Master Product and Services Agreement
This Master Product and Services Agreement (“Agreement”) is entered by and between Yipit, LLC, a limited liability company organized in the state of Delaware, with its principal place of business at 19 West 44th St, Fl 16, New York, NY 10036 and its affiliates (“YipitData”) and the entity identified as Customer on the applicable Order Schedule (“Customer”). This Agreement provides the terms and conditions under which YipitData will provide any products and/or services to Customer (each, including any data and analysis therein, a “Product”).
1. Entire Agreement. This Agreement consists of this document and all Order Schedules. If this document conflicts with any Order Schedule, the Order Schedule controls. This Agreement is the entire agreement of the parties and replaces all other understandings or agreements (whether oral or written) regarding this subject matter.
2. Product License. Subject to the terms, conditions, and restrictions of this Agreement, YipitData grants to Customer a non-exclusive, non-transferable, non-sublicensable license for Customer and its Authorized Users: (a) to make limited copies and excerpts from the Products listed on the applicable Order Schedule solely for internal presentations and reports to be shared with Authorized Users; and (b) to use the Products listed on the applicable Order Schedule solely for lawful, internal purposes, for the benefit of Authorized Users and not for the benefit of a third party. Customer and its Authorized Users must not reproduce or distribute any Product or excerpts of a Product externally without YipitData’s prior written consent in each case. Authorized Users are defined on the applicable Order Schedule.
3. Proprietary Rights; Feedback. Customer acknowledges that each Product and all associated intellectual property rights, in whole and in part, remain the exclusive property of YipitData and/or YipitData’s third-party data licensors. The Products are licensed, not sold, to Customer. Except for the limited license expressly granted to Customer in Section 2, this Agreement does not grant Customer any rights in the Products. Customer and its Authorized Users agree that without liability or obligation to Customer or its Authorized Users, YipitData may freely use and incorporate into its Products, services, technologies, and other data products any suggestion, enhancement request, recommendation, correction or other feedback from Customer or its Authorized Users regarding any Product. Customer acknowledges and agrees that nothing in this Agreement prevents YipitData from providing the Products or similar information to other customers of YipitData. YipitData is not required to notify Customer of any arrangement whereby YipitData provides any information or access to the Products to another customer or third party.
4. Restrictions; Additional Terms.
a. General. Customer may not, and will not permit any third party to: (a) sell, offer to sell, license, display, transmit, publish, or distribute, in any manner, any Product, in whole or in part, to any third party for any purpose, (b) use any Product, in whole or in part, to build a database for resale or for access by or for a third party, (c) publicly disseminate analysis relating to any Product except with YipitData’s prior written consent in each case, (d) use any Product in violation of any applicable law, (e) interfere with or disrupt the integrity or performance of any Product or the systems or networks through which YipitData provides the Products, (f) incorporate any Product, in whole or in part, into a third-party or open large language model that may be used for any purpose other than for Customer's internal use, (g) use any Product, in whole or in part, to train any software or algorithm that may be used by any party other than Customer, or (h) provide any Product to any person or entity that is: (i) included on any list of sanctioned entities maintained by the United Nations, the United States, or the European Union; (ii) owned or controlled by, or acting on behalf of, any such person or entity; or (iii) organized, located or ordinarily resident in any country or territory subject to economic sanctions laws administered or enforced by the United States, the European Union or its member states, the United Nations, or the United Kingdom.
b. Prohibition on Re-Identification.
i. Of Natural Persons. Customer will not attempt to or actually re-identify any natural person from the Products or take any actions with respect to the Products that would make it likely one could identify a natural person from the Products. In particular, Customer will not (a) attempt to re-identify any previously aggregated, deidentified, or anonymized data, or (b) combine the Products with other data or otherwise process the Products to create “personal data” or “personal information,” as defined in applicable law. Customer will not enable or assist any third party to attempt the same.
ii. Of Data Sources. Customer understands and agrees that the Products may be compiled and produced using source data from third parties. Customer will not (a) attempt to re-identify sources from any previously aggregated, deidentified, or anonymized data or (b) combine the Products or any excerpt or component of a Product with other data to re-identify a data source. Customer will not enable or assist any third party to attempt the same.
c. Portal Terms. If Customer accesses any of the Products via the Signals Portal, the terms of use for the Signals Portal at https://signals.yipitdata.com/terms (“Signals Portal Terms”) are incorporated herein by reference. This Agreement governs any inconsistency between a term in the Signals Portal Terms and a term in this Agreement.
d. 28 CFR part 202. If applicable, with respect to the Products licensed under this Agreement, Customer will comply with 28 CFR part 202. Accordingly, Customer represents that (a) Customer, (b) any of Customer’s affiliates entitled to receive Products under this Agreement, and (c) all Authorized Users (collectively, “Potential Users”) are each “U.S. persons” and that no Potential User has been designated as a “covered person” as such terms are defined in 28 CFR part 202. To the extent that Customer cannot make the foregoing representations, then with respect to all Products licensed under this Agreement, Customer agrees that Potential Users will not engage in any selling, licensing of, access to, data brokerage, or other similar commercial transactions involving the Products with any country of concern or covered person. Further, where Customer knows or suspects that a country of concern or covered person has gained access to the Products through a data brokerage transaction, Customer will immediately inform YipitData. In the preceding sentences, the terms “bulk U.S. sensitive personal data,” “data brokerage,” “country of concern,” and “covered person” have the meanings ascribed to them in 28 CFR part 202. Failure to comply with these provisions will constitute a breach of this Agreement and may constitute a violation of 28 CFR part 202. Customer agrees to periodically certify to YipitData in writing Customer’s compliance with 28 CFR part 202, as may be reasonably requested by YipitData.
5. Privacy. Customer acknowledges that with respect to the Products, YipitData may take commercially reasonable steps to safeguard user privacy and handle personal data in compliance with applicable data protection law and best practices. In particular, and without limitation, YipitData may need to redact, suppress or modify some or all of the following from any Product before delivery to Customer: certain transactions, certain data fields on some transactions, and data from certain users.
6. Security. Each party will use industry standard and, at a minimum, commercially reasonable administrative, technical, and physical safeguards to protect the Products from unauthorized or unlawful disclosure, use, or access or accidental loss, destruction, or damage (a “Security Breach”). These safeguards must be comparable to the measures each party implements to protect its own sensitive data and valuable trade secrets. If a party experiences a Security Breach involving systems, technology or data exchanged between the parties under this Agreement, or becomes aware of any act or omission that materially compromises the security, confidentiality, or integrity of the Products in Customer’s subscription, the affected party will (a) promptly notify the other party of the facts and circumstances of the Security Breach or the relevant act or omission, and (b) work with the other party in good faith to take corrective action to stop and/or mitigate the Security Breach or the relevant act or omission.
7. Payment Terms. Customer will pay all applicable fees stated in the Order Schedule (“Fees”). Unless the applicable Order Schedule states otherwise, Fees for each Product are due in advance on a yearly basis. Unless the applicable Order Schedule or this Agreement states otherwise, all Fees are quoted and payable in United States dollars and are non-cancelable and non-refundable. YipitData may suspend past due accounts and levy a finance charge of the lesser of (a) 1.5% per month or (b) the maximum permitted by law. Customer will reimburse YipitData for all costs and expenses attributable to any collection effort. Customer is responsible for all taxes and surcharges imposed on the Products and services provided under this Agreement, excluding taxes based on YipitData's income. Promptly upon termination of this Agreement and/or the Order Schedules, Customer will pay in full any balance due on Customer’s account.
8. Confidentiality. Customer and its Authorized Users will treat each Product, any information conveyed in connection with a Product, and the terms of this Agreement as YipitData's confidential information, protecting it from unauthorized use or disclosure by exercising at least the same degree of care Customer and its Authorized Users use to protect its own similar information but in no event less than a reasonable degree of care. YipitData will treat the fact of Customer and its Authorized Users’ receipt of the Products from YipitData and all non-public information disclosed by Customer and its Authorized Users pursuant to this Agreement as Customer’s confidential information, protecting it from unauthorized use or disclosure by exercising at least the same degree of care YipitData uses to protect its own confidential information but in no event less than a reasonable degree of care. YipitData’s and Customer’s obligations do not apply to any information that: (a) is in the public domain at the time of its communication; (b) is independently developed; (c) enters the public domain through no fault of either party; or (d) is already in the receiving party’s possession free of any obligation of confidentiality when disclosed by the other party. In addition, this provision does not prohibit either party from disclosing the other party’s confidential information (i) in response to a court order or as otherwise required by law, provided that, if legally permissible, such party first provides the other party with reasonable prior notice and seeks, or provides the other party with an opportunity to seek, a protective order or confidential treatment of the confidential information; (ii) for purposes of consultation with its attorneys and financial advisors; and (iii) to enforce its rights in court. YipitData and Customer and its Authorized Users agree that neither party owes any type of fiduciary duty to the other party.
9. Data Accuracy. YipitData compiles, categorizes, and generates the Products in a variety of methods, using variable inputs, such that each Product is continually evolving. During the term of this Agreement, data points, quality, format, and coverage may vary, as determined in YipitData's sole discretion. Any use or reliance upon the Products is at Customer’s and its Authorized Users’ own risk. YipitData does not verify the completeness, accuracy, or authenticity of the Products. The mix and content of specific Products may vary, and the availability of any specific Product at any given time is not guaranteed.
10. Investments. Customer and its Authorized Users acknowledge and agree that the information, methodologies and data that comprise the Products are provided for informational purposes only and (a) do not constitute investment advice; (b) cannot be interpreted as an offer or indication to buy or sell securities, to select a project, or to make any kind of business transactions; (c) do not represent an assessment of the economic performance, financial obligations or creditworthiness of any issuer of securities; and (d) are not a substitute for professional advice. Customer further acknowledges and understands that past performance is no guarantee of future results.
11. Representations and Warranties; Indemnification.
a. Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has all requisite legal and corporate power and authority to perform its obligations under this Agreement; (b) it has taken all corporate action necessary for the authorization, execution and delivery of this Agreement; (c) it has obtained and shall maintain all rights, approvals, licenses, certifications, accreditations and consents necessary to perform its obligations under this Agreement; and (d) it has complied and will comply with all applicable laws governing bribery, money laundering, and other corrupt practices, including the US Foreign Corrupt Practices Act and the UK Bribery Act.
b. Customer Representations and Warranties. Customer further represents and warrants that: (a) it and its Authorized Users will not disclose any information to YipitData in violation of any applicable law or regulation, including confidential or material non-public information with respect to any company or entity; and (b) it and its Authorized Users will use the information provided in the Products only for purposes and in ways that are consistent with all applicable legal requirements. If Customer is an investment firm, including but not limited to a hedge fund, private equity firm, venture capital firm, or other entity primarily engaged in the business of making or managing investments in securities or other assets, then Customer further represents and warrants that (c) it has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of any company to which any of the Products relate; (d) it and its Authorized Users will rely solely upon their own independent investigation and will not at any time rely on any communication (written or oral) by YipitData or any of its affiliates as investment advice, or as a recommendation to buy or sell securities, select a project, or make any kind of business transaction; and (e) Customer is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933 and has the knowledge, skill and experience in business, financial and investment matters to evaluate the risk and merit of an investment or other business transaction.
c. YipitData Representations and Warranties. YipitData further represents, warrants and covenants that: (a) to the extent that YipitData engages in “scraping”, “spidering” “crawling” or similar practices, including using automated systems and/or software, to extract data, any such extraction of data is in compliance with all applicable laws; (b) the Products and the use, disclosure and/or resale to Customer will comply with all applicable laws and regulations and do not violate any duty, covenant or obligation owed to any third party; (c) it will use commercially reasonable efforts to ensure any Products delivered to Customer do not contain any “personal data” or “personal information,” as defined in applicable law, provided that certain Products may contain pseudonymized “personal data” or “personal information”; (d) the Products do not contain material non-public information as defined under the United States securities laws; and (e) there are no approvals from any governmental agency or authority which are required for the execution, delivery and performance by YipitData of this agreement and the transactions contemplated hereby.
d. YipitData Indemnity. Subject to the limits in this Agreement, YipitData shall indemnify, defend and hold harmless Customer from and against any third-party claim, action, suit, demand, judgment, settlement, loss, fine, cost, or expense (including reasonable attorneys’ fees and expenses) (each, a “Claim”), alleging that Customer’s use of the Products in accordance with this Agreement violates or infringes the intellectual property rights of a third party. YipitData’s obligations under this Section 11(d) do not apply to any Claims arising out of or relating to any of the following: (a) the combination of a Product with any other software, products, equipment, component, process or material in a manner not provided by YipitData; (b) any modification to a Product to the extent the alleged infringement arises from such modification; or (c) use of a Product in a manner not permitted by or in breach of this Agreement. If any of the Products are, or in YipitData’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if Customer's use of any Product or portion thereof is enjoined or threatened to be enjoined for an alleged violation of a third-party intellectual property right, YipitData may, at its option and sole cost and expense: (i) obtain the right for Customer to continue to use the affected portion of the Product materially as contemplated by this Agreement; (ii) modify or replace the Product, in whole or in part, to seek to make the Product (as so modified or replaced) non-infringing while providing materially equivalent features and functionality; or, (iii) if YipitData determines that neither of the foregoing two options are reasonably available, YipitData may, in its sole discretion, by written notice to Customer, terminate this Agreement as to the affected Product and require Customer to immediately cease all use of the affected Product or part or feature thereof, provided that YipitData will refund to Customer a pro rata portion of the Fees prepaid and unused by Customer as of the termination date. This Section 11(d) constitutes YipitData’s sole liability and Customer’s sole remedy for any Claims relating to infringement of intellectual property rights by a Product.
e. Customer Indemnity. Customer shall indemnify, defend and hold harmless YipitData and its officers, directors, employees and agents from and against any Claim arising out of Customer’s use of the Products in violation of applicable law or breach of contract.
f. Indemnity Procedures. The party seeking indemnification shall: (a) provide the indemnifying party with prompt written notice of any such Claim, (b) reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, and (c) give the indemnifying party sole control over the defense and/or settlement of any such Claim, provided that the indemnifying party shall not settle a Claim that results in an admission of wrongdoing or any liability to the indemnified party without the indemnified party’s consent.
12. Disclaimer of Additional Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YIPITDATA DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS (OR ANY PART THEREOF). ALL PRODUCTS PROVIDED BY YIPITDATA TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND YIPITDATA DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCTS (OR ANY PART THEREOF) CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. YIPITDATA MAKES NO WARRANTIES UNDER THESE TERMS WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, HARDWARE OR OTHER PRODUCTS USED BY CUSTOMER IN CONNECTION WITH THE PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, YIPITDATA DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF DATA, OR ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
13. Limitation of Liability.
a. Liability Limit. EXCEPT IN CONNECTION WITH CLAIMS OR DAMAGES ARISING FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YIPITDATA’S MAXIMUM AND AGGREGATE LIABILITY (INCLUDING THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNEES, AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING UNDER TORT LAW, CONTRACT LAW, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO YIPITDATA PURSUANT TO THE ORDER SCHEDULE OUT OF WHICH THE LIABILITY ARISES, OVER THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
b. No Consequential Damages. EXCEPT IN CONNECTION WITH A PARTY’S BREACH OF SECTION 4 (RESTRICTIONS; ADDITIONAL TERMS), SECTION 5 (PRIVACY), SECTION 6 (SECURITY), SECTION 8 (CONFIDENTIALITY) OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE, WHETHER UNDER TORT LAW, CONTRACT LAW, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS.
c. Reasonable Allocation of Risk. Customer acknowledges that the limitations of liability and disclaimer of warranties and indemnification obligations are a fundamental part of this Agreement, and YipitData would not enter into this Agreement absent such limitations.
14. Term and Termination. This Agreement will remain in place so long as any Order Schedule is in effect. Either party may terminate any or all Order Schedules and/or this Agreement (a) at any time upon thirty (30) days’ prior written notice for material breach, including failure to pay amounts owed, and this termination will take effect unless the breach is cured during the thirty (30) day period; or (b) immediately upon written notice if the other party becomes insolvent or bankrupt, permanently ceases doing business, makes an assignment for the benefit of its creditors, or commences any bankruptcy proceedings or other proceedings in the nature of bankruptcy proceedings that are not dismissed within sixty (60) days. YipitData may terminate any individual Product and/or the applicable Order Schedule(s) at any time upon fifteen (15) days written notice to Customer if (i) YipitData becomes unable to provide that Product to Customer due to events beyond its reasonable control; or (ii) YipitData ceases delivery of that Product to its customers generally. In that case only, YipitData shall promptly refund Customer, on a pro-rated basis, for any unused portion of any fees pre-paid by Customer with respect to such applicable term. Customer is not otherwise entitled to refunds, credits or prorated prices for partial periods.
15. Publicity. Unless Customer instructs YipitData otherwise in writing, Customer grants YipitData permission to use Customer's company name and logo and, if applicable, the names and logos of Customer’s subsidiaries on YipitData's website and other marketing materials identifying Customer as one of YipitData's customers. YipitData acknowledges that it has no interest in Customer’s name or logo other than the rights granted under this Agreement and that Customer will remain the sole owner of interest in its name and logo.
16. Governing Law; Venue. This Agreement is governed by the laws of the State of New York, not including its conflict of law principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claim brought by either party in connection with this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the Borough of Manhattan, New York. Each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by these courts in any action or proceeding related to this Agreement.
17. Force Majeure. The Products and YipitData’s ability to provide the Products may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. YipitData is not responsible for any delays, delivery failures, or other damage resulting from such problems or for any other event outside the reasonable control of YipitData, including without limitation acts of God, acts of third parties, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, flood, wind damage, epidemic, pandemic, or electrical, internet or telecommunications outage.
18. Notices. Notices under this Agreement must be in writing and will be considered given when delivered personally, or by e-mail (with confirmation of receipt) or by courier or by conventional mail (registered or certified, postage prepaid with return receipt requested). Notices must be addressed to the parties at the addresses specified in the then-most recent Order Schedule, but each party may change its address by written notice to the other party.
19. Survival. The following Sections will survive expiration or termination of this Agreement for any reason, together with any other provision of this Agreement that expressly survives termination or expiration, by its nature survives termination or expiration, or contemplates performance after termination or expiration of this Agreement: Section 3 (Proprietary Rights in Products; Feedback), Section 4 (Restrictions; Additional Terms), Section 7 (Payment Terms), Section 8 (Confidentiality), Section 11 (Representations and Warranties; Indemnification), Section 12 (Disclaimer of Warranty), Section 13 (Limitation of Liability), Section 16 (Governing Law; Venue), Section 18 (Notices), Section 19 (Survival) and Section 20 (Miscellaneous).
20. Miscellaneous. Nothing in this Agreement shall be construed as constituting a partnership, joint venture, agency or employment relationship between the parties, and neither party shall have any right whatsoever to incur any liability or obligation on behalf of the other party. Neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party, except to any purchaser of all or substantially all of the assets or the majority of the stock of such party by merger, consolidation, or otherwise. If Customer assigns the Agreement to a purchaser and YipitData determines, in its sole discretion, that the purchaser is a competitor of YipitData, the assignment will be invalid and YipitData will have the right to terminate this Agreement with immediate effect. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to be enforceable. This Agreement will otherwise remain in full force and effect. This Agreement may be amended, or compliance with any term or condition may be waived, only if the parties agree and execute an amendment in writing or if the party waiving compliance provides a written waiver. A waiver by a party of any provision of this Agreement will not be deemed a waiver of any other provision or a waiver of the same provision at any prior or subsequent time.
Updated August 2025
