DATASIFT MASTER SERVICE AGREEMENT

Last updated: Feb 10, 2026

This DataSift Master Service Agreement (this “Agreement”) is a legal and binding contract between (“DataSift,” “we,” “us,” or “our”), and the person or entity that creates an account or accesses or uses the features, products, services, and/or data provided by DataSift (“Customer,” “you,” or “your”). This Agreement, together with the DataSift Order Form (the “Order Form”) and applicable SOW(s) attached hereto and made a part hereof (each, an “SOW”), sets forth the terms under which DataSift will offer products to and/or perform services for Customer as described herein.

BY CREATING AN ACCOUNT, SIGNING THIS AGREEMENT, CLICKING THE “ACCEPT” BUTTON, CLICKING THE CHECKBOX CONSENT AS PART OF THE ORDER PROCESS, OR ACCESSING OR USING DATASIFT’S PROPRIETARY DATA, FEATURES, PRODUCTS, OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS AND ACCEPT AND ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO ACCESS OR USE DATASIFT PRODUCTS OR SERVICES AND MUST PROMPTLY CEASE DOING SO. FAILURE TO ABIDE BY THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR ACCESS.

You agree that electronic acceptance and records satisfy any legal requirement for a signature or writing, to the fullest extent permitted by law.

Recitals

WHEREAS, DataSift provides access to certain proprietary software, data, and related services; and

WHEREAS, Customer desires to obtain such services subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Products and Services

DataSift agrees to provide to Customer, and Customer agrees to purchase, those products and/or services designated in the DataSift Checkout page.
DataSift products and/or services include:
1. a license to access and use certain data as further described in SOW I – Data License Services and
2. Digital Marketing Campaign Management services as further described in SOW II – Digital Marketing Campaign Management Services.
Customer may order one or more DataSift products and/or services. Completion of the Checkout page, including payment, constitutes a binding commitment to purchase the products and/or services described, under the terms and conditions of this Agreement and applicable SOW.
Customer’s purchase of the products and/or services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by DataSift regarding future functionality or features. Customer acknowledges and agrees that DataSift may change any functionality or feature at any time in its sole discretion.
DataSift further reserves the right, in its sole discretion, to make any changes to the products and/or services or to any and all materials, data, or content provided or made available by DataSift to Customer pursuant to the products and/or services, including any DataSift materials or any feature thereof, that DataSift deems necessary or useful to:
1. maintain or enhance (A) the quality or delivery of DataSift’s products and/or services to its customers, (B) the competitive strength of or market for its products and/or services, or (C) the cost efficiency or performance of the products and/or services; or
2. comply with applicable laws.

2. Use Restrictions

Customer shall only use the products and/or services for its internal business purposes (the “Permitted Use”) and shall not disclose, release, distribute, or deliver them to any third party without DataSift’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by DataSift.
DataSift reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the products and/or services.
Customer acknowledges that any breach of this Section 2 will cause irreparable harm to DataSift for which monetary damages are inadequate, and DataSift shall be entitled to immediate injunctive relief, without the necessity of posting bond or proving actual damages.
Customer shall indemnify, defend, and hold harmless DataSift from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of Customer’s misuse of the products and/or services, violation of applicable law, or use in a manner not expressly authorized by this Agreement or any SOW.
Customer expressly acknowledges and agrees that:
1. DataSift may offer different or additional technologies, products, and/or services, whether now or in the future, and Customer’s purchase of the products and/or services does not entitle Customer to any different or additional technologies, products, and/or services other than those purchased; Customer will be required to pay additional fees in order to use or access such different or additional technologies, products, and/or services.
2. DataSift may currently or in the future provide products and/or services similar or identical to the products and/or services that Customer provides, for itself or third parties, and nothing in this Agreement will be construed as a representation or agreement that DataSift will not provide the products and/or services or any products and/or services similar or identical to those provided by Customer, or that DataSift will not compete with Customer.
3. DataSift may be pursuing now, or may pursue in the future, other opportunities for investing in, acquiring, partnering with, providing products and/or services to, or otherwise conducting business or forming alliances with businesses competing with Customer, operating in the same or similar industry as Customer, serving the same customers as Customer, or using similar technology used by Customer.
4. This Agreement is supported by reasonable and valuable consideration, including Customer’s ability to download, install, access, and/or use the products and/or services.
5. Customer has the capacity to be bound by this Agreement, or if acting on behalf of a company or other entity, has the authority to bind such company or entity.
6. In order to determine Customer’s compliance with this Agreement, DataSift may monitor Customer’s access to and use of the products and/or services.

3. Fees and Payment

Customer shall pay DataSift the fees as specified on the Order Form (“Fees”) without offset, deduction, or withholding of any kind. The first monthly or annual payment of the Fees shall become due as of the date of Customer’s acceptance of this Agreement. Each subsequent payment shall automatically be charged to the credit card on file, the bank account made available for ACH payments, or another approved method.
All Fees and other amounts payable are exclusive of taxes. Customer is responsible for all sales, use, excise, and similar taxes, duties, and charges imposed by any governmental authority, other than taxes imposed on DataSift’s income.
Customer’s payment obligations are absolute and unconditional and shall not be subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment, or recoupment for any reason whatsoever.
Customer is responsible for providing complete and accurate billing and contact information to DataSift and for promptly notifying DataSift of any changes to such information.
Notwithstanding anything to the contrary, DataSift may increase Fees from time to time upon thirty (30) days’ prior written notice to Customer (email acceptable).

4. Late Payments

In the event DataSift is unable to automatically charge the Fees in accordance with Section 3(a) for any reason, all such Fees shall bear interest at the lesser of the rate of five percent (5%) per month or the highest rate permissible under applicable law. Interest shall start to accrue on the date such Fee is due. DataSift may suspend services immediately upon any late payment or other breach of this Agreement, in addition to any other remedies.
Customer shall reimburse DataSift for all costs incurred in collecting any overdue Fees and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees. In the event of an invoice remaining unpaid more than sixty (60) days after the original invoice date, the entire remaining uncollected balance on the contract shall become immediately due and payable to DataSift.
Suspension or termination of services due to late payment shall not relieve Customer of its obligation to pay all Fees accrued, and Customer shall not be entitled to any refund of Fees paid.
In the event of account closure, any credits remaining in Customer’s account will expire ninety (90) days after the closure date. Customer may reopen its account within this ninety (90) day period to access such credits. After this period, any remaining credits shall be permanently forfeited. If Customer reopens its account after the ninety (90) day period, the account will resume with a zero credit balance.

5. Confidential Information and Data Security

From time to time during the Term, DataSift may disclose or make available to Customer information about its business affairs, products, services, intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). For purposes of this Agreement, the Data (as defined in SOW I) will be deemed Confidential Information of DataSift.
Confidential Information does not include information that, at the time of disclosure:
1. is rightfully obtained by Customer on a non-confidential basis from a third party or
2. is independently developed by Customer without reference to the Confidential Information.
Customer shall not disclose DataSift’s Confidential Information to any person or entity, except to Customer’s employees who have a need to know the Confidential Information for Customer to exercise its rights or perform its obligations hereunder, provided that such employees are bound by written confidentiality obligations at least as protective as those set forth in this Agreement. Customer shall remain liable for any breach of confidentiality by its employees, contractors, or agents.
Customer may disclose Confidential Information to the limited extent required
1. to comply with the order of a court or other governmental body, provided that Customer shall first give written notice to DataSift and make a reasonable effort to obtain a protective order or
2. to establish Customer’s rights under this Agreement, including to make required court filings.
Upon expiration or termination of this Agreement, Customer shall promptly return to DataSift all copies of Confidential Information, or destroy all such copies and certify in writing to DataSift that such Confidential Information has been destroyed.
Customer’s obligations of non-disclosure are effective as of the date of Customer’s acceptance of this Agreement and will expire five (5) years from the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Customer shall use all reasonable legal, organizational, physical, administrative, and technical measures to safeguard and ensure the security of DataSift’s Confidential Information and to protect it from unauthorized access, disclosure, duplication, use, modification, or loss, including the requirements set forth in Exhibit A attached hereto and made a part hereof.
Customer acknowledges that any unauthorized disclosure or misuse of DataSift’s Confidential Information will cause irreparable harm to DataSift for which monetary damages are inadequate, and DataSift shall be entitled to immediate injunctive relief, without the necessity of posting bond or proving actual damages.
Customer shall bear all costs associated with implementing and maintaining the security measures required under Exhibit A, and with remediating any deficiencies or breaches identified by DataSift. Failure to comply with Exhibit A shall constitute grounds for immediate termination of this Agreement by DataSift.

6. Intellectual Property Ownership

All intellectual property rights, including copyrights, patents, trademarks, service marks, trade secrets, know-how, trade dress, trade names, logos, corporate names, domain names, goodwill, derivative works, and all other rights (“Intellectual Property Rights”) in and to the Data, all documents, work product, and other materials delivered to Customer under this Agreement (“Deliverables”) shall be owned by DataSift. DataSift grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables for the Permitted Use during the Term. Customer acknowledges that DataSift owns all right, title, and interest, including all Intellectual Property Rights, in and to the Deliverables. Customer further acknowledges that

the Data is an original compilation protected by United States copyright laws;
DataSift has dedicated substantial resources to collect, manage, and compile the Data; and
the Data constitutes trade secrets of DataSift.

DataSift may terminate this Agreement without advance notice if Customer contests any of DataSift’s right, title, or interest in or to the Deliverables, including in a judicial proceeding anywhere in the world. Customer shall indemnify, defend, and hold harmless DataSift from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of Customer’s misuse, infringement, or unauthorized disclosure of DataSift’s Intellectual Property Rights.

7. Disclaimer of Warranties

THE DATA, DELIVERABLES, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND DATASIFT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATASIFT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DATASIFT MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR CURRENTNESS OF THE DATA OR DELIVERABLES, OR THAT THE DATA, DELIVERABLES, PRODUCTS, SERVICES, OR RESULTS OF THEIR USE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, FREE OF HARMFUL CODE, OR ERROR FREE. DATASIFT EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR AVAILABILITY OF ANY THIRD-PARTY PLATFORMS, FEEDS, OR SOURCES (INCLUDING MLS RECORDS, COUNTY FILINGS, OR OTHER EXTERNAL DATA), AND CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON SUCH THIRD-PARTY INFORMATION.

8. Indemnification

DataSift shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Customer’s Permitted Use of the Data infringes or misappropriates such third party’s United States patents, copyrights, or trade secrets, provided that Customer promptly notifies DataSift in writing of the claim, cooperates with DataSift, and allows DataSift sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agrees to permit DataSift, at DataSift’s sole discretion, to:
1. modify or replace any such infringing part or feature of the Data to make it non-infringing, or
2. obtain rights to continue use.
If DataSift determines that none of these alternatives are reasonably available, DataSift may terminate this Agreement, in its entirety or with respect to the affected part or feature of the Data, effective immediately on written notice to Customer.
Section 8(a) will not apply to the extent that the alleged infringement arises from:
1. use of the Data in combination with data, software, hardware, equipment, or technology not provided by DataSift or authorized by DataSift in writing;
2. Customer’s breach of this Agreement;
3. continued use of the Data by Customer after DataSift has notified Customer in writing of the Third-Party Claim;
4. any infringement which is incidental to the Data and does not result primarily from the use of the Data; or
5. any modification of the Data by anyone other than DataSift.
Customer shall indemnify, hold harmless, and, at DataSift’s option, defend DataSift from and against any Losses resulting from any Third-Party Claim based on Customer’s:
1. breach of this Agreement or violation of the terms of use of DataSift’s website;
2. negligence or willful misconduct;
3. use of the Data, Deliverables, products, or services in a manner not authorized by this Agreement;
4. any regulatory investigation, fine, or penalty imposed on DataSift as a result of Customer’s acts or omissions; or
5. any content, materials, or instructions provided by Customer, including claims of false advertising, intellectual property infringement, or violation of law.
Customer may not settle any Third-Party Claim against DataSift unless such settlement completely and forever releases DataSift from all liability with respect to such Third-Party Claim or unless DataSift consents to such settlement. DataSift shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, at Customer’s expense.
This Section 8 sets forth Customer’s sole remedies and DataSift’s sole liability and obligation for any actual, threatened, or alleged claims that the Data infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

9. Limitations of Liability

IN NO EVENT WILL DATASIFT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY APPLICABLE SOW OR ORDER FORM) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (C) LOSS OF GOODWILL OR REPUTATION, (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, INCLUDING ANY LOSS OF OR CORRUPTION OF DATA, OR SYSTEM FAILURES, REGARDLESS OF CAUSE, OR (E) COST OF REPLACEMENT GOODS, PRODUCTS, OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER DATASIFT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL DATASIFT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SOW, OR ANY APPLICABLE ORDER FORM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DATASIFT UNDER THE AGREEMENT, APPLICABLE SOW, OR APPLICABLE ORDER FORM WITHIN THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

10. Term and Termination

The term of this Agreement with respect to any product or services shall be as set forth on the applicable Order Form, sales confirmation, or checkout link (the “Term”).
DataSift may terminate this Agreement or one or more services provided pursuant to any SOW at any time by providing written notice of termination to Customer. Any such termination will be effective on the last day of the period for which the Fees have been paid.
DataSift may terminate this Agreement, effective on written notice to Customer, if Customer:
1. fails to pay any amount when due or
2. breaches any of its obligations under Sections 2, 5, or 6.
DataSift may terminate the services provided under one or more SOW, effective on written notice to Customer, if Customer fails to pay any amount in connection with such SOW when due.
Either party may terminate this Agreement or any SOW, effective on written notice to the other party, if the other party breaches this Agreement, and such breach:
1. is incapable of cure or
2. being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party:
1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
2. files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency law;
3. makes or seeks to make a general assignment for the benefit of its creditors; or
4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
In the event of a termination of the Agreement, any applicable pending Order Form or SOW hereunder shall simultaneously and automatically terminate unless the parties otherwise agree in writing.
DataSift may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to Customer.
Termination or expiration of this Agreement shall not relieve Customer of its obligation to pay all Fees accrued and owing prior to the effective date of termination, and Customer shall not be entitled to any refund of Fees paid.

11. Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, any rights or licenses granted to Customer hereunder will also terminate, and Customer shall cease using and delete, destroy, or return all copies of the Deliverables (including the Data) and certify in writing to DataSift that the Deliverables have been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. Termination or expiration of this Agreement shall not affect DataSift’s rights to pursue equitable relief, indemnification, or recovery of damages for any breach occurring prior to termination or expiration. Customer’s obligations with respect to Confidential Information, Intellectual Property Rights, and payment of Fees shall continue notwithstanding termination or expiration.

12. Survival

Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context, are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. The rights and obligations set forth in Sections 3 through 13 shall expressly survive termination or expiration of this Agreement. In addition to the Sections expressly listed, Customer’s obligations under Exhibit A and any indemnification obligations shall survive termination or expiration of this Agreement.

13. Miscellaneous

This Agreement, together with any outstanding Order Forms or SOW and other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (“Notices”) must be in writing and addressed to the parties at the addresses set forth on the Order Form (or to such other address that may be designated by each party from time to time). Notices shall be delivered by personal delivery, nationally recognized overnight courier, or email (with confirmation of transmission), or certified or registered mail. A Notice is effective only upon receipt by the receiving party and compliance with this Section 13(b).
DataSift shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond DataSift’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government orders, embargoes, labor disturbances, shortages of power or transportation, pandemics, or other similar events. Notwithstanding the foregoing, Customer’s payment obligations shall not be excused or delayed by any such events.
No amendment to or modification of this Agreement, any SOW, or any Order Form is effective unless in writing and signed by an authorized representative of each party. No waiver of any provision shall be effective unless explicitly set forth in writing and signed by the waiving party.
If any provision of this Agreement is invalid, illegal, or unenforceable, such invalidity shall not affect any other provision. The parties shall negotiate in good faith to modify the Agreement to effect the original intent as closely as possible.
This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio located in Columbus, Franklin County, and each party irrevocably submits to the exclusive jurisdiction of such courts.
Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of DataSift. Any purported assignment in violation of this Section 13(g) is null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
The Data may be subject to United States export control laws. Customer shall not export, re-export, or release the Data to any jurisdiction or country to which export is prohibited by law. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings prior to exporting, re-exporting, releasing, or otherwise making the Data available outside the United States.
As collateral security for payment of the Fees and performance of all obligations of Customer under this Agreement, Customer grants to DataSift a lien on and security interest in all of Customer’s assets, wherever located, whether now existing or hereafter acquired, and all proceeds thereof. Customer agrees to execute and deliver all instruments and documents necessary to perfect and protect DataSift’s security interest.
Customer acknowledges that a breach or threatened breach of Sections 5 or 6 would cause DataSift irreparable harm for which monetary damages would not be an adequate remedy. In such event, DataSift shall be entitled to equitable relief, including injunctions and specific performance, without posting a bond or proving actual damages.
DataSift may, upon reasonable notice, audit Customer’s systems, records, and practices to confirm compliance with this Agreement, any SOW, and Exhibit A. Customer shall cooperate fully with any such audit and bear all costs associated with remediation of deficiencies identified.
Customer shall reimburse DataSift for all reasonable attorneys’ fees and costs incurred in enforcing this Agreement, any SOW, or Exhibit A, including collection of Fees and pursuit of equitable relief.
From the date of Customer’s acceptance of this Agreement until the date that is twelve (12) months after the termination or expiration of the Term, Customer shall not, without DataSift’s prior written consent, on its own behalf or on behalf of any other person or entity, directly or indirectly:
1. solicit or divert, or attempt to solicit or divert, the business of any then-existing DataSift client, customer, supplier, vendor, contractor, employee, or lead generator with whom Customer had contact, or about whom Customer learned (A) the identity of or (B) confidential information about, in any way that would adversely affect DataSift’s business; or
2. create, market, sell, or distribute products and/or services that are substantially similar to the products and/or services provided by DataSift.
Customer shall, at its own expense, maintain and carry in full force and effect all types and amounts of insurance required by applicable law, including general liability insurance, with financially sound and reputable insurers. For the avoidance of doubt, Customer acknowledges and agrees that DataSift does not and will not provide any insurance to Customer.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other in any manner whatsoever.
Neither party will make any public statement, announcement, or press release regarding this Agreement without the prior written consent of the other; provided, however, that DataSift will not be required to obtain Customer’s consent to make brief, factual references regarding Customer obtaining Services from DataSift. Customer grants DataSift a limited, non-transferable, fully paid, royalty-free license to use and display Customer’s logo(s), name(s), mark(s), trade name(s), and trademark(s) in connection with such brief, factual references.

EXHIBIT A – SECURITY REQUIREMENTS

This Exhibit A (this “Exhibit”) is attached to and incorporated into the DataSift Master Service Agreement (the “Agreement”). Capitalized terms used but not defined in this Exhibit shall have the meaning set forth in the Agreement.

Customer will maintain an information security program designed to protect information processing systems and media containing DataSift’s Confidential Information (including the Data) from internal and external security threats, and to protect DataSift’s Confidential Information from unauthorized disclosure. Customer will be responsible for implementing this program for all Confidential Information to which Customer or its personnel have or obtain access. DataSift reserves the right to make changes to this Exhibit and its security requirements without prior notification to Customer. The following requirements constitute minimum baseline information security obligations:

1. Access and Passwords

Customer shall:

implement access control measures consistent with industry best practices,
require strong passwords that cannot be easily determined, including avoidance of names, company names, repeating numbers or letters, or consecutive numbers or letters, and
configure active logins with appropriate inactive session timeouts.

2. Asset Protection

Customer shall maintain:

commercially reasonable controls to protect Customer’s assets, including standards for introduction, transfer, removal, and disposal of assets based on classification and
an inventory of critical hardware and software assets that access, store, or make use of DataSift’s Confidential Information. Confidential Information shall require and exhibit a secure access system or be stored in a secure location.

3. Data and Information Protection

Customer shall maintain:

documented rules and procedures regulating the use, access, and control of information, including receipt, transmission, processing, storage, distribution, retrieval, and presentation and
a formal user registration and de-registration procedure for granting and revoking access rights.

4. Vulnerability Monitoring and Software Development

Customer shall:

keep operating systems, firewalls, routers, servers, personal computers, mobile devices, and all other systems current with appropriate patches and updates and
configure infrastructure such as firewalls, routers, servers, tablets, smartphones, and personal computers to industry best security practices, including disabling unnecessary services or features, removing or changing default passwords and IDs, and enabling secure configuration features to avoid unnecessary risks.

5. Virus Detection

Customer shall:

use and maintain current, commercially available anti-virus software on all applicable systems and
ensure that anti-virus software is current, actively running, generating audit logs, enabled for automatic updates, and performing regular scans. If Customer suspects a virus infection, Customer shall immediately cease accessing the system and not resume until the virus has been eliminated.

6. Security Incidents

Customer shall maintain a documented plan and procedures for information security incidents, clearly articulating responsibilities of personnel and identifying relevant notification parties. Customer shall notify DataSift of any security breach involving theft, loss, unauthorized disclosure, acquisition, access to, or misuse of Confidential Information, or compromise of confidentiality or integrity of systems used to handle Confidential Information, as soon as Customer knows or reasonably suspects such breach, and in any event within twenty-four (24) hours. Customer shall bear all costs associated with investigation, remediation, and mitigation of any security incident or breach, including costs incurred by DataSift in responding to such incident.

7. Additional Security Terms

Customer acknowledges that Customer and its personnel have an ongoing obligation to protect and ensure the confidentiality, privacy, security, and integrity of DataSift’s Confidential Information, and that the standards embodied in this Agreement are minimum standards of conduct.
DataSift may provide written notice of updates to its information security requirements. Customer shall comply with such updated requirements within a mutually agreed reasonable period of time. If compliance is not achieved, DataSift may terminate this Agreement without penalty or further obligation.
DataSift shall have the right, upon reasonable notice, to audit Customer’s information security program and related systems to verify compliance with this Exhibit. Customer shall cooperate fully with any such audit and promptly remediate any deficiencies identified.
Failure to comply with this Exhibit or to remediate deficiencies identified by DataSift shall constitute a material breach of the Agreement and grounds for immediate termination by DataSift, without liability or refund.

SOW I – DATA LICENSE SERVICES

This SOW I (this “SOW I”) is attached to and incorporated into the DataSift Master Service Agreement (the “Agreement”). Capitalized terms used but not defined in this SOW I shall have the meaning set forth in the Agreement.

1. Description of the Products and/or Services

DataSift will provide Customer with access to proprietary datasets, including property data, transactional data, and related information, as described in this SOW I. Customer acknowledges that the Data is multi-sourced, proprietary, and constitutes Confidential Information and trade secrets of DataSift. Customer shall not resell, sublicense, distribute, disclose, or otherwise make the Data available to any third party without DataSift’s prior written consent. Customer shall comply with all applicable laws, regulations, and industry standards in its use of the Data, including data privacy and consumer protection laws. Customer shall indemnify, defend, and hold harmless DataSift from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of Customer’s misuse of the Data, violation of applicable law, or use of the Data in a manner not expressly authorized by this Agreement or this SOW I.

2. Fees

Fees for the Data license shall be as set forth in the applicable Order Form. Payment terms shall be governed by Section 3 of the Agreement. Customer shall remain liable for all taxes, duties, and charges as set forth in the Agreement.

3. Exclusive License

Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this SOW I, the Agreement, and Order Form, DataSift hereby grants Customer a limited, exclusive (solely as to third parties), non-sublicensable, and non-transferable license during the Term to use the Exclusive Data as specifically described on the applicable Order Form solely for Permitted Use. “Exclusive Data” means the datasets identified in the applicable Order Form as exclusive to Customer. For the avoidance of doubt, nothing in this SOW I shall in any way affect DataSift’s right to use the Exclusive Data. Unless otherwise agreed in writing, Customer’s license to the Data shall be non-exclusive, and DataSift may license the same datasets to other customers without restriction.

4. Non-Exclusive License

Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of this SOW I, the Agreement, and Order Form, DataSift hereby grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license during the Term to use DataSift’s proprietary non-exclusive database described below (the “Non-Exclusive Data,” and, together with the Exclusive Data, the “Data”) solely for the Permitted Use. For the avoidance of doubt, except as described in Section 3 of this SOW I, nothing herein shall prohibit DataSift from providing the Data or other products or services to any other third party. DataSift’s proprietary nationwide property database, multi-sourced from county recordings, MLS records, and private data sources, includes:

AI propensity scored properties from 0–100;
Pre-foreclosure filings and public auctions;
Foreclosed properties and real estate owned (REO);
Vacant and absentee properties;
Tax liens;
Judgments;
HOA and mechanic’s liens;
High equity and free-and-clear properties;
Non-owner occupied properties;
Bankruptcy filings;
Inherited properties;
Linked properties;
Mortgage information; and
Tired landlords.

5. Use Restrictions

Customer shall use the Data only for internal business purposes. Customer shall not use the Data in violation of applicable law, including data privacy laws, consumer protection laws, or marketing regulations. Customer shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive source information from the Data. Customer shall implement appropriate safeguards to prevent unauthorized access, disclosure, or misuse of the Data. DataSift may suspend Customer’s access to the Data immediately upon any suspected misuse, breach of law, or violation of this SOW I or the Agreement, pending investigation. Suspension shall not relieve Customer of its payment obligations.

6. Reservation of Rights

DataSift reserves all rights to the Data not expressly granted to Customer in this SOW I or the Agreement. Nothing in this SOW I or the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Data. Customer acknowledges that DataSift may continue to use, license, and exploit the Data in its sole discretion.

7. Delivery

DataSift shall deliver the Data electronically, on tangible media, or by other means, in DataSift’s sole discretion. DataSift shall update the Data from time to time, as determined appropriate by DataSift in the exercise of its sole discretion. Customer shall accept delivery in the format provided by DataSift and shall not require alternative formats unless expressly agreed in writing.

8. Removals

From time to time, DataSift may suppress or remove information pertaining to one or more particular persons or geographic areas from the Data if required by applicable law (each, a “Removal”). Customer shall remove or suppress such persons and geographic areas which are the subject of the Removals from any and all materials provided by DataSift to Customer within ten (10) business days after receipt of notice. DataSift may effect a Removal of any Non-Exclusive Data at any time solely because a third party has purchased exclusive rights to such Data. Customer shall have no claim for damages, refunds, or other remedies arising from any Removal. Customer acknowledges and agrees that Removals may occur at DataSift’s sole discretion, and Customer shall have no claim for damages, refunds, offsets, or other remedies arising from any such Removals, whether required by law or effected due to exclusivity granted to another customer.

9. No Maintenance or Support

Nothing in this SOW I obligates DataSift to render any maintenance or support services not expressly required herein. Excluded services include, but are not limited to, training, data conversion, program modification, and enhancement. Customer shall be solely responsible for its own systems, integrations, and use of the Data.

10. Performance Guarantee

DataSift represents and warrants that the Data when processed exclusively through DataSift’s proprietary scoring systems and filtered to a propensity score of forty (40) or higher will identify not less than fifty percent (50%) of off-market investor property transactions recorded in DataSift’s proprietary transactional dataset during any rolling six (6)-month period (the “Prediction Threshold”).
If DataSift’s internal analytics determine that the Prediction Threshold has not been met for a given six (6)-month period, DataSift will adjust the Customer’s then-current Data license for one (1) month at no additional charge for each month the shortfall continues, until the Prediction Threshold is again achieved (the “Performance Guarantee”).
If, before delivery of any Data set, DataSift determines that such Data is unlikely to meet the Prediction Threshold, DataSift will discount the applicable Fees by twenty-five percent (25%). In that event, the Performance Guarantee shall not apply to that Data set.
Customer acknowledges that the Performance Guarantee is limited to the scope described herein and does not extend to any other warranties or remedies.
The Performance Guarantee is Customer’s sole and exclusive remedy with respect to Data performance, and is expressly conditioned on Customer’s use of the Data solely through DataSift’s proprietary scoring systems without modification.

SOW II – DIGITAL MARKETING CAMPAIGN MANAGEMENT SERVICES

This SOW II (this “SOW II”) is attached to and incorporated into the DataSift Master Service Agreement (the “Agreement”). Capitalized terms used but not defined in this SOW II shall have the meaning set forth in the Agreement.

1. Description of the Services

DataSift will provide Customer digital marketing campaign management services tailored to Customer’s needs as agreed upon in writing by DataSift and Customer. Specific services may include content creation, social media management, email marketing, analytics, and other digital marketing strategies. Customer acknowledges that all methodologies, processes, and deliverables used in connection with the services are proprietary to DataSift and constitute Confidential Information. DataSift may from time to time in its discretion engage third parties to perform any or part of the services as subcontractors.

2. Customer Obligations

Customer shall provide DataSift with timely access to all information, approvals, and cooperation reasonably required for DataSift to perform the services. If DataSift’s performance under this SOW II is prevented or delayed by any act or omission of Customer, DataSift shall not be deemed in breach of its obligations under this SOW II or otherwise liable for any losses incurred by Customer. Customer agrees to obtain all necessary licenses and consents in relation to the services. Customer shall comply with all applicable laws, regulations, and industry standards in connection with its use of the services, including advertising, consumer protection, and privacy laws. Customer shall remain solely responsible for the accuracy, legality, and appropriateness of all content, materials, and instructions it provides to DataSift. Customer shall indemnify, defend, and hold harmless DataSift from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of:

any content, materials, or instructions provided by Customer, including claims of false advertising, intellectual property infringement, or violation of law; and
Customer’s failure to comply with applicable third-party platform terms and conditions (including Google, Facebook, or other advertising networks).

3. Fees

Fees for the services shall be as set forth in the applicable Order Form. Payment terms shall be governed by Section 3 of the Agreement. As a condition precedent to the continuation of services, Customer must remain current on all payments due under the Agreement and applicable Order Forms.

4. No Guarantee of Results

Customer acknowledges that marketing campaign results are subject to numerous factors outside DataSift’s control, including market conditions, consumer behavior, and third-party platforms. DataSift makes no warranty or representation that any campaign will achieve specific performance metrics, outcomes, or return on investment. Customer acknowledges that campaign performance is dependent on third-party platforms and external market conditions, and agrees that DataSift shall have no liability for interruptions, suspensions, or changes in such third-party platforms.