Last Updated: [01 09 25]
PLATFORM TERMS OF USE
These Terms of Use (“Agreement”) constitute a legal agreement between you and VeridatAI, Inc., a Delaware corporation (“VeridatAI,” “we,” “us,” or “our”), governing the use of the VeridatAI Platform, as defined herein. If you are an individual using the Platform on behalf of another person, whether an individual or a company, you and such person are both bound by the terms of this Agreement. You, any other person that you represent, are collectively referred to as “you.”
BY CREATING AN ACCOUNT, ACCESSING, OR USING THE VERIDATAI PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT USE THE PLATFORM. INITIAL AND CONTINUED USE OF THE VERIDATAI PLATFORM CONSTITUTES ACCEPTANCE OF THIS AGREEMENT AND ESTABLISHES OR RENEWS ITS EFFECTIVE DATE.
BINDING ARBITRATION AND CLASS ACTION WAIVER: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ SECTION 12 CAREFULLY.
1. DEFINITIONS
“Applicable Laws” means all applicable federal, state, local, and international laws, regulations, and rules, including but not limited to data protection laws, privacy laws, export control laws, and intellectual property laws.
“Controller” and “Processor” have the meanings set forth in the EU General Data Protection Regulation 2016/679 (“GDPR”), where applicable.
“Data Provider” means a User offering data for license or sale through the Platform.
“Data Purchaser” means a User seeking to license or purchase data through the Platform.
“Data Subject” means an identified or identifiable natural person to whom Personal Data relates.
“Personal Data” has the meaning set forth in applicable data protection laws, including GDPR.
“Platform” means the VeridatAI Online Mmarketplace and all associated services, software, and technology that facilitate connections between Data Providers and Data Purchasers.
“Transaction” means any agreement, license, sale, or transfer of data negotiated between Data Providers and Data Purchasers through the Platform.
“User,” “you,” or “your” means any individual or entity that creates an account on the Platform, whether as a Data Provider, Data Purchaser, or both.
“User Content” means any data, listings, descriptions, communications, or other content that Users upload, transmit, or share on the Platform.
“VeridatAI,” “we,” “us,” or “our” means VeridatAI, Inc., a Delaware corporation operating solely as a technology platform provider.
2. VERIDATAI'S ROLE AND LIMITATIONS
2.1. PLATFORM OPERATOR ONLY. VeridatAI operates SOLELY as a neutral technology platform that enables Data Providers and Data Purchasers to connect. VeridatAI:
(a) DOES NOT take possession, custody, or control of any data involved in or related to Transactions;
(b) DOES NOT review, verify, validate, or endorse any User Content or data;
(c) DOES NOT guarantee the accuracy, quality, legality, or safety of any data;
(d) OPERATES exclusively as a technical intermediary and does not determine purposes or means of Personal Data processing;
(e) DOES NOT act as a Controller or Processor of Personal Data under GDPR or equivalent comprehensive data privacy laws and regulations and exercises no control over Personal Data processing decisions;
(f) HAS NO access to Personal Data content transferred between Users;
(g) DOES NOT participate in cross-border data transfer mechanisms subject to GDPR Chapter V or equivalent comprehensive data privacy laws and regulations;
(h) DOES NOT participate in Transactions between Users;
(i) DOES NOT serve as a data broker;
(j) DOES NOT provide legal, regulatory, financial, or other professional advice;
(k) IS NOT a party to any agreements between Users;
(l) IS NOT responsible for User compliance with Applicable Laws.
(m)DOES NOT investigate, verify, or monitor the ownership rights or intellectual property status of any data;
(n) RELIES EXCLUSIVELY on User representations and warranties relating to User Content;
(o) HAS NO DUTY to investigate allegations of intellectual property infringement related to Transactions;
(p) QUALIFIES for safe harbor protections under applicable laws for user-generated content and transactions, including, without limitation, Section 230 of the Communications Decency Act of 1996, as amended.
(q) DOES NOT monitor, investigate, or verify ownership of or intellectual property rights related to User Content;
(r) HAS NO constructive knowledge based on data characteristics, pricing, timing, or circumstantial factors;
(s) QUALIFIES for safe harbor protections regarding stolen or breached data absent actual written notice; and
(t) RESPONDS to proper takedown notices but has no obligation to proactively monitor content.
2.2. NO AGENCY RELATIONSHIP. Neither acceptance of this Agreement nor access to or use of the Platform shall establish an agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between VeridatAI and any User. Users act solely on their own behalf and not as agents nor representatives of VeridatAI.
2.3. TECHNOLOGY SERVICES ONLY. VeridatAI provides only:
(a) A searchable marketplace for data listings
(b) Messaging tools for User communications
(c) Template agreements (provided “as-is” without warranty)
(d) Technical infrastructure for the Platform
2.4. SAFE HARBOR PROTECTIONS. VeridatAI operates as an online service provider facilitating user transactions and qualifies for safe harbor protections under:
(a) Digital Millennium Copyright Act (DMCA), Section 512;
(b) Communications Decency Act of 1996 (CDA), Section 230; and
(c) Other applicable immunity provisions for interactive service providers.
2.5. GDPR COMPLIANCE EXCLUSIONS. Where applicable, VeridatAI operates outside the scope of GDPR compliance obligations because VeridatAI:
(a) Does not process Personal Data as defined under GDPR;
(b) Does not determine processing purposes or means;
(c) Qualifies for intermediary service provider protections under applicable EU law;
(d) Shall, under no circumstances, be deemed a Controller, independent Controller, or Joint Controller under GDPR Article 26;
(e) Has no GDPR Article 33/34 breach notification obligations regarding User data;
(f) Bears no responsibility to respond to data subject rights requests under GDPR Articles 15-22, as these must be directed to the relevant Data Provider;
(g) Bears only administrative EU representative designation under GDPR Article 27, creating no substantive processing obligations.
3. USER ACCOUNTS AND ELIGIBILITY
3.1. ACCOUNT CREATION. To use the Platform, you must:
(a) Be at least 18 years old and have legal capacity to enter into binding legal agreements;
(b) Provide accurate, current, and complete information;
(c) Maintain the security of your account credentials;
(d) Promptly update any information to keep it accurate;
(e) Accept full responsibility for all activity under your account;
(f) Be a legal entity in good standing if registering on behalf of an organization.
3.2. ACCOUNT TERMINATION. VeridatAI may, in its sole discretion, immediately terminate or suspend any account, with or without notice, for any reason or no reason, including but not limited to violation of these Terms. VeridatAI has no obligation to provide reasons for termination and no liability for any termination or suspension.
3.3. IDENTITY VERIFICATION. While VeridatAI may request information for identity verification, WE DO NOT GUARANTEE THE IDENTITY, LEGITIMACY, OR CREDIBILITY OF ANY USER. You are solely responsible for verifying the identity and legitimacy of other Users before engaging in Transactions.
4. DATA PROVIDER OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES. BY LISTING DATA ON THE PLATFORM, EACH DATA PROVIDER REPRESENTS AND WARRANTS TO BOTH VERIDATAI AND ALL POTENTIAL DATA PURCHASERS THE FOLLOWING:
4.1. LEGAL COMPLIANCE.
(a) All data was collected, processed, and is being offered in FULL COMPLIANCE with all Applicable Laws, including, without limitation:
i. General Data Protection Regulation (GDPR);
ii. California Consumer Privacy Act (CCPA/CPRA);
iii. All other state comprehensive data privacy laws;
iv. Biometric information privacy laws;
v. Children's Online Privacy Protection Act (COPPA);
vi. Telephone Consumer Protection Act (TCPA);
vii. Fair Credit Reporting Act (FCRA);
viii. Health Insurance Portability and Accountability Act (HIPAA); and
ix. All sector-specific regulations;
(b) All necessary consents, permissions, and legal bases for data collection, processing, and transfer have been properly obtained and documented;
(c) All data subjects have been provided proper notices and their rights have been respected;
(d) No data was obtained through hacking, scraping in violation of terms of service, or any other unlawful means;
(e) The data does not contain information from individuals under the age of 18 (or higher threshold where applicable) unless proper parental consent was obtained.
(f) All cross-border data transfers comply with GDPR Chapter V requirements including adequacy decisions, Standard Contractual Clauses, Binding Corporate Rules, or applicable derogations;
(g) All Data Subject rights under GDPR Articles 15-22 can be properly exercised;
(h) No supervisory authority has questioned the lawfulness of the data processing or transfers;
4.2. CYBERSECURITY AND THEFT COMPLIANCE .
(a) No data was obtained as a result of unauthorized access or exceeding authorized access to computer systems or electronic records, including, without limitation, data breaches, cybersecurity incidents, authorized access to data or systems for unauthorized purposes, hacking, or theft from third parties;
(b) No data is subject to any ongoing criminal investigation, civil litigation, or enforcement action;
(c) Data Provider will immediately notify VeridatAI and affected Data Purchasers within 24 hours of discovering any unauthorized access to or acquisition of User Content;
4.3. INTELLECTUAL PROPERTY.
(a) Data Provider owns or has all necessary rights, licenses, and permissions to offer the User Content;
(b) The User Content does not infringe any intellectual property rights, including copyrights, trademarks, patents, and trade secrets;
(c) If User Content may be used for AI training, all necessary rights from content creators have been obtained;
(d) No confidentiality agreements or contractual restrictions prohibit the Transaction.
4.4. DATA QUALITY AND SECURITY.
(a) All User Content descriptions and representations are accurate and complete;
(b) The User Content is free from viruses, malware, and other types of malicious code;
(c) No material information about the User Content has been omitted;
(d) The User Content has been secured according to industry standards;
(e) Any data breach or security incident involving or related to User Content has been disclosed.
4.5. ONGOING OBLIGATIONS. Data Providers must:
(a) Immediately notify VeridatAI and affected Data Purchasers of any legal claims, investigations, or issues related to User Content;
(b) Maintain comprehensive records demonstrating compliance with this Agreement for at least 7 years;
(c) Cooperate with any legitimate compliance audits by Data Purchasers;
(d) Update listings if any representations become inaccurate;
(e) Maintain adequate insurance coverage, including cyber liability insurance of at least $10 million.
4.6. INDEMNIFICATION BY DATA PROVIDERS. EACH DATA PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VERIDATAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING FROM OR RELATED TO:
(a) Any breach of Data Provider's representations, warranties, or obligations;
(b) Any violation of Applicable Laws related to the data;
(c) Any claims by data subjects, regulators, or third parties;
(d) The inaccuracy, illegality, or harmful nature of the data;
(e) Any Data Purchaser's use of the data in accordance with Data Provider's representations;
(f) Any failure to honor opt-out requests, privacy rights, or consent withdrawals;
(g) Any intellectual property infringement claims;
(h) Any regulatory fines, penalties, or sanctions.
(i) ANY AND ALL THIRD-PARTY CLAIMS, including from non-Users, alleging infringement of intellectual property, privacy, or other rights related to the data;
(j) Claims by original data owners, content creators, or rights holders who are not parties to these Terms;
(k) Any claim that Data Provider lacked sufficient rights, permissions, or authority to offer the data;
(l) Contributory, vicarious, or secondary liability claims against VeridatAI;
(m) ANY supervisory authority investigation, inquiry, or enforcement action under GDPR or other data protection laws;
(n) ANY claims that VeridatAI should be designated as a Controller, Processor, or joint Controller;
(o) ANY data subject complaints or rights requests related to the data;
5. DATA PURCHASER OBLIGATIONS. BY PURCHASING OR LICENSING DATA THROUGH THE PLATFORM, EACH DATA PURCHASER ACKNOWLEDGES AND AGREES:
5.1. DUE DILIGENCE RESPONSIBILITY
(a) YOU ARE SOLELY RESPONSIBLE for evaluating the legality, quality, and suitability of any data before purchase;
(b) VeridatAI makes NO REPRESENTATIONS OR WARRANTIES about any User Content;
(c) You must conduct your own legal review and compliance assessment;
(d) You assume all risks associated with data acquisition and use;
(e) You must verify all Data Provider representations independently.
5.2. COMPLIANCE OBLIGATIONS. Data Purchasers must:
(a) Use all User Content in compliance with Applicable Laws;
(b) Respect all limitations and restrictions on use of User Content;
(c) Implement appropriate security measures;
(d) Honor any obligations to data subjects;
(e) Not use User Content for any unlawful or harmful purposes.
5.3. DIRECT RELATIONSHIP
(a) Your contract for User Content is DIRECTLY WITH THE DATA PROVIDER, not VeridatAI;
(b) All disputes must be resolved directly with the Data Provider;
(c) VeridatAI is not responsible for enforcing any transaction terms;
(d) Payment disputes are between you and the Data Provider.
5.4. INDEMNIFICATION BY DATA PURCHASERS. Each Data Purchaser shall defend, indemnify, and hold harmless VeridatAI and its officers, directors, employees, agents, subsidiaries, affiliates, successors, and assigns from any claims arising from or related to your use of the Platform or any data acquired through the Platform.
6. PROHIBITED ACTIVITIES
6.1. Users SHALL NOT:
(a) Violate any Applicable Laws or regulations;
(b) Provide false or misleading information;
(c) Circumvent or attempt to circumvent Platform security measures;
(d) Use the Platform for any fraudulent or deceptive purposes;
(e) Interfere with or disrupt the Platform's operation;
(f) Attempt to access other Users' accounts or data;
(g) Reverse engineer or attempt to extract the Platform's source code;
(h) Use automated systems or bots without permission;
(i) Harass, threaten, or harm other Users;
(j) Upload malicious code or harmful content;
(k) Infringe any intellectual property rights;
(l) Facilitate any illegal activities;
(m) Hold VeridatAI responsible for User-to-User transactions;
(n) List, offer, or transfer data obtained through cybersecurity breaches, theft, or unauthorized access;
(o) Fail to disclose known cybersecurity incidents affecting listed data; or
(p) Provide data that is subject to ongoing criminal investigations.
6.2. INTELLECTUAL PROPERTY INFRINGEMENT POLICY
(a) VeridatAI respects intellectual property rights and responds to valid infringement notices;
(b) Reported infringement of intellectual property rights may result in account termination at VeridatAI’s sole discretion;
(c) VeridatAI relies entirely on User representations regarding data ownership and rights;
(d) VeridatAI has no independent duty to investigate or verify ownership claims;
(e) Proper DMCA takedown procedures are available at [designated email][MM1] ;
(f) Counter-notification procedures comply with DMCA requirements.
7. PLATFORM FEES
7.1. VeridatAI may charge fees for Platform access or services. All fees are non-refundable unless otherwise specified.
7.2. VeridatAI may modify fees at any time with 30 days' notice.
7.3. Users are responsible for all taxes related to their Platform use and Transactions.
8. INTELLECTUAL PROPERTY
8.1. VeridatAI retains all rights to the Platform and its proprietary technology.
8.2. Users grant VeridatAI a limited license to display User Content on the Platform.
8.3. Users retain ownership of their User Content.
9. DISCLAIMERS
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” VERIDATAI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
(a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTIES REGARDING DATA ACCURACY, QUALITY, OR LEGALITY; (c) WARRANTIES OF NON-INFRINGEMENT; (d) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; (e) ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. (f) VERIDATAI MAKES NO REPRESENTATIONS REGARDING GDPR COMPLIANCE OF ANY DATA OR TRANSACTIONS; (g) USERS ACKNOWLEDGE THAT GDPR COMPLIANCE IS EXCLUSIVELY THEIR RESPONSIBILITY; (h) VERIDATAI'S PLATFORM FACILITATES CONNECTIONS ONLY - NOT DATA PROCESSING ACTIVITIES SUBJECT TO GDPR; (i) VERIDATAI QUALIFIES FOR INTERMEDIARY PROTECTIONS UNDER APPLICABLE EU DATA PROTECTION LAW.
VERIDATAI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT.
10. LIMITATION OF LIABILITY
10.1. NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL VERIDATAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL.
10.2. LIABILITY CAP. VERIDATAI'S TOTAL LIABILITY TO ANY USER SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE FEES PAID BY SUCH USER TO VERIDATAI IN THE 6 MONTHS PRECEDING THE CLAIM.
10.3. REGULATORY FINES. VERIDATAI SHALL HAVE NO LIABILITY FOR ANY REGULATORY FINES, PENALTIES, OR SANCTIONS IMPOSED ON USERS.
10.4. ESSENTIAL TERMS. THESE LIMITATIONS ARE ESSENTIAL TERMS AND VERIDATAI WOULD NOT PROVIDE THE PLATFORM WITHOUT THEM.
10.5. THIRD-PARTY AND VICTIM LIABILITY EXCLUSIONS. VERIDATAI SHALL HAVE NO LIABILITY TO ANY THIRD PARTY (INCLUDING NON-USERS) FOR:
(a) Any User's violation of third-party intellectual property rights;
(b) Any User's lack of authority to offer data through the Platform;
(c) Any transaction between Users involving disputed rights;
(d) Any claim that VeridatAI facilitated, contributed to, or enabled infringement;
(e) Any damages arising from Platform use by persons other than the direct User;
(f) Any data obtained through cybersecurity breaches, theft, or criminal activity;
(g) Any claims by data breach victims, regardless of user status;
(h) Any alleged failure to prevent listing of stolen or breached data;
(i) Any constructive knowledge claims based on circumstantial evidence.
11. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS VERIDATAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS FROM ANY THIRD-PARTY CLAIMS, DAMAGES, LOSSES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO:
(a) Your use of the Platform;
(b) Your User Content;
(c) Your violation of these Terms;
(d) Your violation of any rights of another;
(e) Your violation of Applicable Laws;
(f) Any Transaction you enter into through the Platform;
(g) Any dispute with another User.
12. DISPUTE RESOLUTION
12.1. BINDING ARBITRATION. Any dispute arising from these Terms or your use of the Platform shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall occur in Delaware.
12.2. CLASS ACTION WAIVER. YOU WAIVE ANY RIGHT TO BRING CLAIMS ON A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE BASIS. ARBITRATION CAN ONLY DECIDE YOUR INDIVIDUAL CLAIMS.
12.3. SMALL CLAIMS EXCEPTION. Either party may bring qualifying claims in small claims court.
12.4. INJUNCTIVE RELIEF. VeridatAI may seek injunctive relief in any court for Platform protection.
13. PRIVACY
13.1. VeridatAI's collection of your information is governed by our Privacy Policy[MM2] .
13.2. VeridatAI does not access, store, or process data that is subject to User Transactions.
13.3. Users are solely responsible for their own privacy practices and compliance with all data protection laws, including GDPR.
13.4. All requests from data subjects exercising rights under GDPR Articles 15-22 or other data protection laws shall be directed to the relevant Data Provider. VeridatAI will redirect such requests but has no obligation to respond substantively.
13.5. VeridatAI may cooperate with legitimate supervisory authority requests regarding platform operations but bears no substantive GDPR compliance obligations regarding User data.
14. MODIFICATIONS. VeridatAI may modify these Terms at any time. Continued use after modifications constitutes acceptance. Material changes will be notified via Platform notice or email.
15. GENERAL PROVISIONS
15.1. GOVERNING LAW. These Terms are governed by Delaware law, excluding conflict of laws principles.
15.2. ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and VeridatAI.
15.3. SEVERABILITY. If any provision of this Agreement shall be deemed unenforceable, the remaining provisions shall remain in effect.
15.4. NO WAIVER. No waiver of any provision shall be deemed a further waiver.
15.5. ASSIGNMENT. VeridatAI may assign these Terms. Users may not assign without written consent.
15.6. SURVIVAL. Provisions that by their nature should survive termination shall survive.
15.7. FORCE MAJEURE. VeridatAI is not liable for failures due to circumstances beyond its reasonable control.
15.8. EU LAW PROTECTIONS: For any EU-related disputes, Users acknowledge that VeridatAI qualifies for intermediary protections under applicable EU law and that substantive GDPR obligations rest solely with Controllers and Processors using the platform.
16. TRANSACTION FRAMEWORK
16.1. STANDARD TRANSACTION AGREEMENT. VeridatAI provides a template Transaction Agreement for use between Data Providers and Data Purchasers. This template:
(a) Is provided “AS IS” without any warranty;
(b) Should be reviewed by your own legal counsel;
(c) Can be modified by mutual agreement between parties;
(d) Creates obligations only between Data Providers and Data Purchasers; and
(e) Does not make VeridatAI a party to any Transaction.
16.2. REQUIRED TRANSACTION TERMS. All Transactions must include:
(a) Data Provider warranties regarding legal compliance;
(b) Direct indemnification from Data Provider to Data Purchaser;
(c) Acknowledgment that VeridatAI is not a party;
(d) Agreement that VeridatAI has no liability for the Transaction;
(e) Dispute resolution between the parties without involving VeridatAI.
16.3. PAYMENT PROCESSING. If VeridatAI provides payment processing:
(a) Payments are processed by third-party providers;
(b) VeridatAI is not responsible for payment disputes;
(c) Refunds are solely between Data Providers and Data Purchasers; and
(d) VeridatAI may charge processing fees.
17. DATA PROVIDER COMPLIANCE CERTIFICATION
Before listing any data, Data Providers must certify:
(a) I have read and understood all obligations in Section 4
(b) My data complies with all Applicable Laws
(c) I have all necessary rights and permissions
(d) I have proper insurance coverage
(e) I will indemnify VeridatAI for any claims
(f) All my representations and warranties are true
(g) I understand VeridatAI relies on my compliance
(h) I accept full responsibility for my data
(i) My cross-border data transfers comply with GDPR Chapter V
(j) I can handle all data subject rights requests independently
(k) I acknowledge VeridatAI has no GDPR compliance obligations
(l) I will defend VeridatAI against any supervisory authority actions
FALSE CERTIFICATION MAY RESULT IN IMMEDIATE TERMINATION AND LEGAL ACTION
18. DATA PURCHASER ACKNOWLEDGMENT
Before purchasing any data, Data Purchasers must acknowledge:
(a) I understand VeridatAI makes no warranties about data
(b) I will conduct my own due diligence
(c) I will not hold VeridatAI responsible for data issues
(d) My contract is directly with the Data Provider
(e) I must resolve disputes with the Data Provider
(f) I assume all risks of data acquisition
(g) I will comply with all Applicable Laws
(h) I will indemnify VeridatAI for any claims
(i) I understand VeridatAI is not a Controller or Processor under GDPR
(j) I will handle my own data protection compliance obligations
(k) I will direct any data subject requests to the Data Provider
(l) I acknowledge VeridatAI qualifies for intermediary protections
19. INTELLECTUAL PROPERTY NOTICES AND TAKEDOWNS
19.1. NOTICE PROCEDURE. Rights holders may submit takedown notices to ip-notice@veridatai.com. Valid Notices must include the following:
(a) Identification of copyrighted work or other IP claimed to be infringed;
(b) Identification of allegedly infringing material and its Platform location;
(c) Contact information for rights holder;
(d) Good faith statement that use is not authorized;
(e) Statement of accuracy under penalty of perjury;
(f) Physical or electronic signature of authorized person.
19.2. RESPONSE PROTOCOL. Upon receipt of a Valid Notice, VeridatAI may:
(a) Remove or disable access to allegedly infringing content;
(b) Notify the User who posted the content;
(c) Provide counter-notification procedures;
(d) Terminate infringer’s accounts.
19.3 COUNTER-NOTIFICATION
Users may submit counter-notifications including required DMCA elements.
20.1 STOLEN DATA REPORTING
Users and third parties may report suspected stolen, breached, or unlawfully obtained data to: security-reports@veridatai.com
20.2 VERIDATAI RESPONSE PROTOCOL
Upon receipt of credible evidence of stolen data, VeridatAI may, but is not required to:
(a) Remove or disable access to reported listings;
(b) Suspend associated user accounts;
(c) Notify law enforcement if appropriate;
(d) Preserve relevant records for legal proceedings.
20.3 NO INVESTIGATION DUTY
VeridatAI has NO obligation to:
(a) Investigate the validity of stolen data reports;
(b) Verify the legitimacy of data ownership claims;
(c) Determine whether criminal activity occurred;
(d) Monitor proactively for indicators of stolen data.
20.4 KNOWLEDGE STANDARDS
VeridatAI's knowledge is limited to actual receipt of specific written notice. NO constructive knowledge shall be imputed from:
(a) Data characteristics, volume, or sensitivity;
(b) Pricing below market rates;
(c) Timing coinciding with reported breaches;
(d) User behavior patterns or red flags;
(e) Public reports of cybersecurity incidents.
20.5 SAFE HARBOR FOR RESPONSE ACTIONS
Good faith responses to stolen data reports create no liability to VeridatAI and do not constitute acknowledgment of wrongdoing or establishment of ongoing duties.
21.1 COOPERATION POLICY VeridatAI will cooperate with valid law enforcement requests regarding criminal activities, including data theft and cybersecurity breaches.
21.2 INFORMATION DISCLOSURE User information and transaction records may be disclosed pursuant to: (a) Valid subpoenas, warrants, or court orders; (b) National security letters; (c) Emergency requests involving imminent threat to life or safety.
21.3 NO DUTY TO USERS Such cooperation creates no duty to users or third parties and does not make VeridatAI a party to any criminal or civil proceedings.
21.4 USER WAIVER Users waive any claims against VeridatAI related to good faith law enforcement cooperation or information disclosure.
22. CONTACT INFORMATION
VeridatAI Email: legal@veridatai.com
BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
SCHEDULE A
MODEL TRANSACTION AGREEMENT
IMPORTANT NOTICE: This model agreement is provided by VeridatAI Corporation solely as a courtesy to Platform users. VeridatAI makes no representations or warranties regarding this template's suitability, completeness, or legal sufficiency. Users must consult their own legal counsel before using this template. VeridatAI is not a party to any agreement created using this template and assumes no responsibility or liability for any transaction.
DATA TRANSACTION AGREEMENT
EFFECTIVE DATE: ____________, 20__
BETWEEN:
DATA PROVIDER: ___________________________ A _____________ [entity type] organized under the laws of _____________, with a primary place of business located at [Address: _____________________________________] and who may be contacted at [Email: ______________________________________] (“Data Provider”).
AND
DATA PURCHASER: __________________________ A _____________ [entity type] organized under the laws of _____________, with a primary place of business located at [Address: _____________________________________] and who may be contacted at [Email: ______________________________________] (“Data Purchaser”).
(Each a “Party” and collectively the “Parties”)
RECITALS:
WHEREAS, the Parties connected through the VeridatAI Platform, which serves solely as a technology marketplace;
WHEREAS, Data Provider represents that it possesses certain data in full compliance with all applicable laws;
WHEREAS, Data Purchaser desires to license such data based on Data Provider's representations and warranties;
WHEREAS, the Parties acknowledge that VeridatAI Corporation is not a party to this Agreement and bears no responsibility for this transaction;
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree:
1. DEFINITIONS
1.1 “Licensed Data” means the data described in Exhibit A, which Data Provider represents was collected and processed in full compliance with all Applicable Laws.
1.2 “Applicable Laws” means all applicable federal, state, local, and international laws, regulations, directives, and rules, including but not limited to: GDPR, CCPA/CPRA, all U.S. state privacy laws, COPPA, TCPA, FCRA, HIPAA, biometric privacy laws, data breach notification laws, and all sector-specific regulations.
1.3 “Permitted Use” means the specific uses of Licensed Data as set forth in Exhibit B, which Data Provider warrants are legally permissible.
1.4 “Personal Data” means any information relating to an identified or identifiable natural person.
1.5 “Data Subject” means the individual to whom Personal Data relates.
2. GRANT OF LICENSE
2.1 License Grant. Subject to the terms hereof and Data Purchaser's reliance on Data Provider's representations, Data Provider grants Data Purchaser a [non-exclusive/exclusive], [non-transferable/transferable], [worldwide/limited territory] license to use the Licensed Data solely for the Permitted Use.
2.2 Restrictions. Data Purchaser shall not: (a) Use Licensed Data for any unlawful purpose; (b) Re-identify anonymized data without authorization; (c) Violate any restrictions in Exhibit B; (d) Use Licensed Data in violation of Data Provider's representations regarding lawful use.
3. DATA PROVIDER REPRESENTATIONS AND WARRANTIES
DATA PROVIDER REPRESENTS, WARRANTS, AND COVENANTS THAT:
3.1 LEGAL COMPLIANCE
(a) All Licensed Data was collected, processed, and is being transferred in FULL COMPLIANCE with ALL Applicable Laws, including but not limited to:
(b) All necessary consents, permissions, and opt-ins have been obtained and Data Provider maintains documented proof for at least 7 years;
(c) All required notices were provided to Data Subjects, including clear disclosure of data sharing/sale;
(d) All Data Subject rights have been respected, including opt-out requests and deletion rights;
(e) No Licensed Data was obtained unlawfully, including through hacking, improper scraping, or breach of contract;
(f) The Licensed Data is accurate and Data Provider has not knowingly included false or misleading information.
3.2 INTELLECTUAL PROPERTY
(a) Data Provider owns or has all necessary rights to license the Licensed Data;
(b) The Licensed Data does not infringe any third-party intellectual property rights;
(c) If Licensed Data may be used for AI/ML training, all necessary rights have been obtained from content creators;
(d) No confidentiality agreements prohibit this transaction.
3.3 REGULATORY COMPLIANCE
(a) Data Provider is not subject to any regulatory investigation related to its data practices;
(b) No regulatory authority has questioned the legality of the Licensed Data;
(c) Data Provider will immediately notify Data Purchaser of any regulatory inquiry;
(d) Data Provider has implemented privacy-by-design principles.
3.4 DATA SECURITY
(a) Licensed Data has been secured according to industry standards;
(b) No data breach has affected the Licensed Data, or any breach has been fully disclosed;
(c) The Licensed Data is free from malicious code;
(d) Appropriate de-identification techniques have been applied where represented.
3.5 SPECIFIC COMPLIANCE AREAS
(a) Biometric Data: If applicable, compliance with all state biometric laws including retention limits and destruction requirements;
(b) Geolocation Data: If applicable, explicit opt-in consent was obtained with clear purpose disclosure;
(c) Health Data: If applicable, compliance with HIPAA and state health privacy laws;
(d) Financial Data: If applicable, compliance with FCRA, GLBA, and applicable financial privacy laws;
(e) Cross-Border Transfers: All necessary mechanisms for lawful international data transfers are in place.
3.6 DOCUMENTATION
Data Provider maintains and will provide upon reasonable request:
4. DATA PURCHASER ACKNOWLEDGMENTS
DATA PURCHASER ACKNOWLEDGES AND AGREES:
4.1 Data Purchaser has conducted its own due diligence on the Licensed Data;
4.2 Data Purchaser will use Licensed Data in compliance with all Applicable Laws;
4.3 Data Purchaser has the necessary technical and organizational measures to secure the Licensed Data;
4.4 Data Purchaser will not hold VeridatAI responsible for any aspect of this transaction;
4.5 Data Purchaser's remedies for any issues are solely against Data Provider.
5. PRICE AND PAYMENT
5.1 Price: $__________ for the Licensed Data as described in Exhibit A.
5.2 Payment Terms: [Payment terms between parties - VeridatAI is not involved in payment]
5.3 Taxes: Each Party responsible for its own tax obligations.
6. INDEMNIFICATION
6.1 DATA PROVIDER INDEMNIFICATION
DATA PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VERIDATAI AND DATA PURCHASER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO:
(a) Any breach of Data Provider's representations or warranties; (b) Any violation of Applicable Laws related to the Licensed Data; (c) Any inaccuracy or unlawful aspect of the Licensed Data; (d) Any claim by a Data Subject, regulator, or third party regarding the Licensed Data; (e) Any intellectual property infringement; (f) Any regulatory investigation, fine, or penalty; (g) Any failure to obtain proper consents or provide proper notices; (h) Any data breach occurring before delivery to Data Purchaser; (i) Any claim that the Licensed Data was unlawfully collected or processed; (j) Any violation of privacy or data protection rights.
6.2 DATA PURCHASER INDEMNIFICATION
DATA PURCHASER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VERIDATAI DATA PROVIDER FROM CLAIMS ARISING SOLELY FROM DATA PURCHASER'S: (A) USE OF LICENSED DATA BEYOND THE PERMITTED USE; (B) VIOLATION OF THIS AGREEMENT'S RESTRICTIONS; (C) COMBINATION OF LICENSED DATA WITH OTHER DATA IN AN UNLAWFUL MANNER; (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
6.3 VERIDATAI NON-LIABILITY
THE PARTIES ACKNOWLEDGE AND AGREE THAT VERIDATAI CORPORATION:
6.4 THIRD-PARTY CLAIMS PROTECTION
THE PARTIES AGREE THAT: (a) VeridatAI qualifies for all available safe harbor and immunity protections; (b) Any third-party claims related to this transaction are solely against the Parties; (c) The Parties will intervene in any lawsuit against VeridatAI to defend VeridatAI's non-liability; (d) This Agreement creates enforceable third-party beneficiary rights for VeridatAI; (e) Indemnification obligations run to the benefit of VeridatAI and are enforceable by VeridatAI. (f) Any GDPR supervisory authority enforcement actions are solely against the Parties; (g) VeridatAI operates outside GDPR Controller/Processor obligations; (h) Data subject rights requests will be handled directly between Parties;
7. INSURANCE
7.1 Data Provider maintains:
7.2 Data Provider will provide certificates of insurance upon request.
8. TERM AND TERMINATION
8.1 Term: This Agreement begins on the Effective Date and continues [define term].
8.2 Termination for Breach: Either Party may terminate for material breach not cured within 30 days of notice.
8.3 Immediate Termination: Data Purchaser may terminate immediately if:
8.4 Effect of Termination: Upon termination, Data Purchaser shall cease using Licensed Data unless otherwise agreed.
9. CONFIDENTIALITY
9.1 Each Party shall maintain the confidentiality of the other's Confidential Information.
9.2 This obligation survives termination for 5 years.
10. DISPUTE RESOLUTION
10.1 The Parties shall first attempt good faith negotiation.
10.2 If negotiation fails, disputes shall be resolved through binding arbitration under AAA Commercial Rules.
10.3 Arbitration shall occur in [location].
10.4 The prevailing party may recover reasonable attorneys' fees.
11. LIMITATION OF LIABILITY
11.1 Neither Party liable for consequential, indirect, or punitive damages.
11.2 Data Provider's liability shall not exceed [higher of 12 months fees or $500,000].
11.3 These limitations do not apply to:
12. GENERAL PROVISIONS
12.1 Governing Law: [State] law governs, excluding conflicts provisions.
12.2 Entire Agreement: This Agreement supersedes all prior agreements.
12.3 Amendment: Amendments must be in writing, signed by both Parties.
12.4 Assignment: Neither Party may assign without written consent.
12.5 Severability: Invalid provisions shall be modified to be enforceable.
12.6 No Third-Party Beneficiaries: Except for indemnified parties, no third-party beneficiaries exist.
12.7 Force Majeure: Neither Party liable for failures due to circumstances beyond reasonable control.
12.8 Notices: All notices shall be in writing to the addresses above.
12.9 Counterparts: May be executed in counterparts.
13. COMPLIANCE AUDIT RIGHTS
13.1 Data Purchaser may audit Data Provider's compliance annually with 30 days' notice.
13.2 If material non-compliance found, Data Provider pays audit costs.
13.3 Data Provider shall remediate any findings within 30 days.
14. DATA SECURITY REQUIREMENTS
14.1 Data Provider has implemented:
14.2 Data breach notification within 24 hours of discovery.
15. REQUIRED ACKNOWLEDGMENTS
By signing below, each Party acknowledges:
☐ This Agreement is solely between Data Provider and Data Purchaser ☐ VeridatAI is not a party and has no liability ☐ Each Party has conducted its own legal review ☐ Data Provider's warranties are the basis of this transaction ☐ All disputes must be resolved between the Parties
DATA PROVIDER:
By: _________________________________ Name: _______________________________ Title: ______________________________ Date: _______________________________
DATA PURCHASER:
By: _________________________________ Name: _______________________________ Title: ______________________________ Date: _______________________________
EXHIBIT A: LICENSED DATA DESCRIPTION
1. Data Categories: [Detailed description of data types, fields, and volume]
2. Data Sources: [How data was collected]
3. Date Range: [Time period covered]
4. Geographic Coverage: [Regions included]
5. Number of Records: [Volume details]
6. Format: [File formats and structure]
7. Delivery Method: [How data will be transferred]
8. Special Characteristics: ☐ Contains Personal Data ☐ Contains Sensitive Personal Data ☐ Contains Biometric Data ☐ Contains Geolocation Data ☐ Contains Health Information ☐ Contains Financial Information ☐ Includes EU/UK/Swiss Data ☐ May be used for AI/ML Training
9. Compliance Documentation Provided: ☐ Privacy notices used ☐ Consent mechanisms ☐ Data flow diagrams ☐ Security assessment results ☐ Legal compliance opinion
EXHIBIT B: PERMITTED USE
1. Authorized Uses: [Specific permitted uses]
2. Prohibited Uses: [Specific restrictions]
3. Usage Limitations:
4. Data Retention: [How long Data Purchaser may retain]
5. Data Deletion: [Requirements for deletion]
6. Compliance Requirements: [Specific legal requirements for use]
END OF TEMPLATE
DISCLAIMER: This template is provided “as is” by VeridatAI solely as a courtesy. VeridatAI makes no warranties about its legal sufficiency. Users must consult their own legal counsel. VeridatAI is not a party to agreements created using this template.
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