Services Subscription Agreement
Last Updated July 5th, 2022
THIS SERVICES SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into by and between People Data Labs, Inc. with its principal offices at 455 Market Street Suite 1690, San Francisco, CA 94105 ("People Data Labs") and Customer (as defined in the applicable Services Agreement or customer account). This Agreement describes the terms under which People Data Labs will make its services available to Customer.
People Data Labs reserves the right to change the Services Subscription Agreement from time to time. You should review the Services Subscription Agreement regularly. It can be found at https://www.peopledatalabs.com/privacy/services-subscription-agreement
The parties agree as follows:
1. ORDERING AND SUBSCRIPTION PERIOD
1.1 Ordering. By executing one or more Services Agreements under this Agreement or by signing up for a People Data Labs account, Customer may obtain access to the content, data, application program interface ("API") and other features offered through People Data Labs' proprietary platform of servers, software and technology (the "Services"). The specific Services available to Customer are identified in the Services Agreement or in Customer's People Data Labs account. All use of the Services by Customer is subject to the terms and conditions of this Agreement.
1.2 Subscription Period. The period of access to the Services will be specified in the applicable Services Agreement ("Subscription Period") and if no Services Agreement is executed, or no period is specified, the Subscription Period will be twelve (12) months. A Services Agreement is not cancelable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive one (1) year terms, unless Customer notifies People Data Labs in writing 90 days prior to the termination of the current Subscription Period, or as otherwise specified in a Services Agreement. Any renewals will be at People Data Labs' then-current rates.
1.3 API Call Purchase. The purchase of credits ("API Match") to use the Services will be specified in the applicable Services Agreement, and the purchase of API Matches is not cancelable by Customer. API Matches expire twelve (12) months after purchase, upon which the Subscription Period will automatically renew for successive one (1) year terms, unless Customer notifies People Data Labs in writing 90 days prior to the termination of the current Subscription Period, or as otherwise specified in a Services Agreement. An API Match is defined as any request to the People Data Labs API that returns a "200" status. Should Customer exceed the amount of Match Credits it has purchased in an applicable Services Agreements during the subscription period, a monthly overage fee will be charged for each API Match used ("Overage Fee"). The Rate for the Overage Fee will be a 50% increase of the contracted price per API Match in the applicable Services Agreement and will be charged each month for API Matches that are used in excess of the contracted amount.
2. PLATFORM USE AND RESTRICTIONS
2.1 Services License. People Data Labs hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Services specified in the Services Agreement or in Customer's account during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Services Agreement, then Customer's license to the Services specified in the Services Agreement will be revoked.
2.2 Data License. People Data Labs hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to license to access and use the data provided to Customer during the Subscription Period for its internal business purposes, to display People Data Labs-supplied data to Customer's own customers ("End Users") on Customer's platform or within Customer's product and to maintain People Data Labs-supplied data in Customer's database for the purpose of performing calculations and mapping People Data Labs data against Customer's own data. Only the Customer team specified in the Services Agreement is permitted to use the data, and if no team is specified, then any Customer teams are permitted to use the data. Should the Subscription Period end, or should the Customer decline to renew their Services Agreement, then Customer's license to the data specified in the Services Agreement (including data cached by Customer) will be revoked and the customer will be required to sign the People Data Labs Data Deletion Agreement.
2.3 Account. To use the API, you will be asked to create a People Data Labs account. As part of the account creation process, you'll be asked to provide your name, e-mail address, and create a password. Until you register for a People Data Labs account, your access to the Services will be limited to what is available to the general public. When registering for a People Data Labs account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current. By signing up for the API, Customer agrees that you are liable for any information that was falsified in the API sign up process and any activities that you did with a falsified name Customer acknowledges that People Data Labs accounts are secure. You are solely responsible for all use (whether or not authorized) of the Services under your People Data Labs account, including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are not permitted to share your account login or API Key with any other individuals or companies, or to enable any other individuals or companies to use the People Data Labs Services. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application. You agree to take all reasonable precautions to prevent unauthorized access to or use of the Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your People Data Labs account. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software, third party applications, and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.
2.4 Account Password and Security. Customer's account with People Data Labs will provide Customer with access to the Services and the API and other functionality that People Data Labs may provide from time to time. Customer shall protect its passwords and take full responsibility for Customer's own as well as any third party use of the Customer account. Customer is solely responsible for any and all activities that occur under its accounts, except for any activities performed by People Data Labs as set forth herein. Customer agrees to notify People Data Labs immediately upon learning of any unauthorized use of its account or any other breach of security.
2.5 Services Modifications. People Data Labs is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of the Services that People Data Labs provides may be modified from time to time without prior notice to you, including without limitation security patches, added functionality, and other enhancements. Changes to the form and nature of the Services will be immediately effective with respect to all versions of the Services.
2.6
2.6.1 Restrictions. Customer shall comply with, Customer shall not, and shall not permit its End Users to: (i) resell, sublicense, distribute or otherwise provide access to the Services, or data or information contained in or derived from the Services, to any third party or use the Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of People Data Labs.
2.6.2 Acceptable Data Use Policy. Customer shall, and shall require its End Users to, comply with the People Data Labs Acceptable Data Use Policy ("ADUP"), posted here https://www.peopledatalabs.com/privacy/acceptable-data-use-policy
2.6.3 Limitation on Government Usage.You, the customer, may not use, or authorize or permit anyone to use, or license or make available data you obtain from People Data Labs, for the following purposes:
- Any evidentiary purpose related to law enforcement or criminal prosecution, such as to establish as an evidentiary matter that a particular person is associated with a particular data element (as you understand that such data elements may be subject to errors in accuracy, currency or transcription), provided that (subject to the foregoing restriction) such data may be used for investigative, analytics or validation purposes;
- Any government defense or military intelligence purpose, including use by any national or state agency involved in defense, intelligence, or security;
- Use by any government agency that is to a substantial degree engaged in any of the foregoing activities (regardless of the purpose), provided however that you may contact your People Data Labs representative directly if you would like us to consider an exception to the above prohibitions, which we may do on a case-by-case basis.
2.6.4 Restrictions on Government Customers or Solution Providers to Governments. For all Government customers or Solution Providers to Governments the ADUP as described in 2.6.2 of this agreement applies in full. Additionally, no government agency or solution provider buying, selling or repurposing People Data Labs data to government customers may use PDL data for any eligibility decision pertaining but not limited to assistance to natural persons for housing, food, energy, health care, licensure, education, medical costs or any other form of government assistance or benefit.
2.6.5 Flow Down of Government Restrictions. For solution providers buying, selling or repurposing PDL data to governments, section 2.6.4 of this agreement (or terms equally restrictive) must be included in full in any agreement between the solution provider and any government customers receiving any part of People Data Labs data. People Data Labs reserves the right to review that agreement between the solution provider and government customers to ensure that agreement between the Solution Provider and Government Customer contains the text from 2.6.4 of this agreement.
2.7 Training and Support.
2.7.1 Basic Training. People Data Labs will provide up to three (3) hours of virtual training per Customer to be delivered by a People Data Labs data engineer upon request.
2.7.2 Security Training. People Data Labs will provide up to two (2) hours of security training per Customer to be delivered virtually by a People Data Labs engineer upon request. This security training will be in addition to the basic training granted in Section
2.7.3 Additional Training and Support. In consideration of Customer's payment of training and support fees indicated in a Services Agreement, People Data Labs will provide the training and support services set forth in the Services Agreement. Training sessions will be conducted at People Data Labs' facility and/or at Customer's location. Customer will reimburse People Data Labs' reasonable travel costs and living expenses incurred by People Data Labs' employees and subcontractors for travel from People Data Labs' offices in connection with the performance of training services.
2.7.4 Customer Support. People Data Labs will make Services documentation available through its website. In addition, People Data Labs will provide online support at support@peopledatalabs.com.
2.8 Customer Security
Customer affirms that all locations where People Data Labs data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that People Data Labs data is accessible only by Customer, Customer's authorized agents, and/or People Data Labs. Customer will notify People Data Labs of the IP and domain aliases of any location where data is stored or processed. People Data Labs reserves the right to audit any Customer owned domains to ensure security compliance.
2.9 IMPORTANT FCRA RESTRICTIONS. People Data Labs is not a consumer-reporting agency ("Consumer Reporting Agency") as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA") and data and services you obtain from People Data do not constitute "Consumer Reports," as that term is defined in the FCRA. Customer will not use or provide People Data Labs' services or data for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report. Customer agrees that it will not use or provide any data or services you receive from People Data Labs:
- in connection with establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes, or in connection with assessing risks associated with existing credit obligations of a consumer;
- for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee;
- for any tenancy verification or in connection with any application to rent real property;
- in connection with a determination of a consumer's eligibility for a license or other benefit that depends on an applicant's financial responsibility or status; as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation;
- in connection with any information, service or product sold or delivered to a "Consumer" (as that term is defined in the FCRA) that constitutes or is derived in substantial part from a Consumer Report; or
- in connection with eligibility for any government benefit or service; or
- for any other purpose under the FCRA
- Customer agrees not to use or provide services or data provided by People Data Labs for the preparation of a Consumer Report or in such a manner that may cause such data to be characterized as a Consumer Report. Customer agrees that it will not take any "Adverse Action" (as that term is defined in the FCRA), which is based in whole or in part on People Data Labs' services or data, against any Consumer.
3. TERM OF THE AGREEMENT
The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated.
4. CHARGES, PAYMENT AND TAXES
4.1 Fees. For API accounts who sign up on our website, you agree to pay in accordance with the rates listed at https://docs.peopledatalabs.com/docs/pricing
4.2 Credit Card Payment Terms. For API accounts who sign up on our website, People Data Labs will charge the credit card Customer has placed on file at the end of each month for that month's usage.
4.3 Services Agreement Payment Terms. Should Customer enter into a Services Agreement, then Customer will be billed for use of the Services in accordance with the applicable Services Agreement. The pricing specified in a Services Agreement will be firm for the initial term of the Services Agreement. People Data Labs may provide notice of an increase in pricing in advance of Subscription Period renewal.
4.4 Payment. Invoices will be due and payable thirty (30) days from date of invoice unless otherwise stated in People Data Labs Order Form and will be paid in immediately available U.S. funds by wire transfer or other method as mutually agreed to by the parties. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid.
4.5 Taxes. Fees do not include taxes and Customer shall pay, indemnify and hold People Data Labs harmless from all applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of People Data Labs.
5. CONFIDENTIALITY
"Confidential Information" means, subject to the use license granted in Section 11.2, any non-public information relating to or disclosed in the course of this Agreement, including the Services and data or information contained in or derived from the Services. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement and for fulfilling its obligations under this Agreement. The receiving party will also ensure that the persons it authorizes to access Confidential information have committed themselves to use and nondisclosure restrictions at least as strict as those contained in this Agreement and that the receiving party advises such persons of (a) the confidential nature of the Confidential Information and (b) their obligation to comply with such terms and conditions of this Agreement. The receiving party will be responsible for any breach of this Agreement by any persons to whom it discloses the other party's Confidential Information. Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; and (b) was already in possession of the receiving party without restriction. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. At the request of the disclosing party, the receiving party will return all of the other party's Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party, provided however, if the Agreement is not terminated for cause, the Customer may retain copies of the reports or information printed or obtained through the Services subject at all times to the license restrictions specified in Section 2.4 and the non-disclosure requirements of this Section 5.
6. TERMINATION
6.1 For Cause. Either party may terminate this Agreement and all Services Agreements, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the Services API beyond the scope permitted under a Services Agreement will be deemed a material breach justifying People Data Labs termination or suspension of a Customer's account.
6.2 Effect of Termination. Upon termination of this Agreement, all license rights hereunder will immediately terminate and Customer will: (i) cease use of the Services, including all data or information contained in or derived from the Services; (ii) destroy or (if requested by People Data Labs) return to People Data Labs all copies or other embodiments of the any and all data or information contained in or derived from the Services, and all other People Data Labs Confidential Information; and (iii) pay to People Data Labs all amounts due and owing under this Agreement.
6.3 Data deletion. Upon termination of this Agreement, Customer must delete all data it has received from People Data Labs under all applicable Service Agreements, including data cached, and sign the Data Deletion Agreement in Exhibit A. Customer agrees that People Data Labs has the right to perform an audit should People Data Labs suspect that Customer is continuing to use People Data Labs data.
6.4 Breach of other agreements. Termination For Cause of another agreement between PDL and Customer will constitute a breach of contract/termination of this Agreement and trigger the effects of Termination including but not limited to paragraphs 6.2 and 6.3.
7. DISCLAIMER AND LIMITATION OF LIABILITY
7.1 DISCLAIMER. THE SERVICES AND ALL DATA AND INFORMATION OBTAINED VIA THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT UNDER APPLICABLE LAW, PEOPLE DATA LABS MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR CUSTOMER'S USE OF THE SERVICES, OR ANY DATA OR INFORMATION OBTAINED VIA THE SERVICES OR PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7.2 LIMITATION OF LIABILITY.
7.3 EXCEPT FOR A BREACH OF SECTION 2.4 OR SECTION 5, OR WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF THE PROVISION AND USE OF THE SERVICES OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PEOPLE DATA LABS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE MAKING OF THE CLAIM PURSUANT TO THE SERVICES AGREEMENT UNDER WHICH THE CLAIM AROSE.
7.4 EXCEPT FOR A BREACH OF SECTION 2.4 OR SECTION 5, OR WITH RESPECT TO A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY CLAIMANT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL LOSS OR DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, OR LOST PROFITS, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE PARTY AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FORCE MAJEURE
Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for failure to pay amounts due) if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes (individually, each such event a "Force Majeure Event").
9. COMPLIANCE
9.1 Compliance with Laws. Each party shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to the Services and any data or information contained in or derived from the Services.
10. INFORMATION PRIVACY AND SECURITY
10.1 Compliance with Applicable Data Protection Laws. Each party shall comply with all applicable laws and regulations relating to privacy, information security, data protection, and data breach notification ("Applicable Data Protection Laws").
10.2 Status of the Parties under Applicable Data Protection Laws. Each party agrees that Customer and People Data Labs are independent "controllers" (or the equivalent thereof) under Applicable Data Protections Laws with respect to the personal data obtained or provided by Customer under this Agreement, unless otherwise stated in the People Data Labs Order Form.
10.3 Data Processing Agreement. The People Data Labs Data Processing Agreement ("DPA") at is incorporated by reference into this Agreement. Each Party agrees to comply with its respective obligations in the DPA.
10.4 Use of Personal Data Subject to the GDPR. Customer shall not use any personal data subject to the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") unless it is for a business-to-business or recruitment purpose and Customer has a lawful basis to process such information for these purposes.
10.5 Privacy Policy. Each party shall maintain and make publicly available a privacy policy that 1) describes its information collection, use and disclosure practices in sufficient detail such that a reasonable consumer would understand such practices, and 2) contains all other required disclosures under Applicable Data Protection Law, and will comply with such privacy policy.
10.6. Information Security Program. Customer will maintain a comprehensive written information security program which contains appropriate administrative, technical, and physical safeguards to protect the Services and any data contained in or copied, downloaded, or otherwise derived from the Services ("Service Data") against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, disclosure, or unauthorized, unlawful, or accidental loss, acquisition, or damage).
10.7 Security Incident. Customer will notify People Data Labs in writing without undue delay (and in any event within 24 hours) whenever Customer reasonably believes an unauthorized access, acquisition, use, modification, disclosure, loss, or damage to any Service Data, or any other unauthorized processing of Service Data ("Security Incident") has occurred. After providing notice, Customer will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the data or information contained in or derived from the Services, and keep People Data Labs informed of the status of the Security Incident and all related matters. Except to the extent required by applicable law or regulatory requirement, Customer may not identify People Data Labs as the source of the Service Data to any third party without People Data Lab's prior written consent, provided that Customer may make such a disclosure to its consultants or legal advisors without People Data Labs' prior written consent consistent with Section 5 hereof.
10.8 Compliance with Security Standards. Customer shall regularly test and monitor the effectiveness of the security practices and procedures in the Information Security Program, and will evaluate and adjust its Information Security Program and information security safeguards in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other circumstances that Customer knows or reasonably should know may have a material effect on its Information Security Program and information security safeguards.
Upon request of People Data Labs, Customer shall provide People Data Labs with a copy of its most current third-party information security audit report and/or certification, if any, including but not limited to ISO 27001/27002 certifications, PCI-DSS Attestations of Compliance, and SOC 2 reports.
Customer shall allow for and contribute to audits, including inspections, conducted by People Data Labs or another auditor mandated by People Data Labs. People Data Labs may request that Customer provide it with documentation, data, and records ("Records") relating to Customer's compliance with this Section 10 (an "Audit"). To the extent People Data Labs uses a third-party representative to conduct the Audit, People Data Labs shall ensure that such third party representative is bound by obligations of confidentiality no less protective than those contained in this Agreement. People Data Labs shall provide Customer with reasonable advance written notice of its intention to conduct an Audit. People Data Labs shall conduct its Audit in a manner that will result in minimal disruption to Customer's business operations.
11. INTELLECTUAL PROPERTY AND CUSTOMER DATA
11.1 Customer agrees that, as between the parties, People Data Labs owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by the Services and all data or information contained in or derived from the Services (other than Customer Data as defined below). People Data Labs grants no rights other than the rights expressly granted to Customer under this Agreement.
11.2 People Data Labs agrees that, as between the parties, Customer owns all data directly provided by Customer to People Data Labs for use with the Services ("Customer Data"). Notwithstanding anything to the contrary in this Agreement, including Section 5 (confidentiality), Customer hereby grants to People Data Labs a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Services, People Data Labs' methodologies, and People Data Labs' products and services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in People Data Labs' products and services.
11.3 Customer represents and warrants that (i) Customer Data has been collected, processed and provided to People Data Labs in accordance with all Applicable Data Protection Laws, and Customer's privacy policy, and (ii) Customer has provided any required notices and obtained any required consents under Applicable Data Protection Laws concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data.
12. REGULATORY REQUIREMENT
If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively "Regulatory Requirement"), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.
13. INDEMNIFICATION
13.1 By People Data Labs. People Data Labs will defend, hold harmless, and indemnify Customer and Customer's affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney's fees, alleging that Customer's user of People Data Labs' Services as permitted hereunder infringes or misappropriates any copyright, trademark, service mark, trade secret or United States patent of a third party ("IP Infringement Claims"). Notwithstanding the foregoing, People Data Labs shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Customer's use of the Services other than as contemplated or permitted by this Agreement; (ii) modifications to the Services made by a party other than People Data Labs or its designee; (iii) Customer's failure to implement updates provided People Data Labs specifically to avoid infringement; (iv) Customer's combination or use of the Services with equipment, devices or software not supplied by People Data Labs; or (v) Customer's use of the Services after notice of an IP Infringement Claim or after People Data Labs has terminated this Agreement. This section provides Customer's exclusive remedy for any third party infringement claims or remedies. The total indemnification obligation by People Data Labs shall not exceed the annual contract value paid by Customer to People Data Labs in the prior twelve (12) months.
13.2 By Customer. Customer shall defend, hold harmless, and indemnify People Data Labs and its affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney's fees, to the extent resulting from or in connection with (i) Customer's use of the Services in breach of the Agreement; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by Customer's use of People Data Labs services.
14. MISCELLANEOUS
14.1 Independent Contractors. People Data Labs and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between People Data Labs and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for and shall hold the other harmless from any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax and workers' compensation.
14.2 Waiver. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.
14.3 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.
14.4 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
14.5 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.
14.6 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, including Sections 2.2, 4, 5, 6.2, 7, 9, 10, 12, and 13.
14.7 Assignment. Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of People Data Labs. Notwithstanding the foregoing, Customer may assign this Agreement, in whole or in part, to any subsidiary of Customer or in connection with the sale or transfer of all or substantially all of the stock or assets of Customer, provided that (a) People Data Labs reserves the right to terminate this Agreement if it determines, in its sole and reasonable discretion, that the proposed assignee is a competitor of People Data Labs or any of its affiliates, and (b) the use of the Services, or data or information contained in or derived from the Services, by Customer's assigee shall be limited to those rights granted to Customer under this Agreement or otherwise identified in the Services Agreement or in Customer's People Data Labs account prior to the time of such assignment. People Data Labs may assign this Agreement, in whole or in part, to an affiliate or other entity (including in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets) without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors-in-interest and assigns. Any attempted assignment that does not comply with the terms of this Section shall be null and void.
14.8 Marketing Materials and Communications. Customer agrees that People Data Labs may utilize Customer's trademark and/or trade name solely to identify it as a People Data Labs' Customer and to explain the use case Customer on the People Data Labs website, in client lists and other marketing materials. Any other uses of Customer's name and/or logo (other than as included in the Customer content and/or other items furnished to People Data Labs by Customer) shall require Customer's prior written consent.
14.9 Notices. Unless otherwise specified, any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, sent by certified mail with the required pre-paid postage and return receipt requested, or delivered by a recognized courier service, shipment charges pre-paid, properly addressed to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the Agreement and shall be deemed effective upon receipt.
14.10 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
14.11 No Third Party Beneficiaries. Except as specifically stated in this Agreement, this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party, and will not confer on any third party any remedy, claim, right of action or other right.
14.12 Governing Law. This Agreement shall be governed by the laws of the State of California (irrespective of its choice of law principles). Each party consents to the exclusive jurisdiction of the state and federal courts sitting in San Francisco, California in any action, suit or proceeding hereunder.
14.13 Counterparts; Electronic Signature. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument, and a facsimile transmission or electronic delivery of a manual signature (e.g., .pdf) shall be deemed to be an original signature.
14.14 Entire Agreement. This Agreement, together with any Services Agreements, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.
