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Services Subscription Agreement
Effective Date:August 6, 2026
This Services Subscription Agreement (the "Agreement") is made and entered into by and between People Data Labs, Inc. with its principal offices at 455 Market St Ste 1940, PMB 25778, San Francisco, CA 94105 (“People Data Labs” or “PDL”) and Customer (“Customer”, “you” as defined in the applicable Order Form or Customer Account). This Agreement describes the terms under which PDL will make its Services available to Customer.
The parties agree as follows:
1. Ordering and Subscription Period
1.1 Ordering. By executing one or more Order Forms under this Agreement or by signing up for a PDL account via peopledatalabs.com (“Customer Account”), Customer may obtain access to the content, APIs and other features offered through PDL’s proprietary platform of servers, software and technology (the “Services”). Many of the Services provided by PDL provide access to information, reports, text, and content (“Data”). The specific Services available to Customer are identified in the Order Form or in Customer Account. All use of the Services and Data used by Customer is subject to the terms and conditions of this Agreement and the Acceptable Data Use Policy (“ADUP”), posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy.
1.2 Subscription Period. The billing period will be as specified in the applicable Order Form or via the Customer Account (“Subscription Period”). At PDL’s sole discretion, the period of access to the Services and Data may begin upon the date of a fully executed Agreement, but before the defined Subscription Period. For avoidance of doubt, this Agreement is in full force once fully executed. An Order Form is not cancelable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive terms equaling the initial period, unless Customer notifies PDL in writing 90 days prior to the termination of the current Subscription Period, or as otherwise specified in an Order Form or in Customer Account. Any renewals will be at PDL’s then-current rates or rate increases specified in Order Form.
1.3 API Credit Purchase. The purchase of API Credits to use the Services will be specified in the applicable Order Form or Customer Account. An API Credit is defined as any request to the PDL API that returns a billable status code as specified in that API endpoint’s documentation. Data returned in API endpoints may not be saved in Customer databases (“Cached Data”) for longer than necessary to perform actions permitted via Service License. Any Cached Data returned by any PDL API shall be governed by Section 2.2. Cached Data may not be provided or displayed to more than one End User. Should Customer sign an Order Form with PDL and exceed the amount of API Credits it has purchased in an applicable Order Form during the Subscription Period, a monthly overage fee will be charged for each API Credit used (“Overage Fee”). The rate for the Overage Fee will be a 50% increase of the contracted price per API Credit in the applicable Order Form and will be charged at the end of each month for API Credits that are used in excess of the contracted amount.
1.4 Expansions. Customer may elect to add additional Data products and Services during the course of their Subscription Period. Such additions require completion of a new Order Form or purchase via Customer Account, and shall be subject to the terms of this Agreement. Unless stated otherwise on an Order Form or in Customer Account, any added subscriptions will be concurrent to, and coterminous with, the active Subscription Period and will be subject to the renewal terms outlined in Section 1.2.
2. Platform Use and Restrictions
2.1 Services License. PDL hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Services specified in the Order Form or in Customer Account during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Order Form, then Customer's license to the Services specified in the Order Form will be revoked.
2.2 Data License.
2.2.1 License Terms. PDL hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to license, access, and use the Data provided to Customer during the Subscription Period for the following purposes: (i) to display PDL-supplied Data to Customer’s own clients who engage with the data (“End Users”) on Customer’s platform or within Customer’s product; (ii) to maintain PDL-supplied Data in Customer’s database for the purpose of performing calculations and mapping PDL Data against Customer Data (as defined in 11.2); (iii) for any permitted uses outlined in Customer Order Form.
2.2.2 Data Access. Customer may permit the Authorized Users to exercise the rights pursuant to the license granted herein. As used herein, “Authorized Users” shall refer to employees of Customer who have (a) created a PDL account or (b) have been provided access to PDL Data by other Authorized Users or directly by PDL.
2.2.3 Use Scope. Only the Customer team and products specified in the Order Form are permitted to use the Data, and if no team is specified, then any Customer teams are permitted to use the Data.
2.3 Account.
2.3.1 PDL Account Creation. To use the Services, you will be asked to create a PDL account. As part of the account creation process, you’ll be asked to provide your name, e-mail address, and create a password (which, together with any other Data directly provided by Customer to PDL for use within the Services as part of the account creation or management, is referred to in this Agreement as "Customer Account Data"). Until you register for a PDL account, your access to the Services will be limited to what is available to the general public.
2.3.2 True and Accurate Account Information. When registering for a PDL account, you and your Authorized Users must provide true, accurate, current and complete information about yourself as requested during the account creation process. You and your Authorized Users must keep that information true, accurate, and current. By signing up for the Services, Customer is liable for any information that was falsified in the API sign up process and any activities that were done with falsified information.
2.3.3 Customer Misuse Of Account. Customer acknowledges that PDL accounts are secure. Customer is solely responsible for all use (whether or not the use is authorized) of the Services under their PDL account, including the quality and integrity of Customer Account Data. Customer is not permitted to share account login or API key with any other individuals or companies, or to enable any other individuals or companies to use the PDL Services. Customer is solely responsible for all acts and omissions of any End User who has access to or otherwise uses any Customer application. Customer agrees to take all reasonable precautions to prevent unauthorized access to or use of the Services and Data and will notify PDL promptly of any unauthorized access or use. PDL will not be liable for any loss or damage arising from unauthorized use of Customer Account.
2.4 Account Password and Security. Customer will be solely responsible, at their own expense, for acquiring, installing and maintaining all hardware, software, third-party applications, and other equipment as may be necessary for Customer and any Authorized User to connect to, access, and use the Services and Data. Customer’s account with PDL will provide Customer with access to the Services, such as the PDL APIs and other functionality that PDL may provide from time to time. Customer shall protect its passwords and take full responsibility for Customer's own as well as any third party use of the Customer Account. Customer is solely responsible for any and all activities that occur under its accounts, except for any activities performed by PDL as set forth herein. Customer agrees to notify PDL immediately upon learning of any unauthorized use of its account or any other breach of security.
2.5 Services Modifications. PDL is constantly innovating in order to provide the best possible experience for its Customers. Customer acknowledges and agrees that the form and nature of the Data and Services that PDL provides may be modified from time to time without prior notice to you, including without limitation, security patches, enhancements, and changes necessary to comply with global privacy regulations. Changes to the form and nature of the Data and Services will be immediately effective with respect to all versions of the Data and Services.
2.6 Restrictions
2.6.1 Customer Restrictions. Customer shall not, and shall not permit any client or third party that may have access to the Data to: (i) resell, sublicense, distribute or otherwise provide access to the Services, Data, or information contained in or derived from the Services, to any third party or use the Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of PDL.
2.6.2 Acceptable Data Use Policy. Customer shall comply with the PDL Acceptable Data Use Policy at all times. Customer may not use, resell, authorize or permit anyone to use, license, or make available Data they obtain from PDL, for any purposes prohibited in the Acceptable Data Use Policy. Violations of the PDL ADUP will constitute a material breach of the Agreement.
2.6.3 Non-Permitted Use. Customer may not build products from the Data that resemble or compete with PDL products. (I.e. Customer may not provide programmatic access to the Data to End Users in any way that would allow them access to any substantial set of the Data features or a material portion of the Data.). Violation of this section will be a material breach remedied pursuant to Section 6.
2.6.4 Flow Down of Restrictions. For Customers who are selling or repurposing PDL Data to their End Users (“Solution Provider”), Sections 2.6.2 and 2.6.3 of this Agreement (or terms equally restrictive) must be included in full in any agreement between the Solution Provider and any applicable End Users receiving any part of PDL Data. PDL reserves the right to review that agreement between the Customer and End Users.
2.7 Customer Support. PDL will make Services documentation available through its website. In addition, PDL will provide online support through email. Any additional training or support will require the purchase of professional services by the Customer as defined on the relevant Order Form for the Customer.
2.8 Customer Security. Customer affirms that all locations where PDL Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that PDL Data is accessible only by Customer, Customer’s authorized agents, and/or PDL. Customer will notify PDL of the IP and domain aliases of any location where Data is stored or processed. PDL reserves the right to audit any Customer-owned domains to ensure security compliance.
2.9 IMPORTANT FCRA RESTRICTIONS. PDL is not a consumer-reporting agency ("Consumer Reporting Agency") as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA") and Data and Services Customer obtains from PDL do not constitute “Consumer Reports,” as that term is defined in the FCRA. FCRA uses are prohibited in the ADUP.
2.10 Breach of Section 2. Customers in breach of Section 2 shall have termination for cause enforced to the fullest extent (Section 6.2).
3. Term of the Agreement
The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated.
4. Charges, Payment, and Taxes
4.1 Fees. For Customers who sign up on the PDL website, you agree to pay in accordance with the rates listed within Customer Account, unless otherwise set forth in an Order Form between the parties.
4.2 Payment Terms
4.2.1 Credit Card Payment Terms. For Customers who sign up on the PDL website, PDL will charge the credit card Customer has placed on file at the cadence and rate outlined when Customer creates subscription in Customer Account.
4.2.2 Order Form Payment Terms. Should Customer enter into an Order Form, then Customer will be billed for use of the Services in accordance with the applicable Order Form. The pricing specified in an applicable Order Form will be firm for the initial term of the Order Form. PDL may provide notice of an increase in pricing in advance of Subscription Period renewal. Any one-time discounts outlined in Order Form do not apply to subsequent Subscription Periods.
4.3 Payment. Invoices will be due and payable at date of invoice unless otherwise stated in PDL Order Form and will be paid in immediately available U.S. funds by wire transfer or other method as mutually agreed to by the parties. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid. If Customer fails to pay any amount when due, PDL may suspend Customer’s access to and performance of the Services until all overdue amounts, including any applicable interest, have been paid in full. Suspension of the Services shall not relieve Customer of any payment obligations under this Agreement, including any fees that continue to accrue during the suspension period. PDL shall have no liability to Customer for any losses, damages, liabilities, expenses, business interruption, lost revenue, or inconvenience arising from a suspension implemented pursuant to this Section.
4.4 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on PDL’s income. To the extent that PDL is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, PDL may invoice Customer for such taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement.
4.5 Refunds. All sales are final, no refunds will be provided and payment is due as outlined in this Agreement unless otherwise agreed to by both parties in an addendum to this Agreement.
5. Confidentiality
“Confidential Information” means any non-public information relating to or disclosed in the course of this Agreement, including the Services and Data or information contained in or derived from the Services and Customer Supplied Data as defined in Section 11.2. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement for fulfilling its obligations or exercising its rights under this Agreement. The receiving party will also ensure that the persons it authorizes to access Confidential Information have committed themselves to confidentiality. Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; and (b) was already in possession of the receiving party without restriction. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party.
6. Termination
6.1 Non-Renewal. Should the Subscription Period end, the Customer decline to renew their Order Form, or should Customer materially downgrade or change their Services, then Customer's license to the Data specified in the prior Order Form (including Cached Data by Customer) will be revoked and the Customer will be required to delete all Data. Customer will be required to sign the PDL Data Deletion Agreement acknowledging Data deletion (see Section 6.4).
6.2 For Cause. Either party may terminate this Agreement and all Order Forms, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the Services beyond the scope permitted under an Order Form or beyond credits purchased via Customer Account will be deemed a material breach justifying PDL’s termination or suspension of a Customer’s account.
6.3 Effect of Termination. Upon termination of this Agreement, all license rights hereunder will immediately terminate and Customer will: (i) cease use of the Services, including all Data or information contained in or derived from the Services; (ii) destroy or (if requested by PDL) return to PDL all copies or other embodiments of any and all Data or information contained in or derived from the Services, and all other PDL Confidential Information; (iii) sign the PDL Data Deletion Agreement and; (iv) pay to PDL all amounts due and owing under this Agreement.
6.4 Data Deletion. Upon termination of this Agreement, Customer must delete all Data it has received from PDL from all applicable Subscription Periods (including Cached Data), and sign and return to PDL the Data Deletion Agreement in Exhibit A within 30 days of termination.
6.5 Breach of Other Agreements. Termination For Cause of another agreement between PDL and Customer will constitute a breach of contract/termination of this Agreement and trigger the effects of Termination including but not limited to Sections 6.3 and 6.4.
7. Disclaimer and Limitation of Liability
7.1 Disclaimer. The Services and all Data and information obtained via the Services are provided on an “as is,” “as available” basis. To the fullest extent permissible pursuant under applicable law, PDL makes no warranty or guarantee, express or implied, relating to the Services or Customer’s use of the Services, or any Data or information obtained via the Services or provided under this agreement, including but not limited to any implied warranties of merchantability, satisfactory quality, non-infringement, and/or fitness for a particular purpose.
7.2 Limitation of Liability
7.2.1 Except for a breach of 2.6, payment obligations, or with respect to a party’s indemnification obligations, each party’s entire aggregate liability to the other party for any and all claims of whatever nature arising out of the provision and use of the Services, Data, or otherwise arising in connection with this agreement shall not exceed the total amounts paid or payable to PDL during the six (6) month period immediately preceding the making of the claim pursuant to the Order Form under which the claim arose.
7.2.2 Except for a breach of Section 2.6, payment obligations, or with respect to a party’s indemnification obligations, a party shall not be liable to the other party or any third-party claimant for indirect, incidental, consequential, reliance, or special loss or damages of any kind including but not limited to lost revenues, lost savings, lost business opportunity, or lost profits, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if the party and/or its subsidiaries and affiliates has been advised of the possibility of such damages.
8. Force Majeure
Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for failure to pay amounts due) if, and to the extent that, such default or delay arises out of causes beyond its reasonable control, including without limitation, acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes (individually, each such event a “Force Majeure Event”).
9. Compliance
9.1 Compliance with Laws. Customer shall comply with all applicable laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to its use of the Services and any Data or information contained in or derived from the Services including all applicable laws and regulations relating to privacy, information security, data protection, and data breach notification when processing Personal Data received from the other party. Customer compliance obligations include all data protection laws, regulations, rules and registrations applicable to the Customer. For avoidance of doubt, the Customer is fully responsible for determining its obligations as a data broker.
9.2 Relationship Between the Parties. The parties acknowledge that PDL is the controller of all Data it discloses to Customer, and that Customer will process the Data as a separate and independent controller.
9.3 Standard Contractual Clauses. If necessary due to data from a European Economic Area country being exchanged , the parties agree to Exhibit C - Standard Contractual Clauses, posted here https://privacy.peopledatalabs.com/policies?name=data-processing-agreement#exhibit-c-standard-contractual-clauses.
9.4 Data Processing Agreement. The Data Processing Agreement posted here https://privacy.peopledatalabs.com/policies?name=data-processing-agreement, will govern any Controller to Controller or Controller to Processor relationship between the parties.
9.5 Sanctions Compliance. The Customer represents and warrants that (i) any Customer Data (as defined in 11.2) sent to PDL has not been acquired from embargoed or sanctioned locations including those on sanctions lists issued by the U.S. Export Administration Regulations (“EAR”) and/or the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including but not limited to, Afghanistan, Belarus, Burma (Myanmar), Central African Republic, China (including Macau and Hong Kong), Cuba, Democratic Republic of Congo, Eritrea, Ethiopia, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, and Zimbabwe (“Embargoed/Sanctioned Countries”); (ii) the Data provided to PDL by the Customer has not been acquired from any person, or any entity controlled by any person, listed on the Specially Designated Nationals And Blocked Persons List (SDN) published by the U.S. Department of Treasury; (iii) that it will not process Data in any embargoed or sanctioned locations; (iv) no entity holding 20 percent (or greater) ownership share of Customer is located in China (including Macau and Hong Kong), Russia, Iran, Venezuela, Cuba or North Korea (“Prohibited Nation(s)”); (v) it will not process or forward any Data sent to Customer by PDL in violation of the Protecting Americans’ Data from Foreign Adversaries Act (“PADFA”) or any similar subsequent law or regulation, and will not (without limitation) provide any Data to any entity that is located in (or owned by) any Prohibited Nation or any entity with a 20 percent (or greater) shareholder that is located in (or owned by) any Prohibited Nation.
10. Information Privacy and Security
10.1. Privacy Policy. Each party shall maintain, and make publicly available a privacy policy that 1) describes its information collection, use and disclosure practices in sufficient detail such that a reasonable consumer would understand such practices, and 2) contains all other legally-required disclosures, and will comply with such privacy policy.
10.2. Information Security Program. Customer will maintain a comprehensive written information security program which contains appropriate administrative, technical, and physical safeguards to protect the Services and any Data contained in or copied, downloaded, or otherwise derived from the Services (“Service Data”) against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, or disclosure, or unauthorized, unlawful, or accidental loss, acquisition, or damage).
10.3. Security Incident. Customer will notify PDL in writing without undue delay (and in any event within 72 hours) whenever Customer reasonably believes an unauthorized access, acquisition, use, modification, disclosure, loss, or damage to any Service Data, or any other unauthorized processing of Service Data (“Security Incident”) has occurred. After providing notice, Customer will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the Data or information contained in or derived from the Services, and keep PDL informed of the status of the Security Incident and all related matters. Except to the extent required by applicable law or regulatory requirement, Customer may not identify PDL as the source of the Service Data to any third party without PDL’s prior written consent, provided that Customer may make such a disclosure to its consultants or legal advisors without PDL’s prior written consent consistent with Section 5 hereof.
10.4 Compliance with Security Standards. Customer shall regularly test and monitor the effectiveness of its security practices and procedures in the Information Security Program, and will evaluate and adjust its Information Security Program and information security safeguards in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other circumstances that Customer knows or reasonably should know may have a material effect on its Information Security Program and information security safeguards.
Upon request of PDL, Customer shall provide PDL with a copy of its most current third-party information security audit report and/or certification, if any, including but not limited to ISO 27001/27002 certifications, PCI-DSS Attestations of Compliance, and SOC 2 reports.
10.5 Audits. Customer shall allow for and contribute to audits, including inspections, conducted by PDL or another auditor mandated by PDL. PDL may request that Customer provide it with documentation, data, and records (“Records”) relating to Customer’s compliance with this Section 10 (an “Audit”). To the extent PDL uses a third-party representative to conduct the Audit, PDL shall ensure that such third-party representative is bound by obligations of confidentiality no less protective than those contained in this Agreement. PDL shall provide Customer with reasonable advance written notice of its intention to conduct an Audit. PDL shall conduct its Audit in a manner that will result in minimal disruption to Customer’s business operations.
10.6. Data Subject Requests. As applicable, Customer shall provide PDL with any requests it receives from consumers to exercise their rights to opt out, delete or otherwise modify their personal data within the timeframe required by applicable data protection laws after receiving those Subject Data Requests from consumers. PDL shall make consumer requests it receives available to Customer at [https://api.peopledatalabs.com/v5/person/subjectrequest], or an updated version thereof, and to the extent Customer continues to hold any Data from PDL, and this Agreement is in effect, Customer agrees to log in to that database as frequently as required by applicable data protection laws, and apply all such applicable subject data requests to any Data you continue to hold.
11. Intellectual Property and Customer Data
11.1 Customer agrees that, as between the parties, PDL owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by the Services and all Data or information contained in or derived from the Services (other than Customer Data as defined below). PDL grants no rights other than the rights expressly granted to Customer under this Agreement.
11.2 PDL agrees that, as between the parties, Customer owns all data directly provided by Customer to PDL for use with the Services ("Customer Data"). Notwithstanding anything to the contrary in this Agreement, including Section 5 (confidentiality), Customer hereby grants to PDL a license to use such Customer Data for providing Services to Customer during the Subscription Term.
11.3 Customer represents and warrants that (i) Customer Data has been collected, processed and provided to PDL in accordance with all applicable U.S. and international laws, including applicable data protection legislation, and Customer's privacy policy, and (ii) Customer has provided any required notices and obtained any required consents concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data. Customer has taken, and during the term of the Agreement will take, commercially reasonable steps to ensure that consumers as to whom the Customer Data pertains were provided with legally sufficient notice that their personal information would be shared and used for the purposes contemplated herein. Customer also warrants it has provided consumers a way to exercise rights such as, but not limited to, “opt out” of selling or sharing of data for commercial purposes, where required under applicable state law, and has, and will not, provide PDL any data that has been opted out.
12. Regulatory Requirement
If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.
13. Indemnification
13.1 By PDL. PDL will defend, hold harmless, and indemnify Customer and Customer’s affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, alleging that Customer’s use of PDL’s Services as permitted hereunder infringes or misappropriates any copyright, trademark, service mark, trade secret or United States patent of a third party (“IP Infringement Claims”). Notwithstanding the foregoing, PDL shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Customer’s use of the Services other than as contemplated or permitted by this Agreement; (ii) modifications to the Services made by a party other than PDL or its designee; (iii) Customer’s failure to implement updates provided by PDL specifically to avoid infringement; (iv) Customer’s combination or use of the Services with equipment, devices or software not supplied by PDL; or (v) Customer’s use of the Services after notice of an IP Infringement Claim or after PDL has terminated this Agreement. This section provides Customer’s exclusive remedy for any third party infringement claims or remedies. The total indemnification obligation by PDL shall not exceed the annual contract value paid by Customer to PDL in the prior twelve (12) months.
13.2 By Customer. Customer shall defend, hold harmless, and indemnify PDL and its affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, to the extent resulting from or in connection with (i) Customer’s use of the Services or Data in violation of any law or in breach of the Agreement; (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by Customer’s use of PDL services or (iii) violations related to unauthorized access to or use of the Services or Data licensed to Customer.
13.3 Indemnification Procedures. The indemnifying party is responsible for undertaking the defense of any claims and for all negotiations for its settlement or compromise pursuant to this Section; provided, however, it shall allow the indemnified party to provide input with respect to such defense and negotiations. The indemnifying party will not (absent the indemnified party’s prior written consent) enter into any agreement or settlement that: (a) imposes fault or liability against any indemnified party or (b) requires the indemnified party to make any payments or other form of consideration. Nothing in this Agreement restricts or prohibits the indemnified party’s ability to appoint legal counsel of its own choosing.
14. Injunctive Relief
The parties recognize that no remedy at law for damages may be adequate to compensate the injury to PDL for Customer’s breach or threatened breach of Section 2.6 of this Agreement. Accordingly, PDL shall be entitled to seek an injunction restraining Customer in the event of a breach or threatened breach of Section 2.6 of Agreement, to enforce any rights in equity (including regarding disgorgement of revenues), without the need to post any bond or security, and to seek and obtain reasonable attorneys should it be a prevailing party in such an action. The foregoing rights shall be in addition to and shall not preclude the right to assert and obtain any other damages in law or at equity to which either party may be entitled.
15. Miscellaneous
15.1 Independent Contractors. PDL and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between PDL and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for, and shall hold the other harmless from, any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax and workers’ compensation.
15.2 Waiver. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.
15.3 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.
15.4 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
15.5 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.
15.6 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, including Sections 2.2, 2.6, 4, 5, 6.3, 6.4, 6.5, 7, 9, 10, 12, 13, 14, and (to the extent applicable) 15.
15.7 Assignment. Customer may not assign its rights or obligations under this Agreement (including all Order Forms) to a third party without the prior written consent of PDL; provided, however, that Customer shall have the right to assign, with prior consent of PDL, its rights and obligations under this Agreement to any other entity pursuant to a merger, consolidation or reorganization or sale of substantially all of its assets or equity. PDL may freely transfer, assign or delegate this Agreement and/or any Order Form(s) or SOW(s) or its rights and duties under this Agreement and any Order Form(s). This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
15.8 Marketing Materials and Communications. Customer agrees that PDL may utilize Customer’s trademark and/or trade name solely to identify it as a PDL Customer and to explain the Customer use case on the PDL website, in client lists and other marketing materials. Any other uses of Customer’s name and/or logo (other than as included in the Customer content and/or other items furnished to PDL by Customer) shall require Customer’s prior written consent.
15.9 Notices. Unless otherwise specified, any notice or other communication required or permitted to be given hereunder shall be sent via email to privacy@peopledatalabs.com or given in writing and delivered in person, sent by certified mail with the required pre-paid postage and return receipt requested, or delivered by a recognized courier service, shipment charges prepaid, properly addressed to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the Agreement and shall be deemed effective upon receipt.
15.10 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.
15.11 No Third Party Beneficiaries. Except as specifically stated in this Agreement, this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party, and will not confer on any third party any remedy, claim, right of action or other right.
15.12 Governing Law. This Agreement shall be governed by the laws of the State of California (irrespective of its choice of law principles). Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in San Francisco, California in any action, suit or proceeding hereunder.
15.13 Counterparts; Electronic Signature. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument, and a facsimile transmission or electronic delivery of a manual signature (e.g., .pdf) shall be deemed to be an original signature.
15.14 Entire Agreement. This Agreement, together with any Order Forms, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.