Data License Agreement

1. Parties

This agreement is between Apexlayer Technologies Private Limited (Apexlayer Technologies), with registered office at WeWork India, DLF Forum, DLF Cyber City Phase III, Sector 24, Gurugram, Haryana 122002, India, and the named licensee identified on the order form ("Licensee").

2. The dataset

"Dataset" means the collection of dark-store records compiled by Apexlayer Technologies, including platform, location, area, address, and (where licensed) enriched fields and historical snapshots.

3. License grant

Subject to payment of fees and these terms, Apexlayer Technologies grants Licensee a non-transferable, non-exclusive license to use the Dataset for the purposes set out in the order form. The scope of use depends on tier:

• Starter: Internal use only by Licensee. No redistribution. No use in customer-facing products.
• Professional: Internal use plus inclusion in private reports prepared for Licensee's clients. No redistribution as a standalone dataset.
• Enterprise: Limited rights to incorporate Dataset signals into Licensee's own products, subject to attribution and the volume restrictions in the order form.

4. Restrictions

Licensee shall not, except as expressly permitted: (a) republish the Dataset, in whole or substantial part, in a public or open-access form; (b) use the Dataset to train or fine-tune any model where the Dataset itself is a primary training input; (c) circumvent rate or volume limits; (d) misrepresent the Dataset as Licensee's own original collection.

5. Updates

Where the order form specifies recurring snapshots, Apexlayer Technologies will deliver updates on the agreed cadence. Apexlayer Technologies may make reasonable changes to the schema with at least 30 days' written notice.

6. Confidentiality

Both parties shall keep confidential information shared in connection with this agreement confidential, with the usual carve-outs (publicly available, independently developed, required by law).

7. Warranties and disclaimer

Apexlayer Technologies warrants that it has the rights necessary to grant this license and that the Dataset has been collected in good faith from publicly observable signals. The Dataset is otherwise provided "as is" without warranty of fitness for any particular purpose.

8. Liability

Each party's aggregate liability under this agreement is capped at the fees paid by Licensee in the 12 months preceding the claim. Neither party is liable for indirect or consequential losses.

9. Term and termination

The license term is set out in the order form. Either party may terminate for material breach not cured within 30 days of written notice. On termination, Licensee shall stop using the Dataset and certify destruction of remaining copies on request.

10. Governing law

This agreement is governed by the laws of India. Disputes are subject to the exclusive jurisdiction of the courts at Gurugram, Haryana.