Master License Agreement.

1. This agreement, each Order Form, the Buyer Terms, the Mutual Non-Disclosure Agreement and, where they apply, the Raw Data Addendum and the Processor Addendum form one contract. On a conflict, the Order Form wins for its deal, then this agreement, then the Buyer Terms.
2. An Order Form names the deal, the scope (systems and date range), the license (shared or exclusive, and the exclusive term), the price and the data form. For a bid, the accepted bid and its confirmation are the Order Form.

1. An indication is a priced, non-binding signal. It expires after 14 days and creates no obligation for either side.
2. A mandate is Buyer's standing instruction to indicate on matching deals at a stated price grid, within a monthly cap. An agent or API key may propose a mandate; it takes effect only once a person on Buyer's account confirms it. Buyer is responsible for the caps on its keys.

1. The license grant, use limits, delivery and acceptance are those of the Buyer Terms for the scope on the Order Form.
2. An exclusive license means no other buyer is licensed the same scope during the exclusive term stated on the Order Form (12, 18 or 24 months). Overlapping scope is refused.

1. Unless the Order Form says otherwise, data is delivered cleaned: de-identified in the Clean Room.
2. Where the owner offers it, Buyer may take a license raw: the owner's own export, which Buyer cleans itself under the Raw Data Addendum.
3. Where the owner allows it, Buyer may take the light scrub, with ordinary business contact details left as they are, under the Processor Addendum.

1. A Buyer that passes licensed data on to others (an intermediary) lists each downstream recipient (company, country and purpose) on its Data Desk before passing any data to it, and keeps that list current.
2. Downstream recipients take no greater rights than Buyer has and are bound in writing to the same use limits, the no-re-identification duty and deletion on request. Buyer is liable for them as for itself.
3. An exclusive held by an intermediary is held for its listed recipients only.

1. Reservations are not offered yet. This section applies once data.cool offers them and tells Buyer in writing.
2. A reservation is a binding offer at a stated price. Once accepted (by the owner, or under the owner's standing terms), Buyer pays a deposit of 10% of the price within 3 days. The deposit is credited to the price. data.cool issues an Order Form for each accepted reservation, which also names the deposit, the handover deadline and the sizing basis Buyer was shown.
3. When a deal first becomes reservable, reservations and mandates placed in the first 48 hours compete on price. The highest at or above the owner's terms is accepted (ties go to the earliest). After that, reservations are taken in order. A mandate may reserve as well as indicate; reservations it places bind Buyer as if placed by hand.
4. Once the deposit is paid the scope is held for Buyer, and the owner hands the data over within 5 business days for systems data.cool connects to, or 10 for exports and uploads, with one 5-business-day extension if the upload has started. If the owner misses the handover, the reservation lapses and the deposit is refunded in full. If Buyer doesn't pay the deposit on time, the reservation lapses and nothing is owed.
5. data.cool measures the data handed over, and the price follows the measured size and years linearly, system by system, against the sizing basis on the Order Form. Within 25% of the reserved price either way, the license completes at the adjusted price. Outside that band, either side may walk away and the deposit is refunded in full, or the parties may agree a price in writing.
6. The owner keeps the deposit only if, after a conforming handover, Buyer fails to complete the license for a reason other than the price band. On completion Buyer pays the balance; 10% is held back until acceptance under the Buyer Terms.

This agreement runs until either party ends it on 30 days' notice; Order Forms already accepted run to completion. It is governed by the laws of the State of Florida, and disputes are resolved under the Terms of Service. Notices to data.cool go to legal@data.cool.