Master Services Agreement

Last Updated: July 9, 2026
MASTER SERVICES AGREEMENT
NYNE.AI CORP.
This Master Services Agreement (“Agreement”) is entered into by and between Nyne.ai Corp., a Delaware corporation with offices at 380 Brannan St, San Francisco, CA 94107 (“Nyne” or “Provider”), and the entity identified as Customer in the first mutually executed Statement of Work that references this Agreement (“Customer”). This Agreement is effective as of the effective date of that Statement of Work (the “Effective Date”).
Nyne and Customer are each referred to herein as a “Party” and collectively as the “Parties.”
1. DEFINITIONS
1.1 “Authorized Users” means Customer’s employees or individual contractors who are authorized by
Customer to access the Services under this Agreement, up to the number specified in the applicable SOW.
1.2 “Confidential Information” means any non-public information disclosed by one Party to the other,
whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person
would understand to be confidential given the nature of the information and the circumstances of
disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data,
product designs, algorithms, source code, customer lists, financial information, and the terms of this
Agreement. Confidential Information does not include information that: (a) is or becomes publicly
available through no fault of the receiving Party; (b) was already known to the receiving Party without
restriction prior to disclosure; (c) is independently developed by the receiving Party without use of or
reference to the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
1.3 “Customer Data” means any data, content, or information uploaded, transmitted, or provided by
Customer to Nyne in connection with Customer’s use of the Services, including any data submitted by
Customer for enrichment, matching, or processing purposes.
1.4 “Documentation” means any user guides, technical manuals, API documentation, specifications, and
other materials made available by Nyne relating to the Services.
1.5 “Downstream Recipients” means any third parties to whom Customer makes Licensed Data
available, whether directly or indirectly, through Customer’s products, services, platforms, or otherwise, to the extent such distribution is expressly authorized in an applicable SOW.
1.6 “Intellectual Property Rights” means all intellectual property rights worldwide, including patents,
copyrights, trademarks, trade secrets, know-how, moral rights, database rights, and all registrations,
applications, renewals, and extensions thereof.
1.7 “Licensed Data” means the people data, company data, and any other data or information made
available to Customer through the Services, whether accessed via API, dashboard, data export, or any
other delivery method.
1.8 “Nyne Technology” means all software, APIs, algorithms, models, databases, tools, platforms,
dashboards, interfaces, and related technology owned or licensed by Nyne and used to provide the
Services, including all updates, enhancements, and derivative works thereof.
1.9 “Permitted Purpose” means the specific, limited purpose(s) for which Customer is authorized to access and use the Licensed Data and Services, as expressly and specifically set forth in the applicable SOW.
1.10 “SOW” or “Statement of Work” means a mutually executed ordering document that references
this Agreement and specifies the Services, scope of access, Permitted Purpose, Fees, Term, and any other
commercial terms applicable to Customer’s subscription. Each SOW is incorporated into and governed by
this Agreement.
1.11 “Services” means the data access, data enrichment, search, API, dashboard, and related services
provided by Nyne to Customer as specified in the applicable SOW, including access to Licensed Data and
Nyne Technology.
2. SERVICES AND LICENSE GRANT
2.1 Provision of Services. Subject to the terms of this Agreement and the applicable SOW, Nyne will
provide Customer with access to the Services during the applicable SOW Term. Nyne will make the
Services available via secure online access, API, dashboard, or as otherwise specified in the
applicable SOW.
2.2 License Grant. Subject to Customer’s compliance with this Agreement and timely payment of all
Fees, Nyne grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as
expressly set forth in Section 2.3(b)), revocable license to access and use the Services and Licensed Data
solely for the Permitted Purpose and in accordance with this Agreement, the applicable SOW, and the
Documentation during the applicable SOW Term.
2.3 Scope of License. The license granted herein permits Customer to:
(a) Access and use the Licensed Data through the Services for the Permitted Purpose as specified in the
applicable SOW;
(b) If and only to the extent expressly authorized in the applicable SOW, make Licensed Data available to
Downstream Recipients through Customer’s products or services, subject to the conditions set forth in
Section 2.5; and
(c) Use the Nyne Technology solely for the purpose of accessing the Licensed Data as permitted
hereunder.
2.4 License Restrictions. Customer shall not, and shall not permit any third party to:
(a) Use the Licensed Data or Services for any purpose other than the Permitted Purpose specified in the
applicable SOW;
(b) Sublicense, resell, redistribute, rent, lease, or otherwise transfer the Licensed Data, Nyne Technology,
or any portion of the Services to any third party, except as expressly authorized in the applicable SOW;
(c) Use the Licensed Data to build, train, or improve a data product, database, or dataset that is
substantially similar to, or competitive with, the Licensed Data or Services, whether for Customer’s own
use or for the benefit of any third party;
(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms,
data models, or underlying structure of the Nyne Technology;
(e) Use any automated means (including bots, crawlers, scrapers, or similar technologies) to access,
extract, download, or collect data from the Services except through the APIs and tools expressly provided
by Nyne;
(f) Circumvent, disable, or interfere with any security, access control, rate limiting, or usage monitoring
features of the Services;
(g) Remove, alter, or obscure any proprietary notices, labels, or markings on or within the Services or
Licensed Data;
(h) Use the Licensed Data or Services in any manner that violates applicable law, including but not
limited to data protection, privacy, anti-spam, telemarketing, or consumer protection laws;
(i) Use the Licensed Data to determine any individual’s eligibility for credit, insurance, employment,
housing, or any purpose governed by the Fair Credit Reporting Act (FCRA) or similar legislation;
(j) Share Authorized User credentials with any person who is not a designated Authorized User; or
(k) Use the Licensed Data, in whole or in part, to train, fine-tune, validate, or otherwise develop any
artificial intelligence model, machine learning model, statistical model, or algorithm, except to the extent
expressly authorized as part of the Permitted Purpose in the applicable SOW; or
(l) Commingle Licensed Data with data from other sources without maintaining reasonable data lineage,
tagging, or segregation mechanisms sufficient to identify and delete all Licensed Data upon expiration or
termination of this Agreement. Customer shall implement and maintain systems and processes that enable
the identification and extraction of Licensed Data from Customer’s records and systems at all times.
2.5 Redistribution Terms. Where an SOW expressly authorizes Customer to make Licensed Data
available to Downstream Recipients:
(a) Unless the applicable SOW explicitly authorizes raw data distribution, Customer shall make Licensed
Data available to Downstream Recipients only as embedded within or integrated into Customer’s products
or services, and not as standalone raw data exports, bulk files, or direct database access;
(b) Before making Licensed Data available to any Downstream Recipient, Customer shall ensure that such Downstream Recipient is bound by written terms that: (i) limit use of the Licensed Data to the specific purpose authorized under the applicable SOW; (ii) require the level of privacy protection required under applicable law; (iii) prohibit further redistribution except as expressly authorized by Nyne; (iv) require compliance with consumer deletion, correction, opt-out, limitation, and suppression directives relating to the Licensed Data; (v) require reasonable security measures appropriate to the Licensed Data; and (vi) require cessation of use and deletion as required under this Agreement. Upon Nyne’s reasonable request, Customer shall provide a summary or representative sample of such terms, which may be redacted to remove commercially sensitive information.
(c) Customer shall not represent to any Downstream Recipient that it is the original source or owner of the
Licensed Data;
(d) Customer shall remain fully responsible and liable for its Downstream Recipients’ use of the Licensed
Data and compliance with the terms of this Agreement;
(e) Customer shall maintain reasonable records identifying each Downstream Recipient and the scope of
Licensed Data made available to each, and shall make such records available to Nyne upon reasonable
request; and
(f) Upon expiration or termination of this Agreement or the applicable SOW, Customer shall ensure that
all Downstream Recipients cease using the Licensed Data and delete all copies thereof in accordance with
Section 7.
2.6 Updates and Modifications. The Services, Licensed Data, and Nyne Technology are provided as
they exist and as updated from time to time in Nyne’s sole discretion. Nyne may modify, update, or
discontinue features of the Services, provided that the Services substantially conform to the description in
the applicable SOW.
2.7 Usage Monitoring and Suspension. Customer acknowledges that Nyne may monitor Customer’s use
of the Services to ensure compliance with this Agreement, including tracking API call volumes, data
access patterns, and user activity. If Nyne reasonably believes that Customer’s use exceeds the scope of
the applicable SOW or violates this Agreement, Nyne shall notify Customer in writing, specifying the
nature of the suspected non-compliance. Customer shall have fifteen (15) days from receipt of such notice
to cure the non-compliance or provide Nyne with a reasonable explanation and remediation plan. If
Customer fails to cure or provide a satisfactory remediation plan within such fifteen (15)-day period,
Nyne may restrict or suspend Customer’s access until the issue is resolved. If access is suspended,
Customer may request a good faith meeting with Nyne to discuss reinstatement, and Nyne shall respond
to such request within ten (10) business days. Notwithstanding the foregoing, Nyne may immediately
suspend Customer’s access without prior notice if Nyne reasonably determines that: (a) Customer’s use
poses a security risk to the Services or Nyne’s systems; (b) Authorized User credentials have been
compromised or shared with unauthorized persons; or (c) Customer’s use may expose Nyne to legal
liability. In the event of an immediate suspension, Nyne shall notify Customer within two (2) business
days, specifying the basis for the suspension, and Customer shall have ten (10) days to cure the
underlying issue. If Customer cures the issue within such period, Nyne shall promptly reinstate access.
3. INTELLECTUAL PROPERTY
3.1 Nyne Ownership. As between the Parties, Nyne retains all right, title, and interest in and to the
Services, Licensed Data, Nyne Technology, Documentation, and all Intellectual Property Rights therein.
This Agreement does not transfer to Customer any ownership interest in or to the foregoing. All rights not
expressly granted herein are reserved by Nyne.
3.2 Licensed Data Ownership. Customer acknowledges and agrees that the Licensed Data — including
the compilation, selection, arrangement, organization, and enhancement of the underlying data, as well as
all Nyne-originated data fields, enrichments, scores, and metadata — constitutes valuable proprietary
information of Nyne protected by applicable intellectual property laws (including database rights and
rights in compilations). The Licensed Data, whether accessed, downloaded, cached, stored, or integrated
into Customer’s systems, remains the property of Nyne at all times. Customer acquires no ownership
rights in the Licensed Data or any component thereof by virtue of accessing, downloading, or using it
under this Agreement. Where Licensed Data is combined with or appended to Customer Data (for
example, through enrichment), Nyne retains all rights in the Nyne-originated components, data fields,
compilations, and elements of such combined records, and Customer retains all rights in its original
Customer Data. The combination of Licensed Data with Customer Data does not transfer any ownership
of Licensed Data to Customer nor any ownership of Customer Data to Nyne.
3.3 Nyne Technology. Customer acknowledges that the algorithms, models, software, databases, APIs,
and all other components of the Nyne Technology are proprietary to Nyne and protected by Intellectual
Property Rights. Nothing in this Agreement grants Customer any right to the underlying technology,
source code, or architecture of the Services.
3.4 Customer Data. Customer grants Nyne a limited, non-exclusive license to use Customer Data solely as reasonably necessary to provide, secure, support, and administer the Services, including data matching, enrichment, processing, usage accounting, billing, troubleshooting, fraud prevention, and legal compliance as contemplated by the applicable SOW and applicable law. Nyne shall not use Customer Data for any other purpose unless Customer provides prior written consent.
3.5 Feedback. If Customer provides Nyne with any suggestions, ideas, enhancement requests, or other
feedback regarding the Services (“Feedback”), such Feedback shall be non-confidential and Nyne shall be
free to use, disclose, reproduce, and exploit such Feedback without restriction or obligation to Customer.
3.6 Aggregated and De-identified Data. Nyne may collect and use aggregated, anonymized, or
de-identified data derived from Customer’s use of the Services for purposes of improving, developing, and
enhancing Nyne’s products and services, provided that such data does not identify Customer or any
individual.
4. FEES AND PAYMENT
4.1 Fees. Customer shall pay all fees specified in the applicable SOW (the “Fees”). Unless otherwise
stated in the SOW, all Fees are quoted in United States Dollars and are non-cancellable and
non-refundable except as expressly provided herein.
4.2 Minimum Commitment. Where an SOW specifies a minimum annual commitment (“Minimum
Commitment”), Customer shall be obligated to pay the full Minimum Commitment for each year of the
applicable Term, regardless of actual usage. Usage in excess of the Minimum Commitment (“Overage”)
shall be invoiced and payable in accordance with the true-up schedule set forth in the applicable SOW.
4.3 Invoicing and Payment Terms. Unless otherwise specified in the applicable SOW: (a) Nyne will
invoice Customer in accordance with the billing schedule set forth in the SOW; (b) All invoices are
due and payable within thirty (30) days of the invoice date (the “Payment Period”);
(c) Customer shall pay all undisputed amounts by the due date. If Customer disputes any portion of an
invoice in good faith, Customer shall (i) pay all undisputed amounts by the due date, (ii) notify Nyne in
writing of the disputed amount and the basis for the dispute within fifteen (15) days of receipt of the
invoice, and (iii) cooperate with Nyne in good faith to resolve the dispute promptly; and
(d) All payments shall be made without setoff, counterclaim, deduction, or withholding of any kind.
4.4 Late Payments. Any undisputed amounts not paid when due shall accrue interest at the rate of one
and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is
less. Customer shall also reimburse Nyne for all reasonable costs and expenses incurred in connection
with the collection of overdue amounts, including reasonable attorneys’ fees, court costs, collection
agency fees, and other related expenses.
4.5 Suspension for Non-Payment. If any undisputed payment is more than thirty (30) days past due,
Nyne may, upon fifteen (15) days’ prior written notice to Customer, suspend Customer’s access to the
Services until all outstanding amounts are paid in full. Any such suspension shall not relieve Customer of
its payment obligations or extend the SOW Term.
4.6 Taxes. All Fees are exclusive of taxes. Customer is responsible for all applicable sales, use,
value-added, withholding, and other taxes and governmental charges arising from this Agreement,
excluding taxes based on Nyne’s net income. If Nyne is required to collect any such taxes, they will be
added to Customer’s invoice.
4.7 Annual Fee Escalation. Unless otherwise specified in the applicable SOW, all Fees (including
Minimum Commitments and per-call API pricing) shall automatically increase by five percent (5%) on
each anniversary of the applicable SOW Effective Date. For multi-year SOW Terms, the annual escalation
applies to each successive year within the SOW Term as well as to any renewal periods. An SOW may
specify an alternative escalation rate, a fixed-dollar increase, or an escalation tied to the U.S. Consumer
Price Index (CPI-U, All Urban Consumers), in which case the SOW shall control.
5. DATA PROTECTION AND COMPLIANCE
5.1 Compliance with Laws. Each Party shall comply with all applicable laws, rules, and regulations in
connection with its performance under this Agreement, including but not limited to applicable data
protection and privacy laws, anti-spam laws, and any other applicable regulatory requirements.
5.2 U.S. Privacy Laws. The Parties acknowledge that the Licensed Data may include personal
information subject to the California Consumer Privacy Act, as amended by the California Privacy Rights
Act (“CCPA”), and other U.S. state privacy laws. In connection with the Licensed Data:
(a) Nyne represents that it maintains a compliance program reasonably designed to ensure that the
Licensed Data is collected and made available in compliance in all material respects with applicable U.S.
privacy laws, and that Nyne maintains commercially reasonable practices for responding to consumer
access, deletion, and opt-out requests;
(b) Customer shall not sell, share (as defined under the CCPA), or otherwise make Licensed Data
available to third parties in a manner that would constitute a “sale” or “sharing” under the CCPA or
equivalent state privacy laws, unless: (i) such activity is expressly authorized as part of the Permitted
Purpose in the applicable SOW; and (ii) Customer complies with all applicable obligations under such
laws, including providing required consumer notices, honoring opt-out requests, and entering into
appropriate contractual agreements with recipients. Where an SOW authorizes redistribution of Licensed
Data under Section 2.5, Customer acknowledges that such redistribution may constitute a “sale” or
“sharing” under applicable privacy laws and Customer assumes sole responsibility for compliance with all
resulting obligations;
(c) Customer shall implement and maintain its own consumer request intake mechanisms as required by
applicable law and shall promptly honor any consumer access, deletion, correction, or opt-out requests it
receives relating to Licensed Data in its possession; and
(d) Customer shall not combine, link, or process Licensed Data in a manner that re-identifies data that has
been de-identified, except as expressly permitted for the Permitted Purpose.
(e) To the extent Customer receives Licensed Data as a third party under the CCPA, Customer shall provide the same level of privacy protection with respect to such Licensed Data as required of businesses under the CCPA and applicable regulations and shall promptly notify Nyne if Customer determines that it can no longer meet its applicable obligations under the CCPA or such regulations. Nyne may, upon notice, take reasonable and appropriate steps to ensure and remediate Customer’s use of Licensed Data in a manner consistent with Nyne’s obligations under the CCPA.
5.3 International Data. Customer shall not submit to the Services personal data that is subject
to the European Union General Data Protection Regulation (“GDPR”) or the United Kingdom
General Data Protection Regulation (“UK GDPR”) unless the applicable SOW expressly
authorizes such processing, in which case the Parties shall execute the EU/UK GDPR
Addendum referenced in such SOW prior to any such processing
5.4 Customer Compliance Obligations. Customer is solely responsible for:
(a) Ensuring that its use of the Licensed Data complies with all applicable laws, including obtaining any
required consents, providing any required notices, and maintaining any required legal bases for processing
personal data obtained through the Services;
(b) Making any required disclosures to individuals whose data is included in the Licensed Data, as
required by applicable law; and
(c) Implementing and maintaining appropriate technical and organizational security measures to protect
the Licensed Data in its possession from unauthorized access, use, or disclosure.
(d) Customer shall notify Nyne without undue delay, and in any event within seventy-two (72) hours after becoming aware of any unauthorized access to, acquisition, use, or disclosure of Licensed Data, and shall reasonably cooperate with Nyne in investigating, mitigating, and remediating the incident.
5.5 Consumer Rights and Suppression. Nyne may notify Customer of consumer deletion, correction, opt-out, limitation, or suppression requests or directives relating to Licensed Data. Customer shall promptly, and within any timeframe reasonably specified by Nyne as necessary to comply with applicable law, take the actions specified by Nyne with respect to the affected Licensed Data, including, as applicable, deletion, correction, or cessation of use, sale, sharing, or disclosure, and shall forward such directive to any Downstream Recipient or other person to whom Customer made the affected Licensed Data available to the extent required by applicable law. For clarity, this Section does not require Customer to delete information that Customer can demonstrate was independently obtained from a source other than Nyne and is not derived from Licensed Data, except to the extent otherwise required by applicable law.
5.6 Customer Data Processing. To the extent Nyne processes Customer Data constituting personal information on behalf of Customer as a service provider, contractor, or processor under applicable U.S. privacy law, Nyne shall process such Customer Data only for the specific business purposes of providing, securing, supporting, and administering the Services as described in Section 3.4 and the applicable SOW. Nyne shall not sell or share such Customer Data or retain, use, or disclose such Customer Data outside the direct business relationship with Customer or for any other purpose, except as permitted by applicable law. Nyne shall not combine Customer Data with personal information received from another source or collected from Nyne’s own interaction with a consumer except as expressly permitted by applicable law. Nyne shall comply with all applicable obligations imposed on service providers, contractors, or processors under applicable privacy law, including providing the level of privacy protection required under applicable law, shall notify Customer if Nyne determines that it can no longer meet such applicable obligations, and shall reasonably cooperate with Customer in responding to applicable consumer rights requests. Upon notice, Customer may take reasonable and appropriate steps to ensure and remediate Nyne’s use of such Customer Data in a manner consistent with applicable law. Nyne shall require any subcontractor processing such Customer Data on Nyne’s behalf to be subject to applicable contractual data protection requirements.
6. CONFIDENTIALITY
6.1 Obligations. Each Party agrees to: (a) hold the other Party’s Confidential Information in strict
confidence; (b) not disclose Confidential Information to any third party except to its employees,
contractors, and advisors who have a need to know and who are bound by confidentiality obligations at
least as protective as those herein; and (c) not use Confidential Information for any purpose other than as
necessary to exercise its rights or perform its obligations under this Agreement. Each Party shall protect
the other’s Confidential Information with at least the same degree of care it uses to protect its own
confidential information, but in no event less than reasonable care.
6.2 Compelled Disclosure. A receiving Party may disclose Confidential Information to the extent
required by law or legal process, provided that the receiving Party (to the extent permitted by law): (a)
gives the disclosing Party prompt prior written notice; (b) reasonably cooperates with the disclosing
Party’s efforts to obtain a protective order; and (c) discloses only the minimum amount of Confidential
Information required.
6.3 Return or Destruction. Upon termination or expiration of this Agreement, or upon written request by
the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information of
the disclosing Party in its possession or control and, upon request, confirm such return or destruction in
writing. The receiving Party may retain limited copies of Confidential Information solely to the extent required by applicable law, maintained pursuant to standard backup or archival procedures, or reasonably necessary for billing and usage reconciliation, security, fraud prevention, troubleshooting, dispute resolution, or enforcement of this Agreement, provided that such retained information remains subject to the confidentiality and use restrictions of this Agreement and is not used for any other purpose. Notwithstanding the foregoing, with
respect to Licensed Data, Section 7 (Cessation of Use and Data Handling Upon Termination) shall control
and its requirements supersede this Section 6.3 to the extent of any conflict.
7. CESSATION OF USE AND DATA HANDLING UPON
TERMINATION
7.1 Cessation of Use. Upon expiration or termination of this Agreement or any SOW for any reason:
(a) Customer’s license to access and use the applicable Licensed Data and Services shall immediately
terminate; and
(b) Customer shall promptly cease all use of the Licensed Data, Nyne Technology, and Services.
7.2 Deletion of Licensed Data. Following termination or expiration:
(a) Customer shall, within thirty (30) days, permanently delete and purge all Licensed Data from its active
production systems, databases, applications, and any systems used by or accessible to Downstream
Recipients;
(b) With respect to backup, archival, and disaster recovery systems: Customer shall ensure that all
Licensed Data remaining in such systems is (i) not accessed, used, restored, or processed for any purpose
other than disaster recovery, (ii) subject to all applicable terms of this Agreement, and (iii) permanently
deleted no later than one hundred eighty (180) days following the effective date of termination or
expiration, or upon the natural expiration of the applicable backup retention cycle, whichever occurs first.
Customer shall not restore any backup containing Licensed Data except in a bona fide disaster recovery
scenario, and in the event of such restoration, Customer shall re-delete all Licensed Data from the restored
systems within ten (10) business days; and
(c) Upon Nyne’s written request, Customer shall provide written confirmation signed by an authorized
representative that it has completed the deletion obligations set forth in this Section 7.2. Customer shall
provide such confirmation within fifteen (15) business days of Nyne’s request.
7.3 Derived Materials.
“Derived Materials” means any of the following that incorporate or were created
using Licensed Data: (a) machine learning or artificial intelligence model weights, parameters, or
embeddings; (b) feature stores or vector indexes trained on or built from Licensed Data; (c) compiled or
aggregated datasets in which Licensed Data constitutes a material portion of the underlying records; and
(d) any other persistent data artifact that embeds or encodes Licensed Data in a form that cannot be
separated from the artifact without modification or destruction of the artifact. For the avoidance of doubt,
Derived Materials do not include ordinary business analytics, reports, dashboards, or rule-based
configurations that reference Licensed Data but do not embed it.
Customer acknowledges that the Licensed Data may not be used to create Derived Materials except to the
extent such use is expressly authorized as part of the Permitted Purpose in the applicable SOW. Upon
expiration or termination of this Agreement or any SOW for any reason:
(i) Customer shall immediately cease all use of any Derived Materials;
(ii) To the extent any Derived Materials can be modified, retrained, or adjusted to remove the contribution
of the Licensed Data, Customer shall complete such removal within sixty (60) days following the
effective date of termination or expiration;
(iii) To the extent any Derived Materials cannot reasonably be separated from the Licensed Data (for
example, a machine learning model whose training data cannot be selectively removed), Customer shall
permanently delete and destroy such Derived Materials within sixty (60) days following the effective date
of termination or expiration; and
(iv) Upon Nyne’s written request (which request may be made no more than once per year absent a
reasonable basis to believe Customer is not in compliance), Customer shall provide a written certification
signed by an officer of Customer describing, in reasonable detail: (A) the categories of Derived Materials
created using Licensed Data; (B) the systems or repositories where such Derived Materials were stored;
(C) relevant data lineage or training run identifiers sufficient to verify whether Licensed Data was used;
and (D) the steps taken to comply with this Section 7.3. Such certification shall be treated as Customer’s
Confidential Information and, at Customer’s election, may be provided to Nyne’s outside legal counsel
and/or an independent auditor under confidentiality obligations no less restrictive than those in Section 6,
rather than directly to Nyne’s operational personnel. Nyne may use such information solely to verify
compliance with this Section 7.3 and not for any competitive purpose. If Nyne has a reasonable basis to
believe, based on the certification or other available information, that Customer has not fully complied
with this Section 7.3, Nyne may invoke the audit procedures set forth in Section 12.15(b) to further verify
compliance.
7.4 Downstream Recipient Compliance. Where Customer has made Licensed Data available to
Downstream Recipients pursuant to Section 2.5, Customer shall:
(a) Promptly notify all Downstream Recipients that their right to use the Licensed Data has terminated;
(b) Cause all Downstream Recipients to cease use of and delete
all Licensed Data within sixty (60) days following the effective date of termination or expiration; and
(c) Upon Nyne’s written request, provide Nyne with reasonable evidence of its compliance with this
Section 7.4, including confirmation from material Downstream Recipients regarding deletion.
7.5 Limited Exceptions. Customer is not required to delete Licensed Data to the extent that:
(a) Such data has been incorporated into Customer’s records as a result of a responsive communication
from an individual whose data was included in the Licensed Data (e.g., a prospect who responded to
Customer’s outreach), provided that Customer’s retention and use of such data is otherwise compliant with
applicable law; or
(b) Retention is required by applicable law or regulation, provided that (i) Customer retains only the
minimum amount of data required, and (ii) such data remains subject to the confidentiality and use
restrictions of this Agreement for so long as it is retained.
7.6 Survival. The obligations set forth in this Section 7 shall survive any expiration or termination of this
Agreement.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of
organization;
(b) It has the full power and authority to enter into and perform its obligations under this Agreement;
(c) The execution and performance of this Agreement does not conflict with any other agreement to
which it is a party; and
(d) It will comply with all applicable laws in connection with its performance under this Agreement.
8.2 Nyne Representations. Nyne represents and warrants that:
(a) It has all necessary rights and authority to provide the Services and license the Licensed Data to
Customer as contemplated herein;
(b) The Services will be provided in a professional and workmanlike manner consistent with generally
accepted industry standards; and
(c) The Services will substantially conform to the specifications described in the applicable SOW and
Documentation.
8.3 Customer Representations. Customer represents and warrants that:
(a) It will use the Services and Licensed Data solely in accordance with this Agreement and all applicable
laws;
(b) It will not use the Licensed Data for any purpose prohibited by this Agreement or applicable law; and
(c) It will implement and maintain reasonable security measures to protect the Licensed Data in its
possession.
8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES,
LICENSED DATA, AND NYNE TECHNOLOGY ARE PROVIDED “AS IS” AND “AS A V AILABLE.
”
NYNE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY ,
OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY , FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY , RELIABILITY ,
COMPLETENESS, OR QUIET ENJOYMENT. NYNE DOES NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER
ACKNOWLEDGES THAT THE LICENSED DATA IS DERIVED FROM V ARIOUS SOURCES AND
MAY CONTAIN INACCURACIES, AND THAT NYNE DOES NOT GUARANTEE THE ACCURACY ,
COMPLETENESS, OR TIMELINESS OF ANY LICENSED DATA.
9. INDEMNIFICATION
9.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Nyne and its
affiliates, and their respective officers, directors, employees, and agents (each, a “Nyne Indemnified
Party”) from and against any and all third-party claims, actions, demands, losses, damages, liabilities,
costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Customer’s use of the Licensed Data or Services in violation of this Agreement or applicable law;
(b) Customer’s breach of any representation, warranty, or obligation under this Agreement;
(c) Any claim by a Downstream Recipient or any third party arising out of Customer’s redistribution of
Licensed Data; or
(d) Any unauthorized access to or use of the Services or Licensed Data by Customer’s Authorized Users,
Downstream Recipients, employees, or agents.
9.2 Indemnification by Nyne. Nyne shall defend, indemnify, and hold harmless Customer and its
officers, directors, employees, and agents from and against any third-party claim alleging that the Services
or Nyne Technology, as provided by Nyne and used by Customer in accordance with this Agreement,
infringes or misappropriates a third party’s Intellectual Property Rights. This indemnification obligation
does not apply to the extent any claim arises from: (a) Customer’s modification of the Services or
Licensed Data; (b) Customer’s combination of the Services with materials not provided by Nyne; (c)
Customer’s use of the Services in violation of this Agreement; or (d) Licensed Data to the extent such data
was provided or contributed by Customer.
9.3 Indemnification Procedures. The indemnified Party shall: (a) promptly notify the indemnifying
Party in writing of any claim; (b) grant the indemnifying Party sole control of the defense and settlement
(provided the indemnifying Party may not settle any claim without the indemnified Party’s prior written
consent if such settlement imposes any obligation on the indemnified Party or does not unconditionally
release the indemnified Party); and (c) provide reasonable cooperation at the indemnifying Party’s
expense.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS
OPPORTUNITY , ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF
THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
10.2 Liability Cap. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 10.3, EACH
PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO
NYNE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE
EVENT GIVING RISE TO THE CLAIM.
10.3 Exclusions from Cap. The limitations set forth in Sections 10.1 and 10.2 shall not apply to: (a)
Customer’s indemnification obligations under Section 9.1; (b) Customer’s breach of Section 2.4 (License
Restrictions), Section 2.5 (Redistribution Terms), or Section 7 (Cessation of Use and Data Handling Upon
Termination); (c) Customer’s payment obligations under Section 4; (d) either Party’s breach of Section 6
(Confidentiality); or (e) liability arising from a Party’s fraud, gross negligence, or willful misconduct. For
the avoidance of doubt, Nyne’s indemnification obligations under Section 9.2 shall be subject to the
liability cap set forth in Section 10.2.
11. TERM AND TERMINATION
11.1 Agreement Term. This Agreement commences on the Effective Date and continues in effect until all
SOWs have expired or been terminated and all post-termination obligations have been fulfilled, unless
earlier terminated in accordance with this Section 11.
11.1.1 SOW Term and Renewal. Each SOW shall specify its own initial duration (the “Initial SOW
Term”; if no duration is specified, the Initial SOW Term shall be one (1) year). Each SOW shall
automatically renew for successive periods equal in length to the Initial SOW Term (each, a “Renewal
SOW Term” and together with the Initial SOW Term, the “SOW Term”), unless either Party provides
written notice of non-renewal at least thirty (30) days prior to the end of the then-current SOW Term. For
example, an SOW with a two (2)-year Initial SOW Term will automatically renew for successive two
(2)-year periods. An individual SOW may specify alternative renewal terms (including non-renewal) that
override this default.
11.2 Termination for Breach. Either Party may terminate this Agreement or any SOW if the other Party
materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving
written notice specifying the breach.
11.2.1 Expedited Cure for Critical Sections. If Customer breaches Section 2.4 (License Restrictions),
Section 2.5 (Redistribution Terms), Section 3 (Intellectual Property), or Section 7 (Cessation of Use and
Data Handling Upon Termination), and such breach is reasonably capable of being cured, Customer shall
have ten (10) days from receipt of written notice to cure the breach to Nyne’s reasonable satisfaction. If
Customer fails to cure within such ten (10)-day period, Nyne may terminate this Agreement or the
applicable SOW immediately upon written notice.
11.2.2 Immediate Termination. Notwithstanding the foregoing, Nyne may terminate this Agreement or
any SOW immediately upon written notice, without any cure period, if Customer’s breach of Section 2.4,
2.5, 3, or 7: (a) involves willful, intentional, or repeated conduct; (b) involves the unauthorized
redistribution, sale, or disclosure of Licensed Data to any third party; (c) involves the use of Licensed
Data to build a competing product or to train AI/ML models in violation of Section 2.4(c) or 2.4(k); or (d)
is not reasonably capable of being cured (for example, because Licensed Data has already been
irretrievably disclosed to an unauthorized third party or incorporated into a publicly available product).
11.3 Termination for Non-Payment. If Customer fails to pay any undisputed amount within thirty (30)
days after receiving written notice that such payment is overdue, Nyne may terminate this Agreement or
the applicable SOW upon written notice.
11.4 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written
notice if the other Party: (a) becomes insolvent or admits its inability to pay its debts as they become due;
(b) files or has filed against it a petition in bankruptcy or for reorganization; (c) makes an assignment for
the benefit of creditors; or (d) has a receiver or trustee appointed for all or substantially all of its assets.
11.5 Effect of Termination.
(a) Upon termination or expiration of this Agreement or any SOW for any reason, Customer’s right to
access and use the applicable Services shall immediately cease.
(b) Customer shall comply with its obligations as set forth in Section 7 (Cessation of Use and Data
Handling Upon Termination).
(c) Termination shall not relieve Customer of its obligation to pay all Fees accrued or due through the
effective date of termination.
(d) If this Agreement or an SOW is terminated by Customer due to Nyne’s uncured material breach, Nyne
shall refund to Customer the pro-rated portion of any prepaid Fees attributable to the unused portion of
the then-current SOW Term following the effective date of termination.
(e) If this Agreement or an SOW is terminated by Nyne due to Customer’s uncured material breach, all
Fees remaining under the then-current SOW Term (including the remainder of any Minimum
Commitment) shall become immediately due and payable.
11.6 Survival. The following sections shall survive any termination or expiration of this Agreement:
Sections 1 (Definitions), 2.5 (Redistribution Terms), 3 (Intellectual Property), 4 (to the extent of any outstanding payment
obligations), 5 (Data Protection and Compliance), 6 (Confidentiality), 7 (Cessation of Use and Data
Handling Upon Termination), 8.4 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.5
(Effect of Termination), 11.6 (Survival), and 12 (General Provisions).
12. GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement, together with all SOWs and any DPA, constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. In
the event of any conflict between this Agreement and an SOW, this Agreement shall control unless the
SOW expressly states that it is modifying a specific provision of this Agreement.
12.2 Amendments; Online Version. Nyne may update the form of this Agreement posted on its website from time to time. The version of this Agreement in effect on the Effective Date shall govern the Parties and all SOWs unless the Parties expressly adopt a later version in a mutually executed SOW or other written instrument. Posting an updated version shall not amend this Agreement as to Customer. Any amendment or modification to the Agreement governing Customer must be set forth in a written instrument signed by authorized representatives of both Parties.
12.3 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other Party, except that either Party may assign this
Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of
all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this
Agreement. Any attempted assignment in violation of this section shall be void.
12.4 Notices. All notices under this Agreement shall be in writing and shall be deemed given when: (a)
delivered personally; (b) sent by confirmed email to the address specified in the applicable SOW or otherwise designated by the receiving Party in writing; (c) one (1) business day after deposit with a nationally recognized overnight
courier; or (d) three (3) business days after being sent by certified or registered mail, return receipt
requested.
12.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to its conflict of laws provisions.
12.6 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be subject to
good faith negotiation between the Parties for a period of thirty (30) days. If the dispute cannot be
resolved through negotiation, either Party may pursue its remedies in the state or federal courts located in
the State of Delaware, and each Party hereby consents to the exclusive jurisdiction and venue of such
courts. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any
court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
12.6.1 Injunctive Relief. Customer acknowledges that any breach or threatened breach of Sections 2.4
(License Restrictions), 2.5 (Redistribution Terms), 3 (Intellectual Property), 6 (Confidentiality), or 7
(Cessation of Use and Data Handling Upon Termination) may cause Nyne irreparable harm for which
monetary damages would be an inadequate remedy. Accordingly, Nyne shall be entitled to seek injunctive
or other equitable relief, in addition to any other remedies available at law or in equity, without the
necessity of proving actual damages or posting a bond or other security.
12.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations
(other than payment obligations) to the extent such failure or delay results from circumstances beyond
such Party’s reasonable control, including natural disasters, acts of government, pandemic, war, terrorism,
labor disputes, internet or telecommunications failures, or cyberattacks.
12.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the
remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to
replace any invalid provision with a valid provision that achieves the original intent to the greatest extent
possible.
12.9 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a
waiver of such provision or the right to enforce it at a later time. Any waiver must be in writing and
signed by the waiving Party.
12.10 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement
creates any partnership, joint venture, agency, franchise, or employment relationship between the Parties.
12.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their
permitted successors and assigns. Nothing herein confers any rights or remedies on any third party.
12.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one agreement. Signatures transmitted electronically
shall be deemed original signatures.
12.13 Export Compliance. Customer shall comply with all applicable export and re-export control laws
and regulations, including the Export Administration Regulations maintained by the U.S. Department of
Commerce and sanctions programs maintained by the U.S. Treasury Department’s Office of Foreign
Assets Control. Customer shall not access, use, or transfer Licensed Data in violation of 28 C.F.R. Part 202. To the extent Customer is a foreign person and 28 C.F.R. § 202.302 applies, Customer shall not engage or attempt to engage in, or permit others to engage in, any subsequent data brokerage transaction involving the same Licensed Data or any part thereof with a country of concern or covered person, as defined in 28 C.F.R. Part 202, and shall immediately notify Nyne of any known or suspected violation of this restriction.
12.14 Publicity. Neither Party shall use the other Party’s name, logo, or trademarks in any public
announcement, press release, or marketing material without the other Party’s prior written consent.
Notwithstanding the foregoing, each Party may include the other Party’s name and logo in a list of
customers or partners (as applicable) unless the other Party opts out in writing, including in the applicable
SOW.
12.15 Audit Rights. During the term of this Agreement and for a period of one (1) year following
termination or expiration, Nyne may verify Customer’s compliance with this Agreement through the
following tiered approach:
(a) Usage Verification. Nyne may request that Customer provide usage reports, API logs, data lineage
records, and other documentation reasonably necessary to verify compliance. Customer shall provide such
documentation within fifteen (15) business days of Nyne’s written request.
(b) Third-Party Audit. If Nyne has a reasonable basis to believe, based on the documentation provided
under Section 12.15(a) or other information available to Nyne, that Customer is not in material
compliance with this Agreement, Nyne may, upon at least thirty (30) days’ prior written notice and no
more than once per twelve (12)-month period (unless a prior audit revealed material non-compliance),
engage an independent third-party auditor to conduct a more detailed review. Such audit shall be
conducted during normal business hours in a manner that minimizes disruption to Customer’s operations.
Customer agrees to cooperate reasonably with any such audit and to provide the auditor with access to
relevant systems and records as necessary. The auditor shall be bound by confidentiality obligations no
less restrictive than those in Section 6.
(c) Audit Costs. Nyne shall bear the costs of any audit under this Section 12.15 unless the audit reveals a
material breach of this Agreement, in which case Customer shall bear the reasonable costs of the audit.