except processing performed by HUD on Vendor's behalf and in accordance with Vendor's instructions under the DPA.

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, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5. Confidentiality

5.1 Confidential Information. "Confidential Information" means the Data and any other non-public information disclosed by Vendor to HUD 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 HUD's breach; (b) HUD lawfully knew before receiving it from Vendor; (c) HUD lawfully receives from a third party without a duty of confidentiality; or (d) HUD independently develops without use of the Confidential Information.

5.2 Obligations. HUD shall not use or disclose Vendor's Confidential Information except as permitted by this Agreement, including the disclosure of the Data to Buyers under Buyer DSAs, and shall protect it with reasonable care. HUD shall promptly notify Vendor of any unauthorised disclosure of the Data of which it becomes aware. Vendor's confidentiality obligations to HUD remain governed by Section 11 of the PAA.

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 AMOUNTS PAID BY VENDOR TO HUD UNDER THIS AGREEMENT 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) VENDOR'S DEFENCE AND INDEMNITY OBLIGATIONS UNDER SECTION 7; (B) VENDOR'S OBLIGATIONS UNDER SECTIONS 4.3 AND 7.3(c); (C) VENDOR'S BREACH OF SECTION 4.1 OR SECTION 4.2(c), (d), OR (e); (D) HUD'S OBLIGATION TO PAY THE FEES UNDER SECTION 1.5; OR (E) HUD'S BREACH OF SECTION 5.

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; (b) amounts HUD is required to refund or pay to a Buyer as a result of Vendor's breach of this Agreement; and (c) the reasonable costs of investigating, notifying, and remediating any unauthorised access to Personal Data caused by a Party's breach of this Agreement.

7. Indemnification

7.1 Vendor Indemnity. Vendor shall defend HUD, its Affiliates, and their respective officers, directors, and employees (the "HUD Indemnified Parties") against any Claim (including any Claim brought by a Buyer), and indemnify them against all losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees, and any amounts HUD pays to a Buyer under Section 7 of a Buyer DSA) awarded against them or agreed in settlement, to the extent the Claim arises from: (a) Vendor's breach of Section 4.1 or Sections 4.2(c), (d), or (e); (b) Vendor's lack of the rights necessary to grant the license in Section 2.1; (c) any allegation that the Data, or its use in accordance with this Agreement or a Buyer DSA, 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 HUD and Buyers.

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

7.3 Infringement Remedy. If the Data is, or in Vendor's reasonable opinion is likely to be, the subject of a Claim under Section 7.1(c), Vendor shall at its option and expense: (a) procure the right for HUD and its Buyers 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, refund the Fees paid for the affected Data and reimburse any refunds HUD gives to Buyers as a result.

7.4 Limitations. Vendor has no obligation under Section 7.1 to the extent a Claim arises from HUD's modification of the Data (other than processing performed on Vendor's behalf under the DPA) or HUD's breach of this Agreement.

7.5 Insurance Not a Limit. Vendor'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 Vendor Offer and continues for the term stated in the Vendor Offer, unless terminated earlier under this Section 8.

8.2 Termination for Convenience. Either Party may terminate this Agreement for convenience on ninety (90) days' written notice. Termination for convenience does not affect any sublicense granted to a Buyer before the termination takes effect (Section 1.6).

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 Vendor Suspension Rights. Vendor may suspend delivery of the Data to the extent reasonably necessary to comply with Law or the order of a court or regulator, or to respond to a Security Incident, and shall promptly notify HUD of the suspension and its expected duration.

8.5 Effect of Termination.

• 8.5.1 Deletion. Within ninety (90) days after the expiry or termination of this Agreement, HUD shall delete the Data from its systems, except to the extent: (a) HUD needs to retain the Data to perform Buyer DSAs that continue under Section 1.6; (b) retention is required by Law; or (c) HUD retains rights in the Data under Section 6.2 of the PAA. This Section 8.5.1 does not apply to Derived Data.
• 8.5.2 Survival. Sections 1.5 (as to accrued Fees), 1.6, 3, 4, 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. Vendor may not assign this Agreement without HUD's prior written consent. HUD 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 Vendor Offer), together with the PAA and the DPA, 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 Vendor from delivering the Data for more than fourteen (14) days, HUD may terminate this Agreement in respect of the affected Data, and Vendor shall refund a pro rata portion of any Fees paid in advance for that Data and reimburse HUD for any refund HUD is required to give a Buyer under Section 9.4 of a Buyer DSA as a result.

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. Vendor shall identify in the Vendor Offer any export control classification applicable to the Data.

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

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

9.8 Notices. Notices under this Agreement shall be in writing and sent by email to the address designated by the receiving Party in the Vendor 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.

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

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

9.11 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. HUD licenses the Data to Buyers in its own name and on its own account.

9.12 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.

9.13 Subcontracting. Vendor may use subcontractors 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" means a person to whom HUD licenses Data under a Buyer DSA.

"Buyer DSA" means a data sharing agreement between HUD and a Buyer under which HUD licenses data to that Buyer.

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

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

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

"Derived Data" means any work product created from or using the Data, including cleaned, de-identified, labelled, annotated, or indexed versions of the Data, evaluations, and models, but excluding the Data in unmodified form.

"Fees" means the fees payable by HUD to Vendor set out in the Vendor Offer, which may be fixed or calculated as a share of amounts received by HUD from Buyers.

"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.

"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.

"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 the right granted by HUD to a Buyer to receive and use Data.

"Subscription Term" means the period for which a Subscription is granted, which may be perpetual only where permitted under Section 2.3(c).

"Third Party Data" means Data that Vendor has obtained from a third party, and "Third Party Terms" means any terms of such third party that apply to the use of Third Party Data.

"Vendor Offer" means Vendor's data delivery listing, proposal, or submission in connection with a Project, as accepted by HUD under Section 3.1 of the PAA, which states the description of the Data, the Fees, the term, any exclusivity or use restrictions, and any Third Party Terms.