DATA LICENSE / EULA

Data License / EULA

This document is a working draft. Questions: hello@cmdt.ai.

This Standard Data License Agreement (“Agreement”) is entered into between CMDT AI Inc. (“CMDT”) and the customer identified in the applicable Order Form (“Customer”). This Agreement governs Customer's access to and use of the CMDT Benchmark, the CMDT Visualization platform, and CMDT AI (collectively, the “Services”), as further defined in each Order Form. Where an Order Form conflicts with this Agreement, the Order Form controls for that engagement only.

1. License Grant and Scope

Subject to Customer's compliance with this Agreement and payment of applicable fees, CMDT grants Customer a non-exclusive, non-assignable, non-sublicensable, and revocable license to access and use the Services solely for Customer's internal business operations. Use of the Services is limited to the specific parameters identified in the Order Form, which may include named users, business units, or authorized locations. Use outside those parameters requires an amended Order Form.

2. Usage Restrictions

Customer shall not, and shall not permit any third party to:

• Decompile, reverse-engineer, or otherwise attempt to derive the underlying data corpus, ontology, or methodology from the Services, or use the Services to populate a separate database;
• Redistribute, sublicense, resell, or otherwise make the Services or any Service output available to any third party, including any affiliate not identified in the Order Form;
• Use the Services or any Service output to create a competing water data, benchmark, or index product, or to create a passively managed fund, index-linked derivative, or other financial instrument referencing the Benchmark, without a separate written license from CMDT covering that use;
• Use the Services, or any data or output derived from them, to train, fine-tune, or otherwise develop an artificial intelligence, machine learning, or large language model, except under an approved configuration expressly authorized in writing by CMDT.

3. Redistribution and Commercial Use

The license granted under this Agreement is for Customer's internal business operations only. Customer may not redistribute, white-label, or otherwise make the Services available to Customer's own clients or the public.

4. Citation of CMDT Data

Customer may reference the Benchmark or other Service outputs in its own external materials only in accordance with CMDT's citation policy then in effect, and must include attribution to CMDT as the source. Customer may not present CMDT data in a manner that implies CMDT's endorsement of Customer's products or strategies.

5. Fees and Payment

Customer shall pay the fees set out in the applicable Order Form. Except as otherwise stated in the Order Form, fees are non-refundable and due in accordance with the payment terms specified there.

6. Compliance Verification

No more than once in any twelve-month period, or promptly following a reasonably suspected breach, CMDT may, upon thirty (30) days' written notice, audit Customer's records and systems to verify compliance with the license scope and usage restrictions in this Agreement.

7. Data Sources, MNPI, and Accuracy

CMDT compiles the Services from public-record sources and public government data feeds. CMDT does not knowingly collect or incorporate material non-public information, confidential corporate information, or information obtained from insiders into the Services. CMDT does not warrant the completeness, accuracy, or timeliness of any underlying source data.

8. CMDT AI Query Data

CMDT does not use queries submitted by Customer's personnel to CMDT AI, or any other data Customer submits through the Services, to train or improve CMDT AI or any other CMDT product, except with Customer's prior written consent. This exclusion applies from the outset of Customer's access to the Services and is not affected by the Initial Development Period query review practices that apply to trial tier users under the CMDT Terms & Conditions. Notwithstanding the foregoing, CMDT may use automated tools to monitor queries for attempts to extract the underlying data corpus, exceed usage limits under Section 1, or otherwise breach this Agreement, and may retain a flagged query for a longer period than an unflagged query for that purpose.

9. Data Protection

To the extent Customer's personnel access the Services under named user accounts, CMDT's handling of the related personal information is governed by the CMDT Privacy Policy and, where applicable, a Data Processing Addendum incorporated as an exhibit to this Agreement. CMDT reserves the right to monitor account-level usage to detect credential sharing across named users. CMDT AI accepts open-ended text queries. Customer is responsible for instructing its personnel not to enter personal information about themselves or a third party into a query beyond what is necessary to ask the question. Any personal information incidentally included in a query is handled as part of the query content described in Section 8 and the CMDT Privacy Policy.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE ANY PARTICULAR INVESTMENT OR BUSINESS OUTCOME. The Services do not constitute investment, financial, tax, or legal advice. Customer represents that it is a sophisticated participant capable of evaluating the merits and risks of any decision made in connection with its use of the Services, and that any such decision is made independently and not in reliance on CMDT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM OR RELATED TO THIS AGREEMENT. CMDT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO CMDT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

12. Term, Termination, and Data Deletion

This Agreement remains in effect for the term specified in the Order Form and will renew as specified there unless either party provides notice of non-renewal. Either party may terminate for the other party's uncured material breach. Upon expiration or termination, Customer shall immediately cease use of the Services and, within a reasonable period, delete or return all CMDT proprietary data sets in its possession, except to the extent Customer is required by law or regulation to retain them for archival purposes, in which case those retained copies remain subject to the confidentiality and usage restrictions of this Agreement. Customer shall provide CMDT with written certification, signed by an authorized representative of Customer, confirming that such deletion or return has occurred.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, resulting from causes beyond that party's reasonable control, including acts of God, natural disaster, war, terrorism, riot, labor dispute, government action, internet or utility failure, or failure of a third-party service on which the Services depend.

14. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

15. Notices

Notices under this Agreement shall be sent to the addresses specified in the applicable Order Form.