Data Interchange Agreement
Effective as of 5/25/2018
This Customer Data Interchange Agreement (“Agreement”) is entered into by and between Tresl, Inc. (“Tresl”) and the undersigned data owner (“Data Owner”)
- A. Tresl provides analytical services in data science and AI and, incident to such services, aggregates, processes, transforms and analyses data records such as product data, consumer data or order data, for patterns, relationships and other metadata;
- B. Data Owner would benefit from the ability to access analytical services performed by Tresl on Data Owner’s non-personally identifiable data as well as non-personally identifiable data of other sources; and
- C. Tresl has indicated an interest in accessing Data Owner’s non-personally identifiable data which Data Owner considers to be confidential and proprietary. This Agreement sets forth the terms and conditions under which Data Owner will permit Tresl to access such information and Tresl’s use thereof.
In consideration of the promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- (a) “Conclusions” means the non-personally identifiable, aggregated, processed, transformed, analyzed metadata generated by Tresl as a result of the Data Processing as well as all conclusions and results achieved by Tresl through Data Processing of the Customer Data.
- (b) “Customer Data” means the unmodified data, such as but not limited to product data, consumer data, and order data maintained by Data Owner.
- (c) “Data Processing” means anonymizing, aggregating, processing and analyzing Customer Data.
- (a) Data Owner shall Provide Tresl with access to the Customer Data for the sole purpose of Tresl conducting Data Processing.
- (c) Data Owner shall notify Tresl of any restriction to the use or disclosure of Customer Data that Data Owner has agreed to, to the extent that such restriction may affect Tresl’s access to Customer Data and ability to engage in Data Processing under this Agreement.
- (d) Data Owner shall notify Tresl of any changes in or revocation of permission by an individual to use or disclose Customer Data, if such change or revocation may affect Tresl’s access to Customer Data and ability to engage in Data Processing under this Agreement.
2. General Obligations of Data Owner.
3. General Obligations of Tresl
- (b) Tresl agrees to make uses and requests for Customer Data consistent with Data Owner’s Privacy Policies only, it being acknowledged that Tresl is not directly collecting or dealing with any personally identifiable Customer Data.
- (c) Tresl may not use or disclose Customer Data in a manner that would violate
- (d) Tresl agrees to use appropriate safeguards to prevent use or disclosure of Customer Data other than as permitted under this Agreement.
Notwithstanding anything else to the contrary, Tresl shall not directly or indirectly:
- (a) permit the use of the Customer Data by any users other than its employees that have a need to use the Customer Data in order for Tresl to perform the Data Processing;
- (b) copy any of the Customer Data through any means;
- (c) track or attempt to track or identify any individual or otherwise copy or attempt to copy any personally identifiable information;
- (d) sell, license, transfer, lease, give away, distribute or otherwise dispose of any of the Customer Data; and/or
- (e) grant any sublicenses or any other subsidiary uses of the Customer Data.
5. Ownership Rights.
- (a) Tresl acknowledges that the grant of access to the Customer Data is not a sale, nor an offer to sell the Customer Data in the future. Tresl acknowledges that the Customer Data is proprietary to Data Owner. As between the parties, Data Owner shall retain all right, title and interest in and to the Customer Data. Tresl shall use the Customer Data in compliance with all applicable national, state and local laws and regulations.
- (b) As between the parties, Tresl shall retain all right, title and interest in and to the Conclusions. For the avoidance of doubt, the parties agree that the Conclusions are separate and apart from the Customer Data and shall not be deemed to be Customer Data.
- (a) Tresl agrees to report to Data Owner any unauthorized use or disclosure of Customer Data, including, any personally identifiable information, of which it becomes aware within one (1) calendar day of Tresl’s discovery. Such notice shall include the identification of each individual whose personally identifiable information has been, or is reasonably believed by Tresl to have been, accessed, acquired, or disclosed without authority.
- (b) In the event of Tresl’s use or disclosure of Customer Data in violation of applicable laws, Tresl bears the burden of demonstrating that notice as required under this Section 4 was made, including evidence demonstrating the necessity of any delay, or that the use or disclosure was authorized and within the scope of this Agreement.
Tresl shall indemnify, defend and hold harmless the Data Owner from and against any and all losses, expense, damage or injury (including, without limitation, all costs and reasonable attorneys’ fees) that the Data Owner may sustain as a result of, or arising out of
- (a) Any unauthorized use, disclosure or breach of Customer Data by Tresl,
- (b) Tresl’s failure to notify any and all parties required to receive notification pursuant to Section 5, or
- (c) any negligence or willful misconduct by Tresl or its agents.
8. Independent Contractors.
Nothing in this Agreement shall be construed as establishing any joint venture or other business relationship or as representing any commitment by either party to enter into any license or other agreement by implication or otherwise. Tresl shall be responsible for its own expenses in conducting the Data Processing, and Data Owner shall have no obligation to pay Tresl therefor.
9. No Warranty; Limitation.
ALL CUSTOMER DATA PROVIDED PURSUANT HERETO ARE SUPPLIED TO TRESL “AS IS,” WITH NO WARRANTIES, EXPRESS OR IMPLIED, AND DATA OWNER EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NO INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
No implied license or right is granted to Tresl, directly or indirectly, with respect to any Customer Data. This Agreement contains the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous understandings, commitments or agreements, oral or written with respect thereto. No modification or amendment of this Agreement shall be effective unless it is in writing signed by both parties hereto. Neither party may assign this Agreement without consent; except that either party may assign this Agreement to an entity that acquires all or substantially all of that party’s assets or business to which this Agreement relates, provided that the assignee agrees in writing to be bound by the terms of this Agreement. This Agreement shall be governed by and construed under California law as applied to agreements entered into and performed in California by California residents. Each signatory of this Agreement represents that he/she is authorized to bind the party to this Agreement for which he/she is the signatory.