Data License Agreement

1. License Grant

Subject to the terms and conditions of this Data License Agreement ("DLA"), the Enterprise Services Agreement, and any applicable Order Form, DARWN grants you a limited, non-exclusive, non-transferable, revocable license to access and use DARWN Data (as defined below) solely for your organization's internal business purposes.

This license does not grant you any ownership rights in DARWN Data. All rights not expressly granted herein are reserved by DARWN.

2. Scope of License

"DARWN Data" includes, but is not limited to:

• Risk Reports and risk assessment data
• Workforce analytics and benchmarking reports
• Market data, including position valuations and trading activity trends
• Candidate performance metrics and career trajectory data
• Industry benchmarking and trend analysis

The license is limited to:

• Internal use only: DARWN Data may only be used within your organization for workforce planning, risk assessment, and hiring decisions
• Authorized Users: Access is limited to employees and agents authorized under your Enterprise Agreement
• License period: The license is coterminous with your Enterprise Services Agreement

3. Intellectual Property

DARWN retains all right, title, and interest in and to:

• All DARWN Data, including all underlying data, compilations, and databases
• The Risk Score algorithm and all scoring methodologies
• The FMV valuation algorithm and models
• Report formats, templates, and presentation methods
• All trademarks, trade names, and branding elements
• All software, APIs, and technology used to deliver DARWN services

Nothing in this Agreement transfers any intellectual property rights from DARWN to you. Any feedback, suggestions, or improvements you provide regarding DARWN Data or services shall become the sole property of DARWN.

4. Restrictions

You may NOT:

• Reverse engineer: Attempt to derive, reconstruct, or discover DARWN's algorithms, scoring methods, or source code from DARWN Data
• Resell or redistribute: Sell, sublicense, lease, loan, or otherwise distribute DARWN Data to any third party
• Create derivative works: Create databases, reports, or analytical products derived from DARWN Data for distribution outside your organization
• Public disclosure: Publish, post, or publicly disclose DARWN Data or any analysis derived from it without DARWN's prior written consent
• Competitive use: Use DARWN Data to develop or enhance a competing product or service
• Data aggregation: Combine DARWN Data with data from other sources to create a competing data product
• Automated extraction: Use automated tools, scripts, or bots to extract, scrape, or download DARWN Data in bulk

5. Confidentiality

All DARWN Data is confidential information. You agree to:

• Treat DARWN Data with at least the same degree of care you use to protect your own confidential information, but no less than reasonable care
• Limit access to DARWN Data to Authorized Users who have a need to know
• Not disclose DARWN Data to any third party without DARWN's prior written consent
• Promptly notify DARWN of any unauthorized access to or disclosure of DARWN Data
• Cooperate with DARWN in protecting the confidentiality of DARWN Data

These confidentiality obligations do not apply to information that: (a) was publicly available at the time of disclosure; (b) becomes publicly available through no fault of yours; (c) was independently developed by you without use of DARWN Data; or (d) is required to be disclosed by law, provided you give DARWN prompt written notice.

6. License Termination

This license terminates automatically upon termination or expiration of your Enterprise Services Agreement. Upon termination:

• You must immediately cease all use of DARWN Data
• You must destroy all copies of DARWN Data in your possession, custody, or control within 30 days
• You must delete all electronic copies and remove DARWN Data from all systems, databases, and backups
• Upon request, you must provide written certification of destruction signed by an authorized officer
• DARWN may audit your compliance with these destruction requirements

Sections 3 (Intellectual Property), 4 (Restrictions), and 5 (Confidentiality) survive termination of this license.

7. Contact

For questions about this Data License Agreement: