Buyer Platform Agreement and NDA

1. Access and verification

1.1 OpenValence gives Buyer access to non-public listing details, samples, schemas, and provenance reports ("Marketplace Materials") after verifying the identity of Buyer's representative and Buyer's organization.

1.2 OpenValence may decline, suspend, or end access at its discretion, including when verification information is inaccurate or this Agreement is breached.

1.3 Buyer is responsible for all activity under its users' accounts. Each user must be an employee or contractor of Buyer who is bound by confidentiality duties.

2. Confidentiality

2.1 "Confidential Information" means Marketplace Materials, the identity of any company whose data is listed that OpenValence has not made public, and the non-public terms of any offer or license.

2.2 Buyer will (a) use Confidential Information only to evaluate and negotiate licenses through OpenValence, (b) disclose it only to employees, contractors, and advisers who need to know it and are bound by confidentiality duties at least as protective as these, and (c) protect it with at least reasonable care.

2.3 These duties do not apply to information that is or becomes public through no fault of Buyer, that Buyer lawfully had without restriction before receiving it, that Buyer lawfully receives from a third party without restriction, or that Buyer develops independently without using Confidential Information. Buyer may disclose information when the law requires it, with prompt notice to OpenValence where the law allows.

2.4 These duties last 3 years after Buyer's last access to the Marketplace Materials. For personal data and company identities, they last as long as Buyer holds the information.

3. Samples

3.1 Samples are only for evaluating whether to license a dataset. Buyer will not use samples to train or fine-tune any model, or include them in any dataset, benchmark, or product.

3.2 Buyer will not share samples outside the team evaluating the license.

3.3 Buyer will delete samples within 30 days after its sample access ends, or sooner on request, and confirm deletion in writing when asked.

4. Personal data and secrets

Samples and datasets are processed to remove personal data and credentials, but some may remain. Buyer will not attempt to identify any individual, contact any individual whose data appears, or combine the data with other data for either purpose. If Buyer finds personal data, credentials, or other secrets, Buyer will not use them, will notify OpenValence within 5 business days, and will delete them on request.

5. Offers and price

5.1 Bids. Buyer's offer states the total price Buyer offers to pay for the dataset (the "Bid"). If the offer is accepted, Buyer pays the Bid plus applicable taxes.

5.2 Binding period. An offer is binding for 7 days, or until the listing closes if that is sooner. It is a commitment to license the dataset from OpenValence on the offer's terms and the Data License Agreement Standard Terms then in effect. An exclusive offer also requires the seller's approval and binds Buyer for the same period.

5.3 After acceptance. Before the Order Form is ready, OpenValence confirms from the seller's documents that the seller may license the data, usually within one business day. If it cannot, it cancels the accepted offer and Buyer owes nothing. Buyer will sign the Order Form within 3 business days after it is ready and pay OpenValence's invoice by its due date.

5.4 Failure to complete. If Buyer does not sign or pay on time, OpenValence may cancel the deal and restrict or suspend Buyer's ability to make offers.

5.5 Buy requests. Buyer may post requests describing the data it wants. A request is not an offer and does not commit Buyer to anything. OpenValence may share what Buyer asked for, combined with other requests, with sellers and prospective sellers, but never Buyer's name, organization, or contact details, except that if Buyer chooses to share its name on a request, OpenValence may tell the seller of a listing it matches to that request Buyer's organization name, once that seller has signed the listing's Listing Schedule. OpenValence never shares the names or contact details of Buyer's representatives. OpenValence may show Buyer listings privately that match its requests, including before they are public; those listings are Marketplace Materials under this Agreement.

6. Non-circumvention

For 24 months after Buyer first views a listing's non-public details or requests its samples, Buyer will not license, buy, or otherwise obtain that listing's data, or substantially similar data of the same company, from the company, its successors, or its former personnel outside OpenValence. Buyer will contact them about a listing only through OpenValence. If Buyer breaches this Section, Buyer will pay OpenValence 30% of the amount paid for the data, in addition to any other remedy.

7. Use of the platform

Buyer will not scrape or bulk-download the platform outside its intended features, share account credentials, probe or test its security without written permission, or use Marketplace Materials to build or supply a competing marketplace.

8. No warranties on Marketplace Materials

Listings describe data as sellers report it and as OpenValence counted it. The only warranties about a dataset are those in a signed Order Form and the Data License Agreement Standard Terms. Marketplace Materials are provided "as is", without warranties of any kind.

9. Limits on liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits. OpenValence's total liability under this Agreement will not exceed $1,000. These limits do not apply to Buyer's breach of Section 2, 3, 4, or 6.

10. Term

This Agreement continues until either party ends it by notice. Sections 2, 3, 4, 6, 8, 9, and 11 survive.

11. General

The laws of the State of Delaware govern this Agreement. Disputes are resolved by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator seated in Las Vegas, Nevada, with hearings by video unless the arbitrator decides otherwise. OpenValence may ask a court for an injunction to stop a breach of Section 2, 3, 4, or 6, and may enforce those Sections on behalf of the companies whose data is listed. Buyer may not assign this Agreement without OpenValence's consent. This Agreement is the parties' entire agreement on its subject. Electronic acceptance is valid and binding.