Mutual Non-Disclosure Agreement.

The parties will share confidential information so that Recipient can evaluate licensing one or more Datasets on the Platform (the "Purpose"). Owners are intended third-party beneficiaries of this agreement and may enforce it, directly or through data.cool.

"Confidential Information" means non-public information disclosed by or for a party in connection with the Purpose, in any form, including: samples, sample packs and deal-room materials; manifests, residual-risk reports, verification and Data Proof results; the identity, domain, location and details of any business, owner, broker, employee or customer behind a listing; reserves, bids, pricing and deal terms; and, for Recipient, its identity as a bidder, its use case and its bids. The existence and status of discussions about a deal is also Confidential Information.

It does not include information that the receiving party can show (i) is or becomes public through no breach of this agreement; (ii) it already lawfully had without a duty of confidence; (iii) it lawfully received from a third party without a duty of confidence; or (iv) it developed independently without use of the Confidential Information. These exceptions never permit re-identification under section 4.

1. Use Confidential Information only for the Purpose, and protect it with at least the care you use for your own, and no less than reasonable care.
2. Share it only with your employees and contractors who need it for the Purpose and are bound by written confidentiality duties at least as protective. You are responsible for their compliance.
3. Keep samples within the Platform or the secure environment you nominate. Do not remove watermarks, canaries or notices.
4. Do not use samples to train, fine-tune or benchmark any model except as part of evaluating the Dataset. If no license is signed, delete any model weights, checkpoints and derived artifacts trained on samples.
5. If you are required by law to disclose Confidential Information, give prompt prior notice where lawful, disclose only what is required, and cooperate with any protective order.

Recipient will not identify, re-identify or attempt to identify any business, owner, broker, employee, customer or other person behind a listing or sample, including by linking samples with other data, and will not contact or locate any of them, except through the Platform. If Recipient learns an identity by accident, it will tell data.cool promptly, not use or record it, and keep it confidential. An owner's identity disclosed to Recipient's counsel at diligence, if the owner so elects, is Confidential Information and may be shared only with the counsel and diligence team named in the request.

For 24 months after first access, Recipient will not license, buy or obtain any Dataset, or any data of a business, introduced through the Platform, other than through the Platform, and will not help anyone else to.

On request, or if no license is signed within 90 days of access, Recipient will delete all samples and other Confidential Information (including copies, notes and derived artifacts) and, on request, certify deletion in writing. Copies held in routine backups that are not readily accessible may be kept until overwritten, and remain subject to this agreement. If a license is signed, its terms govern the licensed data.

Obligations last three years from Recipient's last access to Confidential Information, and for as long as the law protects it for trade secrets and personal data. Sections 4 and 5 last for their stated periods.

Confidential Information is provided "as is". Warranties about a Dataset are given only in a signed license. Nothing here obliges either party to complete a deal, and no license or other right is granted except the right to use Confidential Information for the Purpose.

A breach may cause irreparable harm. data.cool and each affected owner may seek injunctive relief without posting a bond, in addition to other remedies, and data.cool may revoke Recipient's API keys and access. Recipient will notify legal@data.cool within 24 hours of discovering any unauthorized use or disclosure.

This agreement is governed by the laws of the State of Florida. Disputes are resolved under section 18 (Governing law and dispute resolution) of the Terms of Service, including its carve-out for injunctive relief in the state courts located in Palm Beach County, Florida, or the United States District Court for the Southern District of Florida. This agreement adds to, and does not limit, the confidentiality terms of the Terms of Service and the Buyer (Lab) Terms. It may be accepted electronically and may be amended only in writing.