ID Privacy AI: Agent Execution Platform for Automotive Operations

This Data Use Agreement ("Agreement") is made as of the effective date, by and between ID Privacy AI, Inc. ("IDPrivacy"), a Delaware corporation, with its principal place of business at 2514 SW 38th Terrace, Cape Coral, FL 33914, and the client identified in the applicable order or contract ("Client"). IDPrivacy and Client may be referred to herein individually as a "Party" and collectively as the "Parties."

1. Purpose

This Agreement governs the use, processing, and handling of Client Data provided to IDPrivacy for the purpose of delivering, maintaining, securing, and improving the Services provided to Client, including testing and refining IDPrivacy's Agentic AI services solely as used for Client.

2. Definitions

2.1 Client Data: Any data provided by Client for the purposes of training, testing, or refining IDPrivacy's Agentic AI services.
2.2 Agentic AI Services: AI-powered solutions offered by IDPrivacy, including but not limited to Alice AI and DMSPro AI, tailored for various industry applications.
2.3 Confidential Information: Any proprietary, non-public information disclosed by one Party to the other under this Agreement, as further detailed in Section 7 of the MSA.
2.4 Privacy Policy Requirements: Client agrees to post agreed-upon terms and conditions for AI usage in their privacy policy or terms and conditions as listed on their website.

3. Data Usage Rights

3.1 License Grant

Client grants IDPrivacy a non-exclusive, worldwide, royalty-free, revocable license to access, process, analyze, and use Client Data solely for the purpose of providing, maintaining, securing, and improving the Services for Client.

Client Data will remain logically isolated and will not be used to train models made available to other customers or to develop capabilities that support or benefit competing or unrelated clients.

IDPrivacy may derive anonymized, aggregated, or de-identified insights from Client Data to improve system reliability, accuracy, and safety, provided such insights do not disclose Client-specific, identifiable, or proprietary information.

3.2 Scope of Use

Improve platform performance and model reliability for the benefit of Client, using Client's dataset in a logically isolated manner.
Conduct AI-driven analysis for proof-of-concept or demonstration purposes.
Deliver the final AI-powered solution as per Client's request.

3.3 Ownership

Client retains ownership of all Client Data.
IDPrivacy retains ownership of all intellectual property related to its AI models, algorithms, and outputs.

3.4 Compliance and Security Practices

All Client Data is processed in accordance with applicable data protection laws (including GDPR and CCPA) and IDPrivacy's information security policies, which are aligned with SOC 2 Type 2 and ISO 27001 standards.

4. Data Confidentiality & Security

4.1 Confidentiality: IDPrivacy shall maintain the confidentiality of Client Data and take reasonable measures to prevent unauthorized access or disclosure.

4.2 Data Handling: Client Data shall not be shared with any third party except as necessary for secure technical processing or infrastructure operations in accordance with this Agreement.

4.3 Data Retention & Deletion: Upon request or completion of the project, IDPrivacy will delete Client Data within 30 days unless otherwise agreed in writing.

5. Data Quality Disclaimer

5.1 Client Responsibility: The accuracy, completeness, and quality of Client Data directly affect AI model performance. IDPrivacy is not responsible for inaccuracies or limitations in AI outputs due to low-quality, incomplete, or biased data provided by Client.

5.2 No Guarantees: AI-generated insights and outputs are probabilistic and do not guarantee specific outcomes. IDPrivacy makes no warranties regarding the accuracy of AI-generated insights if trained on flawed or incomplete data.

5.3 Data Integrity: Client agrees to provide IDPrivacy with clean, structured, and relevant data. IDPrivacy may provide feedback on data suitability but is not obligated to verify or cleanse the data.

6. Indemnification

Client agrees to indemnify, defend, and hold harmless IDPrivacy and its affiliates, employees, and agents from any claims, liabilities, damages, or losses arising from: use of Client Data in training or testing AI models; defects, errors, or biases in AI outputs due to Client Data quality; any regulatory or legal claims related to Client's collection or sharing of data.

7. Intellectual Property

7.1 Ownership of AI Models: IDPrivacy retains exclusive ownership of all AI models, algorithms, and methodologies used in connection with this Agreement. Client Data will not be used to develop or improve AI models for the benefit of other customers, nor will outputs derived from Client Data be reused in any form that could support competitors or third parties.

7.2 Client Use Rights: Upon completion of the project, Client may use AI outputs solely for internal business purposes unless otherwise agreed in a separate contract.

8. Term & Termination

8.1 Term: This Agreement remains in effect for one (1) year from the Effective Date and automatically renews unless terminated with 90 days' prior written notice by either Party.

8.2 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party commits a material breach and fails to cure it within 30 days.

8.3 Effect of Termination: Upon termination, IDPrivacy will cease processing Client Data and delete it unless otherwise required by law.

9. Limitation of Liability

9.1 No Consequential Damages: In no event will either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages.

9.2 Liability Cap: IDPrivacy's total liability shall not exceed the total amount paid by Client to IDPrivacy in the preceding 12 months.

10. Governing Law & Venue

10.1 This Agreement will be governed by the laws of the State of New York, USA.

10.2 Exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Manhattan County, New York.

11. Miscellaneous

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties.

11.2 Amendments: Any modifications to this Agreement must be in writing and signed by both Parties.

11.3 Notices: All notices shall be sent to the addresses listed in the applicable order or contract.