In a nutshell, these terms say:
> We can’t use your contacts for any other purpose than this project
> You own the data that we collect & you can use it the report however you want
> You have a license to the deliverables (aka online dashboard) to use internally, but you may not share access outside of your organization
> Members of the Microfinance Index (investors and networks) may request access to your deliverables & 60 Decibels has your permission to share your deliverables
> Member(s) have the right to use your results internally for business purposes; Members are prohibited from sharing results externally without your explicit permission to do so
> We have the right to create anonymized versions of your data that cannot be linked to you or any individual, which we can add to our database and use as we wish, including for benchmarking purposes
> You’re authorized to agree on behalf of your organization
This agreement (the “Agreement”) is made by and between 60 Decibels, Inc., a Delaware corporation, with its principal place of business at 228 Park Ave S PMB 54413 New York, NY 10003 (together with its affiliates, “60 Decibels,” “us” or “we”) and you (“Financial Service Provider,” “FSP,” or “you”). 60 Decibels has contracted with one or more third party entities (a “Member” or “Client”) to provide Lean Data consumer data measurement services (the “Services”) to a Member, as 60 Decibels’ Client. In performing the Services, 60 Decibels will collect data related to you. Each of 60 Decibels and Financial Service Provider may be referred to as a “Party,” or, collectively, as the “Parties.” In pursuance of the Services, the Parties hereby agree:
- Effective Date. The Effective Date of this Agreement is the date this Agreement is agreed to by Financial Service Provider.
- Services. 60 Decibels provides the Services as an independent contractor. Such Services may include the creation of reports, data sets, dashboards, or other deliverables based on the Collected Data and Aggregated Data ( “Index Deliverables”). This Agreement does not create any employment, agency, or partnership relationship between 60 Decibels and the Member(s) or the Financial Service Provider. This Agreement is not assignable or transferable by either Party without the prior written consent of the other Party. This Agreement is expressly non-exclusive; the execution of this Agreement shall in no way prohibit 60 Decibels from providing the same or similar Index Deliverables to another entity similarly situated to you.
- Your Cooperation. You acknowledge 60 Decibels needs your cooperation to perform the Services. You will provide this cooperation as needed.
- Authorization to Collect Data from Designated Individuals. 60 Decibels will collect consumer data directly from individuals mutually agreed to [by 60 Decibels and you] (“Designated Individuals”). You agree to provide the contact information of the Designated Individuals and collect the relevant data and information. You represent and warrant that you have obtained all necessary consents and approvals from each Designated Individual to: (a) provide their contact information to 60 Decibels, and (b) for 60 Decibels to contact the Designated Individuals.
- Confidential Information. In connection with this Agreement, each Party may disclose proprietary or non-public information (the “Disclosing Party”) to the other Party (the “Receiving Party”) that the Disclosing Party considers confidential (a Party’s “Confidential Information”). The Receiving Party may use the Disclosing Party’s Confidential Information only as expressly permitted by the terms of this Agreement. The Receiving Party must protect such Confidential Information in the same manner as it protects its own Confidential Information of like kind, but in no event with less than reasonable care.
5.1. 60 Decibels Confidential Information. 60 Decibels Confidential Information includes, but is not limited to: (i) Aggregated Data, (ii) information related to 60 Decibels’ business operations and strategies, goods and services, customers, pricing, and marketing, and (iii) other sensitive and proprietary information that 60 Decibels may from time to time disclose to Financial Service Provider.
5.2. 60 Decibels’ Use of Financial Service Provider Confidential Information. We may share your Confidential Information with: (i) our employees, directors, agents, or third-party contractors in order to provide the Services, or (ii) Members, as contained in an Index Deliverable; provided that, in each case, the recipient has agreed in writing to keep your Confidential Information confidential. Specifically, 60 Decibels will only disclose the Collected Data, as it's contained in the Index Deliverables, to a Member(s) of the 2024 Microfinance Index that requests access as part of their membership. The Member must request permission from the Financial Service Provider(s) before sharing the Collected Data outside of the Member's organization.
5.3. Non-Confidential Information. Confidential Information does not include information that: (i) was known to the Receiving Party without restriction before receipt from the Disclosing Party; (ii) is publicly available through no fault of the Receiving Party; (iii) the Receiving Party rightfully received from a third-party without a duty of confidentiality; (iv) the Receiving Party independently developed; or (v) the Disclosing Party has approved for release or disclosure without restriction.
5.4. Disclosure Required by Law. The Receiving Party may disclose the Disclosing Party’s Confidential Information when compelled to do so by law if the Receiving Party provides reasonable prior notice to the Disclosing Party, unless a court orders that the Disclosing Party not be given notice.
- Collected Data.
6.1. In connection with the Services, 60 Decibels will collect data from the Designated Individuals (the “Collected Data”). Collected Data is the Confidential Information of the Financial Service Provider, and the Financial Service Provider owns and shall retain all right, title, and interest, including all intellectual property rights, in and to the Collected Data, except to the extent the Collected Data contains: (a) the Personally Identifiable Information (“PII”) of a Designated Individual, which is the confidential information of the Designated Individual to whom the PII pertains, and (b) any 60 Decibels Confidential Information or 60 Decibels Intellectual Property. You and the Member(s) will receive the Collected Data only to the extent that the PII of all Designated Individuals has been removed, unless requested by you or a Member and the Designated Individual to whom the PII pertains has consented to the sharing of their PII, which consent may be granted or withheld in the sole discretion of each Designated Individual.
6.2. Licenses to the Collected Data. You hereby grant 60 Decibels all necessary rights and a perpetual, fully-paid, royalty-free, non-exclusive, sub-licensable license to: (a) disclose the Collected Data to Member(s) to the extent contained in the Index Deliverables and (b) use the Collected Data as set forth in Section 6.3 below.
6.3. 60 Decibels’ Use of Collected Data. 60 Decibels may use the Collected Data:
(a) internally and for the purposes of providing the Services;
(b) as a basis for Aggregated Data; and,
(c) in any other additional manner that Financial Service Provider may consent to in writing.
6.4. Maintaining the Confidentiality of the Collected Data. 60 Decibels shall comply with all laws relating to privacy, data protection, information security or data breach notification applicable to the performance of the Services and shall implement and maintain an effective information security program to protect the Collected Data, which program shall include administrative, technical, and physical safeguards sufficient to: (1) ensure the security and confidentiality of the Collected Data; (2) protect against any reasonably anticipated threats or hazards to the security or integrity of the Collected Data; and (3) protect against unauthorized access to or use of the Collected Data that could result in harm or inconvenience to the Financial Service Provider or to any of its employees, agents, representatives, clients or customers. To maintain the confidentiality of Collected Data, 60 Decibels will:
(a) segregate files containing Collected Data from its generally accessible files;
(b) take such care as it would take with its own commercially sensitive information;
(c) limit access to the Collected Data to persons who have agreed to keep the Collected Data confidential, who may include the 60 Decibels team, including internal and external advisors as well as third-party contractors, and, upon your written consent, additional third parties;
(d) only use the Collected Data in the manner to which the Financial Service Provider has consented; and
(e) not use the Collected Data to compete with you.
6.5. Unauthorized Access to the Collected Data. In the event of a(n) actual or suspected unauthorized access to the Collected Data, 60 Decibels shall: (1) notify the Financial Service Provider in writing as promptly as possible and not later than twenty-four (24) hours after 60 Decibels discovers or first has a reasonable suspicion of the occurrence of a Security Breach, and (2) comply with all applicable laws related to Security Breaches. 60 Decibels’ notice shall: (a) include an estimate of the effects of the Security Breach on the Financial Service Provider; (b) specify the corrective actions 60 Decibels has taken or proposes to take; and (c) contain material details of the Security Breach that are known at the time of notification, subject to a request by law enforcement or other government agency to withhold provision of such notice. “Security Breach” means any event that compromises or places at risk the security, confidentiality, or integrity of the Collected Data in 60 Decibels’ or its subcontractors’ possession or control or such party’s information systems containing Collected Data, including any unlawful, unauthorized access, use, acquisition, transmission, alteration, loss, disclosure, deletion, or destruction of such Collected Data. 60 Decibels acknowledges that if personally identifiable information has been disclosed to or accessed by an unauthorized party as part of a Security Breach, applicable law may require that 60 Decibels notify the individuals whose information was disclosed that a Security Breach has occurred. Unless otherwise prohibited by applicable law, 60 Decibels shall not notify such individuals until it first consults with the Financial Service Provider and the Financial Service Provider has had an opportunity to review and approve any such notice. 60 Decibels shall assume financial and legal responsibility for investigating each Security Breach and taking any actions that are necessary or reasonably requested by the Financial Service Provider to mitigate any resulting damage. - Intellectual Property.
7.1. 60 Decibels Intellectual Property. 60 Decibels is the sole author and exclusive owner of the 60 Decibels Intellectual Property, which may also constitute 60 Decibels’ Confidential Information, and 60 Decibels may use the 60 Decibels Intellectual Property for any purpose. 60 Decibels possesses, maintains, and hereby asserts all of the rights granted to it under: (a) the United States Copyright Act of 1976, 17 U.S.C. § 106 et seq., (b) the Economic Espionage Act, 18 U.S.C. §§ 1831–1839, as amended by the Defend Trade Secrets Act of 2016, and (c) all other applicable state or federal intellectual property laws, including, but not limited to, patent, copyright, trademark, and trade secrets laws, and all foreign equivalent laws (collectively, “Intellectual Property Rights”). “60 Decibels Intellectual Property” includes, but is not limited to:
(a) Aggregated Data and materials created by 60 Decibels therefrom. “Aggregated Data” is Collected Data that has been transformed by 60 Decibels by anonymizing, pseudonymizing, or aggregating Collected Data, through removal of all PII, so that the Aggregated Data cannot be used to map data to any individual or organization (e.g. a Designated Individual, Financial Service Provider, or Member), which may be created at 60 Decibels’ discretion and in the ordinary course of its business; the Aggregated Data is stored in 60 Decibels’ proprietary Database (“Database”) and is used to create 60 Decibels’ “Index Rankings” and “Microfinance Benchmarks” to compare Financial Service Provider results, and the “2024 Microfinance Index Global Report” and “Global Dashboard.”
(b) The “Index Deliverables,” which may include:
(i) a “Data File”: a curated file containing the Collected Data ;
(ii) an “Index Dashboard”: an online dashboard created by 60 Decibels that presents the Collected Data of the Financial Service Provider(s) alongside the 60 Decibels Index Rankings, Microfinance Benchmarks, or Aggregated Data;
(iii) an “Index Report”: a report prepared by 60 Decibels from the Collected Data of the Financial Service Provider(s) or Aggregated Data.
(c) All techniques, business and consulting methodologies, concepts, report formats, templates, survey questions, know-how, and analytical frameworks, approaches, and information used to provide the Services or create the Index Deliverables.
7.2. License to 60 Decibels Intellectual Property. 60 Decibels grants Financial Service Provider a non-exclusive, non-assignable, non-sublicensable limited license to use the Index Deliverables, including any other 60 Decibels Intellectual Property contained therein. Financial Service Provider may: (a) publish, copy, translate, edit, alter, reproduce, prepare derivative works from, distribute, display or otherwise share the Index Deliverables, and the 60 Decibels Intellectual Property contained therein, internally and for business purposes only, and (b) use or share de minimis portions of the Index Deliverables externally. Financial Service Provider shall not use the Index Deliverables other than in conformance with the terms of this Agreement; any other use shall constitute a breach of these terms and an infringement of 60 Decibels’ Intellectual Property Rights. Nothing contained in this Agreement is intended to transfer any Intellectual Property Rights and 60 Decibels reserves all rights not expressly granted to you under this Agreement. 60 Decibels will grant the same license to Member(s) of the Microfinance Index. Members of the Microfinance Index shall not use the Index Deliverables other than in conformance with the terms of the Agreement; any other use shall constitute a breach of these terms and an infringement of 60 Decibels’ Intellectual Property Rights.
7.3. Attribution. You will attribute to 60 Decibels any 60 Decibels Intellectual Property, including any Index Deliverable, or any work product derived from 60 Decibels Intellectual Property or the Services. - Publicity. 60 Decibels may publicly disclose the Financial Service Provider as a recipient of the Services. In connection therewith, Financial Service Provider hereby grants to 60 Decibels a limited license to use and display Financial Service Provider’s name and logo, whether registered or unregistered trademarks of Financial Service Provider. Additionally, 60 Decibels may include the Financial Service Provider in its Performance Awards program and announce the Financial Service Provider as an awardee. Financial Service Provider reserves the right to opt out of recognition in the Performance Awards program by written notice to 60 Decibels. 60 Decibels will receive your consent prior to any other use or disclosure, excepting those required by law.
- FSP Restrictions and Responsibilities. In order to receive the Index Deliverables, you may be required to create a user account with 60 Decibels; you must not share your log-in information or authorize any third party to use your user account. Additional information governing the use of the 60 Decibels website and your user account may be found here. You shall not dispute or challenge, or assist any person or entity in disputing or challenging, 60 Decibels’ Intellectual Property Rights. You shall promptly notify 60 Decibels in writing of any actual, suspected, or threatened infringement or unauthorized use or distribution of 60 Decibels Intellectual Property by any third party of which you become aware. 60 Decibels has the sole right, in its discretion to bring any action or proceeding with respect to any such infringement or other conflict and to control the conduct of, and retain any monetary recovery resulting from any such action or proceeding (including any settlement). You shall provide 60 Decibels with all assistance 60 Decibels may reasonably request, at 60 Decibels’ expense, in connection with any such action or proceeding.
- Breach and Termination. If either Party materially breaches this Agreement, and (a) the breach is curable, and (b) the non-breaching Party wishes to continue the Agreement subject to the breaching Party’s cure of such breach, the non-breaching Party must provide the breaching Party with written notice, including a reasonably detailed explanation of the breach and the allowed cure period, which shall not be less than thirty (30) days. If the breaching Party has not cured the breach within the allowed cure period as provided in the notice, the non-breaching Party may either extend the cure period or terminate this Agreement by providing written notice of the breaching Party’s violation of the terms of this Agreement. Alternatively, either Party may terminate this Agreement at any time by providing thirty (30) days’ written notice to the other Party.
- Remedies.
11.1. Statutory and Actual Damages. In the event of a claim at law against you for an infringing use of the Index Deliverables or misappropriation of the Aggregated Data, or any portion thereof, 60 Decibels, pursuant to the rights granted to it by law, may collect from you statutory or actual damages and other monetary remedies as provided for in 17 U.S.C. § 504, 18 U.S.C. §§ 1831-1839 or other applicable law and as a court of competent jurisdiction may find are duly owed to 60 Decibels by you.
11.2. Equitable Relief. The parties acknowledge that a breach of these terms by you may cause irreparable harm to 60 Decibels, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, 60 Decibels will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under these terms at law or in equity, subject to any express exclusions or limitations in these terms to the contrary. - Indemnity. The Financial Service Provider agrees to release, indemnify, and hold 60 Decibels harmless from and against any and all liability, loss, and expense or claims (including reasonable attorneys’ fees) for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by the Financial Service Provider , or any of its officers, agents, employees, or affiliates in connection with this Agreement.
- Severability. All provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable in whole or in part, this finding will not affect the validity or enforceability of any other provision in this Agreement.
- Law and Venue. This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this Agreement shall be the Borough of Manhattan in the County and State of New York.
- Entire Agreement. This Agreement is the Parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. The Parties may execute this Agreement in counterparts, which taken together will constitute one instrument. Failure to enforce any of provisions of this Agreement will not constitute a waiver.
