60 Decibels, Inc., a Delaware corporation (together with its affiliates, “60 Decibels”) provides Lean DataSM consumer data measurement services (the “Services”) for its clients (the “Client” or “Clients”). In performing the Services, 60 Decibels will collect data related to you (the “Company” or “you”). The following are the terms and conditions under which 60 Decibels performs its services.
1. Services. 60 Decibels provides the Services as an Independent Contractor.
2. Your Cooperation. 60 Decibels needs your cooperation to perform the Services. You agree to provide this cooperation as needed.
3. Authorization to Collect Data from Designated Individuals. 60 Decibels will collect consumer data directly from mutually agreed to individuals Parties (“Designated Individuals”). You agree to provide the contact information for all Designated Individuals. You authorize 60 Decibels to contact the Designated Individuals and collect the relevant data and information. You represent and warrant that you have obtained all necessary consents and approvals for 60 Decibels to contact the Designated Individuals and to collect the relevant data and information.
4. Collected Data. 60 Decibels treats the data collected in connection with the Services (the “Collected Data”) as your Confidential Information. After 60 Decibels shares the Collected Data with you, you agree to use it in compliance with applicable laws.
5. 60 Decibels’ Use of Collected Data. You hereby authorize 60 Decibels to use the Collected Data in the following manners:
a. to use the Designated Individual contact information in connection with the Services;
b. to use and reproduce the Collected Data to perform the Services;
c. to use the Collected Data for 60 Decibels’ internal purposes;
d. to anonymize or pseudonymize the Collected Data at the request of a Designated Individual;
e. to anonymize or pseudonymize the Collected Data at 60 Decibels’ discretion;
f. to use the Collected Data in an anonymous and aggregated fashion for any purpose; or
g. to use the Collected Data in any additional manner that you may consent to in the future.
6. The Client’s Use of the Collected Data. As part of the Services, 60 Decibels will share the Collected Data with the Client for whom your participation was requested. You authorize the Client to use and reproduce the Collected Data, however, the Client will not publish the data except in an anonymous and aggregated fashion for noncommercial purposes.
7. The Client’s Intellectual Property. If 60 Decibels produces a report for the Client as part of the Services (“Report”), the Client will be the sole owner of this Report. 60 Decibels will share this Report with you. You agree that you will not use this Report or 60 Decibels’ Intellectual Property to compete with 60 Decibels.
8. 60 Decibels’ Intellectual Property. 60 Decibels may choose to include anonymized or pseudonymized Collected Data in a proprietary database (“Database”). The Client has granted 60 Decibels all rights and permissions necessary to do so. 60 Decibels is the sole and exclusive author and owner of the Database content. Additionally, any technique or methodology (such as report templates and survey questions) 60 Decibels uses to provide the Services is 60 Decibels’ sole and exclusive intellectual property. Nothing in this agreement is meant to grant you any interest in 60 Decibels’ intellectual property.
9. Attribution. You agree to attribute any Report to 60 Decibels.
10. Confidential Information. In providing the Services, you may disclose information to 60 Decibels that you consider confidential (“Confidential Information”). 60 Decibels may use the Confidential Information only to provide the Services. 60 Decibels will use a reasonable degree of care to protect the Confidential Information. Accordingly, 60 Decibels may share the Confidential Information with their employees, directors, agents, or third-party contractors only if they have agreed in writing to keep the Confidential Information confidential. 60 Decibels may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the Client, unless a court orders that the Client not be given notice.
11. Maintaining the Confidentiality of your Collected Data. To maintain the confidentiality of your Confidential Information, 60 Decibels will:
a. segregate Collected Data files separately from their generally accessible files;
b. take such care as it would take with its own commercially sensitive information;
c. limit access to the Collected Data to the 60 Decibels team, including internal and external advisors as well as third-party contractors who have agreed to keep the Collected Data confidential;
d. only use the Collected Data in the manner you have consented to; and
e. not use the Collected Data to compete with you.
12. Publicity. 60 Decibels may publicly disclose your name as a recipient of the Services. 60 Decibels will receive your consent prior to any other disclosure, excepting those required by law.
13. Indemnity. You agree to release, indemnify, and hold 60 Decibels harmless from and against any and all liability, loss, and expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions omissions by you, any of your officers, agents, employees, or affiliates in connection with this agreement.
14. Entire Agreement. This agreement is the entire agreement with you on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. Failure to enforce any of the provisions of this agreement will not constitute a waiver.
15. Severability. All provisions of this agreement are severable. If any provision is held to be invalid or unenforceable in whole or in part, this finding will not affect the validity or enforceability of any other provision in this agreement.
16. Law and Venue. This agreement is governed by the laws of the State of New York, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this agreement shall be the Borough of Manhattan in the County and State of New York.