This Data Sharing and Use Agreement (this “Agreement”), effective as of the date of data sharing (the “Effective Date”), is between the party providing data (the “Customer”) and Maxma Inc., a Delaware corporation (“Maxma”). The Customer and Maxma may be referred to herein collectively as the “Parties” or individually as a “Party.”
In the event that a separate Data Sharing and Use Agreement was signed between Maxma and the Customer prior to the Effective Date, the terms of that agreement will take precedence over this general agreement. This general Data Sharing and Use Agreement will only apply if no such prior agreement exists.
Whereas, Maxma provides marketing science services (the “Services”) that require the sharing of certain data by the Customer; and
Whereas, the Customer desires to share data with Maxma, and Maxma desires to use this data for the purpose of delivering its Services, subject to the terms and conditions of this Agreement.
Now, therefore, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The Customer hereby grants Maxma a non-exclusive, royalty-free, license to use the data provided by the Customer (the “Data”) solely for evaluating and providing services to the Customer in accordance with the purposes outlined in this Agreement (the “Purpose”). As used herein, “Data” refers to all data shared by the Customer with Maxma that is required for marketing attribution services, analytics, or other related services. The Data shall include, but is not limited to, aggregated media data, such as the number of daily impressions, clicks, and media spend across channels over a historical period, as well as key performance indicators at various geographical locations.
Maxma shall restrict access and use of the Data to employees or independent contractor of Consultant engaged in performing services in connection with the Purpose. Maxma shall ensure that such employees and independent contractors who will have access or use the Data are informed of and bound by all applicable terms of this Agreement prior to their performance of evaluation and/or other activities in connection with the Purpose. Maxma shall comply with all applicable laws and regulations (including, without limitation, those relating to export controls) relating to the use, storage and disclosure of the Data. Maxma shall not use the Data in any manner that confers on any third party any proprietary rights in or to the Data.
The Customer shall provide Maxma access to Data by one of the following three methods:
Maxma will use the Data for the Purpose under industry standard data privacy guidelines. If the Customer provides Maxma access to an applicable account, Maxma shall access only the data necessary for the project and shall refrain from making any edits to any data or any configurations in the accounts.
Maxma will (a) store the Data on secure cloud services, protect the Data from unauthorized access, disclosure, alternation, or destruction; and (b) process the Data on secure remote servers. Maxma will report to the Customer, in writing, any use and/or disclosure of the Data that is not permitted or required by this Agreement immediately after becoming aware of such use and/or disclosure
For the purposes of this Agreement, “Confidential Information” means any information disclosed by the Customer or its Representatives to Maxma or its Representatives during the term of this Agreement, whether in verbal, electronic, written, tangible, or intangible form, and in whatever medium provided, including but not limited to:
Notwithstanding anything in the foregoing to the contrary, “Confidential Information” shall not apply to information which: (a) was lawfully possessed, as evidenced by Maxma’s records, prior to receiving the Confidential Information from the Customer; (b) is or has been independently developed by Maxma without violation of the terms of this Agreement, and without reference or access to any Customer’s Confidential Information; or is generally available to the public, through no fault of or failure to act by Maxma inconsistent with its obligations under this Agreement.
Maxma agrees to:
If Maxma is required by law, regulation, or legal process to disclose the Customer’s Confidential Information, Maxma will: (a) Promptly notify the Customer in writing, unless prohibited by law, to allow the Customer an opportunity to seek a protective order or other remedy; and (b) Disclose only the portion of the Confidential Information that is legally required, and make reasonable efforts to ensure that such information remains protected under confidentiality where possible.
Maxma acknowledges that, as between Maxma and the Customer, the Customer retains all right, title, and interest, including all intellectual property rights, in and to the Data. The Customer acknowledges that Maxma retains all right, title, and interest, including all intellectual property rights, in and to any algorithms, models, or derivative works developed by Maxma using the Data under this Agreement.
Last Updated: This Data Sharing and Usage Agreement was last updated on 10/28/2024.