Data Reserve AI

Data Services Agreement

Effective Date: February 5, 2026

1. Introduction

This Data Services Agreement ("Agreement") governs the purchase and use of data products from Data Reserve AI L.L.C. ("Provider"), a Wyoming limited liability company. By purchasing, accessing, or using any Data Products from Provider, you ("Customer") agree to be bound by the terms and conditions set forth in this Agreement.

This Agreement, together with any applicable Order Form, constitutes the entire agreement between Customer and Provider regarding the subject matter herein. In the event of any conflict between this Agreement and an Order Form, the Order Form shall control with respect to the specific transaction it governs.

2. Definitions

The following terms shall have the meanings set forth below when used in this Agreement:

  • "Customer" means the individual or entity that purchases or accesses Data Products from Provider under this Agreement.
  • "Data Products" means any data, datasets, data feeds, records, or information products provided by Provider to Customer, including but not limited to consumer data, business data, and intent data.
  • "Order Form" means any written or electronic order or statement of work executed by both parties that references this Agreement and specifies the Data Products, pricing, delivery method, and other transaction-specific terms.
  • "API" means Provider's application programming interface through which Customer may programmatically access Data Products.
  • "Delivery Method" means the method by which Data Products are made available to Customer, including but not limited to API access, SFTP transfer, or secure download portal.
  • "Permitted Purpose" means any lawful use of Data Products that is expressly authorized under Section 4 of this Agreement and does not fall within the Prohibited Uses described in Section 5.

3. License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, revocable license to use Data Products solely for Permitted Purposes as defined herein.

This license does not constitute a sale of Data Products. Provider retains all right, title, and interest in and to the Data Products, including all intellectual property rights therein. Customer acquires no ownership rights in the Data Products by virtue of this Agreement.

The license granted hereunder is conditioned upon Customer's continued compliance with this Agreement. Provider reserves the right to revoke or suspend the license at any time if Customer breaches any term of this Agreement.

4. Permitted Uses

Customer may use Data Products for the following lawful business purposes:

  • Marketing and advertising campaigns
  • Lead generation and prospecting
  • Data enrichment and append services
  • Analytics, modeling, and business intelligence
  • Fraud prevention and identity verification
  • Internal business operations and research

All uses of Data Products must comply with applicable federal, state, and local laws and regulations. Customer is solely responsible for ensuring that its use of Data Products is lawful and in accordance with this Agreement.

5. Prohibited Uses

Customer shall not use, and shall ensure that its employees, agents, and contractors do not use, Data Products for any of the following purposes:

  • FCRA-Regulated Purposes: Any purpose governed by the Fair Credit Reporting Act (FCRA), including but not limited to determining eligibility for credit, insurance, employment, or tenant screening. Data Products are not consumer reports and Provider is not a consumer reporting agency as defined by the FCRA.
  • Harassment and Harmful Activities: Harassment, stalking, doxxing, discrimination, intimidation, or any activity intended to cause harm to individuals.
  • Unsolicited Communications Violations: Any use that violates the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any other applicable telemarketing or electronic communications law.
  • Unauthorized Resale: Resale, sublicensing, redistribution, or transfer of Data Products to any third party without the prior written consent of Provider.
  • Re-identification: Any attempt to re-identify individuals from anonymized, de-identified, or aggregated data.
  • Unlawful Purposes: Any purpose that violates applicable federal, state, local, or international law or regulation.

Violation of this section constitutes a material breach of this Agreement and may result in immediate termination, as set forth in Section 12.

6. Delivery and Format

Data Products will be delivered to Customer via the Delivery Method specified in the applicable Order Form. Available delivery methods include:

  • API Access: Programmatic access via Provider's REST API with authenticated endpoints.
  • SFTP Transfer: Secure file transfer to Customer-designated SFTP servers.
  • Secure Download: Access via Provider's secure download portal with time-limited links.

Data Products are available in the following formats: CSV, JSON, Parquet, and custom formats as mutually agreed upon in the Order Form.

Provider will use commercially reasonable efforts to maintain delivery schedules as specified in the applicable Order Form. Provider shall not be liable for delays caused by circumstances beyond its reasonable control.

7. Data Accuracy

Provider uses commercially reasonable efforts to ensure the accuracy, completeness, and currency of Data Products. However, Provider does not guarantee that Data Products are error-free, complete, or current at all times.

Data Products are provided "as-is" for informational purposes. Customer acknowledges that data may contain inaccuracies, omissions, or outdated information due to the nature of the data sources and the frequency of updates.

Customer is solely responsible for independently verifying any data used for critical business decisions. Provider disclaims all liability arising from Customer's reliance on Data Products without independent verification.

8. Pricing and Payment

Customer shall pay all fees for Data Products as set forth in the applicable Order Form or Provider's published pricing at datareserve.ai/pricing. All fees are denominated in United States Dollars (USD).

  • Payment Terms: All fees are due and payable immediately at the time of purchase, unless otherwise agreed in a separate written agreement.
  • Late Payments: Any amounts not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.
  • Taxes: All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes and duties imposed by any governmental authority with respect to transactions under this Agreement, excluding taxes based on Provider's income.

9. All Sales Final

All fees paid for Data Products are non-refundable. All sales are final. By completing a purchase, Customer acknowledges and agrees that no refunds will be issued for any reason.

For billing inquiries, please contact:

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of performing its obligations under this Agreement. "Confidential Information" includes, without limitation, business plans, technical data, product strategies, pricing, customer lists, and any information designated as confidential by the disclosing party.

Data Products are the Confidential Information of Provider. Customer shall not disclose, publish, or disseminate Data Products to any third party except as expressly permitted under this Agreement or with Provider's prior written consent.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party.

11. Data Security

Customer shall implement and maintain reasonable administrative, technical, and physical security measures to protect Data Products from unauthorized access, use, disclosure, alteration, or destruction. Measures shall be no less protective than those Customer uses for its own confidential information and shall comply with applicable industry standards.

In the event of any actual or suspected data breach, unauthorized access, or security incident involving Data Products, Customer must notify Provider in writing within forty-eight (48) hours of discovery. The notification shall include a description of the incident, the Data Products affected, the measures taken to mitigate harm, and a point of contact for further communication.

12. Term and Termination

This Agreement becomes effective upon Customer's acceptance, purchase of Data Products, or first access to Data Products, whichever occurs first.

  • Termination for Breach: Either party may terminate this Agreement if the other party materially breaches any term and fails to cure such breach within thirty (30) days after receiving written notice thereof.
  • Immediate Termination: Provider may terminate this Agreement immediately, without notice or opportunity to cure, if Customer uses Data Products in violation of applicable law or the Prohibited Uses described in Section 5.
  • Effect of Termination: Upon termination or expiration of this Agreement, Customer must immediately cease all use of Data Products and destroy or return all copies of Data Products in its possession within ninety (90) days. Customer shall certify such destruction in writing upon Provider's request.

13. Representations and Warranties

Each party represents and warrants that:

  • It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
  • The execution and performance of this Agreement does not and will not conflict with any other agreement to which it is a party.

Provider additionally represents and warrants that:

  • Data Products have been collected and compiled in compliance with applicable federal, state, and local laws and regulations.
  • Provider maintains appropriate licenses and authorizations necessary to provide Data Products.

Customer additionally represents and warrants that:

  • Customer will use Data Products in compliance with all applicable federal, state, local, and international laws and regulations.
  • Customer will use Data Products solely in accordance with the terms of this Agreement and any applicable Order Form.
  • Customer has implemented and will maintain appropriate compliance programs to ensure adherence to this Agreement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Indemnification

Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Customer's use of Data Products;
  • Customer's violation of any term or condition of this Agreement;
  • Customer's violation of any applicable law or regulation; or
  • Any third-party claim that Customer's use of Data Products infringes or violates the rights of a third party.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration conducted in Miami-Dade County, Florida. The arbitration shall be administered in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise.

17. Statute of Limitations

Any claim or cause of action arising out of or related to this Agreement or the Data Products must be filed within ONE (1) year after the cause of action accrues. Any claim not filed within this period shall be permanently barred and deemed waived.

18. Equitable and Injunctive Relief

Customer acknowledges that any unauthorized use, disclosure, or misappropriation of Data Products would cause irreparable harm to Provider for which monetary damages would be inadequate. Accordingly, Provider shall be entitled to seek equitable and injunctive relief, including but not limited to temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of posting a bond or other security and without the need to prove actual damages.

Such relief may include, without limitation, disgorgement of any profits derived from the unauthorized use of Data Products. The right to seek equitable and injunctive relief is in addition to any other rights and remedies available to Provider at law or in equity.

19. Class Action Waiver

ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. CUSTOMER HEREBY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING OF ANY KIND. IF ANY CLAIM PROCEEDS IN A COURT OF LAW RATHER THAN THROUGH ARBITRATION, BOTH PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY.

20. Survival

The following sections shall survive any termination or expiration of this Agreement: Section 5 (Prohibited Uses), Section 9 (All Sales Final), Section 10 (Confidentiality), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Governing Law and Dispute Resolution), Section 17 (Statute of Limitations), Section 18 (Equitable and Injunctive Relief), Section 19 (Class Action Waiver), and this Section 20 (Survival).

21. Contact Information

For questions or concerns regarding this Agreement, please contact Data Reserve AI using the information below:

Data Reserve AI L.L.C.
30 N Gould St, Ste N
Sheridan, WY 82801