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Coresignal Master Service Agreement

 

Last updated: February 8, 2021

This Master Service Agreement (“Agreement”) is entered into by and between Deeptrace Inc., registered at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, USA (“Coresignal”) and the client purchasing Coresignal’s services (“Client”), whose details are provided in the Purchase Order Form (“Form”) signed by both Parties. For the purpose of the Agreement, Coresignal and the Client may be referred to individually as a “Party” and jointly as the “Parties”.

The Agreement shall come into force between the Parties as of the Effective date indicated within the Term section of the Form (“Effective date”). By signing the Form on behalf of a company or an organization, you represent that you are authorized to represent and legally bind such company or organization to the Agreement.

1.       Subject Matter of the Agreement

1.1.    In accordance with the terms and conditions of Agreement, Coresignal grants to the Client a non-exclusive, non-transferable, worldwide, limited license to use the data described in the Services section of the Form (Data”).

For the purpose of the Agreement, Data shall mean full set of information received as per delivery methods described in Article 1.4 of the Agreement.

For the purpose of the Agreement, Substantial Part of the Data shall mean any part the Data which cannot be considered insignificant

1.2.     The rights granted in Article 1.1 are subject to the following further restrictions:

1.2.1. The Client has no right to communicate or display to the public the Data, Substantial part of the Data or logic and structure of the database.

1.2.2. Client shall not re-utilize the Data. For the purpose of the Agreement, ‘Re-utilization’ shall mean any form of making available to the public Data or a Substantial part of the Data by the distribution of copies, by renting, by on-line or other forms of transmission (including but not limited to sub-licencing);

1.3.    Notwithstanding Article 1.2. of the Agreement, the Client may create derivative works using the Data and license such works to its clients as long as the Client complies with the terms and conditions of the Agreement. To benefit from the exception provided in this section, works created by the Client shall entail sufficient alteration of the Data to constitute derivate works.

1.4.    The Data will be provided to the Client in one of the following ways set out in the Services section of the Form:

1.4.1. Data Supply – provision to the Client of amount of Data established in the Services section of the Form;

1.4.2. Data API (Database or Real-Time) – provision to the Client of the amount of Credits established in the Services section of the Form. Credits are used by the Client in submitting requests for Data in accordance with Section 2 of the Agreement.

1.5.    Coresignal shall provide updates to the Data on every month/quarter after the Effective date, if so established in the Services section of the Form. Updates of the Data are subject to the same restrictions presented in Articles 1.1.-1.4.

2.       Usage of Credits (Data API only)

2.1.    The unused Credits are not transferred past the Credit reset date. The Client has no longer than until the ongoing month’s Credit reset date to use the Credits.

2.2.    The Client shall submit its requests by sending Coresignal the required information in appropriate format. It is the Client’s responsibility to provide the requests in accordance with the Coresignal’s format requirements that are established in the documentation sent to the Client upon signing of the Agreement. Coresignal is not responsible for the correctness of Client’s request and accordingly, the Credit shall be considered used up (exhausted) in any case once the request is provided. One request shall amount to 1 Credit.

 

3.       Fees and Terms of Payment

3.1.    This Section 3.1. shall govern the provision of Data via Data Supply as established in Article 1.4. of the Agreement:

3.1.1. The Client shall pay to Coresignal the sum set out in the Payment Terms section of the Form for the Data.

3.1.1.1.              Coresignal will issue a pro forma invoice for the Data to the Client no later than five (5) calendar days after the Effective date.

3.1.2. If indicated in the Payment Terms section of the Form, the Client shall also pay the sum set out in the Payment Terms section of the Form for the Data Updates.

3.1.2.1.              Coresignal will issue pro forma invoices for Data updates to the Client before the provision of the particular Data update in one of the following ways:

3.1.2.1.1.                      for monthly Data updates, the Client shall pay for first 3 months’ worth of Data updates and then pay for every subsequent Data update each month;

3.1.2.1.2.                      for quarterly Data updates, the Client shall pay the Client each quarter.

3.1.3. The Client shall remit to Coresignal full payment in the currency specified on any pro forma invoice within seven (7) calendar days of the Client’s receipt of the pro forma invoice.

3.1.4. The Client shall be solely responsible for all transaction, inter-bank, exchange, transfer and other fees or taxes.

3.1.5. Within five (5) business days of receiving payment from the Client, Coresignal shall supply the Data and any agreed Data updates to the Client.

3.1.6. Should the Client fail to timely pay any invoice, the Client shall be assessed a late fee in the amount of ten percent (10%) per annum calculated on a daily basis, of the outstanding balance.

3.2.    This Section 3.2. shall govern the provision of Data via Data API as established in Article 1.4. of the Agreement:

3.2.1. The Client shall pay to Coresignal the sum set out in the Payment Terms section of the Form for a number request credits set out in the Services section of the Form (“Credits”) every 30 (thirty) days (“Commitment”). 

3.2.2. In case the Client shall require more than the agreed Commitment, the price for the exceeded Credits (“Additional credits”) shall also be established in the Payment Terms section of the Form. 

3.2.3. A pro forma invoice for the Commitment shall be provided to the Client no later than 5 (five) business days before the Credit provision date (“Credit reset date”).

3.2.3.1.              Credit reset date shall be established in the Services section of the Form. Credit reset date can be extended for up to 3 days in case of Coresignal’s system downtime. In such case, the extended Credit reset date shall be considered to be the new Credit reset date for remaining term of the Agreement. This article can be invoked multiple times during the term of the Agreement.

3.2.4. The sum for the used Additional credits pursuant to Article 3.8. shall be provided together with the following month’s pro forma invoice for the Commitment. 

3.2.5. The Client shall remit to Coresignal full payment in the currency specified on any pro forma invoice issued in accordance with Article 3.10. within 7 (seven) calendar days of the Client’s receipt of the pro forma invoice.

3.2.6. The Client shall be solely responsible for all transaction, inter-bank, exchange, transfer and other fees or taxes.

3.2.7. After receiving the payment from the Client, Coresignal shall transfer Credits to the Client no later than 1 business day before the Credit reset date.

3.2.8. Should the Client fail to timely pay any Pro forma and/or invoice, the Client shall be assessed a late fee in the amount of ten percent (10%) per annum calculated on a daily basis, of the outstanding balance.

 

4.       Term 

4.1.    The term of the Agreement shall commence on the Effective date and shall remain effective for the period set out in the Term section of the Form (“Initial term”).  

4.2.    If indicated in the Term section of the Form, upon expiry of Initial term the Agreement will automatically renew for successive periods equal to the Initial term unless notice of cancellation is given by either Party not less than thirty (30) days prior to the expiry of the Initial term or the renewed term.

4.3.    The Agreement may be terminated by either Party upon written notice to the other, if the other Party breaches any material obligation provided hereunder and the breaching Party fails to remedy such breach within thirty (30) days of receipt of the notice. 

4.4.    The termination or expiration of the Agreement shall not affect any rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or remain in force on or after any such termination or expiration of the Agreement.

 

5.       Obligations of the Parties

5.1.    Reservation of Rights. Except as expressly set forth herein, all other rights and title in and to the Data are reserved to Coresignal and any additional rights will require amendment or modification of the Agreement.

5.2.    Acceptance of Services. After signing the Form, the Client shall be obliged to pay Coresignal for the agreed amount of Data, updates of the Data or Credits, set out in the Services section of the Form (“Agreed Amount”) in accordance with Section 3 of the Agreement as well as to accept the provision of the Agreed Amount. The Client may only refuse to pay for or accept the provision of the Agreed Amount in case of a breach of a material obligation by Coresignal pursuant to the Article 4.3. of the Agreement.

5.3.    Anti-spamming. The Client shall not, directly or indirectly, use the Data or any of the contents of the Data to conduct or operate any bulk mail activity, whether conducted electronically or via any governmental or commercial carrier.

5.4.    In the event the Client identifies a mistake, inaccuracy or inconsistency in the Data, the Client shall use reasonable efforts to notify Coresignal of such mistake, inaccuracy or inconsistency in a timely manner.

5.5.    Coresignal will furnish the Data to the Client in electronic format only (MySQL database dump file / a JSON file, or such other format agreed and approved by the Client in advance).

5.6.    The Client shall implement and maintain reasonable and appropriate technical, administrative and organizational measures designed to ensure a level of confidentiality and security appropriate to the risks represented by the use and nature of Data and to prevent unauthorized or unlawful use of Data, including but not limited to measures against disclosure of Data.

 

6.       Intellectual Property Rights 

6.1.    The Agreement does not grant either Party any right to the other Party’s intellectual property rights (trademarks, trade names, services marks, logos, domain names, know-how, databases, computer programs etc.), except as indicated in Article 1.1.

6.2.    Client further acknowledges and agrees that Data (incl. logic of its structure and method of display to the Client) is a confidential, proprietary, trade secret and copyrighted work of Coresignal, and any use of it beyond the terms of the Agreement shall constitute an infringement of such rights entitling Coresignal to seek all remedies available to it, including, but not limited to, those remedies under Title 17 of the United States Code with respect to copyright infringement.

6.3.    Any products, systems, programs or processes in whatever form, used by Coresignal to provide Data to the Client are subject to intellectual property rights, trade secrets and other proprietary rights and may not be used, copied, displayed or communicated to public, modified without prior written consent of Coresignal. 

 

7.       Confidentiality

7.1.    "Confidential Information" shall mean (a) any information (including any usage data and compilations thereof) relating to the business of the disclosing Party, including product designs, product plans, data, software and technology, clients, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other Party; and/or (b) any other information designated in writing, or identified orally at time of disclosure, by the disclosing Party as "confidential" or "proprietary", or which a reasonable person would understand to be confidential; and/or (c) the existence and the terms of the Agreement. During and for a period of three (3) years following the term of the Agreement, the receiving Party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing Party except as specifically permitted herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving Party without access to the other Party's Confidential Information; (ii) has become publicly known through no breach of this Section 6 by the receiving Party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing Party; (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure. Each Party will protect the other Party’s Confidential Information against unauthorized use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care.  Upon written request, either Party will return or destroy all copies of the other Party’s Confidential Information that are in its possession or control.

 

8.       Disclaimer.

8.1.    Each party represents that is has validly entered into the Agreement and has the legal power to do so. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES PROVIDED IN ACCORDANCE WITH THE AGREEMENT ARE PROVIDED “AS IS”, AND NEITHER CORESIGNAL NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES OR AS TO THE RESULT TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THE AGREEMENT OR OTHERWISE.

CORESIGNAL WILL MAKE A REASONABLE AND TIMELY EFFORT TO ENSURE THE ACCURACY OF THE DATA DELIVERED TO THE CLIENT. HOWEVER, CORESIGNAL OFFERS NO REPRESENTATIO OR WARRANTY AS TO THE COMPLETENESS, ACCURACY OR RELIABILITY OF THE DATA; ASSUMES NO LIABILITY FOR MISTAKES, INACCURACIES OR INCONSISTENCIES CONTAINED THEREIN; AND, EXPRESSELY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND / OR FITNESS FOR PARTICULAR PURPOSE. CORESIGNAL DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OBTAINED / TRANSMITTED BY CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE DATA. ACCORDINGLY, THE CLIENT ASSUMES ALL LIABILITIES AND RESPONSIBILITIES FOR ANY ACTIONS TAKEN OR NOT TAKEN REGARDING CLIENT’S USE OF DATA.

THE PARTIES CONFIRM THAT THEY HAVE ENTERED INTO THE AGREEMENT WITH THE KNOWLEDGE OF THIS WARRANTY LIMITATION.

 

9.       Liability

9.1.    WITH EXCEPTION TO DIRECT DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR THE ACTIONS OR INACTIONS OF THE OTHER PARTY INCLUDING THE ACTION OR INACTION OF ANY SUBSIDIARIES, EMPLOYEES, OWNERS AND ANY PERSONS AFFILIATED WITH THE OTHER PARTY.

9.2.    NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS, BUSINESS FAILURE OR LOSS, ARISING OUT OF THE AGREEMENT OR THE USE OF THE DATA, WHETHER OR NOT THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9.3.    WITH THE EXCEPTION OF THE INDEMNITY PROVISIONS SET FORTH IN SECTION 13 AND A BREACH OF CONFIDENTIALITY UNDER SECTION 6, THE AGGREGATE LIABILITY OF THE PARTIES TO ONE ANOTHER SHALL NOT EXCEED THE AMOUNT SET OUT IN SECTION 2 OF THE AGREEMENT. 

 

10.   Data Protection

10.1.     In cases the Data include personally-identifiable information, the Client shall separately and independently from Coresignal determine purposes and means of processing of the Data. The Client shall only use or otherwise process such Data in accordance with all applicable data protection laws. The Client shall be solely responsible for assessment and compliance of the Data use by the Client with all applicable data protection laws and regulations. The Parties acknowledge that Coresignal did not collect the Data in relation to or with the purpose of offering of goods or services to individuals in the European Union or monitoring of the behaviour of the individuals who are in the European Union as far as their behaviour takes place within the European Union.

 

11.   Governing Law and Dispute Resolution 

11.1.     The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any choice of law or conflict of law provisions. 

11.2.     All claims, disputes, or other differences between or relating to the Parties - including but not limited to all claims, defenses, counterclaims, disputes or other differences arising from or relating in any way to the Agreement (whether contractual, tortious, or otherwise in nature) - shall be exclusively resolved by binding arbitration (all aspects of which shall be kept strictly confidential) pursuant to the United States of America Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, with arbitration to occur in Lewes, Delaware before a sole arbitrator, and the American Arbitration Association to administer the arbitration. The arbitrator, who shall have the exclusive power to rule on his or her own jurisdiction, including but not limited to any objections with respect to the existence, scope or validity of this arbitration provision, shall award the prevailing party attorney’s fees, costs and expenses in connection with the arbitration (including, if applicable, its expert witness expenses and attorney’s fees associated with its internal attorney hours), including but not limited to any appeal or enforcement proceedings. Prior to or in the absence of any such award, the costs and expenses charged by the arbitrator and the American Arbitration Association shall be split equally amongst the Parties. The award of the arbitrator shall be accompanied by a detailed statement of the reasons upon which the award is based. Any award or judgment will be enforceable in any court of competent jurisdiction. The arbitrator shall issue a final award within one hundred and twenty days of the filing of the arbitration demand.

 

12.   Force Majeure

12.1.     Neither Party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of third-party equipment or software, power failures, strikes, lockouts, war, terrorism or any other industrial, civil or public disturbance.

 

13.   Indemnification

13.1.     Each Party hereby agrees to defend, indemnify and hold harmless the other Party and its respective officers, directors, agents and employees from any and all liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any third party claims, actions, suits or proceedings relating to or arising out of: (i) any breach (or, as to defense obligations only, alleged breach) by the indemnifying Party of any term, condition, representation or warranty under thieAgreement; (ii) gross negligence, willful misconduct or fraudulent actions of the indemnifying Party (iii) of any breach of the Agreement by the employees or contractors of the indemnifying Party; (iv) the indemnifying Party’s violation of any rights, including privacy and intellectual property rights; or (v) violation of any applicable laws, rules or regulations by the indemnifying Party.

13.2.     In the event of a indemnifiable claim or action as set forth in Article 13.1., the Party requesting indemnification shall provide written notice to the other Party of any such claim as soon as reasonably possible, provide all necessary information related to such claim or action to such Party if requested, as well as allow full authority and control over the defence of such claim (including, but not limited to negotiations for settlement).

 

14.   Other Provisions

14.1.     Conflicting Terms. In case of conflict or contradictions between the terms established in the Agreement and the terms established within the applicable Form, the terms established within the Form shall govern (unless the Form explicitly states otherwise).

14.2.     Severability.  To the extent necessary to render a provision valid and enforceable in that jurisdiction, a reviewing court may modify any provision of the Agreement that it finds to be invalid or unenforceable. The other provisions of the Agreement shall not be affected. Any unenforceability in a particular jurisdiction shall not affect enforceability in any other jurisdiction.

14.3.     Assignment. Either Party may assign the Agreement in whole or in part to a successor in interest in the event of a sale or merger.  Otherwise, neither Party may assign the Agreement in whole or in part without the other Party’s prior written consent, which consent will not be unreasonably withheld.   

14.4.     Notice. Any notices permitted or required under the Agreement shall be in writing and shall be deemed given when delivered (a) in person, (b) by overnight courier, upon written confirmation of receipt, (c) by certified or registered mail, with proof of delivery, or (d) by facsimile or e-mail, when receipt is electronically confirmed. Notices shall be sent to the address set forth herein or such other address as may be noticed from time to time.

14.5.     Survival. The following provisions shall survive the termination or expiry of the Agreement: Section 2 (Fee and Terms of Payment), 3 (Term), 6 (Confidentiality), 7 (Liability), and 13 (Indemnification).

14.6.     Independent Parties. Nothing stated in the Agreement shall be interpreted to construe the Parties as partners or joint ventures, joint data controllers, data controller and a data processor or as creating any relationship other than as independent contractors.

14.7.     Entire Agreement.  The Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any and all previous agreements, discussions and communications. Any subsequent modifications, amendments, additions and/or other changes to the Agreement are effective only if in writing and signed by duly authorized representatives of both Parties.

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