Privileged Data / Intangible Property Licensing Agreement

Effective date March 20, 2019

 Introduction

This Agreement governs your use of certain data property through which you can license for a fee.

Ownership

Our users (“Licensor”) are aware they produce privileged data and Intangible Property (“Data”). Users hereby establish original ownership of, and license derivative works from, this data to you (“Licensee”). Use of this property shall be governed by this license agreement.

Length of contract

This contract is valid for a period of 1 year and will renew annually automatically. Use of licensed data constitutes acceptance of this agreement.  Licensing applies retroactively from initial collection date for unknown entities and posted effective date for identified organizations.  If for any reason you do not agree to the complete terms herein, you must destroy all data and discontinue collection of licensor’s data/property. Additionally, if available, designate the profile “Opt-out”. Unauthorized use of licensed data constitutes a breach of contract.

Direct Business Relations

Privileged data and Intangible Property essential to conduct direct, secure, business relations are excluded from licensing.  Proper security and safety is expected in the transmission and storage of any data; lack or breach thereof remains subject to damages.

Unknown Entities

Unknown entities are organizations that trade or aggregate information containing or derived from data protected under these policies who have not identified themselves.  These organizations rely on stealth to covertly acquire information that may include protected data.  It is impractical to contact all unidentified entities worldwide,  therefore publication of these policies are Users’ good faith effort to contact these entities publicly and provide notice of these policies to you.  Unknown Entities are bound to these terms in full.
 

Notification

Notification will be sent to the email address provided for licensing communication every January.  This will include all effective Categories [1-4] and relevant data to calculate appropriate royalties.

Contract changes

Licensor reserves the right at any time to modify this Agreement and to add new or additional terms or conditions. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.

Classification of Privileged Data / Intangible Property

Licensor’s privileged data encompasses high risk data encompassing, but not limited to, to identity, location, and lifestyle that is actively guarded. This information is only disseminated through official business transactions or prohibited from sale entirely.

Category 1 – High Risk data – Social Security, Banking, Passports, Drivers license, Biometric data, Passwords, or asset liabilities over $5,000.

Intangible property encompass information through, but not limited to, tracking,  reconnaissance, or database acquisitions, grouped into risk levels and licensed based on categories.

Category 2 – Personally identifiable data – Location data accuracy less than 500 feet, Home/Email/PO Box Addresses, Names, Birth Date.

Category 3 – Location data – Location data accuracy less than 1 mile, IP addresses, Bluetooth/Cell/WiFi tracking.

Category 4 – Marketing data – Interests, demographics, etc.

Category 5 – Anonymized data.

Licensing

Privileged data and Intangible Property is licensed at a combined rate of both a monthly fee and per-transaction sale at the following rates. Retroactive licensing from this agreement’s effective date may be available to avoid breach of contract.

Rates

 Per 3rd party saleMonthly
Category 1Not for saleNot for license
Category 2$5.75/transaction$25/month
Category 3$0.25/transaction$5/month
Category 4$0.10/transaction$1/month
Category 5$00

Sublicensing

This contract shall apply to all third parties using licensed Privileged Data or Intangible Property. It is the licensee’s responsibility to inform these sublessees of this policy.

Security requirements

Licensed intangible property must be secured from unauthorized access at all times.  Acceptable security methods include offline storage or encryption. Encryption using less then 2048-bit keys do not meet the requirements of this section and are in breach of contract.  All passwords must be hashed.

Termination and suspension of services

If licensee fails, or licensor suspects that licensee have failed, to comply with any of the provisions of this Agreement, licensor may terminate this Agreement and/or terminate the license and licensee will remain liable for all amounts due up to and including the date of termination.

Licensor reserves the right to modify, suspend, or discontinue this agreement (or any part or Content thereof) at any time and will not be liable to licensee or to any third party should it exercise such rights.

Disclaimer of warranties; liability limitation

In no case shall licensor be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from licensee’s use of any privileged data or for any other claim related in any way to licensee’s use of intangible property, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind. Because some countries, states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such countries, states or jurisdictions, licensor’s liability shall be limited to the extent such limitation is permitted by law.

Waiver and indemnity

In compliance with this license agreement, you agree, to the extent permitted by law, to indemnify and hold licensor harmless with respect to any claims arising out of your breach of this agreement, or any action taken by licensor as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred. Licensee agrees they shall not sue or recover any damages from licensor as a result of its decision to remove or revoke your license to process any privileged data or to take any other action during the investigation of a suspected violation or as a result of licensor’s conclusion that a violation of this agreement has occurred.

Damages

At no time shall any privileged data be used to harass, defame, intimidate, libel, exclude, restrict, or otherwise disadvantage original owner or their families, businesses, or acquaintances. Recovery from damages shall be assessed the maximum fine in the section titled breach of contract.

Request for review

Licensor may, once per 12-month period, request for review a complete report of licensor’s digital profile, sales using licensor’s data in United States Dollars, and all third party access to licensor’s privileged data. Licensor may require modification or removal of specific information to renew this agreement.

Governing Law

This Agreement and the relationship between you and licensor shall be governed by the laws of the State of California. You and licensor agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this Agreement.

Breach of contract

Unauthorized Access – Loss of control over licensed data is a violation of this agreement. It is the licensee’s responsibility, in addition to applicable reporting laws, to notify the licensor of any breach in security and payment for balances due.

Delinquency – Late payments will be assessed a $35 fee per 30 days overdue. After 90 days, licensor will impose a violation of licensing fee at 10% per category every 6 months for the duration of unauthorized use of data property.

Breach of contract – You agree that it would be impracticable or extremely difficult to fix the actual damage to us and that the charge is a reasonable estimate of the actual damages that the parties reasonably believe would occur as a result of loss of control.

Category 1 – $250,000

Category 2 – $50,000

Category 3 – $5,000

Category 4 – $500

Category 5 – $0

Addendum

Addendums to these terms are allowed in writing if attached to this printed contract and signed by both parties.

Other provisions

This Agreement, including valid amendments, constitutes the entire agreement between licensee and licensor. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You agree to comply with all local, state, federal, and regulations that apply to your use of Privileged Data and Intangible Property.

Last edited – 8/14/2019