Template. This document must be reviewed and completed by counsel before it is relied on. Questions: hello@humxn.io
01Overview
These Dataset Licence Terms ("Licence Terms") summarize the terms under which HUMXN Data Labs ("HUMXN") licenses datasets to business customers ("Licensee"). Each licence is made up of an order form, which specifies the dataset, permitted uses, term, territory, exclusivity and fees, and these Licence Terms. If they conflict, the order form prevails.
This page is an overview for prospective buyers. The binding terms are those in your signed order form and master agreement. [Final licence to be prepared by counsel.]
02Licence grant
Subject to payment and compliance with these Licence Terms, we grant the Licensee a non-transferable licence to use the licensed dataset for the purposes specified in the order form, for example training, fine-tuning and evaluating machine learning models, during the licence term and within the territory stated.
Unless the order form says otherwise, the Licensee owns the models it trains using the dataset, and the licence does not restrict the commercial use or distribution of those models, provided the models are not used to reproduce or redistribute the dataset itself.
03Term
The licence starts on delivery and continues for the term stated in the order form. Where the order form specifies a perpetual licence for the permitted uses, it continues unless terminated for uncured material breach.
04Exclusivity
Licences are non-exclusive unless the order form specifies exclusivity. Where exclusivity is agreed, HUMXN will not license the same items to third parties for the exclusive field of use and period stated, and the scope of the exclusivity is limited to what the order form describes.
05Restrictions
Unless the order form expressly permits it, the Licensee must not:
- Use the dataset outside the permitted purposes, term or territory.
- Sell, sublicense, publish, share or otherwise make the dataset, or any substantial part of it, available to third parties, other than contractors working on the Licensee's behalf under equivalent obligations.
- Remove, alter or attempt to defeat forensic delivery marks, provenance records or other protection measures.
- Attempt to identify or contact individuals depicted in the data, or experts and contributors whose identities have not been disclosed.
- Use the dataset in violation of law, the Acceptable Use Policy, or any use restrictions attached to specific items, such as a contributor's limits on sensitive uses.
06Attribution
Attribution to contributors or to HUMXN is not required unless the order form or an item's licence terms state otherwise.
07Provenance records and warranties
Each delivery includes provenance records and a signed receipt listing each item by ID and hash. We warrant that the provenance records provided accurately reflect the information collected through our verification process, including the contributor's declarations, consents and releases on file, and the results of our checks at the time of delivery.
Our warranties are limited to the provenance records provided. Except as expressly stated, the dataset is provided without other warranties, including any warranty that it is fit for a particular purpose or that models trained on it will achieve particular results. If an item is found to lack the rights or consent its record indicates, our obligation is to [replace the item, remove it from the licence and provide a pro-rata credit — counsel to confirm].
08Withdrawal and deletion
Where required by law, by the item's licence terms, or by the order form, the Licensee must delete the dataset, or specified items, on expiry or termination of the licence, or when we notify it that consent for an item has been withdrawn or that an item must be removed, and confirm deletion in writing on request. [Counsel to define treatment of models already trained before deletion.]
09Personal data
Personal data in deliveries is minimized and masked where our scanning detects it. Where a dataset contains personal data, the parties' data protection roles and obligations are set out in the order form and, where applicable, our Data Processing Addendum or a controller-to-controller data sharing agreement.
10Indemnities and liability
[Indemnities to be agreed: for example, a HUMXN indemnity for third-party claims that items infringe intellectual property rights or lack the consents shown in their provenance records, and a Licensee indemnity for use outside the licence scope.] Liability caps and exclusions are set out in the master agreement.
11Termination and governing law
Either party may terminate a licence for material breach not cured within [30] days of notice. These Licence Terms are governed by [Governing law], and disputes are subject to the courts of [Jurisdiction for disputes]. Questions: hello@humxn.io.

